Wisdomcome Group Holdings Ltd. — Proxy Solicitation & Information Statement 2015

Feb 27, 2015

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 you should take, you should consult your licensed securities dealer or registered institution in securities, bank manager, solicitor, professional accountant or other professional adviser.

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

This circular appears for information only and does not constitute an invitation or offer to acquire, purchase or subscribe for the securities of the Company.

Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited and Hong Kong Securities Clearing Company 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)

(I) CAPITAL REORGANISATION;

(II) REFRESHMENT OF GENERAL MANDATE;

(III) REFRESHMENT OF SCHEME MANDATE LIMIT UNDER SHARE OPTION SCHEME;

(IV) CHANGE OF COMPANY NAME; AND

(V) NOTICE OF SPECIAL GENERAL MEETING

Financial adviser to the Company

Capitalised terms used in this cover page shall have the same meanings as those defined in this circular.

A letter from the Board is set out from pages 6 to 17 of this circular.

A notice convening the SGM to be held at 7/F., Zung Fu Industrial Building, 1067 King’s Road, Quarry Bay, Hong Kong on Monday, 23 March 2015 at 11:30 a.m. is set out from pages 18 to 21 of this circular. A proxy form for use at the SGM is enclosed. Whether or not you intend to attend the SGM, you are requested to complete the accompanying proxy form in accordance with the instructions printed thereon and return the same to the branch share registrar of the Company in Hong Kong, Tricor Standard Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for the holding of the SGM or any adjournment thereof. Completion and return of the proxy form shall not preclude you from attending and voting in person at the SGM or any adjournment thereof should you so desire.

This circular will remain on the Company’s website at www.ulcreativity.com and the “Latest Company Announcements” page of the GEM website at http://www.hkgem.com for at least seven days from the date of its posting.

27 February 2015

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 Stock 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 of the Stock Exchange and no assurance is given that there will be a liquid market in the securities traded on GEM.

i

CONTENTS

	Page
Definitions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Expected timetable. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Letter from the Board. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Notice of SGM. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18

ii

DEFINITIONS

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

• “Adjusted Share(s)”

share(s) of par value HK$0.01 each in the share capital of the Company immediately upon the Capital Reduction becoming effective

• “AGM” the annual general meeting of the Company held on 23 October 2014

• “associate(s)” shall have the meaning ascribed to it under the GEM Listing Rules

• “Board” the board of Directors

• “Business Day” a day (other than a Saturday and Sunday) on which licensed banks are generally open for business more than five hours in Hong Kong

• “Bye-laws” the existing bye-laws of the Company as amended from time to time

• “Capital Increase” the proposed increase of authorised share capital of the Company from HK$30,000,000 divided into 3,000,000,000 Adjusted Shares to HK$300,000,000 divided into 30,000,000,000 Adjusted Shares

• “Capital Reduction”

• the proposed reduction of (i) the issued share capital of the Company by cancelling the paid up capital of the Company to the extent of HK$0.09 on each of the then issued Consolidated Share such that the par value of each issued Consolidated Share will be reduced from HK$0.10 to HK$0.01; and (ii) the authorised share capital of the Company by reducing the par value of all Consolidated Shares from HK$0.10 each to HK$0.01 each resulting in the reduction of the authorised share capital of the Company from HK$300,000,000 divided into 3,000,000,000 Consolidated Shares to HK$30,000,000 divided into 3,000,000,000 Adjusted Shares of par value HK$0.01 each

“Capital Reorganisation” the proposed reorganisation of the share capital of the Company involving the Share Consolidation, the Capital Reduction and the Capital Increase

• “CCASS” the Central Clearing and Settlement System established and operated by HKSCC

1

DEFINITIONS

• “Change of Company Name” the proposed change of the English name of the Company from “Unlimited Creativity Holdings Limited” to “Easy Repay Finance & Investment Limited” and the change of the secondary name of the Company from “無限創意控股有限公司” to “易還財務投資 有限公司”

• “Companies Act” the Companies Act 1981 of Bermuda (as amended from time to time)

• “Company” Unlimited Creativity Holdings Limited (stock code: 8079), an exempted company continued in Bermuda with limited liability, the shares of which are listed on GEM

• “Consolidated Share(s)” Share(s) of par value of HK$0.10 each in the share capital of the Company upon completion of the Share Consolidation

• “Director(s)” director(s) of the Company “Existing General Mandate” the general mandate granted to the Directors by the Shareholders at the AGM to allot, issue and deal with up to 125,839,631 new Shares, representing 20% of the issued share capital of the Company as at the date of the AGM

