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

Feb 22, 2016

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in 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 (‘‘Company’’), you should at once hand this circular together with the accompanying form of proxy to the purchaser or the transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or the 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 CAPITAL REORGANISATION; PROPOSED CHANGE IN BOARD LOT SIZE AND NOTICE OF SPECIAL GENERAL MEETING

A notice convening a special general meeting of the Company (‘‘SGM’’) to be held at 18th Floor, Wyler Centre Phase II, 192-200 Tai Lin Pai Road, Kwai Chung, New Territories, Hong Kong on Thursday, 17 March 2016 at 12:00 noon is set out on pages SGM-1 to SGM-3 of this circular. A form of proxy for use at the SGM is enclosed with this circular. 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 branch share registrar and transfer office of the Company 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 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.

23 February 2016

• for identification purposes only

CONTENTS

	Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Expected timetable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Notice of 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

• ‘‘Business Day(s)’’

• any day (excluding a Saturday, Sunday and public holiday) on which licensed banks are generally open for business in Hong Kong throughout their normal business hours

• ‘‘Capital Reduction’’ the proposed reduction of the par value of each of the then issued Consolidated Shares from HK$0.10 to HK$0.01 by cancelling the paid-up capital to the extent of HK$0.09 on each of the then issued Consolidated Shares

• ‘‘Capital Reorganisation’’ the proposed reorganisation of the share capital of the Company involving the Share Consolidation, the Capital Reduction and the Share Subdivision

• ‘‘CCASS’’ the Central Clearing and Settlement System operated by HKSCC

• ‘‘Change in Board Lot Size’’ the proposed change in board lot size for trading from 15,000 Existing Shares to 5,000 New Shares upon the Capital Reorganisation becoming effective

• ‘‘Companies Act’’ the Companies Act 1981 of Bermuda

• ‘‘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)

• ‘‘Consideration Convertible Notes’’

• the zero coupon convertible notes in aggregate principal amount of HK$64 million issued by the Company to the then vendors of Winston Asia Limited upon completion of the acquisition as contemplated under the relevant sale and purchase agreement, details of which are set out in the announcement of the Company dated 7 May 2015 and the circular of the Company dated 26 June 2015

• ‘‘Consolidated Share(s)’’

• ordinary share(s) of par value of HK$0.10 each in the share capital of the Company immediately after the Share Consolidation but before the Capital Reduction and the Share Subdivision becoming effective

– 1 –

DEFINITIONS

• ‘‘Director(s)’’

the director(s) of the Company

• ‘‘Existing Share(s)’’

• ordinary share(s) of par value of HK$0.01 each in the share capital of the Company prior to the Capital Reorganisation becoming effective

• ‘‘Group’’ the Company and its subsidiaries

• ‘‘HKSCC’’ Hong Kong Securities Clearing Company Limited

• ‘‘Hong Kong’’

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

• ‘‘Latest Practicable Date’’

• 17 February 2016, being the latest practicable date prior to the printing of this circular for the purpose of ascertaining certain information for inclusion in this circular

• ‘‘Listing Rules’’

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

• ‘‘New Share(s)’’

• the ordinary share(s) of par value HK$0.01 each in the share capital of the Company immediately upon the Capital Reorganisation becoming effective

• ‘‘Outstanding Options’’

an aggregate of 45,069,662 share options granted by the Company under the share options schemes adopted by the Company on 2 December 2013 and which remained outstanding as at the Latest Practicable Date

• ‘‘Registrar’’

• the branch share registrar and transfer office of the Company in Hong Kong, being Tricor Abacus Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong

• ‘‘SGM’’

• the special general meeting of the Company to be held for the Shareholders to consider and, if thought fit, approve the Capital Reorganisation, the notice of which is set out on pages SGM–1 to SGM–3 of this circular

• ‘‘Share(s)’’

• Existing Share(s), Consolidated Share(s) and/or New Share(s), as the case may be

– 2 –

DEFINITIONS

‘‘Share Consolidation’’ the proposed consolidation of every ten (10) issued and unissued Existing Shares of par value of HK$0.01 each in the issued and unissued share capital of the Company into one (1) Consolidated Share of par value of HK$0.10 each in the issued and unissued share capital of the Company ‘‘Share Subdivision’’ the proposed subdivision of each of the then authorised but unissued Consolidated Shares of par value of HK$0.10 each into ten (10) New Shares of par value of HK$0.01 each ‘‘Shareholder(s)’’ the holder(s) of the Existing Shares, Consolidated Shares or New Shares, as the case may be ‘‘Stock Exchange’’ The Stock Exchange of Hong Kong Limited ‘‘HK$’’ Hong Kong dollars, the lawful currency of Hong Kong ‘‘%’’ per cent

