Smart-Core Holdings Limited — Capital/Financing Update 2003

Dec 19, 2003

The Stock Exchange of Hong Kong Limited 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.

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UNITY INVESTMENTS HOLDINGS LIMITED 合一投資控股有限公司

(Incorporated in the Cayman Islands with limited liability)

Financial Adviser

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Placing Agent

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CU Corporate Finance Limited Chung Nam Securities Limited

PLACING OF NEW SHARES UNDER THE GENERAL MANDATE

The Company entered into the Placing Agreement on 18th December, 2003.

Under the Placing Agreement, the Placing Agent conditionally agreed to place on a best effort basis the Placing Shares to investors (being independent third parties who are not connected persons of the Company as defined under the Listing Rules) at a price of HK$0.148 per Placing Share. The Placing Shares will be issued under the General Mandate.

The Placing Shares represent approximately 20.00% of the existing issued share capital of the Company of 200,000,004 Shares and approximately 16.67% of the Company’s issued share capital as enlarged by the placing. For details, please refer to the section headed “Shareholding structure of the Company” below. The net proceeds of approximately HK$5.8 million from the placing will be used as the general working capital of the Company.

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As the placing may or may not be consummated, investors are advised to exercise caution when dealing in the Shares.

THE PLACING AGREEMENT

Issuer

The Company

Placing Agent and Financial Adviser

Chung Nam Securities Limited and CU Corporate Finance Limited have been appointed as the Placing Agent and the Financial Adviser to the Company respectively in connection with the placing on a best effort basis. Upon completion of the placing, the Placing Agent and the Financial Adviser will each receive a fee of 1.5% and 0.5% respectively of the gross proceeds.

The Placing Agent and the Financial Adviser are deemed connected persons of the Company under the Listing Rules. However, as the total fee payable to the Placing Agent and the Financial Adviser is under HK$1 million, the transaction is exempted from any disclosure and shareholders approval requirements under Rule 14.24(5) of the Listing Rules.

Placees

Individual, institutional and/or professional investors, who are independent third parties and not connected persons of the Company as defined under the Listing Rules. The Placing Shares shall be offered by the Placing Agent to not less than six placees.

Placing price

The placing price is HK$0.148 per Placing Share. This price was agreed after arm’s length negotiations between the Company, the Placing Agent and the Financial Adviser and represents (i) a discount of approximately 17.78% to the closing price of HK$0.180 per Share quoted on the Stock Exchange on 18th December, 2003; (ii) a discount of approximately 3.20% to the average closing price of HK$0.1529 per Share as quoted on the Stock Exchange from 5th December, 2003 to 18th December, 2003, both dates inclusive, being the last ten full trading days immediately before the issue

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of this announcement; and (iii) a discount of approximately 67.83% to the unaudited net asset value of HK$0.46 per Share as at 30th November, 2003. After taking into consideration of the year high and low of the underlying Shares as at HK$0.20 and HK$0.05 respectively as well as the illiquid turnover of the underlying Shares, the Board considers that the placing price is fair and reasonable and is in the interests of the Company and its shareholders as a whole. The net proceeds of the placing will be paid to the Company upon completion of the placing. The cost and the expenses in relation to the placing will be borne by the Company.

Ranking of the Placing Shares

The Placing Shares will on issue rank equally in all respects with the then existing Shares save for any dividend or other distribution declared, made or paid by the Company by reference to a record date falling before the date of issue of Placing Shares.

Number of Shares to be placed

Under the Placing Agreement, 40,000,000 new Shares will be issued, representing approximately 20.00% of the existing issued share capital of the Company of 200,000,004 Shares and approximately 16.67% of the Company’s issued share capital as enlarged by the placing.

For details of the shareholding structure of the Company, please refer to the section headed “Shareholding structure of the Company” below.

General Mandate

The Placing Shares will be issued pursuant to the General Mandate. The General Mandate dated 4th April, 2003 has not been utilized prior to the entering into of the Placing Agreement. The long stop date for the placing will be 18th March, 2004, or such other date as may be agreed between the Company, the Placing Agent and the Financial Adviser.

Reasons for the placing and use of proceeds

The Board considers that the recent improvement in the market sentiments provides a good opportunity for the Company to raise funds for its working capital.

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The Group is principally engaged in the investment in listed and unlisted companies. The net proceeds from the placing, which are estimated to be not less than approximately HK$5.8 million, will be used to as the general working capital of the Company.

