Wisdomcome Group Holdings Ltd. — Capital/Financing Update 2016

Jan 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.

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 ACQUISITION OF 75% EQUITY INTERESTS IN VISION LION LIMITED

On 22 January 2016, the Board announces that the Purchaser, a wholly-owned subsidiary of the Company and the Vendor entered into the Sale and Purchase Agreement, pursuant to which the Vendor has agreed to sell and transfer the Sale Shares to the Purchaser, and the Purchaser has agreed to purchase the Sale Shares from the Vendor. The consideration for the Acquisition is HK$3,900,000, which shall be settled in cash.

On 16 June 2015, the Board acquired 45% of the issued share capital of the Target Company from ex-shareholder of the Target Company at the consideration of HK$5,850,000.

The Acquisition plus the Prior Transaction acquired in the Target Company within a 12-month period is HK$9,750,000. As the applicable percentage ratio of Acquisition on an aggregated basis with the Prior Transaction, exceeds 5% but less than 25% in accordance with the GEM Listing Rules, the Acquisition constitutes a discloseable transaction of the Company under Chapter 19 of the GEM Listing Rules.

The Board is pleased to announce that on 22 January 2016, the Purchaser, a whollyowned subsidiary of the Company and the Vendor entered into the Sale and Purchase Agreement, pursuant to which the Vendor has agreed to sell and transfer the Sale Shares to the Purchaser, and the Purchaser has agreed to purchase the Sale Shares from the Vendor.

Principal terms of the Acquisition are set out below.

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THE ACQUISITION

Date : 22 January 2016 Purchaser : Rainbow Cosmetic (BVI) Limited, a company incorporated in British Virgin Islands, a wholly-owned subsidiary of the Company Vendor : Vendor A. To the best of the Director’s knowledge, information and belief having made all reasonable enquiries, the Vendor is an individual and Independent Third Party

Assets to be acquired

Pursuant to the Sale and Purchase Agreement, the Vendor has agreed to sell and the Purchaser has agreed to purchase from the Vendor, the Sale Shares, representing 30% of the entire issued share capital of the Target Company as at the date of the Sale and Purchase Agreement.

The consideration for the Acquisition is HK$3,900,000, which shall be settled in cash on the date of the Sales and Purchase Agreement. The Consideration was determined after arm’s length negotiations between the Purchaser and the Vendor with reference to the valuation in the Target Company.

Upon completion of the Acquisition, the Company will be directly interested in the 75% of the entire issued share capital of the Target Company and the Target Company will be accounted for as a subsidiary of the Company.

The Acquisition is funded by internal resources from the Group.

INFORMATION OF THE TARGET COMPANY

The Target Company is a company incorporated in Hong Kong with limited liability and principally engaged in investment holding.

Based on the audited consolidated financial statements of the Target Company for the financial year ended 31 March 2015, the audited consolidated net loss both before and after the taxation was approximately HK$1.89 million. The net liabilities as at 31 March 2015 was approximately HK$1.89 million.

Based on the unaudited consolidated management accounts for the period from 1 April 2015 to 31 December 2015, the unaudited consolidated net asset value was approximately HK$11.97 million.

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REASONS FOR THE ACQUISITION

The Group is principally engaged in the money lending business, groceries store business, property investment, retail business and financial instruments and quoted shares investment in Hong Kong.

The Target Company is the registered owner of a cruiser together with an open cruiser in Hong Kong. The Company considers that it is an asset for the welfare of the Company in order to the benefit to the employees. The Directors consider that the Acquisition is on normal commercial terms and are fair and reasonable and is in the interests of the Company and the Shareholders as a whole.

GENERAL

The Acquisition plus the Prior Transaction acquired in the Target Company within a 12-month period is HK$9,750,000. As the applicable percentage ratio of Acquisition on an aggregated basis with the Prior Transaction, exceeds 5% but less than 25% in accordance with the GEM Listing Rules, the Acquisition 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:

• “Acquisition” the acquisition of 30% issued share capital of the Target Company pursuant to the Sale and Purchase Agreement

• “Board” the board of Directors

“Company” Easy Repay Finance & Investment Limited (Stock code: 8079), a company continued in Bermuda with limited liability, the shares of which are listed on GEM “Consideration” HK$3,900,000 to be paid by the Purchaser to the Vendor for the Sale Shares

• “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

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“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, 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)

• “Prior Transaction” 450 ordinary shares of the Target Company, representing the 45% of the entire issued share capital acquired from the ex-shareholder of the Target Company on 16 June 2015 at a consideration of HK$5,850,000

• “Purchaser” Rainbow Cosmetic (BVI) Limited, a company incorporated in British Virgin Islands with limited liability, a wholly-owned subsidiary of the Company

• “Sale and Purchase Agreement”

• the sale and purchase agreement dated 22 January 2016 entered into between the Purchaser and the Vendor in relation to the Acquisition

• “Sale Shares” 300 ordinary shares of the Target Company, representing the 30% of the entire issued share capital in the Target Company as at the date of the Sale and Purchase Agreement

• “Shareholder(s)”

the holder(s) of the Shares

• “Stock Exchange”

The Stock Exchange of Hong Kong Limited

• “Target Company”

• Vision Lion Limited, a company incorporated in Hong Kong with limited liability

• “Vendor” Vendor A, is an individual and Independent Third Party

• “HK$” Hong Kong dollar, the lawful currency of Hong Kong

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“%”

per cent.

By order of the Board Easy Repay Finance & Investment Limited Shiu Yeuk Yuen

Chairman

Hong Kong, 22 January 2016

As at the date of this announcement, the Board comprises Mr. Shiu Yeuk Yuen and Mr. Leung Ge On Andy as executive Directors; and Dr. Siu Yim Kwan, Sidney, Mr. Lau Gar Hung, Christopher and Mr. Kam Tik Lun 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 seven days from the day of its posting and on the Company’s website at www.ecrepay.com.

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