Smart-Core Holdings Limited — Capital/Financing Update 2021

Feb 18, 2021

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 purpose only and does not constitute an invitation or offer to acquire, purchase or subscribe for any securities of the Company.

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 913)

PLACING OF NEW SHARES UNDER GENERAL MANDATE

Placing Agent

==> picture [72 x 40] intentionally omitted <==

On 18 February 2021 (after trading hours), the Company and the Placing Agent entered into the Placing Agreement pursuant to which the Company appointed the Placing Agent to place, on a best efforts basis and subject to the fulfillment of the condition precedent to the Placing, a maximum of 44,690,000 Placing Shares to not less than six independent Placees at a price of HK$0.130 per Placing Share.

The Placing Price of HK$0.130 per Placing Share represents: (i) a discount of approximately 9.7% over the closing price of HK$0.144 per Share as quoted on the Stock Exchange on the date of the Placing Agreement; and (ii) a discount of approximately 9.0% to the average closing price of HK$0.1428 per Share as quoted on the Stock Exchange for the last five trading days of the Shares immediately prior to the date of the Placing Agreement.

1

Assuming the Placing Shares are fully placed, the maximum number of 44,690,000 Placing Shares represents 20.00% of the issued share capital of the Company of 223,471,680 Shares as at the date of this announcement, and approximately 16.67% of the issued share capital of the Company as enlarged by the issue of the maximum number of 44,690,000 Placing Shares.

Assuming the Placing Shares are fully placed, the gross and net proceeds from the Placing will be approximately HK$5.8 million and approximately HK$5.7 million, respectively. The Company intends to use such net proceeds for the general working capital of the Group and for future investments pursuant to the investment objectives of the Company.

The Placing is not subject to the Shareholders’ approval as the Placing Shares will be issued pursuant to the General Mandate.

Shareholders and potential investors of the Shares should note that the Placing is subject to the fulfillment of the condition precedent to completion of the Placing and may or may not proceed. Shareholders and potential investors are advised to exercise caution when dealing in the Shares.

THE PLACING

Date

18 February 2021 (after trading hours)

Parties

Issuer: the Company

Placing Agent: Astrum Capital Management Limited

To the best of the Directors’ knowledge, information and belief and having made all reasonable enquiries, save for the fact that Ninotre Investment Limited, a wholly-owned subsidiary of the Company, has maintained a securities account with the Placing Agent since April 2015, each of the Placing Agent and its ultimate beneficial owner(s) is a third party independent of and not connected with the Company and its connected persons.

Placees

It is intended that the Placing Shares will be placed to not less than six Placees who and whose ultimate beneficial owners are third party(ies) independent of the directors, chief executive, substantial shareholders, investment manager, investment adviser or custodian of the Company or any of its subsidiaries or any of their respective associates, and the Placees shall be Professional Investors.

It is expected that none of the Placees nor their associates will become a substantial shareholder of the Company as a result of the Placing.

2

Number of Placing Shares

The Company appointed the Placing Agent to place, on a best efforts basis and subject to the fulfillment of the condition precedent to the Placing, a maximum of 44,690,000 Placing Shares. Assuming the Placing Shares are fully placed, the maximum number of 44,690,000 Placing Shares represents 20.00% of the issued share capital of the Company of 223,471,680 Shares as at the date of this announcement, and approximately 16.67% of the issued share capital of the Company as enlarged by the issue of the maximum number of 44,690,000 Placing Shares. The aggregate nominal value of the maximum number of Placing Shares is HK$44,690.

Placing Price

The Placing Price of HK$0.130 per Placing Share was agreed after arm’s length negotiations between the Company and the Placing Agent, with reference to the recent trading price of the Shares.

The Placing Price of HK$0.130 per Placing Share represents: (i) a discount of approximately 9.7% over the closing price of HK$0.144 per Share as quoted on the Stock Exchange on the date of the Placing Agreement; and (ii) a discount of approximately 9.0% to the average closing price of HK$0.1428 per Share as quoted on the Stock Exchange for the last five trading days of the Shares immediately prior to the date of the Placing Agreement.

Placing Commission

Subject to completion of the Placing, the Placing Agent will receive a placing commission of 1.5% on the gross proceeds of the Placing Shares which are successfully placed by the Placing Agent. The placing commission was determined after arm’s length negotiations between the Company and the Placing Agent with reference to the prevailing market rate.

