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Wisdomcome Group Holdings Ltd. Capital/Financing Update 2011

Sep 2, 2011

51257_rns_2011-09-02_d301bcf5-3e5d-41df-aab1-01df4a4ba455.pdf

Capital/Financing Update

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To be valid, the whole of this document must be returned. 本文件必須整份交還,方為有效。

Form A 表格甲

Provisional Allotment Letter Number 暫定配額通知書編號

IMPORTANT 重要提示

THIS FORM IS VALUABLE AND TRANSFERABLE AND REQUIRES YOUR IMMEDIATE ATTENTION. THE OFFER CONTAINED IN THIS DOCUMENT AND THE ACCOMPANYING FORM OF APPLICATION FOR EXCESS RIGHTS SHARES EXPIRES AT 4:00 P.M. ON MONDAY, 19 SEPTEMBER 2011. 此乃有價值及可轉讓之表格,並應即時處理,本文件及隨附之額外供股股份申請表格所載之建議於二零一一年九月十九日(星期一)下午四時正截止。

IF YOU ARE IN ANY DOUBT ABOUT THIS FORM, OR AS TO THE ACTION TO BE TAKEN, YOU SHOULD CONSULT YOUR STOCKBROKER OR OTHER LICENSED SECURITIES DEALER, BANK MANAGER, SOLICITOR, PROFESSIONAL ACCOUNTANT OR OTHER PROFESSIONAL ADVISER.

閣下如對本表格或應採取之行動有任何疑問,應諮詢 閣下之股票經紀或其他持牌證券交易商、銀行經理、律師、專業會計師或其他專業顧問。

A copy of this form, together with a copy of the Rights Issue prospectus of the Company dated 2 September 2011 (the headed “Documents delivered to the Registrar of Companies” in appendix III to the Prospectus, have been registered with the Registrar of Companies in Hong Kong as required by section 342C of the Companies Ordinance, Chapter 32 of the Laws of “Prospectus”), the form of application for excess Rights Shares and (where applicable) the documents specified in the paragraph Hong Kong. A copy of the Prospectus has been, or will as soon as reasonably practicable after the Prospectus Posting Date be, filed with the Registrar of Companies in Bermuda in accordance with the Companies Act 1981 of Bermuda. The Securities and Futures Commission of Hong Kong, the Registrar of Companies in Hong Kong and the Registrar of Companies in Bermuda take no responsibility as to the contents of any of these documents.

本表格連同本公司於二零一一年九月二日刊發之供股章程(「供股章程」)、額外供股股份申請表格及(倘適用)供股章程附錄三「送交公司註冊處處長之文件」一段所述之文件,已遵照香港法例第32章公司條例第342C條之規定送交香港公司註冊處登記。供股章程之副本遵照百慕達 一九八一年公司法已或將於供股章程寄發日期後在合理可行情況下盡快送呈百慕達公司註冊處處長存檔。香港證券及期貨事務監察委員會、香港公司註冊處及百慕達公司註冊處對任何此等文件之內容概不負責。

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

香港交易及結算所有限公司、聯交所及香港結算對本文件之內容概不負責,對其準確性或完整性亦不發表任何聲明,並明確表示概不就因本文件全部或任何部份內容而產生或因依賴該等內容而引致之任何損失承擔任何責任。

Dealings in the Shares and the Rights Shares in their nil-paid form and fully-paid form may be settled through CCASS and you should consult your licensed securities dealer or registered institution in securities, bank manager, solicitor, professional accountant or other professional adviser for details of the settlement arrangements and how such arrangements may affect your rights and interests.

未繳股款及繳足股款之股份及供股股份之買賣可透過由香港結算管理之中央結算系統進行交收,而 閣下應就交收安排之詳情及該等安排可能對 閣下之權利及權益構成之影響諮詢 閣下之持牌證券交易商或註冊證券交易商、銀行經理、律師、專業會計師或其他專業顧問。 Subject to the granting of the listing of, and permission to deal in, the Rights Shares in both their nil-paid and fully-paid forms on the Stock Exchange as well as compliance with the stock admission requirements of HKSCC, the Rights Shares in both their nil-paid and fully-paid forms will be accepted as eligible securities by HKSCC for deposit, clearance and settlement in CCASS with effect from the respective commencement dates of dealings in the Rights Shares in their nil-paid and fullypaid forms on the Stock Exchange or such other dates as determined by HKSCC. Settlement of transactions between participants of the Stock Exchange on any trading day is required to take place in CCASS on the second trading day thereafter. All activities under CCASS are subject to the General Rules of CCASS and CCASS Operational Procedures in effect from time to time.

