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

Apr 18, 2016

14896_rns_2016-04-18_1008b4c1-99ab-4aab-9d3a-c6137a30d626.pdf

Proxy Solicitation & Information Statement

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

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 the special general meeting (the “ SGM ”) of Universe International Holdings Limited (the “ Company ”) will be held at 18/F, Wyler Centre Phase II, 192-200 Tai Lin Pai Road, Kwai Chung, New Territories, Hong Kong on Thursday, 12 May 2016 at 12:00 noon for the purpose of considering and, if thought fit, passing with or without modifications, the following resolution of the Company:

ORDINARY RESOLUTION

THAT the grant of share options (the “ Options ”) to Mr. Lam Siu Keung, Alvin entitling him to subscribe for 2,962,900 ordinary shares of HK$0.01 each in the share capital of the Company (the “ Shares ”) at an exercise price of HK$0.92 per Share under the share option scheme of the Company adopted by the Company on 2 December 2013 (the “ Share Option Scheme ”) and otherwise on such terms as stipulated in the offer letter to Mr. Lam Siu Keung, Alvin issued by the Company pursuant to the Share Option Scheme be and is hereby approved and THAT the board of directors of the Company be and is hereby authorised to exercise all rights and powers available to it as it may in its sole discretion consider necessary or expedient to give full effect to the grant of the Options to Mr. Lam Siu Keung, Alvin and the issue of the Shares upon the exercise of the Options by Mr. Lam Siu Keung, Alvin.”

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

Hong Kong, 19 April 2016

  • for identification purposes only

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Registered office: Head Office and principal place of business: Clarendon House 18th Floor 2 Church Street Wyler Centre Phase II Hamilton HM 11 192-200 Tai Lin Pai Road Bermuda 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 proxy to attend and vote instead of him 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 and to attend and vote in his 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.

As at the date of this notice, the board of Directors comprises four executive Directors, namely, Mr. Lam Shiu Ming, Daneil, Ms. Cheng Hei Yu, Mr. Hung Cho Sing and Mr. Lam Kit Sun; one non-executive Director, namely Mr. Chan Shiu Kwong Stephen; and three independent non-executive Directors, namely Mr. Lam Wing Tai, Mr. Choi Wing Koon and Mr. Lam Chi Keung.

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