• “Existing Scheme Mandate Limit” the scheme mandate limit granted to the Directors by the Shareholders at the AGM to allot and issue Shares upon exercise of the options to be granted under the Share Option Scheme, with a maximum of 62,919,815 new Shares, being 10% of the Company’s issued share capital of the Company as at the date of the AGM

• “GEM” the Growth Enterprise Market 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 dollar, the lawful currency of Hong Kong “HKSCC” Hong Kong Securities Clearing Company Limited “Hong Kong” the Hong Kong Special Administrative Region of the People’s Republic of China

“Issue Mandate” the new mandate proposed to be sought at the SGM to authorise the Directors to allot, issue and deal with the Shares not exceeding 20% of the issued share capital of the Company as at the date of the SGM

2

DEFINITIONS

“Latest Practicable Date” 23 February 2015, being the latest practicable date prior to the printing of this circular for the purpose of ascertaining certain information referred to in this circular

• “Mr. Shiu” Mr. Shiu Yeuk Yuen, an existing Shareholder, an executive Director and the chairman of the Company

• “Refreshment of General the proposed refreshment of the Existing General Mandate and Mandate” grant of the Issue Mandate “Refreshment of Scheme the proposed refreshment of the Existing Scheme Mandate Limit Mandate Limit” and grant of the Scheme Mandate Limit “Registrar” the branch share registrar of the Company in Hong Kong, being Tricor Standard Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong

• “Scheme Mandate Limit” the new limit proposed to be sought at the SGM to authorise the Directors to allot and issue Shares upon exercise of the options to be granted under the Share Option Scheme, being 10% of the issued share capital of the Company as at the date of passing of the relevant resolution at the SGM

• “SFO” Securities and Futures Ordinance (Cap. 571 of the Laws of Hong Kong) as amended from time to time

• “SGM” the special general meeting of the Company to be convened to consider and, if thought fit, approve the Capital Reorganisation, the Refreshment of General Mandate, the Refreshment of Scheme Mandate Limit and the Change of Company Name

• “Share Consolidation” the proposed consolidation of every ten (10) issued and unissued Shares of par value of HK$0.01 each into one (1) Consolidated Share of par value of HK$0.10 each

• “Share Option Scheme” the share option scheme currently in force and adopted by the Company on 4 January 2011

• “Share(s)” share(s) in the authorised share capital of the Company of par value HK$0.01 each prior to the Capital Reorganisation

• “Shareholder(s)” holder(s) of Shares, Consolidated Shares or Adjusted Shares, as the case may be

• “Stock Exchange” The Stock Exchange of Hong Kong Limited “%” or “per cent.” percentage or per centum

In the event of any inconsistency, the English text of this circular shall prevail over the Chinese text.

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EXPECTED TIMETABLE

Set out below is the proposed timetable for the implementation of the Capital Reorganisation:

Event Time and date 2015 Latest time for return of proxy form of the SGM 11:30 a.m. on (not less than 48 hours prior to time of the SGM) Saturday, 21 March SGM 11:30 a.m. on Monday, 23 March Announcement of results of the SGM Monday, 23 March Effective date of the Capital Reorganisation Tuesday, 24 March Commencement of dealings in the Adjusted Shares 9:00 a.m. on Tuesday, 24 March Original counter for trading in board lots of 35,000 9:00 a.m. on Shares (in the form of existing share certificates) closes Tuesday, 24 March Temporary counter for trading in Adjusted Shares in 9:00 a.m. on board lots of 3,500 Adjusted Shares (in the form of Tuesday, 24 March existing share certificates) opens First day for free exchange of existing share certificates Tuesday, 24 March for new share certificates for Adjusted Shares Designated broker starts to stand in the market to provide 9:00 a.m. on matching services for the sale and purchase of odd lots of Friday, 10 April Adjusted Shares Original counter for trading in Adjusted Shares in board 9:00 a.m. on lots of 35,000 Adjusted Shares (in the form of new Friday, 10 April share certificates) re-opens Parallel trading in Adjusted Shares (in the form of new 9:00 a.m. on and existing share certificates) begins Friday, 10 April Designated broker ceases to stand in the market to provide 4:00 p.m. on matching services for the sale and purchase of odd lots Thursday, 30 April of Adjusted Shares Temporary counter for trading in board lots of 3,500 4:00 p.m. on Adjusted Shares (in the form of existing share certificates) closes Thursday, 30 April

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EXPECTED TIMETABLE

Parallel trading in Adjusted Shares (in the form of new and 4:00 p.m. on existing share certificates) ends Thursday, 30 April Last day for free exchange of existing share certificates for Tuesday, 5 May new share certificates for Adjusted Shares

All times and dates in this circular refer to Hong Kong local times and dates. Dates or deadlines specified in the expected timetable above are indicative only and may be extended or varied by the Company. Any changes to the expected timetable will be published or notified to the Shareholders as and when appropriate.

