Sinopec Engineering Group Co Ltd. — Proxy Solicitation & Information Statement 2015

Jan 22, 2015

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult a stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Universe International Holdings Limited (the “ Company ”), you should at once hand this circular, together with the enclosed form of proxy, to the purchaser or transferee, or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

UNIVERSE INTERNATIONAL HOLDINGS LIMITED 寰宇國際控股有限公司[*]

(Incorporated in Bermuda with limited liability)

(Stock Code: 1046)

PROPOSED REFRESHMENT OF GENERAL MANDATE TO ISSUE SHARES AND NOTICE OF SPECIAL GENERAL MEETING

Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders

DONVEX CAPITAL LIMITED

A letter from Donvex Capital Limited, the independent financial adviser to the independent board committee of the Company, containing its opinion to the independent board committee is set out on pages 12 to 22 of this circular.

A letter from the independent board committee is set out on page 11 of this circular.

A notice convening the special general meeting of the Company (the “ SGM ”) to be held at 18th Floor, Wyler Centre Phase II, 192-200 Tai Lin Pai Road, Kwai Chung, New Territories, Hong Kong on Monday, 9 February 2015 at 12:00 noon or in the event that a black rainstorm warning or a tropical cyclone warning signal number 8 or above is hoisted or remains hoisted in Hong Kong at 12 noon on that day, at the same time and place on the second Business Day after 9 February 2015 (or any adjournment thereof), at which the proposed ordinary resolution as stated in the aforesaid notice will be considered, is set out on pages 23 to 25 of this circular. A form of proxy for use at the SGM (or any adjournment thereof) is enclosed. Whether or not you intend to attend the SGM, please complete and return the enclosed form of proxy in accordance with the instructions printed thereon to the principal place of business of the Company in Hong Kong at 18th Floor, Wyler Centre Phase II, 192-200 Tai Lin Pai Road, Kwai Chung, New Territories, Hong Kong as soon as possible but in any event no later than 48 hours before the time appointed for the holding of the SGM (or any adjournment thereof). Completion and return of the form of proxy will not preclude you from attending and voting at the SGM (or any adjournment thereof) should you so wish and in any event the form of proxy shall be deemed to be revoked.

23 January 2015

• for identification purpose only

CONTENTS

	Page
Definitions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board
1. Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
2. Proposed Refreshment of General Mandate to Issue Shares . . . . . . . . . . . . . . .	5
3. SGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
4. Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10
5. Responsibility Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10
Letter from the Independent Board Committee. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	11
Letter from the Independent Financial Adviser. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	12
Notice of the Special General Meeting. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	23

– i –

DEFINITIONS

In this circular, unless the context otherwise requires, the following expressions have the following meanings:

“AGM”

the annual general meeting of the Company held on 17 November 2014

• “associate(s)”

has the meaning as ascribed to it in the Listing Rules

• “Board” the board of Directors

“Business Day”

any day (excluding Saturday) on which no black rainstorm warning or a tropical cyclone warning signal number 8 or above is hoisted or remains hoisted in Hong Kong at 12 noon on that day and on which licensed banks in Hong Kong are open for general banking business

“Bye-Laws”

the bye-laws of the Company and “Bye-law” shall be construed accordingly

“Company”

Universe International Holdings Limited, a company incorporated in Bermuda with limited liability and the Shares are listed on the Main Board of the Stock Exchange

“Director(s)” the director(s) of the Company

• “Existing General Mandate”

the general mandate approved and granted to the Directors at the AGM to allot, issue and deal with Shares up to a maximum of 20% of the aggregate nominal amount of the share capital of the Company in issue as at the date of the AGM

“Group”

the Company and its subsidiaries

“HK$”

Hong Kong dollars, the lawful currency of Hong Kong

“Hong Kong”

the Hong Kong Special Administrative Region of the People’s Republic of China

– 1 –

DEFINITIONS

• “Independent Board Committee”

• “Independent Financial Adviser” or “Donvex Capital”

• “Independent Shareholders”

• “Latest Practicable Date”

• “Listing Rules”

• “Placing”

• “Refreshed General Mandate”

the independent committee of the Board comprising the three independent non-executive Directors formed for the purpose of advising and giving recommendation to the Independent Shareholders in relation to the Refreshed General Mandate

Donvex Capital Limited, a licensed corporation under the SFO licensed to conduct type 6 (advising on corporate finance) regulated activity under the SFO, being the independent financial adviser appointed to advise the Independent Board Committee and the Independent Shareholders in respect of the Refreshed General Mandate

Shareholders other than any controlling Shareholders and their associates or, where there are no controlling Shareholders, any Directors (excluding independent non-executive Directors) and the chief executive of the Company who shall hold Shares as at the date of the SGM and their respective associates

• 21 January 2015, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained herein

• the Rules Governing the Listing of Securities on the Stock Exchange

the issue of 414,415,000 Shares under the Existing General Mandate by way of placing, details of which are set out in the announcements of the Company dated 9 December 2014 and 18 December 2014

a general and unconditional mandate proposed to be granted to the Directors at the SGM to exercise the power of the Company to allot, issue or otherwise deal with Shares up to a maximum of 20% of the aggregate nominal amount of the share capital of the Company in issue as at the date of passing the relevant resolution

– 2 –

DEFINITIONS

“SFO” the Securities and Futures Ordinance, Chapter 571 of the Laws of Hong Kong “SGM” the special general meeting of the Company to be held at 18th Floor, Wyler Centre Phase II, 192-200 Tai Lin Pai Road, Kwai Chung, New Territories, Hong Kong on Monday, 9 February 2015 at 12:00 noon or in the event that a black rainstorm warning or a tropical cyclone warning signal number 8 or above is hoisted or remains hoisted in Hong Kong at 12 noon on that day, at the same time and place on the second Business Day after 9 February 2015 (or any adjournment thereof) for the Shareholders to consider and, if thought fit, approve, among other things, the proposed grant of the Refreshed General Mandate, the notice of which is set out on pages 23 to 25 of this circular

“Share(s)”

share(s) of HK$0.02 each in the capital of the Company

“Shareholder(s)” holder(s) of Shares

• “Stock Exchange”

The Stock Exchange of Hong Kong Limited

“%” per cent.

