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Sinopec Engineering Group Co Ltd. Capital/Financing Update 2016

Sep 8, 2016

14896_rns_2016-09-08_8334a651-7969-4c76-b987-2f51c7221693.pdf

Capital/Financing Update

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Excess Application Form No.

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IMPORTANT

Reference is made to the prospectus (the “ Prospectus ”) issued by Universe International Financial Holdings Limited dated 9 September 2016 in relation to the Rights Issue. Terms defined in the Prospectus shall bear the same meanings when used herein unless the context otherwise requires.

Hong Kong Exchanges and Clearing Limited, the Stock Exchange and HKSCC take no responsibility for the contents of this document, 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 document.

THIS DOCUMENT IS VALUABLE BUT IS NOT TRANSFERABLE AND IS FOR THE USE ONLY OF THE QUALIFYING SHAREHOLDER(S) NAMED BELOW WHO WISH(ES) TO APPLY FOR THE RIGHTS SHARES IN ADDITION TO THOSE PROVISIONALLY ALLOTTED TO HIM/HER/THEM/IT. APPLICATIONS MUST BE RECEIVED BY THE HONG KONG BRANCH SHARE REGISTRAR BY NO LATER THAN 4:00 P.M. ON MONDAY, 26 SEPTEMBER 2016.

IF YOU ARE IN ANY DOUBT AS TO ANY ASPECT OF THIS DOCUMENT OR AS TO THE ACTION TO BE TAKEN, YOU SHOULD OBTAIN INDEPENDENT PROFESSIONAL ADVICE. This form of application for excess Rights Shares (“ EAF ”) and any acceptance of and application made under it are governed by and shall be construed in accordance with the laws of Hong Kong. A copy of this EAF, together with a copy of each of the Prospectus and the PAL and the written consent referred to in the paragraph headed “Qualification of expert, consent and its interest in assets” in Appendix III to the Prospectus, has been registered with the Registrar of Companies in Hong Kong as required by Section 342C of the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Chapter 32 of the Laws of Hong Kong). The Registrar of Companies in Hong Kong and the Securities and Futures Commission of Hong Kong take no responsibility as to the contents of any of these documents.

Dealings in the Shares and the Rights Shares in both nil-paid and fully-paid forms may be settled through CCASS and you should consult your licensed securities dealer or registered institution in securities, bank manager, solicitor, professional accountant or other professional advisers for details of those settlement arrangements and how such arrangements may affect your rights and interests.

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UNIVERSE INTERNATIONAL FINANCIAL HOLDINGS LIMITED 寰宇國際金融控股有限公司

(Incorporated in Bermuda with limited liability)

(Stock Code: 1046)

Branch share registrar in Hong Kong: RIGHTS ISSUE ON THE BASIS OF TWO (2) RIGHTS SHARES Tricor Abacus Limited FOR EVERY ONE (1) EXISTING SHARE HELD ON THE RECORD DATE Level 22, Hopewell Centre 183 Queen’s Road East AT THE SUBSCRIPTION PRICE OF HK$0.60 PER RIGHTS SHARE Hong Kong PAYABLE IN FULL UPON ACCEPTANCE BY NO LATER THAN 4:00 P.M. ON MONDAY, 26 SEPTEMBER 2016

EXCESS APPLICATION FORM

Name(s) and address of Qualifying Shareholder(s)

Registered Office of the Company: Clarendon House 2 Church Street Hamilton HM 11 Bermuda

Head Office and Principal Place of Business in Hong Kong: 18th Floor Wyler Centre Phase II 192-200 Tai Lin Pai Road Kwai Chung New Territories Hong Kong 9 September 2016

Application can only be made by the Qualifying Shareholder(s) named here.

To: The Directors

Universe International Financial Holdings Limited (the “Company”)

Dear Sirs,

I/We, being the Qualifying Shareholder(s) named above, hereby irrevocably apply for

excess Rights Shares at the subscription price of HK$0.60

per Rights Share under the Rights Issue. I/We enclose a separate remittance in favour of “ Universe International Financial Holdings Limited – Excess Application Account ” for HK$ and crossed “Account Payee Only”, being payment in full on application, and I/we hereby request you to allot such excess Rights Shares applied for, or any smaller number to me/us, and to send by ordinary post at my/our risk to my/our address on the register of members of the Company for the number of excess Rights Shares as may be allotted to me/us in respect of this application and/or a cheque for any application monies refundable to me/us. The Board will allocate the excess Rights Shares to Qualifying Shareholders who have applied for excess application on a pro-rata basis on the excess Rights Shares applied by them, without involving allocation of any fractional Rights Share. No preference will be given to topping up odd lots of Shares to whole board lots of Shares. Shareholders who have been offered odd lots of the Rights Shares should note that there is no guarantee that such odd lots of the Rights Shares will be topped up to create whole board lots pursuant to applications for excess Rights Shares. No reference will be made to the Rights Shares comprised in applications by PAL or the existing number of Shares held by the Qualifying Shareholders.

