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

Jan 31, 2005

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your securities in Unity Investments Holdings Limited , you should at once hand this circular to the purchaser or to the transferee or to the bank, stockbroker or other agent through whom the sale was effected for transmission to the purchaser or to the 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)

PROPOSED INCREASE IN AUTHORISED SHARE CAPITAL, CAPITAL REORGANISATION

AND

REFRESHMENT OF SHARE OPTION MANDATE LIMIT

A notice convening an extraordinary general meeting of Unity Investments Holdings Limited to be held at 30th Floor, China United Centre, 28 Marble Road, North Point, Hong Kong on Monday, 28 February 2005 at 9:00 a.m. is set out on pages 10 to 12 of this circular. Whether or not you are able to attend the meeting in person, please complete the enclosed form of proxy in accordance with the instructions printed thereon and return it to the branch share registrar of the Company in Hong Kong, Tengis Limited of Ground Floor, Bank of East Asia Harbour View Centre, 56 Gloucester Road, Wanchai, Hong Kong, as soon as practicable and in any event not later than 48 hours before the time appointed for holding the meeting or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the meeting or any adjourned meeting should you so wish.

31 January 2005

CONTENTS

		Page
**Expected **	Timetable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	ii
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		1
Letter from the Board
I.	Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
II.	Proposed Increase in Authorised Share Capital . . . . . . . . . . . . . . . . . . . . .	4
III.	Proposed Capital Reorganisation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
IV.	Proposed Refreshment of Share Option Mandate Limit . . . . . . . . . . . . . . .	6
V.	Listing and Dealings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
VI.	Trading Arrangements and Free Exchange of New Share Certificates . . . .	7
VII.	Extraordinary General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
VIII.	Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
IX.	Responsibility Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
**Notice of **	the Extraordinary General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10-12

−i −

EXPECTED TIMETABLE

Set out below is an indicative timetable for implementation of the Capital Reorganisation and associated trading arrangements. The timetable may change due to, among other things, any additional time required for compliance with the regulatory requirements in the Cayman Islands. Shareholders will be informed of any significant changes to the expected timetable by press announcement.

2005

Latest time for lodging forms of proxy for the EGM . . . . . . . . . . . . . 9:00 a.m. on Saturday, 26 February EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9:00 a.m. on Monday, 28 February Announcement of results of EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Tuesday, 1 March Date of re-opening of register of members . . . . . . . . . . . . . . . . . . . . . . . . Tuesday, 1 March Court hearing of petition to confirm the Capital Reduction (Note 1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Thursday, 2 June Registration of Court order confirming the Capital Reduction and the minute containing the particulars required under the Companies Law with the Registrar of Companies in the Cayman Islands (Note 2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Monday, 6 June Expected date on which the Capital Reorganisation becomes effective . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Monday, 6 June First day of free exchange of existing green certificates for the Shares for new purple certificates for the New Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9:30 a.m. on Tuesday, 7 June Dealings of the New Shares in board lots of 2,000 begin . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9:30 a.m. on Tuesday, 7 June Last day of free exchange of existing green share certificates for the Shares for new purple share certificates for the New Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Wednesday, 6 July

−ii −

EXPECTED TIMETABLE

• Note 1: All references in this circular to dates and time are references to Hong Kong dates and times other than references to the expected date of the Court hearing of the petition confirming the Capital Reduction and the registration of the Court Order and the minute containing the particulars required under the Companies Law with the Registrar of Companies in the Cayman Islands, which refer to relevant times and dates in the Cayman Islands, Cayman Islands time is thirteen hours behind Hong Kong time.

• Note 2: The Capital Reduction will become effective when it is confirmed by the Court and an office copy of the Court order and the minute containing the particulars required under the Companies Law are filed and registered with the Registrar of Companies in the Cayman Islands. Registration is currently expected to take place between 9:00 a.m. and 5:00 p.m. on or about 6 June 2005 (Cayman Islands time) (equivalent to between 10:00 p.m. on 6 June 2005 and 6:00 a.m. on 7 June 2005 (Hong Kong time)).

