Sinopec Engineering Group Co Ltd. — Proxy Solicitation & Information Statement 2016

Jun 1, 2016

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 your 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, you should at once hand this circular and the accompanied form of proxy, to the purchaser(s) or transferee(s) or to the bank, stockbroker or other agent through whom the sale(s) or transfer(s) was effected for transmission to the purchaser(s) or transferee(s).

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 CHANGE OF COMPANY NAME AND NOTICE OF SPECIAL GENERAL MEETING

A letter from the board of directors of Universe International Holdings Limited is set out from pages 2 to 5 of this circular.

A notice convening the special general meeting of the Company to be held at 12:00 noon on Wednesday, 29 June 2016 at 18th Floor, Wyler Centre Phase II, 192-200 Tai Lin Pai Road, Kwai Chung, New Territories, Hong Kong is set out on pages SGM-1 to SGM-2 of this circular. A form of proxy for use at the special general meeting is enclosed with this circular. Whether or not you intend to attend and/or vote at the special general meeting, you are requested to complete and sign the accompanying form of proxy in accordance with the instructions printed thereon and return the same to the branch share registrar and transfer office of Universe International Holdings Limited in Hong Kong, Tricor Abacus Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong, as soon as possible and in any event not less than 48 hours before the time appointed for the holding of the special general meeting or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the special general meeting or any adjournment thereof should you so wish and in such event, the form of proxy previously submitted shall be deemed to be revoked.

2 June 2016

• for identification purpose only

CONTENTS

	Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	2
Notice of the SGM. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	SGM-1

– i –

DEFINITIONS

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

“Board”

the board of Directors

“Change of Company Name”

the proposed change of the English name of the Company from “Universe International Holdings Limited” to “Universe International Financial Holdings Limited” and the adoption of “寰宇國際金融控股有限公司” as the secondary name in Chinese of the Company to replace its existing Chinese name “寰宇國際控股有限公司”, which is currently used for identification purposes only

“Company” Universe International Holdings Limited, a company incorporated in Bermuda with limited liability, the issued Shares of which are listed on the Stock Exchange (Stock code: 1046)

“Director(s)” the director(s) of the Company “Group” the Company and its subsidiaries from time to time “Hong Kong” the Hong Kong Special Administrative Region of the People’s Republic of China “HK$” Hong Kong dollars, the lawful currency of Hong Kong “Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange “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 12:00 noon on Wednesday, 29 June 2016 at 18th Floor, Wyler Centre Phase II, 192-200 Tai Lin Pai Road, Kwai Chung, New Territories, Hong Kong, the notice of which is set out on pages SGM-1 to SGM-2 of this circular “Share(s)” ordinary share(s) of HK$0.01 each in the share capital of the Company “Shareholder(s)” holder(s) of the Share(s) “Stock Exchange” The Stock Exchange of Hong Kong Limited “%” per cent.

“Share(s)”

“Shareholder(s)” “Stock Exchange” “%”

– 1 –

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)

Executive Directors: Registered office: Mr. Lam Shiu Ming, Daneil Clarendon House Ms. Cheng Hei Yu 2 Church Street Mr. Hung Cho Sing Hamilton HM 11 Mr. Lam Kit Sun Bermuda Non-executive Director: Head office and principal place Mr. Chan Shiu Kwong Stephen of business in Hong Kong: 18th Floor Independent non-executive Directors: Wyler Centre Phase II Mr. Lam Chi Keung 192-200 Tai Lin Pai Road Mr. Choi Wing Koon Kwai Chung Mr. Lam Wing Tai New Territories Hong Kong 2 June 2016

To the Shareholders

Dear Sir or Madam

PROPOSED CHANGE OF COMPANY NAME

INTRODUCTION

Reference is made to the announcement of the Company dated 25 May 2016 regarding the Change of Company Name.

• for identification purpose only

– 2 –

LETTER FROM THE BOARD

The purpose of this circular is to provide you with information regarding the Change of Company Name and to give you notice of the SGM at which a special resolution of the Company will be proposed for consideration and, if thought fit, approval by the Shareholders on the Change of Company Name.

CHANGE OF COMPANY NAME

The Board proposes to change the English name of the Company from “Universe International Holdings Limited” to “Universe International Financial Holdings Limited” and to adopt “寰宇國際金融控股有限公司” as the secondary name in Chinese of the Company to replace its existing Chinese name “寰宇國際控股有限公司”, which is currently used for identification purposes only.

Conditions of the Change of Company Name

The Change of Company Name will become effective subject to the satisfaction of the following conditions:

• (1) the passing of a special resolution by the Shareholders at the SGM to approve the Change of Company Name; and

• (2) the Registrar of Companies in Bermuda approving the Change of Company Name.

Subject to the satisfaction of the conditions set out above, the Change of Company Name will take effect from the date of registration as set out in the certificate of incorporation on change of name and the certificate of secondary name. The Company will then carry out the necessary filing procedures with the Registrar of Companies in Hong Kong and will submit all relevant documents to the Stock Exchange.

Reasons for the Change of Company Name

The Group is principally engaged in film distribution and exhibition, licensing and sublicensing of film rights, properties and securities investment, money lending, trade, wholesale and retail of optical products, watch and jewellery products, securities brokerage and margin financing, training and coaching.

– 3 –

LETTER FROM THE BOARD

As announced by the Company on 21 August 2015, the Group entered into an agreement to acquire a company licensed under the SFO to carry out Type 1 (dealing in securities) and Type 4 (advising on securities) regulated activities. Completion of such acquisition took place in November 2015. It is the intention of the Group to leverage on the expertise of the management in such licensed corporation to further develop the securities brokerage and margin financing and money lending business of the Group.