– 3 –

EXPECTED TIMETABLE

The expected timetable for implementation of the Capital Reorganisation and the Change in Board Lot Size is as follows:

Event			Time and date
			2016
Latest time and date for lodging forms of proxy for the SGM
(not less than 48 hours prior to the time of the SGM) . . . . . . .	. .	. . .	. . . . 12:00 noon on
			Tuesday, 15 March
Time and date of the SGM . . . . . . . . . . . . . . . . . . . . . . . . . .	. .	. . .	. . . . 12:00 noon on
			Thursday, 17 March
Publication of announcement of poll results of the SGM . . . . . . .	. .	. . .	Thursday, 17 March
The following events are conditional on the fulfilment	of	the	conditions for the
implementation of the Capital Reorganisation:
Expected effective date of the Capital Reorganisation . . . . . . . . .	. .	. . .	. . Friday, 18 March
First day for free exchange of existing share certificates for
Existing Shares for new share certificates for New Shares . . . . .	. .	. . .	. . Friday, 18 March
Dealing in New Shares commences . . . . . . . . . . . . . . . . . . . .	. .	. . .	. . . . . 9:00 a.m. on
			Friday, 18 March
Original counter for trading in Existing Shares in board lots of
15,000 Existing Shares (in the form of existing share certificates)
temporarily closes . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	. .	. . .	. . . . . 9:00 a.m. on
			Friday, 18 March
Temporary counter for trading in New Shares in board lots of
1,500 New Share (in the form of existing share certificates) opens	. .	. . .	. . . . . 9:00 a.m. on
			Friday, 18 March
Original counter for trading in New Shares in new board lots of
5,000 New Shares (in the form of new share certificates) re-opens	. .	. . .	. . . . . 9:00 a.m. on
			Wednesday, 6 April
Parallel trading in New Shares (in the form of new share certificates
in new board lots of 5,000 New Shares and the existing
share certificates in board lots of 1,500 New Shares) commences	. .	. . .	. . . . . 9:00 a.m. on
			Wednesday, 6 April

– 4 –

EXPECTED TIMETABLE

Event Time and date 2016

Designated broker starts to stand in the market to provide matching services for the sale and purchase of odd lots of New Shares . . . . . . . . Wednesday, 6 April Temporary counter for trading in New Shares in board lots of 1,500 New Shares (in the form of existing share certificates) closes . . . . . . . . . 4:00 p.m. on Tuesday, 26 April Parallel trading in New Shares (in the form of new share certificates in new board lots of 5,000 New Shares and the existing share certificates in board lots of 1,500 New Shares) ends . . . . . . . . . . . . . . . 4:00 p.m. on Tuesday, 26 April Designated broker ceases to stand in the market to provide matching services for the sale and purchase of odd lots of New Shares . . . . . . . . . Tuesday, 26 April Latest day for free exchange of existing share certificates for Existing Shares for the new share certificates for New Shares . . . . . . . . . Thursday, 28 April

All times and dates in this circular refer to Hong Kong local times and dates. Dates or deadlines specified in the expected timetable above are indicative only and may be extended or varied by the Company. Any changes to the expected timetable will be published or notified to the Shareholders as and when appropriate.

– 5 –

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 Directors: 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

23 February 2016

To the Shareholders

Dear Sir or Madam,

PROPOSED CAPITAL REORGANISATION AND PROPOSED CHANGE IN BOARD LOT SIZE

INTRODUCTION

On 29 January 2016, the Board announced that the Company proposed to put forward the Capital Reorganisation to the Shareholders for their approval.

– 6 –

LETTER FROM THE BOARD

The purpose of this circular is (i) to provide you with further information on the Capital Reorganisation and the Change in Board Lot Size; and (ii) to give you the notice convening the SGM at which a special resolution will be proposed to consider and, if thought fit, approve the Capital Reorganisation.