• The expected effective dates for the Capital Reorganisation are subject to the relevant conditions precedent (including Shareholders’ approval) being fulfilled.

−iii −

DEFINITIONS

In this circular, the following expressions have the following meanings unless the context requires otherwise:

“Board”	the board of Directors
“Capital Reduction”	the proposed reduction of the issued share	capital of the
	Company by cancelling issued and paid-up		share capital
	to the extent of HK$0.09 on each of the Shares in issue
	thereby reducing the nominal value of all issued Shares
	from HK$0.10 each to HK$0.01 each
“Capital Reorganisation”	the capital reorganisation of the Company	involving the
	Capital Reduction and the Capital Subdivision
“Capital Subdivision”	the proposed subdivision of each of the authorised but
	unissued Shares of HK$0.10 each into 10 New Shares
“CCASS”	the Central Clearing and Settlement System established
	and operated by HKSCC
“Companies Law”	the Companies Law, Cap. 22 (Law 3	of 1961, as
	consolidated and revised) of the Cayman Islands
“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
“Court”	the Grand Court of the Cayman Islands
“Director(s)”	the director(s) of the Company
“EGM”	the extraordinary general meeting of the Company to be
	convened to consider and, if thought fit, approve, among
	others, the Capital Reorganisation and the refreshment of
	the Scheme Mandate Limit
“Group”	the Company and its subsidiaries
“HKSCC”	Hong Kong Securities Clearing Company Limited
“Hong Kong”	the Hong Kong Special Administrative Region of the
	People’s Republic of China
“Latest Practicable Date”	27 January 2005, being the latest practicable date prior to
	the printing of this circular for ascertaining certain
	information referred to in this circular

−1 −

DEFINITIONS

“Listing Rules”	the Rules Governing the Listing of Securities on the
	Stock Exchange
“New Share(s)”	ordinary share(s) of HK$0.01 each in the capital of the
	Company upon the Capital Reorganisation becoming
	effective
“Proposals”	the proposals regarding the increase in authorised share
	capital of the Company, the Capital Reorganisation and
	the refreshment of the Scheme Mandate Limited
“Rights Issue”	the issue of 96,000,001 rights Shares to the qualifying
	Shareholders on the basis of one rights Share for every
	three existing Shares held on 24 November 2004 as
	announced by the Company on 2 November 2004
“Scheme Mandate Limit”	the maximum number of Shares/New Shares, i.e. 10% of
	the issued share capital of the Company as at the date of
	the adoption of the Share Option Scheme, which may be
	issued upon the exercise of all options to be granted
	under the Share Option Scheme and any other share
	option scheme(s) (if any) of the Company
“Share(s)”	ordinary share(s) of HK$0.10 each in the share capital of
	the Company before the Capital Reduction
“Share Option Scheme”	the share option scheme of the Company adopted on 2
	May 2003
“Shareholder(s)”	holder(s) of the Shares and/or the New Shares, as the case
	may be
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“Subscription Agreement”	the subscription agreement dated 10 January 2005
	entered into between the Company, Mr. Chau Tuk Shun
	and Chung Nam Securities Limited whereby Mr. Chau
	Tuk Shun agreed to subscribe for and the Company
	agreed to issue and allot 15,998,000 Shares at HK$0.14
	per Share as announced by the Company on 10 January
	2005
“HK$”	Hong Kong Dollars, the lawful currency of Hong Kong

−2 −

LETTER FROM THE BOARD

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UNITY INVESTMENTS HOLDINGS LIMITED

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 913)

Executive Directors: Au Shuk Yee, Sue Kitchell, Osman Bin Pang Shuen Wai, Nichols

Independent Non-executive Directors: Lam Ping Cheung Wong Ying Seung, Asiong Chung Kong Fei, Stephen Tsang Wing Ki

