Smart-Core Holdings Limited — Proxy Solicitation & Information Statement 2015

Apr 21, 2015

(Incorporated in the Cayman Islands with limited liability) (Stock code: 913)

FORM OF PROXY

Form of proxy for use by shareholders at the Annual General Meeting (“Meeting”) of Unity Investments Holdings Limited (“Company”) to be held at 3:00 p.m. on 22 May 2015 at Ramada Hong Kong Hotel, 308 Des Voeux Road West, Hong Kong (and any adjournment thereof).

I/We [(Note][1)] of being the holder(s) of (Note 2) shares of HK$0.02 each of the Company hereby appoint the Chairman of the Meeting or of (Note 3)

being

(Note 3)

to act as my/our proxy at the Meeting and at any adjournment thereof and to vote on my/our behalf in respect of the resolutions set out in the notice of the Meeting (with or without modifications) as hereunder indicated or, if no such indication is given, as my/our proxy may think fit.

	ORDINARY RESOLUTIONS	ORDINARY RESOLUTIONS			FOR (Note 4)	AGAINST (Note 4)	AGAINST (Note 4)
1	To receive and consider the	audited financial statements and the directors’ report and
	auditor’s report for the year	ended 31 December 2014
2(i)	To re-elect the following persons as directors:			(a)		(a)
	(a) Mr. NG Chi Hoi
	(b) Ms. SHUM Kit Lan Anita			(b)		(b)
	(c) Mr. HUNG Cho Sing			(c)		(c)
	(d) Mr. CHAN Yik Pun			(d)		(d)
	(e) Ms. CHUNG Fai Chun			(e)		(e)
2(ii)	To authorize the board of directors to fix the remuneration of Directors
3	To re-appoint auditors and to authorize the board of directors to fix their remuneration
4(A)	To grant a general mandate to the directors to purchase		the Company’s shares
4(B)	To grant a general mandate to the directors to issue additional shares
4(C)	To extend the general mandate to allot shares by adding		the aggregate nominal amount
	of the purchased shares
5	To approve the refreshment	of the share option scheme	mandate limit

Date this day of 2015 Signature:

(Note 5 and 6)

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

3. Please insert the name and address of the proxy desired. IF NO NAME IS INSERTED, THE CHAIRMAN OF THE MEETING WILL ACT AS YOUR PROXY. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON WHO SIGNS IT .

4. IMPORTANT: IF YOU WISH TO VOTE FOR ANY RESOLUTION, PUT A TICK IN THE BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST ANY RESOLUTION, PUT A TICK IN THE BOX MARKED “AGAINST” . Failure to do so will entitle your proxy to cast his vote at his discretion. Your proxy will also be entitled to vote at his discretion on any resolution properly put to the Meeting other than those referred to in the notice convening the Meeting.

5. This form of proxy must be signed by you or your attorney duly authorized in writing, or in the case of a corporation, must be either under its common seal or under the hand of an officer or attorney duly authorized in that behalf.

6. Where there are joint registered holders of any share, any one of such persons may vote at the Meeting, either personally or by proxy, in respect of such shares as if he was solely entitled thereto. However, if more than one of such joint holders be present at the Meeting personally or by proxy, that one of the said persons so present whose name stands first on the register of members in respect of such shares shall alone be entitled to vote in respect thereof.

7. To be valid, this form of proxy, together with the power of attorney or other authority (if any) under which it is signed or a certified copy thereof, must be deposited at the Company’s Hong Kong share registrar, Tricor Tengis Limited, Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong not less than 48 hours before the time appointed for the holding of the Meeting or any adjournment thereof.

8. The proxy need not be a member of the Company but must attend the Meeting in person to represent you.

9. Completion and delivery of the form of proxy will not preclude you from attending and voting at the Meeting 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.