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

Apr 18, 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 the transferee(s) or to the bank, stockbroker or other agent through whom the sales or transfer was effected for transmission to the purchaser(s) or the 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)

(I) GRANT OF SHARE OPTIONS; AND (II) NOTICE OF SPECIAL GENERAL MEETING

A letter from the board of directors of Universe International Holdings Limited is set out from pages 3 to 9 of this circular.

A notice convening the special general meeting of Universe International Holdings Limited to 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 is set out on pages 10 to 11 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.

19 April 2016

• for identification purpose only

CONTENTS

	Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Notice of Special General Meeting. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10

– i –

DEFINITIONS

In this circular, unless the context otherwise requires, capitalised terms used shall have the following meanings:

“associate(s)”

has the meaning ascribed to it under the Listing Rules

• “Board”

the board of Directors of the Company

• “Capital Reorganisation”

the proposal for the capital reorganisation put forward to the Shareholders as set out in the circular of the Company dated 23 February 2016 and approved by the Shareholders at the special general meeting of the Company held on 17 March 2016 involving, among other steps, (i) the proposed share consolidation of 10 Old Shares into 1 consolidated share of HK$0.10 each and (ii) the proposed reduction of the share capital of the Company whereby the par value of each of the then issued consolidated shares of HK$0.10 each will be reduced from HK$0.10 to HK$0.01 each by cancelling the paid-up capital of the Company to the extent of HK$0.09 on each of the then issued consolidated share and thereby creating the Existing Shares

“Company”

• Universe International Holdings Limited, a company incorporated in the Bermuda, the issued shares of which are listed on the Stock Exchange Hong Kong Limited (stock code: 1046)

• “connected person(s)”

has the meaning ascribed to it under the Listing Rules

• “Date of Grant”

• 4 March 2016, being the date on which the Options were conditionally granted to Mr. Lam Siu Keung, Alvin

“Directors”

• directors of the Company

• “Existing Share(s)”

• ordinary share(s) of HK$0.01 each in the capital of the Company after the Capital Reorganisation became effective on 18 March 2016

• “Group”

the Company and its subsidiaries

• “Hong Kong”

the Hong Kong Special Administrative Region of the PRC

– 1 –

DEFINITIONS

• “Independent Shareholders” Shareholders other than those who are required by the Listing Rules to abstain from voting on the relevant resolution(s) at the SGM

• “Latest Practicable Date” 14 April 2016, being the latest practicable date prior to the printing of this circular for ascertaining certain information referred to in this circular

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

• “Old Share(s)” ordinary share(s) of HK$0.01 each in the capital of the Company prior to the Capital Reorganisation become effective

• “Options” the options conditionally granted to Mr. Lam Siu Keung, Alvin under the Share Option Scheme to subscribe for an aggregate of 2,962,900 Existing Shares at the exercise price of HK$0.92 per Existing Share

• “Outstanding Options” the options (excluding the Options) granted to participants under the Share Option Scheme to subscribe for the Shares which remain outstanding as at the Latest Practicable Date

• “SGM” the special general meeting of the Company convened to be held for the Independent Shareholders to consider and, if thought fit, approve the grant of the Options

• “Share(s)” the Old Share(s), or as the case may be, the Existing Share(s)

• “Share Option Scheme” the share option scheme of the Company adopted on 2 December 2013

• “Shareholder(s)” holder(s) of the Old Shares or Existing Shares, as the case may be

• “Stock Exchange”

The Stock Exchange of Hong Kong Limited

• “substantial shareholder”

has the meaning ascribed to it under the Listing Rules

“HK$”

Hong Kong dollars, the lawful currency of Hong Kong

“%”

per cent.

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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: Mr. Lam Shiu Ming, Daneil (Chairman) Ms. Cheng Hei Yu Mr. Hung Cho Sing Mr. Lam Kit Sun

Registered office: Clarendon House 2 Church Street Hamilton HM 11 Bermuda

Non-executive Director: Mr. Chan Shiu Kwong Stephen

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

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 19 April 2016

To the Shareholders

Dear Sir or Madam,

(I) GRANT OF SHARE OPTIONS; AND

(II) NOTICE OF SPECIAL GENERAL MEETING

INTRODUCTION

Reference is made to the announcement of the Company dated 4 March 2016 in relation to, among others, the grant of the Options to Mr. Lam Siu Keung, Alvin.

• for identification purpose only

– 3 –

LETTER FROM THE BOARD

The purpose of this circular is to provide you with (i) further information in respect of the grant of Options; (ii) the recommendation of the Board, including all independent non-executive Directors, in relation to the grant of the Options; and (iii) the notice of the SGM at which ordinary resolutions will be proposed for the Independent Shareholders to consider and, if thought fit, approve the grant of the Options.

