Wisdomcome Group Holdings Ltd. — Capital/Financing Update 2011

Jun 30, 2011

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

This announcement appears for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for securities in the Company.

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

(continued into Bermuda with limited liability)

(Stock Code: 8079)

(1) PROPOSED CAPITAL REORGANISATION INVOLVING SHARE CONSOLIDATION, CAPITAL REDUCTION AND CAPITAL INCREASE; AND

(2) PROPOSED RIGHTS ISSUE ON THE BASIS OF TEN RIGHTS SHARES FOR EVERY ONE ADJUSTED SHARE HELD ON THE RECORD DATE

Financial adviser to the Company

Underwriters of the Rights Issue

SHIU YEUK YUEN

PROPOSED CAPITAL REORGANISATION

The Board proposes that the Company implements the Capital Reorganisation which will involve the Share Consolidation, the Capital Reduction and the Capital Increase. The Share Consolidation will involve the consolidation of every ten (10) issued and unissued Shares of HK$0.01 each in the share capital of the Company into one (1) Consolidated Share of HK$0.10 each. The Capital Reduction will involve (i) the reduction of the issued share capital of the Company by cancelling the paid-up capital of the Company to the extent of HK$0.09 on each of the then issued Consolidated Shares such that the nominal value of each issued Consolidated Shares will be reduced from HK$0.10 to HK$0.01; and (ii) the reduction of the authorised share capital of the Company by reducing the nominal value of all Consolidated Shares from HK$0.10 each to HK$0.01 each resulting in the reduction of the authorised share capital of the Company from HK$300,000,000 divided into 3,000,000,000 Consolidated Shares to HK$30,000,000 divided into 3,000,000,000 ordinary shares of the Company of HK$0.01 each. The Capital Increase will involve the increase of authorised share capital from HK$30,000,000 divided into 3,000,000,000 ordinary shares of HK$0.01 each to HK$300,000,000 divided into 30,000,000,000 ordinary shares of HK$0.01 each.

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PROPOSED RIGHTS ISSUE

Conditional upon the Capital Reorganisation becoming effective, the Company proposes 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 Adjusted Share held on the Record Date payable in full upon application. The Company intends to apply the estimated net proceeds of the Rights Issue of not less than approximately HK$92.08 million and not more than approximately HK$93.10 million in the ways as set out in the section headed “Reasons for the Rights Issue and use of proceeds” in this announcement below.

The Rights Issue will only be available to the Qualifying Shareholders. To qualify for the Rights Issue, Shareholders must be registered as the members of the Company at the close of business on the Record Date and not be an Excluded Shareholder. The register of members will be closed from Thursday, 25 August 2011 to Monday 29 August 2011, both dates inclusive, to determine the eligibility to the Rights Issue.

The Rights Issue is fully underwritten by the Underwriters and is conditional, inter alia, upon fulfillment of the conditions set out below under the paragraph headed “Conditions of the Underwriting Agreement”. Accordingly, the Rights Issue may or may not proceed. Any Shareholders or other persons contemplating selling or purchasing Shares or Adjusted Shares (as the case may be) and/or Rights Shares in their nil-paid form up to the date when the conditions of the Rights Issue are fulfilled (and the date on which the Underwriters’ right of termination of the Underwriting Agreement ceases) will bear the risk that the Rights Issue could not become unconditional and may not proceed. Shareholders and potential investors of the Company should therefore exercise extreme caution when dealing in the Shares, and if they are in any doubt about their positions, they should consult their own professional advisers.

Application will be made to the Stock Exchange for the listing of, and permission to deal in the Rights Shares.

GENERAL

The implementation of the Capital Reorganisation is conditional upon, among other things, the passing of resolutions by the Shareholders at the SGM by way of poll. Other conditions are set out in the paragraph headed “Conditions of the Capital Reorganisation” in this announcement.

The Rights Issue is conditional upon, among other conditions, approval from the Independent Shareholders on a vote taken by way of poll at the SGM and the Capital Reorganisation becoming effective. Pursuant to Rule 10.29(1) of the GEM Listing Rules, any controlling shareholders and their associates, or where there are no controlling shareholders, directors (excluding independent nonexecutive directors) and the chief executive and their respective associates shall abstain from voting in favour of the Rights Issue. To the best of the Directors’ information and belief after having made reasonable enquiries, as at the date of this announcement, the Company has no controlling shareholder. Mr. Shiu Yeuk Yuen, an executive Director, and his associates, are interested in 4,971,728 Shares and Mr. Leung Ge On, Andy, an executive Director, is interested in 4,200,000 Shares, representing approximately 0.78% and 0.66% of the issued share capital of the Company as at the date of this announcement respectively. Accordingly Mr. Shiu Yeuk Yuen and his associates and Mr. Leung Ge On, Andy shall abstain from voting in relation to the Rights Issue at the SGM.