PROPOSED CAPITAL REORGANISATION

As disclosed in the announcement of the Company dated 29 January 2016, the Board proposes to implement the Capital Reorganisation which will involve the Share Consolidation, the Capital Reduction and the Share Subdivision, details of which are as follows:

(i) Share Consolidation:

Every ten (10) issued and unissued Existing Shares of par value of HK$0.01 each in the share capital of the Company will be consolidated into one (1) Consolidated Share of par value of HK$0.10 each in the issued and unissued share capital of the Company and the total number of Consolidated Shares in the issued share capital of the Company immediately following the Share Consolidation will be rounded down to a whole number by cancelling any fraction in the issued share capital of the Company arising from the Share Consolidation.

(ii) Capital Reduction:

The Capital Reduction will be effected immediately upon the Share Consolidation becoming effective, pursuant to which the par value of each of the then issued Consolidated Shares 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 Shares, the credits arising from (a) such reduction of the paid-up capital; and (b) the cancellation of any fractional Consolidated Share in the issued share capital of the Company arising from the Share Consolidation, which together amounts to approximately HK$13,333,418.29, will be credited to the contributed surplus account of the Company within the meaning of the Companies Act.

(iii) Share Subdivision:

Immediately following the Capital Reduction, each of the then authorised but unissued Consolidated Shares of par value of HK$0.10 each will be sub-divided into ten (10) New Shares of par value of HK$0.01 each.

Conditions of the Capital Reorganisation

The Capital Reorganisation is conditional upon:

• (i) the passing of the necessary special resolution(s) by the Shareholders at the SGM to approve the Capital Reorganisation involving the Share Consolidation, the Capital Reduction and the Share Subdivision;

– 7 –

LETTER FROM THE BOARD

• (ii) the Stock Exchange granting the listing of, and permission to deal in, the New Shares arising from the Capital Reorganisation and the New Shares which may fall to be allotted and issued upon exercise of the Outstanding Options and conversion of the Consideration Convertible Notes;

• (iii) the compliance with the relevant procedures and requirements under the laws of Bermuda and the Listing Rules to effect the Capital Reorganisation; and

• (iv) the obtaining of all necessary approvals from the regulatory authorities or otherwise as may be required in respect of the Capital Reorganisation.

Assuming the above conditions are fulfilled on or before the date of the SGM, the Capital Reorganisation is expected to become effective on the next Business Day after the date of passing of the relevant special resolution(s) approving the Capital Reorganisation at the SGM.

Effects of the Capital Reorganisation

As at the Latest Practicable Date, the authorised share capital of the Company is HK$100,000,000 divided into 10,000,000,000 Existing Shares of par value of HK$0.01, of which 1,481,490,921 Existing Shares have been issued and are fully paid or credited as fully paid. Assuming there will be no change in the issued share capital of the Company from the Latest Practicable Date until the effective date of the Capital Reorganisation, the authorised share capital of the Company will become HK$100,000,000 divided into 10,000,000,000 New Shares of par value of HK$0.01 each and the issued share capital of the Company will become HK$1,481,490.92 divided into 148,149,092 New Shares upon the Capital Reorganisation becoming effective. The total number of the Consolidated Shares is rounded down to a whole number by cancelling any fraction in the issued share capital of the Company arising from the Share Consolidation.

Based on 1,481,490,921 Existing Shares in issue as at the Latest Practicable Date, a credit of approximately HK$13,333,418.29 will arise as a result of (a) the Capital Reduction; and (b) the cancellation of any fractional Consolidated Share in the issued share capital of the Company arising from the Share Consolidation. It is proposed that the total credit arising in the accounts of the Company from the Capital Reorganisation will be transferred to the contributed surplus account of the Company within the meaning of the Companies Act upon the Capital Reorganisation becoming effective. The Board currently has no plan as to the use of such amount.

– 8 –

LETTER FROM THE BOARD

As at the Latest Practicable Date, save as (i) Outstanding Options entitling the holders thereof to subscribe for up to an aggregate of 45,069,662 Existing Shares; and (ii) Consideration Convertible Notes entitling the holders thereof to convert into up to 164,948,453 Existing Shares, the Company does not have any other outstanding options, warrants or securities in issue which are convertible or exchangeable into the Shares. Assuming no further Existing Shares will be issued, repurchased or surrendered prior to the effective date of the Capital Reorganisation, the effect of the Capital Reorganisation and the share capital structure of the Company is summarised below:

		Immediately upon
		the Capital
	As at the Latest	Reorganisation
	Practicable Date	becoming effective
Par value per Share	HK$0.01 per	HK$0.01 per New
	Existing Share	Share
Authorised share capital	HK$100,000,000	HK$100,000,000
	divided into	divided into
	10,000,000,000	10,000,000,000
	Existing Shares	New Shares
Number of Shares in issue	1,481,490,921	148,149,092
	Existing Shares	New Shares
Issued and fully paid-up or credited as	HK$14,814,909.21	HK$1,481,490.92
fully paid-up share capital

Note: The total number of the Consolidated Shares is rounded down to a whole number by cancelling any fraction in the issued share capital of the Company arising from the Share Consolidation.

