Smart-Core Holdings Limited — Proxy Solicitation & Information Statement 2004

Apr 15, 2004

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt about this circular, you should consult your stockbroker, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or otherwise transferred all your shares in UNITY INVESTMENTS HOLDINGS LIMITED, you should at once hand this circular to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

The Stock Exchange of Hong Kong Limited and Hong Kong Securities Clearing Company Limited take no responsibility for the contents of this circular, 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 circular.

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UNITY INVESTMENTS HOLDINGS LIMITED

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 913)

Directors: Au Shuk Yee, Sue Pang Shuen Wai, Nichols Qi Qing Lam Ping Cheung Wong Ying Seung, Asiong Chung Kong Fei, Stephen*

Registered office: Century Yard Cricket Square Hutchins Drive P.O. Box 2681GT George Town Grand Cayman British West Indies

* Independent non-executive Directors

Principal office of business in Hong Kong: 30th Floor, China United Center 28 Marble Road North Point Hong Kong

2nd April 2004

PROPOSAL INVOLVING GENERAL MANDATES TO REPURCHASES SHARES AND TO ISSUE NEW SHARES OF THE COMPANY AND AMENDMENTS TO THE ARTICLES OF ASSOCIATION

GENERAL MANDATE TO ISSUE SHARES

As the general mandate granted to the directors of the Company (the “Directors”) at the extraordinary general meeting of the Company held on 6th February, 2004 to issue new Shares has been used up by the issue of new Shares to placees pursuant to the placement of new Shares by the Company as described in the Company’s announcement dated 5th March,

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2004, the Directors proposed to seek your approval of the General Mandate which unconditionally authorizes the Directors to allot, issue and otherwise deal with new Shares with an aggregate nominal amount not exceeding 20% of the aggregate nominal amount of the issued share capital of the Company in issue at the date of the Annual General Meeting and adding to such general mandate so granted to the Directors any Shares repurchased by the Company after the granting of the general mandate to repurchases Shares mentioned above.

GENERAL MANDATE TO REPURCHASE SHARES

Another ordinary resolution will be proposed at the Annual General Meeting unconditional general mandate which authorizes the Directors of the Company to repurchase shares. This is explanatory statement as required under Share Repurchases Rules to provide you with requisite information reasonably necessary for your consideration of the Repurchases Proposal.

ANNUAL GENERAL MEETING

There is attached to this document a notice convening the Annual General Meeting to be held at 30th Floor, China United Centre, 28 Marble Road, North Point, Hong Kong on 30th April, 2004 at 9:00 a.m. is set out on pages 44 to 50 of the annual report 2003 of the Company dispatched with this circular.

A form of proxy for use by the shareholders at the Annual General Meeting is enclosed. Whether or not you intend to attend the Annual General Meeting, you are requested to complete and return the form of proxy in accordance with the instructions printed thereon and return to the Registrars at 28th Floor, BEA Harbour View Centre, 56 Gloucester Road, Wanchai, Hong Kong as soon as possible and, in any event, not later than 48 hours before the time appointed for the holding of the meeting or any adjourned meeting thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the Annual General Meeting should you so wish.

AMENDMENTS TO THE ARTICLES OF ASSOCIATION

The Stock Exchange has revised the Listing Rules based on the results of the Consultation Conclusions on Proposed Amendments to the Listing Rules Relating to Corporate Governance Issue issued in January 2003. In anticipation of the coming into effect of the revised Listing Rules on 31 March 2004, the Board considers that changes to the Articles of Association should be made in line with the changes required under the revised Listing Rules.

A special resolution which requires not less than 75 per cent. of the votes cast by the Shareholders attending and entitled to vote at the Annual General Meeting will be put forth as special business to be considered and approved by the Shareholders at the Annual General Meeting. Details relating to the proposed amendments are set out in notice of the Annual General Meeting.

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RECOMMENDATION

The Directors consider that the grant of the general mandates to the Directors as aforesaid is in the best interest of the Company and its shareholders as a whole. The Directors recommend shareholders to vote in favour of such resolution at the Annual General Meeting.

