Smart-Core Holdings Limited — Capital/Financing Update 2010

Feb 19, 2010

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

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

COMPLETION OF THE FULLY UNDERWRITTEN PLACING

The Board is pleased to announce that the Fully Underwritten Placing was completed on 19 February 2010 in which an aggregate of 100,000,000 Fully Underwritten Placing Shares have been successfully placed to not less than six Placees, who and (where a corporation) whose ultimate beneficial owners are not connected persons of the Company and are independent of the Company and its connected persons, at the Placing Price of HK$0.38 per Fully Underwritten Placing Share.

Reference is made to the announcements of the Company dated 7 September 2009, 13 October 2009, 21 December 2009, 22 December 2009, 30 December 2009 and 10 February 2010 and the circular of the Company dated 24 September 2009 (the “ Circular ”) in relation to, among other things, the Fully Underwritten Placing. Terms used in this announcement shall have the same meanings as defined in the Circular unless otherwise stated.

COMPLETION OF THE FULLY UNDERWRITTEN PLACING

The Board is pleased to announce that the Fully Underwritten Placing Agreement has become unconditional and the Fully Underwritten Placing was completed on 19 February 2010. An aggregate of 100,000,000 Fully Underwritten Placing Shares, representing approximately 35.13% of the issued share capital of the Company immediately after completion of the Fully Underwritten Placing, have been successfully placed to not less than six Placees, who and (where a corporation) whose ultimate beneficial owners are not connected persons of the Company and are independent of the Company and its connected persons, at the Placing Price of HK$0.38 per Fully Underwritten Placing Share. Also, none of the Placees has become a substantial Shareholder (as defined in the Listing Rules) as a result of the Fully Underwritten Placing. The expected net proceeds from the Fully Underwritten Placing amount to approximately HK$36.2 million will be used for the general working capital of the Group and for future investments purposes, mainly investments in non-bluechip listed securities in Hong Kong and overseas, pursuant to the investment objectives of the Company.

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SHAREHOLDING STRUCTURE

The shareholding structure of the Company immediately before and after completion of the Fully Underwritten Placing is as follows:

Immediately beforecompletion of the FullyShareholderUnderwritten PlacingNumber ofApproximateShares%Mascotte Holdings13,852,7277.50Limited_(Note 1)_Other public Shareholders:– Placees––– Others170,787,15492.50Total184,639,881100.00	Immediately aftercompletion of the FullyUnderwritten PlacingNumber ofApproximateShares%(Note 2)(Note 2)100,000,00035.13184,639,88164.87284,639,881100.00	Immediately aftercompletion of the FullyUnderwritten PlacingNumber ofApproximateShares%(Note 2)(Note 2)100,000,00035.13184,639,88164.87284,639,881100.00
		100.00

Notes:

1. The shares of Mascotte Holdings Limited (stock code: 136) are listed on the Main Board of the Stock Exchange.

2. Mascotte Holdings Limited will be regarded as other public Shareholders upon completion of the Fully Underwritten Placing.

By order of the Board Unity Investments Holdings Limited 合一投資控股有限公司 KITCHELL Osman Bin Executive Director

Hong Kong, 19 February 2010

As at the date of this announcement, the executive Directors are Mr. KITCHELL Osman Bin (Chairman and Chief Executive Officer), Ms. DAVIS Angela Hendricks and Ms. CHOI Ka Wing; and the independent non-executive Directors are Mr. CHUNG Kong Fei, Stephen, Mr. TSANG Wing Ki and Mr. NGAI Wai Kin.

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