Smart-Core Holdings Limited — Capital/Financing Update 2004

Nov 3, 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 the Cayman Islands with limited liability)

(Stock Code: 913)

PROPOSED RIGHTS ISSUE ON THE BASIS OF ONE RIGHTS SHARE FOR EVERY THREE EXISTING SHARES HELD BY QUALIFYING SHAREHOLDERS AND RESUMPTION OF TRADING

Financial advisor to the Company

Underwriter

KINGSTON SECURITIES LIMITED

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The Company proposes to raise approximately HK$13.4 million before expenses by way of a rights issue of 96,000,001 Rights
shares at a price of HK$0.14 per Rights Share on the basis of one Rights Share for every three existing Shares held on the Record
Date. The Company will provisionally allot to the Qualifying Shareholders one Rights Share in nil-paid form for every three
existing Shares held on the Record Date. Fractional entitlements will not be allotted but will be aggregated and sold for the
benefit of the Company. The Rights Issue will not be available to Excluded Shareholders.
The estimated net proceeds of the Rights Issue will amount to not less than approximately HK$12.2 million and will be used as
to approximately HK$10 million in repayment of the outstanding interest bearing borrowings in an aggregate amount of
approximately HK$22.3 million and as to approximately HK$2.2 million for future possible investments of the Company.
Subject to the Underwriting Agreement becoming unconditional and not being terminated in accordance with its terms, Collier
and Winning Horsee have undertaken to the Company and Kingston that the Shares beneficially owned by them as at the date of
the Underwriting Agreement will remain registered in their name, or the name of their respective nominees on the Record Date
and that Collier and Winning Horsee will accept or procure the acceptance of their respective pro rata entitlement to 28,112,666
Rights Shares and 8,196,666 Rights Shares to be provisionally allotted to Collier and Winning Horsee or their respective
nominees as the holders of such Shares pursuant to the Rights Issue. Rights Shares, other than the Rights Shares undertaken to be
accepted by Collier and Winning Horsee or their respective nominees, will be fully underwritten by Kingston on the terms and
subject to the conditions set out in the Underwriting Agreement. Kingston has agreed to underwrite 59,690,669 Rights Shares,
representing all the Rights Shares which will be provisionally allotted under the Rights Issue less an aggregate of 36,309,332
Rights Shares which Collier and Winning Horsee have irrevocably undertaken to take up.
The Rights Issue will be subject to the satisfaction of certain conditions as described under the section headed “Conditions
of the Underwriting Agreement”. In particular, the Rights Issue will be subject to Kingston not terminating the Underwriting
Agreement on the occurrence of certain events including the force majeure (see the section headed “Termination of the
Underwriting Agreement” below). Accordingly, the Rights Issue may or may not become unconditional and may or may
not proceed. Investors’ attention is drawn to the section headed “Warning of the risks of dealing in Shares and the nil-
paid Rights Shares” below.
The last day of dealings in the Shares on a cum-rights basis is expected to be Wednesday, 17 November 2004 and it is expected
that existing Shares will be dealt with on an ex-rights basis from Thursday 18 November 2004. To qualify for the Rights Issue, a
Shareholder must not be an Excluded Shareholder. In order to be registered as a member of the Company on the Record Date,
any transfer of Shares must be lodged for registration with the Company’s branch share registrar in Hong Kong, Tengis Limited,
Ground Floor, Bank of East Asia Harbour View Centre, 56 Gloucester Road, Wanchai, Hong Kong by 4:00 p.m. on Friday, 19
November 2004. The Rights Shares are expected to be dealt with in their nil-paid form from Friday, 3 December 2004 to Friday,
10 December 2004, both dates inclusive.
The Company expects to send the Rights Issue Documents to all Qualifying Shareholders, and the Prospectus, for their information
only, to all Excluded Shareholders, on Monday, 29 November 2004.
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The last day for acceptance and payment of the Rights Shares is expected to be on Wednesday, 15 December 2004. The Company will apply to the Stock Exchange for the listing of, and permission to deal in, the Rights Shares in both nil-paid and fully-paid forms.