Other than the relevant expenses, including but not limited to professional fees and printing charges incurred and to be incurred, the implementation of the Capital Reorganisation will have no effect on the consolidated net asset value of the Group, nor will it alter the underlying assets, business, operations, management or financial position of the Company or the proportionate interests of the Shareholders, save that no fractional New Shares will be allocated to the Shareholders. The Board believes that the Capital Reorganisation will not have any material adverse effect on the financial position of the Group.

– 9 –

LETTER FROM THE BOARD

Status of the New Shares

All New Shares in issue immediately following the Capital Reorganisation becoming effective will rank pari passu in all respects with each other and the Capital Reorganisation will not result in any change in the relative rights of the Shareholders. Any fractional Shares arising from the Share Consolidation will not be allocated to the Shareholders. Any fractional entitlement to the Consolidated Shares will be aggregated, sold and retained for the benefit of the Company.

Arrangement for matching service for odd lots

In order to alleviate the difficulties arising from the existence of odd lots of New Shares as a result of the Capital Reorganisation, the Company has appointed Win Fung Securities Limited as an agent to provide matching service on a best efforts basis regarding the sale and purchase of odd lots of New Shares on behalf of Shareholders. Holders of odd lots of the New Shares who wish to take advantage of this trading facility to dispose of or top up odd lots should contact Mr. Leo Hung（洪霖）at telephone number: (852) 3951-3888 of Win Fung Securities Limited located at 12/F OTB Building, 259-265, Des Voeux Road Central, Sheung Wan, Hong Kong during the office hours (from 9:00 a.m. to 6:00 p.m.) of the period from Wednesday, 6 April 2016 to Tuesday, 26 April 2016 (both days inclusive). Shareholders should note that matching of the sale and purchase of odd lots of New Shares is not guaranteed. Any Shareholder who is in any doubt about the odd lot arrangement is recommended to consult his/her/its own professional advisers.

Listing application

Application has been made to the Stock Exchange for the listing of, and permission to deal in, the New Shares arising from the Capital Reorganisation and the New Shares which may fall to be allotted and issued upon exercise of the Outstanding Options and conversion of the Consideration Convertible Notes.

Subject to the granting of listing of, and permission to deal in, the New Shares on the Stock Exchange, the New Shares will be accepted as eligible securities by HKSCC for deposit, clearance and settlement in CCASS with effect from the commencement date of dealings in the New Shares on the Stock Exchange or such other date as determined by HKSCC. Settlement of transactions between participants of the Stock Exchange on any trading day is required to take place in CCASS on the second settlement day thereafter. All activities under CCASS are subject to the General Rules of CCASS and CCASS Operational Procedures in effect from time to time.

– 10 –

LETTER FROM THE BOARD

The New Shares will be identical in all respects and rank pari passu in all respects with each other as to all future dividends and distributions which are declared, made or paid. All necessary arrangements will be made for the New Shares to be admitted into CCASS.

Exchange of Share Certificate

Subject to the Capital Reorganisation becoming effective, which is expected to be on Friday, 18 March 2016, Shareholders may on or after Friday, 18 March 2016 and until Thursday, 28 April 2016 (both days inclusive) submit their existing share certificates for the Existing Shares in the colour of green to the Registrar for exchange for share certificates for the New Shares in the colour of pink at the expense of the Company. Thereafter, share certificates for the Existing Shares will be accepted for exchange only on payment of a fee of HK$2.50 (or such higher amount as may from time to time be specified by the Stock Exchange) for each share certificate issued for the New Shares or each existing share certificate for the Existing Shares submitted for cancellation, whichever the number of certificates issued or cancelled is higher. With effect from Wednesday, 27 April 2016, existing share certificates for the Existing Shares in the colour of green will continue to be good evidence of legal title and may be exchanged for share certificates for New Shares in the colour of pink at any time but are not acceptable for trading, settlement and registration purposes.