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The Independent Board Committee has been established to advise the Independent Shareholders as to whether the terms of the Rights Issue are fair and reasonable and in the interest of the Company and the Shareholders as a whole and to make recommendations to the Independent Shareholders on how to vote at the SGM. An independent financial adviser will be appointed to advise the Independent Board Committee and the Independent Shareholders in this regard.

The SGM will be convened and held for the Shareholders (or Independent Shareholders, where appropriate) to consider and, if thought fit, to approve, among other things, the proposed Capital Reorganisation and the Rights Issue. The circular containing, among other things, (i) further details about the proposed Capital Reorganisation and the Rights Issue; (ii) a letter of recommendation from the Independent Board Committee to the Independent Shareholders in respect of the Rights Issue; (iii) a letter of advice from the independent financial adviser to the Independent Board Committee and the Independent Shareholders on the Rights Issue; and (iv) the notice convening the SGM, is expected to be despatched to the Shareholders on or before Monday, 25 July 2011.

Upon the approval of the Rights Issue by the Independent Shareholders at the SGM and the Capital Reorganisation becoming effective, the Prospectus Documents setting out details of the Rights Issue will be despatched to the Qualifying Shareholders on the Prospectus Posting Date and the Prospectus will be despatched to the Excluded Shareholders for information only.

PROPOSED CAPITAL REORGANISATION

The Board proposes that the Company implements the Capital Reorganisation which will involve the Share Consolidation, the Capital Reduction and the Capital Increase.

Share Consolidation

The Share Consolidation will involve the consolidation of every ten (10) issued and unissued Shares of HK$0.01 each in the share capital of the Company into one (1) Consolidated Share of HK$0.10 each. As at the date of this announcement, the authorised share capital of the Company is HK$300,000,000 divided into 30,000,000,000 Shares of HK$0.01 each. Immediately after the Share Consolidation, the authorised share capital of the Company will be HK$300,000,000 divided into 3,000,000,000 Consolidated Shares of HK$0.10 each. As at the date of this announcement, there are 635,634,130 Shares of HK$0.01 each in issue and fully paid. On the basis of such issued share capital, there will be 63,563,413 Consolidated Shares of HK$0.10 each in issue once the Share Consolidation becomes effective.

Capital Reduction

The Capital Reduction will involve (i) the reduction of the issued share capital of the Company by cancelling the paid-up capital of the Company to the extent of HK$0.09 on each of the then issued Consolidated Shares such that the nominal value of each issued Consolidated Share will be reduced from HK$0.10 to HK$0.01 (the “ Issued Capital Reduction ”); and (ii) the reduction of the authorised

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share capital of the Company by reducing the nominal value of all Consolidated Shares from HK$0.10 each to HK$0.01 each resulting in the reduction of the authorised share capital of the Company from HK$300,000,000 divided into 3,000,000,000 Consolidated Shares to HK$30,000,000 divided into 3,000,000,000 ordinary shares of HK$0.01 each.

The credit arising from the Issued Capital Reduction will be transferred to the contributed surplus account of the Company which may be applied in such manner as permitted by the laws of Bermuda and the Bye-Laws, such as distribution out of contributed surplus to the Shareholders.

Capital Increase

The Capital Increase will involve the increase of authorised share capital from HK$30,000,000 divided into 3,000,000,000 ordinary shares of HK$0.01 each to HK$300,000,000 divided into 30,000,000,000 Adjusted Shares of HK$0.01 each.

Conditions of the Capital Reorganisation

The Capital Reorganisation (which will be effected in accordance with the Bye-Laws and the Companies Act) is conditional upon:

• (a) the passing of a special resolution by the Shareholders approving the Capital Reorganisation at the SGM;

• (b) the GEM Listing Committee of the Stock Exchange granting the listing of, and permission to deal in, the Adjusted Shares in issue arising from the Capital Reorganisation;

• (c) the compliance with the requirements of section 46(2) of the Companies Act, including (i) publication of a notice in relation to the Capital Reduction in an appointed newspaper in Bermuda on a date not more than thirty days and not less than fifteen days before the date on which the Capital Reduction is to take effect; and (ii) that on the date on which the Capital Reduction is to be effected, there are no reasonable grounds for believing that the Company is, or after the Capital Reduction would be, unable to pay its liabilities as they become due; and

• (d) the obtaining of all necessary approvals from the regulatory authorities or otherwise as may be required in respect of the Capital Reorganisation. Assuming the above conditions are fulfilled, it is expected that the Capital Reorganisation will become effective on the next Business Day following the date of passing of the relevant resolution approving the Capital Reorganisation. The legal advisers to the Company as to Bermuda law have confirmed that, subject to the conditions of the Capital Reorganisation as set out above being satisfied, the Capital Reorganisation will be in compliance with the laws of Bermuda.

