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

Dec 27, 2013

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

(Continued in Bermuda with limited liability)

(Stock Code : 8079)

PROXY FORM

Form of proxy for use at the Special General Meeting to be held on Monday, 13 January 2014 at 4:30 p.m.

(or at any adjournment thereof)

I/We (Note 1) ,

of

being the registered holder(s) of (Note 2)

shares of HK$0.01 each in the share

capital of Unlimited Creativity Holdings Limited (the “Company”), hereby appoint (Note 3) the chairperson of the Meeting (as defined below) or

of

or failing him,

of

to act as my/our proxy to attend and vote for me/us and on my/our behalf at the Special General Meeting of the Company to be held on Monday, 13 January 2014 at 4:30 p.m. or at any adjournment thereof (the “Meeting”), at 7/F, Zung Fu Industrial Building, 1067 King’s Road, Quarry Bay, Hong Kong on the undermentioned resolutions as indicated below or, if no such indication is given, as my/our proxy thinks fit. My/our proxy will also be entitled to vote at his/her discretion on any resolutions properly put to the Meeting other than the undermentioned resolutions:

	ORDINARY RESOLUTION	FOR (Note 4)	AGAINST (Note 4)
1.	To (a) approve, confirm and ratify the Underwriting Agreement and the
	transactions contemplated therein; (b) approve the issue of Offer Shares to the
	Shareholders whose name appear on the Record Date in the proportion of four
	Offer Shares for every Share, excluding the Non-Qualifying Shareholders, held at
	the subscription price of HK$0.10 per Offer Share, and on terms and conditions
	set out in the Circular and on other terms and conditions as may be determined
	by the Directors; (c) authorise the Directors to allot and issue the Offer Shares
	pursuant to or in connection with the Open Offer and to make exclusions or other
	arrangements with respect to the Non-Qualifying Shareholders as they deem
	necessary or expedient; and (d) 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.
2.	To approve 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.
3.	To approve the Whitewash Waiver and all of the terms set out therein.

Dated this

day of

Signature (Note 5)

Notes:

• (1) Full name(s) and address(es) to be inserted in BLOCK CAPITALS .

• (2) Please insert the number of shares of the Company registered in your name(s) to which this form of proxy relates. If no number is inserted, this form of proxy will be deemed to relate to all the shares of the Company registered in your name(s).

• (3) If any proxy other than the chairperson of the Meeting is preferred, please strike out “the chairperson of the Meeting (as defined below) or” and insert the name and address of the proxy desired in the space provided. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON WHO SIGNS IT .

• (4) IMPORTANT: IF YOU WISH TO VOTE FOR ANY OF THE RESOLUTION, PLEASE TICK THE APPROPRIATE BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST ANY OF THE RESOLUTION, TICK THE APPROPRIATE BOX MARKED “AGAINST”. Failure to tick a box will entitle your proxy to cast your vote(s) at his/her discretion. Your proxy will also be entitled to vote at his/her discretion on any resolution properly put to the Meeting other than those referred to in the notice convening the Meeting.

• (5) This form of proxy must be signed by you or your attorney duly authorized in writing or, in the case of a corporation, must be executed either under its common seal or under the hand of an officer or attorney or other person duly authorized to sign the same.

• (6) In the case of joint holders of any share of the Company, any one of such persons may vote at the Meeting, either personally or by proxy, in respect of such shares as if he/she was solely entitled thereto; but if more than one of such joint holders be present at the Meeting in person or by proxy, that one of the said persons so present being the most or, as the case may be, the more senior shall alone be entitled to vote in respect of the relevant joint holding and, for this purpose, seniority will be determined by reference to the order on which the names of the joint holders stand in the Register of Members of the Company.

• (7) To be valid, this form of proxy and (if required by the board of directors of the Company) the power of attorney or other authority (if any) under which it is signed or a notarially certified copy of such power or authority, must be delivered at the Company’s branch share registrar in Hong Kong, Tricor Standard Limited at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong, not less than 48 hours before the time appointed for holding the Meeting. No instrument appointing a proxy shall be valid after the expiration of 12 months from the date therein as the date of its execution.

• (8) The proxy need not be a member of the Company but must attend the Meeting in person to represent you.

• (9) Completion and delivery of this form of proxy will not preclude you from attending and voting at the Meeting if you so wish and, in such event, this form of proxy shall be deemed to be revoked.