By order of the Board Unity Investments Holdings Limited PANG Shuen Wai Nichols Executive Director

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GENERAL INFORMATION

APPENDIX

The following information is provided to enable the Shareholders to make an informed decision on whether to vote for or against the resolution to approve the grant of the Repurchase Mandate to the Directors to exercise the power of the Company to purchase its own securities:

1. SHARE CAPITAL

On the basis of 240,000,004 Shares in issue as at 26th March 2004 (the “Latest Practicable Date”), being the latest practicable date of ascertaining certain information in this circular prior to its publication, and on the basis that (i) Ordinary Resolution numbered 3 set out in the Annual General Meeting Notice approving the Repurchase Mandate is passed at the Annual General Meeting and (ii) no further Shares are issued or repurchased between the Latest Practicable Date and the date of the Annual General Meeting, the Company would be allowed under the Repurchase Mandate to repurchase a maximum of 24,000,000 Shares, being 10% of the issued share capital of the Company as at the date of the Annual General Meeting.

2. REASONS FOR REPURCHASE

The Directors believe that the Repurchase Mandate affords the Company the flexibility and ability in pursuing the best interests of the Company and its Shareholders. Such repurchases may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net asset and/or earnings per Share and will only be made when the Directors believe that such repurchases will benefit the Company and its Shareholders.

3. FUNDING OF REPURCHASES

Repurchase would be funded entirely from the Company’s available cash flow or working capital facilities which will be funds legally available for the purpose and in accordance with the Memorandum of Association, the Articles of Association and the laws of the Cayman Islands.

The Directors propose that such repurchase of Shares would be appropriately funded by the Company’s internal resources and/or available banking facilities. As compared with the position disclosed in the audited accounts contained in the annual report for the year ended 31st December, 2003, the Directors consider that there will not be any material adverse impact on the working capital requirements or gearing position of the Company in the event that the Repurchase Mandate were exercised in full at any time during the proposed repurchase period. The Directors do not propose to exercise the Repurchase Mandate to such extent as would, in the circumstances, have a material adverse effect on the working capital requirements the Company or the gearing levels which in the opinion of the Directors are from time to time appropriate for the Company.

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GENERAL INFORMATION

APPENDIX

4. UNDERTAKING

The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they will exercise the Repurchase Mandate in accordance with the Listing Rules and the Companies Law.

None of the Directors nor, to the best of their knowledge having made all reasonable enquiries, their associates (as defined in the Listing Rules), have any present intention to sell any Shares to the Company or its subsidiaries under the Repurchase Mandate if such is approved by the Shareholders. As at the Latest Practicable Date, no connected person (as defined in the Listing Rules) had notified the Company that it has a present intention to sell any of the Shares to the Company, or has undertaken not to do so, in the event that the Repurchase Mandate is approved by the Shareholders.

5. SHARE PRICES

The highest and lowest prices at which the Shares have been traded on the Stock Exchange in each of the twelve (12) calendar months preceding the Latest Practicable Date were as follows:

		Traded Price
	Highest		Lowest
	HK$		HK$
2003
April	–		–
May	–		–
June	–		–
July	0.18		0.18
August	0.18		0.18
September	0.10		0.20
October	–		–
November	0.18		0.05
December	0.25		0.115
2004
January	0.32		0.229
February	0.36		0.32
March (up to the Latest Practicable Date)	0.30		0.25

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GENERAL INFORMATION

APPENDIX

6. TAKEOVERS CODE

If, on the exercise of the power to repurchase Shares pursuant to the Repurchase Mandate, a shareholder’s proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purposes of Rule 32 of the Takeovers Code. As a result, a Shareholder or a group of Shareholders acting in concert (within the meaning under the Takeovers Code), depending on the level of increase in the Shareholder’s interest, could obtain or consolidate control of the Company and become(s) obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code.