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Effects of the Capital Reorganisation

Based on the Company’s existing authorised share capital of HK$300,000,000, represented by 30,000,000,000 Shares of HK$0.01 each and the existing issued share capital of HK$6,356,341.30, represented by 635,634,130 Shares of HK$0.01 each, upon completion of the Capital Reorganisation, the authorised share capital of the Company will remain at HK$300,000,000 represented by 30,000,000,000 Adjusted Shares of HK$0.01 each, and the issued share capital will be HK$635,634.13 represented by 63,563,413 Adjusted Shares of HK$0.01 each. Immediately after the Capital Reorganisation becoming effective, the Adjusted Shares will be traded in board lots of 20,000 Adjusted Shares. Any fraction of Adjusted Shares arising from the Capital Reorganisation will be aggregated and sold for the benefit of the Company. The Adjusted Shares will rank pari passu in all respects with each other in accordance with the Bye-Laws.

The effect of the Capital Reorganisation on the share capital of the Company is summarised below:

		Immediately
		following
	Prior to	the Capital
	the Capital	Reorganisation
	Reorganisation	becoming effective
Nominal value of each Share/Adjusted Share	HK$0.01	HK$0.01
Number of authorised Shares/Adjusted Shares	30,000,000,000	30,000,000,000
Authorised share capital	HK$300,000,000	HK$300,000,000
Number of Shares/Adjusted Shares in issue	635,634,130	63,563,413
Issued and fully paid-up share capital	HK$6,356,341.30	HK$635,634.13

Note: The issued share capital immediately after the Capital Reorganisation becoming effective is presented on the assumption that no further Shares would be issued or repurchased between the date of this announcement and the date of the SGM.

Based on 635,634,130 Shares in issue as at the date of this announcement, a credit of approximately HK$5,720,707.17 will arise as a result of the Capital Reorganisation and will be transferred to the contributed surplus account of the Company.

Implementation of the Capital Reorganisation will not, of itself, alter the underlying assets, business operations, management or financial position of the Company or the proportionate interests of the Shareholders, except for the payment of the related expenses. The Board believes that the Capital Reorganisation will not have any adverse effect on the financial position of the Group and the Board believes that on the date the Capital Reorganisation is to be effected, there will be no reasonable grounds for believing that the Company is, or after the Capital Reorganisation would be, unable to

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pay its liabilities as they become due. No capital will be lost as a result of the Capital Reorganisation and, except for the expenses involved in relation to the Capital Reorganisation which is expected to be insignificant in the context of the net asset value of the Company, the net asset value of the Company will remain unchanged before and after the Capital Reorganisation becoming effective. The Capital Reorganisation does not involve any diminution of any liability in respect of any unpaid capital of the Company or the repayment to the Shareholders of any paid-up capital of the Company nor will it result in any change in the relative rights of the Shareholders.

In order to alleviate the difficulties arising from the existence of odd lots of Adjusted Shares arising from the Capital Reorganisation, the Company will appoint an agent to stand in the market to provide matching services for the odd lots of Adjusted Shares for the period from 9:00 a.m. on Friday, 2 September 2011 to 4:00 p.m. on Friday, 23 September 2011 (both dates inclusive). Shareholders should note that successful matching of the sale and purchase of odd lots of the Adjusted Shares would be made on a best effort basis but would not be guaranteed. Any Shareholders, who is in any doubt about the odd lot arrangement, is recommended to consult his/her/its can professional advisers. Further details in respect of the odd lots arrangement and the free exchange of new share certificates will be set out in the circular to be despatched by the Company to the Shareholders.

Reasons for the Capital Reorganisation

Given that the Capital Reorganisation will (a) increase the trading price per board lot and hence reduce the overall transaction and handling costs for dealing in the Adjusted Shares; and (b) result in a smaller number of Adjusted Shares and hence reduce the operating costs of the Company, the Directors are of the view that the Capital Reorganisation is fair and reasonable, and in the interests of the Company and the Shareholders as a whole.

Listing and Dealings

Application will be made to the GEM Listing Committee of the Stock Exchange for the granting of the listing of, and permission to deal in, the Adjusted Shares arising from the Capital Reorganisation.

The Adjusted Shares will be identical in all respects and rank pari passu in all respects with each other as to all future dividends and distributions which are declared, made or paid. Subject to the granting of the listing of, and permission to deal in, the Adjusted Shares on the Stock Exchange, the Adjusted 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 Adjusted Shares 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 trading day thereafter. All activities under CCASS are subject to the General Rules of CCASS and CCASS Operational Procedures in effect from time to time.

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Free exchange of Share certificates

Subject to the Capital Reorganisation becoming effective, Shareholders may submit existing certificates for Shares to the Registrar from Friday, 19 August 2011 to Tuesday, 27 September 2011 (both dates inclusive) to exchange, at the expense of the Company, for certificates for the Adjusted Shares in board lot of 20,000 Adjusted Shares. Thereafter, certificates for the Shares will be accepted for exchange only on payment of a fee of HK$2.50 (or such higher amount as may from time to time be allowed by the Stock Exchange) for each share certificate of the Shares cancelled or each new share certificate issued for the Adjusted Shares, whichever number of certificates cancelled/issued is higher. Nevertheless, certificates for the Shares will continue to be good evidence of legal title but will no longer be valid for dealings, trading and settlement purposes after the Capital Reorganisation has become effective and may be exchanged for certificates for the Adjusted Shares at any time in accordance with the foregoing.