待未繳股款及繳足股款供股股份獲准於聯交所上市及買賣,以及遵守香港結算之股份收納規定後,未繳股款及繳足股款之供股股份將由香港結算接納為合資格證券,可由供股股份(包括未繳股款及繳足股款形式)開始在聯交所買賣當日或香港結算釐定之其他日期起,在中央結 算系統內記存、結算及記收。聯交所參與者之間於任何交易日進行之交易須於其後第二個交易日在中央結算系統內交收。中央結算系統下之所有活動均須依據不時生效之中央結算系統一般規則及中央結算系統運作程序規則進行。

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

(Continued into Bermuda with limited liability) (於百慕達存續之有限公司) (Stock Code : 8079) (股份代號:8079)

RIGHTS ISSUE OF

Branch share registrar in Hong Kong:

635,634,130 RIGHTS SHARES

香港股份過戶登記分處:

Tricor Standard Limited

AT HK$0.15 PER RIGHTS SHARE

26th Floor Tesbury Centre 28 Queen’s Road East Wanchai, Hong Kong

PAYABLE IN FULL ON ACCEPTANCE

ON THE BASIS OF TEN RIGHTS SHARES

卓佳標準有限公司

香港灣仔 FOR EVERY ONE SHARE HELD ON THE RECORD DATE 皇后大道東金鐘匯中心28樓 供股 26樓 涉及635,634,130股供股股份 股供股股份

涉及635,634,130股供股股份 每股供股股份作價0.15港元 股款須於接納時繳足 基準為於記錄日期每持有一股股份供十股供股股份

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Head office and principal
place of business in Hong Kong:
香港總辦事處及主要營業地點:
1/F & 2/F, Morrison Plaza
9 Morrison Hill Road
Wanchai
Hong Kong
香港
灣仔
摩理臣山道9號
天樂廣場1樓及2樓
Registered office:
註冊辦事處:
Canon’s Court
22 Victoria Street
Hamilton HM12
Bermuda
Friday, 2 September 2011
二零一一年九月二日(星期五)
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PROVISIONAL ALLOTMENT LETTER 暫定配額通知書

Name(s) and address of Qualifying Shareholder(s) 合資格股東姓名及地址

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Total number of Shares registered in your name on 1 September 2011
於二零一一年九月一日登記於 閣下名下之股份總數
Box A
甲欄
Number of Rights Shares provisionally allotted to you, subject to payment in full
on acceptance by no later than 4:00 p.m. on Monday, 19 September 2011.
暫定配發予 閣下之供股股份數目,股款最遲須於二零一一年九月十九日
(星期一)下午四時正前接納時繳足。
Box B
乙欄
Total subscription monies payable
應繳認購股款總額
Box C
丙欄
HK$ 港元
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Contact telephone no.

聯絡電話:

TO ACCEPT THIS PROVISIONAL ALLOTMENT OF RIGHTS SHARES IN FULL YOU MUST LODGE THIS FORM INTACT WITH THE COMPANY’S BRANCH SHARE REGISTRAR IN HONG KONG, TRICOR STANDARD LIMITED AT 26TH FLOOR, TESBURY CENTRE, 28 QUEEN’S ROAD EAST, WANCHAI, HONG KONG, TOGETHER HEREIN WITH A REMITTANCE IN HONG KONG DOLLARS FOR THE FULL AMOUNT SHOWN IN BOX C ABOVE SO AS TO BE RECEIVED BY THE COMPANY’S BRANCH SHARE REGISTRAR IN HONG KONG NOT LATER THAN 4:00 P.M. ON MONDAY, 19 SEPTEMBER 2011. ALL REMITTANCES MUST BE MADE IN HONG KONG DOLLARS AND MUST BE FORWARDED EITHER BY CHEQUE DRAWN ON A LICENSED BANK ACCOUNT IN HONG KONG OR BY A CASHIER ORDER ISSUED BY A LICENSED BANK IN HONG KONG. ALL SUCH CHEQUES OR CASHIER ORDERS MUST BE MADE PAYABLE TO – “UNLIMITED CREATIVITY HOLDINGS LIMITED – RIGHTS ISSUE ACCOUNT” AND CROSSED “ACCOUNT PAYEE ONLY”. INSTRUCTIONS ON TRANSFER AND SPLITTING ARE SET OUT OVERLEAF. NO RECEIPT WILL BE GIVEN.