– 3 –

LETTER FROM THE BOARD

UNIVERSE INTERNATIONAL HOLDINGS LIMITED 寰宇國際控股有限公司[*]

(Incorporated in Bermuda with limited liability)

(Stock Code: 1046)

Directors:

Executive Directors: Mr. Lam Shiu Ming, Daneil (Chairman) Mr. Hung Cho Sing Mr. Yeung Kim Piu Mr. Lam Kit Sun

Independent Non-executive Directors: Mr. Lam Chi Keung Mr. Choi Wing Koon Mr. Lam Wing Tai

Registered office: Clarendon House 2 Church Street Hamilton HM11 Bermuda

Head Office and Principal place of business: 18th Floor Wyler Centre Phase II 192-200 Tai Lin Pai Road Kwai Chung New Territories, Hong Kong

23 January 2015

To the Shareholders

Dear Sir/Madam,

PROPOSED REFRESHMENT OF GENERAL MANDATE TO ISSUE SHARES

1. INTRODUCTION

The purpose of this circular is to provide you with (i) information in respect of the resolution to be proposed at the SGM regarding the proposed grant of the Refreshed General Mandate; (ii) the recommendation of the Independent Board Committee to the Independent Shareholders; (iii) a letter of advice from the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders in respect of the Refreshed General Mandate; and (iv) notice of the SGM.

• for identification purpose only

– 4 –

LETTER FROM THE BOARD

2. PROPOSED REFRESHMENT OF GENERAL MANDATE TO ISSUE SHARES

Pursuant to an ordinary resolution passed by the Shareholders at the AGM, the Directors were granted the Existing General Mandate to allot and issue up to 414,417,614 Shares, representing 20% of the issued share capital of the Company as at the date of the AGM. There had not been any refreshment of the Existing General Mandate since the AGM up to the Latest Practicable Date.

Fund raising activities under the Existing General Mandate

Save for the fund raising activity mentioned below, the Company has not carried out other fund raising activities under the Existing General Mandate since the AGM up to the Latest Practicable Date.

Date of		Net proceeds	Intended use	Actual use of proceeds as
announcement	Event	(approximately)	of proceeds	at the Latest Practicable Date
9 December 2014	Placing of 414,415,000	HK$39.7	As general working	Approximately, HK$ 27.2 million was
and 18 December	new Shares at	million	capital of the	utilized as general working capital
2014	HK$0.1 per Share		Group	of the Group and approximately
				HK$ 12.5 million was not yet
				utilised

Extent of Existing General Mandate utilised

Subsequent to the completion of the Placing as set out above, there only remained 2,614 Shares issuable under the Existing General Mandate as at the Latest Practicable Date. Such number only represents a negligible percentage of the issued Shares as at the Latest Practicable Date.

Reasons for the proposed grant of the Refreshed General Mandate

The Group is principally engaged in distribution of films in various videogram formats, film exhibition, licensing and sub-licensing of film rights, leasing of investment properties, securities investment and money lending.

The Board would like to provide flexibility for the Company to raise funds through equity financing. Given that equity financing (i) does not incur any interest expenses on the Group as compared with bank financing; (ii) is less costly and time-consuming than raising funds by way of rights issue or open offer; and (iii) provides the Company with the capability to capture any capital raising and/or prospective investment opportunity as and when it arises, the Board proposes the Refreshed General Mandate shall be granted to the Directors. Save for (i) the proposed cooperation with 貴州多彩貴州城建設經營有限公司 (in English, for identification propose only, Guizhou Colorful Guizhou Town Construction Management

– 5 –

LETTER FROM THE BOARD

Co., Ltd.) as disclosed in the Company announcements dated 30 October 2013, 30 June 2014 and 31 December 2014; and (ii) the proposed acquisition of equity interest in a target company which is principally engaged in the production, supply and distribution of frames for eyeglasses and other optical products as disclosed in the Company’s announcement 13 October 2014 (collectively, “ Proposed Transactions ”); as at the Latest Practicable Date, the Company has not identified any such business development and/or opportunities.

Based on the total number of issued Shares as at the Latest Practicable Date (i.e. 2,486,503,070 Shares) and assuming that there is no change in the issued share capital of the Company prior to the date of the SGM, the Refreshed General Mandate, if granted, will allow the Directors to allot and issue up to 497,300,614 new Shares.

As at 30 November 2014, the cash and cash equivalents of the Group amounted to approximately HK$23.9 million. Subsequently, the Company completed the Placing on 18 December 2014, which brought in net proceeds of approximately HK$39.7 million and as at the Latest Practicable Date, only approximately HK$12.5 million of such net proceeds was not yet utilised.

As at the Latest Practicable Date, the Company was not in need for fund raising and did not have any fund raising plan. The Directors also had no immediate plan to utilise the Refreshed General Mandate, if granted, to allot and issue Shares. However, the Company may need to raise fund and the Directors may utilise the Refreshed General Mandate if:

• (i) new investments/acquisitions opportunities arise that cannot be met with the Group’s internal cash resources; and/or

• (ii) either one or both of the Proposed Transactions materialise and the Group needs to implement it/them as committed; and/or

• (iii) the Company is in need of funds for its operations in future.

The Refreshed General Mandate, if granted, will expire at the earliest of: (a) the conclusion of the next annual general meeting of the Company; (b) the expiration of the period within which the next annual general meeting of the Company is required by the ByeLaws or any applicable law of Bermuda to be held; or (c) the date on which the Refreshed General Mandate is revoked or varied by an ordinary resolution of the Shareholders in general meeting.