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

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

31 January 2005

To the Shareholders

Dear Sir or Madam,

PROPOSED INCREASE IN AUTHORISED SHARE CAPITAL, PROPOSED CAPITAL REORGANISATION

AND

REFRESHMENT OF SHARE OPTION MANDATE LIMIT

I. INTRODUCTION

On 11 January 2005, the Board announced that it intended to put forward the Proposals regarding the increase in authorised share capital of the Company, the Capital Reorganisation and the refreshment of the Scheme Mandate Limit for approval at the EGM. The purpose of this circular is to provide the Shareholders with further information in relation to the Proposals. A notice of the EGM is set out on pages 10 to 12 of this circular.

−3 −

LETTER FROM THE BOARD

II. PROPOSED INCREASE IN AUTHORISED SHARE CAPITAL

1. Increase in authorised share capital

As at the Latest Practicable Date, the authorised share capital of the Company was HK$40,000,000, divided into 400,000,000 Shares, of which 384,000,005 Shares have been issued.

In order to facilitate the Company to allot and issue Shares pursuant to the Subscription Agreement and to provide the Company with greater flexibility to raise fund by allotting and issuing Shares in the future, the Directors will put forward the proposal, after the Capital Reduction has taken place, to increase the authorised share capital of the Company from such amount as shall have resulted from the Capital Reduction to HK$500,000,000. As at the Latest Practical Date, the Company did not have any specific fund raising plan.

2. Condition

The proposal to increase the authorised share capital of the Company is subject to the approval by the Shareholders by way of an ordinary resolution at the EGM.

III. PROPOSED CAPITAL REORGANISATION

1. Capital Reorganisation

The Board proposed to effect the Capital Reorganisation which will involve the following:

• (a) to reduce the issued share capital of the Company by cancelling the issued and paid-up capital to the extent of HK$0.09 on each issued Share thereby reducing the nominal value of each issued Share from HK$0.10 to HK$0.01; and

• (b) to subdivide every unissued Share into 10 unissued New Shares.

The credit arising from the Capital Reduction is expected to be about HK$34,560,000 calculated based on the Company’s issued share capital as at the Latest Practicable Date. It will be utilised for such purposes as permitted by the laws of the Cayman Islands, including setting off the accumulated losses of the Company or part thereof as at the effective date of the Capital Reorganisation. As at 31 December 2003, the audited accumulated losses of the Company amounted to about HK$17,868,804 and as at 30 June 2004, the unaudited accumulated losses of the Company amounted to about HK$28,575,037.

−4 −

LETTER FROM THE BOARD

As at the Latest Practicable Date, the issued share capital of the Company was HK$38,400,000.50 divided into 384,000,005 Shares. After the Capital Reorganisation has become effective, the Company’s issued share capital will be HK$3,840,000.05 divided into 384,000,005 New Shares.

As at the Latest Practicable Date, the Company did not have any outstanding options, warrants or other convertible securities.

2. Conditions of the Capital Reorganisation

The Capital Reorganisation is subject to the following conditions being fulfilled:

• (a) the passing of the necessary resolutions by the Shareholders to approve the Capital Reorganisation at the EGM in accordance with the Companies Law;

• (b) compliance with any conditions which the Court may impose;

• (c) the confirmation of the Capital Reduction by the Court and the registration by the Registrar of Companies in the Cayman Islands of a copy of the Court order and the minute containing the particulars required under the Companies Law; and

• (d) the Listing Committee of the Stock Exchange granting the listing of, and permission to deal in, the New Shares.

If any of the above conditions cannot be satisfied, the Capital Reorganisation will not become effective. Further announcement will be made by the Company to inform the Shareholders of the effective date of the Capital Reorganisation.