New share certificates for the New Shares will be in the colour of pink in order to distinguish them from the existing share certificates for the Existing Shares which are in the colour of green.

Adjustments to the Outstanding Options and the Consideration Convertible Notes

As at the Latest Practicable Date, there are (i) Outstanding Options entitling the holders thereof to subscribe for up to an aggregate of 45,069,662 Existing Shares; and (ii) Consideration Convertible Notes entitling the holders thereof to convert into up to 164,948,453 Existing Shares. The Directors will determine if any adjustments are required to be made in respect of the above as a result of the Capital Reorganisation. The Company will make further announcement(s) about the adjustment(s) in due course if and when appropriate.

Save as disclosed above, as at the Latest Practicable Date, the Company has no other outstanding options, warrants or other securities in issue which are convertible into or giving rights to subscribe for, convert or exchange into, any Existing Shares, Consolidated Shares or New Shares, as the case may be.

– 11 –

LETTER FROM THE BOARD

Reasons for the Capital Reorganisation

Pursuant to Rule 13.64 of the Listing Rule, where the market price of the securities of the issuer approaches the extremities of HK$0.01 or HK$9,995.00, the Stock Exchange reserves the right to require the issuer either to change the trading method or to proceed with a consolidation or splitting of its securities. In addition, the Guide on Trading Arrangements for Selected Types of Corporate Actions issued by the Stock Exchange on 28 November 2009 and updated on 3 March 2014 states that taking into account the minimum transaction costs for a securities trade, the suggested board lot value per board lot should be greater than HK$2,000.

Based on the closing price of HK$0.061 per Existing Share as quoted on the Stock Exchange on the Latest Practicable Date, the value of each board lot of Existing Shares is HK$915. In view of the recent trading price and board lot value of the Exiting Shares, the Board proposed to conduct the Share Consolidation and the Change in Board Lot Size. Assuming that the Share Consolidation and the Change in Board Lot Size (as detailed below) have become effective, as well as based on the closing price of HK$0.061 per Existing Share as quoted on the Stock Exchange on the Latest Practicable Date, the theoretical closing price of the New Share and the theoretical value of each board lot of New Share will be HK$0.61 and HK$3,050 respectively. Accordingly, the Board considers that the Share Consolidation is fair and reasonable and in the interests of the Company and the Shareholders as a whole.

The Capital Reduction and the Share Subdivision will keep the par value of the Shares at a low level that can facilitate the Company’s future fund raising activities as the Company will not be allowed to issue any Shares below its par value. The Share Subdivision is necessary to sub-divide the par value of each of the then authorised but unissued Consolidated Shares from HK$0.10 to HK$0.01 so that the par value of all issued and unissued New Shares will be HK$0.01 each.

The Board believes that the Capital Reorganisation will provide greater flexibility to the Company in pricing future capital raising exercise. Accordingly, the Board is of the view that the Capital Reorganisation is beneficial to and in the interests of the Company and the Shareholders as a whole. As at the Latest Practicable Date, the Company had no agreement, arrangement, intention or negotiation about any fund raising activities.

– 12 –

LETTER FROM THE BOARD

PROPOSED CHANGE IN BOARD LOT SIZE

As at the Latest Practicable Date, the Existing Shares are traded in board lots of 15,000 Existing Shares. The Board proposes to change the board lot size for trading in the Shares from 15,000 Existing Shares to 5,000 New Shares subject to and upon the Capital Reorganisation becoming effective. Based on the closing price of HK$0.061 per Existing Share on the Latest Practicable Date and assuming that the Capital Reorganisation has become effective, if the New Shares were continued to be traded in board lot of 15,000 New Shares, the value of each board lot of New Shares would be HK$9,150. Had the Change in Board Lot Size became effective, the value of each board lot of New Share would be HK$3,050. The Board is of the view that the Change in Board Lot Size may enable the Company to attract more investors, improve the liquidity of the Shares and broaden the Company’s shareholder base.

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 Thursday, 17 March 2016 at 12:00 noon for the Shareholders to consider and, if thought fit, approve the Capital Reorganisation. The notice convening the SGM is set out on pages SGM-1 to SGM-3 of this circular.

In compliance with the Listing Rules, the special 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, no Shareholders are required to abstain from voting on the special resolution to be proposed at the 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.

