Wisdomcome Group Holdings Ltd. — Capital/Financing Update 2011

Sep 2, 2011

THe prospecTus Is IMporTANT AND reQuIres Your IMMeDIATe ATTeNTIoN

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

If you have sold or transferred all your Shares in unlimited creativity Holdings Limited (無限創意控股有限公司) , you should at once hand the Prospectus Documents to the purchaser or transferee or to the bank, licensed securities dealer, registered institution in securities or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited and Hong Kong Securities Clearing Company Limited take no responsibility for the contents of the Prospectus Documents, 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 the Prospectus Documents.

The Prospectus Documents appears for information only and does not constitute an invitation or offer to shareholders or any other persons to acquire, purchase, or subscribe for securities of the Company.

Capitalised terms used in this Prospectus shall have the same meanings as those defined in the section headed “Definitions” in this Prospectus. A copy of each of the Prospectus Documents, having attached thereto the documents specified in the paragraph headed “Documents delivered to the Registrars of Companies” in Appendix III to this Prospectus, has been registered by the Registrar of Companies in Hong Kong as required by Section 342C of the Companies Ordinance in Hong Kong (Chapter 32 of the Laws of Hong Kong). A copy of the Prospectus has been, or will as soon as reasonably practicable be, filed with the Registrar of Companies in Bermuda as required by the Companies Act. The Registrar of Companies in Hong Kong, the Securities and Futures Commission of Hong Kong and the Registrar of Companies in Bermuda take no responsibility for the contents of any of the Prospectus Documents.

Dealings in the securities of the Company may be settled through CCASS and you should consult your stockbroker or other registered securities dealer, 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.

uNLIMITeD creATIVITY HoLDINGs LIMITeD 無限創意控股有限公司

(Continued into Bermuda with limited liability)

(Stock Code: 8079)

rIGHTs Issue oF 635,634,130 rIGHTs sHAres AT HK$0.15 per rIGHTs sHAre oN THe BAsIs oF TeN rIGHTs sHAres For eVerY oNe sHAre HeLD oN THe recorD DATe

Financial adviser to the company

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underwriters of the rights Issue

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sHIu YeuK YueN

The latest date and time for acceptance of and payment for the Rights Shares is 4:00 p.m. on Monday, 19 September 2011. The procedures for acceptance and payment and/or transfer of the Rights Shares are set out on page 21 of this Prospectus.

Dealings in the Rights Shares in their nil-paid form will take place from Tuesday, 6 September 2011 to Wednesday, 14 September 2011 (both dates inclusive). It is expected that the conditions referred to in the section headed “Conditions of the Rights Issue” in this Prospectus are to be fulfilled on or before 4:00 p.m. on Wednesday, 21 September 2011. If the conditions referred to in that section are not fulfilled, the Underwriting Agreement shall terminate and the Rights Issue will not proceed. Any person contemplating buying or selling Shares from the date of this Prospectus and up to the date on which all the conditions of the Rights Issue are fulfilled, and any dealings in the Rights Shares in their nilpaid form between Tuesday, 6 September 2011 to Wednesday, 14 September 2011 (both dates inclusive) will accordingly bear the risk that the Rights Issue may not become unconditional and/or may not proceed. Any person contemplating dealing in the Shares and/or the Rights Shares in their nil-paid form are recommended to consult his/her/its/their own professional adviser.

It should be noted that the Underwriting Agreement contains provisions entitling the Underwriter 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. These events are set out under the section headed “Termination of the Underwriting Agreement” on pages 16 to 17 of this Prospectus.

Upon the delivery of the notice of termination, all obligations of the Company and the Underwriter under the Underwriting Agreement shall terminate forthwith. The termination shall be without prejudice to any rights of any of the Company and the Underwriter in respect of an 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.

2 September 2011

CharaCteristiCs of GeM

GeM has been positioned as a market designed to accommodate companies to which a higher investment risk may be attached than other companies listed on the exchange. Prospective investors should be aware of the potential risks of investing in such companies and should make the decision to invest only after due and careful consideration. the greater risk profile and other characteristics of GeM mean that it is a market more suited to professional and other sophisticated investors.

Given the emerging nature of companies listed on GeM, there is a risk that securities traded on GeM may be more susceptible to high market volatility than securities traded on the Main Board and no assurance is given that there will be a liquid market in the securities traded on GeM.

• i -

Contents

	Page
eXPeCteD tIMetABLe iii
DeFInItIons 1
teRMInAtIon oF tHe UnDeRWRItInG AGReeMent 6
LetteR FRoM tHe BoARD	8
APPenDIX I – FInAnCIAL InFoRMAtIon oF tHe GRoUP 26
APPenDIX II – UnAUDIteD PRo FoRMA stAteMent
oF ADJUsteD ConsoLIDAteD net
tAnGIBLe Assets oF tHe GRoUP 29
APPenDIX III – GeneRAL InFoRMAtIon 33

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ExpEctEd timEtablE

2011

The expected timetable for the Rights Issue is set out below:

Hong Kong time

First day of dealings in nil-paid Rights Shares . . . . . . . . . . . . . . . . . . . . . . . .Tuesday, 6 September

Latest time for splitting nil-paid Rights Shares . . . . . . . . . . . . . 4:30 p .m . on Thursday, 8 September

Last day of dealings in nil-paid Rights Shares . . . . . . . . . . . . . . . . . . . . .Wednesday, 14 September

Latest time for acceptance of and payment for

Rights Shares and excess Rights Shares . . . . . . . . . . . . . . . . 4:00 p .m . on Monday, 19 September

Latest time to terminate the Underwriting Agreement

and for the Rights Issue to become unconditional . . . . . . 4:00 p .m . on Wednesday, 21 September

Announcement of the result of the Rights Issue . . . . . . . . . . . . . . . . . . . . . . . Friday, 23 September

Refund cheques to be despatched in relation

• to wholly or partially unsuccessful applications

for excess Rights Shares on or before . . . . . . . . . . . . . . . . . . . . . . . . . . . . Monday, 26 September

Shares certificates for Rights Shares

to be despatched on or before . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Monday, 26 September

Dealings in Rights Shares commences . . . . . . . . . . . . . . . . 9:00 a .m . on Wednesday, 28 September

All references to times and dates in this prospectus are references to Hong Kong time and date.

Dates or deadlines specified herein may be varied or extended by the Company and the Underwriters and are therefore tentative and indicative only . Further announcement(s) will be made by the Company on any changes to the above expected timetable, if and when appropriate .

• Note: The latest time for acceptance of and payment for the Rights Shares and for application and payment for excess Rights Shares will not take effect if there is a tropical cyclone warning signal number 8 or above, or a “black” rainstorm warning:

• (1) in force in Hong Kong at any local time before 12:00 noon but no longer in force after 12:00 noon on the latest date for acceptance of, and payment for, the Rights Shares and for application and payment for excess Rights Shares . Instead the latest time for acceptance of and payment for the Rights Shares and for application and payment for excess Rights Shares will be extended to 5:00 p .m . on the same Business Day; or

• iii -

ExpEctEd timEtablE

• (2) in force in Hong Kong at any local time between 12:00 noon and 4:00 p .m . on the latest date for acceptance of, and payment for, the Rights Shares and for application and payment for excess Rights Shares . Instead the latest time for acceptance of and payment for the Rights Shares and for application and payment for excess Rights Shares will be rescheduled to 4:00 p .m . on the following Business Day which does not have either of those warnings in force at any time between 9:00 a .m . and 4:00 p .m .

If the latest time for acceptance of and payment for the Rights Shares and for application and payment for excess Rights Shares does not take effect on the Latest Time For Acceptance, the dates mentioned above may be affected . The Company will notify Shareholders by way of announcement(s) on any change to the expected timetable as soon as practicable .

• iv -

Definitions

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

• “acting in concert”

has the meaning ascribed thereto under the Takeovers Code

• “Announcement” the announcement of the Company dated 29 June 2011 in relation to the Capital Reorganisation and the Rights Issue

• “associates” has the meaning ascribed thereto under the GEM Listing Rules

• “Board” the board of Directors

• “Business Day(s)”

• any day on which licensed banks in Hong Kong are generally open for business, other than a Saturday or a Sunday or a day on which a black rainstorm warning or tropical cyclone warning signal number 8 or above is issued in Hong Kong at any time between 9:00 a.m. and 12:00 noon and is not cancelled at or before 12:00 noon

• “Bye-laws” the bye-laws of the Company in force from time to time

• “Capital Reorganisation” the proposed reorganisation of the share capital of the Company as defined in the Circular

• “CCASS” the Central Clearing and Settlement System established and operated by Hong Kong Securities Clearing Company Limited

• “Circular” circular of the Company dated 1 August 2011

• “Companies Act” The Companies Act 1981 of Bermuda, as amended from time to time

• “Companies Ordinance” Companies Ordinance (Chapter 32) of the Laws of Hong Kong)

• “Company” Unlimited Creativity Holdings Limited (stock code: 8079)

• “connected person” has the same meaning as ascribed to it under the GEM Listing Rules

• “controlling shareholder(s)” has the same meaning as ascribed to it under the GEM Listing Rules

• 1 -

Definitions

• “Director(s)”

• director(s) of the Company

• “EAF(s)”

the form of application for use by the Qualifying Shareholders who wish to apply for excess Rights Shares, being in such usual form as may be agreed between the Company and the Underwriters

• “Excluded Shareholder(s)”

the Overseas Shareholders whom the Directors, after making relevant enquiry as required under the GEM Listing Rules, consider their exclusion from the Rights Issue to be necessary or expedient on account of either the legal restrictions under the law of the relevant place or the requirements of the relevant regulatory body or stock exchange in that place

• “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

• “Hong Kong”

• the Hong Kong Special Administrative Region of the PRC

• “Independent Shareholders” any Shareholder other than controlling Shareholders and their associates or, where there are no controlling Shareholders, any Shareholder other than directors (excluding independent nonexecutive directors) and the chief executive of the Company and their respective associates

• “Irrevocable Undertaking”

• an irrevocable undertaking dated 29 June 2011 under which Mr. Shiu has provided the irrevocable undertaking to the Company and Kingston Securities as described under the section headed “Irrevocable Undertaking” in this prospectus

• “Kingston Securities”

• Kingston Securities Limited, a corporation licensed to carry on type 1 (dealing in securities) regulated activity under the Securities and Future Ordinance (Chapter 571 of the Laws of Hong Kong)

• “Last Trading Day”

• 29 June 2011, being the last trading day on which the Shares were traded on the Stock Exchange before the release of the Announcement

• “Latest Lodging Date”

• 4:30 p.m. on Monday, 29 August 2011 or such other date as may be determined by the Company, being the latest date for lodging transfer of Shares in order to qualify for the Rights Issue

• 2 -

Definitions

• “Latest Practicable Date”

• 30 August 2011, being the latest practicable date prior to the printing of this prospectus for ascertaining certain information for inclusion in this prospectus

• “Latest Time for Acceptance”

• 4:00 p.m. on Monday, 19 September 2011 or such other date as the Underwriters may agree in writing with the Company and described as the latest date for acceptance of, and payment for, the Rights Shares and application and payment for excess Rights Shares

• “Latest Time for Termination”

• 4:00 p.m. on Wednesday, 21 September 2011 being the third Business Day after the Latest Time for Acceptance or such later time and date as may be agreed between the Company and the Underwriters to terminate the Underwriting Agreement

• “Mr. Shiu”

• Mr. Shiu Yeuk Yuen, an executive Director and one of the Underwriters

• “Overseas Shareholder(s)” Shareholders with registered addresses (as shown in the register of members of the Company on the Record Date) which are outside Hong Kong

• “PAL(s)” provisional allotment letter(s) for the Rights Issue

• “Pre-Adjusted Share(s)”