3. Financial effects of, and reasons for, the Capital Reorganisation

Save for the expenses to be incurred in relation to the Capital Reorganisation, the Capital Reorganisation will not, by itself, have any effect on the underlying assets, business operations, management or financial positions of the Company and of the Group, nor the proportionate interests of the Shareholders in the Company.

For most of the trading days during the past 3 months prior to the Latest Practicable Date, the Shares have been traded below their existing par value of HK$0.10. Under Cayman Islands law, it is not possible for the Company to issue new Shares at a discount to the par value without the sanction of the Court. Thus, the situation creates impediments for the Company in pricing new issue of shares or other securities in the equity market to raise funding for the Group as and when suitable opportunities arise. It is expected that the Capital Reduction will afford greater flexibility to the Company in that regard by lowering the par value of the Shares to below the current trading prices. As such, the Directors consider that the Capital Reorganisation is in the interest of the Company and the Shareholders as a whole.

−5 −

LETTER FROM THE BOARD

IV. PROPOSED REFRESHMENT OF SHARE OPTION MANDATE LIMIT

1. Scheme Mandate Limit

The Board also proposes to seek the approval of the Shareholders to refresh the Scheme Mandate Limit, following completion of the Rights Issue on 28 December 2004.

Under the existing Scheme Mandate Limit, the Directors were only authorised to grant options to subscribe for up to 20,000,000 Shares, representing 10% of the issued share capital of the Company as at the date of the adoption of the Share Option Scheme. Up to the Latest Practicable Date, the Company has not granted any options pursuant to the Share Option Scheme.

As a result of the Rights Issue, the issued share capital of the Company was enlarged by approximately 33.33%. If the Scheme Mandate Limit is not refreshed, the Company would only be allowed to grant options to subscribe for up to 20,000,000 Shares, representing approximately 5.21% of the enlarged issued share capital of the Company. In order to provide the Company with greater flexibility in granting options to eligible persons under the Share Option Scheme, the Board decides to seek the approval of the Shareholders at the EGM to refresh the Scheme Mandate Limit. For such purpose, options previously granted under the Share Option Scheme and any other share option schemes of the Company (including those outstanding, cancelled, lapsed in accordance with such scheme(s) or exercised options) will not be counted for the purpose of calculating the limit as refreshed.

As at the Latest Practicable Date, there were 384,000,005 Shares in issue. Assuming that no further Shares will be issued or repurchased prior to the date of approving the refreshed limit by the Shareholders, the maximum number of New Shares to be issued pursuant to the options that can be granted by the Company under the refreshed limit would be 38,400,000, representing 10% of the Shares in issue as at the date of the EGM.

Pursuant to the Listing Rules, the New Shares which may be issued upon exercise of all outstanding options granted and yet to be exercised under the Share Option Scheme and any other share option scheme(s) of the Company at any time must not exceed 30% of the New Shares as the case may be in issue from time to time. As at the Latest Practicable Date, there were no outstanding options granted under the Share Option Scheme.

2. Conditions of the refreshment of the Scheme Mandate Limit

The refreshment of the Scheme Mandate Limit is conditional upon:

• (a) the Shareholders’ approval at the EGM to refresh the Scheme Mandate Limit in accordance with the Listing Rules; and

• (b) the Stock Exchange granting approval for the listing of and permission to deal in the New Shares to be issued pursuant to the exercise of any options granted under the refreshed Scheme Mandate Limit.

−6 −

LETTER FROM THE BOARD

V. LISTING AND DEALINGS

Application will be made by the Company to the Listing Committee of the Stock Exchange for the granting of the listing of, and permission to deal in, (i) the New Shares and (ii) the New Shares which may be issued upon the exercise of any options granted under the refreshed Scheme Mandate Limit.

Subject to the granting of the listing of, and permission to deal in, the New Shares on the Stock Exchange, the New Shares will be accepted as eligible securities by HKSCC for deposit, clearance and settlement in CCASS with effect from the commencement date of dealings in the New Shares or such other date as determined by HKSCC. Settlement of transactions between participants of the Stock Exchange on any trading day is required to take place in CCASS on the second trading day thereafter. All activities under CCASS are subject to the General Rules of CCASS and CCASS Operational Procedures in effect from time to time.