– 6 –

LETTER FROM THE BOARD

Effects on Shareholding Structure of the Company

The table below illustrates the shareholding structure of the Company (i) as at the Latest Practicable Date; and (ii) immediately upon the allotment and issue of Shares by the Company pursuant to the Refreshed General Mandate (assuming the Refreshed General Mandate is utilised in full and no further Shares are issued or repurchased by the Company):

Shareholders Globalcrest Enterprises Limited (Note 1) Ever Robust Holdings Limited Lam Siu Keung, Alvin (Note 2) Public Shareholders Shares to be issued under the Refreshed General Mandate Total: Notes:	(i) As at the Latest Practicable Date No. of Shares Approximate % 189,131,705 7.61 170,000,000 6.84 7,008,850 0.28 2,120,362,515 85.27 – – 2,486,503,070 100.00	(ii) Immediately upon the allotment and issue of Shares by the Company pursuant to the Refreshed General Mandate (assuming the Refreshed General Mandate is utilised in full and no further Shares are issued or repurchased by the Company) No. of Shares Approximate % 189,131,705 6.34 170,000,000 5.70 7,008,850 0.23 2,120,362,515 71.06 497,300,614 16.67 2,983,803,684 100.00	(ii) Immediately upon the allotment and issue of Shares by the Company pursuant to the Refreshed General Mandate (assuming the Refreshed General Mandate is utilised in full and no further Shares are issued or repurchased by the Company) No. of Shares Approximate % 189,131,705 6.34 170,000,000 5.70 7,008,850 0.23 2,120,362,515 71.06 497,300,614 16.67 2,983,803,684 100.00
			100.00

1. The entire issued share capital of Globalcrest Enterprise Limited is held by Central Core Resources Limited, the trustee of a discretionary trust under which certain immediate family members of Mr. Lam Shiu Ming, Daneil, an executive Director and chairman of the Company, are discretionary objects.

2. Mr. Lam Siu Keung, Alvin is the chief operation officer of the Company and the brother of Mr. Lam Shiu Ming, Daneil, an executive Director and chairman of the Company.

3. SGM

The SGM will be held at 18th Floor, Wyler Centre Phase II, 192-200 Tai Lin Pai Road, Kwai Chung, New Territories, Hong Kong on Monday, 9 February 2015 at 12:00 noon, or in the event that a black rainstorm warning or a tropical cyclone warning signal number 8 or above is hoisted or remains hoisted in Hong Kong at 12 noon on that day, at the same time and place on the second Business Day after 9 February 2015 (or any adjournment thereof), for the Independent Shareholders to consider and approve, if thought fit, the proposed grant of the Refreshed General Mandate. The notice of the SGM is set out on pages 23 to 25 of this circular.

– 7 –

LETTER FROM THE BOARD

There is a form of proxy for use at the SGM accompanying this circular. If you are not able to attend the SGM (or any adjournment thereof), you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and return it to the principal place of business of the Company in Hong Kong at 18th Floor, Wyler Centre Phase II, 192-200 Tai Lin Pai Road, Kwai Chung, New Territories, Hong Kong as soon as possible and in any event not later than forty-eight (48) hours before the time appointed for holding the SGM (or any adjournment thereof). Completion and return of the form of proxy will not preclude you from attending and voting in person at the SGM (or any adjournment thereof) if you so wish.

After closure of the SGM, the Company will publish an announcement in respect of the poll results on the websites of the Stock Exchange (www.hkexnews.hk) and the Company (www.uih.com.hk) respectively.

In accordance with Rule 13.39(4) of the Listing Rules, all the resolutions proposed at the SGM will be voted on by way of poll except where the chairman of the SGM, in good faith, decide to allow a resolution which relates purely to procedural or administrative matter to be voted on by a show of hands. The chairman of the SGM will at the meeting demand, pursuant to Bye-Law 66(a), voting by way of poll on the resolutions set out in the notice of the SGM. On a poll, subject to any special rights or restrictions as to voting for the time being attached to any Shares by or in accordance with the Bye-Laws, every Shareholder present in person (or being a corporation, is present by a representative duly authorised), or by proxy shall have one vote for every fully paid Share of which he/she is the holder.

As the proposed grant of the Refreshed General Mandate is to be proposed to the Shareholders before the Company’s next annual general meeting, pursuant to the Listing Rules, this proposal is subject to the Independent Shareholders’ approval by way of poll at the SGM. According to Rule 13.36(4) of the Listing Rules, any controlling Shareholders and their associates or, where there are no controlling Shareholders, Directors (excluding independent non-executive Directors) and the chief executive of the Company and their respective associates shall abstain from voting in favour of the resolution to approve the proposed grant of the Refreshed General Mandate.

As at the Latest Practicable Date:

• (a) the Company did not have any controlling Shareholder;

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LETTER FROM THE BOARD

• (b) Mr. Lam Shiu Ming, Daneil, an executive Director and chairman of the Company, and his associates are in aggregate holding and entitled to exercise control over the voting rights in respect of 189,131,705 Shares (representing approximately 7.61% of the issued Shares); and

• (c) Mr. Lam Siu Keung, Alvin, the chief operation officer of the Company and the brother of Mr. Lam Shiu Ming, Daneil, is holding and entitled to exercise control over the voting rights in respect of 7,008,850 Shares (representing approximately 0.28% of the issued Shares).

As there is no controlling Shareholder, the Directors (excluding independent non-executive Directors) and the chief executive of the Company and their respective associates, holding in aggregate of 196,140,555 Shares (representing approximately 7.89% of the issued Shares), will abstain from voting in favour of the resolution to approve the proposed grant of the Refreshed General Mandate at the SGM.

As at the Latest Practicable Date, the Directors (excluding the independent non-executive Directors) and the chief executive of the Company and their respective associates had indicated that they had no intention to vote against the resolution to approve the proposed grant of the Refreshed General Mandate at the SGM.

Save as disclosed in this circular, at the Latest Practicable Date, there were no other persons who are required to abstain from voting in favour of the resolution for approving the proposed grant of the Refreshed General Mandate at the SGM.

Independent Board Committee

The Independent Board Committee, comprising Mr. Lam Chi Keung, Mr. Choi Wing Koon and Mr. Lam Wing Tat, all being independent non-executive Directors, has been established to advise the Independent Shareholders on the proposed grant of the Refreshed General Mandate.

