Smart-Core Holdings Limited — Proxy Solicitation & Information Statement 2005

Jan 31, 2005

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UNITY INVESTMENTS HOLDINGS LIMITED

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 913)

Extraordinary General Meeting

Form of Proxy

Form of proxy for the Extraordinary General Meeting (the “Meeting”) of Unity Investments Holdings Limited (the “Company”) to be held at 30th Floor, China United Centre, 28 Marble Road, North Point, Hong Kong on 28 February 2005 at 9:00 a.m.:

I/We, (Note 1)

of

being the registered holder(s)

of (Note 2) shares of HK$0.10 each in the capital of the Company, HEREBY APPOINT (Note 3) the

Chairman of the Meeting or

as my/our proxy to act for me/us and on my/our behalf at the Meeting to be held at 30th Floor, China United Centre, 28 Marble Road, North Point, Hong Kong on 28 February 2005 at 9:00 a.m. for the purpose of considering and, if thought fit, passing the resolutions (with or without amendments) as set out in the Notice convening the Meeting (“Notice”) and at such Meeting (and at any adjournment thereof) to vote for me/us and in my/our name(s) in respect of the resolutions as hereunder indicated, and if no indication is given, as my/our proxy thinks fit.

		RESOLUTIONS	FOR(Note 4)		AGAINST(Note 4)
1	(a)	to reduce the capital and par value of each issued Share from
		HK$0.10 each to HK$0.01 each
	(b)	to subdivide every unissued Share into 10 New Shares
	(c)	to credit amount arising from the Capital Reduction be applied
		to a distributable reserve of the Company
	(d)	to authorise the directors of the Company to do all such acts,
		deeds and things as they deem appropriate to effect and
		implement Resolution 1(a), (b) and (c)
2	to	increasetheauthorisedsharecapitaloftheCompanyto
	HK$500,000,000
3	to approve the refreshment of the 10% general limited on grant of
	options under all share option schemes of the Company

Dated this day of 2005 Signature (Note 5)

Notes:

1. Full name(s) and address(es) to be inserted in BLOCK CAPITALS .

2. Please insert the number of shares registered in your name(s) to which this form of proxy relates. If no number is inserted, this form of proxy will be deemed to relate to all the shares in the capital of the Company registered in your name(s).

3. If any proxy other than the Chairman is preferred, strike out the words “the Chairman of the Meeting or” herein inserted and insert the name and address of the proxy desired in the space provided. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON WHO SIGNS IT . A member entitled to attend and vote at the Meeting is entitled to appoint more than one proxy to attend and, on a poll, vote in his stead. A proxy need not be a member of the Company, but must attend the Meeting to represent you.

4. IMPORTANT: IF YOU WISH TO VOTE FOR ANY RESOLUTIONS, PLEASE TICK THE APPROPRIATE BOXES MARKED “FOR”. IF YOU WISH TO VOTE AGAINST ANY RESOLUTIONS, PLEASE TICK THE APPROPRIATE BOXES MARKED “AGAINST” . Failure to tick the boxes will entitle your proxy to cast your votes at his discretion or abstain from the relevant resolutions. Your proxy will also be entitled to vote at his discretion or abstain from any other resolution properly put to the Meeting other than that referred to in the Notice convening the Meeting.

5. This form of proxy must be signed by you or your attorney duly authorised in writing or, if you are a corporation, must either be executed under its common seal or under the hand of an officer or attorney duly authorised.

6. To be valid, this 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 (if any) must be deposited at the Company’s branch share registrar in Hong Kong, Tengis Limited, Ground Floor, Bank of East Asia Harbour View Centre, 56 Gloucester Road, Wanchai, Hong Kong, not later than 48 hours before the time fixed for the Meeting or adjournment thereof.

7. Where there are joint holders of a share of the Company, any one of such joint holders may vote at the Meeting either personally or by proxy in respect of such share as if he/she was solely entitled thereto, but if more than one of such joint holders are present at the Meeting personally or by proxy, that one of such joint holders so present whose name stands first on the register of members of the Company shall alone be entitled to vote in respect of such share.

8. Completion and return of this form of proxy will not preclude you from attending the Meeting and voting in person if you so wish. In the event that you attend the Meeting after having lodged this form of proxy, it will be deemed to have been revoked.