Wisdomcome Group Holdings Ltd. — Capital/Financing Update 2011

May 3, 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 the accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

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

(Continued into Bermuda with limited liability)

(Stock code: 8079)

PLACING OF NEW SHARES UNDER GENERAL MANDATE

Placing Agent

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PLACING OF NEW SHARES

On 3 May 2011 (after trading hours), the Company entered into the Placing Agreement with the Placing Agent whereby the Company agreed to place, through the Placing Agent, on a best effort basis, a maximum of 105,000,000 new Shares to not less than six Placees at a price of HK$0.105 per Placing Share.

The maximum of 105,000,000 Placing Shares represent approximately (i) 19.79% of the issued share capital of the Company as at the date of this announcement; and (ii) 16.52% of the issued share capital of the Company as enlarged by the issue of a maximum of 105,000,000 Placing Shares.

The Placing Price represents (i) a discount of approximately 18.60% to the closing price of HK$0.129 per Share as quoted on the Stock Exchange on the date of this announcement, being the date of the Placing Agreement; and (ii) a discount of approximately 19.35% to the average closing price of HK$0.1302 per Share as quoted on the Stock Exchange for the five consecutive trading days immediately prior to the date of this announcement.

The aggregate gross proceeds from the Placing will be approximately HK$11.03 million. The Company intends to use the net proceeds of approximately HK$10.75 million from the Placing for repayment of the mortgage loan of the Group, general working capital of the Group and/or possible investment in the future when opportunities arise.

The Placing is not subject to Shareholders’ approval as the Placing Shares will be issued under the General Mandate.

Shareholders and potential investors should note that completion of the Placing is subject to fulfillment of the conditions under the Placing Agreement. As the Placing may or may not proceed, Shareholders and potential investors are reminded to exercise caution when dealing in the Shares.

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THE PLACING AGREEMENT

Date

3 May 2011

Issuer

The Company

Placing Agent

Kingston Securities Limited

To the best of the Directors’ knowledge, information and belief having made all reasonable enquiries, the Placing Agent and their ultimate beneficial owners are third parties independent of and not connected with the Company and its connected persons. As at the date of this announcement, the Placing Agent is interested in 8 Shares.

Placees

The Placing Shares will be placed to not less than six Placees, who are independent institutional, professional and/or individual investors and not concert parties with the controlling Shareholder(s) (if any) (as defined under the Takeovers Code), and not connected with any directors, chief executive or substantial shareholder (if any) of the Company or its subsidiaries and their respective associates. It is expected that none of the Placees and their respective associates will become a substantial shareholder (as defined under the GEM Listing Rules) of the Company as a result of the Placing.

Placing Shares

Pursuant to the Placing Agreement, the Placing Agent agreed to procure, on a best effort basis, not less than six Placees to subscribe for a maximum of 105,000,000 Placing Shares at the Placing price. The maximum of 105,000,000 Placing Shares represent approximately (i) 19.79% of the issued share capital of the Company as at the date of this announcement; and (ii) 16.52% of the issued share capital of the Company as enlarged by the issue of a maximum of 105,000,000 Placing Shares. The aggregate nominal value of the maximum number of 105,000,000 Placing Shares is HK$1,050,000.

Placing Price

The Placing Price represents (i) a discount of approximately 18.60% to the closing price of HK$0.129 per Share as quoted on the Stock Exchange on the date of this announcement, being the date of the Placing Agreement; and (ii) a discount of approximately 19.35% to the average closing price of HK$0.1302 per Share as quoted on the Stock Exchange for the five consecutive trading days immediately prior to the date of this announcement.

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The Placing Price was determined after arm’s length negotiations between the Company and the Placing Agent on the date of the Placing Agreement with reference to the prevailing market price of the Shares.

The Directors consider that the terms of the Placing Agreement (including the Placing Price) are fair and reasonable and that the Placing is in the interests of the Company and the Shareholders as a whole.

Conditions precedent to the Placing Agreement

Completion of the Placing is conditional upon fulfillment of the following conditions:

• (i) the Listing Committee of the Stock Exchange granting the listing of and permission to deal in the Placing Shares; and

• (ii) any other approvals as may be required for the Placing.

The Placing Agreement shall automatically become null and void and of no effect if the conditions set forth above remain unfulfilled on 31 May 2011 or such date mutually agreed by both the Company and the Placing Agent and in such event either party shall have no claim against each other, save for those expressly reserved and agreed in the Placing Agreement.

