Sinopec Engineering Group Co Ltd. — Proxy Solicitation & Information Statement 2017

Nov 20, 2017

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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)

FORM OF PROXY

Form of proxy for use by shareholders of Universe International Financial Holdings Limited at the annual general meeting (the “Meeting”) to be held at 18/F, Wyler Centre Phase II, 192-200 Tai Lin Pai Road, Kwai Chung, New Territories, Hong Kong on Thursday, 21 December 2017 at 12:00 noon or any adjournment thereof

I/We[1]

of,

being the registered holder(s) of[2]

shares (the “ Shares ”) of HK$0.01 each in the share capital of Universe International Financial Holdings Limited (the “ Company ”), HEREBY APPOINT[3,4] the chairman of the Meeting, or o f

as my/our proxy to attend for me/us at the Meeting to be held at 18/F, Wyler Centre Phase II, 192-200 Tai Lin Pai Road, Kwai Chung, New Territories, Hong Kong on Thursday, 21 December 2017 at 12:00 noon (or any adjournment thereof) for the purpose of considering and, if thought fit, passing the resolutions as set out in the notice convening the Meeting dated 21 November 2017 (“ AGM Notice ”) and at the Meeting (or any adjournment thereof) to vote for me/us and in my/our name(s) in respect of the said resolutions as hereunder indicated or, if no indication is given, as my/our proxy thinks fit.

	ORDINARY RESOLUTIONS6	FOR5	AGAINST5
1.	To receive and consider the audited consolidated financial statements of the Company and its subsidiaries and the reports of the directors (the “Director(s)”) and the auditors of the Company for the year ended 30 June 2017.
2.	(a) To re-elect Mr. Hung Cho Sing as executive Director;
	(b) To re-elect Mr. Tang Yiu Wing as independent non-executive Director;
	(c) To re-elect Mr. Lam Chi Keung as independent non-executive Director;
	(d) To re-elect Mr. Choi Wing Koon as independent non-executive Director; and
	(e) To authorise the board of Directors (the “Board”) to fix the Directors’ remuneration.
3.	To re-appoint Crowe Horwath (HK) CPA Limited as auditors of the Company and to authorise the Board to fix their remuneration.
4.	To grant a general mandate to the Directors to repurchase shares not exceeding 10% of the number of the issued shares of the Company as described in resolution no. 4 of the AGM Notice.
5.	To grant a general mandate to the Directors to allot, issue and deal with new shares not exceeding 20% of the number of the issued shares of the Company as described in resolution no. 5 of the AGM Notice.
6.	To add the number of shares repurchased to the number of shares that may be issued pursuant to the general mandate granted to the Directors under resolution no. 5 above as described in resolution no. 6 of the AGM Notice.
7.	To approve the renewal of the 10% scheme limit of the share option scheme of the Company as described in resolution no. 7 of the AGM Notice.

Signature[7] :

Date:

Notes:

1. Full name(s) and address(es) must be inserted in BLOCK CAPITALS .

2. Please insert the number of Shares registered in your name(s) to which the proxy relates. If no number is inserted, this form of proxy will be deemed to relate to all the Shares registered in your name(s).

3. If any proxy other than the chairman is preferred, please strike out “the chairman of the Meeting, or” and insert the name and address of the proxy desired in the space provided. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON(S) WHO SIGN(S) IT .

4. Any member of the Company entitled to attend and vote at the Meeting is entitled to appoint another person as his proxy to attend and vote instead of him. A member who is the holder of two or more Shares may appoint more than one proxy. A proxy need not be a member of the Company.

5. IMPORTANT: IF YOU WISH TO VOTE FOR A RESOLUTION, TICK THE BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST A RESOLUTION, TICK THE BOX MARKED “AGAINST”. Failure to tick a box will entitle your proxy to cast your vote or abstain at his discretion. Your proxy will also be entitled to vote at his discretion on any resolution properly put to the Meeting other than those referred to in the notice convening the Meeting.

6. The descriptions of the resolutions are by way of summary only. Please refer to the AGM Notice for the full text.

7. The instrument appointing a proxy must be in writing under the hand of the appointor or of his attorney duly authorised in writing or, if the appointor is a corporation, either under seal or under the hand of an officer or attorney duly authorised.

8. The instrument appointing a proxy and the power of attorney or other authority, if any, under which it is signed, or a certified copy of that power or authority, shall be deposited at 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, not later than 48 hours before the time appointed for holding the Meeting or any adjournment thereof, and in default the instrument of proxy shall not be treated as valid.

9. Where there are joint registered holders of any Share, any one of such persons may vote at the Meeting, either personally or by proxy, in respect of such Share as if he were solely entitled thereto but if more than one of such joint holders be present at the Meeting personally or by proxy, that one of the said persons so present whose name stands first on the register in respect of such Share shall alone be entitled to vote in respect thereof.