• ordinary share(s) of HK$0.01 each in the issued share capital of the Company, before the Capital Reorganisation became effective

• “Property”

• the property located at 1[st] Floor and 2[nd] Floor, Morrison Plaza, 9 Morrison Hill Road, Wanchai, Hong Kong together with external wall area I, II and III acquired by Top Euro Limited, an indirect wholly-owned subsidiary of the Company pursuant to an acquisition agreement dated 24 April 2010, details of which are set out in the announcement of the Company dated 26 April 2010

• “Prospectus”

• a document relating to the Rights Issue to be despatched to Shareholders, in such form as may be agreed between the Company and the Underwriters

• “Prospectus Documents”

• the Prospectus, the PAL(s) and EAF(s)

• “Prospectus Posting Date”

• the date of despatch of the Prospectus Documents as the Underwriters may agree in writing with the Company

• 3 -

Definitions

• “Qualifying Shareholder(s)” the Shareholder(s), other than the Excluded Shareholders, whose name(s) appear on the register of members of the Company at the close of business on the Record Date

• “Record Date” 5:30 p.m. on Thursday, 1 September 2011, being the date be reference to which entitlement to the Rights Issue will be determined

• “Rights Issue” the proposed issue by way of rights of the Rights Shares at the Subscription Price on the basis of ten Rights Shares for every Share to the Qualifying Shareholders

• “Rights Shares” 635,634,130 new Shares proposed to be offered to the Qualifying Shareholders for subscription pursuant to the Rights Issue

• “SGM” A special general meeting of the Company held at 4.00 p.m. on 24 August 2011 during which the Independent Shareholders approved, amongst other things, the Rights Issue by the way of poll

• “Share(s)” ordinary share(s) of HK$0.01 each in the share capital of the Company immediately following the Capital Reorganisation became effective at 5:00 p.m. on Wednesday, 24 August 2011

• “Share Options” share options granted by the Company to eligible participants of its share option scheme carrying rights to subscribe for a maximum of 690,000 Shares

• “Shareholder(s)” holder(s) of the Shares “Stock Exchange” The Stock Exchange of Hong Kong Limited “Subscription Price” subscription price of HK$0.15 per Rights Share “Underwriters” Mr. Shiu and Kingston Securities “Underwriting Agreement” the underwriting agreement dated 29 June 2011 entered into between the Company and the Underwriters in relation to the Rights Issue

• “Underwritten Shares” 630,662,410 Rights Shares

• 4 -

Definitions

• “Untaken Shares”

those Underwritten Shares not accepted by Qualifying Shareholders or for which duly completed PALs and EAFs (accompanied by cheques or banker’s cashier orders for the full amount payable on acceptance which are honoured on first or, at the discretion of the Underwriters, subsequent presentation) have not been received by the Latest Time for Acceptance

• “HK$” Hong Kong Dollars, the lawful currency of Hong Kong

• “%”

per cent

• 5 -

TerminaTion of The UnderwriTing agreemenT

TerminaTion of The UnderwriTing agreemenT

The Underwriters will be entitled to terminate the Underwriting Agreement if, on or before 4:00 p.m. on the Latest Time for Termination:

• (1) in the absolute opinion of Kingston Securities, the success of the Rights Issue would be materially and adversely affected by:

• 1.1 the introduction of any new law or regulation or any change in existing law or regulation (or the judicial interpretation thereof) or other occurrence of any nature whatsoever which may in the absolute opinion of Kingston Securities materially and adversely affect the business or the financial or trading position or prospects of the Group as a whole or is materially adverse in the context of the Rights Issue; or

• 1.2 the occurrence of any local, national or international event or change (whether or not forming part of a series of events or changes occurring or continuing before, and/or after the date thereof) of a political, military, financial, economic or other nature (whether or not ejusdem generis with any of the foregoing), or in the nature of any local, national or international outbreak or escalation of hostilities or armed conflict, or affecting local securities markets which may, in the absolute opinion of Kingston Securities materially and adversely affect the business or the financial or trading position or prospects of the Group as a whole or materially and adversely prejudice the success of the Rights Issue or otherwise makes it inexpedient or inadvisable to proceed with the Rights Issue; or

• (2) any material adverse change in market conditions (including without limitation, any change in fiscal or monetary policy, or suspension or material restriction or trading in securities) occurs which in the absolute opinion of Kingston Securities makes it inexpedient or inadvisable to proceed with the Rights Issue; or

• (3) there is any change in the circumstances of the Company or any member of the Group which in the absolute opinion of Kingston Securities will adversely affect the prospects of the Company, including without limiting the generality of the foregoing the presentation of a petition or the passing of a resolution for the liquidation or winding up or similar event occurring in respect of any of member of the Group or the destruction of any material asset of the Group; or

• (4) any event of force majeure including, without limiting the generality thereof, any act of God, war, riot, public disorder, civil commotion, fire, flood, explosion, epidemic, terrorism, strike or lock-out; or

• (5) any other material adverse change in relation to the business or the financial or trading position or prospects of the Group as a whole whether or not ejusdem generis with any of the foregoing; or

• 6 -

TerminaTion of The UnderwriTing agreemenT

• (6) any matter which, had it arisen or been discovered immediately before the date of the Prospectus and not having been disclosed in the Prospectus, would have constituted, in the absolute opinion of Kingston Securities, a material omission in the context of the Rights Issue; or

• (7) any suspension in the trading of the Company’s securities on the Stock Exchange for a period of more than ten consecutive business days, excluding any suspension in connection with the clearance of the Announcement or the Prospectus Documents or other announcements or circulars in connection with the Rights Issue,

then the Underwriters shall be entitled by notice in writing to the Company, served prior to the Latest Time for Termination, to terminate the Underwriting Agreement.

Upon the giving of such notice, all obligations of the Underwriters under the Underwriting Agreement shall cease and determine and no party shall have any claim against any other parties in respect of any matter or thing arising out of or in connection with the Underwriting Agreement and the Company shall not be liable to pay any underwriting commission.

• 7 -

Letter from the board

UNLImIted CreatIVItY hoLdINGS LImIted 無限創意控股有限公司

(Continued into Bermuda with limited liability)

(Stock Code: 8079)

Executive Directors: Mr. Shiu Yeuk Yuen Mr. Leung Ge On Andy

Registered office: Canon’s Court 22 Victoria Street Hamilton HM 12 Bermuda

Independent Non-executive Directors:

Mr. Hung Anckes Yau Keung, FCPA (Practising), FCCA, CICPA, CGA Mr. Siu Yim Kwan, Sidney, S.B.St.J. Mr. Tsui Pui Hung, Walter, LL.B. (Hons), LL.M, BSc (Hons)

Head office and principal place of business in Hong Kong: 1/F & 2/F, Morrison Plaza, 9 Morrison Hill Road, Wanchai Hong Kong

2 September 2011

To the Shareholders,

Dear Sir or Madam,

rIGhtS ISSUe of 635,634,130 rIGhtS ShareS at hK$0.15 Per rIGhtS Share oN the baSIS of teN rIGhtS ShareS for eVerY oNe Share heLd oN the reCord date

INtrodUCtIoN

On 29 June 2011, the Company announced that the Board proposed, amongst other things, to raise not less than HK$95.34 million and not more than HK$96.39 million, before expenses, by way of a Rights Issue of not less than 635,634,130 Rights Shares and not more than 642,534,130 Rights Shares at the Subscription Price of HK$0.15 per Rights Share on the basis of ten Rights Shares for every one Share held on the Record Date payable in full upon application.

At the SGM held on 24 August 2011, the necessary resolutions approving, amongst other things, the Capital Reorganisation and the Rights Issue, were duly passed by the Shareholders and the Independent Shareholders respectively by way of poll. The Capital Reorganisation has become effective at 5:00 p.m. on Wednesday, 24 August 2011.

The purpose of this prospectus is to provide you with, among other things further details about the Rights Issue.

• 8 -

Letter from the board

rIGhtS ISSUe

Issue statistics

Basis of the Rights Issue:

Ten Rights Shares for every one Share held on the Record Date

Number of Shares in issue as at the Latest Practicable Date:

63,563,413 Shares

Number of Rights Shares:

635,634,130 Rights Shares on the basis of ten Rights Shares for every one Share held on the Record Date

• Total number of Shares in issue upon completion of Rights Issue:

699,197,543 Shares

• Subscription Price per Rights Share:

HK$0.15

The Rights Shares to be provisionally allotted represents:

• (i) 1,000% of the existing issued share capital of the Company; and

• (ii) approximately 90.91% of the Company’s issued share capital as enlarged by the issue of the Rights Issue.

As at the Latest Practicable Date, the Company has outstanding Share Options carrying rights to subscribe for a maximum of 690,000 Shares. Save for the Share Options, the Company has no other outstanding convertible securities, options or warrants in issue which confer any right to subscribe for, convert or exchange into Shares.

Subscription Price

The Subscription Price of HK$0.15 per Rights Share will be payable in full upon application for the Rights Shares. The Subscription Price represents:

• (a) a discount of approximately 58.90% to the closing price of HK$0.365 per Share as quoted on the Stock Exchange on the Latest Practicable Date;

• (b) a discount of approximately 82.14% to the adjusted closing price of HK$0.84 per Share based on the closing price of HK$0.084 per Pre-Adjusted Share as quoted on the Stock Exchange on the Last Trading Day and adjusted for the effect of the Capital Reorganisation;

• 9 -

Letter from the board

• (c) a discount of approximately 82.27% to the adjusted average closing price of approximately HK$0.846 per Share for the last 5 consecutive trading days as quoted on the Stock Exchange up to and including the Last Trading Day and adjusted for the effect of the Capital Reorganisation;

• (d) a discount of approximately 29.58% to the theoretical ex-entitlement price of approximately HK$0.213 per Share based on the closing price of HK$0.084 per Pre-Adjusted Share as quoted on the Stock exchange on the Last Trading Day and adjusted for the effect of the Capital Reorganisation; and

• (e) a discount of approximately 94.25% to the audited consolidated net asset value of HK$2.61 per Share (based on 635,634,130 issued Pre-Adjusted Shares as at the date of the Last Trading Date and net asset value of the Group of approximately HK$165,718,000 as at 31 March 2011 and adjusted for the effect of the Capital Reorganisation).

The Subscription Price was arrived at after arm’s length negotiation between the Company and the Underwriters with reference to, among other things, the market price of the Shares under the prevailing market conditions. As the Rights Shares are issued to all Qualifying Shareholders, the Directors (excluding the independent non-executive Directors) consider that the discount of the Subscription Price would encourage the Qualifying Shareholders to participate in the Rights Issue and accordingly maintain their pro-rata shareholding in the Company and participate in the future growth of the Group. The Directors consider the Subscription Price is fair and reasonable and in the interests of the Company and the Shareholders as a whole.

The net Subscription Price per Rights Share upon full acceptance of the relevant provisional allotment of Rights Shares is expected to be approximately HK$0.1448 per Rights Share.

Status of the rights Shares

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

Qualifying Shareholders

The Rights Issue will only be available to the Qualifying Shareholders.

To qualify for the Rights Issue, a Shareholder must be registered as a member of the Company at the close of business on the Record Date and not be an Excluded Shareholder.

In order to be registered as a member of the Company on the Record Date, Shareholders must lodge any transfer of the Shares (together with the relevant share certificates) with the Company’s branch registrar, Tricor Standard Limited of 26[th] Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai Hong Kong by no later than 4:30 p.m. on the Latest Lodging Date.

• 10 -

Letter from the board

Closure of register of members

The Company’s register of members will be closed from Tuesday, 30 August 2011 to Thursday, 1 September 2011, both dates inclusive, for the purpose of determining the entitlements of the Qualifying Shareholders to the Rights Issue. No transfer of Shares will be registered during this period.

rights of overseas Shareholders

The Prospectus Documents are not intended to be registered under the applicable securities legislation of any jurisdiction other than Hong Kong.

