Wisdomcome Group Holdings Ltd. — Capital/Financing Update 2011

Apr 13, 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.

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

(continued into Bermuda with limited liability)

(Stock Code: 8079)

DISCLOSEABLE TRANSACTION RELATING TO THE FULL ACCEPTANCE OF PROVISIONAL ALLOTMENT AND ADDITIONAL PURCHASES OF NIL-PAID RIGHTS SHARES UNDER THE RIGHTS ISSUE OF CHINA 3D DIGITAL ENTERTAINMENT LIMITED

DISCLOSEABLE TRANSACTION

The Board announces that on 13 April 2011, the Group has accepted full provisional allotment of China 3D Rights Shares under the China 3D Rights Issue.

The board of directors of China 3D, announced on 1 February 2011 that China 3D proposed to raise not less than HK$114 million and not more than HK$132.5 million, before expenses, by way of a rights issue of not less than 7,601,608,210 China 3D Rights Shares and not more than 8,828,194,312 China 3D Right Shares at the subscription price of HK$0.015 per China 3D Rights Share on the basis of seven China 3D Rights Shares for every China 3D Share held on the Record Date payable in full upon application.

As at the Record Date, the Company, itself and through Be Cool Limited (an indirect whollyowned subsidiary of the Company), are interested in 107,716,000 China 3D Shares, representing approximately 9.92% of the issue share capital of China 3D.

Under the China 3D Rights Issue, the Group is entitled to accept for an aggregate of 754,012,000 China 3D Rights Shares under its own entitlement. Furthermore, during the acceptance period of the China 3D Rights Issue, the Group has made additional purchases of nil-paid China 3D Rights Shares in the market. As at the date of this announcement, the Company, itself and through Be Cool Limited, are interested in 215,320,000 nil-paid China 3D Rights Shares, which entitled the Group to subscribe for 215,320,000 China 3D Rights Shares. On this basis, the total consideration to be paid by the Group for a total of 969,332,000 China 3D Rights Shares which the Group is to take up amounts to HK$14,539,980. As one of the applicable percentage ratios under Rule 19.06 of the GEM Listing Rules relating to the above exceeds 5% but is less than 25%, the full acceptance of the provisional allotment of the China 3D Rights Shares and the additional purchase of nil-paid China 3D Rights Shares made by the Group constitute a discloseable transaction for the Company under the GEM Listing Rules.

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CHINA 3D RIGHTS ISSUE

The Board announces that on 13 April 2011, the Group has accepted full provisional allotment of China 3D Rights Shares under the China 3D Rights Issue.

The board of directors of China 3D, announced on 1 February 2011 that China 3D proposed to raise not less than HK$114 million and not more than HK$132.5 million, before expenses, by way of a rights issue of not less than 7,601,608,210 China 3D Rights Shares and not more than 8,828,194,312 China 3D Right Shares at the subscription price of HK$0.015 per China 3D Rights Share on the basis of seven China 3D Rights Shares for every China 3D Share held on the Record Date payable in full upon application. Further details of the China 3D Rights Issue has been set out in the circular of China 3D dated 14 March 2011.

PROVISIONAL ALLOTMENT AND ADDITIONAL PURCHASES OF CHINA 3D RIGHTS SHARES

As at the Record Date, the Group is interested in 107,716,000 China 3D Shares, representing approximately 9.92% of the issued share capital of China 3D. Out of the 107,716,000 China 3D Shares, 65,782,000 China 3D Shares are held by Be Cool Limited (an indirect wholly-owned subsidiary of the Company) representing 6.06% of the issue share capital of China 3D.

On 29 March 2011, the shareholders of China 3D passed resolution to approve the China 3D Rights Issue. On 30 March 2011, China 3D despatched the prospectus documents under the China 3D Rights Issue to its shareholders. Under the China 3D Rights Issue, the Group is entitled to accept for an aggregate of 754,012,000 China 3D Rights Shares under its own entitlement. Furthermore, during the acceptance period of the China 3D Rights Issue, the Group has made additional purchases of nil-paid China 3D Rights Shares in the market. As at the date of this announcement, the Company, itself and through Be Cool Limited, are interested in 215,320,000 nil-paid China 3D Rights Shares, which entitled the Group to subscribe for 215,320,000 China 3D Rights Shares. Out of the 215,320,000 nil-paid China 3D Rights Shares, 21,620,000 nil-paid China 3D Rights Shares are held by Be Cool Limited.