PROPOSED RIGHTS ISSUE

Issue statistics

Basis of the Rights Issue:

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

Number of Shares in issue 635,634,130 Shares as at the date of this announcement:

Number of Adjusted Shares in Capital Reorganisation:

63,563,413 Adjusted Shares (assuming no further Shares are issued or which the Capital Reorganisation becomes effective) or 64,253,413 Adjusted Shares (assuming the Share Options are being exercised in full before the Record Date)

Number of Rights Shares:

Not less than 635,634,130 Rights Shares (assuming none of the outstanding Share Options 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).

Total number of Adjusted Not less than 699,197,543 Adjusted Shares but not more than Shares in issue upon 706,787,543 Adjusted Shares completion of Rights Issue:

Subscription price per HK$0.15

Rights Share

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As at the date of this announcement, the Company has outstanding Share Options carrying rights to subscribe for a maximum of 6,900,000 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.

Assuming the Capital Reorganisation becoming effective and no outstanding Share Options being exercised on or before the Record Date, the Rights Shares proposed to be provisionally allotted and issued represent:

• (a) 1,000% of the Adjusted Shares in issue immediately upon completion of the Capital Reorganisation (based on Company’s existing issued share capital as at the date of this announcement); and

• (b) approximately 90.91% of the Company’s issued share capital upon completion of the Capital Reorganisation and as enlarged by the issue of the Rights 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:

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

• (ii) a discount of approximately 82.27% to the average closing price of approximately HK$0.846 per Adjusted 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;

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

• (iv) a discount of approximately 94.25% to the audited consolidated net asset value of HK$2.61 per Adjusted Share (based on 635,634,130 issued Shares as at the date of this announcement 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 who will form their views after consulting the independent financial adviser to be appointed by the Independent Board Committee) consider that the discount of the Subscription Price would encourage the Qualifying Shareholders to participate in the

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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.

Status of the Rights Shares

The Rights Shares, when allotted, issued and fully-paid, will rank pari passu in all respects with the Adjusted Shares in issue on the date of allotment and issue of the fully-paid Rights Shares. Holders of fully-paid Rights Shares (when allotted, issued and fully-paid) 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. The Company will send the Prospectus Documents to the Qualifying Shareholders and the Prospectus, for information only, to the Excluded 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 transfers of the Shares (together with the relevant share certificates) with the Company’s branch registrar, Tricor Standard Limited of 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai Hong Kong by no later than 4:30 p.m. on the Latest Lodging Date.

Closure of register of members

The Company’s register of members will be closed from Thursday, 25 August 2011 to Monday, 29 August 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.

In compliance with Rule 17.41 of the GEM Listing Rules, the Company will make enquiries regarding the feasibility of extending the Rights Issue to the Overseas Shareholders. If, based on legal advice, the Directors consider that it is necessary or expedient not to issue the Rights Shares to the Overseas Shareholders on account either of the legal restrictions under the laws of the relevant place or the requirements of the relevant regulatory body or stock exchange in that place, the Rights Issue will not be available to such Overseas Shareholders. Further information in this connection will be set

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out in the Prospectus containing, among other things, details of the Rights Issue, to be despatched to the Qualifying Shareholders on the Prospectus Posting Date. The Company will send copies of the Prospectus to the Excluded Shareholders for their information only, but will not send any PAL(s) and EAF(s) to them.

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.

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:

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

• (2) subject to availability of excess Rights Shares after allocation under principal (1) 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 will not be extended to beneficial owners individually. Investors whose Shares are held by their nominee(s) and who would like to have their names registered on the register of members of the Company, must lodge all necessary documents with the registrar of the Company for completion of the relevant registration by 4:30 p.m. on Wednesday, 24 August 2011.

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.

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Fractions of Rights Issue

On the basis of provisional allotment of ten Rights Shares for every one Adjusted 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 for the Rights Shares and refund cheques

Subject to the fulfillment of the conditions of the Rights Issue, share certificates for all fully-paid Rights Shares are expected to be posted to the Qualifying Shareholders by ordinary post at their own risk on or before Wednesday, 21 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 Wednesday, 21 September 2011 by ordinary post to the applicants at their own risk.

Application for listing of the Rights Shares

The Company will apply 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.

Irrevocable Undertaking

As at the date of this announcement, Mr. Shiu and his respective associates are interested in 4,971,728 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.

UNDERWRITING ARRANGEMENT

Underwriting Agreement

Date: 29 June 2011

Underwriters:

Mr. Shiu and Kingston Securities.

