Smart-Core Holdings Limited — Proxy Solicitation & Information Statement 2021

Jun 4, 2021

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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

If you have sold or transferred all your shares in Unity Investments Holdings Limited, you should at once hand this circular, together with the accompanying form of proxy, to the purchaser or transferee or to the bank, licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong 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.

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 913)

PROPOSED CHANGE OF COMPANY NAME AND NOTICE OF EXTRAORDINARY GENERAL MEETING

Capitalised terms used on this cover shall have the same meanings as those defined in the section headed ‘‘Definitions’’ in this circular. A letter from the Board is set out on pages 2 to 5 of this circular. A notice convening the Extraordinary General Meeting to be held at Portion 2, 12/F., The Center, 99 Queen’s Road Central, Central, Hong Kong on Wednesday, 30 June 2021 at 12:00 noon is set out on pages EGM-1 to EGM-3 of this circular. A form of proxy for use at the Extraordinary General Meeting is enclosed with this circular. If you are not able to or do not intend to attend the Extraordinary General Meeting but wish to exercise your right as a shareholder, you are requested to complete and return the accompanying form of proxy in accordance with the instructions printed thereon and deposit the same as soon as possible and in any event not less than 48 hours before the time appointed for holding the Extraordinary General Meeting or any adjournment thereof to the Company’s Hong Kong share registrar and transfer office, Tricor Tengis Limited, at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong. Completion and return of the form of proxy shall not preclude you from attending and voting at the Extraordinary General Meeting or any adjourned meeting should you so desire. If you attend and vote at the Extraordinary General Meeting, the instrument appointing your proxy will be deemed to have been revoked.

PRECAUTIONARY MEASURES FOR THE EXTRAORDINARY GENERAL MEETING

Please see page ii of this circular for measures being taken to try to prevent and control the spread of the Novel Coronavirus (COVID-19) at the extraordinary general meeting, including:

• compulsory body temperature checks and health declarations

• compulsory wearing of a surgical face mask for each attendee

• no distribution of corporate gift or refreshment Any person who does not comply with the precautionary measures or is subject to any Hong Kong Government prescribed quarantine may be denied entry into the meeting venue. The Company reminds Shareholders that they may appoint the chairman of the meeting as their proxy to vote on the relevant resolution(s) at the meeting as an alternative to attending the meeting in person.

7 June 2021

CONTENTS

	Page
PRECAUTIONARY MEASURES FOR
THE EXTRAORDINARY GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . .	ii
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	2
NOTICE OF EXTRAORDINARY GENERAL MEETING . . . . . . . . . . . . . . . . . . . . .	EGM-1

– i –

PRECAUTIONARY MEASURES FOR THE EXTRAORDINARY GENERAL MEETING

The health of our Shareholders, staff and stakeholders is of paramount importance to us. In view of the ongoing Novel Coronavirus (COVID-19) pandemic, the Company will implement the following precautionary measures at the Extraordinary General Meeting to protect attending Shareholders, staff and stakeholders from the risk of infection:

• (i) Compulsory body temperature checks will be conducted for every Shareholder, proxy or other attendee at each entrance of the meeting venue. Any person with a body temperature of over 37.4 degrees Celsius may be denied entry into the meeting venue or be required to leave the meeting venue.

• (ii) Each attendee must wear a surgical face mask throughout the meeting and inside the meeting venue, and to maintain a safe distance between seats.

• (iii) The seating distance inside the meeting venue will be widened so as to reduce interaction among attendees. As a result, only a limited number of seats will be provided.

• (iv) No refreshment will be served, and there will be no corporate gift.

• (v) Each attendee may be asked whether (a) he/she has travelled outside of Hong Kong within the 14-day period immediately before the Extraordinary General Meeting; and (b) he/she is subject to any Hong Kong Government prescribed quarantine. Anyone who responds positively to any of these questions may be denied entry into the meeting venue or be required to leave the meeting venue.

In addition, the Company reminds all Shareholders that physical attendance in person at the meeting is not necessary for the purpose of exercising voting rights. Shareholders may appoint the chairman of the meeting as their proxy to vote on the relevant resolution at the meeting instead of attending the meeting in person, by completing and return the proxy form attached to this circular.

If any Shareholder chooses not to attend the meeting in person but has any question about any resolution or about the Company, or has any matter for communication with the Board, he/she is welcome to send such question or matter in writing to our head office and principal place of business in Hong Kong.