As at the Latest Practicable Date, disclosed under Part XV of the new Securities and Futures Ordinance (Chapter 571), Collier Assets Limited, which is a substantial Shareholder, was beneficially interested in 55,718,000 Shares, representing approximately 23.22% of the issued share capital of the Company. In the event that the Directors exercise in full the power to repurchase Shares in accordance with the terms of the Ordinary Resolution numbered 3 to be proposed at the Annual General Meeting, then (if the present shareholdings otherwise remain the same) the shareholding of Collier Assets Limited in the Company would be increased to approximately 33.33% of the issued share capital of the Company. Such increase may give rise to an obligation to make a mandatory offer under Rules 26 and 32 of the Takeovers Code. At present, the Directors do not intend to exercise the Repurchase Mandate to such extent as will give rise to such obligation.

7. SHARE REPURCHASES MADE BY THE COMPANY

The Company had not repurchased any Shares (whether on the Stock Exchange or otherwise) in the six (6) months preceding the Latest Practicable Date.

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NOTICE OF THE ANNUAL GENERAL MEETING

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UNITY INVESTMENTS HOLDINGS LIMITED

(Incorporated in the Cayman Islands with limited liability)

NOTICE IS HEREBY GIVEN that the Annual General Meeting of Unity Investments Holdings Limited (the “Company”) will be held at 30th Floor, China United Center, 28 Marble Road, North Point, Hong Kong at 9:00 a.m. on 30th April 2004 to transact the following purposes:

1. To receive and consider the Audited Accounts of the Company and the Reports of the Directors and Auditors for the year ended 31st December 2003.

2. To re-elect directors and to authorize the directors to fix their remuneration.

3. To consider and, if though fit, pass with or without amendments, the following resolutions as Ordinary Resolutions and Special Resolutions of the Company.

ORDINARY RESOLUTIONS

• A. “ THAT the appointment of PricewaterhouseCoopers as auditors of the Company for the financial year ended 31st December 2004 and their remuneration as fixed by the Board and are hereby ratified, confirmed and approved.”

• B. “ THAT

• (a) subject to paragraph (c) below, pursuant to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, the exercise by the Directors of the Company during the Relevant Period of all the powers of the Company to allot, issue and deal with unissued shares in the capital of the Company and to make or grant offers, agreements and options which might require the exercise of such powers be and the same is hereby generally and unconditionally approved;

• (b) the approval in paragraph (a) above shall authorise the Directors of the Company during the Relevant Period to make or grant offers, agreements and options which might require the exercise of such powers after the end of the Relevant Period;

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NOTICE OF THE ANNUAL GENERAL MEETING

• (c) the aggregate nominal amount of share capital allotted, issued or dealt with or agreed conditionally or unconditionally to be allotted, issued or dealt with (whether pursuant to an option or otherwise) by the Directors pursuant to the approvals in paragraphs (A) and (B), otherwise than pursuant to (i) a Rights Issue (as hereinafter defined) or (ii) the exercise of any options granted under the share option scheme adopted by the Company or (iii) an issue of shares upon the exercise of subscription rights attached to the warrants issued by the Company or (iv) an issue of shares in lieu of the whole or part of a dividend on shares or any scrip dividend scheme or similar arrangement in accordance with the articles of association of the Company), shall not exceed:

• (aa) 20% of the aggregate nominal amount of the share capital of the Company in issue as at the date of passing this resolution, and the said approval shall be limited accordingly; and

• (bb) (if the Directors of the Company are so authorized by a separate ordinary resolution of the shareholders of the Company) the nominal amount of any share capital of the Company repurchased by the Company subsequent to the passing of this Resolution (up to a maximum equivalent to 10% of the aggregate nominal amount of the share capital of the Company in issue on the date of the passing of this Resolution),

and the authority pursuant to paragraph (a) of this Resolution shall be limited accordingly; and

• (d) for the purposes of this Resolution:

“Relevant Period” means the period from the date of the passing of this Resolution until whichever is the earliest of:

• (i) the conclusion of the next annual general meeting of the Company;

• (ii) the expiration of the period within which the next annual general meeting of the Company is required by the Articles of Association of the Company, or any other applicable laws to be held; or

• (iii) the revocation or variation of the authority given under this Resolution by an ordinary resolution of the shareholders of the Company in general meeting; and

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NOTICE OF THE ANNUAL GENERAL MEETING

“Rights Issue” means an offer of shares in the Company, or offer or issue of warrants, options or other securities giving rights to subscribe for shares open for a period fixed by the Directors of the Company to holders of shares in the Company on the register on a fixed record date in proportion to their then holdings of shares (subject in all cases to such exclusion or other arrangements as the Directors of the Company may deem necessary or expedient in relation to fractional entitlements, or having regard to any restrictions or obligations under the laws of, or the requirements of, or the expense or delay which may be involved in determining the existence or extent of any restrictions or obligations under the laws of, or the requirements of, any jurisdiction outside Hong Kong or any recognised regulatory body or any stock exchange outside Hong Kong).”