Dealings in the New Shares may be settled through CCASS. You should seek the advice of your licensed securities dealer or other professional adviser for details of those settlement arrangements and how such arrangements will affect your rights and interests.

VI. TRADING ARRANGEMENTS AND FREE EXCHANGE OF NEW SHARE CERTIFICATES

Shareholders should note that the expected timetable shown on page ii of this circular with regard to the exchange trading arrangements is prepared on the assumption that the Capital Reorganisation will become effective on or about 6 June 2005. The Company will make an announcement in the event that there is a change in the expected timetable with regard to the exchange trading arrangements.

The New Shares will be traded in board lots of 2,000. The Capital Reorganisation is currently expected to be effective on or about 6 June 2005. Dealings in the New Shares are expected to commence on 7 June 2005.

All existing green share certificates for the Shares will, after the Capital Reorganisation has become effective, continue to be good evidence of legal title to the New Shares on the basis of one Share for one New Share and be valid for trading and settlement.

Subject to the Capital Reorganisation becoming effective on or about 6 June 2005, Shareholders may, during 7 June 2005 to 6 July 2005 (both dates inclusive), submit share certificates for the Shares to the Company’s branch share registrar in Hong Kong, Tengis Limited, at Ground Floor, Bank of East Asia Harbour View Centre, 56 Gloucester Road, Wanchai, Hong Kong, for exchange, at the expense of the Company, for new share certificates for the New Shares. Thereafter, certificates for the Shares will be accepted for exchange only on payment of a fee of HK$2.50 (or such higher amount as may from time to time be allowed by the Stock Exchange) for each share certificate for the Shares cancelled or each new share certificate issued for the New Shares, whichever number of certificates cancelled/issued is higher. Nevertheless, certificates for the Shares will continue to be good evidence of legal title and may be exchanged for certificates for the New Shares at any time.

−7 −

LETTER FROM THE BOARD

It is expected that new certificates for the New Shares will be available for collection within a period of 10 business days after the submission of certificates for the Shares to the Company’s branch share registrar in Hong Kong for exchange. Unless otherwise instructed, new share certificates will be issued in board lots of 2000 New Shares each. New share certificates for the New Shares will be purple in colour to distinguish them from the existing share certificates for the Shares which are green in colour.

VII. EXTRAORDINARY GENERAL MEETING

A notice of the EGM to be held at 30th Floor, China United Centre, 28 Marble Road, North Point, Hong Kong at 9:00 a.m. on Monday, 28 February 2005 is set out on pages 10 to 12 of this circular at which necessary ordinary and special resolutions will be proposed at the meeting to approve the Proposals.

A form of proxy for use at the EGM is also enclosed with this circular. Whether or not you are able to attend the meeting, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and return the same to the branch share registrar of the Company in Hong Kong, Tengis Limited, at Ground Floor, Bank of East Asia Harbour View Centre, 56 Gloucester Road, Wanchai, Hong Kong, as soon as possible, and in any event not less than 48 hours before the time appointed for holding of the EGM or any adjournment thereof. Completion and return of the form of proxy shall not preclude the Shareholders from attending and voting in person at the EGM or any adjournment thereof if they so wish.

Pursuant to Article 100 of the articles of association of the Company, at any general meeting, a resolution put to the vote of the meeting shall be decided on a show of hands unless (before or on the declaration of the result of the show of hands or on the withdrawal of any other demand for a poll) a poll is duly demanded. A may be demanded by:

• (i) the chairman of the meeting; or

• (ii) at least five members present in person or by proxy and entitled to vote; or

• (iii) any member or members present in person or by proxy and representing in the aggregate not less than one-tenth of the total voting rights of all members having the right to attend and vote at the meeting; or

• (iv) any member or members present in person or by proxy and holding Shares conferring a right to vote at the meeting on which there have been paid up sums in the aggregate equal to not less than one-tenth of the total sum paid up on all Shares conferring that right.

