Wisdomcome Group Holdings Ltd. — Capital/Financing Update 2016

Aug 22, 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.

2.19 19.58(1)

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

(Continued in Bermuda with limited liability)

(Stock code: 8079)

17.52A DISCLOSEABLE TRANSACTION PROVISION OF FINANCIAL ASSISTANCE 19.60(1) On 22 August 2016, Yvonne Credit and other lenders jointly entered into the Facility Agreement with the Borrower in respect of the Facility, pursuant to which Yvonne Credit agreed to grant a secured loan in amount of HK$35,000,000, 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 19.58(5) 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	:	22 August 2016	19.58(4)
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$35,000,000
			19.58(5)
Loan Period	:	Six (6) months from the Utilisation Date (or where consented by Lenders in	19.58(7)
		writing, the Extended Repayment Date)
Repayment Date	:	The date falling six (6) months after the Utilisation Date
Extended Repayment	:	the Borrower may, within the first four (4) months from the Utilisation Date,
Date		request in writing for an extension of the Repayment Date to the date falling
		one (1) year after the Utilisation Date and the Lenders shall have sole
		discretion to decide whether or not to allow the extension
Interest	:	12% per annum
Repayment	:	Borrower shall repay the interest on a monthly basis and repay the loan
		amount on the Repayment Date

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• Upfront fee : The Borrower shall pay an annual upfront fee equivalent to 3% of the aggregate loan amount in two (2) instalments. The first instalment shall be payable on the Utilisation Date and the second instalment (applicable when the Repayment Date was extended to the first anniversary of the Utilisation Date) shall be paid on the date falling six (6) months after the Utilisation Date.

• Security : The Loan is secured by:

19.58(10)

• (i) a share mortgage executed by the Borrower in favour of the Lenders in respect of the entire issued share capital of the Borrower; and

• (ii) Charge Shares A and Charge Shares B, representing approximately 70% of the issued share capital of China Hanya

• Personal Guarantee : A personal guarantee provided by the Guarantor, the sole director and sole shareholder of the Borrower

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. The Guarantor is the sole director and sole shareholder of the Borrower. To the best of the Directors’ knowledge, information and belief having made all reasonable enquiries, the Borrower and the Guarantor are the Independent Third Party and not connected with the Group.

The Loan Amount is secured and carry an interest rate of 12% 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.

19.58(3) 19.58(4)

19.58(6) 17.17(4)

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 Facility 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 Facility 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 Facility Agreement are fair and reasonable and entering into the Facility Agreement is in the interests of the Company and the Shareholders as a whole.

19.58(9) 19.58(3)

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.

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DEFINITIONS

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

“Borrower”	Customer A
“Business Day”	a day (other than a Saturday or Sunday) on which banks are open for general
	business in Hong Kong
“Charged Shares A”	those shares and related rights and interests which are owned by the
	Borrower and which are subject (or expressed to be subject) to Security
	under the share charge (being 449,800,000 shares, representing 65% of the
	issued share capital of China Hanya as at the date of the Facility Agreement.
“Charged Shares B”	those shares and related rights and interests which are owned by the
	Borrower and which are subject (or expressed to be subject) to Security
	under the charge over account (shall be no less than 34,600,000 shares,
	representing 5% of the issued share capital of China Hanya as at the date of
	the Facility Agreement.
“China Hanya”	China Hanya Group Holdings Limited, a company incorporated in the
	Cayman Islands whose securities are listed on the Stock Exchange (Stock
	code: 8312)
“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$132,000,000, the term loan facility made available under the Facility
	Agreement
"Facility Agreement"	the agreement dated 22 August 2016 entered into between Yvonne Credit
	and the other lenders and the Borrower
“GEM”	the Growth Enterprise Market of the Stock Exchange
“GEM Listing Rules”	the Rules Governing the Listing of Securities on GEM
“Group”	the Company and its subsidiaries
“Guarantor”	the sole director and sole shareholder of the Borrower
“HK$”	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 Facility Agreement
“Loan Amount”	the loan amount of HK$35,000,000 granted by Yvonne Credit to the
	Borrower pursuant to Facility Agreement

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“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

“Security” means a mortgage, charge, pledge, lien, assignment or other security interest securing any obligation of any person or any other agreement or arrangement having a similar effect

“Shareholder(s)”

the holder(s) of the Company

“Stock Exchange”

• The Stock Exchange of Hong Kong Limited

“Utilisation”

utilization of the Facility

“Utilisation Date” 23 August 2016, being the date on which the Loan is to be made unless otherwise agreed by the Parties

“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, 22 August 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.

17.56A

19.58(2) 2.18

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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