If any Shareholder has any question relating to the meeting, please contact Tricor Tengis Limited, the Company’s share registrar in Hong Kong as follows:

Tricor Tengis Limited Level 54, Hopewell Centre 183 Queen’s Road East, Hong Kong Tel: 2980 1333

– ii –

DEFINITIONS

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

• ‘‘Board’’

the board of Directors

• ‘‘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 (stock code: 913)

• ‘‘Director(s)’’ the director(s) of the Company

• ‘‘Extraordinary General Meeting’’

• the extraordinary general meeting of the Company to be held at Portion 2, 12/F., The Center, 99 Queen’s Road Central, Central, Hong Kong on Wednesday, 30 June 2021 at 12:00 noon, or any adjournment thereof, and held for the Shareholders to consider and approve the Proposed Change of Name

• ‘‘Group’’ the Company and its subsidiaries

• ‘‘HK$’’ Hong Kong dollars, the lawful currency of Hong Kong

• ‘‘Hong Kong’’ the Hong Kong Special Administrative Region of the People’s Republic of China

• ‘‘Listing Rules’’ the Rules Governing the Listing of Securities on the Stock Exchange, as amended from time to time

• ‘‘Proposed Change of Name’’

the proposed change of English name of the Company from ‘‘Unity Investments Holdings Limited’’ to ‘‘Harbour Digital Asset Capital Limited’’ and the dual foreign name in Chinese of the Company from ‘‘合一投資控股有限公 司’’ to ‘‘港灣數字產業資本有限公司’’

• ‘‘Share(s)’’ ordinary share(s) of HK$0.001 each of the Company

• ‘‘Shareholder(s)’’ the holder(s) of the Share(s)

• ‘‘Stock Exchange’’ The Stock Exchange of Hong Kong Limited

– 1 –

LETTER FROM THE BOARD

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 913)

Executive Director: Ms. SHUM Kit Lan Anita

Non-Executive Director: Ms. HU Xiaoting

Independent Non-executive Directors: Mr. HUNG Cho Sing Ms. CHUNG Fai Chun Mr. YU Tat Chi Michael

Registered office: Cricket Square Hutchins Drive P.O. Box 2681 Grand Cayman KY1-1111 Cayman Islands

Head office and principal place of business in Hong Kong: Room 1006, 10[th] Floor, 299QRC, 287-299 Queen’s Road Central, Sheung Wan, Hong Kong

7 June 2021

To the Shareholders

Dear Sir or Madam,

PROPOSED CHANGE OF NAME AND NOTICE OF EXTRAORDINARY GENERAL MEETING

INTRODUCTION

Reference is made to the Company’s announcement dated 24 May 2021 in relation to, among others, the Proposed Change of Name. The purpose of this circular is to provide you with information on the Proposed Change of Name and the notice of Extraordinary General Meeting.

PROPOSED CHANGE OF NAME

The Board proposes (i) to change the English name of the Company from ‘‘Unity Investments Holdings Limited’’ to ‘‘Harbour Digital Asset Capital Limited’’; and (ii) to change the dual foreign name in Chinese of the Company from ‘‘合一投資控股有限公司’’ to ‘‘港灣數字 產業資本有限公司’’, subject to the conditions of the Proposed Change of Name set out below being fulfilled.

– 2 –

LETTER FROM THE BOARD

REASONS FOR THE PROPOSED CHANGE OF NAME

The Board considers the Proposed Change of Company Name will better reflect the future business plans and strategy of the Group. The Board also believes that new English and Chinese names of the Company will provide the Company with a fresh corporate image, which will benefit the Group in its future business development, and is in the best interests of the Company and the Shareholders as a whole.

CONDITIONS OF THE PROPOSED CHANGE OF NAME

The Proposed Change of Name is subject to:

• (i) the passing of a special resolution by the Shareholders at the Extraordinary General Meeting approving the Proposed Change of Name; and

• (ii) the Registrar of Companies in the Cayman Islands approving the Proposed Change of Name by issuing a certificate of incorporation on change of name.

Subject to the satisfaction of the above conditions, the Proposed Change of Name will become effective from the date of the issue of the Certificate of Incorporation on Change of Name by the Registrar of Companies in the Cayman Islands.

The Company will then carry out the necessary filing procedures with the Companies Registry in Hong Kong.