• C. “ THAT

• (a) subject to paragraph (b) below, the exercise by the Directors of the Company during the Relevant Period of all powers of the Company to purchase its shares on The Stock Exchange of Hong Kong Limited or any other stock exchange on which the shares of the Company may be listed and recognized by the Securities and Futures Commission and The Stock Exchange of Hong Kong Limited for such purpose, and otherwise in accordance with the rules and regulations of the Securities and Futures Commission, The Stock Exchange of Hong Kong Limited, and all other applicable laws in this regard, be and the same is hereby generally and unconditionally approved;

• (b) the aggregate nominal amount of shares of the Company which may be purchases by the Company pursuant to the approval in paragraph (a) during the Relevant Period shall not exceed 10 per cent. of the aggregate nominal amount of the issued share capital of the Company as at the date of the passing of this Resolution and the authority pursuant to paragraph (a) of this Resolution shall be limited accordingly; and

• (c) for the purposes of this Resolution, “Relevant Period” means the period from the date of the passing of this Resolution until whichever is the earliest of:

  • (i) the conclusion of the next annual general meeting of the Company;

  • (ii) the expiration of period within which the next annual general meeting of the Company is required by the applicable law or the Articles of Association of the Company to be held: and

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NOTICE OF THE ANNUAL GENERAL MEETING

• (iii) the passing of an ordinary resolution by the shareholders of the Company in general meeting revoking or varying the authority given to the Directors of the Company by this Resolution.”

• D. “ THAT the directors of the Company be and they are hereby authorized to exercise the authority referred to in paragraph (a) of Resolution no. B above in respect of the share capital of the Company referred to in sub-paragraph (bb) of paragraph (c) of such Resolution.”

SPECIAL RESOLUTIONS

“ THAT the Articles of Association of Company be and are hereby amended in the following manner:

• (a) By deleting the words “Securities and Futures (Clearing Houses) Ordinance (Chapter 420 of the Laws of Hong Kong)” in Article 2(y) of the Articles of Association of the Company and replacing them with the words “Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)”.

• (b) By re-numbering the existing Article 111 and New Article 111(b) be added to the Articles of Association of the Company as follows:

• By re-numbering existing Article 111 as Article 111(a);

• By inserting the following as new Article 111(b):

  • “(b) Where any member is, under the Listing Rules, required to abstain from voting on any particular resolution or restricted to voting only for or only against any particular resolution, any votes cast by or on behalf of such Member in contravention of such requirement or restriction shall not be counted.”

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NOTICE OF THE ANNUAL GENERAL MEETING

• (c) By deleting the existing Articles 139, 140 and 141 of the Articles of Association of the Company in their entirety and replacing therewith the following new Articles 139, 140 and 141:

• “139. A Director shall not be entitled to vote on (nor shall be counted in the quorum in relation to) any resolution of the Board-approving any contract or arrangement or any other proposal whatsoever in which he or any of his associates has any material interest, and if he shall do so his vote shall not be counted (nor is he to be counted in the quorum for the resolution), but this prohibition shall not apply to any of the following matters namely:

  • (a) the giving of any security or indemnity either:

    • (i) to the Director or his associates in respect of money lent or obligations incurred by him or any of his associates at the request of or for the benefit of the Company or any of its subsidiaries; or

    • (ii) to a third party in respect of a debt or obligation of the Company or any of its subsidiaries for which the Director or his associates has himself/themselves assumed responsibility in whole or in part and whether alone or jointly under a guarantee or indemnity or by the giving of security; or