GRANT OF THE OPTIONS

On 4 March 2016, the Board resolved to conditionally grant to Mr. Lam Siu Keung, Alvin Options entitling him to subscribe for 2,962,900 Existing Shares under the Share Option Scheme, subject to acceptance of Mr. Lam Siu Keung, Alvin and conditional upon the approval by the Independent Shareholders at the SGM. Details of the Options granted are as follows:

Date of Grant: 4 March 2016

Exercise price of HK$0.92 per Existing Share. The exercise price of Options granted: HK$0.092 per Old Share before adjustments for the effect of the Capital Reorganisation (as detailed below) represents the highest of:

• (i) the closing price of HK$0.077 per Old Share as stated in the daily quotation sheets issued by the Stock Exchange on the Date of Grant;

• (ii) the average closing price of HK$0.092 per Old Share as stated in the daily quotation sheets issued by the Stock Exchange for the five consecutive business days immediately preceding the Date of Grant; and

• (iii) the nominal value of HK$0.01 per Old Share

• Number of Options granted: 2,962,900 Options (each Option shall entitle the holder of such Option to subscribe for one Existing Share)

Exercise period of 2 years from 4 March 2016 to 3 March 2018 the Options:

Consideration for the grant of HK$1.00 to be paid by Mr. Lam Siu Keung, Alvin upon the the Options: acceptance of the Options granted

– 4 –

LETTER FROM THE BOARD

The Shares to be allotted upon the exercise of the Options shall rank pari passu with the Shares then in issue in all respects, including voting rights, entitlement to dividends, transfer and other rights (including those arising on liquidation of the Company) paid or made on or after the relevant exercise date of the Options. The Options themselves, however, do not carry any right to voting, dividend, transfer or other rights (including those arising on the liquidation of the Company) prior to their being exercised and the underlying Shares being issued.

LISTING RULES IMPLICATIONS

Pursuant to Rule 17.04(1) of the Listing Rules and the Share Option Scheme, the grant of the options by the Company to any Director, chief executive, or substantial shareholder of the Company or any of their respective associates must be approved by the independent non-executive Directors (excluding independent non-executive Director who is the grantee of the options concerned). The grant of the Options to Mr. Lam Siu Keung, Alvin has been reviewed and approved by the independent non-executive Directors.

In addition, pursuant to Rule 17.03(4), where any further grant of the options to any participant would result in the Shares issued and to be issued upon exercise of all options already granted and to be granted under the Share Option Scheme or any other schemes of the Group to such person (including options exercised, cancelled and outstanding) in the 12-month period up to and including the date of such further grant representing in aggregate over 1% of the relevant class of shares of the Company in issue, such further grant must be separately approved by the Shareholders in general meeting. The grantee and his associates must abstain from voting in favour of such grant at the general meeting.

As at the Date of Grant, there were 1,481,920,921 Old Shares in issue. As at the Latest Practicable Date, Mr. Lam Siu Keung, Alvin was interested in (i) 334,367 Outstanding Options granted on 21 July 2014 entitling him to subscribe for 334,367 Existing Shares at an exercise price of HK$10.77 per Existing Share; and (ii) 1,481,490 Outstanding Options granted on 30 September 2015 entitling him to subscribe for 1,481,490 Existing Shares at an exercise price of HK$1.69 per Existing Share. The grant of the Options to Mr. Lam Siu Keung, Alvin would result in the Shares to be issued upon exercise of the Options to be granted to Mr. Lam Siu Keung, Alvin in the 12-month period up to and including the Date of Grant representing in aggregate over 1% of the relevant class of Shares of the Company in issue. Accordingly, such grant of Options must be separately approved by the Independent Shareholders at the SGM.

– 5 –

LETTER FROM THE BOARD

As required under Rule 17.04(1) of the Listing Rules, Mr. Lam Siu Keung, Alvin and his associates must abstain from voting in favour of such resolution(s) at SGM. As at the Latest Practicable Date, (i) Mr. Lam Siu Keung, Alvin did not hold any Existing Share; (ii) Mr. Lam Shiu Ming, Daneil, an associate of Mr. Lam Siu Keung, Alvin, did not hold any Existing Share; and (iii) Globalcrest Enterprises Limited held 5,673,951 Existing Shares (representing approximately 3.19% of the issued share capital of the Company). The entire issued share capital of Globalcrest Enterprises 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 are discretionary objects. Accordingly, Globalcrest Enterprises Limited shall abstain from voting in favour of the resolution(s) to be proposed at the SGM to approve the grant of the Options.