5

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. Kam Tik Lun, CPA, ACCA, LL.M (ICFL) Mr. Lau Gar Hung, Christopher, Bsc. in Mathematics

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

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

27 February 2015

To the Shareholders,

Dear Sir or Madam,

(I) CAPITAL REORGANISATION;

(II) REFRESHMENT OF GENERAL MANDATE; (III) REFRESHMENT OF SCHEME MANDATE LIMIT UNDER SHARE OPTION SCHEME; (IV) CHANGE OF COMPANY NAME; AND (V) NOTICE OF SPECIAL GENERAL MEETING

INTRODUCTION

Reference is made to the announcement of the Company dated 4 February 2015.

The purpose of this circular is to provide you with information in respect of, among other things, (i) the Capital Reorganisation; (ii) the Refreshment of General Mandate; (iii) the Refreshment of Scheme Mandate Limit; (iv) the Change of Company Name; and (v) the notice of SGM.

I. CAPITAL REORGANISATION

The Board proposes to implement the Capital Reorganisation which involves, among other things, the Share Consolidation, the Capital Reduction and the Capital Increase, the details of which are as follows:

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LETTER FROM THE BOARD

(i) Share Consolidation:

The consolidation of every ten (10) issued and unissued Shares of par value of HK$0.01 each in the share capital of the Company into one (1) Consolidated Share of par value of HK$0.10 each;

(ii) Capital Reduction:

Immediately upon the Share Consolidation becoming effective, (i) the issued share capital of the Company will be reduced by cancelling the paid up capital of the Company to the extent of HK$0.09 on each of the then issued Consolidated Share such that the par value of each issued Consolidated Share will be reduced from HK$0.10 to HK$0.01 (the “ Issued Share Capital Reduction ”); and (ii) the authorised share capital of the Company will be reduced by reducing the par value of all Consolidated Shares from HK$0.10 each to HK$0.01 each resulting in the reduction of the authorised share capital of the Company from HK$300,000,000 divided into 3,000,000,000 Consolidated Shares to HK$30,000,000 divided into 3,000,000,000 Adjusted Shares of par value HK$0.01 each;

(iii) Capital Increase:

Immediately upon the Capital Reduction becoming effective, the authorised share capital of the Company will be increased from HK$30,000,000 divided into 3,000,000,000 Adjusted Shares to HK$300,000,000 divided into 30,000,000,000 Adjusted Shares; and

(iv) Credit to contributed surplus account:

The credit amount arising from the Issued Share Capital Reduction (being approximately HK$19,819,742) will be transferred to the contributed surplus account of the Company and the Directors will be authorised to apply any credit balance in the contributed surplus account of the Company in accordance with the Bye-laws and all applicable laws (including the application of such credit balance to set off against the accumulated losses of the Company).

Conditions precedent to the Capital Reorganisation

The Capital Reorganisation is conditional upon:

• (i) the passing of the special resolution to approve the Capital Reorganisation by the Shareholders at the SGM;

• (ii) the GEM Listing Committee of the Stock Exchange granting approval to the listing of, and permission to deal in, the Adjusted Shares in issue following completion of the Capital Reorganisation; and

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LETTER FROM THE BOARD

• (iii) the compliance with the relevant procedures and requirements under the Companies Act and the GEM Listing Rules to effect the Capital Reduction, including (a) publication of a notice in relation to the Capital Reduction in an appointed newspaper in Bermuda on a date not more than 30 days and not less than 15 days before the date on which the Capital Reduction is to take effect; and (b) that on the date on which the Capital Reduction is to be effected, there are no reasonable grounds for believing that the Company is, or after the Capital Reduction would be, unable to pay its liabilities as they become due.

The Capital Reorganisation will become effective on the next Business Day immediately following the fulfillment of the above conditions. The legal advisers to the Company as to Bermuda law have confirmed that, subject to the conditions of the Capital Reorganisation as set out above being satisfied, the Capital Reorganisation will be in compliance with the laws of Bermuda.