I/We hereby undertake to accept such number of excess Rights Shares as may be allotted to me/us as aforesaid upon the terms set out in the Prospectus and this EAF and subject to the memorandum of association and bye-laws of the Company. In respect of any excess Rights Shares allotted to me/us, I/we authorise you to place my/our name(s) on the register of members of the Company as holder(s) of such Rights Shares.

3 .

4 .

1 . 2 .

Signature(s) of applicant(s) (all joint applicants must sign)

Contact Telephone Number:

Date:

2016

This form should be completed and signed as indicated herein and lodged together with payment of HK$0.60 per Rights Share for the number of excess Rights Shares applied for (in cheque(s) or cashier’s order(s)), at the Company’s branch share registrar in Hong Kong, Tricor Abacus Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong by no later than 4:00 p.m. on Monday, 26 September 2016. All remittances must be made in Hong Kong dollars and by cheque or cashier’s order. Cheques must be drawn on an account with, and cashier’s orders must be issued by, a licensed bank in Hong Kong and made payable to “Universe International Financial Holdings Limited – Excess Application Account” and crossed “Account Payee Only”. No receipt will be issued for such remittance.

All cheques and cashier’s orders will be presented for payment immediately following receipt and all interest earned on such monies (if any) will be retained for the benefit of the Company. Completion and return of this form together with a cheque or cashier’s order in payment for the excess Rights Shares applied for will constitute a warranty by the applicant that the cheque or cashier’s order will be honoured on first presentation. If any cheque or cashier’s order accompanying this form is dishonored on first presentation, without prejudice to the other rights of the Company, this form is liable to be rejected. You must pay the exact amount payable upon application for the Rights Shares, underpaid application will be rejected. In the event of overpaid application, a refund cheque will be made out to you only if the overpaid amount is HK$100 or above.

The Prospectus and the related application forms have not been and will not be registered under any applicable securities of any jurisdictions other than Hong Kong.

No action has been taken to obtain permission of the offering of the Rights Shares, or the distribution of the Prospectus or any of the related application forms, in any jurisdiction other than Hong Kong. Accordingly, no person receiving a copy of any of the Prospectus or any of the related application forms in any jurisdiction outside Hong Kong may treat it as an offer or invitation to apply for excess Rights Shares, unless in the relevant jurisdictions such an offer or invitation could lawfully be made without compliance with any registration or other legal or regulatory requirements.

It is the responsibility of anyone outside Hong Kong wishing to make on his/her/its/their behalf an application for the Rights Shares to satisfy himself/herself/itself/themselves as to the full observance of the applicable laws and regulations of the relevant jurisdictions including obtaining of any governmental or other consents and to pay any taxes, duties and other amounts required to be paid in such territory or jurisdiction in connection therewith. By completing, signing and submitting this Excess Application Form, each subscriber of the Rights Shares will be deemed to have given a warrant to the Company and the Underwriter that these local registration, legal and regulatory requirements have been fully complied with. For the avoidance of doubt, neither HKSCC nor HKSCC Nominees Limited is subject to any of the representations and warranties. If you are in any doubt as to your position, you should consult your professional advisers.

You will be notified by the Company’s branch share registrar in Hong Kong of any allotment of excess Rights Shares made to you. If no excess Rights Shares are allotted to you, it is expected that cheque(s) for the amount tendered on application will be posted to you in full without interest at your own risk on or before Thursday, 6 October 2016. If the number of excess Rights Shares allotted to you is less than that applied for, it is expected that cheque(s) for the surplus application monies will be posted to you without interest at your own risk on or before Thursday, 6 October 2016. Any such cheque(s) will be drawn in favour of the person(s) named on this form. It is expected that certificates in respect of the excess Rights Shares, will be posted on or before Thursday, 6 October 2016. You, except HKSCC Nominees Limited, will receive one share certificate for the entitlement to the Rights Shares in fully-paid form.

All documents, including cheques for amounts due, will be sent by ordinary post at the risk of the persons entitled thereto to their respective addresses shown on the register of members of the Company. I/We, hereby undertake to accept such number of excess Rights Shares as may be allotted to me/us aforesaid upon the terms set out in the Prospectus and subject to the memorandum of association and bye-laws of the Company. In respect of any excess Rights Shares allotted to me/us, I/we authorise you to place my/our name(s) on the register of members of the Company as holder(s) of such Rights Shares.