According to the register of members of the Company as at the Record Date, there were four Overseas Shareholders with registered address in Macau. The Company has made enquiries pursuant to Rule 17.41 of the GEM Listing Rules regarding the feasibility of extending the Rights Issue to these Overseas Shareholders. Based on the advice provided by the legal counsels on the laws of Macau currently in force and having regard the likely costs and time involved if overseas compliance were to be observed, the Board is of the opinion that it would be necessary or expedient to exclude such Overseas Shareholder whose registered address is in Macau as shown on the register of member of the Company on the Record Date from the Rights Issue. Accordingly, the Overseas Shareholder whose registered address is in Macau will be regarded as an Excluded Shareholder. The Company will send a copy of the Prospectus to the Excluded Shareholder(s) for his/her information only on the Prospectus Posting Date.

It is the responsibility of any person (including but without limitation to nominee, agent and trustee) receiving a copy of this Prospectus or any of the related application forms outside Hong Kong and wishing to take up the Rights Shares to satisfy himself/herself/itself as to the full observance of the laws of the relevant territory including the obtaining of any governmental or other consents for observing any other formalities which may be required in such territory or jurisdiction, and to pay any taxes, duties and other amounts required to be paid in such territory or jurisdiction in connection therewith. Any acceptance by any person will be deemed to constitute a representation and warranty from such person to the Company that these local laws and requirements have been complied with. If you are in any doubt as to your position, you should consult your professional advisers.

The Company will send the Prospectus Documents to the Qualifying Shareholders and will send the Prospectus (without the application form in respect of taking up of Rights Shares), for information only, to the Excluded Shareholders on the Prospectus Posting Date.

rights of the excluded Shareholders

Arrangements will be made for Rights Shares which would otherwise have been provisionally allotted to the Excluded Shareholders to be sold in the market in their nil-paid form as soon as practicable after dealings in the nil-paid Rights Shares commence, if a premium (net of expenses) can be obtained. The proceeds of such sale, less expenses, of more than HK$100 will be paid pro rata to the Excluded Shareholders. The Company will retain individual amounts of HK$100 or less for the benefits of the Company. Any unsold entitlement of Excluded Shareholders, together with any Rights Shares provisionally allotted but not accepted, will be made available for excess application by the Qualifying Shareholders.

• 11 -

Letter from the board

application for excess rights Shares

Qualifying Shareholders may apply, by way of excess application, for any unsold entitlements of the Excluded Shareholders and for any Rights Shares provisionally allotted but not accepted.

The Directors will allocate the excess Rights Shares at their discretion on a fair and equitable basis on the following principles:

• (a) excess Rights Shares will be allocated to applicants with reference to their respective shareholdings in the Company as at the Record Date; and

• (b) subject to availability of excess Rights Shares after allocation under principal (a) above, any remaining excess Rights Shares will be allotted to applicants in proportion to the number of excess Rights Shares being applied for under each application.

The Qualifying Shareholders whose Shares are held by a nominee company should note that for the purposes of the principles above, the Board will regard the nominee company (including HKSCC Nominees Limited) as a single Shareholder according to the register of members of the Company. Accordingly, Qualifying Shareholders should note that the aforesaid arrangement in relation to the allocation of the excess Rights Shares on the basis of top-up arrangement will not be extended to beneficial owners individually.

Shareholders or potential investors should note that the number of excess Rights Shares which may be allocated to them may be different where they make applications for excess Rights Shares by different means, such as making applications in their own names as against through nominees who also hold Shares for other Shareholders/investors. Shareholders and investors should consult their professional advisors if they are in any doubt as to whether they should register their shareholding in their own names and apply for the excess Rights Shares themselves.

Application for excess Rights Shares may be made by completing and signing the enclosed EAF in accordance with the instructions printed thereon and lodging it, together with a separate remittance for the full amount payable on application in respect of the excess Rights Shares applied for, with the Registrar by not later than 4:00 p.m. on Monday, 19 September 2011. All remittances must be made in Hong Kong dollars. Cheques must be drawn on an account with, and banker’s cashier orders must be issued by, a licensed bank in Hong Kong and made payable to “Unlimited Creativity Holdings Limited – Excess Application Account” and crossed “Account Payee Only”.

If no excess Rights Shares are allotted to the Qualifying Shareholders, the amount tendered on application is expected to be returned to such Qualifying Shareholders in full by ordinary post at their own risk to their registered addresses on or before Monday, 26 September 2011. If the number of excess Rights Shares allotted to the Qualifying Shareholders is less than that applied for, the surplus application money is also expected to be returned to them by ordinary post at their own risk to their registered addresses on or before Monday, 26 September 2011. All cheques or banker’s cashier orders will be presented for payment upon receipt and all interest earned on such monies, if any, will be

• 12 -

Letter from the board

retained for the benefit of the Company. Completion and return of the EAF together with a cheque or banker’s cashier order in payment for the excess Rights Shares applied for will constitute a warranty by the applicant that the cheque or banker’s cashier order will be honoured on first presentation. If the cheque or banker’s cashier order is dishonoured on first presentation, the application for excess Rights Shares is liable to be rejected.

The EAF is for use only by the person(s) to whom it is addressed and is not transferable. All documents, including cheques or banker’s cashier orders for amounts due, will be sent by ordinary post at the risk of the persons entitled thereto to their registered addresses by the Registrar.

If the conditions of the Rights Issue are not fulfilled by the Latest Time For Termination, the Rights Issue will not proceed and the monies received in respect of application for excess Rights Shares without interest will be returned to the applicants by means of cheques crossed “Account Payee Only” to be despatched by ordinary post to their registered addresses and, in the case of joint applicants, to the registered address of the applicant whose name first appears on the register of members of the Company at the risk of such applicant(s) on or before Monday, 26 September 2011.

fractions of rights Issue

On the basis of provisional allotment of ten Rights Shares for every one Share held by the Qualifying Shareholders on the Record Date, no fractional entitlements to the Rights Shares will arise under the Rights Issue.

Share certificates and refund cheques for the rights Shares

Subject to the fulfillment of the conditions of the Rights Issue, share certificates for all fullypaid Rights Shares are expected to be posted to the Qualifying Shareholders by ordinary post at their own risk on or before Monday, 26 September 2011. One share certificate will be issued for all the Rights Shares allotted to the applicant. Refund cheques in respect of wholly or partially unsuccessful applications for excess Rights Shares (if any) are expected to be posted on or before Monday, 26 September 2011 by ordinary post to the applicants at their own risk.

The first day of dealing in the Rights Shares in their fully-paid form is expected to commence on Wednesday, 28 September 2011.

application for listing of the rights Shares

The Company has applied to the GEM Listing Committee of the Stock Exchange for the listing of, and permission to deal in, the Rights Shares in both their nil-paid and fully-paid forms to be allotted and issued pursuant to the Rights Issue.

Dealings in the Rights Shares in both nil-paid and fully-paid forms which are registered in the branch register of members of the Company in Hong Kong will be subject to the payment of stamp duty, Stock Exchange trading fee, transaction levy or any other applicable fees and charges in Hong Kong. The Rights Shares in nil-paid form will be traded in board lots of 20,000.

• 13 -

Letter from the board

Subject to the granting of the listing of, and permission to deal in, the Rights Shares in both nil-paid and fully-paid forms on the Stock Exchange, the Rights Shares will be accepted as eligible securities by HKSCC for deposit, clearance and settlement in CCASS with effect from the commencement date of dealings in the Rights Shares (in both nil-paid and fully-paid forms) on the Stock Exchange or such other date 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 settlement day thereafter. All activities under CCASS are subject to the General Rules of CCASS and CCASS Operational Procedures in effect from time to time.

Irrevocable Undertaking

As at the date of entering into of the Irrevocable Undertaking, Mr. Shiu and his respective associates were interested in 4,971,728 Pre-Adjusted Shares (being 497,172 Shares) in aggregate, representing approximately 0.78% of the existing issued share capital of the Company. Pursuant to the Irrevocable Undertaking, Mr. Shiu has given an irrevocable undertaking in favour of the Company and Kingston Securities that (i) he will subscribe for or procure subscriptions for 4,971,720 Rights Shares to which he and his respective associates will be entitled under the Rights Issue; and (ii) the Shares comprising him and his respective associates’ current shareholding will remain registered in the names of him or his respective associates at the close of business on the Record Date as they are on the date of the Irrevocable Undertaking. Mr. Shiu has confirmed to the Company that Mr. Shiu and his associates will not apply for excess Rights Shares.

UNderWrItING arraNGemeNt

Underwriting agreement

Date: 29 June 2011

Underwriters:

Mr. Shiu and Kingston Securities

To the best of the Directors’ knowledge and information, Kingston Securities and its ultimate beneficial owners are third parties independent of and not connected with the Company and its connected persons. As at the Latest Practicable Date, Kingston Securities is holding two Shares.

Number of Rights Shares:

Not less than 635,634,130 Rights Shares (assuming the outstanding Share Options not being exercised) and not more than 642,534,130 Right Shares (assuming the outstanding share options being exercised in full on or before the Record Date).

Number of Rights Shares The Underwriters have agreed to fully underwrite not less than underwritten: 630,662,410 Underwritten Shares and not more than 637,562,410 Underwritten Shares not taken up by the Shareholders pursuant to the Underwriting Agreement in the following manner:

• 14 -

Letter from the board

• (a) Mr. Shiu shall subscribe for or procure subscription for the first of such number up to 126,132,000 Untaken Shares (assuming the outstanding Share Options not being exercised) or up to 127,512,000 Untaken Shares (assuming the outstanding Share Options being exercised in full); and

• (b) Kingston Securities shall subscribe for or procure subscription for up to 504,530,410 Untaken Shares (assuming the outstanding Share Options not being exercised) or up to 510,050,410 Untaken Shares (assuming the outstanding Share Options being exercised in full).

Underwriting commission:

• (a) for Mr. Shiu, 2.0% of the aggregate Subscription Price of the maximum number of Underwritten Shares underwritten by Mr. Shiu, being 127,512,000 Underwritten Shares; and

• (b) for Kingston Securities, 2.0% of the aggregate Subscription Price of the maximum number of Underwritten Shares underwritten by Kingston Securities, being 510,050,410 Underwritten Shares.

As at the Latest Practicable Date, none of the outstanding 690,000 Share Options was exercised and all of them remained outstanding.

As at the Latest Practicable Date, Mr. Shiu and his associates together are interested in 2,031,172 Shares, or approximately 3.2% of the existing issued share capital of the Company. Mr. Shiu, also an executive Director, will act as one of the Underwriters under the Rights Issue. Therefore, Mr. Shiu is a connected person of the Company (as defined under the GEM Listing Rules).

The entering into the Underwriting Agreement between the Company and Mr. Shiu constitutes a connected transaction for the Company pursuant to Rule 20.31(3)(c) of the GEM Listing Rules. Provided that Rule 10.31(2) of the GEM Listing Rules has been complied with, the Underwriting Agreement was exempted from the reporting, announcement and independent shareholders approval requirements.

The Rights Issue is fully underwritten. Pursuant to the Underwriting Agreement, Kingston Securities undertakes and warrants to the Company that:

• (a) it will ensure that the subscribers or purchasers of the Untaken Shares procured by it or by the sub-underwriters are third parties independent of and not acting in concert with the directors, chief executive or substantial shareholders (if any) of the Company or any of its subsidiaries or any of their respective associates;

• 15 -

Letter from the board

• (b) no such subscriber or purchaser of the Untaken Shares shall be procured by it or by the sub-underwriters if allotment and issue of any Rights Shares to it would result in it and its associates, when aggregated with the Shares (if any) already held by them holding 29.99% or more of the enlarged issued share capital of the Company immediately after completion of the Rights Issue; and

• (c) in performing its undertaking obligations under the Underwriting Agreement, no subscriber or purchaser of the Underwritten Shares will become a substantial shareholder of the Company immediately after completion of the Rights Issue.

