Smart-Core Holdings Limited — Share Issue/Capital Change 2014

May 15, 2014

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, 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 announcement.

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DESPATCH OF CIRCULAR IN RELATION TO PROPOSED SUBDIVISION OF SHARES AND CHANGE IN BOARD LOT SIZE AND REVISED EXPECTED TIMETABLE

Reference is made to announcements of Unity Investments Holdings Limited (the “Company”) dated 24 February 2014 (the “Announcement”) and 14 March 2014 in respect of the proposed Share Subdivision. Unless otherwise stated, capitalised terms used in this announcement have same meanings as defined in the Announcement.

CHANGE IN BOARD LOT SIZE

The Shares are currently traded on the Stock Exchange in board lot of 5,000 Shares. The Board proposes that immediately upon the Share Subdivision becoming effective, the board lot size will be changed from 5,000 Shares to 25,000 Subdivided Shares. Upon the Share Subdivision and the change in board lot size becoming effective, the Subdivided Shares will rank pari passu with each other in all respects. The Share Subdivision and the change in board lot size are not expected to result in any odd lots other than those already exist.

REASONS FOR THE SHARE SUBDIVISION AND CHANGE IN BOARD LOT SIZE

The volume weighted average price of the Company for the three months period ended 30 April 2014 is approximately HK$3.2689, which is relatively higher than the volume weighted average price of a majority of other investment companies listed on the Stock Exchange under Chapter 21 of the Listing Rules (“Chapter 21 companies”) in the same three months period. The proposed Share Subdivision will bring the Share price more in line with the current price level of shares traded in a majority of other Chapter 21 companies.

Upon the proposed Share Subdivision becoming effective, the par value of each Share will decrease and the total number of Shares in issue will increase. As the Share Subdivision will result in a downward adjustment to the trading price of the Shares, the Board proposes to also change the board lot size to increase the value of each board lot of the shares of the Company to the same level as it was before the Share Subdivision, which will reduce certain costs incurred by the Shareholders and potential investors of the Company including (i) stock withdrawal fee; (ii) corporate actions service fee; and (iii) registration and transfer fee for registering eligible securities in the name of HKSCC Nominees Limited.

Save for the expenses to be incurred by the Company in relation to the Share Subdivision, the implementation of the Share Subdivision will not, by itself, alter the underlying assets, business operations, management or the financial position of the Company or the proportionate interest of the Shareholders. The change in board lot size will not affect any of the relative rights of the Shareholders. The Board considers that the Share Subdivision and the change in board lot size is in the interests of the Company and the Shareholders as a whole.

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EXCHANGE OF SHARE CERTIFICATES

Subject to the Share Subdivision becoming effective, the Shareholders can submit their existing share certificates for the Shares to the Company’s share registrar, Tricor Tengis Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong, in exchange for the new share certificates for the Subdivided Shares free of charge between 9:00 a.m. and 4:30 p.m. on any Business Day from Wednesday, 4 June 2014 to Friday, 11 July 2014 (both days inclusive). After the expiry of such period, existing share 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 specified by the Stock Exchange) for each existing share certificate cancelled or each new share certificate issued (whichever number of share certificates involved is higher). It is expected that the new share certificates for the Subdivided Shares will be available for collection within a period of ten (10) Business Days after submission of the existing share certificates for the Shares to Tricor Tengis Limited for exchange. The new share certificates will be issued in beige colour in order to distinguish them from the existing share certificates which are in orange colour.

The existing share certificates for the Shares will only be valid for delivery, trading and settlement purposes for the period up to 4:00 p.m. on Wednesday, 9 July 2014 and thereafter will not be accepted for delivery, trading and settlement purposes. However, the existing share certificates for the Shares will continue to be good evidence of legal title and may be exchanged for share certificates for Subdivided Shares on the basis of one (1) Share for five (5) Subdivided Shares.

DESPATCH OF CIRCULAR

It is expected that the circular for the proposed Share Subdivision and change in board lot size (the “Circular”) will be despatched to the Shareholders on 16 May 2014.

REVISED EXPECTED TIMETABLE

The revised expected timetable for the Share Subdivision and change in board lot size is set out below:

2014 Despatch of the Circular (including the notice of EGM) and form of proxy for the EGM ........................................................................ Friday, 16 May Latest time for lodging the form of proxy for the EGM (not less than 48 hours before the EGM) .................................................. 4:00 p.m. on Sunday, 1 June Date and time of the EGM ......................................................................... 4:00 p.m. on Tuesday, 3 June

Publication of announcement of the poll results of the EGM ......................................... Tuesday, 3 June

The following events are conditional on the fulfillment of the conditions for the implementation of the Share Subdivision as set out in the Announcement.

Effective date of the Share Subdivision ..................................................................... Wednesday, 4 June First day of free exchange of existing share certificates

for new share certificates for the Subdivided Shares ............................................ Wednesday, 4 June

Dealing in Subdivided Shares commences ........................................... 9:00 a.m. on Wednesday, 4 June

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2014

Original counter for trading in Shares

in board lots of 5,000 Shares temporarily closes .............................. 9:00 a.m. on Wednesday, 4 June

Temporary counter for trading in Subdivided Shares in board lots of 25,000 Subdivided Shares (in form of

existing share certificates in orange colour) opens ........................... 9:00 a.m. on Wednesday, 4 June Original counter for trading in Subdivided Shares in new board lots of 25,000 Subdivided Shares (in form of

new share certificates in beige colour) reopens .............................. 9:00 a.m. on Wednesday, 18 June

Parallel trading in Shares and Subdivided Shares (in form of both existing share certificates in orange colour

and new share certificates in beige colour) commences ................. 9:00 a.m. on Wednesday, 18 June

Temporary counter for trading in Subdivided Shares in board lots of 25,000 Subdivided Shares (in form of

existing share certificates in orange colour) closes .......................... 4:00 p.m. on Wednesday, 9 July

Parallel trading in Shares and Subdivided Shares (in form of both existing share certificates in orange colour

and new share certificates in beige colour) ends ................................ 4:00 p.m. on Wednesday, 9 July

Last day for free exchange of existing share certificates for

new share certificates for the Subdivided Shares .................................... 4:30 p.m. on Friday, 11 July

All times and dates specified in this announcement refer to Hong Kong local times and dates. Dates or deadlines specified in the revised expected timetable above are indicative only and may be extended or varied by the Company. The Company will notify the Shareholders of any significant changes to the expected timetable by way of announcement(s) as and when appropriate.

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, 15 May 2014

As at the date of this announcement, the Board comprises:

Executive Directors: Mr. KITCHELL Osman Bin (Chairman and Chief Executive Officer) Ms. DAVIS Angela Hendricks Ms. CHOI Ka Wing Mr. SHIMAZAKI Koji

Independent non-executive Directors: Mr. CHUNG Kong Fei, Stephen Mr. TSANG Wing Ki Mr. NGAI Wai Kin

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