Trading in the Shares was suspended on the Stock Exchange from 9:30 a.m. on Tuesday, 2 November 2004 at the request of the Company pending the issue of this announcement and application has been made to the Stock Exchange for the resumption of trading in the Shares on the Stock Exchange from 9:30 a.m. on Wednesday, 3 November 2004.

1

PROPOSED RIGHTS ISSUE

Issue Statistics

Issue Statistics
Basis of Rights Issue	:	one Rights Share for every three existing Shares held by a Qualifying Shareholder on
		the Record Date
Subscription Price	:	HK$0.14 per Rights Share
Number of existing Shares in issue	:	288,000,004 Shares as at the date of this announcement
Number of Rights Shares undertaken	:	Pursuant to the Irrevocable Undertakings, Collier and Winning Horsee have
to be taken up by Collier and		irrevocably undertaken to take up or procure to take up their respective pro rata
Winning Horsee		entitlement of 28,112,666 Rights Shares and 8,196,666 Rights Shares
Number of Rights Shares	:	96,000,001 Rights Shares

The Company has no outstanding options or securities convertible into Shares as at the date of the announcement.

The Company expects to raise about HK$13.4 million before expenses through the Rights Issue of 96,000,001 Rights Shares at a price of HK$0.14 per Rights Share.

Qualifying Shareholders

The Company will send the Rights Issue Documents to Qualifying Shareholders only.

To qualify for the Rights Issue, a Shareholder must be registered as a member of the Company at the close of business on the Record Date and not an Excluded Shareholder.

In order to be registered as a member at the close of business on the Record Date, Shareholders must lodge any transfers of Shares (together with the relevant share certificates) with the Company’s branch share registrar in Hong Kong no later than 4:00 p.m. on Friday, 19 November 2004.

The details of the branch share registrar of the Company in Hong Kong is as follows:

Tengis Limited

Ground Floor, Bank of East Asia Harbour View Centre 56 Gloucester Road, Wanchai, Hong Kong

Closure of Register of Members

The register of members of the Company will be closed from Monday, 22 November 2004 to Wednesday, 24 November 2004 (both dates inclusive) for the purpose of determining entitlements to participate in the Rights Issue. No transfers of Shares will be registered during this period.

TERMS OF THE RIGHTS ISSUE

Subscription Price for the Rights Shares

The Subscription Price is HK$0.14 per Rights Share, payable in full by the Qualifying Shareholders upon acceptance of the provisional allotment of the Rights Shares under the Rights Issue or application for excess Rights Shares.

The Subscription Price represents:

1. a premium of about 72.8% to the closing price of HK$0.081 per Share as quoted on the Stock Exchange on the Last Trading Day;

2. a premium of about 46.2% to the theoretical ex-rights price of about HK$0.09575 per Share based on that closing price of HK$0.081 per Share as quoted on the Stock Exchange on the Last Trading Day;

3. a premium of about 55.2% to the average closing price of about HK$0.0902 per Share as quoted on the Stock Exchange for the last ten Trading Days up to and including the Last Trading Day; and

4. a discount of about 44% to the unaudited net asset value of HK$0.25 per Share as at 30th September 2004, being the latest net asset value per Share as announced by the Company.

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The Subscription Price was arrived at after arm’s length negotiations between the Company and Kingston with reference to the prevailing market conditions and the most recent net asset value of HK$0.25 per Share as at 30 September 2004 rather than the recent market prices of the Shares, as the Directors consider that the Shares have been trading at prices which do not reflect the net asset value of the Shares. The Directors also consider that setting the Subscription Price with reference to the most recent net asset value per Share as opposed to the recent market prices per Share will avoid a dilution of the net asset value per Share. In addition, given the prolonged thin trading volume of Shares in the market, the Directors consider that a discount on the Subscription Price to the most recent net asset value of HK$0.25 as at 30 September 2004 can give an incentive to the Shareholders to participate in the Rights Issue. The proceeds from the Rights Issue can be used to improve the Company’s operating efficiency and future profitability by as to approximately HK$10 million for repaying the interest-bearing borrowings and as to approximately HK$2.2 million for future possible investments of the Company which will be made in accordance with the principal activities of the Company. The Directors consider the terms of the Rights Issue to be fair and reasonable and in the best interests of the Company and the Shareholders as a whole. As at the date of this announcement, the Board has not identified any specific investment targets.

