Smart-Core Holdings Limited — AGM Information 2004

Apr 22, 2004

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UNITY INVESTMENTS HOLDINGS LIMITED

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 913)

Directors: Au Shuk Yee, Sue Pang Shuen Wai, Nichols Qi Qing Lam Ping Cheung* Wong Ying Seung, Asiong* Chung Kong Fei, Stephen*

Registered Office: Century Yard Cricket Square Hutchins Drive P.O. Box 2681GT George Town Grand Cayman British West Indies

• Independent non-executive Directors

Principal office of Business in Hong Kong: 30th Floor, China United Center 28 Marble Road North Point Hong Kong 16th April 2004

To the Shareholders,

Dear Sir of Madam,

PROPOSAL INVOLVING GENERAL MANDATES TO REPURCHASES SHARES AND TO ISSUE NEW SHARES OF THE COMPANY AND AMENDMENTS TO THE ARTICLES OF ASSOCIATION AT THE ANNUAL GENERAL MEETING

On 26th March 2004, the board of directors (the “Board”) of Unity Investments Holdings Limited (the “Company”) announced the proposal involving general mandates to repurchase shares and to issue new shares of the Company and amendments to the Articles of Association (the “Proposal”).

The proxy form, among other things, dispatched to the shareholders (the “Shareholders”) of the Company on 2nd April 2004 will need to be amended by the addition thereto of the resolution to grant a general mandate to the Directors to issue, allot and otherwise deal with the Company’s shares. In this regard, the Board is pleased to enclose the amended proxy form for your reference and use (as the case may be).

Shareholders who wish to appoint a proxy should use the amended form of proxy enclosed and return it to the share register of the Company, Tengis Limited at 28/F., BEA Harbour View Centre, 56 Gloucester Road, Wanchai, Hong Kong and in any event not less than 48 hours before the time appointed for the holding of the AGM or any adjournment thereof, whether or not they intend to be present at the AGM. The completion and return of the form of proxy will not preclude the Shares from attending and voting in person at the AGM or any adjournment thereof should they so wish.

Yours faithfully, By Order of the Board POON SUK CHING Company Secretary

Hong Kong, 16th April 2004

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UNITY INVESTMENTS HOLDINGS LIMITED

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 913)

FORM OF PROXY ANNUAL GENERAL MEETING TO BE HELD ON 30TH APRIL 2004

I/We,

of

being a shareholder/shareholders of the abovenamed Company, hereby appoint [(see Note 1)]

of

or, failing him,

of

or, failing him, the Chairman of the Meeting as my/our proxy to vote and act for me/us and on my/our behalf at the Annual General Meeting of the Company to be held on 30th April 2004 and at any adjournment thereof. I/We declare [(see Note 2)] this form of proxy to be used as indicated below .

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----- Start of picture text ----- For [(Note 2)] Against [(Note 2)]1. To receive the Reports and Accounts for the year ended 31st December 20032. (a) To re-elect Dr. Pang Shuen Wai, Nichols as a Director(b) To re-elect Mr. Lam Ping Cheung as a Director(c) To re-elect Mr. Qi Qing as a Director(d) To re-elect Mr. Wong Ying Seung, Asiong as a Director(e) To re-elect Mr. Chung Kong Fei, Stephen as a Director(f) To authorize the Board of Directors to fix Directors’ remuneration3. (a) To appoint Auditors and authorize the Board of Directors to fix theirremuneration(b) To approve the Issue Mandate(c) To approve the Repurchases Mandate(d) Subject to approve of resolution 3(b) and resolution 3(c) above to grant ageneral mandate to the Directors to issue, allot and otherwise deal with theCompany’s shares.4. To approve the amendments to the Articles of Association----- End of picture text -----

Signature: Number of ordinary shares to which this proxy relates [(see Note 3)] . Date: 2004

Notes:

1. Full name(s) and address(es) of the proxy/ies (who need not be a member of the Company) to be inserted in BLOCK CAPITALS . If not completed, the Chairman of the Meeting will act as your proxy.

2. Please indicate with a “ ” in the appropriate space opposite each resolution how you wish the proxy to vote, on a poll, on your behalf. If this form of proxy is signed and returned without any indication as to how the proxy shall vote, he will exercise his discretion as to whether or not he abstains from voting and, if appropriate, as to how he votes.

3. Please insert the number of ordinary shares to which this proxy relates in the box provided. If a number is inserted, this form of proxy will be deemed to relate only to those shares. If no number is inserted, this form of proxy will be deemed to relate to all the ordinary shares in the Company which are registered in your name (whether solely or jointly with others).

4. In the case of joint shareholders, this form of proxy must be signed by the shareholder whose name stands first in the Register of Members.

5. In the case of a corporation, this form of proxy should be under its common seal or under the hand of an officer of the corporation duty authorized.

6. To be valid, this form of proxy together with the power of attorney (if any) under which it is signed or a notarially certified copy of such power of authority (if any) must be deposited of Tengis Limited, the Company’s share registrars and transfer office in Hong Kong, at 28/F., BEA Harbour View Centre, 56 Gloucester Road, Wanchai, Hong Kong not less than 48 hours before the time appointed for the holding of the Meeting or any adjournment thereof.

7. Whether or not you intent to be present at the Annual General Meeting, you are requested to complete the form of proxy. The completion of a form of proxy and returning it to the Company will not preclude you from attending and voting in person at the Meeting or poll concerned and, in such event, the appointment of the proxy will be deemed to be revoked.