  • (b) any proposal concerning an offer of shares or debentures or other securities of or by the Company or any other company which the Company may promote or be interested in for subscription or purchase where the Director or his associates is/are or is/are to be interested as a participant in the underwriting or sub-underwriting of the offer; or

  • (c) any proposal concerning any other company in which the Director or his associates is/are interested only, whether directly or indirectly, as an officer or executive or shareholder or in which the Director or his associates is/are beneficially interested in the shares of that company, provided that, he, together with any of his associates (as defined below in Article 142) is not, beneficially interested in five per cent. or more of the issued shares of any class of such company (or of any third company through which his interest or that any of his associates is derived) or of the voting rights; or

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NOTICE OF THE ANNUAL GENERAL MEETING

• (d) any proposal or arrangement concerning the benefit of employees of the Company or any of its subsidiaries including:

  • (i) the adoption, modification or operation of any employees’ share scheme or any share incentive scheme or share option scheme under which he may benefit; and

  • (ii) the adoption, modification or operation of a pension or provident fund or retirement, death or disability benefits scheme which relates both to Directors, his associates and employees of the Company or any of its subsidiaries and does not provide in respect of any Director or his associates as such any privilege or advantage not generally accorded to the class of persons to which such scheme or fund relates; and

• (e) any contract or arrangement in which the Director or his associates is interested in the same manner as other holders of shares or debentures or other securities of the Company by virtue only of his interest in shares or debentures or other securities of the Company.”

• “140. Where proposals are under consideration concerning the appointment (including fixing or varying the terms of or terminating the appointment) of two or more Directors to offices or employments with the Company or any company in which the Company in interested, such proposals shall be divided and considered in relation to each Director separately and in such case each of the Directors concerned or his associates (if not prohibited from voting under Article 139) shall be entitled to vote (and be counted in the quorum) in respect of each resolution except that concerning his own appointment.”

• “141. If any question shall arise at any meeting of the Board as to the materiality of a Director’s or his associate’s interest or the significance of a contract, arrangement or transaction or proposed contract, arrangement or transaction or as to the entitlement of any Director or his associate to vote or form part of a quorum and such question is not resolved by his voluntarily agreeing to abstain from voting or not to be counted in the quorum, such question shall be referred to the Chairman of the meeting (or, where question relates to the interest of the Chairman, to the other Directors at the meeting) and his ruling (or, as appropriate, the ruling of the other Directors) in relation to any other Director (or, as appropriate, the Chairman) shall be final and conclusive except in a case where the nature or extent of the interests of the Director or his associate concerned (or, as appropriate, the Chairman) as known to such Director (or, as appropriate, the Chairman) has not been fairly disclosed to the Board.”

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NOTICE OF THE ANNUAL GENERAL MEETING

• (d) By deleting the existing article 142 of the Articles and Association of the Company in its entirety and replacing therewith the following new Article 142:

“For the purpose of Articles 139,140 and 141, “associates” shall have the meaning ascribed to which term in the Listing Rules.”

• (e) By deleting the existing Article 161 of Articles of Association of the Company in its entirety and replacing therewith the following new Article 161:

• “161. No person other than a Director retiring at the meeting shall, unless recommended by the Directors for election, be eligible for election as a Director at any general meeting unless a Notice signed by a Member (other than the person to be proposed) duly qualified to attend and vote at the meeting for which such notice is given of his attention to propose such person for election and also a Notice signed by the person to be proposed of his willingness to be elected shall have been lodged at the head office or at the Registration Office provided that the minimum length of the period, during which such Notice(s) are given, shall be at least seven (7) days and that the period for lodgment of such Notice(s) shall commence no earlier than the day after the dispatch of the notice of the general meeting appointed for such election and end no later than seven (7) days prior to the date of such general meeting.”

By Order of the Board POON Suk Ching Company Secretary

Hong Kong, 26th March 2004

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NOTICE OF THE ANNUAL GENERAL MEETING

Notes:

• (a) A form of proxy for use at the meeting is enclosed.

• (b) A member of the Company entitled to attend and vote at the meeting convened by the above notice is entitled to appoint another person as his proxy to attend and, on a poll, vote instead of him. A proxy need not be a member of the Company.

