Smart-Core Holdings Limited — Capital/Financing Update 2004

Dec 21, 2004

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

(Incorporated in Cayman Islands with limited liability) (Stock Code: 913)

RIGHTS ISSUE 96,000,001 RIGHTS SHARES OF HK$0.10 EACH AT HK$0.14 PER RIGHTS SHARE PAYABLE IN FULL UPON ACCEPTANCE ON THE BASIS OF ONE RIGHTS SHARE FOR EVERY THREE SHARES HELD ON THE RECORD DATE

Financial advisor to the Company

Underwriter

KINGSTON SECURITIES LIMITED

The Directors announce that as at 4:00 p.m. on Wednesday, 15 December 2004, being the latest time for acceptance and payment of the Rights Shares, 2 valid applications for provisional allotment of an aggregate of 43,810,664 Rights Shares (representing approximately 45.64% of the total number of 96,000,001 Rights Shares, which included an aggregate of 36,309,332 Rights Shares applied for by Collier and Winning Horsee in respect of the Rights Issue) and 2 valid forms of application for excess Rights Shares have been received for an aggregate of 5,337 excess Rights Shares (representing approximately 0.006% of the total number of 96,000,001 Rights Shares). Of the 2 valid applications for the provisional allotment of an aggregate of 43,810,664 Rights Shares, one is from HKSCC Nominees Limited for 43,809,331 Rights Shares (including the applications from Collier and Winning Horsee) and the other is from a Shareholder for 1,333 Rights Shares. An aggregate of 43,816,001 Rights Shares and excess Rights Shares where applied for, representing approximately 45.64% of the total number of 96,000,001 Rights Shares offered under the Rights Issue.

The Rights Issue, which was underwritten by Kingston, became unconditional at 4:00 p.m. on Monday, 20 December 2004. Based on the results above, the Rights Issue was undersubscribed by 52,184,000 Rights Shares or approximately 54.36% undersubscribed. Kingston and its sub-underwriter have therefore taken up an aggregate of 39,657,333 Rights Shares and procured an independent third party (the “Subscriber”) to subscribe for the remaining 30,000,000 Rights Shares. Kingston, the subunderwriter of Kingston, the Subscriber and each of their beneficial owners are not connected persons (as defined in the Listing Rules) of the Company.

Share certificates of the Rights Shares will be despatched by ordinary post to those Qualifying Holders who have validly applied and paid for the Rights Shares, at their own risks, on or before Thursday, 23 December 2004. Dealings in the Rights Shares will commence on Tuesday, 28 December 2004.

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Reference is made to the Company’s announcement dated 2 November 2004 and the prospectus of the Company dated 29 November 2004 (the “Prospectus”) in relation to, among other things, the Rights Issue. Capitalised terms used herein shall have the same meanings as defined in the Prospectus unless otherwise stated.

RESULTS OF THE RIGHTS ISSUE

The Directors announce that as at 4:00 p.m. on Wednesday, 15 December 2004, being the latest time for acceptance and payment of the Rights Shares, 2 valid applications for provisional allotment of an aggregate of 43,810,664 Rights Shares (representing approximately 45.64% of the total number of 96,000,001 Rights Shares, which included an aggregate of 36,309,332 Rights Shares applied for by Collier and Winning Horsee in respect of the Rights Issue) and 2 valid forms of application for excess Rights Shares have been received for an aggregate of 5,337 excess Rights Shares (representing approximately 0.006% of the total number of 96,000,001 Rights Shares). Of the 2 valid applications for the provisional allotment of an aggregate of 43,810,664 Rights Shares, one is from HKSCC Nominees Limited for 43,809,331 Rights Shares (including the applications from Collier and Winning Horsee) and the other is from a Shareholder for 1,333 Rights Shares. An aggregate of 43,816,001 Rights Shares and excess Rights shares where applied for, representing approximately 45.64% of the total number of 96,000,001 Rights Shares offered under the Rights Issue.

The Rights Issue, which was underwritten by Kingston, became unconditional at 4:00 p.m. on Monday, 20 December 2004. Based on the results above, the Rights Issue was undersubscribed by 52,184,000 Rights Shares or approximately 54.36% undersubscribed. Kingston and its sub-underwriter have therefore taken up an aggregate of 39,657,333 Rights Shares and procured an independent third party (the “Subscriber”) to subscribe for the remaining 30,000,000 Rights Shares. Kingston, the sub-underwriter of Kingston, the Subscriber and each of their beneficial owners are not connected persons (as defined in the Listing Rules) of the Company.

The Subscriber is Dollar Group Limited, a wholly owned subsidiary of Heritage International Holdings Limited which is a company incorporated in Bermuda with limited liability and the shares of which are listed on the Stock Exchange. Heritage International Holdings Limited is principally engaged in investment in casino services and gaming business, property related investments, investment in securities and moneylending business.

All subscription monies for the Rights Issue have been received by the Company as at the date of this announcement.

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SHAREHOLDING STRUCTURE

The following is the shareholding structure of the Company immediately before and after completion of the Rights Issue:

CollierWinning HorseeQi Qing_(Note 1)_KingstonPublic:The SubscriberOther public Shareholders (includingthe sub-underwriter)Total	Before completion ofImmediately after completion ofthe Rights Issuethe Rights Issue%%Shares (approximately)Shares (approximately)84,338,00029.28%112,450,66629.28%24,590,0008.54%32,786,6668.54%20,0000.01%20,0000.01%––9,657,3332.51%––30,000,0007.81%179,052,00462.17%199,085,34051.85%288,000,004100.00%384,000,005100.00%	Before completion ofImmediately after completion ofthe Rights Issuethe Rights Issue%%Shares (approximately)Shares (approximately)84,338,00029.28%112,450,66629.28%24,590,0008.54%32,786,6668.54%20,0000.01%20,0000.01%––9,657,3332.51%––30,000,0007.81%179,052,00462.17%199,085,34051.85%288,000,004100.00%384,000,005100.00%
		7.81%51.85%
		100.00%

Note: Mr. Qi Qing is a non-executive Director.

SHARE CERTIFICATES

Share certificates of the Rights Shares will be despatched by ordinary post to those Qualifying Holders who have validly applied and paid for the Rights Shares, at their own risks, on or before Thursday, 23 December 2004. Dealings in the Rights Shares will commence on Tuesday, 28 December 2004.

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

Hong Kong, 21 December 2004

As at the date of this announcement, the executive directors of the Company are Ms. AU Shuk Yee, Sue and Dr. PANG Shuen Wai, Nichols. The non-executive director is Mr. QI Qing. The independent nonexecutive directors are Mr. LAM Ping Cheung, Mr. WONG Ying Seung, Asiong, Mr. CHUNG Kong Fei, Stephen and Mr. TSANG Wing Ki.

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

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