Status of the Rights Shares

The Rights Shares, when allotted, issued and fully paid, will rank pari passu in all respects with the then existing Shares in issue. Holders of such Rights Shares will be entitled to receive all future dividends and distributions which are declared, made or paid after the date of allotment and issue of the Rights Shares.

Expected timetable

The expected timetable of the Rights Issue is as follows:–

Last day of dealings in existing Shares on a cum-rights basis . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Wednesday, 17 November 2004 Commencement date of trading on an ex-rights basis . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Thursday, 18 November 2004 Latest time for lodging transfers of Shares in order to qualify for the Rights Issue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4:00 p.m. on Friday, 19 November 2004 Register of members closes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . from Monday, 22 November 2004 to Wednesday, 24 November 2004, both days inclusive) Record Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Wednesday, 24 November 2004 Register of members re-opens . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Thursday, 25 November 2004 Rights Issue Documents despatched on . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Monday, 29 November 2004 First day of dealings in nil-paid Rights Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Friday, 3 December 2004 Latest time for splitting nil-paid Rights Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4:00 p.m. on Tuesday, 7 December 2004 Last day of dealings in nil-paid Rights Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Friday, 10 December 2004 Latest time for acceptance of, and payment for Rights Shares and application for excess Rights Shares . . . . . . . . . . . . . . . . . . . . . . . . . . 4:00 p.m. on Wednesday, 15 December 2004 Rights Issue expected to become unconditional . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4:00 p.m. on Monday, 20 December, 2004 Announcement of results of acceptance of Rights Issue to appear in newspapers on or before . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Wednesday, 22 December 2004 Refund cheques in respect of wholly or partially unsuccessful applications for excess Rights Shares to be despatched on or before . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Thursday, 23 December 2004 Certificates for fully-paid Rights Shares expected to be despatched on or before . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Thursday, 23 December 2004 Dealings in fully-paid Rights Shares on the Stock Exchange to commence on . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Tuesday, 28 December 2004

Dates or deadlines specified in this announcement for events in the timetable for (or otherwise in relation to) the Rights Issue are indicative only and may be varied by agreement between the Company and Kingston. Any changes to the expected timetable will be notified to Shareholders by way of an announcement and/or in the Prospectus of the Company for the Rights Issue.

Certificates for Rights Shares and refund cheques

Subject to the fulfillment of the conditions of the Rights Issue, certificates for all fully-paid Rights Shares are expected to be posted on or before Thursday, 23 December 2004 to those who have accepted or where applicable to apply for, and paid for the Rights Shares, by ordinary post at their own risk, and refund cheques in respect of wholly or partially unsuccessful applications for excess Rights Shares are also expected to be posted on or before Thursday, 23 December 2004 by ordinary post to the applicants at their own risk.

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Rights of Excluded Shareholders

The Rights Issue Documents will not be registered under the applicable securities legislation of any jurisdiction other than Hong Kong. The Company will make enquiries regarding the feasibility of extending the Rights Issue to Excluded Shareholders. If based on legal opinions provided by the legal advisors, the Directors consider that it is necessary or expedient not to offer the Rights Shares to the Excluded Shareholders on account either of the legal restrictions under the laws of the place of the registered address of the Excluded Shareholders or the requirements of the relevant regulatory body or stock exchange in that place, the Rights Issue will not be available to the Excluded Shareholders. There are no Shareholders whose registered address are outside Hong Kong in accordance with the register of member of the Company on the date of this announcement.

The Company will send copies of the Prospectus to the Excluded Shareholders for their information only, but the Company will not send any provisional allotment letters and forms of application for excess Rights Shares to the Excluded Shareholders.

Arrangements will be made for Rights Shares which would otherwise have been provisionally allotted to the Excluded Shareholders to be sold in the market in their nil-paid form as soon as practicable after dealings in the nil-paid Rights Shares commence, if a premium (net of expenses) can be obtained. The proceeds of such sale, less expenses, of more than HK$100 will be paid pro rata to the relevant Excluded Shareholders in Hong Kong dollars. The Company will retain individual amounts of HK$100 or less for its own benefit.