−8 −

LETTER FROM THE BOARD

VIII. RECOMMENDATION

The Board is of the opinion that the increase in authorised share capital of the Company, the implementation of the Capital Organisation and the refreshment of the Scheme Mandate Limit are each in the best interests of the Company and the Shareholders as a whole. Accordingly, the Board recommends the Shareholders to vote in favour of the relevant resolutions to be proposed at the EGM.

IX. RESPONSIBILITY STATEMENT

This circular includes particulars given in compliance with the Listing Rules for the purpose of giving information with respect to the Company. The information contained herein relating to the Company has been supplied by the Directors, who collectively and individually accept full responsibility for the accuracy of the information contained in this circular and confirm, having made all reasonable enquiries, that to the best of their knowledge and belief, there are no other facts not contained in this circular the omission of which would make any statement herein misleading insofar as it relates to the Company.

Yours faithfully, For and on behalf of

UNITY INVESTMENTS HOLDINGS LIMITED

Pang Shuen Wai, Nichols

Executive Director

−9 −

NOTICE OF EXTRAORDINARY GENERAL MEETING

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UNITY INVESTMENTS HOLDINGS LIMITED

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 913)

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (“ Meeting ”) of Unity Investments Holdings Limited (the “ Company ”) will be held at 30th Floor, China United Centre, 28 Marble Road, North Point, Hong Kong on Monday, 28 February 2005 at 9:00 a.m. for the purpose of considering and, if thought fit, passing (with or without modifications) the following resolutions:

SPECIAL RESOLUTION

1. “ THAT , conditional upon (i) confirmation of the Capital Reduction (as defined below) by the Grand Court (the “ Court ”) of the Cayman Islands, registration by the Registrar of Companies of the Cayman Islands of the order of the Court confirming the Capital Reduction and the minute approved by the Court in respect of the Capital Reduction and compliance with any conditions as may be imposed by the Court in relation to the Capital Reduction, and (ii) the Listing Committee of The Stock Exchange of Hong Kong Limited approving the listing of, and granting the permission to deal in, shares of HK$0.01 each in the issued share capital of the Company upon the date (the “ Effective Date ”) on which the Capital Reduction (as defined below) becomes effective:

2. (a) the issued share capital of the Company be reduced by cancelling paid-up capital to the extent of HK$0.09 on each of the shares of HK$0.10 each in the capital of the Company in issue on the Effective Date (the “ Capital Reduction ”) so that each issued share in the capital of the Company shall be treated as one fully-paid up share of HK$0.01 each in the capital of the Company (the “ New Share ”) and any liability of the holders of the New Shares to make any further contribution to the capital of the Company on each such New Share shall be treated as satisfied;

3. (b) subject to and forthwith upon the Capital Reduction being effective, the authorised but unissued share capital of the Company shall be sub-divided by sub-dividing each of the authorised but unissued shares of HK$0.10 each in the capital of the Company into ten (10) new shares of HK$0.01 each in the capital of the Company (the “ Subdivision ”);

−10 −

NOTICE OF EXTRAORDINARY GENERAL MEETING

• (c) subject to and forthwith upon the Capital Reduction being effective, the credit amount arising from the Capital Reduction be applied to a distributable reserve of the Company where it may be utilised by the directors of the Company in accordance with the articles of association of the Company and all applicable laws, including to eliminate the accumulated losses of the Company as at the Effective Date (the “ Application of Credit ”); and

• (d) the directors of the Company be and are hereby authorised generally to do all such acts, deeds and things as they shall, in their absolute discretion, deem appropriate to effect and implement the Capital Reduction, the Subdivision and the Application of Credit.”