Effect of the Capital Reorganisation

As at the Latest Practicable Date, the authorised share capital of the Company was HK$300,000,000 divided into 30,000,000,000 Shares of par value HK$0.01 each, of which 2,202,193,540 Shares have been issued and are fully paid or credited as fully paid. Assuming that no further Shares are issued or repurchased between the Latest Practicable Date and the date of the SGM, the effect of the Capital Reorganisation is summarised below:

	As at the Latest	Immediately
	Practicable Date	upon the Capital
		Reorganisation
		becoming effective
Par value of each share of the Company	HK$0.01	HK$0.01
Authorised share capital	HK$300,000,000 divided	HK$300,000,000 divided
	into 30,000,000,000 Shares	into 30,000,000,000
		Adjusted Shares
Number of shares in issue	2,202,193,540 Shares	220,219,354
		Adjusted Shares
Issued and fully paid-up share capital	HK$22,021,935.40	HK$2,202,193.54
Number of unissued shares	27,797,806,460 Shares	29,779,780,646
		Adjusted Shares
Unissued share capital	HK$277,978,064.60	HK$297,797,806.46

As at 30 September 2014, the amount standing to the credit of the contributed surplus account of the Company was approximately HK$201,218,000. Assuming that no new Shares are issued from the Latest Practicable Date until the effective date of the Capital Reorganisation, a total credit of approximately HK$19,819,742 will arise as a result of the Capital Reduction and such amount will be credited to the contributed surplus account of the Company upon the Capital Reorganisation becoming effective.

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LETTER FROM THE BOARD

Upon the Capital Reorganisation becoming effective, the Adjusted Shares will rank pari passu in all respects with each other. Fractional Adjusted Shares will not be issued by the Company to the Shareholders. Any fractional entitlements of the Adjusted Shares will be aggregated, sold and retained for the benefit of the Company.

Other than the relevant expenses, including but not limited to professional fees and printing charges incurred, the implementation of the Capital Reorganisation will have no effect on the consolidated net asset value of the Group, nor will it alter the underlying assets, business, operations, management or financial position of the Company or the interest of the Shareholders, save for any fractional Adjusted Shares to which Shareholders may be entitled. The Directors believe that the Capital Reorganisation will not have any material adverse effect on the financial position of the Group.

Board lot size

The board lot size for trading will remain unchanged at 35,000 shares for the Adjusted Shares, which is the same board lot size for trading in the existing Shares on the Stock Exchange. Based on the closing price of HK$0.047 per Share (equivalent to HK$0.47 per Adjusted Share assuming the Capital Reorganisation becoming effective) on the Latest Practicable Date, the value of each board lot of 35,000 Adjusted Shares would be HK$16,450.

Reasons for the Capital Reorganisation

The Share Consolidation will increase the trading price per board lot of the Adjusted Shares, which will reduce the overall transaction costs of dealings in the Adjusted Shares. In addition. the Board considers that the Capital Reduction and the Capital Increase will give greater flexibility to the Company to raise funds through the issue of new shares of the Company in the future since the Company is not permitted to issue new shares below par value under the laws of Bermuda and the Bye-laws. As such, the Board also believes that the Capital Reorganisation may attract more investors and extend the Shareholders’ base of the Company.

In view of the above, the Board considers that the Capital Reorganisation is in the interests of the Company and the Shareholders as a whole.

Free exchange of Adjusted Shares’ certificates and trading arrangement

Subject to the Capital Reorganisation becoming effective, which is expected to be on Tuesday, 24 March 2015, Shareholders may, from Tuesday, 24 March 2015 to Tuesday, 5 May 2015 (both dates inclusive), submit share certificates for the existing Shares to the Registrar to exchange, at the expense of the Company, for new share certificates of the Adjusted Shares, which will be yellow in colour. Thereafter, each share certificate for the existing Shares will be accepted for exchange only on payment of a fee of HK$2.50 (or such higher amount as may be from time to time be specified by the Stock Exchange) for each new share certificate issued for the Adjusted Shares or each share certificate for the existing Shares submitted for cancellation, whichever the number of certificates issued or cancelled is higher. Nevertheless, the share certificates for the existing Shares will continue to be good evidence of legal title and may be exchanged for new share certificates for the Adjusted Shares at any time but are not accepted for trading, settlement and registration upon completion of the Capital Reorganisation.