REASONS FOR THE GRANT OF THE OPTIONS

Mr. Lam Siu Keung, Alvin is the general manager of film production and film distribution division of the Group. Given his expertise and management skills, his continued contributions to the Group will be important for the future development of the Group. The Directors considered that in order to enhance the Company’s capability to motivate and retain Mr. Lam Siu Keung, Alvin, and to further align his interests with the interests of the Company and the Shareholders as a whole, it is important that the Company provides Mr. Lam Siu Keung, Alvin with further incentives by offering him an opportunity to obtain further ownership interest in the Company. The grant of the Options serves to provide incentives or rewards to Mr. Lam Siu Keung, Alvin for his contributions to the Group and to retain him who is considered to be valuable to the Group.

In view of the above, the grant of the Options to Mr. Lam Siu Keung, Alvin is considered to be in the interests of the Company and the Shareholders as a whole.

– 6 –

LETTER FROM THE BOARD

ADJUSTEMENTS TO THE OPTIONS

As a result of the Capital Reorganisation, adjustments were required to be made to the exercise price and number of the Options under the Share Option Scheme. Details of such adjustments, which became effective on the effective date of the Capital Reorganisation, are as follows:

Immediately before the completion of	Immediately before the completion of	Immediately after	the completion of
the Capital Reorganisation		the Capital Reorganisation
		Number of
Number of Old Shares to		Existing Shares
be issued under	Exercise price per	to be issued	Adjusted exercise
the Options	Old Share	under the Options	price per Existing Share
	(HK$)		(HK$)
29,629,000	0.092	2,962,900	0.92

Donvex Capital Limited, the independent financial adviser appointed by the Company, has certified in writing that the adjustments in relation to the Options are in compliance with the requirements as set out in Rule 17.03(13) of the Listing Rules and the supplementary guidelines regarding the adjustments to the share options issued by the Stock Exchange on 5 September 2005. Save for the above adjustments, all the other terms and conditions of the Options remain unchanged.

EFFECT ON SHAREHOLDING STRUCTURE OF THE COMPANY UPON EXERCISING OF THE OPTIONS

The shareholding structure of the Company (i) as at the Latest Practicable Date; and (ii) immediately upon exercise of all Outstanding Options and Options granted to Mr. Lam Siu Keung, Alvin are as follows:

			Immediately upon exercise of
			all Outstanding Options and
			Options granted to
Shareholders	As at the Latest	Practicable Date	Mr. Lam Siu Keung, Alvin
	Number of Shares	Approximate%	Number of Shares Approximate%
Globalcrest Enterprises Limited
(Note)	5,673,951	3.19	5,673,951 3.11
Mr. Lam Siu Keung, Alvin	–	–	4,778,757 2.62
Other public Shareholders	172,100,141	96.81	172,100,141 94.27
Total	177,774,092	100.00	182,552,849 100.00

– 7 –

LETTER FROM THE BOARD

Notes: These 5,673,951 Existing Shares are held by Globalcrest Enterprises Limited, which is wholly owned by Central Core Resources Limited. Central Core Resources Limited is the trustee of a discretionary trust founded by Mr. Lam Shiu Ming, Daneil, the chairman of the Board and an executive Director. As such, Mr. Lam Shiu Ming Daneil is deemed to be interested in all the 5,673,951 Existing Shares held by Globalcrest Enterprises Limited. Certain immediate family members of Mr. Lam Shiu Ming, Daneil are discretionary objects of the aforesaid discretionary trust.

NOTICE OF SGM

The SGM 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 Shareholders to consider and, if though fit, approve the grant of the Options. The notice convening the SGM is set out on pages 10 to 11 of this circular.

Pursuant to Rules 13.39(4) and 13.39(5) of the Listing Rules, the ordinary resolution will be voted on by way of a poll at the SGM. To the best of the Directors’ knowledge, information and belief having made all reasonable enquiries, Mr. Lam Siu Keung, Alvin and his associates must abstain from voting in favour of such grant at SGM.

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.

RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules on the Stock Exchange 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 or this circular misleading.

– 8 –

LETTER FROM THE BOARD

RECOMMENDATION

Having considered the reasons set out above, the Board (excluding Mr. Lam Shiu Ming, Daneil who was required to abstain from voting on the resolutions of the Board to approve the proposed grant of the Options) and the independent non-executive Directors consider that the terms of the Options are fair and reasonable so far as the Independent Shareholders are concerned, and that the grant of the Options is in the interests of the Company and the Shareholders as a whole. Accordingly, the Directors (excluding Mr. Lam Shiu Ming, Daneil who was required to abstain from voting on the resolutions of the Board to approve the proposed grant of the Options) and the independent non-executive Directors recommend the Independent Shareholders to vote in favour of the resolution(s) to be proposed at the SGM.

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

– 10 –

NOTICE OF SPECIAL GENERAL MEETING

Registered office: Head Office and principal place of Clarendon House business: 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 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 nonexecutive Directors, namely Mr. Lam Wing Tai, Mr. Choi Wing Koon and Mr. Lam Chi Keung.

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