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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.

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 underwritten:

The Underwriters have agreed to fully underwrite not less than 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:

• (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 date of this announcement, Mr. Shiu and his associates together are interested in 4,971,728 Shares, or approximately 0.78% 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 will be exempted from the reporting, announcement and independent shareholders approval requirements.

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

• (i) 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;

• (ii) no such subscriber or purchaser of the Untaken Shares shall be procured by it or by the subunderwriters if allotment and issue of any Rights Shares to it would result in it and its associates, when aggregated with the Adjusted 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

• (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.

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 date of this announcement, the Company does not have any substantial shareholder. 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.

Conditions of the Underwriting Agreement

The Rights Issue under the Underwriting Agreement is conditional upon the following conditions having been fulfilled 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;

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• (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) this 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.

Termination of the Underwriting Agreement

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

• (a) 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

• 14 -

• (b) 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 hereof) 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) 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.

• 15 -

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.

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 Groups 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 (assuming no further Shares are issued or repurchased on or prior to the Record Date) and the estimated net proceeds of the Rights Issue after deducting expenses are approximately HK$92.08 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.

• 16 -

FUND RAISING ACTIVITIES OF THE COMPANY IN THE PAST TWELVE MONTHS

Date of		Net proceeds	Intended use of net	Actual use of net
announcement	Event	(approximately)	proceeds	proceeds
3 May 2011	Placing of	Approximately	For repayment of	Approximately
	105,000,000 new	HK$10.75	mortgage loan of	HK$10 million loan
	Shares	million	the Group, general	advance granted
			working capital of	to the borrowers
			the Group and/or	under our money
			possible investment	lending business
			in the future when	and approximately
			opportunities arise	HK$0.75 million
				for general working
				capital
18 January 2011	Placing of	Approximately	For general working	Used as intended
	85,000,000 new	HK$13.70	capital of the Group
	Shares	million	and/or possible
			investment in
			the future when
			opportunities arise
8 December 2010	Placing of	Approximately	For general working	The placing was
	85,000,000 new	HK$21.35	capital of the Group	terminated on 31
	Shares	million	and/or possible	December 2010
			investment in
			the future when
			opportunities arise
15 September	Placing of	Approximately	For general working	Approximately
2010	71,000,000 new	HK$13.88	capital of the Group	HK$13.88 million
	Shares	million	and payment of the	was used for
			Property	payment of the
				Property

Save as abovementioned, the Company has not conducted any other fund raising exercise in the past twelve months immediately preceding the date of this announcement.

• 17 -

CHANGES IN SHAREHOLDING STRUCTURE

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

Assuming no issue of new Shares on or before the Record Date

Director Mr. Shiu and his associates Mr. Leung Ge On, Andy Public Shareholders Kingston Securities Other public Shareholders Total	As at the date of this announcement No. of Shares % 4,971,728 0.78 4,200,000 0.66 – 0.00 626,462,402 98.56 635,634,130 100.00	After Capital Reorganisation but before completion of the Rights Issue No. of Adjusted Shares % 497,172 0.78 420,000 0.66 – 0.00 62,646,241 98.56 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 Adjusted Shares % 5,468,892 0.78 4,620,000 0.66 – 0.00 689,108,651 98.56 699,197,543 100.00	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 Adjusted Shares % 131,600,892 18.82 420,000 0.06 504,530,410 72.16 62,646,241 8.96 699,197,543 100.00	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 Adjusted Shares % 131,600,892 18.82 420,000 0.06 504,530,410 72.16 62,646,241 8.96 699,197,543 100.00
	No. of Shares 4,971,728 4,200,000 – 626,462,402 635,634,130	No. of Adjusted Shares 497,172 420,000 – 62,646,241 63,563,413	No. of Adjusted Shares 5,468,892 4,620,000 – 689,108,651 699,197,543	No. of Adjusted Shares 131,600,892 420,000 504,530,410 62,646,241 699,197,543
					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 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;

3. (ii) no such subscriber or purchaser of the Untaken Shares shall be procured by it or by the subunderwriters if allotment and issue of any Rights Shares to it would result in it and its associates, when aggregated with the Adjusted 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. 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. Further information will be made in the circular of the Company to update the Shareholders on the progress of the underwriting arrangements taken by the Underwriters.

