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

Feb 7, 2013

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your licensed securities dealer, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Unlimited Creativity Holdings Limited , you should at once hand this circular, together with the enclosed form of proxy, to the purchaser or transferee or to the bank, licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser(s) or transferee(s).

Hong Kong Exchange and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, 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 circular.

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

(Continued in Bermuda with limited liability)

(Stock Code : 8079)

PROPOSED BONUS ISSUE OF SHARES AND

NOTICE OF SPECIAL GENERAL MEETING

A notice convening the SGM of the Company to be held at 7/F, Zung Fu Industrial Building, 1067 King’s Road, Quarry Bay, Hong Kong on 28 February 2013 at 4:00 p.m. is set out on pages 9 to 10 of this circular.

Whether or not you intend to attend the SGM, you are requested to complete and return the accompanying form of proxy in accordance with the instructions printed thereon and return it to the branch share registrar of the Company in Hong Kong, Tricor Standard Limited at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wan Chai, Hong Kong as soon as possible, but in any event not less than 48 hours before the time of the SGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the SGM or adjournment thereof should you so wish and in such event, the proxy shall be deemed to be revoked.

This circular will remain on the GEM website www.hkgem.com on the “Latest Company Announcement” page for at least 7 days from the date of its posting and on the website of the Company at www.ulcreativity.com.

8 February 2013

CHARACTERISTICS OF GEM

GEM has been positioned as a market designed to accommodate companies to which a higher investment risk may be attached than other companies listed on the Exchange. Prospective investors should be aware of the potential risks of investing in such companies and should make the decision to invest only after due and careful consideration. The greater risk profile and other characteristics of GEM mean that it is a market more suited to professional and other sophisticated investors.

Given the emerging nature of companies listed on GEM, there is a risk that securities traded on GEM may be more susceptible to high market volatility than securities traded on the Main Board and no assurance is given that there will be a liquid market in the securities traded on GEM.

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CONTENTS

	Page
Definitions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Expected Timetable. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Letter from the Board. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Notice of SGM. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9

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DEFINITIONS

In this circular, unless the context otherwise requires, the following expressions shall have the following meanings:

• “Announcements” the announcements of the Company dated 25 January 2013 and 28 January 2013 respectively in relation to, among other things, the Bonus Issue

• “Board” the board of Directors

• “Bonus Issue” the proposed allotment and issue of Bonus Shares to the Qualifying Shareholders whose names appear on the register of members of the Company on the Record Date on the basis of two (2) Bonus Shares for every one (1) existing Share held

• “Bonus Shares” the new Shares to be allotted and issued by way of Bonus Issue by the Company as described in this circular

• “Capitalisation of Share Premium” capitalisation of the necessary credit amount in the share premium account of the Company to pay up in full at par the Bonus Shares

• “Company” Unlimited Creativity Holdings Limited, an exempted company continued into Bermuda with limited liability whose securities are listed on GEM

• “Director(s)” 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 the GEM

• “Group” the Company and its subsidiaries

• “Hong Kong” the Hong Kong Special Administrative Region of the People’s Republic of China

• “Latest Practicable Date” 5 February 2013, being the latest practicable date prior to the printing of this circular for ascertaining certain information for inclusion in this circular

• “Listing Committee” the listing committee of the Stock Exchange

• “Non-Qualifying Shareholders” Overseas Shareholders who are excluded from the Bonus Issue and as defined and more particularly described in the section headed “Overseas Shareholders” in this circular

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DEFINITIONS

“Option(s)”	share option(s) granted under the share option scheme of the
	Company adopted on 4 January 2011
“Overseas Shareholders”	Shareholder(s) whose name(s) appear(s) on the register of
	members of the Company as at the close of business on the Record
	Date and whose address(es) as shown in the register of members
	on that date is(are) outside Hong Kong
“Qualifying Shareholders”	holders of Shares, other than the Non-Qualifying Shareholders,
	whose addresses as shown on the register of members of the
	Company on the Record Date
“Record Date”	Monday, 11 March 2013, being the date for ascertaining and
	determining the entitlement of the Shareholders to the Bonus Issue
“SGM”	the special general meeting of the Company to be held for
	approving, among others, the Bonus Issue
“Share(s)”	ordinary share(s) of HK$0.01 each in the share capital of the
	Company
“Shareholders”	holders of the Shares
“Stock Exchange”	the Stock Exchange of Hong Kong Limited
“HK$”	Hong Kong dollars, the lawful currency of Hong Kong
“%”	per cent.

