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

Mar 6, 2000

Listed Company Information

UNIVERSE INT'L<1046>-Announcement & Resumption of Trading 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 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) PLACING OF NEW SHARES UNDER GENERAL MANDATE Universe International Holdings Limited (the `Company') has conditionally agreed to place, through its placing agent, Yuanta Brokerage Company Limited (`Yuanta Brokerage'), 9,000,000 new ordinary shares (`Placing Shares') of HK$0.10 each in the share capital of the Company (`Shares') to independent investors at a price of HK$1.40 per Share (`Placing'). The Placing is fully underwritten by Yuanta Brokerage. The Placing Shares represent 5% of the existing issued share capital of the Company and approximately 4.8% of the Company's issued share capital as enlarged by the Placing. The net proceeds from the Placing of approximately HK$12.3 million will be used for as general working capital of the Company and its subsidiaries (the `Group'). The Placing is conditional upon the Stock Exchange granting listing of and permission to deal in the Placing Shares. As at the date of this announcement, Globalcrest Enterprises Limited (`Globalcrest') is beneficially interested in 113,400,000 Shares which represent 63% of the issued share capital of the Company. Following the completion of the Placing, Globalcrest will be beneficially interested in 60% of the issued share capital of the Company as enlarged by the issue of the 9,000,000 Placing Shares. The Placing is subject to termination on the occurrence of amongst other things, an event of force majeure (which include events set out in greater detail below) before 4:00 p.m. on the second business day immediately before the date for completion of the Placing Agreement. The directors of the Company (the `Directors') have noted the recent increase in the price of the Shares and wish to state that the Directors are not aware of any reasons for such increase. At the request of the Company, trading in the Shares has been suspended from 10:54 a.m. on 3rd March, 2000. Application has been made to the Stock Exchange for the resumption of trading of the Shares with effect from 10:00 a.m. on 6th March, 2000. PLACING AGREEMENT DATED 3RD MARCH, 2000 (the `Placing Agreement') Placing agent and underwriter Yuanta Brokerage is the placing agent and underwriter and will receive a placement commission of 2% on the gross proceeds of the Placing. Yuanta Brokerage is independent of, not connected with and not acting in concert with the directors, chief executive or substantial shareholder of the Company, and any of their subsidiaries or any of their respective associates (as defined in the Rules Governing the Listing of Securities on the Stock Exchange (the `Listing Rules')). Placees There are over six placees (which are required to be independent individual, corporate and/or institutional investors) will be independent of, not connected with and not acting in concert with the directors, chief executive or substantial shareholders of the Company, and any of their subsidiaries or any of their respective associates (as defined in the Listing Rules). Placing price The placing price is HK$1.40 per Placing Share. This price was agreed after arm's length negotiations and represents (i) a discount of approximately 23.5% to the closing price of HK$1.83 per Share quoted on the Stock Exchange prior to the suspension of the trading of the Shares at 10:54 a.m. on 3rd March, 2000; and (ii) a discount of approximately 1.4% to the average closing price per Share of approximately HK$1.42 per Share as quoted from the Stock Exchange from 25th February, 2000 to 2nd March, 2000, both dates inclusive, being the last five full trading days immediately before the issue of this announcement; and (iii) a discount of approximately 2.8% to the average closing price per Share of approximately HK$1.44 per Share as quoted from the Stock Exchange from 18th February, 2000 to 2nd March, 2000, both dates inclusive, being the last ten full trading days immediately before the issue of this announcement. Rights The Placing Shares will on issue rank equally with the existing Shares. Number of Shares to be placed 9,000,000 new Shares are to be placed, representing 5% of the existing issued share capital of the Company of 180,000,000 Shares and approximately 4.8% of the issued share capital of the Company as enlarged by the Placing of 9,000,000 Shares. The Placing Shares are fully underwritten by Yuanta Brokerage. General mandate The Placing Shares will be issued pursuant to the general mandate to allot, issue and deal with Shares granted to the Directors by resolution of its shareholders passed at the Company's annual general meeting held on 29th November, 1999. Use of proceeds The net proceeds from the Placing of approximately HK$12.3 million will be used as general working capital of the Group. Controlling shareholder's interests in the Company As at the date of this announcement, Globalcrest is beneficially interested in 113,400,000 Shares which represent 63% of the issued share capital of the Company. Following the completion of the Placing, Globalcrest will be beneficially interested in 60% of the issued share capital of the Company as enlarged by the issue of the 9,000,000 Placing Shares. Condition of the Placing The Placing is conditional upon the Listing Committee of the Stock Exchange granting the listing of and permission to deal in the Placing Shares (`Condition'). Force majeure The Placing is subject to rescission on the occurrence of certain events before 4:00 p.m. on the second business day immediately before the date for completion of the Placing Agreement which is expected to be on or before 31st March, 2000, including the occurrence of any event, development or change (whether or not local, national or international or forming part of a series of events, developments or changes occurring or continuing before, on and/or after the date hereof) and including an event or change in relation to or a development of an existing state of affairs of a political, military, industrial, financial, economic, fiscal, regulatory or other nature, resulting in a material adverse change in, or which may result in a material adverse change in, political, economic, fiscal, financial, regulatory or stock market conditions and which in the reasonable opinion of Yuanta Brokerage would materially adversely affect the success of the Placing. The Directors are not aware of the occurrence of any of such events as at the date of this announcement. Completion The Placing is to be completed two business days after satisfaction of the Condition. The Placing Agreement will lapse if the Condition is not satisfied by 31st March, 2000 unless the parties agree otherwise. Application for listing Application will be made by the Company to the Stock Exchange for the listing of and permission to deal in the Placing Shares. Reason for the Placing In view of the current market conditions, the Directors consider that the Placing represents an opportunity to raise capital for the Company while broadening the shareholder base and the capital base of the Company. Share price movement The Directors have noted the recent increase in the price of the Shares and wish to state that the Directors are not aware of any reasons for such increase. Save for the Placing, the Directors also confirm that there are no negotiations or agreements relating to intended acquisitions or realisations which are discloseable under paragraph 3 of the Listing Agreement, neither is the board of Directors aware of any matter discloseable under the general obligation imposed by paragraph 2 of the Listing Agreement, which is or may be of a price sensitive nature. Made by the order of the board of Directors, the Directors individually and jointly accept responsibility for the accuracy of this statement. General The Group is principally engaged in the distribution and publication of home video entertainment programmes through its well - established and extensive distribution network. Resumption of trading At the request of the Company, trading in the Shares has been suspended from 10:54 a.m. on 3rd March, 2000. Application has been made to the Stock Exchange for the resumption of trading of the Shares with effect from 10:00 a.m. on 6th March, 2000. By order of the board Mr. Lam Shiu Ming, Daneil Chairman and Managing Director Hong Kong, 3rd March, 2000