Based on the above, the total consideration to be paid by the Group for a total of 969,332,000 China 3D Rights Shares which the Group is to take up amounts to HK$14,539,980, which is based on the subscription price of HK$0.015 per China 3D Rights Share. The required funding to the above will be satisfied by payment in cash from internal resources of the Company. The Group will not apply for any excess China 3D Rights Shares.

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INFORMATION ON CHINA 3D AND REASONS FOR THE CHINA 3D RIGHTS ISSUE

China 3D is principally engaged in entertainment business specialising in (i) film and television programme production, distribution and licensing; and (ii) artiste management.

China 3D intends to apply such net proceeds from the China 3D Rights Issue for the China 3D Group’s 3D movie production and acquisition of cinema(s) in Hong Kong and/or the PRC. China 3D has clear investment plans in such production and acquisition. The China 3D Group has been negotiating with a potential investor to establish a joint venture in the PRC with an investment in the amount of approximately RMB40 million from each joint venture party for the purpose of producing movie(s) in the PRC. It is expected that the joint venture will be established later this year. In addition, the China 3D Group has also been negotiating with a television broadcasting corporation in Hong Kong in relation to acquisition of certain intellectual property rights for the purpose of producing 3D digital movies. The cost of acquisition of such intellectual property rights and movie production is currently estimated to be approximately HK$50 million. The cash held by the China 3D Group following completion of the proposed Rights Issue will be allocated for the purposes of funding the aforementioned investments. These two investment plans are still under negotiation and no binding agreement has been entered into. In addition, it is expected that HK$700,000.00 per month is required to maintain the daily operation of the China 3D Group and also around HK$8 million will be used (including 3D effect production and promotional expenses) by one of China 3D’s subsidiaries to release its 3D movies currently produced. Further details of the China 3D Rights Issue has been set out in the circular of China 3D dated 14 March 2011.

REASONS FOR FULL ACCEPTANCE OF THE CHINA 3D RIGHTS ISSUE

The Group is principally engaged in the retails of beauty products, provision of beauty services, clinical services in Hong Kong and Macau, property investment, money lending business and securities investment in Hong Kong.

The Directors consider that the full acceptance by the Group of its provisional allotment under the China 3D Rights Issue will allow the Company to maintain its pro rata shareholding in China 3D. On this basis, the Directors consider that the Company’s participation in the China 3D Rights Issue is fair and reasonable and in the interests of the Company and the Shareholders as a whole.

GENERAL

The total consideration to be paid by the Group for a total of 969,332,000 China 3D Rights Shares which the Company is to take up amounts to HK$14,539,980. As one of the applicable percentage ratios under Rule 19.06 of the GEM Listing Rules exceeds 5% but is less than 25%, the full acceptance of the provisional allotment of the China 3D Rights Shares and the additional purchases of nil-paid China 3D Rights Share made by the Group therefore constitute a discloseable transaction for the Company under the GEM Listing Rules.

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DEFINITIONS

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

“Board”	the board of Directors
“China 3D”	China 3D Digital Entertainment Limited (stock code: 8078),
	a company incorporated in Bermuda with limited liability, the
	shares of which are listed on GEM
“China 3D Group”	China 3D and its subsidiaries
“China 3D Rights Shares”	7,601,608,210 China 3D Shares
“China 3D Rights Issue”	the proposed issue by way of rights of the China 3D Rights
	Shares at the subscription price of HK$0.015 on the basis of
	7 China 3D Rights Shares for every China 3D Share to the
	qualifying shareholders
“China 3D Shares”	ordinary shares of HK$0.005 each in the capital of China 3D
“Company”	Unlimited Creativity Holdings Limited (stock code: 8079), a
	company continued into Bermuda with limited liability, the
	shares of which are listed on GEM
“Director(s)”	director(s) of the Company
“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
“PRC”	People’s Republic of China
“Record Date”	29 March 2011, being the date be reference to which entitlement
	to the China 3D Rights Issue will be determined
“Share(s)”	ordinary share of HK$0.01 each in the capital of the
	Company

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“Shareholder(s)”

Holder(s) of the Shares

“Stock Exchange”

The Stock Exchange of Hong Kong Limited

“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, 13 April 2011

As at the date hereof, the Board comprised:

Executive Directors:

Mr. Shiu Yeuk Yuen Mr. Leung Ge On, Andy

Independent Non-executive Directors: Mr. Hung Anckes Yau Keung Dr. Siu Yim Kwan, Sidney Mr. Tsui Pui Hung, Walter

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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