Fractions of Rights Shares

The Company will not provisionally allot fractions of Rights Shares. The Company will sell any Rights Shares created from the aggregation of fractions of Rights Shares (if a premium, net of expenses, can be obtained) and will retain the proceeds for its own benefit.

Applications for excess Rights Shares

Qualifying Shareholders will be entitled to apply for any unsold entitlements of Excluded Shareholders, any unsold Rights Shares created by adding together fractions of Rights Shares and any Rights Shares provisionally allotted to but not accepted by Qualifying Shareholders. Application may be made by completing the form of application for excess Rights Shares and lodging the same with a separate remittance for the excess Rights Shares being applied for. The Directors will allocate the excess Rights Shares at their discretion, but on a fair and reasonable basis as far as practicable but preference will be given to applications for less than one board lot of Shares where it appears to the Directors that such application have been made to round up an existing holding of an odd lot of Shares.

The latest time for acceptance of, and payment for, Rights Shares and application for excess Rights Shares is expected to be at 4:00 p.m. on Wednesday, 15 December 2004, or such later date as may be agreed between the Company and Kingston.

Application for listing

The Company will apply to the Listing Committee of the Stock Exchange for the listing of, and permission to deal in, the Rights Shares, in both their nil-paid and fully-paid forms.

Nil paid Rights Shares will be traded in board lots of 2,000 Shares. Dealing in the Rights Shares in both their nil-paid and fully-paid forms registered in the branch register of the Company in Hong Kong will be subject to the payment of stamp duty in Hong Kong.

UNDERWRITING ARRANGEMENTS

Underwriting Agreement

Date : 1 November, 2004 Parties : the Company and Kingston Number of Rights Shares : 59,690,669 Rights Shares, being the total number of Rights Shares to which underwritten holders of the existing Shares held on the Record Date are entitled to subscribe pursuant to the Rights Issue less an aggregate of 36,309,332 Rights Shares which Collier and Winning Horsee have undertaken to accept or procure acceptance according to their respective pro rata entitlement under the Rights Issue Commission : 2.5% of the total Subscription Price of the Rights Shares underwritten

The commission payable to Kingston was determined after arm’s length negotiations between the Company and Kingston. The Directors consider that such amount is on normal commercial terms and is comparable with market rate. Kingston is not a connected person (as defined in the Listing Rules) of the Company.

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Undertakings from Collier and Winning Horsee

Subject to the Underwriting Agreement becoming unconditional and not being terminated in accordance with its terms, Collier and Winning Horsee have irrevocably undertaken to the Company and Kingston that the Shares beneficially owned by them as at the date of this announcement will remain registered in their name or the name of their respective nominees on the Record Date and that Collier and Winning Horsee will accept or procure the acceptance of their respective pro rata entitlement to 28,112,666 Rights Shares and 8,196,666 Rights Shares to be provisionally allotted to Collier and Winning Horsee or their respective nominees as the holders of such Shares pursuant to the Rights Issue.

CONDITIONS OF THE UNDERWRITING AGREEMENTS

The Underwriting Agreement is conditional upon, among other things, the following conditions being fulfilled by 4:00 p.m. on the third business day following the latest date for acceptance or such other date as the Company and Kingston may agree:

• (i) the Listing Committee of the Stock Exchange granting listing of, and permission to deal in, the Rights Shares in both their nil-paid and fully-paid forms;

• (ii) the registration of the Rights Issue Documents with the Registrar of Companies in Hong Kong; and

• (iii) delivery by the Company to the Underwriter of the Irrevocable Undertakings duly executed by Collier and Winning Horsee forthwith after the signing of the Underwriting Agreement and compliance by Collier and Winning Horsee with all their obligations under the Irrevocable Undertakings in accordance with the terms thereof.