閣下如欲接納全部供股股份之暫定配額,須將本表格連同上文丙欄所示將由本公司之香港股份過戶登記分處收取之港元全數股款,最遲須於二零一一年九月十九日(星期一)下午四時正前交回本公司之香港股份過戶登記分處卓佳標準有限公司,地址為香港灣仔皇后大道東28號 金鐘匯中心26樓。所有股款須以港元繳付,並須以香港持牌銀行戶口開出之支票或以香港持牌銀行發出之銀行本票支付。所有支票或銀行本票均須註明抬頭人為「UNLIMITED CREATIVITY HOLDINGS LIMITED – RIGHTS ISSUE ACCOUNT」,並以「只准入抬頭人賬戶」方 式劃線開出。有關轉讓及拆細配額之指示載於背頁。所有股款均不會獲發收據。

Terms defined in the Prospectus have the same meanings herein unless the context otherwise requires.

除文義另有所指外,供股章程所界定之詞彙與本文件所採用者具有相同涵義。

It should be noted that the Underwriting Agreement contains provisions entitling the Underwriters by notice in writing to the Company at any time prior to the Latest Time for Termination to terminate the Underwriting Agreement on the occurrence of certain events including force majeure. Upon the delivery of the notice of termination, the obligations of the Company and the Underwriters under the Underwriting Agreement shall terminate forthwith. The termination shall be without prejudice to any rights of any of the Company and the Underwriters in respect of any breach by the other prior to such termination. In the event of termination, the Company shall remain liable to pay to the Underwriter the expenses in connection with the Rights Issue but not the underwriting commission. If the Underwriter exercises such termination right, the Rights Issue will not proceed. The Rights Shares are expected to be dealt with in their nil-paid form from Tuesday, 6 September 2011 to Wednesday, 14 September 2011 (both dates inclusive). If the conditions of the Rights Issue are not fulfilled, the Rights Issue will not proceed. Any person dealing in the securities of the Company from now up to the date on which all the conditions of the Rights Issue are fulfilled and any person dealing in the nil-paid Rights Shares from Tuesday, 6 September 2011 to Wednesday, 14 September 2011 (being the first day and last day of dealings in the nil-paid Rights Shares respectively) will accordingly bear the risk that the Rights Issue may not become unconditional and may not proceed. Any person dealing or contemplating any dealing in the securities of the Company and/or the Rights Shares in their nil-paid form during this period who is in any doubt about his/her/its/their position is recommended to consult his/her/its/their own professional adviser. It is expected that the conditions referred to in the section headed “Conditions of the Underwriting Agreement” in the Prospectus are to be fulfilled by 4:00 p.m. Hong Kong time on Wednesday, 21 September 2011. If the conditions referred to in that section are not fulfilled at or before 4:00 p.m. Hong Kong time on Wednesday, 21 September 2011 (or such later time and/or date as the Company and the Underwriters may determine in writing) or the Underwriting Agreement has been terminated in accordance with the terms thereof, the Rights Issue will not proceed.

務請注意,包銷協議載有條文授權包銷商在發生若干事件(包括不可抗力事件)時,在最後終止時限前任何時間以書面通知本公司終止包銷協議。發出終止通知後,本公司及包銷商於包銷協議項下之責任將即時終止。終止包銷協議將不損害本公司及包銷商任何一方,因另一方 於終止包銷協議前違反包銷協議而擁有之任何權利。倘終止包銷協議,本公司仍須向包銷商支付供股開支(惟包銷佣金除外)。倘包銷商行使有關終止權利,供股將不會進行。供股股份預期將由二零一一年九月六日(星期二)起至二零一一年九月十四日(星期三)止(首尾兩日包括 在內)期間以未繳股款形式買賣。倘若供股之條件未獲達成,則供股將不會進行。擬由現在起至供股之所有條件獲達成日期止期間買賣本公司之證券,及由二零一一年九月六日(星期二)起至二零一一年九月十四日(星期三)止(即分別為買賣未繳股款供股股份之首日及最後一日) 期間買賣未繳股款供股股份之任何人士,須承擔供股可能無法成為無條件及未必進行之風險。買賣或擬買賣本公司證券及╱或未繳股款供股股份之任何人士如對其╱彼等之狀況有疑問,建議諮詢其╱彼等本身之專業顧問。預期供股章程內「包銷協議之條件」一節所述之條件將 於二零一一年九月二十一日(星期三)下午四時正(香港時間)前達成。倘該節所述之條件於二零一一年九月二十一日(星期三)下午四時正(香港時間)(或本公司及包銷商可能書面釐定之該較後時間及╱或日期)或之前並無達成或包銷協議已根據其條款終止,則供股將不會進行。

