Wisdomcome Group Holdings Ltd. — Capital/Financing Update 2021

Oct 4, 2021

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.

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

(Continued into Bermuda with limited liability)

(Stock code: 8079)

DISCLOSEABLE TRANSACTION ACQUISITIONS OF LISTED SECURITIES

THE ACQUISITION

The Board announces that in a series of transactions conducted on 30 September 2021, the Company acquired 2,000,000 ordinary shares of CA Cultural Technology on the open market at a total consideration of approximately HK$5,300,000 (excluding stamp duty and related expenses).

As certain applicable percentage ratios (as defined under the GEM Listing Rules) in respect of the Acquisitions exceed 5% but less than 25%, the Acquisitions constitute a disclosable transaction on the part of the Company under Chapter 19 of the GEM Listing Rules.

THE ACQUISITIONS

On 30 September 2021, the Company acquired 2,000,000 ordinary shares of CA Cultural Technology on the open market at a total consideration of approximately HK$5,300,000 (excluding stamp duty and related expenses), at an average price of HK$2.65 per Acquired Share (excluding stamp duty and related expenses). The total consideration of approximately HK$5,300,000 (excluding stamp duty and related expenses) has been financed by the Group’s internal financial resources.

As the Acquisitions were conducted in the open market, the identities of the sellers of the Acquired Shares cannot be ascertained. To the best knowledge, information and belief of the Directors and having made all reasonable enquiries, the sellers of the Acquired Shares and their respective beneficial owner(s) are Independent Third Parties.

The Acquired Shares represent approximately 0.203% of the total issued shares of CA Cultural Technology as at the date of this announcement.

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INFORMATION OF CA CULTURAL TECHNOLOGY GROUP LIMITED

CA Cultural Technology is a multimedia entertainment group in China which engage in three main business segments: (1) through asset-light licensing model to expand the world’s No.1 indoor theme park CA SEGA JOYPOLIS brand; (2) animation-derived products trading business, meanwhile on this basis, to explore IP online Pop Toy Collectibles platform business; and (3) Multimedia animation entertainment business focusing on animation IP and VR (including eSports).

Set out below is a summary of certain audited consolidated financial information of CA Cultural Technology for the two financial years ended 31 March 2021 and 2020 respectively as extracted from the annual report of CA Cultural Technology for the year ended 31 March 2021 (the “ 2021 Annual Report of CA Cultural Technology ”):

	Year	ended
	31 March	31 March
	2021	2020
	HK$’000	HK$’000
Revenue	478,309	391,814
Profit before taxation	51,956	102,980
Profit after taxation	70,982	109,488

Based on the 2021 Annual Report of CA Cultural Technology, the company has an audited net asset value of approximately HK$1,170 million as at 31 March 2021 and approximately HK$942.9 million as at 31 March 2020.

REASONS FOR AND BENEFITS FOR THE ACQUISITIONS

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

The Company considered that the financial performance of the CA Cultural Technology in the past two years and the low interest rate environment in Hong Kong currently. The Company considered the Acquisitions presented a good opportunity for the Group to utilize its available capital to generate returns in fulfilling its investment objective.

As the Acquisitions were made at market price and on the open market, the Directors considered that the terms of the Acquisitions are fair and reasonable, on normal commercial terms and in the interests of the Company and its shareholders as a whole.

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IMPLICATIONS UNDER THE LISTING RULES

As certain applicable percentage ratios (as defined under the GEM Listing Rules) in respect of the Acquisitions exceed 5% but less than 25%, the Acquisitions constitute a disclosable transaction on the part of the Company under Chapter 19 of the GEM Listing Rules.

DEFINITIONS

In this announcement, unless the context otherwise requires, the following words and expressions shall have the following meanings when used herein:

“Acquired Shares” A total of 2,000,000 ordinary shares of CA Cultural Technology Group Limited, representing approximately 0.203% of the entire issued share capital of CA Cultural Technology Group Limited as at the date of this announcement

• “Acquisitions” the acquisitions of the Acquired Shares by the Company on the Hong Kong Stock Exchange

• “Board” the board of Directors

“CA Cultural Technology” CA Cultural Technology Group Limited, a company incorporated in Cayman Islands with limited liability whose issued shares are listed on Hong Kong Stock Exchange (Stock code: 1566)

“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

• “Director(s)” the director(s) of the Company

• “GEM” the GEM 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 dollars, the lawful currency of Hong Kong “Hong Kong” the Hong Kong Special Administrative Region of the PRC

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“Independent Third Party(ies)” third party(ies) independent of and not connected with the Company and any of its connected persons (having the meaning ascribed to it under the GEM Listing Rules)

“Share(s)”

ordinary share(s) of HK$0.01 each in the capital of the Company

“Shareholders”

holders of the Shares

“Stock Exchange”

The Stock Exchange of Hong Kong Limited

“%”

per cent

By order of the Board Easy Repay Finance & Investment Limited Siu Yeuk Hung, Clara Chairman

Hong Kong, 4 October 2021

As at the date of this announcement, the board of directors of the Company comprises Ms. Siu Yeuk Hung, Clara and Mr. Law Ka Kei as executive directors; Mr. Lee King Fui, Mr. Ho Tak Yin and Mr. Lee Wing Lun as independent non-executive directors.

This announcement, for which the directors of the Company 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 of the Company 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 “Latest Company Announcements” page of the website of the GEM at www.hkgem.com for at least seven days from the date of its posting and on the Company’s website at www.ecrepay.com.

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