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LETTER FROM THE BOARD

Odd lots arrangement and matching services

In order to facilitate the trading of odd lots (if any) of the Adjusted Shares, the Company has appointed Kingston Securities Limited to stand in the market to provide matching services, on a best effort basis, to those Shareholders who wish to acquire odd lots of the Adjusted Shares to make up a full board lot, or to dispose of their holdings of odd lots of the Adjusted Shares from Friday, 10 April 2015 to Thursday, 30 April 2015 (both days inclusive). Holders of odd lots of the Adjusted Shares who wish to take advantage of this facility either to dispose of their odd lots of the Adjusted Shares or top up to a full board lot may, directly or through their brokers, contact Ms. Rosita Kiu of Kingston Securities Limited at Suite 2801, 28/F., One International Finance Centre, One Harbour View Street, Central, Hong Kong at telephone number (852) 2298-6215 during this period.

Holders of odd lots of the Adjusted Shares should note that successful matching of the sale and purchase of odd lots of the Adjusted Shares are not warranted. Any Shareholder who is in any doubt about the odd lots arrangement is recommended to consult his/her/its own professional advisers.

As at the Latest Practicable Date, the Company did not have any outstanding convertible securities, options or warrants in issue which confer any right to subscribe for, convert or exchange into Shares.

Listing Application

An application has been made by the Company to the GEM Listing Committee of the Stock Exchange for the listing of, and the permission to deal in, the Adjusted Shares.

Subject to the granting of the listing of, and permission to deal in, the Adjusted Shares on the Stock Exchange, the Adjusted Shares will be accepted as eligible securities by HKSCC for deposit, clearance and settlement in CCASS with effect from the commencement date of dealings in the Adjusted Shares on the Stock Exchange or, under contingent situation, such other date as determined by HKSCC. Settlement of transactions between participants of the Stock Exchange on any trading day is required to take place in CCASS on the second trading day thereafter. All activities under CCASS are subject to the General Rules of CCASS and CCASS Operational Procedures in effect from time to time.

No part of the securities of the Company is listed or dealt in on which listing or permission to deal is being or is proposed to be sought on other stock exchanges.

II. REFRESHMENT OF GENERAL MANDATE

Background of and reasons for the Refreshment of General Mandate

The Company is principally engaged in the money lending business, property investment, financial instruments, retail business, medicine store and quoted shares investment in Hong Kong.

At the AGM, the Shareholders granted, among other things, the Existing General Mandate to the Directors to allot, issue and deal with a maximum of 125,839,631 new Shares, representing 20% of the issued share capital of the Company as at the date of the AGM.

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LETTER FROM THE BOARD

There had not been any refreshment of the Existing General Mandate since the AGM and up to the Latest Practicable Date. As at the Latest Practicable Date, the Existing General Mandate had not been utilised.

On 10 October 2014, the Board announced that the Company proposed a rights issue at the subscription price of HK$0.08 per rights share on the basis of five (5) rights shares for every two (2) Shares held on the relevant record date (the “ Rights Issue ”). As a result of the Rights Issue, the Company allotted and issued an aggregate of 1,572,995,385 Shares. Accordingly, the issued share capital of the Company has been enlarged. In view of the increase in the issued share capital of the Company as described above and to maintain flexibility for any future allotment and issue of Shares by the Directors on behalf of the Company as and when necessary, it is proposed that the Board shall seek the approval of the Shareholders for the grant of the Issue Mandate at the SGM.

The Company currently does not have any immediate plans for any new issue of Shares under the Issue Mandate and does not have any intention or enter into any negotiations, agreement and/or letter of intent to conduct any fund raising exercises. Despite that the Company currently has no intention to conduct any fund raising exercises, the Board is proposing to seek the approval of Shareholders at the SGM for the Issue Mandate such that the Group will have greater financial flexibility. Should funding needs arise or attractive terms for investment in the Shares become available from potential investors, the Board will be able to respond to the market and such investment opportunities promptly. The Board believes that fund raising exercise pursuant to a general mandate provides the Company a simpler and less lead time process than other types of fund raising exercises and avoids the uncertainties in such circumstances that specific mandate may not be obtained in a timely manner.

As at the Latest Practicable Date, the Company had an aggregate of 2,202,193,540 Shares in issue. Assuming that no Shares will be issued or repurchased by the Company on or before date of the SGM and subject to the passing of the ordinary resolution for the approval of the Refreshment of General Mandate, the Company would be allowed under the Issue Mandate to allot, issue or otherwise deal with up to 440,438,708 Shares (equivalent to 44,043,870 Adjusted Shares assuming the Capital Reorganisation becoming effective), representing 20% of the issued share capital of the Company as at the Latest Practicable Date.