NO RECEIPT WILL BE GIVEN BY THE COMPANY. 本公司將不另發收據。

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

(Continued into Bermuda with limited liability)

(Stock Code : 8079)

2 September 2011

Dear Qualifying Shareholders,

INTRODUCTION

In accordance with the terms and subject to the conditions in the Prospectus accompanying this letter, the Directors have provisionally allotted to you the number of Rights Shares in the Company indicated on the front page of this provisional allotment letter on the basis of ten (10) Rights Shares for every Share registered in your name in the register of members of the Company on Thursday, 1 September 2011. Your holdings of the Shares as at that date is set out in Box A and the number of Rights Shares provisionally allotted to you is set out in Box B. Terms defined in the Prospectus have the same meanings when adopted herein unless the context otherwise requires.

RIGHTS SHARES

The Rights Shares, when allotted, issued and fully-paid, will rank pari passu with the Shares in issue on the date of allotment and issue of the Rights Shares in all respects. Holders of fully-paid Rights Shares will be entitled to receive all future dividends and other distributions which are declared, made or paid after the date of allotment and issue of the fully-paid Rights Shares.

Subject to the granting of the listing of, and permission to deal in, the Rights Shares in both their nil-paid and fully-paid forms on the Stock Exchange as well as compliance with stock admission requirements of HKSCC, the Rights Shares in both their nil-paid and fully-paid forms will be accepted as eligible securities by HKSCC for deposit, clearance and settlement in CCASS with effect from the respective commencement dates of dealings in the Rights Shares in their nil-paid and fully-paid forms on the Stock Exchange or such other dates as determined by HKSCC. Settlement of transactions between participants of the Stock Exchange on any trading day is required to take place in CCASS on the second trading day thereafter. All activities under CCASS are subject to the General Rules of CCASS and CCASS Operational Procedures in effect from time to time.

The Prospectus Documents have not been and will not be registered or filed under the applicable securities legislation of any jurisdiction other than in Hong Kong and Bermuda. No action has been taken to permit the Rights Issue in any territory outside Hong Kong, unless in the relevant jurisdiction such an offer or invitation could lawfully be made without compliance with any registration or other legal or regulatory requirements thereof. No person receiving a copy of the Prospectus, provisional allotment letter (“Provisional Allotment Letter”) or form of application for excess Rights Shares (“Excess Application Form”) in any territory outside Hong Kong may treat it as an offer or invitation to apply for the Rights Shares or excess Rights Shares, unless in the relevant jurisdictions such an offer or invitation could lawfully be made without compliance with any registration or other legal or regulatory requirements thereof. Subject as referred to below, it is the responsibility of anyone outside Hong Kong wishing to make an application for the Rights Shares to satisfy themselves, before acquiring any rights to subscribe for the provisionally allotted Rights Shares, as to the observance of the laws and regulations of all relevant jurisdictions, including the obtaining of any government or other consents and to pay any taxes and duties required to be paid in such territory in connection therewith. The Company reserves the right to refuse to accept any application for the Rights Shares where it believes that doing so would violate the applicable securities legislation or other laws or regulations of any jurisdiction.