• (c) To be valid, a form of proxy, together with any power of attorney or other authority (if any) under which it is signed or a notarially certified copy of such power or authority must be deposited at the share registrars and transfer office of the Company in Hong Kong, Tengis Limited at 28th Floor, BEA Harbour View Centre, 56 Gloucester Road, Wan Chai, Hong Kong, not less than 48 hours before the time fixed for holding the meeting or any adjournment thereof.

• (d) Completion and return of the proxy form shall not preclude a member of the Company from attending and voting in person at the meeting or on the poll concerned and, in such event, the instrument appointing a proxy shall be deemed to be revoked.

• (e) Where there are joint holders of any share, any one of such holders may vote at the meeting either personally or by proxy in respect of such share as if he was solely entitled thereto; but if more than one of such joint holders be present at the meeting personally or by proxy, then the one of such holders whose name stands first on the register of members in respect of such share shall alone be entitled to vote in respect thereof.

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UNITY INVESTMENTS HOLDINGS LIMITED

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 913)

FORM OF PROXY ANNUAL GENERAL MEETING TO BE HELD ON 30TH APRIL 2004

I/We,

of

being a shareholder/shareholders of the abovenamed Company, hereby appoint [(see Note 1)]

of

or, failing him,

of

or, failing him, the Chairman of the Meeting as my/our proxy to vote and act for me/us and on my/our behalf at the Annual General Meeting of the Company to be held on 30th April 2004 and at any adjournment thereof. I/We declare [(see Note 2)] this form of proxy to be used as indicated below .

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For [(Note 2)] Against [(Note 2)]
1. To receive the Reports and Accounts for the year ended 31st December 2003
2. (a) To re-elect Dr. Pang Shuen Wai, Nichols as a Director
(b) To re-elect Mr. Lam Ping Cheung as a Director
(c) To re-elect Mr. Qi Qing as a Director
(d) To re-elect Mr. Wong Ying Seung, Asiong as a Director
(e) To re-elect Mr. Chung Kong Fei, Stephen as a Director
(f) To authorize the Board of Directors to fix Directors’ remuneration
3. (a) To appoint Auditors and authorize the Board of Directors to fix their
remuneration
(b) To approve the Issue Mandate
(c) To approve the Repurchases Mandate
4. To approve the amendments to the Articles of Association
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Signature: Number of ordinary shares to which this proxy relates [(see Note 3)] . Date: 2004

Notes:

1. Full name(s) and address(es) of the proxy/ies (who need not be a member of the Company) to be inserted in BLOCK CAPITALS . If not completed, the Chairman of the Meeting will act as your proxy.

2. Please indicate with a “ ” in the appropriate space opposite each resolution how you wish the proxy to vote, on a poll, on your behalf. If this form of proxy is signed and returned without any indication as to how the proxy shall vote, he will exercise his discretion as to whether or not he abstains from voting and, if appropriate, as to how he votes.

3. Please insert the number of ordinary shares to which this proxy relates in the box provided. If a number is inserted, this form of proxy will be deemed to relate only to those shares. If no number is inserted, this form of proxy will be deemed to relate to all the ordinary shares in the Company which are registered in your name (whether solely or jointly with others).

4. In the case of joint shareholders, this form of proxy must be signed by the shareholder whose name stands first in the Register of Members.

5. In the case of a corporation, this form of proxy should be under its common seal or under the hand of an officer of the corporation duty authorized.

6. To be valid, this form of proxy together with the power of attorney (if any) under which it is signed or a notarially certified copy of such power of authority (if any) must be deposited of Tengis Limited, the Company’s share registrars and transfer office in Hong Kong, at 28/F., BEA Harbour View Centre, 56 Gloucester Road, Wanchai, Hong Kong not less than 48 hours before the time appointed for the holding of the Meeting or any adjournment thereof.

7. Whether or not you intent to be present at the Annual General Meeting, you are requested to complete the form of proxy. The completion of a form of proxy and returning it to the Company will not preclude you from attending and voting in person at the Meeting or poll concerned and, in such event, the appointment of the proxy will be deemed to be revoked.