The terms of the Underwriting Agreement are agreed after arm’s length negotiation between the Company and the Underwriters by reference to the existing financial position of the Group, the size of the Rights Issue, and the current and expected market condition. The Directors consider that the terms of the Underwriting Agreement are fair and reasonable so far as the Company and the Shareholders are concerned.

As at the Latest Practicable Date, the Board has not received any information from any substantial shareholders of their infection to subscribe for their entitlement under the Rights Issue. Save for the Irrevocable Undertaking provided by Mr. Shiu, the Board has not received any information or irrevocable undertakings from any other Shareholders of their intention to take up their assumed entitlements under the Rights Issue.

termination of the Underwriting agreement

The Underwriters will be entitled to terminate the Underwriting Agreement if, on or before 4:00 p.m. on the Latest Time for Termination:

• (1) in the absolute opinion of Kingston Securities, the success of the Rights Issue would be materially and adversely affected by:

• (i) the introduction of any new law or regulation or any change in existing law or regulation (or the judicial interpretation thereof) or other occurrence of any nature whatsoever which may in the absolute opinion of Kingston Securities materially and adversely affect the business or the financial or trading position or prospects of the Group as a whole or is materially adverse in the context of the Rights Issue; or

• (ii) the occurrence of any local, national or international event or change (whether or not forming part of a series of events or changes occurring or continuing before, and/or after the date thereof) of a political, military, financial, economic or other nature (whether or not ejusdem generis with any of the foregoing), or in the nature of any local, national or international outbreak or escalation of hostilities or armed conflict, or affecting local securities markets which may, in the absolute opinion of Kingston Securities materially and adversely affect the business or the financial or trading position or prospects of the Group as a whole or materially and adversely prejudice the success of the Rights Issue or otherwise makes it inexpedient or inadvisable to proceed with the Rights Issue; or

• 16 -

Letter from the board

• (2) any material adverse change in market conditions (including without limitation, any change in fiscal or monetary policy, or suspension or material restriction or trading in securities) occurs which in the absolute opinion of Kingston Securities makes it inexpedient or inadvisable to proceed with the Rights Issue; or

• (3) there is any change in the circumstances of the Company or any member of the Group which in the absolute opinion of Kingston Securities will adversely affect the prospects of the Company, including without limiting the generality of the foregoing the presentation of a petition or the passing of a resolution for the liquidation or winding up or similar event occurring in respect of any of member of the Group or the destruction of any material asset of the Group; or

• (4) any event of force majeure including, without limiting the generality thereof, any act of God, war, riot, public disorder, civil commotion, fire, flood, explosion, epidemic, terrorism, strike or lock-out; or

• (5) any other material adverse change in relation to the business or the financial or trading position or prospects of the Group as a whole whether or not ejusdem generis with any of the foregoing; or

• (6) any matter which, had it arisen or been discovered immediately before the date of the Prospectus and not having been disclosed in the Prospectus, would have constituted, in the absolute opinion of Kingston Securities, a material omission in the context of the Rights Issue; or

• (7) any suspension in the trading of the Company’s securities on the Stock Exchange for a period of more than ten consecutive business days, excluding any suspension in connection with the clearance of the Announcement or the Prospectus Documents or other announcements or circulars in connection with the Rights Issue,

then the Underwriters shall be entitled by notice in writing to the Company, served prior to the Latest Time for Termination, to terminate the Underwriting Agreement.

Upon the giving of such notice, all obligations of the Underwriters under the Underwriting Agreement shall cease and determine and no party shall have any claim against any other parties in respect of any matter or thing arising out of or in connection with the Underwriting Agreement and the Company shall not be liable to pay any underwriting commission.

• 17 -

Letter from the board

Conditions of the Underwriting agreement

The Rights Issue is conditional upon the following conditions having been fulfilled and/or waived:

• (1) the delivery to the Stock Exchange for authorisation and the registration with the Registrar of Companies in Hong Kong respectively one copy of each of the Prospectus duly signed by two Directors (or by their agents duly authorised in writing) as having been approved by resolution of the Directors (and all other documents required to be attached thereto) and otherwise in compliance with the GEM Listing Rules and the Companies Ordinance not later than the Prospectus Posting Date and, if necessary, the filing of the Prospectus with the Registrar of Companies in Bermuda in compliance with the Companies Act;

• (2) the posting of the Prospectus Documents to the Qualifying Shareholders and the posting of the Prospectus and a letter in the agreed form to the Excluded Shareholders, if any, for information purpose only explaining the circumstances in which they are not permitted to participate in the Rights Issue on or before the Prospectus Posting Date;

• (3) the GEM Listing Committee of the Stock Exchange granting or agreeing to grant (subject to allotment) and not having withdrawn or revoked listing of and permission to deal in the Rights Shares (in both nil-paid and fully-paid forms) by no later than the first day of their dealings;

• (4) the Underwriting Agreement not being terminated by the Underwriters pursuant to the terms thereof on or before the Latest Time for Termination;

• (5) the passing of the necessary resolution(s) by the Shareholders at the SGM to approve the Rights Issue, the allotment and issue of the Rights Shares and the transactions contemplated hereunder;

• (6) the Capital Reorganisation having become effective;

• (7) compliance with and performance by the Company of all the undertakings and obligations under the terms of the Underwriting Agreement;

• (8) compliance with and performance of all the undertakings and obligations of Mr. Shiu under the terms of the Underwriting Agreement; and

• (9) if necessary, the obtaining of the consent or permission from the Bermuda Monetary Authority in respect of the issue of the Rights Shares.

If any of the conditions set out above is not satisfied and/or waived in whole or in part (conditions 1 to 6 and 9 above cannot be waived) by the Underwriters by the Latest Time for Termination, the obligations of the parties thereto shall terminate and no party shall have any claim against the other party for costs, damages, compensation or otherwise. As at the Latest Practicable Date, conditions (5) and (6) above have been satisfied.

• 18 -

Letter from the board

ChaNGeS IN SharehoLdING StrUCtUre

The changes in the shareholding structure of the Company arising from the Rights Issue are as follows:

directors Mr. Shiu and his associates_(Note 4) Mr. Leung Ge On Andy Public Shareholders Kingston Securities Ms. Lam Yin Ming(Note 5)_ Other public shareholders total	as at the Latest Practicable date No. of Shares % 2,031,172 3.20 420,000 0.66 2 0.00 52,445 0.08 61,059,794 96.06 63,563,413 100.00	Immediately after completion of the rights Issue (assuming all rights Shares are taken up by the Qualifying Shareholders) No. of Shares % 22,342,892 3.20 4,620,000 0.66 22 0.00 85,916,895 12.29 586,317,734 83.85 (Note 3) 699,197,543 100.00	Immediately after completion of the rights Issue (assuming none of the rights Shares are taken up by the Qualifying Shareholders except for mr. Shiu and his associates pursuant to the Irrevocable Undertaking)(Note 1) No. of Shares % 133,134,892 19.04 420,000 0.06 504,530,412 72.16 52,445 0.01 61,059,794 8.73 699,197,543 100.00	Immediately after completion of the rights Issue (assuming none of the rights Shares are taken up by the Qualifying Shareholders except for mr. Shiu and his associates pursuant to the Irrevocable Undertaking)(Note 1) No. of Shares % 133,134,892 19.04 420,000 0.06 504,530,412 72.16 52,445 0.01 61,059,794 8.73 699,197,543 100.00
				100.00

Notes:

1. The assumption that no Rights Shares are subscribed by the Qualifying Shareholders is for illustrative purpose only. Under the Underwriting Agreement, Kingston Securities undertakes and warrants that:

2. (i) it will ensure that the subscribers or purchasers of the Untaken Shares procured by it or by the subunderwriters are third parties independent of and not acting in concert with the directors, chief executive or substantial shareholders (if any) of the Company or any of its subsidiaries or any of their respective associates;

3. (ii) no such subscriber or purchaser of the Untaken Shares shall be procured by it or by the sub-underwriters if allotment and issue of any Rights Shares to it would result in it and its associates, when aggregated with the Shares (if any) already held by them holding 29.99% or more of the enlarged issued share capital of the Company immediately after completion of the Rights Issue; and

4. (iii) in performing its undertaking obligations under the Underwriting Agreement, no subscriber or purchaser of the Underwritten Shares will become a substantial shareholder of the Company immediately after completion of the Rights Issue.

5. 19 -

Letter from the board

1. The Underwriters shall ensure that the public float requirements under the Rule 11. 23 of the GEM Listing Rules are complied with upon completion of the Rights Issue.

2. For illustrative purpose, fractional Consolidated Share of individual Shareholders of less than one Consolidated Share will be aggregated in the number of Shares held by public Shareholders as the remaining figure.

3. Mr. Shiu and his associates have purchased a total of 1,534,000 Shares (as adjusted for the Capital Reorganisation) subsequent to the date of Irrevocable Undertaking until the Latest Practicable Date, as such, as at the Latest Practicable Date, Mr. Shiu and his associates are interested in a total of 2,031,172 Shares.

4. To the best of the Directors’ information, knowledge and belief, after making all reasonable enquiries, Ms. Lam Yin Ming is a third party independent of the Company and its associates. On the Record Date, Ms. Lam Yin Ming was interested in 8,586,445 Shares. As such, she will be entitled to 85,864,450 Rights Shares. Ms. Lam has disposed of 8,534,000 Shares subsequent to the Record Date.

reasons for the rights Issue and the use of proceeds

The Company is an investment holding company and the Group is principally engaged in the retailing of beauty products and provision of beauty services, clinical services, in Hong Kong and Macau, property investment, financial instruments and quoted shares investment and money lending business in Hong Kong.

With a view to further develop the business of the Group, in particular the money lending business, the Board considers that it is prudent to finance the Group’s development by way of the Rights Issue which will not only strengthen the Group’s capital base and enhance its financial position without increasing the finance costs, but will also allow all Qualifying Shareholders the opportunity to participate in the development of the Company through the Rights Issue at a price lower than the current market price of the Shares. The Board considers that the Rights Issue is in the interests of the Company and the Shareholders as a whole as it offers all Qualifying Shareholders an equal opportunity to participate in the enlargement of the capital base of the Company and enable the Qualifying Shareholders to maintain their proportionate interests in the Company and continue to participate in the future development of the Group should they wish to do so.

The estimated expenses of approximately HK$3 million in relation to the Rights Issue, including financial, legal and other professional advisory fees, underwriting commission and printing expenses will be borne by the Company. Assuming all Qualifying Shareholders taking up their entitlements under the Rights Issue, the Company will receive gross proceeds of approximately HK$95.34 million and the estimated net proceeds of the Rights Issue after deducting expenses are approximately HK$92.05 million. The net price per Rights Shares upon full acceptance of the relevant provisional allotment of the Rights Shares is approximately HK$0.1448. It is intended that approximately HK$45 million will be applied to further develop our money lending business, approximately HK$25 million will be applied to repay existing mortgage of the Group, approximately HK$10 million will be applied to potential investment opportunities in relation to the research and development of electronic books and its relevant applications, and the remaining balance will be applied towards the general working capital of the Company. The Company has not entered into any binding agreement in relation to the aforementioned potential investment opportunities relating to electronic books.

Since the disposal of the Group’s beauty services and clinical services in Hong Kong and the PRC in October 2010, the Group has been putting more resources in its money lending business, which has shown substantial growth in turnover and produced satisfactory profit to the Group during the year

• 20 -

Letter from the board

ended 31 March 2011. The Group will continue to further develop its money lending business. At the same time, the Group has also been seeking new investment opportunities to broaden the business scope of the Group in order to maximise the return to Shareholders. In view of the increasing popularity of multi-media phones and devices, the Board is of the view that tapping into the multi-media contents and applications businesses such as development of electronic books and the relevant applications could facilitate the future growth and profitability of the Group.