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2013

EXPECTED TIMETABLE

The expected timetable for the Bonus Issue is set out below:

Latest time for lodging forms of proxy for SGM. . . . . . . . . . . . . . . . . . 4:00 p.m. on Tuesday, 26 February SGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4:00 p.m. on Thursday, 28 February Announcement of the result of the SGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Thursday, 28 February Last day of dealings in the Shares on a cum-entitlement basis in respect of the Bonus Issue. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Friday, 1 March First day of dealings in the Shares on an ex-entitlement basis in respect of the Bonus Issue. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Monday, 4 March Latest time for lodging forms of transfer of Shares in order to be entitled to the Bonus Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .4:30 p.m. on Tuesday, 5 March Latest time for lodging the Options exercise form together with a remittance in cash for the amount of the exercise price for the respective Shares in order to be qualified for the Bonus Issue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .4:30 p.m. on Tuesday, 5 March Closure of register of members of the Company for the Bonus Issue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Wednesday, 6 March to Monday, 11 March (both days inclusive) Record Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Monday, 11 March Register of members of the Company re-opens . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Tuesday, 12 March Despatch of share certificates for Bonus Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Monday, 18 March Dealings in the Bonus Shares commence . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Tuesday, 19 March

Note: All dates and times refer to Hong Kong local time in this circular.

The expected timetable may be subject to change by the Company. The Company will make further announcements if such changes are made.

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LETTER FROM THE BOARD

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

(Continued in Bermuda with limited liability)

(Stock Code : 8079)

Executive Directors: Mr. Shiu Yeuk Yuen Mr. Leung Ge On Andy

Independent non-executive Directors: Dr. Siu Yim Kwan, Sidney S.B.St.J. Mr. Tsui Pui Hung LL.B. (Hons), LL.M., BSc (Hons) Mr. Kam Tik Lun, CPA, ACCA, LL.M (ICFL), CIM

Registered office: Canon’s Court 22 Victoria Street Hamilton HM 12 Bermuda

Head office and principal place of business in Hong Kong: 7/F, Zung Fu Industrial Building 1067 King’s Road Quarry Bay Hong Kong

8 February 2013

To the Shareholders and, holders of the Options

Dear Sir or Madam

PROPOSED BONUS ISSUE OF SHARES AND NOTICE OF SPECIAL GENERAL MEETING

INTRODUCTION

Reference is made to Announcements in relation to, among other things, the Bonus Issue. The purpose of this circular is to provide you with information regarding the proposed Bonus Issue and to give you the notice of the SGM to be convened and held for the purpose of considering, if thought fit, approving the ordinary resolution to implement the Bonus Issue.

PROPOSED BONUS ISSUE

The Board proposed a Bonus Issue of new Shares on the basis of two (2) Bonus Shares for every one (1) existing Share held by the Qualifying Shareholders whose names appear on the register of members of the Company on the Record Date. The necessary credit amount in the share premium account of the Company will be capitalised to pay up in full at par the Bonus Shares. The Bonus Issue will be credited as fully paid by way of capitalisation of an amount in the share premium account of the Company. The terms of the Bonus Issue are set out below.

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LETTER FROM THE BOARD

Basis of Bonus Issue

Subject to the conditions as set out under the paragraph headed “Conditions of the Bonus Issue” in this circular, the Bonus Shares will be issued and credited as fully paid at par on the basis of two (2) Bonus Shares for every existing Share held on the Record Date by the Qualifying Shareholders.

On the basis of 699,197,543 existing Shares in issue as at the Latest Practicable Date, and assuming no further Shares will be issued or repurchased before the Record Date, it is anticipated that 1,398,395,086 Bonus Shares will be issued under the Bonus Issue. The Bonus Shares will be credited as fully paid by way of capitalisation of an amount in the share premium account of the Company. After the completion of the Bonus Issue, there will be a total of 2,097,592,629 Shares in issue as enlarged by the Bonus Issue.

Record Date and closure of register of members

The Bonus Shares will be issued to the Qualifying Shareholders. Arrangement for the NonQualifying Shareholders are further elaborated below under the heading “Overseas Shareholders”.

The register of members of the Company will be closed from Wednesday, 6 March 2013 to Monday, 11 March 2013 (both days inclusive), during which no transfer of Shares will be effected, in order to ascertain and determine the entitlement of the Shareholders under the Bonus Issue. Holders of the Options must lodge the Options exercise form together with a remittance in cash for the amount of the exercise price for the respective Shares no later than 4:30 p.m. on Tuesday, 5 March 2013 in order to be qualified for the Bonus Issue.

Shareholders are reminded that in order to qualify for the Bonus Issue, they must ensure that all transfers accompanied by the relevant share certificates are lodged with the Company’s branch share registrar and transfer office in Hong Kong, Tricor Standard Limited, at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Hong Kong for registration not later than 4:30 p.m. on Tuesday, 5 March 2013.