No provisional allotment of the Rights Shares has been made to the Excluded Shareholders and no Provisional Allotment Letter nor Excess Application Form is being sent to them. The Company will send copies of the Prospectus to the Excluded Shareholders for their information only. The Company will make arrangements to sell in the market the provisional allotment of Rights Shares which would otherwise have been allotted to the Excluded Shareholders as soon as practicable after dealings in the nil-paid Rights Shares commence and before dealings in nil-paid Rights Shares end, if a premium (net of expenses) can be obtained. The proceeds of such sale, less expenses, will be paid pro-rata to the Excluded Shareholders in Hong Kong dollars. The Company will retain individual amounts of HK$100 or less for its own benefit. Any unsold entitlement of Excluded Shareholders, together with any unsold Rights Shares created by adding together fractions of the Rights Shares and any Rights Shares provisionally allotted but not accepted by the Qualifying Shareholders or otherwise subscribed for by transferees of nil-paid Rights Shares, will be made available for excess application by the Qualifying Shareholders using the accompanying Excess Application Form.

PROCEDURE FOR ACCEPTANCE

To take up your provisional allotment of Rights Shares in full, you must lodge the whole of this provisional allotment letter intact with the Company’s branch share registrar in Hong Kong, Tricor Standard Limited, 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong together with a remittance for the full amount payable on acceptance, as shown in Box C, so as to be received by not later than 4:00 p.m. on Monday, 19 September 2011. All remittances must be in Hong Kong dollars and cheques or cashier orders must be crossed “Account Payee Only” and drawn on a Hong Kong dollar account with a licensed bank in Hong Kong or issued by a licensed bank in Hong Kong and made payable to “Unlimited Creativity Holdings Limited – Rights Issue Account”. Such payment will constitute acceptance of the provisional allotment on the terms of this provisional allotment letter and the Prospectus and subject to the memorandum and bye-laws of the Company. No receipt will be given for such remittances. All enquiries in connection with this provisional allotment letter should be addressed to the Company’s branch share registrar in Hong Kong at the above address. It should be noted that, unless a provisional allotment letter, duly completed, together with the appropriate remittance shown in Box C, has been received as described above by 4:00 p.m. on Monday, 19 September 2011, whether by the original allottee or any person in whose favour the rights have been validly transferred, your provisional allotment and all rights and entitlement thereunder will be deemed to have been declined and will be cancelled. The Company may (at its sole discretion) treat a provisional allotment letter as valid and binding on the person(s) by whom or on whose behalf it is lodged even if not completed in accordance with the relevant instructions. The Company may require such incomplete provisional allotment letter to be completed by the relevant applicants at a later stage.

TRANSFER

If you wish to transfer all of your rights to subscribe for the Rights Shares provisionally allotted to you, you must complete the form of transfer and nomination (Form B), and hand this provisional allotment letter to the person(s) to or through whom you are transferring your rights hereunder. The transferee(s) must then complete and sign the registration application form (Form C), and lodge this provisional allotment letter intact together with a remittance for the full amount payable on acceptance as shown in Box C with the Company’s branch share registrar in Hong Kong, Tricor Standard Limited, 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong so as to received by not later than 4:00 p.m. on Monday, 19 September 2011. It should be noted that stamp duty is payable in connection with the transfer of your rights to subscribe for the relevant Rights Shares to the transferee(s) and the acceptance by the transferee(s) of such rights. SPLITTING

If you wish to accept only part of your provisional allotment or to transfer a part of your rights to subscribe for the Rights Shares provisionally allotted to you or transfer your rights to more than one person, this provisional allotment letter must be surrendered by not later than 4:30 p.m. on Thursday, 8 September 2011 at the Company’s branch share registrar in Hong Kong, Tricor Standard Limited, 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong, which will cancel the entire original provisional allotment letter and issue new provisional allotment letter(s) in the denominations required. No fee will be charged for splitting of the provisional allotment. TERMINATION OF THE UNDERWRITING AGREEMENT