MISCELLANEOUS

No part of the share capital or any other securities of the Company is listed or dealt in on any stock exchange other than the Stock Exchange and no application is being made or is currently proposed or sought for the Shares or any other securities of the Company to be listed or dealt in on any other stock exchange.

– 13 –

LETTER FROM THE BOARD

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 or this circular misleading.

RECOMMENDATION

The Board considers that the Capital Reorganisation is in the best interests of the Company and its Shareholders as a whole and therefore recommends that the Shareholders vote in favour of the relevant resolution(s) to be proposed at the SGM.

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

– 14 –

NOTICE OF SGM

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 (‘‘Meeting’’) of Universe International Holdings Limited (‘‘Company’’) will be held at 18th Floor, Wyler Centre Phase II, 192-200 Tai Lin Pai Road, Kwai Chung, New Territories, Hong Kong at 12:00 noon on Thursday, 17 March 2016 to consider and, if thought fit, pass, the following resolution as a special resolution of the Company:

SPECIAL RESOLUTION

‘‘THAT subject to and conditional upon: (i) compliance with the relevant procedures and requirements under the laws of Bermuda to effect the Capital Reorganisation (as defined below); and (ii) The Stock Exchange of Hong Kong Limited granting the listing of, and permission to deal in, the New Shares (as defined below) arising from the Capital Reorganisation (as defined below), with effect from the first business day immediately following the date on which this resolution is passed or the above conditions are fulfilled (whichever is the later) (‘‘Effective Date’’):

• (a) every ten (10) issued and unissued shares of HK$0.01 each in the existing share capital of the Company be and are hereby consolidated (‘‘Share Consolidation’’) into one (1) share of HK$0.10 each (‘‘Consolidated Shares’’);

• (b) the total number of Consolidated Shares in the issued share capital of the Company immediately following the Share Consolidation be and is hereby rounded down to a whole number by cancelling any fraction in the issued share capital of the Company arising from the Share Consolidation;

• for identification purposes only

SGM – 1

NOTICE OF SGM

• (c) the par value of each of the then issued Consolidated Shares of the Company be and is hereby reduced from HK$0.10 each to HK$0.01 each (‘‘New Shares’’) by cancelling the capital paid-up thereon to the extent of HK$0.09 on each of the then issued Consolidated Shares, such that the par value of each issued Consolidated Share be reduced from HK$0.10 to HK$0.01 (together with sub-paragraph (b) above are hereinafter referred to as ‘‘Capital Reduction’’);

• (d) each of the then authorised but unissued Consolidated Shares of HK$0.10 each be and is hereby sub-divided into ten (10) New Shares of HK$0.01 each (‘‘Share Subdivision’’, together with the Share Consolidation and the Capital Reduction, ‘‘Capital Reorganisation’’);

• (e) the credits arising from the Capital Reduction be transferred to the contributed surplus account of the Company within the meaning of the Companies Act 1981 of Bermuda (‘‘Contributed Surplus Account’’) and the board of directors of the Company (‘‘Directors’’) or a committee thereof be and are hereby authorised to use the amount then standing to the credit of the Contributed Surplus Account in any manner as may be permitted under the bye-laws of the Company in effect from time to time and all applicable laws including, without limitation, eliminating or setting off the accumulated losses of the Company in full as at the Effective Date and/or eliminating or setting off the accumulated losses of the Company which may arise from time to time and/or paying dividend and/or making any other distribution out of the Contributed Surplus Account from time to time without further authorisation from the shareholders of the Company and all such actions in relation thereto be approved, ratified and confirmed; and

• (f) the Directors or a committee thereof be and are hereby authorised to do all such acts and things and execute all such documents on behalf of the Company, including under seal where applicable, as they may consider necessary or expedient to give effect to the Capital Reorganisation involving the Share Consolidation, the Capital Reduction and the Share Subdivision and (where applicable) to aggregate all fractional New Shares and sell them for the benefits of the Company.’’

On behalf of the Board

Universe International Holdings Limited Lam Shiu Ming, Daneil

Chairman and Executive Director

23 February 2016

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NOTICE OF SGM

Registered office: Head office and principal place of Clarendon House business in Hong Kong: 2 Church Street 18th Floor Hamilton HM 11Bermuda Wyler Centre Phase II 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 Meeting 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 Meeting. 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 Meeting.

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 Meeting 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 Meeting 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 (‘‘Listing Rules’’), all resolutions to be proposed at the Meeting 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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