Wisdomcome Group Holdings Ltd. — Capital/Financing Update 2011

Sep 23, 2011

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.

UNLIMITED CREATIVITY HOLDINGS LIMITED 無限創意控股有限公司

(Continued into Bermuda with limited liability)

(Stock Code: 8079)

RESULTS OF THE RIGHTS ISSUE OF 635,634,130 RIGHTS SHARES ON THE BASIS OF TEN (10) RIGHTS SHARES FOR EVERY ONE (1) SHARE HELD ON THE RECORD DATE

RESULTS OF THE RIGHTS ISSUE

The Board announces that as at 4:00 p.m. on Monday, 19 September 2011, being the Latest Time for Acceptance of, and payment for, the Rights Shares and the application and payment for excess Rights Shares: (a) forty-seven valid acceptances in respect of a total of 308,609,548 Rights Shares provisionally allotted under the Rights Issue have been received, representing approximately 48.55% of the total number of the Rights Shares available under the Rights Issue; and (b) twenty-four valid applications for a total of 9,416,626 excess Rights Shares have been received, representing approximately 1.48% of the total number of the Rights Shares available under the Rights Issue. In aggregate, seventy-one valid acceptances and applications in respect of a total of 318,026,174 Rights Shares, representing approximately 50.03% of the total number of Rights Shares available under the Rights Issue, have been received. All applications of excess Rights Shares will be allotted in full.

All conditions set out in the Underwriting Agreement have been fully satisfied and the Rights Issue has become unconditional at 4:00 p.m. on Wednesday, 21 September 2011. Based on the above acceptance results, the Rights Issue was under-subscribed by 317,607,956 Rights Shares, of which 191,475,956 Rights Shares have been subscribed by third parties independent of and not connected with the Company and its connected persons procured by Kingston Securities and the remaining of 126,132,000 Rights Shares have been underwritten by Mr. Shiu pursuant to their obligations under the Underwriting Agreement. None of the subscribers procured by Kingston Securities for the Untaken Shares have become substantial Shareholders as a result of the subscription.

Pursuant to the irrevocable undertaking, Mr. Shiu has taken up its provisional allotment under the Rights Issue in full, representing 4,971,720 Rights Shares. Mr. Shiu has not made any application for excess Rights Shares.

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DESPATCH OF SHARE CERTIFICATES FOR THE RIGHTS SHARES AND REFUND CHEQUES

It is expected that share certificates for fully-paid Rights Shares and refund cheques in relation to partially unsuccessful applications for excess Rights Shares (without interest), if any, will be despatched to those Qualifying Shareholders on or before Monday, 26 September 2011 by ordinary post and at their own risk. One share certificate each will be issued for all the Rights Shares allotted to an applicant respectively.

COMMENCEMENT OF DEALINGS IN THE FULLY-PAID RIGHTS SHARES

Dealings in fully-paid Rights Shares are expected to commence on the Stock Exchange at 9:00 a.m. on Wednesday, 28 September 2011.

ADjUSTMENTS TO OUTSTANDING SHARE OPTIONS

As a result of the Rights Issue, adjustments will be made to the exercise price and the number of outstanding Share Options granted under the share option scheme of the Company in accordance with the terms of the share option scheme of the Company and Rule 23.03(13) of the GEM Listing Rules.

Reference is made to the prospectus of Unlimited Creativity Holdings Limited (無限創意控股有限公 司) (the “ Company ”) dated 2 September 2011 (the “ Prospectus ”) in relation to, among other things, the Rights Issue. Capitalised terms used in this announcement shall have the same meanings as defined in the Prospectus unless otherwise stated.

RESULTS OF THE RIGHTS ISSUE

The Board announces that as at 4:00 p.m. on Monday, 19 September 2011, being the Latest Time for Acceptance of, and payment for, the Rights Shares and the application and payment for excess Rights Shares: (a) forty-seven valid acceptances in respect of a total of 308,609,548 Rights Shares provisionally allotted under the Rights Issue have been received, representing approximately 48.55% of the total number of the Rights Shares available under the Rights Issue; and (b) twenty-four valid applications for a total of 9,416,626 excess Rights Shares have been received, representing approximately 1.48% of the total number of the Rights Shares available under the Rights Issue. In aggregate, seventy-one valid acceptances and applications in respect of a total of 318,026,174 Rights Shares, representing approximately 50.03% of the total number of Rights Shares available under the Rights Issue, have been received. All applications of excess Rights Shares will be allotted in full.

