Wisdomcome Group Holdings Ltd. — Proxy Solicitation & Information Statement 2013

Dec 27, 2013

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.

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

(Continued in Bermuda with limited liability) (Stock Code : 8079)

NOTICE OF SPECIAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that a special general meeting (the “ SGM ”) of Unlimited Creativity Holdings Limited (the “ Company ”) will be held at 7th Floor, Zung Fu Industrial Building, 1067 King’s Road, Quarry Bay, Hong Kong on Monday, 13 January 2014 at 4:30 p.m. for the purposes of considering and, if thought fit, passing with or without modification, the following resolutions of the Company:

ORDINARY RESOLUTIONS

1. “ THAT subject to and conditional upon: (i) the passing of each of the ordinary resolutions numbered 2 and 3 as set out in the notice convening this meeting; (ii) the Executive (as defined in the circular of the Company dated 27 December 2013 (the “ Circular ”), a copy of which has been produced to this meeting marked “A” and signed by the chairman of the meeting for the purpose of identification) granting to Able Rich Consultants Limited (“ Able Rich ”) the Whitewash Waiver (as defined in the Circular) and the satisfaction of any condition attached to the Whitewash Waiver imposed by the Executive; (iii) the Listing Committee of the Stock Exchange of Hong Kong Limited granting the listing of, and permission to deal in, the Offer Shares (as defined below); (iv) the necessary filing and registration of all documents relating to the Open Offer (as defined below) under applicable laws; (v) the obligations of Able Rich under the Underwriting Agreement (as defined in the Circular) becoming unconditional and not being terminated in accordance with the terms of that agreement:

2. (a) the Underwriting Agreement and the transactions contemplated therein be and are hereby confirmed, approved and ratified;

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• (b) the issue by way of open offer (the “ Open Offer ”) of not less than 503,358,524 shares of the Company (the “ Shares ”) and not more than 504,363,952 Shares of HK$0.10 each in the share capital of the Company (the “ Offer Shares ”) to the shareholders of the Company (the “ Shareholders ”) whose names appear on the register of members of the Company on 21 January 2014 (the “ Record Date ”) in the proportion of four Offer Shares for every Share then held at the subscription price of HK$0.10 per Offer Share excluding those Shareholders whose registered address as shown on such register are outside Hong Kong on the Record Date whom the directors of the Company (the “ Directors ”) consider necessary or expedient to exclude after making the relevant enquiries regarding the legal restrictions under the laws of the relevant place and the requirements of the relevant regulatory body or stock exchange in the place where those Shareholders reside (the “ Non-Qualifying Shareholders ”), and on the terms and conditions as set out in the Circular and on such other terms and conditions as may be determined by the Directors be and are hereby approved;

• (c) the Directors be and are hereby authorised to allot and issue the Offer Shares pursuant to or in connection with the Open Offer, and in particular, the Directors be and are hereby authorised to make such exclusions or other arrangements in relation to fractional entitlements, odd lots or the entitlements of the Non-Qualifying Shareholders as they deem necessary or expedient having regard to any restriction or obligation under the laws of, or the requirements of any regulatory body or stock exchange in any territory outside Hong Kong;

• (d) the Directors be and are hereby authorised to sign and execute such documents and do all such acts and things incidental to the Open Offer or as they consider necessary, desirable, or expedient in connection with the implementation of or giving effect to the Open Offer, the Underwriting Agreement and the transactions contemplated thereunder;

• “ THAT subject to the passing of each of the ordinary resolutions numbered 1 and 3 as set out in the notice convening this meeting, the absence of arrangements for application for the Offer Shares by the Qualifying Shareholders in excess of their entitlements under the Open Offer as referred to in Rule 10.42(2) of the GEM Listing Rules (as defined in the Circular) be and is hereby approved.”

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1. “ THAT subject to (i) the passing of each of the ordinary resolutions numbered 1 and 2 as set out in the notice convening this meeting, and (ii) the Executive granting to Able Rich the Whitewash Waiver and the satisfaction of any conditions attached to the Whitewash Waiver imposed by the Executive, the Whitewash Waiver pursuant to Note 1 on dispensation from Rule 26 of the Takeovers Code (as defined in the Circular) waiving any obligation on the part of Able Rich, to make a mandatory general offer to the holders of securities to acquire all securities (as defined in Note 4 to Rule 22 of the Takeovers Code) of the Company other than those already owned by Able Rich and parties acting in concert with it which would otherwise arise under Rule 26.1 of the Takeovers Code as a result of the fulfilment of Able Rich’s underwriting obligations under the Underwriting Agreement and all of the terms set out therein, be and are hereby approved.”

Your faithfully, By the Order of the board of Directors Unlimited Creativity Holdings Limited Leung Ge On, Andy Executive Director

Hong Kong, 27 December 2013.

Registered office Principal Place of Business Canon’s Street 7th Floor, Zung Fu Industrial Building 22 Victoria Street 1067 King’s Road Hamilton HM 12 Quarry Bay, Hong Kong Bermuda

Notes:

1. A form of proxy for use at the Meeting is enclosed herewith.

2. The instrument appointing a proxy shall be in writing under the hand of the appointor or of his attorney duly authorised in writing or, if the appointor is a corporation, either under its seal or under the hand of any officer or attorney duly authorised.

3. Any shareholder of the Company entitled to attend and vote at the Meeting convened by the above notice shall be entitled to appoint another person as his proxy to attend and vote instead of him. A proxy need not be a shareholder of the Company. If more than one proxy is so appointed, the appointment shall specify the number and class of shares in respect of which each such proxy is so appointed,

4. In order to be valid, the form of proxy, together with the power of attorney or other authority (if any) under which it is signed, or a certified copy of such power of attorney or authority, must be deposited at the Company’s branch share registrar in Hong Kong, Tricor Standard Limited at 26/F, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the time appointed for holding of the above Meeting or any adjournment thereof (as the case may be).

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1. Completion and return of the form of proxy will not preclude a shareholder of the Company from attending and voting in person at the Meeting convened or at any adjourned meeting (as the case may be) and in such event, the form of proxy will be deemed to be revoked.

2. Where there are joint holders of any share of the Company, any one of such joint holders may vote, either in person or by proxy, in respect of such share as if he/she were solely entitled thereto, but if more than one of such joint holders are present at the Meeting, whether in person or by proxy, priority shall be determined by the order in which the names stand on the register of members of the Company in respect of the joint holding.

3. The directors of the Company as at the date of this notice are Mr. Shiu Yeuk Yuen and Mr. Leung Ge On Andy, being executive Directors, Dr. Siu Yim Kwan, Sidney, Mr. Tsui Pui Hung and Mr. Kam Tik Lun, being independent non-executive Directors.

As at the date of this notice, 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.

The Directors jointly and severally accept full responsibility for the accuracy of the information contained in this announcement and confirm, having made all reasonable inquiries, that to the best of their knowledge, opinions expressed in this announcement have been arrived at after due and careful consideration and there are no other facts not contained in this announcement, the omission of which would make any statement in 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.ulcreativity.com.

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