Wisdomcome Group Holdings Ltd. — Capital/Financing Update 2012

Feb 27, 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 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)

DISCLOSEABLE TRANSACTION

GRANT OF LOAN FACILITIES

On 24 February 2012, the Lender entered into the Loan Agreements with the Borrowers, pursuant to which the Lender agreed to grant to each of the Borrowers the respective Loan Facilities. The amount of the Loan Facilities has been drawn down by the Borrowers upon signing of the Loan Agreement.

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

LOAN AGREEMENT 1

Date : 24 February 2012 Lender : Yvonne Credit Service Company Limited, being an indirect wholly owned subsidiary of the Company Borrower 1 : Ms. Fung Wai Yin Daisy and Mr. Yip Wing Tai Loan Facility 1 : HK$3,000,000

Loan Period : 6 months expiring on 27 August 2012 or such later date to be agreed between the Lender and the Borrowers

1

Security : (1) Apartment C on 9[th] Floor, “Kimberley 26”, No. 26 Kimberley Road, Kowloon, Hong Kong

• (2) Apartment D on 8[th] Floor, “Kimberley 26”, No. 26 Kimberley Road, Kowloon, Hong Kong

• (3) Apartment E on 11[th] Floor “Kimberley 26”, No. 26 Kimberley Road, Kowloon, Hong Kong

LOAN AGREEMENT 2

Date : 24 February 2012 Lender : Yvonne Credit Service Company Limited, being an indirect wholly owned subsidiary of the Company

• Borrower 2 : Ms. Fung Wai Yin Daisy, Ms. Yip Wing Sea and Mr. Yip Wing Tai Loan Facility 2 : HK$2,500,000

• Loan Period : 6 months expiring on 27 August 2012 or such later date to be agreed between the Lender and the Borrowers

• Security : Flat D on 1/F of Block 44 and Car park 58 on Level 1, Northern Carpark, Savanna Garden, No. 4283 Tai Po Road, Tai Po Kau, Tai Po, New Territories

LOAN AGREEMENT 3

• Date : 24 February 2012

• Lender : Yvonne Credit Service Company Limited, being an indirect wholly owned subsidiary of the Company

• Borrower 3 : Ms. Fung Wai Yin Daisy, Mr. Yip Ming Ho Manly and Mr. Yip Wing Tai Loan Facility 3 : HK$6,500,000

• Loan Period : 6 months expiring on 27 August 2012 or such later date to be agreed between the Lender and Borrowers

• Security : House 108, Hong Lok Yuen, Hong Lok Road East, Tai Po, New Territories (Sub-section 514 of Section I of Lot No. 1945 in D.D.7)

2

Precedent Condition :

• A new loan of HK$5,500,000 will be granted to the Borrowers on or before 30 April 2012 subject to the completion of the first interest payment for each of the Loan Facilities repaid by the Borrowers due on 26 March 2012. A new loan agreement will be entered into between the Borrowers and the Lender should the new loan be granted. Appropriate announcement will be made as and when required under the GEM Listing Rules.

The Loan Facilities granted to the Borrowers were funded by internal resources of the Group.

To the best of the Directors’ knowledge, information and belief having made all reasonable enquiry, the Borrowers are Independent Third Party and not connected with the Company and its subsidiaries.

The Loan Agreements were entered into between each of the Borrowers and the Lender on 24 February 2012, pursuant to which the Lender agreed to grant the Loan Facilities to the Borrowers. The Loan Facilities are all secured and carry an interest rate of 1.7% per month which was determined with reference to the factors including, among others, (i) our usual practice comparing to our other clients and (ii) the rules under section 24 of the Money Lending Ordinance (Cap. 163 of the laws of Hong Kong) which says the maximum effective rate of interest must not exceed 60% per annum. The full principal amount of each drawdown will be repayable by each of the Borrowers no later than 27 August 2012 or such later date to be agreed between the Lender and each of the Borrowers and the outstanding interest thereon will be repayable by each of the Borrowers on a monthly basis. The amount of the Loan Facilities has been drawn down by the Borrowers upon signing of the Loan Agreements.

REASONS FOR AND BENEFITS OF THE LOAN FACILITY

The Group is principally engaged in the retails of beauty products, 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 Directors are of the view that entering the Loan Agreements aligns with the Group’s strategy to further develop its money lending business. The Directors consider that the terms of the Loan Agreements are on normal commercial terms and are fair and reasonable and thus the entering into of the Loan Agreements 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 grant of the Loan Facilities exceeds 5% but is not more than 25%, the grant of the Loan Facilities constitutes a discloseable transaction of the Company under Chapter 19 of the GEM Listing Rules.

3

DEFINITIONS

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

“Borrower 1”	Ms. Fung Wai Yin Daisy and Mr. Yip Wing Tai
“Borrower 2”	Ms. Fung Wai Yin Daisy, Ms. Yip Wing Sea and Mr. Yip Wing Tai
“Borrower 3”	Ms. Fung Wai Yin Daisy, Mr. Yip Ming Ho Manly and Mr. Yip Wing Tai
“Borrowers”	Borrower 1, 2 and 3
“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
“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)
“Lender”	Yvonne Credit Service Company Limited, being an indirect wholly owned
	subsidiary of the Company
"Loan Agreement 1"	The agreement dated 24 February 2012 entered into between the Lender and
	Borrower 1
"Loan Agreement 2"	The agreement dated 24 February 2012 entered into between the Lender and
	Borrower 2

4

"Loan Agreement 3"	The agreement dated 24 February 2012 entered into between the Lender and
	Borrower 3
“Loan Agreements”	Loan Agreement 1, Loan Agreement 2 and Loan Agreement 3
“Loan Facility 1”	the loan facility of HK$3,000,000 granted by the Lender to the Borrower 1
	pursuant to Loan Agreement 1
“Loan Facility 2”	the loan facility of HK$2,500,000 granted by the Lender to the Borrower 2
	pursuant to Loan Agreement 2
“Loan Facility 3”	the loan facility of HK$6,500,000 and conditional loan facility of
	HK$5,500,000 granted by the Lender to the Borrower 3 pursuant to Loan
	Agreement 3
“Loan Facilities”	the aggregate amount of HK$12,000,000 granted under Loan Facility 1,
	Loan Facility 2 and Loan Facility 3 and conditional loan facility of
	HK$5,500,000 pursuant to Loan Agreement 3
“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
“%”	per cent.

On order of the Board

Unlimited Creativity Holdings Limited Shiu Yeuk Yuen Chairman

Hong Kong, 24 February 2012

As at the date of this announcement, the Board comprises Mr. Shiu Yeuk Yuen and Mr. Leung Ge On Andy as executive Directors; 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.

5