Sinopec Engineering Group Co Ltd. — Share Issue/Capital Change 2000

Oct 25, 2000

The Stock Exchange of Hong Kong Limited (the "Stock Exchange") takes no responsibility for the contents of this announcement, makes no representation as to its accuracy or completeness and expressly disclaims any liability of 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

(Incorporated in Bermuda with limited liability)

PROPOSAL FOR SUBDIVISION OF SHARES

The Directors wish to propose that each of the existing issued and unissued shares of HK$0.10 each in the capital of the Company will be subdivided into five shares of HK$0.02 each.

INTRODUCTION

The Directors of Universe International Holdings Limited (the "Company") wish to propose that each of the existing issued and unissued shares of HK$0.10 each ("Shares") will be subdivided into five shares of HK$0.02 each ("Subdivided Shares") (the "Subdivision"). The Subdivision will become effective upon the fulfilment of the conditions set out below. As at the date of this announcement, the authorised share capital of the Company was HK$100,000,000 and divided into 1,000,000,000 Shares, of which 189,000,000 Shares were in issue. Immediately upon completion of the Subdivision, 945,000,000 Subdivided Shares will be in issue. The authorised share capital of the Company will remain unchanged at HK$100,000,000 after the Subdivision.

Reason

Since 1st August 2000 to 20th October 2000, the Shares were having an average daily trading volume of approximately 272,000 Shares, representing approximately 0.14 per cent of the existing issued share capital or approximately 0.36 per cent of the Shares held in the public. The Directors consider that the Subdivision should enhance market circulation of the shares of the Company.

Conditions

The Subdivision is subject to fulfilment of the following conditions:

(a) the passing of an ordinary resolution by the shareholders of the Company ("Shareholders") at the special general meeting of the Company to be held at 18th Floor, Wyler Centre Phase II, 192-200 Tai Lin Pai Road, Kwai Chung, New Territories, Hong Kong at 10:30 a.m. on Monday, 27th November 2000 ("SGM"); and

(b) the Listing Committee of the Stock Exchange granting a listing of and permission to deal in the Subdivided Shares.

ARRANGEMENTS FOR TRADING AND EXCHANGE OF SHARE CERTIFICATES

Trading

Currently, existing Shares are traded in board lots of 2,000 Shares of HK$0.10 each, and will continue to be so traded up to and including 27th November 2000 (or such later date as may be notified to the Shareholders).

After the Subdivision has become effective from 28th November 2000 (or such later date as may be notified to the Shareholders) and until the expiry of the parallel trading period mentioned below (which is expected to be 5th January 2001) and for the purposes of trading in the existing Shares, each existing Share will deem to be five Subdivided Shares. Accordingly, every existing certificate in the colour of light yellow for a number of Shares of HK$0.10 each will deem to be a certificate for five times that number of Subdivided Shares of HK$0.02 each. For example, a share certificate of an existing board lot of 2,000 Shares of HK$0.10 each in the colour of light yellow will deem to be a certificate for 10,000 Subdivided Shares of HK$0.02 each. The Subdivided Shares will be traded in board lots of 10,000 Subdivided Shares (in the form of existing certificates for Shares in the colour of light yellow) from 28th November 2000 to 5th January 2001 or in board lots of 5,000 Subdivided Shares (in the form of new certificates in the colour of light blue) from 12th December 2000 onwards. So far as is possible, certificates for Subdivided Shares in the colour of light blue will be issued in board lots of 5,000 Subdivided Shares.

Application will be made to the Listing Committee of the Stock Exchange for the listing of and permission to deal in the Subdivided Shares and, subject to this being granted and the passing of an ordinary resolution at the SGM, it is proposed that:

1. From Tuesday, 28th November 2000 (the first day of dealing following the date on which the resolution set out in the notice of SGM is expected to be passed), the original counter for trading in HK$0.10 nominal value Shares in board lots of 2,000 Shares will be removed and a temporary counter will be established for trading in the Subdivided Shares in board lots of 10,000. Certificates for HK$0.10 nominal value shares in the colour of light yellow can be traded only at this counter.

2. With effect from Tuesday, 12th December 2000, the original counter for trading in Shares in board lots of 2,000 Shares of HK$0.10 each will be re-established and will become a counter for trading in the Subdivided Shares in board lots of 5,000 Subdivided Shares. Only new share certificates denominated in HK$0.02 nominal value in the colour of light blue can be traded at this counter.

3. From 12th December 2000 to 5th January 2001 inclusive, parallel trading will be permitted at the above two counters.

4. The temporary counter for trading in share certificates in board lots of 10,000 Subdivided Shares in the colour of light yellow will be removed after the close of trading hours on 5th January 2001. Thereafter, trading will be in board lots of 5,000 Subdivided Shares under the certificates in the colour of light blue only and certificates for Shares of HK$0.10 nominal value in the colour of light yellow will cease to be marketable and will not be acceptable for dealing purposes. However, such certificates in the colour of light yellow will continue to be good evidence of legal title and may be lodged with Abacus Share Registrars Limited, the Company's Hong Kong branch share registrar at 2401 Prince's Building, Central, Hong Kong ("Registrars"), in exchange for Subdivided Shares with share certificates in the colour of light blue at any time.

The Subdivided Shares are not listed or dealt in, and no listing of or permission to deal in the Subdivided Shares is being, or is proposed to be, sought on any stock exchange other than the Stock Exchange. Dealings in the Subdivided Shares will be subject to Hong Kong stamp duty.

Exchange of share certificates

If the relevant share certificates in the colour of light yellow are lodged with the Registrars on or before 4:00 p.m. on 10th January 2001, new share certificates for the Subdivided Shares will be issued to Shareholders free of charge and will be available for collection within a period of 10 business days after submission to the Registrars. Unless otherwise instructed, new share certificates in the colour of light blue will be issued in board lots of 5,000 Subdivided Shares.

Shareholders should note that after 5th January 2001, it will not be possible to deal in the existing Shares on the basis of certificates denominated in HK$0.10 nominal value in the colour of light yellow and that unless the relevant existing share certificates in the colour of light yellow are received by 4:00 p.m. on 10th January 2001, the usual charge of HK$2.50 will be made on the issue of each new share certificate for the Subdivided Shares in the colour of light blue.

LISTING AND DEALINGS

The Subdivided Shares will continue to be listed on the Stock Exchange after implementation of the Subdivision. Application will be made to the Listing Committee of the Stock Exchange for the listing of and permission to deal in the Subdivided Shares following the Subdivision. Dealings in the Subdivided Shares are conditional on the Listing Committee of the Stock Exchange granting a listing of and permission to deal in such Subdivided Shares.

Subject to the granting of and permission to deal in the Subdivided Shares on the Stock Exchange, the Subdivided Shares will be accepted as eligible securities by Hong Kong Securities Clearing Company Limited ("Hongkong Clearing") for deposit, clearance and settlement in the Central Clearing and Settlement System established and operated by Hongkong Clearing with effect from 28th November 2000 or such other dates as determined by Hongkong Clearing.

ADDITIONAL INFORMATION

A circular containing a notice convening the SGM for the purpose of considering and, if thought fit, passing the resolution to approve the proposed Subdivision will be despatched to the Shareholders as soon as practicable.

Yours faithfully,

Lam Shiu Ming, Daneil

Chairman & Managing Director

Hong Kong, 24th October 2000