It should be noted that the Underwriting Agreement contains provisions entitling the Underwriters by notice in writing to the Company at any time prior to the Latest Time for Termination to terminate the Underwriting Agreement on the occurrence of certain events including force majeure. Upon the delivery of the notice of termination, the obligations of the Company and the Underwriters under the Underwriting Agreement shall terminate forthwith. The termination shall be without prejudice to any rights of any of the Company and the Underwriters in respect of any breach by the other prior to such termination. In the event of termination, the Company shall remain liable to pay to the Underwriter the expenses in connection with the Rights Issue but not the underwriting commission. If the Underwriters exercises such termination right, the Rights Issue will not proceed. The Rights Shares are expected to be dealt with in their nil-paid form from Tuesday, 6 September 2011 to Wednesday, 14 September 2011 (both dates inclusive). If the conditions of the Rights Issue are not fulfilled, the Rights Issue will not proceed. Any person dealing in the securities of the Company from now up to the date on which all the conditions of the Rights Issue are fulfilled and any person dealing in the nil-paid Rights Shares from Tuesday, 6 September 2011 to Wednesday, 14 September 2011 (being the first day and last day of dealings in the nil-paid Rights Shares respectively) will accordingly bear the risk that the Rights Issue may not become unconditional and may not proceed. Any person dealing or contemplating any dealing in the securities of the Company and/or the Rights Shares in their nil-paid form during this period who is in any doubt about his/her/its/their position is recommended to consult his/her/its/their own professional adviser. It is expected that the conditions referred to in the section headed “Conditions of the Underwriting Agreement” in the Prospectus are to be fulfilled by 4:00 p.m. Hong Kong time on Wednesday, 21 September 2011. If the conditions referred to in that section are not fulfilled at or before 4:00 p.m. Hong Kong time on Wednesday, 21 September 2011 (or such later time and/or date as the Company and the Underwriter may determine in writing) or the Underwriting Agreement has been terminated in accordance with the terms thereof, the Rights Issue will not proceed.

CHEQUES AND CASHIER ORDERS

All cheques and cashier orders will be presented for payment immediately following receipt and all interest earned on such monies will be retained for the benefit of the Company. Any provisional allotment letter in respect of which the accompanying cheque or cashier order is dishonoured on first presentation is liable to be rejected. Completion and return of a provisional allotment letter together with a cheque or cashier order in payment for the Rights Shares accepted will constitute a warranty by the subscriber that the cheque or cashier order will be honoured on first presentation. Without prejudice to its other rights in respect thereof, the Company reserves the right to reject any provisional allotment letter in respect of which the accompanying cheque or cashier order is dishonoured on first presentation, and, in that event, the relevant provisional allotment and all rights given pursuant to it will be deemed to have been declined and will be cancelled. SHARE CERTIFICATES

It is expected that the certificates for all fully-paid Rights Shares will be sent by ordinary post by the Company’s branch share registrar in Hong Kong to the persons entitled thereto at their own risk on or before Monday, 26 September 2011. You will receive one share certificate for all the fully-paid Rights Shares allotted to you. APPLICATION FOR EXCESS RIGHTS SHARES

If you wish to apply for any Rights Shares in addition to your provisional allotment under the Rights Issue, you must complete and sign the accompanying form of application for excess Rights Shares and lodge it, together with a separate remittance for the full amount payable on application in respect of the excess Rights Shares applied for, in accordance with the instructions set out in it with the Company’s branch share registrar in Hong Kong, Tricor Standard Limited, 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong so as to be received by not later than 4:00 p.m. on Monday, 19 September 2011. All remittances must be in Hong Kong dollars and must be forwarded either by cheque drawn on a Hong Kong dollar account with a licensed bank in Hong Kong or by a separate cashier order issued by a licensed bank in Hong Kong. All such cheques or cashier orders must be made payable to “Unlimited Creativity Holdings Limited – Excess Application Account” and crossed “Account Payee Only”. No receipt will be given for such remittances.

Excess Rights Shares, if any, will be allocated by the Company to the applicants, on a fair and equitable basis as set out in the Prospectus, to be decided at the sole discretion of the Directors. The Company’s branch share registrar in Hong Kong will notify you of any allotment of excess Rights Shares made to you. GENERAL

Lodgment of the provisional allotment letter with, where relevant, the form of transfer and nomination purporting to have been signed by the person(s) in whose favour the provisional allotment letter has been issued, shall be conclusive evidence of the party or parties lodging it to deal with the same and to receive a split letter of allotment and/or the relative share certificates. Further copies of the Prospectus are available at the Company’s branch share registrar in Hong Kong, Tricor Standard Limited, 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong.

All documents, including cheques for refund, will be sent by ordinary post at the risk of the relevant applicants or other persons entitled thereto.

This provisional allotment letter and all acceptances of the offer contained in it shall be governed by and construed in accordance with the laws of Hong Kong.

