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Wisdomcome Group Holdings Ltd. — Capital/Financing Update 2012
Jan 20, 2012
51257_rns_2012-01-20_e9120c68-4a73-4ca3-a702-67e60502761a.pdf
Capital/Financing Update
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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 GRANT OF LOAN FACILITIES
On 20 January 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 Agreements.
The aggregate amount of Loan Facilities and Prior Transaction granted to the Borrowers within a 12-month period is HK$15,000,000, of which HK$10,000,000 have been repaid by the Borrowers. The grant of Loan Facilities, on a stand alone basis, exceeds 5% but is not more than 25%, does constitute a discloseable transaction of the Company in accordance with the GEM Listing Rules. The grant of Loan Facilities, when aggregated with the Prior Transaction, exceeds 5% but is not more than 25% in accordance with the GEM Listing Rules, also constitutes a discloseable transaction of the Company under Chapter 19 of the GEM Listing Rules.
LOAN AGREEMENT 1
Date : 20 January 2012
- Lender : Yvonne Credit Service Company Limited, being an indirect wholly owned subsidiary of the Company
Borrower 1 : Mr. Sze and Forever Ease Limited, a company incorporated in Hong Kong with limited liability and with principal activity being investment holding, whose the ultimate beneficial owner is Mr. Sze.
Loan Facility 1 : HK$1,000,000
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Loan Period : 3 months and expiring on 20 April 2012 or such later date to be agreed between the Lender and the Borrowers
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Security : Flat A, 32/F, Zone 2, Phase VI, Service APT. Accommodation in Tower 21, The Cullinan, 1 Austin Road West, Kowloon, Hong Kong
LOAN AGREEMENT 2
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Date : 20 January 2012
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Lender : Yvonne Credit Service Company Limited, being an indirect wholly owned subsidiary of the Company
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Borrower 2 : Mr. Sze and Century International Investment Holdings Limited, a company incorporated in Hong Kong with limited liability and with principal activity being investment holding, whose the ultimate beneficial owner are Mr. Sze and Ms. Lam Lai Ching.
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Loan Facility 2 : HK$1,000,000
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Loan Period : 3 months and expiring on 20 April 2012 or such later date to be agreed between the Lender and the Borrowers
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Security : House 16 with Garden & Carparking spaces, Meister House, 1 Fairview Park Boulevard Road, Yuen Long, New Territories.
LOAN AGREEMENT 3
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Date : 20 January 2012
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Lender : Yvonne Credit Service Company Limited, being an indirect wholly owned subsidiary of the Company
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Borrower 3 : Mr. Sze and Billion Success Capital Investment Limited, a company incorporated in Hong Kong with limited liability and with principal activity being investment holding, whose the ultimate beneficial owner are Mr. Sze and Ms. Lam Lai Ching.
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Loan Facility 3 : HK$3,000,000
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Loan Period : 3 months and expiring on 20 April 2012 or such later date to be agreed between the Lender and Borrowers Security : (A) Flat LB, 49/F, Tower 2, The Capitol of Lohas Park, Tseung Kwan O, New Territories (B) Flat LD, 49/F, Tower 2, The Capitol of Lohas Park, Tseung Kwan O, New Territories
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 and its ultimate beneficial owner 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 20 January 2012, pursuant to which the Lender agreed to grant the Loan Facilities to the Borrowers. Each of Forever Ease Limited, Century International Investment Holdings Limited, Billion Success Capital Investment Limited is principally engaged in investment holding. The Loan Facilities are all secured and carry an interest rate of 4.0% 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 20 April 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.
PRIOR TRANSACTION
On 16 June 2011, the Lender entered into the loan agreements with the Borrowers, pursuant to which the Lender agreed to grant to each of the Borrowers the loan facilities in aggregate amount of HK$10,000,000 and such loan facilities have been fully repaid on 18 November 2011.
REASONS AND BENEFITS FOR GRANTING THE LOAN FACILITIES
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
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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
The aggregate amount of Loan Facilities and Prior Transaction granted to the Borrowers within a 12-month period is HK$15,000,000, of which HK$10,000,000 have been fully repaid by the Borrowers. The grant of Loan Facilities, on a stand alone basis, does constitute a discloseable transaction exceeds 5% but is not more than 25% in accordance with the GEM Listing Rules. The grant of Loan Facilities, when aggregated with the Prior Transaction in accordance with the GEM Listing Rules, constitutes a discloseable transaction exceeds 5% but is not more than 25% under Chapter 19 of the GEM Listing Rules.
DEFINITIONS
In this announcement, the following expressions have the meanings set out below unless the context otherwise requires:
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“Borrower 1” Mr. Sze and Forever Ease Limited, a company incorporated in Hong Kong with limited liability
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“Borrower 2” Mr. Sze and Century International Investment Holdings Limited, a company incorporated in Hong Kong with limited liability
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“Borrower 3” Mr. Sze and Billion Success Capital Investment Limited, a company incorporated in Hong Kong with limited liability
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“Borrowers” Borrower 1, 2 and 3 “Company” Unlimited Creativity Holdings Limited (Stock code: 8079), a company continued into Bermuda with limited liability, the shares of which are listed on GEM
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“Director(s)” the director(s) of the Company “GEM” the Growth Enterprise Market of the Stock Exchange
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| “GEM Listing Rules” | the Rules Governing the Listing of Securities on GEM |
|---|---|
| “Group” | the Company and its subsidiaries |
| “HK$” | 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 20 January 2012 entered into between the |
| Lender and Borrower 1 | |
| "Loan Agreement 2" | The agreement dated 20 January 2012 entered into between the |
| Lender and Borrower 2 | |
| "Loan Agreement 3" | The agreement dated 20 January 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$1,000,000 granted by the Lender to the |
| Borrower 1 pursuant to Loan Agreement 1 | |
| “Loan Facility 2” | the loan facility of HK$1,000,000 granted by the Lender to the |
| Borrower 2 pursuant to Loan Agreement 2 | |
| “Loan Facility 3” | the loan facility of HK$3,000,000 granted by the Lender to the |
| Borrower 3 pursuant to Loan Agreement 3 | |
| “Loan Facilities” | the aggregate amount of HK$5,000,000 for Loan Facility 1, Loan |
| Facility 2 and Loan Facility 3 |
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“Loan Period”
3 months and expiring on 20 April 2012 or such later date to be agreed between the Lender and Borrowers
“Mr. Sze” Mr. Sze Chun Pong
“Prior Transaction” On 16 June 2011, 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 in aggregate amount of HK$10,000,000 and such loan facilities have been fully repaid on 18 November 2011
“Share(s)”
ordinary share(s) of HK$0.01 each in the share capital of the Company
“Shareholder(s)” the holder(s) of the Shares
“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, 20 January 2011
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.
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