TERMINATION OF THE UNDERWRITING AGREEMENT

Kingston may terminate the arrangements set out in the Underwriting Agreement by notice in writing to the Company at any time prior to 4:00 p.m. on the third business day following the latest date for acceptance if there occurs:

• (i) an introduction of any new law or regulation or any change in existing law or regulation (or the judicial interpretation thereof); or

• (ii) any local, national or international event or change (whether or not forming part of a series of events or changes occurring or continuing before, and/or after the date hereof) of a political, military, financial, economic or currency (including a change in the system under which the value of the Hong Kong currency is linked to the currency of the United States of America) or other nature (whether or not such are of the same nature as any of the foregoing) or of the nature of any local, national or international outbreak or escalation of hostilities or armed conflict, or affecting local securities market; or

• (iii) any act of God, war, riot, public disorder, civil commotion, fire, flood, explosion, terrorism, strike or lock-out;

and in the reasonable opinion of Kingston, such change would have a material and adverse effect on the business, financial or trading position or prospects of the Group as a whole or the success of the Rights Issue or make it inadvisable or inexpedient to proceed with the Rights Issue.

If, at or prior to 4:00 p.m. on the third business day following the latest date for acceptance:

• (i) the Company commits any material breach of or omits to observe any of the obligations or undertakings expressed to be assumed by it under the Underwriting Agreement which breach or omission will have a material and adverse effect on its business, financial or trading position; or

• (ii) Kingston shall receive notification pursuant to the Underwriting Agreement of, or shall otherwise become aware of, the fact that any of the representations or warranties contained in the Underwriting Agreement was, when given, untrue or inaccurate or would be untrue or inaccurate if repeated as provided in the Underwriting Agreement, and Kingston shall, in its reasonable opinion, determine that any such untrue representation or warranty represents or is likely to represent a material adverse change in the business, financial or trading position or prospects of the Group taken as a whole or is otherwise likely to have a materially prejudicial effect on the Rights Issue; or

• (iii) the Company shall, after certain matters or events referred to in the Underwriting Agreement has occurred or come to Kingston’s attention, fail promptly to send out any announcement or circular (after the despatch of the Rights Issue Documents), in such manner (and as appropriate with such contents) as Kingston may reasonably request for the purpose of preventing the creation of a false market in the securities of the Company;

Kingston shall be entitled (but not bound) by notice in writing to the Company to elect to treat such matter or event as releasing and discharging Kingston from its obligations under this Agreement.

Upon termination of the Underwriting Agreement and/or the giving of the termination notice pursuant to the Underwriting Agreement, all obligations of Kingston under the Underwriting Agreement shall cease and determine and neither party to the Underwriting Agreement shall have any claim against the other party in respect of any matter or thing arising out of or in connection with the Underwriting Agreement provided that the Company shall remain liable to pay to Kingston such fees as agreed by the parties pursuant to the Underwriting Agreement.

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WARNING OF THE RISKS OF DEALING IN SHARES AND NIL-PAID RIGHTS SHARES

Existing Shares will be dealt with on an ex-rights basis from Thursday, 18 November 2004. To qualify for the Rights Issue, a Qualifying Shareholder’s name must appear on the Register of Members of the Company on the Record Date, which is currently expected to be Wednesday, 24 November 2004. In order to be registered as members on the Record Date, any transfers of Shares (with the relevant share certificates) must be lodged for registration by 4:00 p.m. on Friday, 19 November 2004.

The Rights Shares are expected to be dealt with in their nil-paid form from Friday, 3 December 2004 to Friday, 10 December 2004, both days inclusive. If Kingston terminates the Underwriting Agreement, or the conditions of the Rights Issue are not fulfilled, the Rights Issue will not proceed.

Any dealings in the Shares or Rights Shares in their nil-paid form from now up to the date on which all conditions of the Underwriting Agreement are fulfilled are accordingly at the investors’ own risk. Any Shareholder or other person contemplating any dealings in the Shares or Rights Shares in their nil-paid form is recommended to consult his/her own professional advisor.