The Board considers that the Change of Company Name will better reflect the current status of the Group and its direction of future development. The Board is of the opinion that the new name of the Company will provide the Group with a more suitable corporate image and identity which will benefit the Group’s future business development.

The Board believes that the Change of Company Name is in the best interests of the Company and the Shareholders as a whole.

Effect of the Change of Company Name

The Change of Company Name will not affect any rights of the holders of securities of the Company. The existing certificates of securities in issue bearing the present name of the Company will, after the Change of Company Name becoming effective, continue to be evidence of title to such securities and the existing share certificates will continue to be valid for trading, settlement, registration and delivery purposes. There will not be any arrangement for exchange of the existing certificates of securities for new certificates bearing the new name of the Company. Once the Change of Company Name becomes effective, new certificates of securities will be issued only in the new name of the Company.

Further announcement(s) will be made by the Company to inform the Shareholders of the results of the SGM, the effective date of the Change of Company Name and the new stock short name of the Company for trading of the shares of the Company on the Stock Exchange.

SGM

The SGM will be held at 12:00 noon on Wednesday, 29 June 2016 at 18th Floor, Wyler Centre Phase II, 192-200 Tai Lin Pai Road, Kwai Chung, New Territories, Hong Kong for the Shareholders to consider and, if thought fit, approve the Change of Company Name. The notice convening the SGM is set out on pages SGM-1 to SGM-2 of this circular.

– 4 –

LETTER FROM THE BOARD

A form of proxy for use at the SGM is enclosed. Whether or not you are able to attend the SGM, you are requested to complete and sign the accompanying form of proxy in accordance with the instructions printed thereon and return the same to the Registrar, Tricor Abacus Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding of 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 should you so wish and in such event, the form of proxy previously submitted shall be deemed to be revoked.

In accordance with the requirement of Rule 13.39(4) of the Listing Rules, the votes for the special resolution relating to the Change of Name by the Shareholders at the SGM must be taken by way of poll.

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 Company. 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 misleading.

RECOMMENDATION

The Directors consider that the Change of Company Name is in the best interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend the Shareholders to vote in favour of such resolution to be proposed at the SGM.

By Order of the Board Universe International Holdings Limited Lam Shiu Ming, Daneil Chairman and Executive Director

– 5 –

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 IS HEREBY GIVEN that a special general meeting (the “ SGM ”) of Universe International Holdings Limited (the “ Company ”) will be held at 12:00 noon on Wednesday, 29 June 2016 at 18th Floor, Wyler Centre Phase II, 192-200 Tai Lin Pai Road, Kwai Chung, New Territories, Hong Kong for the purpose of considering and, if thought fit, passing the following resolution as a special resolution of the Company:

SPECIAL RESOLUTION

“ THAT subject to the entry of “Universe International Financial Holdings Limited” as the new English name and the entry of “寰宇國際金融控股有限公司” as the new secondary name in Chinese of the Company in the register maintained by the Registrar of Companies in Bermuda and the issue of a certificate of incorporation on change of name and a certificate of secondary name by the Registrar of Companies in Bermuda, the English name of the Company be changed from “Universe International Holdings Limited” to “Universe International Financial Holdings Limited” and “寰宇國際金融控股有限公司” be registered as the secondary name in Chinese of the Company to replace its existing Chinese name “寰宇國際控股有限公司”, which is currently used for identification purpose only with effect from the date of registration as set out in the certificate of incorporation on change of name and the certificate of secondary name issued by the Registrar of Companies in Bermuda; and the directors of the Company be and are hereby authorised generally to do such acts and things and execute all documents (whether by hand, under seal or as a deed) or make such arrangements as they may consider necessary or expedient to effect the aforesaid change of name of the Company.”

By Order of the Board Universe International Holdings Limited Lam Shiu Ming, Daneil Chairman and Executive Director

Hong Kong, 2 June 2016

• for identification purpose only

SGM – 1

NOTICE OF SPECIAL GENERAL MEETING

Registered office: Head office and principal place of Clarendon House business in Hong Kong: 2 Church Street 18th Floor Hamilton HM 11 Wyler Centre Phase II Bermuda 192-200 Tai Lin Pai Road Kwai Chung New Territories Hong Kong

Notes:

1. Any member of the Company entitled to attend and vote at the SGM shall be entitled to appoint another person (who must be an individual) as his/her/its proxy to attend and vote instead of him/her/it and a proxy so appointed shall have the same right as the member to speak at the SGM. A proxy need not be a member of the Company. A member who is the holder of two or more shares may appoint more than one proxy to represent him/her/it and to attend and vote in his/her/its stead at the SGM.

2. To be valid, the form of proxy must be duly completed in accordance with the instructions printed thereon and deposited, together with the power of attorney or other authority (if any) under which it is signed or a certified copy of such power of attorney or authority, at the Company’s branch share registrar and transfer office in Hong Kong, Tricor Abacus Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong not less than 48 hours before the time appointed for holding the SGM or adjourned meeting.

3. Completion and delivery of the form of proxy will not preclude a member of the Company from attending and voting in person at the SGM or any adjournment thereof should such member so wishes, and in such event, the instrument appointing a proxy previously submitted shall be deemed revoked.

4. Where there are joint holders of any share of the Company, any one of such joint holders may vote, either in person or by proxy, in respect of such share as if he was solely entitled to vote, but if more than one of such joint holders are present at the meeting, the most senior holder shall alone be entitled to vote, whether in person or by proxy. For this purpose, seniority shall be determined by reference to the order in which the names of the joint holders stand first on the register of members of the Company in respect of the joint holding.

5. In compliance with the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, all resolutions to be proposed at the SGM convened by this notice will be voted on by way of poll.

SGM – 2