Smart-Core Holdings Limited — Capital/Financing Update 2007

May 16, 2007

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

RESULTS OF RIGHTS ISSUE OF 1,194,991,160 RIGHTS SHARES ON THE BASIS OF TEN RIGHTS SHARES FOR EVERY EXISTING SHARE HELD BY QUALIFYING SHAREHOLDERS

The Directors are pleased to announce that the Rights Issue became unconditional at 4:00 p.m. on Monday, 14 May 2007.

As at 4:00 p.m. on Wednesday, 9 May 2007, being the latest time for acceptance and payment of the Rights Shares and the excess Rights Shares, the Company has received 217 valid acceptances for a total of 1,178,831,590 Rights Shares provisionally allotted under the Rights Issue (representing approximately 98.65% of the total Rights Shares) and 1,030 valid applications for a total of 2,508,525,193 excess Rights Shares (representing approximately 209.92% of the total Rights Shares). An aggregate of 3,687,356,783 Rights Shares and excess Rights Shares have been applied for, representing approximately 308.57% of the total number of 1,194,991,160 Rights Shares offered under the Rights Issue. Accordingly, the Rights Issue was approximately 208.57% oversubscribed.

It is expected that share certificates for fully-paid Rights Shares in respect of valid acceptances of Rights Shares on provisional allotment letters and successful applications for excess Rights Shares and refund cheques in respect of wholly or partially unsuccessful applications for excess Rights Shares will be despatched by ordinary mail to those entitled thereto at their own risk by the Registrar on or before Friday, 18 May 2007.

Dealings in fully-paid Rights Shares on the Stock Exchange are expected to commence on Tuesday, 22 May 2007.

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Reference is made to the prospectus of the Company dated 24 April 2007 (the “Prospectus”) in relation to 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 are pleased to announce that the Rights Issue became unconditional at 4:00 p.m. on Monday, 14 May 2007.

As at 4:00 p.m. on Wednesday, 9 May 2007, being the latest time for acceptance and payment of the Rights Shares and the excess Rights Shares, the Company has received 217 valid acceptances for a total of 1,178,831,590 Rights Shares provisionally allotted under the Rights Issue (representing approximately 98.65% of the total Rights Shares) and 1,030 valid applications for a total of 2,508,525,193 excess Rights Shares (representing approximately 209.92% of the total Rights Shares). An aggregate of 3,687,356,783 Rights Shares and excess Rights Shares have been applied for, representing approximately 308.57% of the total number of 1,194,991,160 Rights Shares offered under the Rights Issue. Accordingly, the Rights Issue was approximately 208.57% oversubscribed.

EXCESS APPLICATION

Of the 16,159,570 Rights Shares available for the excess application, the Directors have resolved to allocate those Rights Shares provisionally allotted but not accepted by the Qualifying Shareholders on the following basis.

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ExcessRights Sharesapplied for1 to 3,9994,000 to 1,099,9991,100,000 to239,999,9991,019,938,780	Number ofvalid excessapplications978399311,030	Total numberof excessRights Sharesapplied for378,97055,290,5401,432,916,9031,019,938,7802,508,525,193	Approximatelypercentageof allocationbased on thetotal numberTotal numberof excessof excessRights SharesRights Sharesapplied for inallottedthis categoryAllotment basis378,970100%In full6,510,54011.78%Allot odd excess RightsShares applied for in fullplus 4,000 shares each5,392,9030.38%Allot odd excess RightsShares applied for in fullplus 0.38% of theremaining excess RightsShares applied for(rounded down to thenearest board lot)3,877,1570.38%Approximately 0.38% of theexcess Rights Sharesapplied for16,159,570

The Directors consider that 16,159,570 Rights Shares available for the excess applications have been allocated on a fair and reasonable basis.