EFFECTS ON SHAREHOLDING STRUCTURE

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

Collier Winning Horsee Qi Qing_(Note 1)_ Kingston Public Total	Before completion of the Rights Issue Shares % (approximately) 84,338,000 29.28% 24,590,000 8.54% 20,000 0.01% – – 179,052,004 62.17% 288,000,004 100.00%	Immediately after completion of the Rights Issue (assuming all Qualifying Shareholders have taken up the Rights Shares in full) Shares % (approximately) 112,450,666 29.28% 32,786,666 8.54% 26,666 0.01% – – 238,736,007 62.17% 384,000,005 100.00%	Immediately after completion of the Rights Issue (assuming no Qualifying Shareholder takes up his/her/its entitlement under the Rights Issue, except that each of Collier and Winning Horsee takes up all its entitlement pursuant to the Irrevocable Undertakings) Shares % (approximately) 112,450,666 29.28% 32,786,666 8.54% 20,000 0.01% 59,690,669 15.54% 179,085,004 46.63% 384,000,005 100.00%	Immediately after completion of the Rights Issue (assuming no Qualifying Shareholder takes up his/her/its entitlement under the Rights Issue, except that each of Collier and Winning Horsee takes up all its entitlement pursuant to the Irrevocable Undertakings) Shares % (approximately) 112,450,666 29.28% 32,786,666 8.54% 20,000 0.01% 59,690,669 15.54% 179,085,004 46.63% 384,000,005 100.00%
				100.00%

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

REASONS FOR THE RIGHTS ISSUE AND USE OF PROCEEDS

The Company is an investment company listed pursuant to Chapter 21 of the Listing Rules and is principally engaged in the investment in listed and unlisted companies in Hong Kong and in PRC.

As at the date of this announcement, the Company has total outstanding interest bearing borrowings in the aggregate amount of approximately HK$22.3 million and the investment portfolio has been fully invested. The Board is quite satisfied with the existing portfolio and believes that the existing investments still maintain medium to long-term appreciation potential.

The estimated net proceeds of the Rights Issue will amount to not less than approximately HK$12.2 million and will be used as to approximately HK$10 million in repayment of the outstanding interest bearing borrowing in the aggregate amount of approximately HK$22.3 million and as to approximately HK$2.2 million for future possible investments of the Company.

The Board considers that improving the Company’s gearing ratio can improve the Company’s operating efficiency and therefore is beneficial to the Company and its Shareholders as a whole. Moreover, the Board is optimistic on the long-term prospects of the economy and the stock market of each of Hong Kong and the PRC and may consider making further investments in future. As at the date of this announcement, the Board has not identify any specific investment targets.

In view of the current market conditions and the amount that may raised by the Rights Issue, the Directors consider that the Rights Issue provides a good opportunity for the Group to strengthen its capital base and to enhance its financial position. Additionally, since the Rights Issue could also allow the Qualifying Shareholders to maintain their respective pro rata shareholdings in the Company, the Directors consider that it is in the interests of the Company and its Shareholders as a whole to raise capital through the Rights Issue.

The estimated expense of the Rights Issue is about HK$1.2 million, which will be borne by the Company.

There has not been any rights issue or open offer of Shares for the past 24 months from the date of this announcement. The following table summaries the capital raising activities of the Group for the 12 months immediately before the date of this announcement:

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FUNDS RAISING ACTIVITIES AND SHARE TRANSACTIONS OF THE COMPANY DURING THE 12 MONTHS ENDED 31 OCTOBER 2004

						Percentage of
						Number
						of Shares
						issued/total
						number of		Use of
				Amount of	Number of	existing		proceeds	Use of
			Placees/	fund raised	Shares issued	Shares of	Intended	according	proceeds
Date of	Date of	Nature of	subscriber/	(net)	from the	the Company	use of	to the	other than the
**announcement **	agreement	transaction	allottee	(approximately)	activities	(approximately)	proceeds	intended use	intended use
18 December	18 December	Placing of	Independent	HK$5.8 million	40,000,000 Shares	13.895%	General working	Investment as	Nil
2003	2003	40,000,000	third parties				capital	according to
		Shares at a						the principal
		price of						activities of
		HK$0.148						the Company
		per Shares
		under general
		mandate
4 March	27 February	Placing of	Independent	HK$9.35 million	48,000,000 Shares	16.67%	General working	Repayment of	Nil
2004	2004	48,000,000	third parties				capital and	bank loans and
		Shares at a					repayment of	investment as
		price of					borrowing of	according to
		HK$0.2					the Company	the principal
		per Shares						activities of
		under the						the Company
		general mandate

GENERAL

Application will be made to the Stock Exchange to grant the listing of, and permission to deal in, the Rights Shares, in both their nilpaid and fully paid forms.

