Smart-Core Holdings Limited — Capital/Financing Update 2015

Dec 4, 2015

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.

This announcement appears for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for the securities of the Company.

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 913)

CHANGE IN USE OF PROCEEDS

Reference is made to the prospectus (the “ Prospectus ”) of Unity Investments Holdings Limited (the “ Company ”, which together with its subsidiaries, the “ Group ”) dated 24 February 2015 in relation to, among others, the use of proceeds of the Open Offer. Capitalised terms used herein shall have the same meanings as those defined in the Prospectus unless the context otherwise requires.

As set out in the paragraph headed “Reasons for the Open Offer and use of proceeds” of the section headed “Letter from the Board” of the Prospectus, the Board intends to apply the net proceeds of the Open Offer as to (i) approximately HK$170.0 million for investment in listed securities (“ Listed Securities ”) in various industries including but not limited to natural resources, health and pharmaceutical, forestry, retail, communication technology, media, online and mobile game businesses, financial institutions, software and information technology, and manufacture of juvenile and infant products; (ii) approximately HK$170.0 million for investment in unlisted securities (“ Unlisted Securities ”) in various industries including but not limited to natural resources, health and pharmaceutical, forestry, retail, communication technology, media, online and mobile game businesses, financial institutions, software and information technology, manufacture of juvenile and infant products, and elderly care related business; and (iii) approximately HK$22.0 million for general working capital (“ General Working Capital ”) of the Group for the coming two years. Among the net proceeds from the Open Offer to be applied for General Working Capital, it will be applied for payment of employee salaries and benefits (including Directors’ emoluments), operating lease charges in respect of office premises and office equipment, legal and professional fee, investment manager fee, investment relation expenses, auditor’s remuneration and other operating expenses (such as travelling expenses, utilities expense and entertainment expenses, etc.).

As at the date of this announcement, the Group had used approximately HK$170.0 million for investment in Listed Securities and approximately HK$5.8 million for General Working Capital for the Group. As such, the unutilised net proceeds from the Open Offer amount to approximately HK$186.2 million.

The Group’s performance in listed investments is outstanding in the first half of this year, and net realised profit on listed investments of approximately HK$42.4 million and unrealised gain on listed investments of approximately HK$582.3 million were recorded in the six months ended 30 June 2015. In view of the encouraging track record of investments in listed securities as mentioned above, the Company intends to increase the weight of listed securities in its investment portfolio. Accordingly, the Board has resolved to apply further amount of the unutilised net proceeds of approximately HK$126.2 million to invest in Listed Securities, and retain an amount of approximately HK$60.0 million to invest in Unlisted Securities.

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The Directors (including the independent non-executive Directors) consider the above change in the use of the net proceeds from the Open Offer is fair and reasonable and in the interests of the Company and its Shareholders as a whole.

By Order of the Board Unity Investments Holdings Limited 合一投資控股有限公司 NG Chi Hoi Chairman

Hong Kong, 4 December 2015

As at the date of this announcement, the Board comprises:

Executive Directors: Mr. NG Chi Hoi (Chairman and Chief Executive Officer) Ms. SHUM Kit Lan Anita

Independent non-executive Directors: Mr. HUNG Cho Sing Mr. CHAN Yik Pun Ms. CHUNG Fai Chun

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