Independent Financial Adviser

Donvex Capital has been appointed as the independent financial adviser to advise the Independent Board Committee and the Independent Shareholders in respect of the proposed grant of the Refreshed General Mandate.

– 9 –

LETTER FROM THE BOARD

4. RECOMMENDATION

Your attention is drawn to the letter of recommendation from the Independent Board Committee set out on page 11 of this circular and the letter of advice from the Independent Financial Adviser set out on pages 12 to 22 of this circular, which contains, among other matters, its advice to the Independent Board Committee and the Independent Shareholders in relation to the proposed grant of the Refreshed General Mandate and the principal factors considered by it in arriving at its recommendation.

The Independent Board Committee, having taken into account the advice of the Independent Financial Adviser, is of the opinion that the proposed grant of the Refreshed General Mandate is fair and reasonable so far as the Independent Shareholders are concerned and is in the best interests of the Company and its Shareholders and accordingly recommends the Independent Shareholders to vote in favour of the resolution relating to the proposed grant of the Refreshed General Mandate to be proposed at the SGM.

Accordingly, the Directors (including the independent non-executive Directors) consider that the proposed grant of the Refreshed General Mandate is fair and reasonable and is in the best interests of the Company and the Shareholders as a whole. Therefore, the Directors (including the independent non-executive Directors) recommend the Independent Shareholders to vote in favour of the relevant resolution to be proposed at the SGM.

5. RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Group. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this document misleading.

Yours faithfully,

For and on behalf of the Board

Lam Shiu Ming, Daneil Chairman

– 10 –

LETTER FROM THE INDEPENDENT BOARD COMMITTEE

UNIVERSE INTERNATIONAL HOLDINGS LIMITED 寰宇國際控股有限公司[*]

(Incorporated in Bermuda with limited liability)

(Stock Code: 1046)

23 January 2015

To the Independent Shareholders

Dear Sir/Madam

PROPOSED REFRESHMENT OF GENERAL MANDATE TO ISSUE SHARES

We have been appointed as the Independent Board Committee to advise the Independent Shareholders in connection with the proposed grant of the Refreshed General Mandate, details of which are set out in the circular of the Company to the Shareholders dated 23 January 2015 (“ Circular ”), of which this letter forms part. Terms defined in the Circular shall have the same meanings when used herein unless the context otherwise requires.

Having considered the advice of Independent Financial Adviser in relation thereto as set out in the Circular, we are of the view that the proposed grant of the Refreshed General Mandate is fair and reasonable so far as the Independent Shareholders are concerned and that the proposed grant of the Refreshed General Mandate is in the interests of the Company and the Shareholders as a whole.

Accordingly, we recommend the Independent Shareholders to vote in favour of the resolution to be proposed at the SGM to approve the proposed grant of the Refreshed General Mandate.

Yours faithfully,

For and on behalf of the Independent Board Committee

Lam Chi Keung Choi Wing Koon

Lam Wing Tai

Independent Non-executive Directors

• for identification purpose only

– 11 –

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

The following is the full text of the letter from Donvex Capital Limited setting out their advice to the Independent Board Committee and the Independent Shareholders, which has been prepared for the purpose of inclusion in this circular.

==> picture [103 x 62] intentionally omitted <==

Unit 1305, 13th Floor, Carpo Commercial Building 18-20 Lyndhurst Terrace Central Hong Kong

23 January 2015

The Independent Board Committee and the Independent Shareholders of Universe International Holdings Limited

Dear Sirs,

PROPOSED REFRESHMENT OF GENERAL MANDATE TO ISSUE SHARES

INTRODUCTION

We refer to our engagement as the Independent Financial Adviser to advise the Independent Board Committee and the Independent Shareholders in relation to the proposed grant of the Refreshed General Mandate, details of which are set out in the letter from the Board (the “Letter from the Board”) contained in the circular of the Company dated 23 January 2015 to the Shareholders (the “Circular”), of which this letter forms part. Terms used herein have the same meanings as those defined in the Circular unless otherwise stated.

As at the Latest Practicable Date, the Existing General Mandate which was granted to the Directors at the AGM of the Company held on 17 November 2014 was utilized as to 414,415,000 Shares, representing approximately 100.00% of the Existing General Mandate. Therefore, the Board proposes to seek approval of the Independent Shareholders for the proposed grant of the Refreshed General Mandate such that the Directors will be granted the authority to allot, issue and deal with new Shares not exceeding 20% of the total issued share capital of the Company as at the date of passing the relevant resolution at the SGM.

– 12 –

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

In accordance with Rule 13.39(4) of the Listing Rules, all the resolutions proposed at the SGM will be voted on by way of poll except where the chairman of the SGM, in good faith, decide to allow a resolution which relates purely to procedural or administrative matter to be voted on by a show of hands. The chairman of the SGM will at the meeting demand, pursuant to Bye-Law 66(a), voting by way of poll on the resolutions set out in the notice of the SGM. On a poll, subject to any special rights or restrictions as to voting for the time being attached to any Shares by or in accordance with the Bye-Laws, every Shareholder present in person (or being a corporation, is present by a representative duly authorised), or by proxy shall have one vote for every fully paid Share of which he/she is the holder.

As the proposed grant of the Refreshed General Mandate is to be proposed to the Shareholders before the Company’s next annual general meeting, pursuant to the Listing Rules, this proposal is subject to the Independent Shareholders’ approval by way of poll at the SGM. According to Rule 13.36(4) of the Listing Rules, any controlling Shareholders and their associates or, where there are no controlling Shareholders, Directors (excluding independent non-executive Directors) and the chief executive of the Company and their respective associates shall abstain from voting in favour of the resolution to approve the proposed grant of the Refreshed General Mandate.