EFFECTS OF THE PROPOSED CHANGE OF NAME

The Proposed Change of Name will not affect any rights of the holders of securities of the Company or the Company’s daily business operation and its financial position. All existing certificates of securities in issue bearing the present name of the Company shall, upon the Proposed Change of Name becoming effective, continue to be evidence of title to such securities and the existing share certificates will continue to be valid for trading, settlement, registration and delivery purposes. There will not be any arrangement for exchange of the existing certificates of securities. Subject to the confirmation of the Stock Exchange, the English and Chinese stock short names of the Company for trading in the Shares on the Stock Exchange will also be changed after the Proposed Change of Name becomes effective. Once the Proposed Change of Name becomes effective, new share certificates will be issued in the new name of the Company.

Further announcement(s) will be made by the Company in relation to the effective date of the Proposed Change of Name and details about the change of logo of the Company, the English and Chinese stock short names of the Company and the website address of the Company as and when appropriate.

– 3 –

LETTER FROM THE BOARD

NOTICE OF EXTRAORDINARY GENERAL MEETING

Set out on pages EGM-1 to EGM-3 of this circular is the notice of the Extraordinary General Meeting containing, inter alia, the special resolution in relation to approving the Proposed Change of Name.

For determining eligibility to attend and vote at the Extraordinary General Meeting, the register of members of the Company will be closed from 25 June 2021 to 30 June 2021, both days inclusive, during which period no transfer of Shares will be registered. In order to be eligible to attend and vote at the Extraordinary General Meeting, all transfer of Shares, accompanied by the relevant share certificates, must be lodged with the Company’s Hong Kong share registrar and transfer office, Tricor Tengis Limited, at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong, for registration no later than 4:30 p.m. on 24 June 2021.

FORM OF PROXY

A form of proxy is enclosed for use at the Extraordinary General Meeting. Such form of proxy is also published on the websites of the Stock Exchange at www.hkexnews.hk and the Company at http://www.unity913.com. Whether or not you are able to attend the Extraordinary General Meeting, you are required to complete the form of proxy in accordance with the instructions printed thereon and return it to the Company’s Hong Kong share registrar and transfer office, Tricor Tengis Limited, at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong not less than 48 hours before the time appointed for the holding of the Extraordinary General Meeting or any adjournment thereof. Completion and delivery of the form of proxy shall not preclude a Shareholder from attending and voting in person at the Extraordinary General Meeting or any adjournment thereof if they so wish and in such event the form of proxy shall be deemed to be revoked.

VOTING BY POLL

Pursuant to Rule 13.39(4) of the Listing Rules, any resolution put to the vote of the Shareholders at a general meeting must be taken by poll except where the chairman of the Extraordinary General Meeting, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands. Accordingly, the resolution set out in the notice of Extraordinary General Meeting will be taken by way of poll.

On a poll, every Shareholder present in person or by proxy or, in the case of a Shareholder being a corporation, by its duly authorised representative, shall have one vote for every fully paid Share of which he/she/it is the holder. A Shareholder entitled to more than one vote need not use all his/her/its votes or cast all the votes he/she/it uses in the same way.

– 4 –

LETTER FROM THE BOARD

RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief, the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.

RECOMMENDATION

The Directors consider that the Proposed Change of Name is in the best interests of the Company and the Shareholders as a whole and, accordingly, the Directors recommend all Shareholders to vote in favour of the relevant resolution to be proposed at the Extraordinary General Meeting to approve the Proposed Change of Name.

GENERAL

To the best of the Directors’ knowledge, information and belief, having made all reasonable enquiries, no Shareholder is required to abstain from voting on the resolution to be proposed at the Extraordinary General Meeting.