SUSPENSION AND RESUMPTION OF TRADING

Trading in the Shares was suspended on the Stock Exchange from 9:30 a.m. on Tuesday, 2 November 2004 at the request of the Company pending the issue of this announcement and application has been made to the Stock Exchange for the resumption of trading in the Shares on the Stock Exchange from 9:30 a.m. on Wednesday, 3 November 2004.

DEFINITIONS

In this announcement, the following expressions have the following meanings:

“Board”	the board of Directors
“Business Days”	days on which banks are open for business for more than five hours
“Collier”	Collier Assets Limited, a limited company incorporated in British Virgin Islands and is wholly
	and beneficially owned by Ms. Lo Ki Yan, Karen
“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
“Director(s)”	director(s) of the Company
“Excluded Shareholder(s)”	the Shareholder(s) whose name(s) appear on the register of members of the Company on the
	Record Date and whose address is/are in a place(s) outside Hong Kong where, the Directors,
	based on legal opinions provided by legal advisers, consider it necessary or expedient to exclude
	any such Shareholder on account either of the legal restrictions under the laws of the place of
	his registered address or the requirements of the relevant regulatory body or stock exchange in
	that place
“Group”	the Company and its subsidiaries
“Hong Kong”	Hong Kong Special Administrative Region of the People’s Republic of China
“Irrevocable Undertakings”	the irrevocable undertakings given by Collier and Winning Horsee to accept or procure the
	acceptance of their respective pro rata entitlement to 28,112,666 Rights Shares and 8,196,666
	Rights Shares to be provisionally allotted to Collier and Winning Horsee or their respective
	nominees

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“Kingston” Kingston Securities Limited, a licensed corporation to carry on business in types 1, 4, 6 and 9 regulated activities (dealing in securities, advising on securities and corporate finance and asset management) under the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) “Last Trading Day” 1 November 2004, being the last trading day before the suspension of the trading of the Shares on the Stock Exchange pending the release of this announcement in relation to the Rights Issue “Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange “PRC” The People’s Republic of China “Prospectus” the prospectus to be issued by the Company in relation to the Rights Issue “Qualifying Shareholder(s)” the Shareholder(s) other than Excluded Shareholders whose names appear on the register of members of the Company as at the close of business on the Record Date and whose addresses as shown in the register of members of the Company are in Hong Kong “Record Date” Wednesday, 24 November 2004 “Rights Issue” the issue of the Rights Shares on the basis of one Rights Share for every three existing Shares held on the Record Date at a price of HK$0.14 per Rights Share as described in this announcement “Rights Issue Documents” the Prospectus, the provisional allotment letter and the form of application for excess Rights Shares “Rights Share(s)” new Shares to be allotted and issued in respect of the Rights Issue “Share(s)” ordinary share(s) of HK$0.10 each in the share capital of the Company “Shareholder(s)” holder(s) of the Share(s) “Stock Exchange” The Stock Exchange of Hong Kong Limited “Subscription Price” the subscription price of HK$0.14 per Rights Share “Trading Day(s)” day(s) on which the Stock Exchange is open for trading “Underwriting Agreement” the agreement dated 1 November 2004 between the Company and Kingston relating to the underwriting and other arrangements in respect of the Rights Issue “Winning Horsee” Winning Horsee Limited, a wholly owned subsidiary of Radford Capital Investment Limited, a limited liability company incorporated in the Cayman Islands and the shares of which are listed on the Stock Exchange “HK$” Hong Kong dollars, the lawful currency of Hong Kong “%” per cent. By order of the Board Unity Investments Holdings Limited Pang Shuen Wai, Nichols Executive Director

Hong Kong, 2 November 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 non-executive 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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