Termination of the Underwriting Agreement

The Underwriter may terminate the Underwriting Agreement by notice in writing on or before 4:00 p.m. on Thursday, 29 September 2016 if prior to the Latest Time for Termination:

  • (1) in the reasonable opinion of the Underwriter, the success of the Rights Issue would be materially and adversely affected by:

    • (a) the introduction of any new regulation or any change in existing law or regulation (or the judicial interpretation thereof) or other occurrence of any nature whatsoever which may, in the reasonable opinion of the Underwriter, materially and adversely affect the business or the financial or trading position of the Group as a whole or is materially adverse in the context of the Rights Issue; or

    • (b) the occurrence of any local, national or international event or change (whether or not forming part of a series of events or changes occurring or continuing before, and/or after the date of the Underwriting Agreement), of a political, military, financial, economic or other nature (whether or not ejusdem generic with any of the foregoing), or in the nature of any local, national or international outbreak or escalation of hostilities or armed conflict, or affecting local securities markets which may, in the reasonable opinion of the Underwriter materially and adversely affect the business or the financial or trading position of the Group as a whole; or

    • (c) any material adverse change in the business or in the financial or trading position of the Group as a whole; or

    • (d) the imposition of any moratorium, suspension or material restriction on trading of the Shares on the Stock Exchange due to exceptional financial circumstances or otherwise; or

    • (e) any suspension in the trading of securities generally or the Company’s securities on the Stock Exchange for a period of more than 20 consecutive business days, excluding any suspension in connection with the clearance of the Announcement or the Prospectus Documents or other announcements or circulars in connection with the Rights Issue; or

  • (2) any material adverse change in market conditions (including, without limitation, a change in fiscal or monetary policy or foreign exchange or currency markets, suspension or restriction of trading in securities, and a change in currency conditions for the purpose of the Underwriting Agreement includes a change in the system under which the value of the Hong Kong currency is pegged with that of the currency of the United States of America) occurs which in the reasonable opinion of the Underwriter makes it inexpedient or inadvisable to proceed with the Rights Issue; or

  • (3) the Prospectus in connection with the Rights Issue when published contain information (either as to the condition of the Group or as to its compliance with any laws or the Listing Rules or any applicable regulations) which has not prior to the date of the Underwriting Agreement been publicly announced or published by the Company and which may in the reasonable opinion of the Underwriter is material to the Group as a whole and is likely to affect materially and adversely the success of the Rights Issue or might cause a prudent investor not to apply for its provisional allotment of Rights Shares under the Rights Issue.

Pursuant to the Underwriting Agreement, the Underwriter is also entitled by notice in writing to the Company served prior to the Latest Time for Termination to rescind the Underwriting Agreement if prior to the Latest Time for Termination:

  • (1) any material breach of any of the warranties or undertakings contained in the Underwriting Agreement comes to the knowledge of the Underwriter; or

  • (2) any event occurring or matter arising on or after the date of the Underwriting Agreement and prior to the Latest Time for Termination which if it had occurred or arisen before the date of the Underwriting Agreement would have rendered any of the representations, warranties and undertakings given by the Company contained in the Underwriting Agreement untrue or incorrect in any material respect comes to the knowledge of the Underwriter.

If prior to the Latest Time for Termination any such notice as is referred to above is given by the Underwriter, the obligations of all parties under the Underwriting Agreement save in respect of any rights and obligations which may accrue under the Underwriting Agreement prior to such termination) shall terminate forthwith. In the event the Underwriter exercises its right to terminate or rescind the Underwriting Agreement as described above, the Rights Issue will not proceed.

Shareholders and potential investors are advised to exercise caution when dealing in the Shares.

It should be noted that the existing Shares have been dealt in on an ex-rights basis as from Wednesday, 31 August 2016 and that the Rights Shares will be traded in their nil-paid form from 9:00 a.m. on Tuesday, 13 September 2016 to 4:00 p.m. on Wednesday, 21 September 2016, both days inclusive. Such dealings will take place during the period when certain conditions to which the Rights Issue is subject remain unfulfilled. Any Shareholder or other person dealing in the existing Shares during the period up to the date on which all conditions to which the Rights Issue is subject are to be fulfilled, and any Shareholder or other person dealing in the Rights Shares in their nil-paid form will accordingly bear the risk that the Rights Issue may not become unconditional and therefore may not proceed. Any Shareholder or other person contemplating dealing in the existing Shares or the Rights Shares in their nil-paid form during such period who is in any doubt about his/her/its position is recommended to consult his/her/its professional adviser.

A SEPARATE CHEQUE OR CASHIER’S ORDER MUST ACCOMPANY EACH APPLICATION NO RECEIPT WILL BE GIVEN For office use only

Application no. Number of excess Rights Sharesapplied for Amount paid on application Balance refunded
HK$ HK$