Condition of the Placing

Completion of the Placing is conditional upon the Stock Exchange granting or agreeing to grant listing of and permission to deal in the Placing Shares.

If the above condition is not satisfied on or before 10 March 2021 (or such later date as may be agreed between the Placing Agent and the Company) (the “ Long Stop Date ”), the Placing will lapse and all rights, obligations and liabilities of the Placing Agent and the Company in relation to the Placing shall cease and determine and neither party shall have any claim against the other in respect of the Placing save for any antecedent breach and/or any rights or obligations which may accrue under the Placing Agreement prior to such termination. The condition to the Placing could not be waived by any party to the Placing Agreement.

3

Completion of the Placing

Completion of the Placing shall take place within five business days after the fulfillment of the condition set out in the Placing Agreement (or such other date as the Company and the Placing Agent may agree).

Rescission of the Placing Agreement

If any of the following events occur at any time prior to 10:00 a.m. on the date of completion of the Placing (the “ Completion Date ”), the Placing Agent may (after such consultation with the Company and/or its advisers as the circumstances shall admit or be necessary), by giving a written notice to the Company, at any time prior to the Completion Date provided that such notice is received prior to 6:00 p.m. on the day immediately preceding the Completion Date, rescind the Placing Agreement without liability to the other party, and the Placing Agreement shall thereupon cease to have effect and none of the parties shall have any rights or claims by reason thereof save for any rights or obligations which may accrue under the Placing Agreement prior to such termination:

• (i) in the reasonable opinion of the Placing Agent there shall have been since the date of the Placing Agreement such a change in national or international financial, political or economic conditions or taxation or exchange controls as would be likely to prejudice materially the consummation of the Placing; or

• (ii) the introduction of any new law or regulation or any change in existing law or regulation (or the judicial interpretation thereof) or other occurrence of any matter whatsoever which may adversely affect the business or the financial or trading position or prospects of the Group as a whole; or

• (iii) any material breach of any of the representations and warranties set out in the Placing Agreement comes to the knowledge of the Placing Agent or any event occurs or any matter arises on or after the date of the Placing Agreement and prior to the Completion Date which if it had occurred or arisen before the date of the Placing Agreement would have rendered any of the representations and warranties contained in the Placing Agreement untrue or incorrect in any material respect or there has been a material breach by the Company of any other provision of the Placing Agreement; or

• (iv) any moratorium, suspension or restriction on trading in shares or securities generally on the Stock Exchange due to exceptional financial circumstances; or

• (v) there is any adverse change in the financial position of the Company which in the reasonable opinion of the Placing Agent is material in the context of the Placing.

4

Ranking of Placing Shares

The Placing Shares, when issued and fully paid, will rank pari passu among themselves and with Shares in issue at the time of issue and allotment of the Placing Shares.

Application for listing

Application will be made to the Stock Exchange for approval for the listing of and permission to deal in the Placing Shares.

GENERAL MANDATE

The Placing is not subject to the Shareholders’ approval as the Placing Shares will be issued under the General Mandate, which was granted to the Directors pursuant to an ordinary resolution passed by the Shareholders at the annual general meeting of the Company held on 29 June 2020. Pursuant to the General Mandate, the Company was authorized to issue and allot up to 44,694,336 Shares, representing 20% of the number of Shares in issue on the date of passing such resolution. The General Mandate has not been previously utilized prior to the issue of the Placing Shares.

REASONS FOR THE PLACING AND USE OF PROCEEDS

The Group is principally engaged in listed investments in Hong Kong and in unlisted companies.

The Board considers that the Placing represents a good opportunity for the Company to raise additional funds and to widen the Company’s shareholder base. The terms of the Placing Agreement (including the Placing Price and the placing commission) were determined after arm’s length negotiations between the Company and the Placing Agent. The Directors (including the independent non-executive Directors) consider that the terms of the Placing Agreement (including the Placing Price and the placing commission) are on normal commercial terms, fair and reasonable and in the interests of the Company and the Shareholders as a whole.

Assuming the Placing Shares are fully placed, the gross and net proceeds from the Placing will be approximately HK$5.8 million and approximately HK$5.7 million, respectively. The Company intends to use such net proceeds for the general working capital of the Group and for future investments pursuant to the investment objectives of the Company. Assuming the Placing Shares are fully placed, the net placing price will be approximately HK$0.128 per Placing Share.