6. 18 -

Assuming the outstanding Share Options being exercised in full

Director Mr. Shiu and his associates Mr. Leung Ge On, Andy Public Shareholders Kingston Securities Other public Shareholders Total	As at the date of this announcement No. of Shares % 4,971,728 0.77 4,200,000 0.65 – 0.00 633,362,402 98.57 642,534,130 100.00	After Capital Reorganisation but before completion of the Rights Issue No. of Shares % 497,172 0.77 420,000 0.65 – 0.00 63,336,241 98.57 64,253,413 100.00	Immediately after completion of the Rights Issue (assuming all Rights Shares are taken up by the Qualifying Shareholders No. of Shares % 5,468,892 0.77 4,620,000 0.65 – 0.00 696,698,651 98.57 706,787,543 100.00	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 % 132,980,892 18.82 420,000 0.06 510,050,410 72.16 63,336,241 8.96 706,787,543 100.00	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 % 132,980,892 18.82 420,000 0.06 510,050,410 72.16 63,336,241 8.96 706,787,543 100.00
	No. of Shares 4,971,728 4,200,000 – 633,362,402 642,534,130	No. of Shares 497,172 420,000 – 63,336,241 64,253,413	No. of Shares 5,468,892 4,620,000 – 696,698,651 706,787,543	No. of Shares 132,980,892 420,000 510,050,410 63,336,241 706,787,543
					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 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;

3. (ii) no such subscriber or purchaser of the Untaken Shares shall be procured by it or by the subunderwriters if allotment and issue of any Rights Shares to it would result in it and its associates, when aggregated with the Adjusted 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. 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. Further information will be made in the circular of the Company to update the Shareholders on the progress of the underwriting arrangements taken by the Underwriters.

6. 19 -

WARNING OF THE RISKS OF DEALING IN THE SHARES

The shares will be dealt in on an ex-rights basis from Tuesday, 23 August 2011. Dealings in the Rights Shares in the nil-paid form will take place from Thursday, 1 September 2011 to Thursday, 8 September 2011 (both days inclusive). If the conditions of the Underwriting Agreement are not fulfilled or the Underwriting Agreement is terminated by the Underwriters, 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 Thursday, 1 September 2011 to Thursday, 8 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 Thursday, 1 September 2011 to Thursday, 8 September 2011 (both days inclusive) will accordingly bear the risk that the Rights Issue may not become unconditional or may not proceed.

EXPECTED TIMETABLE

2011 Hong Kong time Expected date of despatch of Circular . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Monday, 25 July Latest time for lodging proxy forms for the SGM . . . . . . . . . . . . . . Tuesday 4:00 p.m., on 16 August SGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Thursday 4:00 p.m., on 18 August Announcement of results of SGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Thursday, 18 August Effective time and date of the Capital Reorganisation . . . . . . . . . . . Thursday 5:00 p.m. on 18 August Commencement of dealings in the Adjusted Shares . . . . . . . . . . . . . . 9:00 a.m. on Friday, 19 August Original counter for trading in Shares (represented by existing share certificates) in board lots of 20,000 shares temporarily closes . . . . . . . . . . . . . . 9:00 a.m. on Friday, 19 August Temporary counter for trading in Adjusted Shares (represented by existing share certificates) in board lots of 2,000 Adjusted Shares opens . . . . . . . . . . . . . . . . . 9:00 a.m. on Friday, 19 August

• 20 -

First day of free exchange of existing certificates for the Shares (in board lots of 20,000 Shares) into new certificates for the Adjusted Shares (in board lots of 2,000 Adjusted Shares) . . . . . . . . . . . . . . . . . . . . . 9:00 a.m. on Friday, 19 August Last day of dealing in Adjusted Shares on a cum-entitlement basis . . . . . . . . . . . Monday, 22 August First day of dealing in Adjusted Shares on an ex-entitlement basis. . . . . . . . . . . . Tuesday, 23 August Latest time for lodging transfer of Adjusted Shares in order to qualify for the Rights Issue . . . . . . . . . . . . . . . . . . . . . . . . . 4:30 p.m. on Wednesday, 24 August Register of members of the Company closes (both dates inclusive) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Thursday, 25 August to Monday, 29 August Record Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .5:30 p.m. on Monday, 29 August Register of members for the Shares reopens . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Tuesday, 30 August Despatch of Prospectus Documents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Tuesday, 30 August First day of dealings in nil-paid Rights Shares . . . . . . . . . . . . . . . . . . . . . . . . .Thursday, 1 September Original counter for trading in Adjusted Shares (represented by new share certificates) in board lot of 20,000 Adjusted Shares reopens. . . . . . . . . . . . . . . . . . 9:00 on Friday, 2 September Designated agent to stand in the market to provide matching services to facilitate the odd lots . . . . . . . . . . . . . . . . . 9:00 a.m. on Friday, 2 September Parallel trading in Adjusted Shares (in the form of New and existing certificates) commences. . . . . . . . . . . . . . . . . . 9:00 a.m. on Friday, 2 September Latest time for splitting nil-paid Rights Shares . . . . . . . . . . . . . . . 4:30 p.m. on Monday, 5 September Last day of dealings in nil-paid Rights Shares. . . . . . . . . . . . . . . . . . . . . . . . . .Thursday, 8 September Latest time for acceptance of and payment for Rights Shares and excess Rights Shares. . . . . . . . . . . . . . . 4:00 p.m. on Wednesday, 14 September Latest time to terminate the Underwriting Agreement and for the Rights Issue to become unconditional . . . . . . . . . . . 4:00 p.m. on Friday, 16 September