An electronic book (also typically called e-book or digital book) is a book-length publication in digital form, consisting of text, images or both and is readable on computers or other electronic devices. The electronic book markets has been growing at a pace beyond expectations. In the United States, the sales of electronic books has doubled in 2009. According to a survey conducted in 2010 at the Hong Kong Book Fair, it was found that readers considered the Internet as an important channel for obtaining information on new books and that there is a growing popularity of “e-reading” with electronic books in Hong Kong. At the 22nd Hong Kong Book Fair, there was a special zone for electronic books to accommodate the growing popularity of electronic reading technology. The Directors believe that electronic reading is gradually becoming part of the modern urban lifestyle.

As disclosed in the Circular for the purpose of evaluating and assessing the feasibility of the potential new business, the Directors have been having preliminary discussions with various publishers and software consultants. As at the Latest Practicable Date, the discussions are still at a preliminary stage. In addition, our two executive Directors, Mr. Shiu and Mr. Leung Ge On Andy, have both been involved in the information and media industry. Mr. Shiu is a well-known person in the media and entertainment industry in Hong Kong. Mr. Shiu has been involved in numerous movie production, critics in various newspapers and talk shows on radio stations; Mr. Leung Ge On Andy was the executive director of Skynet (International Group) Holdings Limited (currently known as Paul Y. Engineering Holdings Limited, stock code: 577) for the period from April 1996 to April 2002. Both Mr. Shiu and Mr. Leung Ge On Andy have been keeping in touch with the information and media industry since they left their respective positions. The Company will be able to benefit from their experience in the information and media industry in exploring and developing its potential new business of electronic books and its applications. The potential new business will involve purchasing of certain intellectual property rights of selected publications for the purpose of developing such publications into electronic books for sales. The Company may, possibly together with business partners, also be developing multi-media applications relevant to electronic books. The Company intends to employ a number of new staff to assist the two executive Directors in executing the Company’s potential new business. It is intended that approximately HK$6 million of the proceeds from the Rights Issue will be applied towards purchasing of intellectual property rights for the purpose of developing electronic books and approximately HK$4 million will be applied towards employing new staff especially for this new business, purchasing software platforms for purpose of developing electronic books.

ProCedUreS for aCCePtaNCe aNd/or traNSfer

Qualifying Shareholders will find enclosed with this Prospectus and the PALs which entitles the Qualifying Shareholders to subscribe for the number of Rights Shares shown therein. If a Qualifying Shareholder wishes to exercise his/her/its rights to subscribe for the number of the Rights Shares specified in the PALs, the Qualifying Shareholders must lodge the PALs in accordance with the instructions printed thereon, together with a remittance for the full amount payable on acceptance,

• 21 -

Letter from the board

with the Registrar by no later than 4:00 p.m. on Monday, 19 September 2011. All remittances must be made by cheques or cashier orders in Hong Kong dollars. Cheques must be drawn on an account with, and cashier orders must be issued by, a licensed bank in Hong Kong and made payable to “Unlimited Creativity Holdings Limited – Rights Issue Account” and crossed “ACCOUNT PAYEE ONLY”.

It should be noted that unless the duly completed PAL, together with the appropriate remittance, has been lodged with the Registrar at 26/F., Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong, by no later than 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, the relevant assured allotment and all rights and entitlements thereunder will be deemed to have been declined and will be cancelled.

If the Qualifying Shareholders wish to accept only part of their provisional allotment or transfer a part of their rights to subscribe for the Rights Shares provisionally allotted to them under the PAL, the PAL must be surrendered for cancellation by not later than 4:30 p.m. on Thursday, 8 September 2011 to the Registrar at 26/F., Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong, who will cancel the original PAL and issue new PALs in the denomination required. The new PALs will be available for collection at the office of the Registrar after 9:00 a.m. on the second Business Day after the surrender of the original PAL.

The PAL contains further information regarding the procedures to be followed if Qualifying Shareholders wish to accept the whole or part of their assured allotment. All cheques and cashier orders accompanying completed PAL will be presented for payment immediately upon receipt and all interest earned on such monies (if any) will be retained for the benefit of the Company. Completion and return of a PAL with a cheque and/or a cashier’s order will constitute a warranty by the applicant that the cheque and/or the cashier’s order will be honoured on first presentation. Without prejudice to the other rights of the Company in respect thereof, the Company reserves the right to reject any PAL in respect of which the accompanying cheque and/or cashier order is dishonoured on first presentation, and, in such event, the relevant assured allotment and all rights and entitlements given pursuant to which will be deemed to have been declined and will be cancelled.

No receipt will be issued in respect of any acceptance monies received. If the conditions of the Underwriting Agreement are not fulfilled and/or the Underwriting Agreement is terminated in accordance with its terms before the Latest Time For Termination, the monies received in respect of acceptance of Rights Shares will be returned to the Qualifying Shareholders or, in case of joint applicants, to the first-named person without interest by means of cheques despatched by ordinary post to the respective addresses specified in the register of members of the Company at their own risk as soon as practicable thereafter.

rISK faCtorS

Shareholders and prospective investors should be aware that the Group is exposed to certain degree of potential risks which include, but are not limited to, the following:

• 22 -

Letter from the board

1. risks involved in investing in a new business and running different lines of business

The investment in the new business sector of research and development in electronic books and its relevant applications may pose challenges to the Group’s administrative, financial and operational resources. Since the Group does not have any exposure to or experience in the new business, it is not in a position to assure the timing and amount of any return that may be generated from the new business, nor is it certain to control the operational risks that could lead to a loss.

The coherence in running different lines of businesses greatly depends on the level of experience and accuracy of the management’s assessment of the new business investment and its impact on the Group as a whole which will be affected by the information obtained for the new business, such as the accuracy of the historical data gathered, industrial and market information obtained, expectation in the estimated length of the investment period and the period of returns, initial investment and any subsequent re-investment cost and/or related capital expenditure, economical changes, technological changes in the business, additional costs to be incurred for the contingency plans, foreseeable changes in the customer base and the market requirement in both products and services, market competitors, possible political, cultural or environmental changes and any possible changing elements. In the event that the Group’s management is unable to manage the aforesaid, the Group’s profitability might be adversely affected.

2. Credit risk in money lending business

Credit risk refers to the risk that the borrowers or counterparties may default on their payment obligations due to the Group. These obligations arise from the Group’s lending and investment activities. Generally, the maximum credit risk exposure of financial assets is the carrying amount of the financial assets as shown on the face of the statement of financial positions in the 2011 Annual Report. None of the financial assets of the Group are secured by collateral or other credit enhancements except for loans and advances.

In order to minimize the credit risk, the Group has established policies and systems for the monitoring and control of credit risk. The management has delegated different divisions responsible for determination of credit limits, credit approvals and other monitoring processes to ensure that follow-up action is taken to recover overdue debts. In addition, management reviews the recoverable amount of loans and advances individually and collectively at each reporting date to ensure that adequate provision for impairment are made for irrecoverable amounts. In this regard, management considers that the Group’s credit risk is significantly reduced.

3. risk relating to competition in the beauty industry

The beauty and clinical services business are under vigorous competition throughout the world. Increased competition could result in price reduction, reduced profit margins and loss of market share, any of which could adversely affect the Group’s operation results.

• 23 -

Letter from the board

4. the Group depends on its key executives and personnel

The beauty and money-lending business is a people-oriented business with a strong emphasis attached to the capability and efforts of the management team. The Group’s performance depends, to a significant extent, on the continued service of its key executive personnel who provide expertise and client network to the Group. If the Group is unable to attract, retain and motivate the necessary executive personnel, the Group’s business, operation and financial conditions may be adversely affected.

fUNd raISING aCtIVItIeS of the ComPaNY IN the PaSt tWeLVe moNthS

date of		Net proceeds
announcement	event	(approximately)	Intended use of proceeds	actual use of proceeds
3 May 2011	Placing of	Approximately	For repayment of mortgage	Approximately HK$10
	105,000,000	HK$10.75	loan of the Group,	million loan advance
	new shares of	million	general working capital	granted to the borrowers
	the Company		of the Group and/or	under our money
			possible investment	lending business and
			in the future when	approximately HK$0.75
			opportunities arise	million for general
				working capital
18 January 2011	Placing of	Approximately	For general working capital	(i) Approximately HK$0.70
	85,000,000	HK$13.70	of the Group and/or	million was used for
	new shares of	million	possible investment	general working capital;
	the Company		in the future when	and
			opportunities arise
				(ii) approximately HK$13
				million was used for full
				acceptance of provisional
				allotment and additional
				purchases of nil-paid
				rights shares under the
				rights issue of China 3D
				Digital Entertainment
				Limited
8 December 2010	Placing of	Approximately	For general working capital	The placing was terminated
	85,000,000	HK$21.35	of the Group and/or	on 31 December 2010
	new shares of	million	possible investment
	the Company		in the future when
			opportunities arise
15 September 2010	Placing of	Approximately	For general working	Approximately HK$13.88
	71,000,000	HK$13.88	capital of the Group and	million was used for
	new shares of	million	payment of the Property	payment of the Property
	the Company

Save as abovementioned, the Company has not conducted any other fund raising exercise in the past twelve months immediately preceding the Latest Practicable Date.

• 24 -

Letter from the board

WarNING of the rISKS of deaLING IN the ShareS aNd the NIL-PaId rIGhtS ShareS

dealings in the rights Shares in the nil-paid form will take place from tuesday, 6 September 2011 to Wednesday, 14 September 2011 (both days inclusive). If the conditions of the Underwriting agreement are not fulfilled or the Underwriting agreement is terminated by the Underwriter, the rights Issue will not proceed.

any Shareholders or potential investors contemplating selling or purchasing rights Shares in their nil-paid form during the period from tuesday, 6 September 2011 to Wednesday, 14 September 2011 (both days inclusive) who are in any doubt about their position are recommended to consult their professional advisers. any Shareholders or potential investors dealing in the Shares up to the date on which all the conditions to which the rights Issue is subject are fulfilled (and the date on which the Underwriters’ right of termination of the Underwriting agreement ceases) and any persons dealing in the nil-paid rights Shares during the period from tuesday, 6 September 2011 to Wednesday, 14 September 2011 (both days inclusive) will accordingly bear the risk that the rights Issue may not become unconditional or may not proceed.

GeNeraL

At the SGM, the ordinary resolution relating to the Rights Issue was duly passed by the Independent Shareholders, with Mr. Shiu Yeuk Yuen and Mr. Leung Ge On Andy and their respective associates and Kingston Securities being abstained from voting.

addItIoNaL INformatIoN

Your attention is also drawn to the additional information set out in the appendices to this prospectus.

Yours faithfully, By Order of the Board Unlimited Creativity holdings Limited Shiu Yeuk Yuen Chairman

• 25 -

Financial inFormation oF the group

appendix i

1. three-Year Financial inFormation

Financial information of the Group for each of the year ended 31 October 2008, the seventeen months ended 31 March 2010 and the year ended 31 March 2011 are disclosed in the annual reports of the Company for the year ended 31 October 2008, the seventeen months ended 31 March 2010 and the year ended 31 March 2011 respectively. These annual reports are published on the website of the Stock Exchange (www.hkex.com.hk) and the website of the Company (www.ulcreativity.com). The auditors of the Company have not issued any modified opinion on the Group’s financial statements for the financial year ended 31 October 2008, the financial period of 17-months ended 31 March 2010 and the financial year ended 31 March 2011.

2. indeBtedneSS oF the group

As at the close of business on 31 July 2011, being the latest practicable date for ascertaining the indebtedness of the Group prior to the printing of this prospectus, the Group had debt instruments of approximately HK$27,852,000 being mortgages for the land and buildings and investment property held by the Group.