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

IN THE EVENT OF TRANSFER OF RIGHTS TO SUBSCRIBE FOR THE RIGHTS SHARES, AD VALOREM STAMP DUTY IS PAYABLE ON EACH SALE AND EACH PURCHASE. A GIFT OR TRANSFER OF BENEFICIAL INTEREST OTHER THAN BY WAY OF SALE IS ALSO LIABLE TO AD VALOREM STAMP DUTY. EVIDENCE OF PAYMENT OF AD VALOREM STAMP DUTY WILL BE REQUIRED BEFORE REGISTRATION OF ANY TRANSFER OF THE ENTITLEMENTS TO THE RIGHTS SHARES REPRESENTED BY THIS DOCUMENT.

倘轉讓供股股份之認購權,每項買賣均須繳付從價印花稅。除以出售形式外,饋贈或轉讓實益權益亦須繳付從價印花稅。在以本文件登記轉讓供股股 份權益之前,須出示已繳付從價印花稅之證明。

Form B 表格乙

FORM OF TRANSFER AND NOMINATION 轉讓及提名表格

(To be completed and signed only by Qualifying Shareholder(s) who wish(es) to transfer all of its/his/her/their right(s) to subscribe for the Rights Shares comprised herein) (只供擬轉讓此表格所列其╱彼等之全部供股股份認購權之合資格股東填寫及簽署)

To: The Directors

UNLIMITED CREATIVITY HOLDINGS LIMITED

致: 無限創意控股有限公司

列位董事 台照

Dear Sirs and Madams,

I/We hereby transfer all of my/our rights to subscribe for the Rights Shares comprised in this provisional allotment letter to the person(s) accepting the same and signing the registration application form (Form C) below.

敬啟者:

本人╱吾等謹將本暫定配額通知書所列本人╱吾等之全部供股股份認購權轉讓予接受此權利並簽署下列登記申請表格(表格丙)之人士。

Signature(s) of Shareholders (all joint Shareholders must sign): 股東簽署(所有聯名股東均須簽署):

Date 日期:二零一一年

2011

Note: Stamp duty of HK$5.00 and ad valorem stamp duty are payable by the transferor(s) if this form is completed.

註:填妥此表格後,轉讓人須支付5.00港元之印花稅以及支付從價印花稅。

Form C

表格丙

REGISTRATION APPLICATION FORM

登記申請表格

(To be completed and signed only by the person(s) to whom the rights to subscribe for the Rights Shares have been transferred) (只供獲轉讓供股股份認購權之人士填寫及簽署)

To: The Directors

UNLIMITED CREATIVITY HOLDINGS LIMITED

致: 無限創意控股有限公司

列位董事 台照

Dear Sirs and Madams,

I/We request you to register the number of Rights Shares mentioned in Box B of Form A in my/our name(s). I/We agree to accept the same on the terms embodied in this provisional allotment letter and the Prospectus and subject to the memorandum and bye-laws of the Company.

敬啟者:

本人╱吾等謹請 閣下將表格甲乙欄所列之供股股份數目,登記於本人╱吾等名下。本人╱吾等同意按照本暫定配額通知書及供股章程所載條款,以及 貴公司之組織章程大綱及公司細則規限下,接納此等供 股股份數目。

股股份數目。 股股份數目。
Existing Shareholder(s)
please mark“X”in this box
現有股東請於本欄內填上「X」符號
To be completed in BLOCK letters inENGLISH. Joint applicants should give the address of the first-named applicant only.
請用英文正楷填寫。聯名申請人只須填上排名首位之申請人之地址。
Name in English
英文姓名
Family name or Company name姓氏或公司名稱Other Names名字 Name in Chinese
中文姓名
Name
(continuation)
and/or name(s)
of applicant or
joint applicants
姓名(續)及╱或
申請人或聯名
申請人姓名
Address in
English (Joint
applicant(s)
should give one
address only)
英文地址(聯名
申請人只須提供
一個地址)
Occupation
職業
Telephone Number
電話號碼
Dividend instructi ons股息指示
Name and
address of bank
銀行名稱及地址
Bank Account Number銀行戶口號碼
1. 2.
3.

4.
  • Signature(s) of applicant(s) (all joint applicant(s) must sign): 申請人簽署(所有聯名申請人均須簽署):

Date 日期:二零一一年

Note: Ad valorem stamp duty is payable by the transferee(s) if this form is completed.

註:填妥此表格後,承讓人須支付從價印花稅。

2011

Names of Chinese applicants must be given both in English and in Chinese characters. 華裔申請人須填寫中英文姓名。