• 21 -

Announcement of the results of the Rights Issue. . . . . . . . . . . . . . . . . . . . . . . Tuesday, 20 September

Refund cheques to be despatched in relation

to wholly or partially unsuccessful applications

for excess Rights Shares on or before . . . . . . . . . . . . . . . . . . . . . . . . . . . Wednesday, 21 September

Shares certificates for Rights Shares to be despatched on or before . . . . . . Wednesday, 21 September

Temporary counter for trading in Adjusted Shares

(represented by existing share certificates) in

board lot of 2,000 Adjusted Shares closes . . . . . . . . . . . . . . . . . 4:00 p.m. on Friday, 23 September

Designated agent ceases to stand in the market

to provide matching services . . . . . . . . . . . . . . . . . . . . . . . . . . . 4:00 p.m. on Friday, 23 September

Parallel trading in Adjusted Shares (in the form of

new and existing certificates) ends. . . . . . . . . . . . . . . . . . . . . . . 4:00 p.m. on Friday, 23 September

Dealings in Rights Shares commences. . . . . . . . . . . . . . . . . . . . . . 9:00 a.m. on Friday, 23 September

Last day for free exchange of existing share certificates

for new share certificates for Adjusted Shares . . . . . . . . . . . . .4:00 p.m. on Tuesday, 27 September

Note: All references to date and time in this announcement are references to Hong Kong date and time.

Dates or deadlines specified in this announcement for events in the timetable for (or otherwise in relation to) the Rights Issue are indicative only and may be extended or varied as mutually agreed between the Company and the Underwriters. Separate announcement will be made for any consequential changes to the expected timetable as and when appropriate.

ADJUSTMENT IN RELATION TO THE OUTSTANDING SHARE OPTIONS

Upon the Capital Reorganisation becoming effective and the completion of the Rights Issue, the exercise price and the number of the Adjusted Shares to be issued under the outstanding Share Options, will be adjusted in accordance with the relevant provisions of the option scheme relating to the outstanding Share Options, the Company will make an announcement of such adjustment in due course.

GENERAL

The Capital Reorganisation is subject to, among other things, the passing of resolution by the Shareholders approving the same at the SGM. No Shareholder is required to abstain from voting in this respect.

• 22 -

The Rights Issue is subject to, among other things, the approval by the Independent Shareholders at the SGM. Pursuant to Rule 10.29 (1) of the GEM Listing Rules, any controlling Shareholder and their associates, or where there are no controlling Shareholders, the Directors (excluding the independent non-executive Directors), the chief executive of the Company and their respective associates will abstain from voting in favour of the resolutions relating to the Rights Issue. As at the date of this announcement, there is no controlling Shareholder. Mr. Shiu Yeuk Yuen, an executive Director, and his associates, are interested in 4,971,728 Shares and Mr. Leung Ge On Andy, an executive Director, is interested in 4,200,000 Shares, representing approximately 0.78% and 0.66% of the issued share capital of the Company as at the date of this announcement respectively. Accordingly Mr. Shiu Yeuk Yuen and his associates and Mr. Leung Ge On Andy shall abstain from voting in relation to the Rights Issue at the SGM.

The Independent Board Committee has been established to advise the Independent Shareholders as to whether the terms of the Rights Issue are fair and reasonable and in the interest of the Company and the Shareholders as a whole and to make recommendations to the Independent Shareholders on how to vote at the SGM. An independent financial adviser will be appointed to advise the Independent Board Committee and the Independent Shareholders in this regard.

The SGM will be convened and held for the Shareholders (or Independent Shareholders, where appropriate) to consider and, if thought fit, to approve, among other things, the proposed Capital Reorganisation and the Rights Issue. The Circular containing, among other things, (i) further details about the proposed Capital Reorganisation and the Rights Issue; (ii) a letter of recommendation from the Independent Board Committee to the Independent Shareholders in respect of the Rights Issue; (iii) a letter of advice from the independent financial adviser to the Independent Board Committee and the Independent Shareholders on the Rights Issue; and (iv) the notice convening the SGM, will be despatched to the Shareholders on or before Monday, 25 July 2011.

Upon the approval of the Rights Issue by the Independent Shareholders at the SGM and the Capital Reorganisation becoming effective, the Prospectus Documents setting out details of the Rights Issue will be despatched to the Qualifying Shareholders on the Prospectus Posting Date and the Prospectus will be despatched to the Excluded Shareholders for information only.