Save as aforesaid and apart from intra-group liabilities, as at the close of business on 31 July 2011, none of the members of the Group had any outstanding mortgages, charges, debentures, loan capital, bank loans and overdrafts, debt securities or other similar indebtedness, finance leases or hire purchase commitments, liabilities under acceptances or acceptance credits or any guarantees or other contingent liabilities.

3. WorKing capital Statement

The Directors are satisfied after due and careful enquiry that after taking into account the Group’s internally generated funds, available banking facilities and the estimated net proceeds from the Rights Issue of the Company, the Group has sufficient working capital for its present requirements, that is for at least the next 12 months from the date of publication of this prospectus.

4. material adVerSe change

As at the Latest Practicable Date, the Directors were not aware of any material adverse change in the financial or trading position of the Group since 31 March 2011, being the date to which the latest published audited consolidated financial statements of the Group were made up.

5. Financial and trading proSpectuS oF the group

As stated in the annual report of the Group for the year ended 31 March 2011, for the beauty services and clinical services of the Group, in order to reduce those operation with unsatisfactory performance and reallocate the financial resources to more profitable areas, in August 2010, the Group had entered into a sales and purchase agreement with an independent third party to dispose the Group’s subsidiaries which are engaged in the provision of beauty services and clinical services in

• 26 -

Financial inFormation oF the group

appendix i

Hong Kong and the PRC. The said disposal was completed in October 2010. It had a negative impact on the Group’s turnover of corresponding business segments but it’s believed that it would improve the performance of the Group in the long run. The decrease in operating loss of corresponding business segments this year signified the change is in the right track.

As more resource has been put in the money lending business during the year ended 31 March 2011, substantial growth in turnover with satisfactory profit in this business segment was resulted.

For the seventeen months ended 31 March 2010 and the year ended 31 March 2011, the Group’s money lending business has generated revenue of approximately HK$1.8 million and approximately HK$6.9 million respectively, while retailing of beauty products, provision of beauty services and clinical services has generated revenue of HK$176.8 million and HK$62.4 million during the same periods. The decrease in revenue in the retailing of beauty products, provision of beauty services and clinical services was principally due to the disposal of certain less profitable subsidiaries of the Group in that business segment in August 2010, which completion took place in October 2010. Save for the aforesaid disposal, the Company has no current intention to dispose of its remaining beauty business in retailing of beauty products, provision of beauty services and clinical services and such business segment will continue to be one of the businesses of the Group.

During the financial year ended 31 March 2011, the demand for the Group’s lending services has increased. In view of the above, more resources of the Company were allocated to the money lending business of the Group. In order to further expand this business segment, the Company will open a branch office in Hong Kong in relation to its money lending business in August 2011. As mentioned in this prospectus under section “Reasons for the Rights Issue and the use of proceeds”, it is intended that approximately HK$45 million will be applied towards the money lending business, of which less than HK$1 million will be used for opening the aforementioned branch office and the remaining balance will be used for loan capital of the Group.

At the same time, the Company has been exploring opportunities to broaden the Group’s business scope. The Board currently has no agreement, arrangement, understanding, intention or negotiation (concluded or otherwise) about any disposal, termination or further scaling-down of its existing business other than the money lending business. Subsequent to the disposal of certain less profitable beauty segment of the Group in October 2010, the Group has been able to focus more management effort on its beauty services and clinical services business in Hong Kong and Macau. However, as competition in relation to the provision of beauty services in Hong Kong continues to be severely keen, the Board will closely monitor the performance of the remaining beauty segment of the Group. Recently, the Directors have identified potential investment opportunity in relation to the research and development of electronic books and its relevant applications. As mentioned in page 20 of this prospectus, the Company intends to apply approximately HK$10 million in such potential investment opportunities.

As a strategic investment, during the year ended 31 March 2011, the Group, through the public market, acquired more than 10% of China 3D Digital Entertainment Limited (“China 3D”). It is a company listed on the GEM of Stock Exchange and is principally engaged in entertainment business specialising in (i) film and television programme production, distribution and licensing; and (ii) artiste management.

• 27 -

Financial inFormation oF the group

appendix i

In December 2010, the Company has been renamed from “B.A.L. Holdings Limited” to “Unlimited Creativity Holdings Limited” to reflect the down scale of our beauty services business and the diversity of our business.

More resources would be reallocated to more profitable businesses such as money lending business. In addition, the Group will continue to explore opportunities to broaden the business scope with the ultimate goal to maximise the shareholders’ wealth.

• 28 -

unAudited pro formA finAnciAl informAtion of the group

Appendix ii

The following is the text of a report received from the auditors of the Company, HLB Hodgson Impey Cheng, Chartered Accountants, Certified Public Accountants, Hong Kong, addressed to the directors of the Company and prepared for the sole purpose of inclusion in this Prospectus.

==> picture [227 x 84] intentionally omitted <==

31/F, Gloucester Tower The Landmark 11 Pedder Street Central Hong Kong

2 September 2011

The Directors Unlimited Creativity Holdings Limited

Dear Sirs,

report on the unAudited pro formA StAtement of AdJuSted conSolidAted net tAngiBle ASSetS of the group

introduction

We report on the unaudited pro forma statement of adjusted consolidated net tangible assets (the “Unaudited Pro Forma Financial Information”) of Unlimited Creativity Holdings Limited (the “Company”) and its subsidiaries (hereinafter collectively referred to as the “Group”), which has been prepared by the directors of the Company for illustrative purposes only, to provide information about how the Rights Issue (as defined in the Prospectus) might have affected the financial information presented, for inclusion in the Company’s prospectus dated 2 September 2011 (the “Prospectus”). The basis of preparation of the Unaudited Pro Forma Financial Information is set out in Section A of Appendix II of the Prospectus.

respective responsibilities of the directors of the company and reporting accountants

It is the responsibility solely of the directors of the Company to prepare the Unaudited Pro Forma Financial Information in accordance with paragraph 7.31 of the Rules Governing the Listing of Securities on the Growth Enterprise Market of The Stock Exchange of Hong Kong Limited (the “GEM Listing Rules”) and with reference to Accounting Guideline 7 “Preparation of Pro Forma Financial Information for Inclusion in Investment Circulars” issued by the Hong Kong Institute of Certified Public Accountants.

It is our responsibility to form an opinion, as required by paragraph 7.31(7) of the GEM Listing Rules, on the Unaudited Pro Forma Financial Information and to report our opinion to you. We do not accept any responsibility for any reports previously given by us on any financial information used in the compilation of the Unaudited Pro Forma Financial Information beyond that owed to those to whom those reports were addressed by us at the dates of their issue.

• 29 -

unAudited pro formA finAnciAl informAtion of the group

Appendix ii

Basis of opinion

We conducted our engagement in accordance with Hong Kong Standard on Investment Circular Reporting Engagements (HKSIR) 300 “Accountants’ Reports on Pro Forma Financial Information in Investment Circulars” issued by the Hong Kong Institute of Certified Public Accountants. Our work consisted primarily of comparing the unadjusted financial information with source documents, considering the evidence supporting the adjustments and discussing the Unaudited Pro Forma Financial Information with the directors of the Company. This engagement did not involve independent examination of any of the underlying financial information.

We planned and performed our work so as to obtain the information and explanations we considered necessary in order to provide us with sufficient evidence to give reasonable assurance that the Unaudited Pro Forma Financial Information has been properly compiled by the directors of the Company on the basis stated, that such basis is consistent with the accounting policies of the Group and that the adjustments are appropriate for the purposes of the Unaudited Pro Forma Financial Information as disclosed pursuant to paragraph 7.31(1) of the GEM Listing Rules.

The Unaudited Pro Forma Financial Information is for illustrative purposes only, based on the judgments and assumptions of the directors of the Company, and because of its hypothetical nature, does not provide any assurance or indication that any event will take place in the future and may not be indicative of: (i) the financial position of the Group as at 31 March 2011 or any future date; or (ii) the consolidated net tangible assets per share of the Group as at 31 March 2011 or any future date.

opinion

In our opinion:

• a. the Unaudited Pro Forma Financial Information has been properly compiled by the directors of the Company on the basis stated;

• b. such basis is consistent with the accounting policies of the Group; and

• c. the adjustments are appropriate for the purposes of the Unaudited Pro Forma Financial Information as disclosed pursuant to paragraph 7.31(1) of the GEM Listing Rules.

Yours faithfully,

hlB hodgson impey cheng Chartered Accountants Certified Public Accountants Hong Kong

• 30 -

unAudited pro formA finAnciAl informAtion of the group

Appendix ii

A. unAudited pro formA StAtement of AdJuSted conSolidAted net tAngiBle ASSetS of the group

The following is the unaudited pro forma statement of adjusted consolidated net tangible assets (the “Unaudited Pro Forma Financial Information”) of the Group which has been prepared in accordance with paragraph 7.31 of the GEM Listing Rules to illustrate the effects of the Rights Issue on the unaudited consolidated net tangible assets of the Group as if the Rights Issue had been completed on 31 March 2011.

The Unaudited Pro Forma Financial Information has been prepared for illustrative purposes only, based on the judgments and assumptions of the Directors, and because of its hypothetical nature, does not provide any assurance or indication that any event will take place in the future and may not be indicative of: (i) the financial position of the Group as at 31 March 2011 or any future date; or (ii) the consolidated net tangible assets per Share of the Group as at 31 March 2011 or any future date.

Audited consolidated net tangible assets of the group as at 31 march 2011 HK$’000 (Note 1) 164,504 Unaudited adjusted consolidated net tangible assets per share based on 635,634,130 Pre-Adjusted Shares in issue before the Capital Reorganisation becoming effective and completion of the Rights Issue_(Note 3) Unaudited adjusted consolidated net tangible assets per Share based on 63,563,413 Shares in issue upon the Capital Reorganisation becoming effective but before completion of the Rights Issue(Note 4) Unaudited pro forma adjusted consolidated net tangible assets per Share based on the enlarged issued share capital of 699,197,543 Shares upon completion of both the Capital Reorganisation and the Rights Issue(Note 5)_	unaudited pro forma adjusted consolidated Add: net tangible estimated assets of the net proceeds group upon from the completion of rights issue the rights issue (Unaudited) (Unaudited) HK$’000 HK$’000 (Note 2) 92,047 256,551 HK$0.259 HK$2.588 HK$0.367	unaudited pro forma adjusted consolidated Add: net tangible estimated assets of the net proceeds group upon from the completion of rights issue the rights issue (Unaudited) (Unaudited) HK$’000 HK$’000 (Note 2) 92,047 256,551 HK$0.259 HK$2.588 HK$0.367
		HK$0.259
		HK$2.588
		HK$0.367

• 31 -

unAudited pro formA finAnciAl informAtion of the group

Appendix ii

Notes:

1. The audited consolidated net tangible assets of the Group attributable to owners of the Company as at 31 March 2011 of approximately HK$164,504,000 is arrived at based on the equity attributable to owners of the Company of approximately HK$164,504,000 as extracted from the published annual report of the Company for the year ended 31 March 2011.

2. The estimated net proceeds from the Rights Issue of approximately HK$92 million are based on the proceeds of approximately HK$95 million from the issue of 635,634,130 Right Shares at the Subscription Price of HK$0.15 per Right Share payable in full upon application, less estimated share issue expenses of approximately HK$3 million, including financial, legal and other professional advisory fees, underwriting commission and printing expenses.

3. Based on 635,634,130 Pre-Adjusted Shares in issue before the Capital Reorganisation becoming effective and completion of the Rights Issue.

4. Based on 63,563,413 Shares in issue upon the Capital Reorganisation becoming effective but before completion of the Rights Issue.