ORDINARY RESOLUTIONS

1. “ THAT conditional upon special resolution numbered 1 set out in the notice (the “ Notice ”) convening this Meeting becoming unconditional and effective, the authorised share capital of the Company be increased from such amount as shall have resulted from the Capital Reduction (as described in special resolution numbered 1 as set out in the Notice) to HK$500,000,000 by the creation of such number of New Shares as shall be necessary to increase the authorised share capital of the Company to HK$500,000,000.”

2. “ THAT subject to and conditional upon The Stock Exchange of Hong Kong Limited granting approval of the listing of, and permission to deal in, the Shares or New Shares as the case may be in the share capital of the Company to be issued pursuant to the exercise of options which may be granted under the Refreshed Scheme Mandate Limit (as defined below), the refreshment of the limit in respect of the granting of share options under the share option scheme of the Company adopted on 2 May 2003 up to a new 10 per cent limit (the “ Refreshed Scheme Mandate Limit ”) be approved provided that:

3. (a) the total number of shares in the Company as the case may be which may be issued upon exercise of options to be granted under such scheme after the date of the passing of this Resolution, together with all options to be granted under any other share option scheme(s) of the Company on or after the date of passing this Resolution, must not exceed 10 per cent of the number of shares in the Company in issue as at the date of passing this Resolution; and

−11 −

NOTICE OF EXTRAORDINARY GENERAL MEETING

• (b) options granted prior to the date of passing this Resolution under the such scheme or any other share option scheme(s) of the Company (including without limitation those outstanding, cancelled, lapsed or exercised in accordance with such scheme or such other scheme(s) of the Company) shall not be counted for the purpose of calculating the Refreshed Scheme Mandate Limit and any director of the Company be and is hereby authorised to do such act and execute such document to effect the Refreshed Scheme Mandate Limit.”

By Order of the Board of UNITY INVESTMENTS HOLDINGS LIMITED

Pang Shuen Wai, Nichols Executive Director

Hong Kong, 31 January, 2005

Principal place of business

in Hong Kong:

30th Floor, China United Center 28 Marble Road North Point Hong Kong

Notes:

• (1) Any member entitled to attend and vote at the Extraordinary General Meeting is entitled to appoint another person as his proxy to attend and vote instead of him. A member who is the holder of two or more shares of the Company may appoint one or more proxies to attend and vote instead of him/her. A proxy need not be a member of the Company.

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

• (3) The form of proxy must be signed by you or your attorney duly authorised in writing or, in the case of a corporation, must be under its seal or the hand of an officer, attorney or other person duly authorised.

• (4) The form of proxy and the power of attorney or other authority, if any, under which it is signed or a notarially certified copy thereof must be lodged at the Company’s branch share registrar in Hong Kong, Tengis Limited, Ground Floor, Bank of East Asia Habour View Centre, 56 Gloucester Road, Wanchai, Hong Kong, not later than 48 hours before the time appointed for holding the Extraordinary General Meeting or any adjourned meeting (as the case may be) and in default the proxy shall not be treated as valid. Completion and return of the form of proxy shall not preclude members from attending and voting in person at the Extraordinary General Meeting or at any adjourned meeting (as the case may be) should they so wish.

• (5) Where there are joint registered holders of any share, any one of such persons may vote at any meeting, either in personal 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 be present at the meeting personally or by proxy, the vote of that one of the said persons so present whose name stands first on the register of members in respect of such share shall be accepted to the exclusion of the votes of the other joint holders.

• (6) As at the date hereof, the executive directors of the Company are Ms Au Shuk Yee, Sue, Mr. Pang Shuen Wai, Nichols and Mr. Kitchell, Osman Bin and the independent non-executive directors of the Company are Mr. Lam Ping Cheung, Mr. Wong Ying Seung, Asiong, Mr. Chung Kong Fei, Stephen and Mr. Tsang Wing Ki.

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