Wisdomcome Group Holdings Ltd. — M&A Activity 2014

Jun 12, 2014

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.

UNLIMITED CREATIVITY HOLDINGS LIMITED 無限創意控股有限公司

(Continued into Bermuda with limited liability)

(Stock code: 8079)

INSIDE INFORMATION

MEMORANDUM OF UNDERSTANDING IN RESPECT OF POSSIBLE ACQUISITION

This announcement is made by Unlimited Creativity Holdings Limited (the “ Company ”) pursuant to Rule 17.10 of the Rules Governing the Growth Enterprise Market of The Stock Exchange of Hong Kong Limited (the “ GEM Listing Rules ”) and under Part XIVA of the Securities and Future Ordinance (Cap.571) (the “ SFO ”).

The board of directors of the Company (the “Board”) is pleased to announce that on 12 June 2014, the Company entered into a non-legally binding memorandum of understanding (the “ MOU ”) with an independent third party (the “ Target Company ”) pursuant to which the Company intends to acquire certain percentage of the issued share capital of the Target Company (the “ Possible Acquisition ”). The Target Company is principally engaged in the business of recycling, processing and marketing of metals, including ferrous and non-ferrous metals.

The Board confirms that there are no definitive agreement that has been signed and no term has been finalised. The negotiation is still in process as at the date of this announcement.

The MOU will be terminated if (i) the Company and the Target Company enter into a formal sales and purchase agreement which would replace the MOU; (ii) either party tenders a written termination notice to the other party; (iii) the Possible Acquisition is not approved by the Board or the board of the Target Company; or (iv) the Possible Acquisition fails to obtain approval from relevant authority of the People Republic of China.

The Possible Acquisition, if materialise, may constitute a notifiable transaction for the Company pursuant to Chapter 19 of the GEM Listing Rules. Further announcement(s) in relation to the Possible Acquisition will be made by the Company in accordance with all applicable requirements of the GEM Listing Rules as and when appropriate.

The Board confirms that, save as disclosed in this announcement, it is not aware of any reasons for any inside information that needs to be disclosed under Part XIVA of the SFO.

The Board wishes to emphasize that the Possible Acquisition may or may not proceed and the shareholders of the Company and the potential investors are urged to exercise caution when dealing in the securities of the Company.

This announcement is made by the order of the Board, the directors of which individually and jointly accept responsibility for the accuracy of this announcement.

By order of the Board Unlimited Creativity Holdings Limited Shiu Yeuk Yuen Chairman

Hong Kong, 12 June 2014

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. Tsui Pui Hung and Mr. Kam Tik 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.ulcreativity.com.