The exact total number of Bonus Shares to be issued under the Bonus Issue will be able to be determined after the Record Date.

Reasons for the proposed Bonus Issue

In recognition of the continual support of the Shareholders, the Board decided to propose the Bonus Issue. The Directors believe that the Bonus Issue will allow the Shareholders to participate in the business growth of the Company by way of capitalisation of a portion of the share premium account and enhance the liquidity of the Shares in the market and thereby enlarging the shareholder and capital base of the Company, which is beneficial to the Company and Shareholders as a whole.

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LETTER FROM THE BOARD

Overseas Shareholders

As at Latest Practicable Date, there were four Overseas Shareholders whose addresses as registered in the register of members of the Company were in Macau. Enquiries will be made by the Board as to whether the Bonus Issue to the Overseas Shareholders may contravene the applicable securities legislation of the relevant overseas places or the requirements of the relevant regulatory body or stock exchange as at the close of business on the Record Date. If, after making such enquiry, the Board is of the opinion that there is no legal restriction under the laws of the relevant place(s) or any requirement of the relevant regulatory body or stock exchange in such place(s), such Overseas Shareholders will be permitted to participate in the Bonus Issue. If, however, after making such enquiry, the Board is of the opinion that the exclusion of the Overseas Shareholders would be necessary or expedient, no issue of the Bonus Shares will be granted to such Non-Qualifying Shareholders.

In such circumstances, arrangements will be made for the Bonus Shares which would otherwise have been issued to the Non-Qualifying Shareholders, if any, to be sold in the market as soon as practicable after dealings in Bonus Shares commence. Any net proceeds of such sale, after deduction of expenses, of HK$100 or more will be distributed in Hong Kong dollars to the Non-Qualifying Shareholders, if any, pro rata to the respective shareholding and remittances will be posted to them, at their own risk, unless the amount falling to be distributed to any such person is less than HK$100, in which case it will be retained for the benefit of the Company.

Overseas Shareholders receiving a copy of the circular concerning the Bonus Issue may not treat the same as an invitation to participate in the Bonus Issue unless such invitation could lawfully be made to him/her/it without having to comply with any registration or other legal requirements in the relevant territory.

Status of Bonus Shares

The Bonus Shares, upon issued, will rank pari passu in all respects with the Shares then in issue, including the entitlement to receiving dividends and other distributions the record date for which is on or after the date of allotment and issue of those Bonus Shares

As at the Latest Practicable Date, the Shares are not listed or dealt in on any other stock exchange nor is listing or permission to deal in Shares being or proposed to be sought from any other stock exchange.

Conditions of the Bonus Issue

The completion of Bonus Issue is conditional upon:

• (i) the approval of the Capitalisation of Share Premium and the Bonus Issue by the Shareholders at the SGM;

• (ii) the Listing Committee granting the approval for the listing of, and permission to deal in, the Bonus Shares; and

• (iii) compliance with the relevant legal procedures and requirements (if any) under the applicable laws of Bermuda and bye-laws of the Company to effect the Capitalisation of Share Premium and the Bonus Issue.

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LETTER FROM THE BOARD

Application will be made to the Listing Committee of the Stock Exchange in respect of such approval for the listing of, and permission to deal in, the Bonus Shares. Apart from making listing application to the Listing Committee of the Stock Exchange, the Board does not propose to make application to any other stock exchanges for the listing of and permission to deal in, the Bonus Shares.

Adjustments to the Options

As at the Latest Practicable Date, there are 1,675,714 Options outstanding. The Bonus Issue may lead to adjustment to the exercise price and/or the number of Shares which may fall to be issued upon exercise of the Options. In view that the exact number of the Bonus Shares will not be determined until the Record Date, the Company will make further announcement for the aforesaid adjustments to the Options.

Save for the Options, the Company has no outstanding options, warrants or securities which are convertible or exchangeable into Shares as at the Latest Practicable Date.

Certificates for Bonus Shares

It is expected that certificates for the Bonus Shares will be posted on Monday, 18 March 2013 after all the conditions have been fulfilled at the risk of the Shareholders entitled thereto to their respective addresses shown on the register of members of the Company on the Record Date. One share certificate will be issued for all Bonus Shares issued to each Qualifying Shareholders. Dealings in the Bonus Shares are expected to commence on Tuesday, 19 March 2013.

Expected Timetable

The expected timetable for the Bonus Issue is set out on page 3 of this circular.

Dates or deadlines specified in this circular are indicative only and may be varied by the Company. Any consequential changes to the expected timetable will be published or notified to the Shareholders as and when appropriate.

GENERAL

The Group is principally engaged in money lending business, property investment, financial instruments and quoted shares in investment in Hong Kong and the retails of beauty products, provision of beauty services, clinical services in Hong Kong and Macau.