Termination and force majeure

The Placing Agreement may be terminated by the Placing Agent if at any time at or before 9:00 a.m. on the date of completion of the Placing Agreement, there occurs:

• (i) the introduction of any new law or regulation or any change in existing laws or regulations (or the judicial interpretation thereof) or other occurrence of any nature whatsoever which may, in the reasonable opinion of the Placing Agent, materially and adversely affect the business or the financial or trading position or prospects of the Company;

• (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 of the Placing Agreement) of a political, military, financial, economic, currency (including a change in the system under which the value of the Hong Kong currency is linked to the currency of the United States of America) or other nature (whether or not of the same nature with any of the foregoing), or in the nature of any local, national, international outbreak or escalation of hostilities or armed conflict, or affecting local securities market or the occurrence of any combination of circumstances which may, in the reasonable opinion of the Placing Agent, materially and adversely affect the business or the financial or trading position or prospects of the Company or adversely prejudices the success of the Placing to potential investor(s) or otherwise makes it inexpedient or inadvisable for the Company or the Placing Agent to proceed with the Placing;

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• (iii) any change in market conditions or combination of circumstances in Hong Kong (including without limitation suspension or material restriction on trading in securities) occurs which affect the success of the Placing (such success being the completion of the placing of the Placing Shares to potential investor(s)) or otherwise in the sole and absolute opinion of the Placing Agent make it inexpedient or inadvisable or inappropriate for the Company or the Placing Agent to proceed with the Placing;

• (iv) the Company commits any material breach of or omits to observe any of the obligations or undertakings expressed or assumed under the Placing Agreement;

• (v) any adverse change in the business, financial or trading position of any member of the Group which is material to the Placing; or

• (vi) the Placing Agent shall become aware of the fact that any of the representations or warranties contained in the Placing Agreement was, when given, untrue or inaccurate in any respect or would in any respect be untrue or inaccurate, or if repeated the Placing Agent shall determine in its reasonable opinion that any such untrue representation or warranty represents or is likely to represent a material adverse change in the financial or trading position or prospects of the Group or will otherwise likely to have a material prejudicial effect on the Placing.

Completion

Completion of the Placing shall take place within four Business Days after all the conditions as set out in the Placing Agreement are fulfilled or such other date to be agreed between the Company and the Placing Agent.

Placing commission

The Placing Agent shall receive a placing commission of 2.0% of the amount equal to the Placing Price multiplied by the number of the Placing Shares successfully placed.

General Mandate

The maximum of 105,000,000 Placing Shares will be issued and allotted under the General Mandate. As at the date of this announcement, the General Mandate has not been utilized since it was granted and the number of new Shares that could be issued by the Company under the General Mandate is 105,546,826 Shares.

Application for listing

The Company will apply to the Listing Committee of the Stock Exchange for the listing of, and permission to deal in, the Placing Shares.

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EFFECT ON SHAREHOLDING STRUCTURE OF THE COMPANY

Set out below is the shareholding structure of the Company (i) as at the date of this announcement and (ii) upon completion of the Placing, assuming a maximum of 105,000,000 Placing Shares are successfully placed by the Placing Agent.

Mr. Shiu Yeuk Yuen and Mr. Leung Ge On, Andy their associates_(Notes 1,2&3) Public Shareholders The Placees(Note 4) Other public Shareholders Total _Note:	As at the date of this announcement Number of Approximate Shares % 13,412,514 2.53 – – 517,221,616 97.47 530,634,130 100.00	Upon the completion of the Placing Number of Approximate Shares % 13,412,514 2.11 105,000,000 16.52 517,221,616 81.37 635,634,130 100.00	Upon the completion of the Placing Number of Approximate Shares % 13,412,514 2.11 105,000,000 16.52 517,221,616 81.37 635,634,130 100.00
			100.00

1. Mr. Shiu Yeuk Yuen and Mr. Leung Ge On, Andy are executive Directors of the Company and Ms. Siu York Chee is an ex-director of the Company who has resigned with effect from 14 January 2011.

2. 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 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, the step-mother of Mr. Shiu Stephen Junior.

3. Ms. Siu York Chee and Mr. Shiu Yeuk Yuen are the trustees of Ms. Shiu Yo Yo and Ms. Shiu Sound Sound.

4. Pursuant to the Placing Agreement, the Placing Agent agreed to procure that the Placees and their ultimate beneficial owners shall be third parties independent of and not connected with the Company and its connected persons. Therefore, the Placees are treated as public Shareholders.