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SHAREHOLDING STRUCTURE OF THE COMPANY

In accordance with the terms of irrevocable undertakings to the Company, Winning Horsee, Dollar Group and Mr. Wong (who resigned as a non-executive Director of the Company on 8 May 2007), have taken up their provisional allotment of 103,930,000, 84,500,000 and 57,590,000 Rights Shares respectively. To the best of the knowledge of the Directors, the shareholding structure of the Company immediately before completion of the Rights Issue as at the Latest Practicable date and as at the announcement date and immediately after completion of the Rights Issue is as follows:

Immediatelybefore completion ofthe Rights Issue as atthe Latest Practicable DateNumber of%Shares(approximately)Mr. CHUNG Wilson(Chairman)2,600,0002.18%Mr. KITCHELL Osman Bin(Chief Executive Officer)1,100,0000.92%Ms. CHOI Ka Wing(Executive Director)1,654,7001.38%Mr. Wong(Non-executive Director)(Note 2)5,759,0004.82%Heritage InternationalHoldings Limited_(Note 3)–0%Public Shareholders:Heritage InternationalHoldings Limited(Note 3)8,450,0007.07%Radford Capital InvestmentLimited(Note 4)_10,393,0008.70%Other public Shareholders89,542,41674.93%Total119,499,116100%	Immediatelybefore completion oftbb Rights Issue as atthe announcement date(Note 1)Number of%Shares(approximately)–0%–0%–0%–0%–0%–0%–0%119,499,116100%119,499,116100%	Immediatelyafter completion ofthe Rights IssueNumber of%Shares(approximately)26,000,0001.98%11,000,0000.84%16,547,0001.26%57,590,0004.38%199,928,00015.21%–0%103,930,0007.91%899,495,27668.42%1,314,490,276100%	Immediatelyafter completion ofthe Rights IssueNumber of%Shares(approximately)26,000,0001.98%11,000,0000.84%16,547,0001.26%57,590,0004.38%199,928,00015.21%–0%103,930,0007.91%899,495,27668.42%1,314,490,276100%
			100%

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Notes:

1. The shareholding structure immediately before completion of the Rights Issue as at the announcement date shows the shareholding structure of the Company after the Record Date but before the completion of the Rights Issue.

2. Mr. Wong was resigned as a non-executive Director on 8 May 2007.

3. Heritage International Holdings Limited (stock code: 412), a company listed on the Stock Exchange, is interested in the share capital of the Company indirectly through its wholly-owned subsidiary, Coupeville Limited, and its indirect wholly-owned subsidiary, Dollar Group Limited, a direct wholly-owned subsidiary of Coupeville Limited. After completion of the Rights Issue, Heritage International Holdings Limited will become a substantial shareholder of the Company and it will not appoint any director to the Board of the Company.

4. Radford Capital Investment Limited (stock code: 901), a company listed on the Stock Exchange is interested in the share capital of the Company indirectly through its direct wholly-owned subsidiary, Winning Horsee Limited.

CERTIFICATES FOR RIGHTS SHARES AND COMMENCEMENT OF DEALINGS

It is expected that share certificates for fully-paid Rights Shares in respect of valid acceptances of Rights Shares on provisional allotment letters and successful applications for excess Rights Shares and refund cheques in respect of wholly or partially unsuccessful applications for excess Rights Shares will be despatched by ordinary mail to those entitled thereto at their own risk by the Registrar on or before Friday, 18 May 2007.

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Dealings in fully-paid Rights Shares on the Stock Exchange are expected to commence on Tuesday, 22 May 2007.

By order of the Board Unity Investments Holdings Limited 合一投資控股有限公司 CHUNG Wilson Chairman and Executive Director

Hong Kong, 16 May 2007

As at the date of this announcement, the Executive Directors of the Company are Mr. CHUNG Wilson (Chairman), Mr. KITCHELL Osman Bin (Chief Executive Officer) and Ms. CHOI Ka Wing; and the Independent Non-executive Directors of the Company are Mr. CHUNG Kong Fei, Stephen, Mr. TSANG Wing Ki and Mr. CHEN Henri Wei Hwa.

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

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