• 23 -

DEFINITIONS

In this announcement, unless the context otherwise requires, the following words and expressions shall have the following meanings when used herein:

“acting in concert” has the meaning ascribed thereto under the Takeovers Code “Adjusted Share(s)” ordinary share(s) of HK$0.01 each in the share capital of the Company upon the Capital Reorganisation becoming effective “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 Reduction” the proposed (i) reduction of the issued share capital of the Company by cancelling the paid-up capital of the Company to the extent of HK$0.09 on each of the issued Consolidated Shares such that the nominal value of each issued Consolidated Share will be reduced from HK$0.10 to HK$0.01; and (ii) reduction of the authorised share capital of the Company by reducing the nominal value of all Consolidated Shares from HK$0.10 each to HK$0.01 each resulting in the reduction of the authorised share capital of the Company from HK$300,000,000 divided into 3,000,000,000 Consolidated Shares to HK$30,000,000 divided into 3,000,000,000 ordinary shares of HK$0.01 each

“Capital Increase” the proposed increase of authorised share capital from HK$30,000,000 divided into 3,000,000,000 ordinary shares of HK$0.01 each to HK$300,000,000 divided into 30,000,000,000 Adjusted Shares of HK$0.01 each

“Capital Reorganisation”

the proposed reorganisation of the share capital of the Company involving, inter alia, the Share Consolidation, the Capital Reduction and the Capital Increase

• 24 -

“CCASS”	the Central Clearing and Settlement System established and operated
	by Hong Kong Securities Clearing Company Limited
“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
“Consolidated Share(s)”	ordinary share(s) of HK$0.10 each in the share capital of the Company
	immediately after the Share Consolidation becoming effective but
	before the Capital Reduction and the Capital Increase
“controlling shareholder(s)”	has the same meaning as ascribed to it under the GEM Listing
	Rules
“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
“HKSCC”	the Hong Kong Securities Clearing Company Limited
“Hong Kong”	the Hong Kong Special Administrative Region of the PRC
“Independent Board	The independent board committee of the Company to be established
Committee”	to advise the Independent Shareholders regarding the Rights Issue

• 25 -

• “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 non-executive 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 announcement

• “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 this announcement

• “Latest Lodging Date” 4:30 p.m. on Wednesday, 24 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

• “Latest Time for Acceptance” 4:00 p.m. on Wednesday, 14 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 Friday, 16 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 Time and Date) which are outside Hong Kong

• “Property” the property located at 1st Floor and 2nd Floor, Morrison Plaza, No. 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 are set out in the announcement of the Company dated 26 April 2010

• 26 -

“Prospectus”	a document relating to the Rights Issue to be despatched to Shareholders
	on the Record Time and Date, in such form as may be agreed between
	the Company and the Underwriters
“PAL(s)”	Provisional allotment letter(s) for the Rights Issue
“Prospectus Documents”	the Prospectus, the PAL(s) and EAF(s)
“Prospectus Posting Date”	the date of despatch of the Rights Issue Documents as the Underwriters
	may agree in writing with the Company
“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 Time and Date
“Record Date”	5:30 p.m. on Monday, 29 August 2011, being the date be reference
	to which entitlement to the Rights Issue will be determined
“Rights Shares”	not less than 635,634,130 Shares (assuming the outstanding Share
	Options not being exercised); and not more than 642,534,130 Shares
	(assuming the outstanding Share Options being exercised in full on
	or before the Record Time and Date)
“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 one
	Adjusted Share to the Qualifying Shareholders
“SGM”	a special general meeting of the Company to be convened to consider
	and, if thought fit, approve, among other things, the Rights Issue by
	the Independent Shareholders
“Share(s)”	ordinary share(s) of HK$0.01 each in the capital of the Company
“Share Consolidation”	the proposed consolidation of every ten (10) issued and unissued
	Shares of HK$0.01 each in the share capital of the Company into
	one (1) Consolidated Share of HK$0.10 each
“Share Options”	Share options granted by the Company to eligible participants of its
	share option scheme carrying rights to subscribe for a maximum of
	6,900,000 Shares
“Shareholder(s)”	Holder(s) of the Shares
“Stock Exchange”	The Stock Exchange of Hong Kong Limited

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“Subscription Price”	subscription price of HK$0.15 per Rights Share
“Underwriters”	Mr. Shiu and Kingston Securities
“Underwriting Agreement”	the underwriting agreement dated 29 June 2011 entered into between
	the Company and the Underwriters in relation to the Rights Issue
“Underwritten Shares”	not less than 630,662,410 Rights Shares and not more than 637,562,410
	Rights Shares.
“Untaken Shares”	those Underwritten Shares not accepted by Qualifying Shareholders
	or for which duly completed PALs or EAFs (accompanied by cheques
	or banker’s cashier orders for the full amount payable on acceptance
	which are honoured on first or, at the discretion of the Underwriters,
	subsequent presentation) have not been received by the Latest Time
	for Acceptance
“HK$”	Hong Kong Dollars, the lawful currency of Hong Kong
“%”	Per cent

By order of the Board UNLIMITED CREATIVITY HOLDINGS LIMITED Shiu Yeuk Yuen Chairman

Hong Kong, 29 June 2011

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

This announcement, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the GEM Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this announcement is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this announcement misleading.

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

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