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 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 ����� ��

(Continued into Bermuda with limited liability)

(Stock code: 8079)

DISCLOSEABLE TRANSACTION ACQUISITION OF PROPERTY

On 13 April 2011, Top Euro Limited, an indirect wholly-owned subsidiary of the Company, (as purchaser) entered into an Acquisition Agreement with an Independent Third Party (as vendor) regarding the acquisition of a property in Hong Kong. The Acquisition constitutes a discloseable transaction of the Company under Chapter 19 of the GEM Listing Rules.

THE ACQUISITION AGREEMENT

THE ACQUISTION AGREEMENT DATED 13 APRIL 2011

Parties:

Purchaser: Top Euro Limited, being an indirect wholly-owned subsidiary of the Company Vendor: Union Chance Development Limited, a company incorporated in Hong Kong with limited liability and with principal activity being investment holding. To the best of the Directors’ knowledge, information and belief having made all reasonable enquiry, the Vendor and its ultimate beneficial owners are Independent Third Party

Subject :

the Property

Information on the Property:

The Property is located at Portion 2 of Unit B, 14[th] Floor, Chaiwan Industrial Centre, 20 Lee Chung Street, Chaiwan, Hong Kong. It is an industrial building located in Chaiwan and has a tenancy agreement

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until 4 June 2013 at monthly rental of HK$31,692. The Property will be delivered to Top Euro upon completion of the Acquisition Agreement on or before 15 July 2011. At initial recognition, the Property has a book value of HK$10,564,000 which equals to the consideration for the Acquisition; whereas the information on net profits of the Property is not available from the Vendor.

Consideration and payment terms for the Acquisition:

The consideration for the Acquisition of HK$10,564,000 has been determined after arm’s length negotiations between the Vendor and Top Euro with reference to the prevailing market value of similar property in Chaiwan. The Acquisition would be funded by internal resources and/or mortgage facility granted by bank.

The consideration for the Acquisition is payable to the Vendor in cash in the following manner:

• (i) an initial deposit in the sum of HK$500,000 has been paid to the Vendor upon signing of the Acquisition Agreement;

• (ii) a further deposit of HK$556,400 will be paid to the Vendor on or before 29 April 2011; and

• (iii) the remaining balance of HK$9,507,600 will be paid to the Vendor upon completion of the Formal Agreement on or before 15 July 2011.

Completion of the Acquisition Agreement:

Completion of the Acquisition Agreement will take place on or before 15 July 2011. Immediately upon completion, the Vendor will deliver the Property to Top Euro.

REASON FOR THE ACQUISITION

The Group is principally engaged in the retails of beauty products, provision of beauty services, clinical services in Hong Kong and Macau, property investment and securities investment in Hong Kong. The Directors are of the view that investment in the property market is a good strategic plan of the Company. The Directors consider that the terms of the Acquisition Agreement are fair and reasonable and are in the interests of the Company and the Shareholders as a whole.

GENERAL

As one of the applicable percentage ratios set out in Rule 19.06 of the GEM Listing Rules with respect to the Acquisition exceeds 5% but is not more than 25%, the Acquisition constitutes discloseable transaction of the Company under Chapter 19 of the GEM Listing Rules.

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DEFINITIONS

In this announcement, the following expressions have the meanings set out below unless the context otherwise requires:

“Acquisition”	the acquisition of the Property by Top Euro pursuant to the Acquisition
	Agreement
“Acquisition Agreement”	the preliminary agreement dated 13 April 2011 entered into between the
	Vendor and Top Euro for the sale and purchase of the Property
“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)”	the director(s) of the Company
“Formal Agreement”	the formal sale and purchase agreement expected to be signed on or before
	29 April 2011 between the Vendor and Top Euro for the sale and purchase
	agreement of the Property
“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
“HK$”	Hong Kong dollar, the lawful currency of Hong Kong
“Hong Kong”	the Hong Kong Special Administrative Region of the People’s Republic of
	China
“Independent Third Party”	person(s) who or company(ies) together with its/their ultimate beneficial
	owner(s) which, to the best of the Directors’ knowledge, information and
	belief having made all reasonable enquiry, is/are third party(ies)
	independent of the Company and its connected person(s)
“Property”	the property located at Portion 2 of Unit B, 14thFloor, Chaiwan Industrial
	Centre, 20 Lee Chung Street, Chaiwan, Hong Kong

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“Shareholder(s)” the holder(s) of the Shares “Share(s)” ordinary share(s) of HK$0.01 each in the share capital of the Company “Stock Exchange” The Stock Exchange of Hong Kong Limited “Top Euro” Top Euro Limited, a company incorporated in Hong Kong with limited liability and is an indirect wholly-owned subsidiary of the Company “Vendor” Union Chance Development Limited, a company incorporated in Hong Kong with limited liability and is an Independent Third Party “%” per cent.

On order of the Board Unlimited Creativity Holdings Limited Shiu Yeuk Yuen Chairman

Hong Kong, 13 April 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 Company’s website at www.ulcreativity.com and at the “Latest Company Announcements” page of the GEM website for at least 7 days from the date of its posting.

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