5. Based on the enlarged issued share capital of 699,197,543 Shares upon completion of both the Capital Reorganisation and the Rights Issue (comprising (i) 63,563,413 Shares in issue and (ii) 635,634,130 Right Shares to be issued under the Rights Issue).

6. No adjustment has been made to reflect any trading results or other transactions of the Group entered into subsequent to 31 March 2011.

7. 32 -

GENERAL INfoRmAtIoN

APPENDIX III

1. RESPoNSIBILItY StAtEmENt

This prospectus, 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 Group. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this prospectus 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 prospectus misleading.

2. SHARE CAPItAL

(a) Share Capital

The authorised and issued share capital of the Company (i) as at the Latest Practicable Date; and (ii) immediately following completion of the Rights Issue were as follows:

(i) (ii)	As at the Latest Practicable Date Authorised: 30,000,000,000 Shares of HK$0.01 each Issued and fully paid: 63,563,413 Shares in issue Immediately following completion of the Rights Issue Authorised: 30,000,000,000 Shares of HK$0.01 each Issued and fully paid: 63,563,413 Shares of HK$0.01 each 635,634,130 Rights Shares to be allotted and issued under the Rights Issue 699,197,543 Shares in issue immediately after completion of the Rights Issue	HK$ 300,000,000 HK$ 635,634.13 HK$ 300,000,000 HK$ 635,634.13 6,356,341.30
		6,991,975.43

• 33 -

GENERAL INfoRmAtIoN

APPENDIX III

All of the Rights Shares to be issued will rank pari passu in all respect with each other, including, in particular, as to dividends, voting rights and capital, and with all the Shares in issue as at the date of allotment and issue of the Rights Shares. The Rights Shares to be issued will be listed on the Stock Exchange.

The Shares are listed on the Stock Exchange. No part of the share capital or any other securities of the Company is listed or dealt in on any stock exchange other than the Stock Exchange and no application is being made or is currently proposed or sought for the Shares or Rights Shares or any other securities of the Company to be listed or dealt in on any other stock exchange.

As at the Latest Practicable Date, save for the Share Options, the Company had no outstanding convertible securities, options or warrants in issue which confer any right to subscribe for, convert or exchange into new Shares.

As at the Latest Practicable Date, there were no arrangement under which future dividends are waived or agreed to be waived.

3. DISCLoSURE of INtEREStS

(a) Interests of Directors

As at the Latest Practicable Date, the interests and short positions of the Directors and chief executives of the Company in the shares, underlying shares and debentures of the Company or any of its associated corporations (within the meaning of Part XV of the SFO) which were required to be notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests and short positions which they were taken or deemed to have under such provisions of the SFO), or which were required, pursuant to section 352 of the SFO, to be entered in the register maintained by the Company referred to therein, or which were required, pursuant to the Model Code for Securities Transactions by Directors of Listed Issuers in the Listing Rules, to be notified to the Company and the Stock Exchange, were as follows:

• 34 -

GENERAL INfoRmAtIoN

APPENDIX III

Name of Directors Capacity Mr. Shiu Beneficial (note 1) owner Mr. Leung Ge Beneficial On Andy owner (note 1)	Approximate percentage of Interest in issued share underlying capital of the total Shares Company as Interest in Shares interests pursuant at the Latest Personal family other in to share Aggregate Practicable interest interest interest Shares options interest Date 710,000 1,244,117 77,055 2,031,172 – 2,031,172 3.20% (note 2) 420,000 – – – – 420,000 0.66%

Notes:

1. Mr. Shiu and Mr. Leung Ge On, Andy are the executive directors of the Company.

2. 1,244,117 shares are held by Ms. Hau Lai Mei, the spouse of Mr. Shiu.

3. 77,055 shares are held by Heavenly Blaze Limited. Heavenly Blaze Limited is beneficially owned as to (i) 46% by Mr. Shiu Stephen Junior, son of Mr. Shiu Yeuk Yuen (being the executive Director); (ii) 34% by Mr. Shiu Yeuk Yuen and Ms. Siu York Chee (sister of Mr. Shiu Yeuk Yuen) together hold on behalf of Ms. Shiu Yo Yo and Ms. Shiu Sound Sound, daughters of Mr. Shiu Yeuk Yuen; (iii) 16% by Ms. Shiu Ting Yan, Denise, daughter of Mr. Shiu Yeuk Yuen; (iv) 1% by Mr. Cheng Jut Si; and (v) 3% by One Dollar Productions Limited which is beneficially owned as to 25% by Mr. Shiu Stephen Junior; and 75% by Ms. Hau Lai Mei.

4. (b) Persons who have interests or short positions in the Shares or underlying Shares which is discloseable under Division 2 and 3 of Part XV of the Sfo

So far as known to the Directors, as at the Latest Practicable Date, the Directors were not aware of any other person who had an interests or short position in the Shares or underlying Shares or debentures of the Company which would fall to be disclosed under Divisions 2 and 3 of Part XV of the SFO, or who was interested in 10% or more of the nominal value of any class of share capital, or options in respect of such capital, carrying rights to vote in all circumstances at general meetings of the Company.

• 35 -

GENERAL INfoRmAtIoN

APPENDIX III

4. DIRECtoRS’ INtEREStS IN ASSEtS/CoNtRACtS AND otHER INtEREStS

• (i) The Directors believe that none of the Directors nor the substantial shareholders of the Company (as defined in the GEM Listing Rules) had any interest in a business which causes or may cause significant competition with the business of the Group.

• (ii) There is no contract or arrangement entered into by any member of the Group, subsisting as at the Latest Practicable Date in which any of the Directors is materially interested and which is significant in relation to the business of the Group as a whole.

• (iii) As at the Latest Practicable Date, none of the Directors had any interest, direct or indirect, in any assets which had been, since 31 March 2011, being the latest published audited financial statements of the Company were made up, acquired or disposed of by or leased to any member of the Group, or are proposed to be acquired or disposed of by or leased to any member of the Group.

5. EXPERtS

The following are the qualifications of the experts who have given opinions or advice, which are contained in this prospectus:

Name

Qualification

HLB Hodgson Impey Cheng (“HLB”)

Certified Public Accountants

As at the Latest Practicable Date, HLB had no direct or indirect shareholdings in any member of the Group, or any right to subscribe for or to nominate persons to subscribe for shares in any member of the Group, or any interests, directly or indirectly, in any assets which have been acquired, disposed of or leased to or which are proposed to be acquired, disposed of or leased to the Company, HLB or any of their respective subsidiaries, respectively, since 31 March 2011, the date to which the latest published audited financial statements of the Group were made up.

HLB has given and has not withdrawn its written consent to the issue of this prospectus with the inclusion therein of its reports and references to its name in the form and context in which they appear.

6. SERVICE CoNtRACtS

As at the Latest Practicable Date, the executive Directors have entered into a service contract with the Company or any other member(s) of the Group (excluding contracts expiring or which may be terminated by the Company within a year without payment of any compensation (other than statutory compensation)) and for re-election by rotation in accordance with the bye-laws of the Company.

• 36 -

GENERAL INfoRmAtIoN

APPENDIX III

Mr. Shiu Yeuk Yuen, entered into a service contract with the Company to serve as an executive Director for an initial term of one year commencing from 1 December 2010 and the service contract shall be renewed automatically after a year unless and until terminated by not less than three months’ notice in writing served by either party.

Mr. Leung Ge On Andy, entered into a service contract with the Company to serve as an executive Director for an initial term of one year commencing from 1 December 2010 and the service contract shall be renewed automatically after a year unless and until terminated by not less than three months’ notice in writing served by either party.

The independent non-executive Directors have no fixed term of office and all the Directors are subject to the provisions of retirement and rotation of Directors under the Bye-laws of the Company.

Save as disclosed above, none of the Directors has a service agreement with the Company or any of its subsidiaries which is not determinable by the Group within one year without payment of compensation (other than statutory compensation).

7. LItIGAtIoN

As at the Latest Practicable Date, none of the Company and its subsidiaries was engaged in any litigation or arbitration of material importance and no litigation or claim of material importance was known to the Directors to be pending or threatened against the Company or any of its subsidiaries.

8. mAtERIAL ADVERSE CHANGES

The Directors are not aware of any material adverse changes in the financial or trading position of the Group since 31 March 2011, being the date of which the latest published audited financial statements of the Group were made up.

9. mAtERIAL CoNtRACtS

The following contracts, not being contracts entered into in the ordinary course of business, have been entered into by members of the Group after the date falling two years immediately prior to the Latest Practicable Date and are or may be material:

• (a) the sale and purchase agreement dated 2 November 2009 entered into between the Be a Lady Limited, a wholly-owned subsidiary of the Company (as purchaser) and One Dollar Productions Limited in relation to acquisition of 40% of the issued share capital of One Dollar Distribution Limited and the loan in the principal amount of HK$1,200,000 owing by One Dollar Distribution Limited to One Dollar Productions Limited for a total consideration of HK$6,000,000;

• 37 -

GENERAL INfoRmAtIoN

APPENDIX III

• (b) the memorandum of understanding dated 29 December 2009 entered into between the Company and Shenzhen Peng’ai Hospital Investment Company Limited in respect of the possible acquisition of not more than 50% interest in Peng’ai Medical Aesthetic Hospital, a medical aesthetic hospital in Shenzhen, PRC. The said memorandum of understanding was subsequently lapsed on 27 June 2010;

• (c) the memorandum of understanding dated 15 January 2010 entered into between the Company and Conder International Holdings Limited in respect of the possible acquisition of the entire issued share capital of the Precise Winner Limited (“ Possible Acquisition ”), pursuant to which the consideration for the Possible Acquisition is expected to be not less than HK$170 million but in any event, will not be more than HK$227 million.

The supplemental memorandum of understanding dated 23 April 2010 in respect of the Possible Acquisition, pursuant to which the consideration for the Possible Acquisition was amended from “not less than HK$170.0 million but in any event will not be more than HK$227.0 million” to “not less than HK$144.5 million but in any event will not be more than HK$215.0 million.

The said memorandum of understanding above was subsequently terminated by the Company on 4 October 2010;

• (d) the conditional placing agreement dated 14 April 2010 between the Company and Kingston Securities Limited, being the placing agent, pursuant to which, the Company conditionally agreed to place, through the placing agent, a maximum of 4,000,000,000 placing shares by a maximum of four tranches on a best efforts basis, to independent placees at a price of HK$0.05 per placing share. On 9 June 2010, the placing of the first tranche of 1,200,000,000 placing shares has been placed to not less than six independent placees, and the net proceeds thereto amounted to approximately HK$58.7 million. The remaining tranches of the placing were subsequently lapsed on 20 August 2010;

• (e) the acquisition agreement dated 24 April 2010 entered into between Top Euro Limited, an indirect wholly-owned subsidiary of the Company (as purchaser) and Jenmaster Development Limited and Cheer Mark Development Limited (as vendors) in relation to the acquisition of the property located at 1st Floor and 2nd Floor, Morrison Plaza, No. 9 Morrison Hill Road, Wanchai, Hong Kong together with certain external wall area for a total consideration of HK$51,000,000;

• (f) memorandum of understanding dated 13 August 2010 and the corresponding disposal agreement dated 31 August 2010 entered into between Rainbow Cosmetic (BVI) Limited, a wholly-owned subsidiary of the Company, as vendor and Best Union (China) Limited as purchaser in relation to the disposal of Be A Lady Limited and its subsidiaries for consideration of HK$4.38 million;

• 38 -

GENERAL INfoRmAtIoN

APPENDIX III

• (g) the conditional placing agreement dated 15 September 2010 entered into between the Company and Emperor Securities Limited, pursuant to which, the Company conditionally agreed to place, through Emperor Securities Limited, a maximum of 71,000,000 shares of the Company on a best effort basis at a price of HK$0.2 per placing share. The net proceeds from the placing amounted to approximately HK$13.88 million;

