Wisdomcome Group Holdings Ltd. — Capital/Financing Update 2016

Sep 12, 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.

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

(Continued in Bermuda with limited liability)

(Stock code: 8079)

DISCLOSEABLE TRANSACTION PROVISION OF FINANCIAL ASSISTANCE

On 12 September 2016, Yvonne Credit and other lenders jointly entered into the Loan Agreement with the Borrower in respect of the Facility, pursuant to which Yvonne Credit agreed to grant a secured loan in amount of HK$30,000,000, being a part of the Facility to the Borrower.

As 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.

FACILITY AGREEMENT

Date	:	12 September 2016
Lenders	:	(1) Yvonne Credit Service Company Limited, being an indirect
		wholly-owned subsidiary of the Company; and
		(2) other lenders
Borrower	:	Customer A
Loan Amount	:	HK$30,000,000
Loan Period	:	Twelve (12) months
Repayment Date	:	The date falling twelve (12) months from the signing date of this Loan
		Agreement
Interest	:	13% per annum
Interest Period	:	Each interest period shall be 3 months.The interest fee for the first interest
		period has been deducted from the Loan Amount in advance on the
		Drawdown Date by Yvonne Credit and for each subsequent interest period,
		on the last day of the preceding interest period.
Repayment	:	Borrower shall repay the Loan Amount on the Repayment Date

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• Security : The Loan is secured by a share mortgage executed by the Borrower in favour of the Lenders in respect of 1,802,000,000 ordinary shares owned by the Borrower in the issued share capital of Asia Coal

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

Yvonne Credit and the Borrower have not entered into any transactions within the past twelve months that need to be aggregated with the Loan Amount pursuant to Rule 19.22 of the GEM Listing Rules.

INFORMATION OF THE BORROWER AND THE GUARANTOR

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 13% per annum 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

The Group is principally engaged in money lending business, property investment, financial instruments, retail business, medicine store and quoted shares investment in Hong Kong. Yvonne Credit 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 Lenders 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.

GENERAL

As 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.

DEFINITIONS

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

“Borrower”

Customer A

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“Asia Coal”	Asia Coal Limited, a company with limited liability incorporated in
	Bermuda whose securities are listed on the Main Board of the Stock
	Exchange (Stock code: 0835)
“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
“Facility”	HK$50,000,000, the term loan facility made available under the Loan
	Agreement
“GEM”	the Growth Enterprise Market of the Stock Exchange
“GEM Listing Rules”	the Rules Governing the Listing of Securities on GEM
“Group”	the Company and its subsidiaries
“HK$”	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)
“Lenders”	Yvonne Credit and the other lenders pursuant to the Loan Agreement
"Loan Agreement"	the agreement dated 12 September 2016 entered into between Yvonne Credit
	and the other lenders and the Borrower
“Loan Amount”	the loan amount of HK$30,000,000 granted by Yvonne Credit 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
“Share(s)”	ordinary share(s) of HK$0.01 each in the share capital of the Company
“Shareholder(s)”	the holder(s) of the Company
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“Drawdown Date”	13 September 2016
“Yvonne Credit	Yvonne Credit Service Company Limited, being an indirect wholly-owned
	subsidiary of the Company
“%”	per cent

By order of the Board

Easy Repay Finance & Investment Limited Shiu Yeuk Yuen

Chairman

Hong Kong, 12 September 2016

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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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