To the best of the Company’s information and belief after having made reasonable enquiries, as to the Latest Practicable Date, the Company did not have any controlling Shareholder. Mr. Lam Shiu Ming, Daneil, an executive Directors and chairman of the Company, and his associates are in aggregate holding and entitled to exercise control over the voting rights in respect of 189,131,705 Shares, representing approximately 7.61% of the issued Shares. Mr. Lam Siu Keung, Alvin, the chief operation officer of the Company and the brother of Mr. Lam Shiu Ming, Daneil, is holding and entitled to exercise control over the voting rights in respect of 7,008,850 Shares, representing approximately 0.28% of the issued Shares. Accordingly, the Directors (excluding independent nonexecutive Directors) and the chief executive of the Company and their respective associates, holding in aggregate of 196,140,555 Shares, representing approximately 7.89% of the issued Shares, will abstain from voting in favour of the resolution to approve the proposed grant of the Refreshed General Mandate at the SGM.

As at the Latest Practicable Date, the Directors (excluding the independent non-executive Directors) and the chief executive of the Company and their respective associates had indicated that they had no intention to vote against the resolution to approve the proposed grant of the Refreshed General Mandate at the SGM.

– 13 –

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

Save as disclosed in the Circular, at the Latest Practicable Date, there were no other persons who are required to abstain from voting in favour of the resolution for approving the proposed grant of the Refreshed General Mandate at the SGM.

The Independent Board Committee, comprising Mr. Lam Chi Keung, Mr. Choi Wing Koon and Mr. Lam Wing Tat, all being independent non-executive Directors, has been established to advise the Independent Shareholders on the proposed grant of the Refreshed General Mandate. We, Donvex Capital Limited, have been appointed as the Independent Financial Adviser to advise the Independent Board Committee and the Independent Shareholders in this regard.

As at the Latest Practicable Date, we were independent from and not connected with the Group pursuant to Rule 13.84 of the Listing Rules and accordingly, were qualified to advise the Independent Board Committee and the Independent Shareholders with respect to the proposed grant of the Refreshed General Mandate. Apart from the normal advisory fee payable to us in connection with our appointment as the Independent Financial Adviser, no arrangement exists whereby we shall receive any other fees or benefits from the Company.

BASIS OF OUR OPINION

In formulating our opinion, we consider that we have reviewed sufficient and relevant information and documents and have taken reasonable steps as required under Rule 13.80 of the Listing Rules to reach an informed view and to provide a reasonable basis for our recommendation. We have relied on the information, statements, opinion and representations contained or referred to in the Circular and all information and representations which have been provided by the Directors, for which they are solely and wholly responsible, are true and accurate at the time when they were made and continue to be so at the date hereof. We have also assumed that all statements of belief, opinion and intention of the Directors as set out in the Letter from the Board contained in the Circular were reasonable made after due and careful inquiry. We have also sought and obtained confirmation from the Company that no material facts have been omitted from the information provided and referred to in the Circular.

The Directors have collectively and individually accepted full responsibility for the accuracy of the information contained in the Circular and have confirmed, having made all reasonable enquiries, which to the best of their knowledge and belief, that the information contained in the Circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement in the Circular or the Circular misleading.

– 14 –

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

We consider that we have been provided with sufficient information to reach an informed view and to provide a reasonable basis for our opinion. We have not, however, conducted any independent in-depth investigation into the business and affairs of the Company, or its subsidiaries or associates, nor have we considered the taxation implication on the Group or the Shareholders as a result of granting the Refreshed General Mandate. Our opinion is necessarily based on the financial, economic, market and other conditions in effect and the information made available to us as at the Latest Practicable Date. Shareholders should note that subsequent developments (including any material change in market and economic conditions) may affect and/or change our opinion and we have no obligation to update this opinion to take into account events occurring after the Latest Practicable Date or to update, revise or reaffirm our opinion. In addition, nothing contained in this letter should be construed as a recommendation to hold, sell or buy any Shares or any other securities of the Company.

Lastly, where information in this letter has been extracted from published or otherwise publicly available sources, it is the responsibility of Donvex Capital to ensure that such information has been correctly extracted from the relevant sources while we are not obligated to conduct any independent in-depth investigation into the accuracy and completeness of those information.

PRINCIPAL FACTORS AND REASONS CONSIDERED

In arriving at our opinion to the Independent Board Committee and the Independent Shareholders in respect of the proposed grant of the Refreshed General Mandate, we have considered the following principal factors and reasons:

1. Background of the proposed grant of the Refreshed General Mandate

The Group is principally engaged in distribution of films in various videogram formats, film exhibition, licensing and sub-licensing of film rights, leasing of investment properties, securities investment and money lending.

Pursuant to an ordinary resolution passed by the Shareholders at the AGM, the Directors were granted the Existing General Mandate to allot and issue up to 414,417,614 Shares, representing 20% of the issued share capital of the Company as at the date of the AGM.

Between the date of the AGM and the Latest Practicable Date, the Existing General Mandate was utilized as to 414,415,000 Shares, representing approximately 100.00% of the Existing General Mandate. There had not been any refreshment of the Existing General Mandate since the AGM up to the Latest Practicable Date.

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

2. Reasons for the proposed grant of the Refreshed General Mandate

In order to maintain financial flexibility for the Company to raise further funds through the issue of new Shares for its proposed transactions to be discussed below as well as its future business development as and when an opportunity arises, the Board proposes to seek the approval of Independent Shareholders at the SGM to grant the Refreshed General Mandate such that the Directors will be granted the authority to issue, allot and deal with new Shares not exceeding 20% of the total issued share capital of the Company at the date of SGM.

With reference to the announcements of the Company dated 30 October 2013, 30 June 2014 and 31 December 2014, the Group entered into a cooperative framework agreement with Guizhou Colorful Guizhou Town Construction Management Co., Ltd. (“Guizhou Colorful”)（貴州多彩貴州城建設經營有限公司）, a limited liability company established in the PRC, in relation to the proposed cooperation in a development project of Colorful Guizhou Town（多彩貴州城）, a commercial, leisure and tourism site to be constructed in Guiyang City, the PRC. During the construction and operation phase of Colorful Guizhou Town, the Group will provide design, planning and management and personnel training services to Guizhou Colorful, and will consider investment in and construction of highend theatres in Colorful Guizhou Town. The long stop date of the cooperative framework agreement had been currently extended to 30 June 2015.