• (h) disposal agreement dated 8 October 2010 entered into between Rainbow Cosmetic (BVI) Limited, a wholly-owned subsidiary of the Company, as vendor and Dragonlott Entertainment Group Limited as purchaser in relation to a disposal of New Smart International Creation Limited for a consideration of HK$12.56 million;

• (i) placing agreement dated 8 December 2010 entered into between the Company and Kingston Securities Limited in relation to placing of a maximum of 85,000,000 new shares at a price of HK$0.257 per placing share which was subsequently terminated on 31 December 2011;

• (j) placing agreement dated 18 January 2011 entered into between the Company and Kingston Securities Limited in relation to placing of a maximum of 85,000,000 new shares at a price of HK$0.165 per placing share. The net proceeds from the placing amount to approximately HK$13.7 million;

• (k) disposal agreement dated 28 February 2011 entered into between Top Euro Limited as vendor and Lai Yuen Fong and Tang Wing Tat as purchasers in relation to a disposal of property in Hong Kong for a consideration of HK$4.08 million;

• (l) acquisition agreement dated 13 April 2011 entered into between Top Euro Limited, an indirect wholly owned subsidiary of the Company as purchaser and Union Chance Development Limited as vendor in relation to acquisition of a property in Hong Kong for a consideration of HK$10.56 million;

• (m) placing agreement dated 3 May 2011 entered into between the Company and Kingston Securities Limited in relation to a placing of a maximum if 105,000,000 new shares at a price of HK$0.105 per placing share The net proceeds from the placing amount to approximately HK$10.75 million;

• (n) loan agreement dated 16 June 2011 entered into between Yvonne Credit Services Company Limited, an indirect wholly owned subsidiary of the company as lender and Mr. Sze Chun Pong, Forever East Limited, Century International Investment Holdings Limited and Billion Success Capital Investment Limited as borrowers in relation to loan facilities in the aggregate principal amount of HK$10 million;

• (o) the Underwriting Agreement; and

• (p) loan agreement dated 23 July 2011 entered into between Yvonne Credit Services Company Limited, an indirect wholly owned subsidiary of the Company as lender and City Sky Corporation Limited as borrower in relation to loan facility in the principal amount of HK$6 million.

• 39 -

GENERAL INfoRmAtIoN

APPENDIX III

10. CoRPoRAtE INfoRmAtIoN

Board of Directors

Executive Directors

Mr. Shiu Yeuk Yuen 1/F, Morrison Plaza 9 Morrison Hill Road Wanchai, Hong Kong

Mr. Leung Ge On Andy 1/F, Morrison Plaza 9 Morrison Hill Road Wanchai, Hong Kong

Independent Non-executive Director

Mr. Hung Anckes Yau Keung FCPA (Practising), FCCA, CICPA, CGA 1/F, Morrison Plaza 9 Morrison Hill Road Wanchai, Hong Kong

Mr. Siu Yim Kwan, Sidney S.B.St.J. 1/F, Morrison Plaza 9 Morrison Hill Road Wanchai, Hong Kong

Mr. Tsui Pui Hung, Walter LL.B. (Hons), LL.M, BSc (Hons)

1/F, Morrison Plaza 9 Morrison Hill Road Wanchai, Hong Kong

Audit Committee

Mr. Hung Anckes Yau Keung (Chairman) FCPA (Practising), FCCA, CICPA, CGA Mr. Siu Yim Kwan, Sidney S.B.St.J .

Mr. Tsui Pui Hung, Walter LL.B. (Hons), LL.M, BSc (Hons)

Remuneration and Nomination Committee

Mr. Shiu Yeuk Yuen

Mr. Leung Ge On Andy

Mr. Hung Anckes Yau Keung FCPA (Practising), FCCA, CICPA, CGA

Mr. Siu Yim Kwan, Sidney S.B.St.J.

• Mr. Tsui Pui Hung, Walter LL.B. (Hons), LL.M, BSc (Hons)

• 40 -

GENERAL INfoRmAtIoN

APPENDIX III

Company Secretary

Principal Bankers

Mr. Li Chik Ming, Edmond, FCCA, FCPA Bank of China (Hong Kong) Limited 409-415 Hennessy Road, Wanchai, Hong Kong Compliance Adviser Mr. Leung Ge On Andy DBS Bank (Hong Kong) Limited 16th Floor, The Center, 99 Queen’s Road Central Central, Hong Kong

Registered office

Authorised Representatives

Canon’s Court 22 Victoria Street Hamilton HM 12 Bermuda

Mr. Shiu Yeuk Yuen Mr. Leung Ge On Andy

Head office and Principal Place of Business in Hong Kong

Website

http://www.ulcreativity.com

1/F & 2/F, Morrison Plaza, 9 Morrison Hill Road, Wanchai, Hong Kong

Registrar in Hong Kong

GEm Stock Code

Tricor Standard Limited 26[th] Floor Tesbury Centre 28 Queen’s Road East Wanchai Hong Kong

8079

Auditors

HLB Hodgson Impey Cheng Chartered Accountants Certified Public Accountants 31/F, Gloucester Tower The Landmark 11 Pedder Street, Central Hong Kong

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APPENDIX III

11. PARtIES INVoLVED IN tHE RIGHtS ISSUE

financial adviser to the Company Kingston Corporate Finance Limited Suite 2801, 28/F One International Finance Centre 1 Harbour View Street Central Hong Kong Underwriters Mr. Shiu Yeuk Yuen 1/F, Morrison Plaza 9 Morrison Hill Road Wanchai, Hong Kong Kingston Securities Limited Suite 2801, 28/F One International Finance Centre 1 Harbour View Street Central Hong Kong Legal adviser to the Company As to Hong Kong Law: Jackson Woo & Associates in association with Ashurst Hong Kong 16/F, ICBC Tower, Citibank Plaza 3 Garden Road Central Hong Kong As to Bermuda Law:

Appleby 2206-19 Jardine House 1 Connaught Place, Central Hong Kong Reporting accountant HLB Hodgson Impey Cheng 31/F, Gloucester Tower The Landmark, 11 Pedder Street, Central Hong Kong

Branch share registrar and transfer Tricor Standard Limited office in Hong Kong 26/F Tesbury Centre 28 Queen’s Road East Wanchai Hong Kong

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12. PRofILES of DIRECtoRS

Executive Directors

mr. Shiu Yeuk Yuen (“Mr. Shiu”), aged 61, is the executive director since December 2010 and appointed as the Chairman of the Group in January 2011. Mr. Shiu has over 35 years’ experience in the ceramic tile and marble and granite products industry and over 10 year’s experience in securities investment. Mr. Shiu was one of the founders and has been the executive director of Companion Building Material International Holdings Limited (together with its subsidiaries, the “CBMI Group”, currently known as Pacific Century Premium Developments Ltd, stock code: 432), a company listed on The Stock Exchange of Hong Kong Limited, for the period from September 1993 to January 2002 during which he was responsible for the development of the CBMI Group’s corporate strategies.

mr. Leung Ge on, Andy (“Mr. Leung”), aged 42, is the executive director of the Company. Mr. Leung joined the Group since 2005 and was appointed as an executive director in December 2010. Mr. Leung obtained a Bachelor of Arts degree in Economics at York University in Canada. Mr. Leung has extensive experience in business development, operation and marketing management. Mr. Leung is the nephew of Mr. Shiu.

Independent Non-executive Directors

mr. HUNG Anckes Yau Keung (“Mr. Hung”), FCPA (Practising), FCCA, CICPA, CGA, aged 58, was appointed as an independent non-executive Director and Chairman of the Audit Committee of the Company in October 2003. Mr. Hung has over 30 years’ experience in accounting. He is a fellow of the Hong Kong Institute of Certified Public Accountants and the Association of Chartered Certified Accountants, the Certified General Accountants Association, and an overseas non-practising member of the Chinese Institute of Certified Public Accountants.

Mr. Hung is now the practising director of KND & Co. CPA Limited, Certified Public Accountants (Practising). He is the Visiting Professor of the Southwestern University of Finance and Economics and the Research Institute of Economics of the Shenzhen University in China.

mr. SIU Yim Kwan, Sidney (“Mr. Siu”), S.B.St.J., aged 64, was appointed as an independent non-executive director and member of Audit Committee of the Company in December 2004. Mr. Siu is also the non-executive director of Wang On Group Limited, a listed company in Hong Kong since November 1993.

Mr. Siu is a director of The Association of The Directors & Former Directors of Pok Oi Hospital Limited, Bright China Foundation Limited and Chiu Yang Residents Association of Hong Kong Limited, those companies are non-profitable association and providing community services in Hong Kong.

Mr. Siu is also a director and chairman of The Hong Kong Tae Kwon Do Association Limited, a sport association in Hong Kong and also an executive member of a number of charitable organizations and sports associations.

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APPENDIX III

mr. tSUI Pui Hung, Walter (“Mr. Tsui”), LL.B. (Hons), LL.M, BSc (Hons), aged 36, is a practicing solicitor of the High Court of Hong Kong, was appointed as an independent non-executive director and member of Audit Committee of the Company in June 2007. Mr. Tsui holds the degrees of a Master in Laws from University of London, Bachelor of Laws (with Honours) from Manchester Metropolitan University, Bachelor of Science (with Honours) from the Chinese University of Hong Kong, Postgraduate Certificate in Laws from the University of Hong Kong and Diploma in Translation from the Chinese University of Hong Kong. Mr. Tsui has years of management experience and is familiar with internal control issues and regulatory rules of listed company. Mr. Tsui is also an independent non-executive director of China Mandarin Holdings Limited, a company listed on the Main Board of Stock Exchange.

13. AUDIt CommIttEE

The Company established an audit committee with terms of reference in compliance with Rules 5.23, 5.24 and 5.25 of the GEM Listing Rules. The audit committee currently comprises Mr. Hung Anckes Yau Keung, Mr. Siu Yim Kwan, Sidney and Mr. Tsui Pui Hung. The audit committee is primarily responsible for making recommendations to the Board on the appointment and removal of the external auditor, to approve the remuneration and terms of engagement of external auditor, review financial information and oversight of the financial reporting system and internal control procedures.

14. GENERAL

As at the Latest Practicable Date, there was no agreement, arrangement or understanding between the Underwriter and any other persons whereby the Shares to be acquired under the Rights Issue will be transferred, charged or pledged to any other persons.

The English texts of this prospectus shall prevail over their Chinese texts in case of inconsistencies.

15. EXPENSES

The expenses in connection with the Rights Issue, including the underwriting commission, financial advisory fees, printing, registration, translation, legal and accounting fees, are estimated to be approximately HK$3 million, and will be payable by the Company.

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APPENDIX III

16. DoCUmENtS AVAILABLE foR INSPECtIoN

Copies of the following documents are available for inspection during normal business hours at the principal place of business of the Company in Hong Kong at 1/F & 2/F, Morrison Plaza, 9 Morrison Hill Road, Wanchai, Hong Kong, on any Business Day from the date of this prospectus up to and including the date of the SGM:

• (a) the memorandum of association and the Bye-laws;

• (b) the letter from the Board, the text of which is set out on pages 8 to 25 of this prospectus;

• (c) the letter from HLB Hodgson Impey Cheng, the reporting accountant, in respect of the unaudited pro forma statement of adjusted consolidated net tangible assets of the Group, the text of which is set out in Appendix II to this prospectus;

• (d) the material contracts disclosed in the paragraph under the heading “Material Contracts” in this Appendix;

• (e) the written consents referred to in the paragraph under the heading “Experts” in this Appendix;

• (f) the service contracts referred to in the section headed “Service Contracts” of the Appendix; and

• (g) the annual reports of the Company for the year ended 31 October 2008, the seventeen months ended 31 March 2010 and the year ended 31 March 2011.

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