5

EQUITY FUND RAISING ACTIVITY DURING THE PAST TWELVE MONTHS

Save as discussed below, the Company has not conducted any equity fund raising activities in the twelve months immediately prior to the date of this announcement.

Date of	Fund raising	Net proceeds	Proposed use	Actual use
announcement	activity	raised	of proceeds	of proceeds
19 May 2020	Placing of new	Approximately	For the general	Used as intended
	shares at placing	HK$5.2 million	working capital
	price of HK$0.150		of the Group and
	each under		for future
	general mandate		investments
			pursuant to
			the investment
			objectives of
			the Company

EFFECTS ON SHAREHOLDING STRUCTURE OF THE COMPANY

The table below illustrates the shareholding structure of the Company (i) as at the date of this announcement; and (ii) immediately after completion of the Placing (assuming the Placing Shares were placed in full and assuming there is no other change in the issued share capital of the Company between the date of this announcement and the date of completion of the Placing):

Shareholders Placees Public Shareholders Total	As at the date of this announcement No. of Shares % – – 223,471,680 100.00 223,471,680 100.00	Immediately upon completion of the Placing No. of Shares % 44,690,000 16.67 223,471,680 83.33 268,161,680 100.00	Immediately upon completion of the Placing No. of Shares % 44,690,000 16.67 223,471,680 83.33 268,161,680 100.00
			100.00

Shareholders and potential investors of the Shares should note that the Placing is subject to the fulfillment of the condition precedent to completion of the Placing and may or may not proceed. Shareholders and potential investors are advised to exercise caution when dealing in the Shares.

6

DEFINITIONS

The following terms have the following meanings in this announcement unless the context otherwise requires:

“associate(s)”	having the meaning ascribed thereto under the Listing Rules
“Board”	the board of Directors
“Company”	Unity Investments Holdings Limited, a company
	incorporated in the Cayman Islands with limited liability, the
	shares of which are listed on the Main Board of the Stock
	Exchange with stock code 913
“connected person(s)”	having the meaning ascribed thereto under the Listing Rules
“Directors”	directors of the Company
“General Mandate”	the general mandate which was granted to the Directors
	pursuant to an ordinary resolution passed at the Company’s
	annual general meeting on 29 June 2020 to issue and allot
	up to 44,694,336 Shares, representing 20% of the number of
	Shares in issue on the date of passing such resolution
“Group”	the Company and its subsidiaries from time to time
“HK$”	Hong Kong dollars, the lawful currency of Hong Kong
“Hong Kong”	the Hong Kong Special Administrative Region of the PRC
“Listing Rules”	the Rules Governing the Listing of Securities on the Stock
	Exchange
“Placee(s)”	any Professional Investor(s) procured by the Placing Agent
	or any of their sub-placing agent(s) to subscribe for any of
	the Placing Shares under the Placing
“Placing”	the best-effort placing of up to 44,690,000 Placing Shares on
	the terms and subject to the condition set out in the Placing
	Agreement

7

“Placing Agent”

“Placing Agent” Astrum Capital Management Limited, a licensed corporation under the SFO to conduct type 1 (dealing in securities), type 2 (dealing in futures contracts), type 6 (advising on corporate finance) and type 9 (asset management) regulated activities “Placing Agreement” the agreement entered into between the Placing Agent and the Company dated 18 February 2021 in relation to the Placing “Placing Price” HK$0.130 per Placing Share “Placing Shares” a maximum of 44,690,000 Shares to be placed under the Placing “PRC” the People’s Republic of China “Professional Investor” has the same meaning as ascribed thereto in Part 1 of Schedule 1 to the SFO and any rules made thereunder “SFO” the Securities and Futures Ordinance, Chapter 571 of the Laws of Hong Kong “Share(s)” ordinary share(s) of HK$0.001 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 “substantial shareholder(s)” having the meaning ascribed thereto under the Listing Rules “%” per cent

By order of the Board Unity Investments Holdings Limited 合一投資控股有限公司 SHUM Kit Lan Anita Executive Director

Hong Kong, 18 February 2021

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

Executive Director: Independent non-executive Directors: Ms. SHUM Kit Lan Anita Mr. HUNG Cho Sing Ms. CHUNG Fai Chun Non-executive Director: Mr. YU Tat Chi Michael Ms. HU Xiaoting

8