Conditions of the placing

The placing is conditional upon the Listing Committee of the Stock Exchange granting listing of and permission to deal in the Placing Shares.

Force majeure

The placing is subject to termination on the occurrence of certain events before 9:30 a.m. (Hong Kong time) on the dates for completion of the Placing Agreement, including:

• (i) any material breach of any of the representations and warranties set out in the Placing Agreement; or

• (ii) the introduction of any new law or regulation or any change in existing laws or regulations or change in the interpretation or application thereof; or

• (iii) the occurrence of any event, development or change (whether or not local, national or international or forming part of a series of events 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 or other nature, whether or not sui generis with any of the foregoing, resulting in a material adverse change in, or which might be expected to result in a material adverse change in, political, economic or stock market conditions; or

• (iv) the imposition of any moratorium, suspension or material restriction on trading in securities generally on the Stock Exchange occurring due to exceptional financial circumstances or otherwise; or

• (v) a change or development involving a prospective change in taxation in Hong Kong, Cayman Islands or the People’s Republic of China or the implementation of exchange controls which shall or might materially and adversely affect the Group (taken as a whole) or its present or prospective shareholders in their capacity as such; or

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• (vi) any change or deterioration in the conditions of local, national or international securities markets occurs.

The Board is not aware of the occurrence of any of such events as at the date of this announcement.

Completion

The placing is to be completed on the next business day (or such other date as may be agreed between the Company, the Placing Agent and the Financial Adviser) after satisfaction of the respective conditions under the section headed “Condition of the placing” above.

SHAREHOLDING STRUCTURE OF THE COMPANY

The shareholding structure of the company before and after the placing is as follows:

Collier Assets Limited_(NB1) J.P. Morgan Chase & Co Royal London Asset Management Limited Mr. Wong Man Ho, William(NB2)_ Public Independent placees	Existing Number % 55,718,000 27.86 15,260,000 7.63 16,000,000 8.00 300,000 0.15 112,722,004 56.36 – 0.00 200,000,004 100.00	After completion of the placing Number % 55,718,000 23.22 15,260,000 6.36 16,000,000 6.67 300,000 0.12 112,722,004 46.96 40,000,000 16.67 240,000,004 100.00	After completion of the placing Number % 55,718,000 23.22 15,260,000 6.36 16,000,000 6.67 300,000 0.12 112,722,004 46.96 40,000,000 16.67 240,000,004 100.00
			100.00

(NB1) Collier Assets Limited is wholly and beneficially owned by Ms. Lo Ki Yan, Karen.

(NB2) Mr. Wong Man Ho, William is the executive director of the Company.

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FUNDS RAISED BY THE COMPANY DURING THE 12 MONTHS ENDED 30TH NOVEMBER, 2003

During the 12 months ended 30th November, 2003, the Company had not carried out any fund raising activities.

GENERAL

Application will be made by the Company to the Stock Exchange for the granting of the listing of and permission to deal in the Placing Shares, as the case may be.

As the placing may or may not be consummated, investors are advised to exercise caution when dealing in the Shares.

DEFINITIONS

• “Board”

the board of directors of the Company

• “Company”

Unity Investments Holdings Limited, a limited liability company incorporated in the Cayman Islands and the shares of which are listed on the Stock Exchange

• “Financial Adviser”

CU Corporate Finance Limited, a limited liability company incorporated in Hong Kong and a deemed licensed corporation registered under the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)

• “General Mandate”

the general mandate granted by shareholders of the Company to the Board to issue new Shares at the annual general meeting of the Company held on 2nd May, 2003

• “Group”

the Company and its subsidiaries

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“Placing Agent”

Chung Nam Securities Limited, a limited liability company incorporated in Hong Kong and a deemed licensed corporation registered under the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)

• “Placing Agreement”

• the placing agreement between the Placing Agent, Financial Adviser and the Company dated 18th December, 2003 in relation to the placing of the Placing Shares under the General Mandate

• “Placing Shares”

• 40,000,000 new Shares to be placed by the Placing Agent at HK$0.148 each pursuant to the Placing Agreement

• “Share(s)”

ordinary share(s) of HK$0.10 each in the capital of the Company

• “HK$”

Hong Kong dollars

By Order of the Board Unity Investments Holdings Limited Pang Shuen Wai, Nichols Executive Director

Hong Kong, 18th December, 2003

“Please also refer to the published version of this announcement in The Standard”

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