Wisdomcome Group Holdings Ltd. — Capital/Financing Update 2016

Nov 14, 2016

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.

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EASY REPAY FINANCE & INVESTMENT LIMITED 易還財務投資有限公司

(Continued in Bermuda with limited liability)

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(Stock code: 8079)

DISCLOSEABLE TRANSACTION PROVISION OF FINANCIAL ASSISTANCE

On 14 November 2016, the Lender entered into the Loan Agreement with the Borrower, pursuant to which the Lender agreed to grant a secured loan in amount of HK$12,500,000 to the Borrower.

On 30 June 2016, the Lender entered into the Loan Agreement with the Borrower, pursuant to which the Lender agreed to grant a secured loan in amount of HK$22,000,000 to the Borrower (“Prior Transaction I”).

The Loan Amount plus the loan amount of the Prior Transaction I granted to the Borrower within a 12-month period is HK$34,500,000. As one of the relevant applicable percentage ratios set out in Rule 19.07 of the GEM Listing Rules with respect to the grant of the Loan Amount exceed 5% but not more than 25%, the provision of financial assistance constitutes a discloseable transaction of the Company under Chapter 19 of the GEM Listing Rules and is therefore subject to the notification and announcement requirements under the GEM Listing Rules.

LOAN AGREEMENT

Date	:	14 November 2016
Lender	:	Yvonne Credit Service Company Limited, being an indirect wholly-owned
		subsidiary of the Company
Borrower	:	Customer A
Loan Amount	:	HK$12,500,000
Loan Period	:	Forty-eight (48) months expiring on 14 November 2020 or such later date to
		be agreed between the Lender and the Borrower
Repayment	:	The repayment period of the term loan is forty-eight (48) months and the
		Borrower shall repay quarterly in sixteen (16) installments
Interest	:	(i) by interest rate per annum or (ii) by royalty payment, whichever is higher.

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• (i) Interest rate: 7% per annum on the outstanding loan Principal. The first interest repayment shall be made on or before 14 February 2017 and the subsequent interest repayment shall be made on or before the 14th day of each and every succeeding quarter until full repayment of the loan and the interest thereon. The Principal in the sum of HK$250,000 shall be repaid by the Borrower for each of the installment of the first fifteen (15) installments of repayment and in the sum of HK$8,750,000 in the last installment;

• (ii) Royalty payment: Shall be charged on the basis of royalty payment (i.e. US$0.50 per dry metric ton to be shipped with exact weight calculated to be based on the certificate issued by China Certification & Inspection Group (CCIC) or a reputable surveyor institute). The total maximum quantity to be shipped is 8.5 million dry metric tons. If the total quantity to be shipped is less than 5 million dry metric tons, the Lender has an option to extend the repayment term for receiving royalty payment for one year upon expiration of the term of forty-eight (48) months stipulated herein.

Security

• : -18,182- ordinary shares, the entired issued share capital of the Borrower pledged as Security for an advance in favour of the Lender will be given by the Borrower to secure the repayment by the Borrower to the Lender an aggregate sum of HK$34,500,000, interest thereon and all other lawful expenses.

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The Loan Amount granted to the Borrower was funded by internal resources of the Group.

INFORMATION OF THE BORROWER

The Borrower is a company incorporated in the British Virgin Islands, with limited liability. To the best of the Directors’ knowledge, information and belief having made all reasonable enquiries, the Borrower is the Independent Third Party and not connected with the Group.

The Loan Amount is secured and carry an interest rate of 7% per annum on the outstanding loan Principal or by royalty payment which was determined with reference to the factors including, among others, (i) the usual practice of the trade comparing to the Group’s other clients; and (ii) the rules under section 24 of the Money Lenders Ordinance.

REASONS FOR AND BENEFITS OF THE PROVISION OF FINANCIAL ASSISTANCE

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The Group is principally engaged in money lending business, property investment, financial instruments, retail business, medicine store and quoted shares investment in Hong Kong. The Lender is an indirect wholly-owned subsidiary of the Company and a money lender licensed in Hong Kong under the provisions of the Money Lenders Ordinance. The terms of the Loan Agreement are negotiated on an arm’s length basis between the Lender and the Borrower. The Directors are of the view that entering into of the Loan Agreement is in the Group’s ordinary and usual course of business; and on normal commercial terms within the meaning of the GEM Listing Rules. The Directors consider that the terms of the Loan Agreement are fair and reasonable and entering into the Loan Agreement is in the interests of the Company and the Shareholders as a whole.

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GENERAL

The Loan Amount plus the loan amount of the Prior Transaction I granted to the Borrower within a 12-month period is HK$34,500,000. As the applicable percentage ratios set out in Rule 19.07 of the GEM Listing Rules with respect to the grant of the Loan Amount on an aggregated basis with the Prior Transaction I exceeds 5% but less than 25% in accordance with the GEM Listing Rules, the provision of Loan Amount 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:

“Borrower”	Customer A
“Company”	Easy Repay Finance & Investment Limited (Stock code: 8079), a company
	continued in Bermuda with limited liability, the Shares 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(ies)”	person(s) who or company(ies) together with its/their ultimate beneficial
	owner(s) which is/are third party(ies) independent of the Company and its
	connected person(s) (as defined under the GEM Listing Rules)
“Lender”	Yvonne Credit Service Company Limited, being an indirect wholly-owned
	subsidiary of the Company
"Loan Agreement"	The agreement dated 14 November 2016 entered into between the Lender
	and the Borrower
“Loan Amount”	the loan amount of HK$12,500,000 granted by the Lender to the Borrower
	pursuant to Loan Agreement
“Money Lenders Ordinance	the Money Lenders Ordinance (Chapter 163 of the laws of Hong Kong) as
	amended, supplemented or otherwise modified from time to time
“Prior Transaction I”	a loan agreement entered into between the Lender and the Borrower on 30
	June 2016 with loan amount of HK$22,000,000
“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

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“Stock Exchange”

The Stock Exchange of Hong Kong Limited

“%”

per cent

By order of the Board

Easy Repay Finance & Investment Limited Shiu Yeuk Yuen

Chairman

Hong Kong, 14 November 2016

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, Mr. Kam Tik Lun and Mr. Ho Siu King, Stanley 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 GEM website at www.hkgem.com on the “Latest Company Announcements” page for at least seven days from the date of its publication and on the website of the Company at www.ecrepay.com.

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