All conditions set out in the Underwriting Agreement have been fulfilled and the Rights Issue has become unconditional at 4:00 p.m. on Wednesday, 21 September 2011. Based on the above acceptance results, the Rights Issue was under-subscribed by 317,607,956 Rights Shares, of which 191,475,956 Rights Shares have been subscribed by third parties independent of and not connected with the Company and

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its connected persons procured by Kingston Securities and the remaining of 126,132,000 Rights Shares have been underwritten by Mr. Shiu pursuant to their obligations under the Underwriting Agreement. None of the subscribers procured by Kingston Securities for the Untaken Shares have become substantial Shareholders as a result of the subscription.

Pursuant to the irrevocable undertaking, Mr. Shiu has taken up its provisional allotment under the Rights Issue in full, representing 4,971,720 Rights Shares. Mr. Shiu has not made any application for excess Rights Shares.

The Rights Issue and the Underwriting Agreement became unconditional at 4:00 p.m. on Wednesday, 21 September 2011.

SHAREHOLDING STRUCTURE OF THE COMPANY

The shareholding structure of the Company immediately before and after completion of the Rights Issue are as follows:

Directors Mr. Shiu and his associates_(Note)_ Mr. Leung Ge On Andy Public Shareholders Kingston Securities Other public Shareholders Total	Immediately before completion of the Rights Issue No. of Shares % 2,031,172 3.20 420,000 0.66 2 0.00 61,112,239 96.14 63,563,413 100.00	Immediately after completion of the Rights Issue No. of Shares % 147,873,722 21.15 420,000 0.06 2 0.00 550,903,819 78.79 699,197,543 100.00

Note:

On Record Date and immediately before completion of the Rights Issue, Mr. Shiu and his associates were interested in 2,031,172 Shares. Mr. Shiu and his associates subscribed for a total of 146,442,550 Rights Shares pursuant to their own entitlements under the Rights Issue. Mr. Shiu and his associates had disposed of shares in the Company subsequent to the Record Date.

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DESPATCH OF SHARE CERTIFICATES FOR THE RIGHTS SHARES AND REFUND CHEQUES

It is expected that share certificates for fully-paid Rights Shares and refund cheques in relation to partially unsuccessful applications for excess Rights Shares (without interest), if any, will be despatched to those Qualifying Shareholders on or before Monday, 26 September 2011 by ordinary post and at their own risk. One share certificate each will be issued for all the Rights Shares allotted to an applicant respectively.

COMMENCEMENT OF DEALINGS IN THE FULLY-PAID RIGHTS SHARES

Dealings in fully-paid Rights Shares are expected to commence on the Stock Exchange at 9:00 a.m. on Wednesday, 28 September 2011.

ADjUSTMENTS TO THE OUTSTANDING SHARE OPTIONS

As a result of the Rights Issue, adjustments will be made to the exercise price and the number of outstanding Share Options granted under the share option scheme of the Company in accordance with the terms of the share option scheme of the Company and Rule 23.03(13) of the GEM Listing Rules (“ Adjustments ”).

The table below sets out the exercise price and the number of the outstanding Share Options before and after the Rights Issue.

		After the Capital	After the Capital
		Reorganisation and	Reorganisation and
		before the Rights Issue	the Rights Issue
		becoming effective	became effective
Date of grant	Exercisable period	Exercise price HK$ Number of outstanding Share Options	Exercise price HK$ Number of outstanding Share Options
15/2/2011	15/2/2011 – 14/2/2014	1.542 140,000	0.6349 340,000
23/2/2011	23/2/2011 – 22/2/2014	1.396 550,000	0.5748 1,335,714

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A professional adviser engaged by the Company has reviewed and confirmed in writing that the Adjustments are in accordance with the terms of the share option scheme of the Company and in compliance with Rule 23.03(13) of the GEM Listing Rules and the supplementary guidance dated 5 September 2005 issued by the Stock Exchange.

By Order of the Board Unlimited Creativity Holdings Limited Shiu Yeuk Yuen Chairman

Hong Kong, 23 September 2011

As at the date of this announcement, the Board comprises Mr. Shiu Yeuk Yuen and Mr. Leung Ge On Andy as executive Directors; Mr. Hung Anckes Yau Keung, Dr. Siu Yim Kwan, Sidney and Mr. Tsui Pui Hung, Walter as independent non-executive Directors.

This announcement, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the GEM 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 announcement 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 announcement misleading.

This announcement will remain on the GEM website at www.hkgem.com on the “Latest Company Announcements” page for seven days from the day of its posting and on the website of the Company at www.ulcreativity.com.

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