SGM

The Bonus Issue is subject to, among other things, the passing of an ordinary resolution by the Shareholders approving the same at the SGM.

To the best of the Director’s knowledge, information and belief, having made all reasonable enquires, none of the Shareholders is required to abstain from voting at the SGM in respect of the resolution for approving the Bonus Issue.

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LETTER FROM THE BOARD

Pursuant to the Rule 17.47(4) and 17.47(5) of the GEM Listing Rules and the bye-laws of the Company, the voting of the Shareholders must be taken by way of poll and the Company will then announce the results of the poll in the manner as prescribed under GEM Listing Rules.

A form of proxy for use at the SGM is enclosed with this circular. Whether or not you are able to attend the SGM, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and return the same to the Company’s branch share registrar in Tricor Standard Limited at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wan Chai, Hong Kong as soon as possible, and in any event not less than 48 hours before the time appointed for holding of the SGM or any adjournment thereof. Completion and return of the form of proxy will not preclude Shareholders from attending and voting in person at the SGM or any adjournment thereof should you so wish and in such event, the proxy shall be deemed to be revoked.

RESPONSIBILITY STATEMENT

This circular, 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 circular 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 circular misleading.

RECOMMENDATION

The Directors consider that the Bonus Issue is in the best interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend all the Shareholders to vote in favour of the relevant resolution to be proposed at the SGM.

Unlimited Creativity Holdings Limited Shiu Yeuk Yuen Chairman

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NOTICE OF THE SPECIAL GENERAL MEETING

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

(Continued in Bermuda with limited liability)

(Stock Code : 8079)

NOTICE IS HEREBY GIVEN THAT a special general meeting (the “ Meeting ”) of Unlimited Creativity Holdings Limited (the “ Company ”) will be held at 7/F, Zung Fu Industrial Building, 1067 King’s Road, Quarry Bay, Hong Kong on Thursday, 28 February 2013 at 4:00 p.m. for the purpose of considering and, if thought fit, passing (with or without modification) the following ordinary resolution:

ORDINARY RESOLUTION

“ THAT , subject to and conditional upon the Listing Committee of The Stock Exchange of Hong Kong Limited granting and agreeing to grant listing of and permission to deal in the Bonus Shares (as hereinafter defined):

• (a) Upon the recommendation of the directors of the Company (the “ Directors ”), a sum of HK$13,983,950.86 (or such larger sum as may be necessary to give effect to the issue of Bonus Shares (as defined below) pursuant to these resolutions), being part of the amount standing to the credit of the share premium account of the Company, be capitalised and accordingly the Directors be and are hereby authorized and directed to apply such sum in paying up in full at par not less than 1,398,395,086 unissued shares (the “ Bonus Shares ”) of par value HK$0.01 each in the share capital of the Company, and that such Bonus Shares shall be allotted, issued and distributed, credited as fully paid up at par, to and amongst those shareholders whose names appear on the register of members of the Company on Monday, 11 March 2013 (the “ Record Date ”) on the basis of two Bonus Shares for every one existing issued share of HK$0.01 each in the share capital of the Company held by them respectively on the Record Date;

• (b) the Bonus Shares to be allotted and issued pursuant to this resolution shall, subject to the memorandum of association and bye-laws of the Company, rank pari passu in all respects with the shares of par value HK$0.01 each in the share capital of the Company in issue on the Record Date, except that they will not rank for the Bonus Shares issuance mentioned in this resolution; and

• (c) the Directors be authorized to do all acts and things as may be necessary and expedient in connection with the allotment and issue of the Bonus Shares, including, but not limited to, determining the amount to be capitalised out of the share premium account of the Company and the number of Bonus Shares to be allotted, issued and distributed in the manner referred to in paragraph (a) of this resolution.”

Unlimited Creativity Holdings Limited Shiu Yeuk Yuen

Chairman

Hong Kong, 8 February 2013

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NOTICE OF THE SPECIAL GENERAL MEETING

Registered office: Canon’s Court 22 Victoria Street Hamilton HM 12 Bermuda

Head office and principal place of business in Hong Kong: 7/F, Zung Fu Industrial Building 1067 King’s Road Quarry Bay Hong Kong

Notes:

• (1) A form of proxy for use at the SGM is enclosed herewith.

• (2) The instrument appointing a proxy shall be in writing under the hand of the appointer or of his attorney duly authorised in writing or, if the appointer 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 SGM 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.

• (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, Wan Chai, 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).

• (5) Completion and return of the form of proxy will not preclude a shareholder of the Company from attending and voting in person at the SGM 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.

• (6) 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 SGM, whether in person or by proxy, the most senior shall alone be entitled to vote. For this purpose, seniority 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.

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.

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