With reference to the announcement of the Company dated 13 October 2014, the Group entered into a non-legally binding memorandum of understanding with a potential seller in respect of the proposed acquisition of all or part of the potential seller’s shareholding in a target company incorporated in the Cayman Islands with limited liability. The target company, together with its subsidiaries, are principally engaged in the production, supply and distribution of frames for eyeglasses and other optical products. The Board considers that the transaction as contemplated under such memorandum of understanding, if materialized, will enable the Company to tap into further business opportunities for the production and distribution of frames of eyeglasses and other optical products.

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

With reference to the announcement of the Company dated 6 November 2014, the Group entered into a joint venture agreement (the “JV Agreement”) with Round Table Family Group Limited (“Round Table”)（圓桌家族集團有限公司）, a company incorporated in the British Virgin Islands with limited liability, to jointly invest in Round Table Performance Entertainment Limited（圓桌舞台文化娛樂有限公司）(the “JV Company”). It is the intention of the Group and Round Table that the JV Company will engage in holding and sponsoring stage performance, concerts and other cultural events, as well as developing the entertainment business in Hong Kong and PRC (or such other businesses as may be agreed by the Group and Round Table), subject to compliance with all the relevant legal/regulatory requirements. Pursuant to the JV Agreement, apart from the initial issued share capital of the JV Company of HK$3.33 million, it is agreed by the Group and Round Table that the Group may, at the request of the JV Company and at any time as the Group may in its absolute discretion deem fit, provide the loan up to an aggregate amount of HK$46.67 million to the JV Company with a view of financing any future potential investments or projects of the JV Company on terms to be agreed between the Group and Round Table.

As confirmed by the Directors, save and except for the mentioned above, the Company has not entered or proposed to enter into any agreement, arrangement, understanding or undertaking, whether formal or informal and whether express or implied, and negotiation (whether concluded or not) with an intention to acquire any new assets/businesses/companies and/or to dispose of the existing businesses of the Group.

The Directors advised that additional funding or financial resources may be required by the Group to implement the abovementioned transactions pending for commitment as at the Latest Practicable Date if such transactions commit in the future. Also the Group will continue to pursue new investments/acquisitions encompassing in different business sectors in the future in order to further diversifying the Group’s business and broaden the income sources to maximize the return to the Shareholders. However, there is no certainty that cash resources of the Group will be adequate to fulfil such needs in a timely manner.

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

Given that equity financing under general mandate (i) does not incur any interest expenses on the Group as compared with bank financing; (ii) is less costly and timeconsuming than raising funds by way of placing under specific mandate, rights issue or open offer; and (iii) provides the Company with the capability to capture any capital raising and/or prospective investment opportunity as and when it arises, the Board proposes to refresh the Existing General Mandate for the Directors to allot, issue and deal with Shares with an aggregate nominal amount not exceeding 20% of the aggregate nominal amount of the issue share capital of the Company as at date of the SGM. The Board considers that the proposed grant of Refreshed General Mandate is necessary, fair and reasonable, and in the interests of the Company and the Shareholders as a whole.

Given the foregoing, we are of the view that the proposed grant of the Refreshed General Mandate would provide the Company with the necessary flexibility to fulfil the funding or financial needs for the commitment of the existing proposed transactions as at the Latest Practicable Date in addition to the future business development and/or investment decisions and/or if the Company is in need of funds for its operation in the future. Accordingly, we are of the view that the proposed grant of the Refreshed General Mandate is fair and reasonable, and in the interests of the Company and the Shareholders as a whole.

3. Fund raising activities of the Company during the past twelve months

Save for the fund raising activity mentioned below, the Company has not carried out other fund raising activities under the Existing General Mandate since the AGM up to the Latest Practicable Date:

				Actual use of
				proceeds as at
Date of		Net proceeds	Intended use	the Latest
announcement	Event	(approximately)	of proceeds	Practicable Date
9 December 2014	Placing of	HK$39.7 million	As general	Approximately, HK$27.2
and 18 December	414,415,000 new		working	million was utilized
2014	Shares at		capital of the	as general working
	HK$0.1 per		Group	capital of the Group and
	Share			approximately HK$12.5
				million was not yet utilized.

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

4. Flexibility in financing

Based on the audited consolidated statement of financial position as contained in the annual report of the Company for the year ended 30 June 2014, the audited consolidated current assets, audited consolidated current liabilities and the audited consolidated cash and cash equivalents of the Group were approximately HK$231.02 million, HK$90.07 million and HK$84.17 million respectively.

With reference to the Letter from the Board, the cash and cash equivalents of the Group was approximately HK$23.9 million as at 30 November 2014. The Directors advised that the existing cash resources of the Group, including the net proceeds in the amount of approximately HK$39.7 million, amongst which approximately HK$12.5 million had not yet utilized as at the Latest Practicable Date, from the placing of the Company as contemplated under the Existing General Mandate which completed on 18 December 2014, are sufficient for the Group to meet its daily operations and present working capital requirements.

As advised by the Directors, the Group does not obviate the possibilities of further issuing capital should there be investor(s) indicating interest in the business of the Company in the future although there were no such investors as at the Latest Practicable Date. The Directors also confirmed that the Company was not in need for fund raising and did not have any fund raising plan, and the Directors had no immediate plan to utilize the Refreshed General Mandate, if granted, to allot and issue Shares as at the Latest Practicable Date.

The Existing General Mandate is utilized as to 414,415,000 Shares, representing approximately 100.00% of the Existing General Mandate as at the Latest Practicable Date, and accordingly, only 2,614 Shares could be further allotted and issued under the Existing General Mandate should no refreshment of the Existing General Mandate is sought before the next annual general meeting of the Company which is expected to be held only in around November 2015.