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EQUITY FUND RAISING ACTIVITIES IN THE PAST TWELVE MONTHS

Date of		Net Proceeds	Intended use of	Actual use
announcement	Capital raising activity	raised	proceeds	of proceeds
18 January	Placing of 85,000,000	Approximately	For general	(i) Approximately
2011 new Shares		HK$13.70	working capital	HK$0.70 million was
		million	of the Group	used for general
			and/or possible	working capital; and
			investment in	(ii) approximately
			the future when	HK$13 million was
			opportunities	used for full acceptance
			arise	of provisional allotment
				and additional purchases
				of nil-paid rights shares
				under the rights issue of
				China 3D Digital
				Entertainment Limited
15 September	Placing of 71,000,000	Approximately	For payment of	Approximately HK$13.88
2010	new Shares	HK$13.88	the Property and	million was used for
		million	Group’s general	payment of the Property
			working capital

Note:

As stated in the announcement of the Company dated 8 December 2010, the Company proposed to place through a placing agent, on a best effort basis, a maximum of 85,000,000 new Shares to not less than six independent placees. However, the aforesaid placing was terminated by the Company and the placing agent on 31 December 2010.

Save as disclosed above, the Company had not carried out any equity fund raising exercise in the 12month period immediately preceding the date of this announcement.

REASONS FOR THE PLACING AND USE OF THE PROCEEDS

The Company 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.

The gross proceeds from the Placing will be approximately HK$11.03 million. The Company intends to use the net proceeds of approximately HK$10.75 million from the Placing for repayment of mortgage loan of the Group, general working capital of the Group and/or possible investment in the future when opportunities arise. The net price raised per Placing Share upon completion of the Placing will be approximately HK$0.1024 per Share.

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The Directors are of the view that the Placing will broaden the Shareholders’ portfolio. The Placing will also strengthen the financial position of the Group. The Group has been looking for new business opportunities. The Placing will therefore enhance the Group’s flexibility in future business developments or investments as and when opportunities arise. Accordingly, the Board considers that the Placing is in the interests of the Company and the Shareholders as a whole.

GENERAL

The Placing is not subject to Shareholders’ approval as the Placing Shares will be issued under the General Mandate.

Shareholders and potential investors should note that completion of the Placing is subject to fulfillment of the conditions under the Placing Agreement. As the Placing may or may not proceed, Shareholders and potential investors are reminded to exercise caution when dealing in the Shares.

DEFINITIONS

The following terms have the following meanings in this announcement unless the context otherwise requires:

“associates”	has the meaning ascribed to it in the GEM Listing Rules
“Board”	the board of Directors
“Business Day(s)”	any day (excluding a Saturday and Sunday) on which banks generally
	are open for business in Hong Kong
“Company”	Unlimited Creativity Holdings Limited, an exempted company
	continued into Bermuda with limited liability and the Shares of
	which are listed on the GEM
“connected person(s)”	has the meaning ascribed to it in the GEM Listing Rules
“Directors”	directors of the Company
“GEM”	the Growth Enterprise Market of the Stock Exchange
“GEM Listing Rules”	the rules governing the listing of securities on GEM
“General Mandate”	the general mandate which was granted to the Directors pursuant
	to an ordinary resolution passed at the Company’s special general
	meeting held on 15 April 2011 to issue and allot up to 105,546,826
	new Shares, representing 20% of the aggregate nominal amount of the
	share capital of the Company in issue on the date of the meeting

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“Group”	the Company and its subsidiaries
“Hong Kong”	the Hong Kong Special Administrative Region of the People’s Republic
	of China
“Placee(s)”	any independent institutional, professional and/or individual investors
	who are not concert parties with the controlling Shareholder(s) (if
	any) (as defined under the Takeovers Code), and not connected with
	any directors, chief executive or substantial Shareholder(s) (if any)
	of the Company or its subsidiaries and their respective associates
“Placing”	the best effort placing of up to 105,000,000 Placing Shares
“Placing Agent”	Kingston Securities Limited, a licensed corporation to carry on type 1
	(dealing in securities) regulated activity for the purposes of the Securities
	and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)
“Placing Agreement”	the agreement entered into between the Company and the Placing
	Agent dated 3 May 2011 in respect of the Placing
“Placing Price”	HK$0.105 per Placing Share
“Placing Share(s)”	a maximum of 105,000,000 Shares to be issued under the Placing
“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 of which are set
	out in an announcement of the Company dated 26 April 2010).
“SFC”	the Securities and Futures Commission of Hong Kong
“Share(s)”	the ordinary share(s) of HK$0.01 each in the share capital of the
	Company
“Shareholders”	holders of the Shares
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“Takeovers Code”	Hong Kong Code on Takeovers and Mergers

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“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, 3 May 2011

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

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

This announcement will remain on the “Latest Company Announcements” page of the website of the GEM at www.hkgem.com for at least 7 days from the date of its posting and on the Company’s website at www.ulcreativity.com.

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