Smart-Core Holdings Limited — Proxy Solicitation & Information Statement 2009

Sep 23, 2009

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this notice, make no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this notice.

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NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an extraordinary general meeting of Unity Investments Holdings Limited (合一投資控股有限公司) (the “ Company ”) will be held at 30th Floor, China United Centre, 28 Marble Road, North Point, Hong Kong on Tuesday, 13 October 2009 at 4:00 p.m. for the purpose of considering and, if thought fit, passing the following ordinary resolutions:

ORDINARY RESOLUTIONS

1. “ THAT:

• (a) the execution of the conditional placing agreement (the “ Fully Underwritten Placing Agreement ”) dated 7 September 2009 between the Company and Get Nice Securities Limited (the “ Placing Agent ”) pursuant to which, inter alia, the Placing Agent agreed to on a fully underwritten basis procure placees to subscribe in cash for 100,000,000 new shares in the Company (“ Fully Underwritten Placing Shares ”) at a placing price of HK$0.38 each (a copy of the Fully Underwritten Placing Agreement having been produced to this meeting marked “ A ” and initialled by the chairman of the meeting for identification) be and is hereby confirmed, approved and ratified; and

• (b) the directors of the Company be and are hereby authorised to allot and issue of the Fully Underwritten Placing Shares under the terms of the Fully Underwritten Placing Agreement; and

• (c) the directors of the Company be and are hereby authorised to take such actions and execute such documents to effect completion of the Fully Underwritten Placing Agreement including the allotment and issue of Fully Underwritten Placing Shares and to sign or execute such other documents or agreements or deeds on behalf of the Company and to do such other things and to take all such actions as they consider necessary or desirable for the purposes of giving effect to the Fully Underwritten Placing Agreement.”

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2. “ THAT:

• (a) the execution of the conditional placing agreement (the “ Best Effort Placing Agreement ”) dated 7 September 2009 between the Company and Get Nice Securities Limited (the “ Placing Agent ”) pursuant to which, inter alia, the Placing Agent agreed to on a best effort basis procure placees to subscribe in cash for up to 200,000,000 new shares in the Company (“ Best Effort Placing Shares ”) at a placing price of HK$0.38 each to be placed or whole or in tranches of whole multiples of not less than 1,000,000 shares, save for last tranche (a copy of the Best Effort Placing Agreement having been produced to this meeting marked “ B ” and initialled by the chairman of the meeting for identification) be and is hereby confirmed, approved and ratified; and

• (b) the directors of the Company be and are hereby authorised to allot and issue of the Best Effort Placing Shares under the terms of the Best Effort Placing Agreement; and

• (c) the directors of the Company be and are hereby authorised to take such actions and execute such documents to effect completion of the Best Effort Placing Agreement including the allotment and issue of Best Effort Placing Shares and to sign or execute such other documents or agreements or deeds on behalf of the Company and to do such other things and to take all such actions as they consider necessary or desirable for the purposes of giving effect to the Best Effort Placing Agreement.”

By order of the Board

Unity Investments Holdings Limited 合一投資控股有限公司 KITCHELL Osman Bin Executive Director

Hong Kong, 24 September 2009

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Notes:

• (1) Any member of the Company entitled to attend and vote at the meeting of the Company shall be entitled to appoint another person (who must be an individual) as his proxy to attend and vote instead of him and a proxy so appointed shall have the same right as the member to speak at the meeting. On a poll votes may be given either personally or by proxy. A proxy need not be a member of the Company.

• (2) The instrument appointing a proxy shall be in writing under the hand of the appointor or of his attorney duly authorised in writing, or if the appointor is a corporation, either under its seal or under the hand of an officer, attorney or other person duly authorised to sign the same.

• (3) The instrument appointing a proxy and the power of attorney or other authority (if any) under which it is signed, or a notarially certified copy of such power or authority, shall be delivered to the Company’s branch share registrar and transfer office in Hong Kong, Tricor Tengis Limited at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the time appointed for holding the meeting or any adjourned meeting at which the person named in such instrument proposes to vote. Delivery of any instrument appointing a proxy shall not preclude a member from attending and voting in person at the meeting or poll concerned and, in such event, the instrument appointing a proxy shall be deemed to be revoked.

• (4) Where there are joint resgistered holders of any share, any one of such persons may vote at the meeting, either personally or by proxy, in respect of such share as if he were solely entitled thereto but if more than one of such joint holders be present at any meeting personally or by proxy, that one of the said persons so present being the most or, as the case may be, the more senior shall alone be entitled to vote in respect of the relevant joint holding and, for this purpose, seniority shall be determined by reference to the order in which the names of the joint holders stand on the register in respect of the relevant joint holding.

As at the date of this notice, the executive Directors are Mr. KITCHELL Osman Bin (Chairman and Chief Executive Officer), Ms. DAVIS Angela Hendricks and Ms. CHOI Ka Wing; and the independent non-executive Directors are Mr. CHUNG Kong Fei, Stephen, Mr. TSANG Wing Ki, Ms. SWARTZ Kristi Lynn and Mr. NGAI Wai Kin.

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