Wisdomcome Group Holdings Ltd. — Capital/Financing Update 2012

Sep 3, 2012

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 in Bermuda with limited liability)

(Stock code: 8079)

DISCLOSEABLE TRANSACTIONS ACQUISITION OF PROPERTY

AND

GRANT OF OPTION

On 3 September 2012, Perfect Top Corporation Limited, an indirect wholly-owned subsidiary of the Company (as purchaser) entered into the Formal Agreement with an Independent Third Party (as vendor) regarding the Acquisition of the Property in Hong Kong.

Perfect Top agrees to grant an option to the Vendor to buy back the Property at the Exercise Price of HK$4,250,000 after ten months but not more than twenty five months from the Completion Date.

As the applicable percentage ratios set out in Rule 19.06 of the GEM Listing Rules with respect to the Acquisition and the Grant of Option exceeds 5% but are less than 25%, each of the Acquisition and the Grant of Option constitutes a discloseable transaction of the Company under Chapter 19 of the GEM Listing Rules.

THE FORMAL AGREEMENT

Date :

3 September 2012

Parties:

Purchaser: Perfect Top Corporation Limited, being an indirect wholly-owned subsidiary of the Company.

Vendor: Vendor A. To the best of the Directors’ knowledge, information and belief having made all reasonable enquiry, the Vendor is an Independent Third Party.

Subject :

the Property

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Information on the Property:

The Property is located at Flat 9, 3[rd] Floor, Block G, Lung Wan House, Lung Poon Court, 8 Lung Poon Street, Diamond Hill, Kowloon, Hong Kong. It is a residential building located in Hong Kong. The Property has been delivered to Perfect Top upon signing of the Formal Agreement on 3 September 2012 in a consideration of HK$4,250,000. At initial recognition, the Property has a book value of HK$4,250,000 which equals to the consideration of the Acquisition; whereas the information on net profits of the Property is not available from the Vendor.

Perfect Top and the Vendor have not entered into any transactions within the past twelve months that need to be aggregated with the Acquisition pursuant to Rules 19.22 of the GEM Listing Rules.

Consideration and payment terms for the Acquisition:

The consideration for the Acquisition of HK$4,250,000 has been determined on an arm’s length negotiation between the Vendor and Perfect Top with reference to the prevailing market value of similar properties in Diamond Hill. The Acquisition would be funded by internal resources. The consideration for the Acquisition of HK$4,250,000 is payable to the Vendor in cash in the following manner:

• (i) an initial deposit in the sum of HK$20,000 has been paid to the Vendor upon signing of the Formal Agreement;

• (ii) the remaining balance of HK$4,230,000 has also been paid to the Vendor upon completion of the Formal Agreement on 3 September 2012.

Completion of the Formal Agreement:

Completion of the Formal Agreement took place on 3 September 2012. Immediately upon completion, the Vendor delivered the Property to Perfect Top.

Condition:

The Vendor entered into a tenancy agreement with Perfect Top on the Completion Date for a period of twenty four months starting from 3 September 2012 to 2 September 2014 at a monthly rental of HK$34,000.

Grant of Option

Perfect Top agrees to grant an option to the Vendor (the “ Grant of Option ”) to buy back the Property at the Exercise Price of HK$4,250,000 after ten months but not more than twenty five months from the

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Completion Date. If the Vendor chooses not to exercise the option to buy back the Property from Perfect Top within two months after the period of twenty five months from the Completion Date and if the then market value of the Property is below HK$4,250,000, the Vendor agrees to compensate the difference from the Consideration and the market value in the future to Perfect Top.

There is no gain or loss arising from the possible disposal as there is no difference between the Consideration and the Exercise Price.

USE OF PROCEEDS FROM THE POSSIBLE DISPOSAL

The net proceeds from the possible disposal of the Property amounting to approximately HK$4,200,000 will be applied by the Group for general working capital purpose.

REASON AND BENEFIT FOR THE ACQUISITION

The Group is principally engaged in money lending business, property investment, financial instruments and quoted shares investment in Hong Kong and the retailing of beauty products and provision of beauty services, clinical services in Hong Kong and Macau. The Directors are of the view that investment in the property market and granting of an option is a good strategic plan of the Company.

As a result of the Acquisition, the Company is expected to generate an unaudited net profits before taxation amounting to HKD816,000 if the Vendor refuse to buy back the Property in the Exercise Period. Moreover, a compensation can be seek from the Vendor in case of a reverse in the future property price.

The Directors consider that the Grant of Option allow the Group to safeguard itself in case of a reverse in the property price in future. The Directors consider that the terms of the Formal Agreement and the Grant of Option are fair and reasonable and are in the interests of the Company and the Shareholders as a whole.

GENERAL

As the applicable percentage ratios set out in Rule 19.06 of the GEM Listing Rules with respect to the Acquisition and the Grant of Option exceeds 5% but are less than 25%, each of the Acquisition and the Grant of Option constitutes a discloseable transaction of the Company under Chapter 19 of the GEM Listing Rules.

DEFINITIONS

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

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• “Acquisition” the acquisition of the Property by Perfect Top pursuant to the Formal Agreement

• “Company” Unlimited Creativity Holdings Limited (Stock code: 8079), a company continued in Bermuda with limited liability, the shares of which are listed on GEM

• “Completion Date” on 3 September 2012

• “Consideration” HK$4,250,000, the consideration of the Property

• “Director(s)” the director(s) of the Company “Exercise Period” 3 July 2013 to 3 October 2014 (after ten months but not more than twenty-five months from the Completion Date)

• “Exercise Price” HK$4,250,000, the exercise price of the Property

• “Formal Agreement” the formal sale and purchase agreement signed on 3 September 2012 between the Vendor and Perfect Top for the sale and purchase 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)

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“Perfect Top”

Perfect Top Corporation Limited, a company incorporated in Hong Kong with limited liability and is an indirect wholly-owned subsidiary of the Company

“Property” the property located at Flat 9, 3[rd] Floor, Block G, Lung Wan House, Lung Poon Court, 8 Lung Poon Street, Diamond Hill, Kowloon, Hong Kong

• “Shareholder(s)” the holder(s) of the Shares

• “Stock Exchange” The Stock Exchange of Hong Kong Limited

• “Vendor” Vendor A, an Independent Third Party

• “%” per cent.

By order of the Board

Unlimited Creativity Holdings Limited Shiu Yeuk Yuen Chairman

Hong Kong, 3 September 2012

As at the date of this announcement, the board of Directors comprises Mr. Shiu Yeuk Yuen and Mr. Leung Ge On Andy as executive Directors; and Dr. Siu Yim Kwan, Sidney, Mr. Tsui Pui Hung and Mr. Kam Tik Lun 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 the “Latest Company Announcements” page of the GEM website for at least seven days from the date of its posting.

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