Having considered that (i) the Existing General Mandate is almost fully utilized, and it is expected that the next annual general meeting will not take place until November 2015; (ii) the proposed grant of the Refreshed General Mandate could provide the Group with flexibility to allot and issue new Shares without the need to seek further approval from the Shareholders; and (iii) the Group could raise capital and to strengthen the capital base of the Group, if and when required, through placing of new Shares under the Refreshed General Mandate for further development of the Group in a timely manner, we are of the view that the proposed grant of the Refreshed General Mandate is in the interests of the Company and the Shareholders as a whole notwithstanding that the Group has sufficient internal resources to cover its daily operations and to meet its present working capital requirements and has no current intention nor plans to utilize the Refreshed General Mandate as at the Latest Practicable Date.

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

5. Other financing alternatives

As advised by the Company, apart from equity financing, the Group will also consider other financing alternatives such as debt financing and bank borrowings before making any investment decisions. The Group will consider the cost and other terms of the funding before deciding on the means of financing in order to maximum the benefit to the Shareholders. Furthermore, these alternatives may be subject to lengthy due diligence and negotiations. The Group will consider other pre-emptive equity financing methods such as rights issue and open offer as compared with the equity financing under the Refreshed General Mandate, taking into account the timing of the funding needs as compared with the time required for carrying a rights issue/open offer, the then market condition, and the interest expressed by and the terms offered by any prospective underwriters in respect of rights issue/open offer, which we consider reasonable factors to take into consideration when deciding the merits of such pre-emptive equity financings. The Company will consider seeking Shareholders’ approval for a specific mandate to issue new Shares if appropriate in the circumstances. It is noted that a specific mandate requires relatively longer time to allot and issue new Shares as compared with utilizing the general mandate and hence, may not be a suitable means of satisfying the financing need for prospective investment opportunity that requires timely commitment. The Directors advised us that they would exercise due and careful consideration when choosing the best method of financing for the Group.

We consider that the proposed grant of the Refreshed General Mandate will provide the Company with an additional financing alternative and it is reasonable for the Company to have the flexibility in deciding the financing methods, among the various means of financing, including but not limited to equity financing either under the Refreshed General Mandate or a specific mandate, pre-emptive equity financing and debt financing, for its future business development and the efficient use of its funds. Based on the above, we are of the view that the proposed grant of the Refreshed General Mandate is in the interests of the Company and the Shareholders as a whole.

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

6. Potential dilution to Independent Shareholders’ shareholdings

Set out below is a table showing the shareholding structure of the Company (i) as at the Latest Practicable Date; and (ii) for illustrative purpose, immediately upon the allotment and issue of Shares by the Company pursuant to the Refreshed General Mandate (assuming the Refreshed General Mandate is utilised in full and no further Shares are issued or repurchased by the Company):

Shareholders Globalcrest Enterprises Limited (Note 1) Ever Robust Holdings Limited Lam Siu Keung, Alvin (Note 2) Public Shareholders Shares to be issued under the Refreshed General Mandate Total:	(i) As at the Latest Practicable Date No. of Shares Approximate % 189,131,705 7.61 170,000,000 6.84 7,008,850 0.28 2,120,362,515 85.27 – – 2,486,503,070 100.00	(ii) Immediately upon the allotment and issue of Shares by the Company pursuant to the Refreshed General Mandate (assuming the Refreshed General Mandate is utilized in full and no further Shares are issued or repurchased by the Company) No. of Shares Approximate % 189,131,705 6.34 170,000,000 5.70 7,008,850 0.23 2,120,362,515 71.06 497,300,614 16.67 2,983,803,684 100.00	(ii) Immediately upon the allotment and issue of Shares by the Company pursuant to the Refreshed General Mandate (assuming the Refreshed General Mandate is utilized in full and no further Shares are issued or repurchased by the Company) No. of Shares Approximate % 189,131,705 6.34 170,000,000 5.70 7,008,850 0.23 2,120,362,515 71.06 497,300,614 16.67 2,983,803,684 100.00
			100.00

Notes

1. The entire issued share capital of Globalcrest Enterprise Limited is held by Central Core Resources Limited, the trustee of a discretionary trust under which certain immediate family members of Mr. Lam Shiu Ming, Daneil, an executive Director and chairman of the Company, are discretionary objects.

2. Mr. Lam Siu Keung, Alvin is the chief operation officer of the Company and the brother of Mr. Lam Shiu Ming, Daneil, an executive Director and chairman of the Company.

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

As illustrated in the table above, assuming no Shares will be issued and/or repurchased by the Company from the Latest Practicable Date to the date of the SGM, 497,300,614 new Shares can be issued upon full utilization of the Refreshed General Mandate, representing 20% of the issued share capital as at the date of the SGM, and the aggregate shareholding of the existing public Shareholders will decrease from approximately 85.27% as at the Latest Practicable Date to approximately 71.06% upon full utilization of the Refreshed General Mandate, representing a potential maximum decrease in shareholding of the existing public Shareholders of approximately 14.21%.

Taking into account that the proposed grant of the Refreshed General Mandate (i) would allow the Company to raise capital by allotment and issuance of new Shares before the next annual general meeting; (ii) would provide more flexibility and options of financing to the Group for its current and future business development as well as for other potential future investments and/or acquisitions as and when such opportunities arise; (iii) the above flexibility outweigh the dilution effect of the existing Shareholders as the Company is able to respond in a timely and effective manner to take advantages of any material investment opportunities for the benefit of the Company and its Shareholders as a whole; and (iv) the shareholding interests of all Shareholders in the Company will be diluted in proportion to their respective shareholdings upon any utilization of the Refreshed General Mandate, we are of the opinion that the potential dilution to the shareholdings of the public Shareholders as just mentioned is acceptable.

RECOMMENDATION

Having considered the abovementioned principal factors and reasons, we are of the view that the proposed grant of the Refreshed General Mandate is fair and reasonable so far as the Independent Shareholders are concerned and is in the interests of the Company and the Shareholders as a whole. Accordingly, we advise the Independent Board Committee to recommend the Independent Shareholders to vote in favour of the ordinary resolution to be proposed at the SGM to approve the proposed grant of the Refreshed General Mandate and we recommend the Independent Shareholders to vote in favour of the ordinary resolution in this regard.