Yours faithfully, For and on behalf of the Board SHUM Kit Lan Anita

Executive Director

– 5 –

NOTICE OF EXTRAORDINARY GENERAL MEETING

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 913)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT the extraordinary general meeting (the ‘‘Extraordinary General Meeting’’) of Unity Investments Holdings Limited (the ‘‘Company’’) will be held at Portion 2, 12/F., The Center, 99 Queen’s Road Central, Central, Hong Kong on Wednesday, 30 June 2021 at 12:00 noon for the purposes of considering and, if thought fit, passing, with or without amendments, the following special resolution of the Company:

SPECIAL RESOLUTION

‘‘THAT subject to and conditional upon the approval of the Registrar of Companies in the Cayman Islands having been obtained by way of issue of a certificate of incorporation on change of name, (i) the English name of the Company be changed from ‘‘Unity Investments Holdings Limited’’ to ‘‘Harbour Digital Asset Capital Limited’’; and (ii) the dual foreign name in Chinese of the Company from ‘‘合一投資控股有限公司’’ to ‘‘港灣數字產業資本有限公司’’, with effect from the date of the certificate of incorporation on change of name issued by the Registrar of Companies of the Cayman Islands, and that any one or more of the directors or the company secretary of the Company be and are hereby authorised to do all such acts, deeds and things and execute all such documents and make all such arrangements as he/she/they consider necessary, desirable or expedient for the purpose of, or in connection with, the implementation of and giving effect to the above proposed change of company name and to attend to any necessary registration and/or filing for and on behalf of the Company.’’

By Order of the Board SHUM Kit Lan Anita Executive Director

Hong Kong, 7 June 2021

– EGM-1 –

NOTICE OF EXTRAORDINARY GENERAL MEETING

Notes:

1. Any shareholder of the Company entitled to attend and vote at the meeting or its adjournment meeting is entitled to appoint one (or, if he/she/it holds two or more Shares, more than one) or more proxies to attend and vote instead of him/her/it. A proxy needs not be a shareholder of the Company but must be present in person at the Extraordinary General Meeting. If more than one proxy is so appointed, the appointment shall specify the number of Shares in respect of which such proxy is so appointed.

2. In order 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 office of the Company’s Hong Kong share registrar and transfer, Tricor Tengis Limited, at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong as soon as possible and in any event not less 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 a shareholder of the Company from attending and voting in person at the meeting or the poll concerned if he/she/it so wishes and, in such event, the instrument appointing a proxy shall be deemed to be revoked.

3. For determining the entitlement of the shareholder of the Company to attend and vote at the Extraordinary General Meeting, the register of members of the Company will be closed from 25 June 2021 to 30 June 2021 (both dates inclusive), during which period no transfer of shares will be effected. To quality for attending and voting at the Extraordinary General Meeting, non-registered shareholders of the Company must lodge all transfer documents, accompanied by the relevant share certificates with the Company’s share registrar in Hong Kong, Tricor Tengis Limited at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong for registration no later than 4:30 p.m. on 24 June 2021.

4. In the case of joint holders of a Share, any one of such joint holders may vote, either in person or by proxy, in respect of such Share as if he/she/it were solely entitled thereto if more than one of such joint holders are present at the Extraordinary General Meeting, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders. For this purpose, seniority shall be determined by the order in which the name stands first in the register of shareholders of the Company in respect of the joint holding.

5. The resolution set out in this notice shall be decided by poll.

6. (a) Subject to paragraph (b) below, if a Typhoon Signal No. 8 or above is hoisted or a Black Rainstorm Warning Signal is expected to be in force at any time between 8:00 a.m. and 11:00 a.m. on the date of the Extraordinary General Meeting, the Extraordinary General Meeting will be postponed and the shareholders of the Company will be informed of the date, time and venue of the postponed Extraordinary General Meeting by an announcement posted on the respective websites of the Company and the Stock Exchange.

7. (b) If a Typhoon Signal No. 8 or above or a Black Rainstorm Warning Signal is cancelled at or before three hours before the time fixed for holding the Extraordinary General Meeting and where conditions permit, the Extraordinary General Meeting will be held as scheduled.

– EGM-2 –

NOTICE OF EXTRAORDINARY GENERAL MEETING

• (c) The Extraordinary General Meeting will be held as scheduled when an Amber or Red Rainstorm Warning Signal is in force.

• (d) After considering their own situations, the shareholders of the Company should decide on their own as to whether they would attend the Extraordinary General Meeting under any bad weather condition and if they do so, they are advised to exercise care and caution.

• The translation into Chinese language of this notice is for reference only. In case of any inconsistency, the English version shall prevail.

As at the date of this notice, the board of directors of the Company comprises:

Executive director:

Ms. SHUM Kit Lan Anita

Non-executive director: Ms. HU Xiaoting

Independent non-executive directors: Mr. HUNG Cho Sing Ms. CHUNG Fai Chun Mr. YU Tat Chi Michael

– EGM-3 –