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Wisdomcome Group Holdings Ltd. — Capital/Financing Update 2011
Sep 6, 2011
51257_rns_2011-09-06_ae4531e2-0c23-44b0-a2d5-a77c1cb1c909.pdf
Capital/Financing Update
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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 the 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 CREATIVTY HOLDINGS LIMITED
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(Continued into Bermuda with limited liability)
(Stock code: 8079)
DISCLOSEABLE TRANSACTION DISPOSAL OF PROPERTY
On 6 September 2011, Thailand (HK) Plastic Surgery Service Limited, an indirect wholly-owned subsidiary of the Company (as vendor), entered into a Disposal Agreement with independent third party to the Company (as purchaser) regarding the disposal of a property in Hong Kong. The Disposal constitutes a discloseable transaction of the Company under Chapter 19 of the GEM Listing Rules.
THE DISPOSAL AGREEMENT DATED 6 SEPTEMBER 2011
Parties:
Vendor: Thailand (HK) Plastic Surgery Service Limited, being an indirect wholly-owned subsidiary of the Company Purchaser: Ms. Mok Lai Fun Florence. To the best of the Directors’ knowledge, information and belief having made all reasonable enquiry, the Purchaser is Independent Third Party Subject : the Property
Information on the Property:
The Property is located at Flat B, 23[rd] Floor, Southern Lodge, 362 Un Chau Street, Kowloon, Hong Kong. It is a residential property in Cheung Sha Wan with a tenancy agreement at a monthly rental of HK$16,500 which ends on 15 November 2012. Thailand (HK) shall deliver the Property to the Purchaser upon completion of the Disposal Agreement on 15 December 2011.
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The Property was purchased on 14 February 2008 at HK$4,840,000 and the carrying value of the Property as at 31 March 2011 is HK$5,000,000. For the seventeen months ended 31 March 2010 and the year ended 31 March 2011, the revenue generated through renting out the Property was HK$215,000 and HK145,000 respectively.
Consideration and payment terms for the Disposal:
The consideration for the Disposal of HK$5,238,000 has been determined after arm’s length negotiations between the Purchaser and Thailand (HK) with reference to the prevailing market value of similar property in Cheung Sha Wan.
The consideration for the Disposal is payable by the Purchaser in cash in the following manner:
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(i) an initial deposit in the sum of HK$200,000 has been paid by the Purchaser upon signing of the Disposal Agreement;
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(ii) a further deposit of HK$323,800 will be paid by the Purchaser on or before 16 September 2011; and
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(iii) the remaining balance of HK$4,714,200 will be paid by the Purchaser upon completion of the Disposal Agreement on 15 December 2011.
Completion of the Disposal Agreement:
Completion of the Disposal Agreement will take place on 15 December 2011. Immediately upon completion, Thailand (HK) will deliver the premises of the Property to the Purchaser.
USE OF PROCEEDS FROM THE DISPOSAL
The net proceeds from the Disposal amounting to approximately HK$5,200,000 will be applied by the Group for general working capital purpose.
FINANCIAL EFFECT OF THE DISPOSAL
As a result of the Disposal, it is estimated that the Group will record an unaudited gain on disposal of approximately HK$200,000 (being the consideration for the Disposal less the carrying value of the Property and other expenses in relation to the Disposal).
REASONS AND BENEFIT FOR THE DISPOSAL
The Company is principally engaged in the retails of beauty products, provision of beauty services, clinical services in Hong Kong and Macau, property investment, money lending business and securities
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investment in Hong Kong. It is the Group’s original intention to acquire the Property for the long-term investment. The Directors are of the view that the Disposal would increase the general working capital of the Group.
In light of the consideration of the Disposal is at market price and increase the general working capital as a result, the Directors consider that the terms of the Disposal are fair and reasonable and are in the interests of the Company and the Shareholders as a whole.
GENERAL
As the applicable percentage ratios set out in Rule 19.06 of the GEM Listing Rules with respect to the Disposal exceed 5% but are not more than 25%, the Disposal constitutes a discloseable transaction of the Company under Chapter 19 of the GEM Listing Rules.
DEFINITIONS
In this announcement, the following expressions have the meanings set out below unless the context otherwise requires:
| “Company” | Unlimited Creativity Holdings Limited (Stock code: 8079), a company |
|---|---|
| continued into Bermuda with limited liability, the shares of which are listed | |
| on GEM | |
| “Director(s)” | the director(s) of the Company |
| “Disposal” | the disposal of the Property by Thailand (HK) pursuant to the Disposal |
| Agreement | |
| “Disposal Agreement” | the preliminary agreement dated 6 September 2011 entered into between |
| the Purchaser and Thailand (HK) for the sales and purchase of the Property | |
| “GEM” | the Growth Enterprise Market of the Stock Exchange |
| “GEM Listing Rules” | the Rules Governing the Listing of Securities on GEM |
| “Group” | the Company and its subsidiaries |
| “HK$” | Hong Kong dollar, the lawful currency of Hong Kong |
| “Hong Kong” | the Hong Kong Administrative Region of the People’s Republic of China |
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“Independent Third Party(ies)” person(s) who or company(ies) together with its/their ultimate beneficial owner(s) which, to the best of the Directors’ knowledge, information and belief having made all reasonable enquiry, is/are third party(ies) independent of the Company and its connected person(s)
“Property” the property located at Flat B, 23[rd] Floor, Southern Lodge, No. 362 Un Chau Street, Kowloon “Purchaser(s)” Ms. Mok Lai Fun Florence “Shareholder(s)” the holder(s) of the Shares
“Share(s)” ordinary share(s) of HK$0.01 each in the share capital of the Company “Stock Exchange” The Stock Exchange of Hong Kong Limited
- “Thailand (HK)” or “Vendor” Thailand (HK) Plastic Surgery Service Limited, a company incorporated in Hong Kong with limited liability and is an indirect wholly-owned subsidiary of the Company
“%” per cent.
On order of the Board
Unlimited Creativity Holdings Limited Shiu Yeuk Yuen
Chairman
Hong Kong, 6 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 Company’s website at www.ulcreativity.com and at the “Latest Company Announcements” page of the GEM website for at least 7 days from the date of its posting.
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