Yours faithfully, For and on behalf of

Donvex Capital Limited Doris Sy

Director

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NOTICE OF SPECIAL GENERAL MEETING

UNIVERSE INTERNATIONAL HOLDINGS LIMITED 寰宇國際控股有限公司[*]

(Incorporated in Bermuda with limited liability)

(Stock Code: 1046)

NOTICE OF SPECIAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that a special general meeting of Universe International Holdings Limited (the “ Company ”) will be held at 18th Floor, Wyler Centre Phase II, 192-200 Tai Lin Pai Road, Kwai Chung, New Territories, Hong Kong on Monday, 9 February 2015, at 12:00 noon or in the event that a black rainstorm warning or a tropical cyclone warning signal number 8 or above is hoisted or remains hoisted in Hong Kong at 12 noon on that day, at the same time and place on the second Business Day (as defined in Note (1) below) after 9 February 2015 (or any adjournment thereof) (the “ SGM ”) for the purpose of considering and, if thought fit, passing the following resolution as an ordinary resolution of the Company:

ORDINARY RESOLUTION

“ THAT :

• (a) the general mandate granted to the directors of the Company (“ Directors ”) to allot, issue and deal with the unissued shares of the Company pursuant to an ordinary resolution passed at the annual general meeting of the Company held on 17 November 2014 be and is hereby revoked (without prejudice to any valid exercise of such general mandate prior to the passing of this resolution);

• (b) subject to the following provisions of this resolution, the exercise by the Directors during the Relevant Period (as defined below) of all the powers of the Company to allot, issue and deal with additional shares of the Company (“ Shares ”), and to make or grant offers, agreements and options (including warrants, bonds and debentures convertible into Shares) which would or might require the exercise of such powers, subject to and in accordance with all applicable laws, be and is hereby generally and unconditionally approved;

• for identification purpose only

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NOTICE OF SPECIAL GENERAL MEETING

• (c) the approval in paragraph (b) of this resolution shall authorise the Directors during the Relevant Period (as defined below) to make or grant offers, agreements and options (including warrants, bonds and debentures convertible into Shares) which would or might require the exercise of such powers after the end of the Relevant Period (as defined below);

• (d) the aggregate nominal amount of share capital of the Company allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) and issued by the Directors pursuant to the approval in paragraph (b) of this resolution, otherwise than pursuant to (i) a Rights Issue (as defined below); or (ii) the exercise of the conversion rights attaching to any convertible securities issued by the Company; (iii) the exercise of warrants to subscribe for Shares; (iv) the exercise of options granted under any share option scheme or similar arrangement for the time being adopted by the Company; or (v) an issue of Shares in lieu of the whole or part of a dividend on Shares in accordance with the bye-laws of the Company (“ Bye-Laws ”); shall not exceed 20% of the aggregate nominal amount of the share capital of the Company in issue as at the date of the passing of this resolution, and the said approval shall be limited accordingly; and

• (e) for the purposes of this resolution:

“ Relevant Period ” means the period from the passing of this resolution until whichever is the earliest of

• (i) the conclusion of the next annual general meeting of the Company;

• (ii) the expiration of the period within which the next annual general meeting of the Company is required by the Bye-Laws or any applicable laws of Bermuda to be held; or

• (iii) the date on which such mandate is revoked or varied by an ordinary resolution of the shareholders of the Company in general meeting.

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NOTICE OF SPECIAL GENERAL MEETING

“ Rights Issue ” means an offer of Shares open for a period fixed by the Directors to the holders of Shares or any class of Shares whose names appear on the registers of members of the Company on a fixed record date in proportion to their then holdings of such Shares as at that date (subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of, or the requirements of any recognised regulatory body or any stock exchange in, any territory applicable to the Company).”

By Order of the Board Lam Shiu Ming, Daneil Chairman

Hong Kong, 23 January 2015

Notes:

• (1) Business Day means any day (excluding Saturday) on which no black rainstorm warning or a tropical cyclone warning signal number 8 or above is hoisted or remains hoisted in Hong Kong at 12 noon on that day and on which licensed banks in Hong Kong are open for general banking business. If a black rainstorm warning or a tropical cyclone warning signal number 8 or above is hoisted or remains hoisted in Hong Kong at 12 noon on 9 February 2015, the SGM will not be held on that day but will be held at the same time and place on the second Business Day after 9 February 2015 (or any adjournment thereof).

• (2) A member entitled to attend and vote at the SGM is entitled to appoint another person as his proxy to attend and, on a poll, vote instead of him/her. A member who is the holder of two or more Shares may appoint more than one proxy to attend and vote on his/her behalf. A proxy need not be a member of the Company.

• (3) In order to be valid, the proxy form completed in accordance with the instructions set out therein, together with the power of attorney or other authority, if any, under which it is signed, or a certified copy of such power or authority, must be deposited at the principal place of business of the Company in Hong Kong situated at 18th Floor, Wyler Centre Phase II, 192-200 Tai Lin Pai Road, Kwai Chung, New Territories, Hong Kong not less than 48 hours before the time appointed for the SGM or any adjourned meeting thereof.

• (4) In the case of joint holders of any Share, any one of such joint holders may vote at the SGM, either in person or by proxy, in respect of such Share as if he/she were solely entitled thereto, but if more than one of such joint holders be present at the meeting the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint registered holders and for this purpose seniority shall be determined by the order in which the names stand in the register of members in respect of the joint holding.

• (5) Completion and return of proxy form will not preclude you from attending and voting in person at the SGM (or any adjournment thereof) should you so wish and in such event the proxy form shall be deemed to be revoked.

• (6) As at the date hereof, the Board comprises Mr. Lam Shiu Ming, Daneil, Mr. Hung Cho Sing, Mr. Yeung Kim Piu and Mr. Lam Kit Sun as executive Directors and Mr. Lam Chi Keung, Mr. Choi Wing Koon and Mr. Lam Wing Tai as independent non-executive Directors.

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