The Issue Mandate, if granted, will remain effective until the earliest of (i) the conclusion of the next annual general meeting of the Company; (ii) the expiration of the period within which the next annual general meeting of the Company is required by the Bye-laws or any applicable law to be held; or (iii) the date upon which such authority is revoked or varied by way of ordinary resolution by the Shareholders in a general meeting of the Company.

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LETTER FROM THE BOARD

Equity fund raising activity in the past twelve months

Actual use of the Date of Fund raising Net proceeds Intended use of net proceeds as at the announcement activity raised the net proceeds Latest Practicable Date 10 October 2014 The Rights Issue Approximately As to (i) approximately HK$74.1 Used as intended as to (i) approximately HK$123.1 million million for expanding the HK$20 million for expanding its money lending business; money lending business; (ii) approximately HK$29 (ii) approximately HK$2.2 million million for expanding for expanding its retail business the retail business and/or and/or medicine store; medicine store; and (iii) (iii) approximately HK$2.4 million the remaining of for general working capital; and approximately HK$20 (iv) the remaining of approximately million for general working HK$98.5 million was remained capital of the Group which in bank and was anticipated includes administrative to be used as intended. expenses (such as salaries, office rentals and professional fees, etc.) at a total of approximately HK$2 million per month.

Save for the above, the Company had not conducted any other equity fund raising exercises in the past twelve months immediately preceding the Latest Practicable Date.

Potential dilution to shareholdings of the existing public Shareholders

For illustration purpose only, the table below sets out the shareholding structure of the Company (i) as the Latest Practicable Date; and (ii) upon full utilisation of the Issue Mandate (assuming no other Shares would be issued or repurchased by the Company):

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LETTER FROM THE BOARD

(a) Before the Capital Reorganisation becoming effective:

Name of Shareholders Mr. Shiu and/or Able Rich Consultants Limited_(Note 1) China 3D Digital Entertainment Limited(Note 2) New Smart International Creation Limited(Note 3) Heavenly Blaze Limited(Note 4) Ms. Siu York Chee(Note 5) Mr. Leung Kwok Kui(Note 6) Mr. Siu Yeuk Bik, Amy(Note 7) Ms. Hau Lai Mei(Note 8) Mr. Leung Ge On Andy(Note 9)_ Other public Shareholders Shares to be issued under the Issue Mandate Total	As at the Latest Practicable Date Number of Shares % 816,586,137 37.08 282,990,750 12.85 18,044,250 0.82 444,990 0.02 222,631 0.01 2 0.00 27 0.00 16 0.00 220,500 0.01 1,083,684,237 49.21 – – 2,202,193,540 100	Upon full utilisation of the Issue Mandate (assuming no other Shares would be issued or repurchased by the Company) Number of Shares % 816,586,137 30.90 282,990,750 10.71 18,044,250 0.68 444,990 0.02 222,631 0.01 2 0.00 27 0.00 16 0.00 220,500 0.01 1,083,684,237 41.00 440,438,708 16.67 2,642,632,248 100	Upon full utilisation of the Issue Mandate (assuming no other Shares would be issued or repurchased by the Company) Number of Shares % 816,586,137 30.90 282,990,750 10.71 18,044,250 0.68 444,990 0.02 222,631 0.01 2 0.00 27 0.00 16 0.00 220,500 0.01 1,083,684,237 41.00 440,438,708 16.67 2,642,632,248 100
			100

(b) After the Capital Reorganisation becoming effective:

Name of Shareholders Mr. Shiu and/or Able Rich Consultants Limited_(Note 1) China 3D Digital Entertainment Limited(Note 2) New Smart International Creation Limited(Note 3) Heavenly Blaze Limited(Note 4) Ms. Siu York Chee(Note 5) Mr. Leung Kwok Kui(Note 6) Mr. Siu Yeuk Bik, Amy(Note 7) Ms. Hau Lai Mei(Note 8) Mr. Leung Ge On Andy(Note 9)_ Other public Shareholders Shares to be issued under the Issue Mandate Total	As at the Latest Practicable Date Number of Adjusted Shares % 81,658,613 37.08 28,299,075 12.85 1,804,425 0.82 44,499 0.02 22,263 0.01 – – 3 0.00 2 0.00 22,050 0.01 108,368,424 49.21 – – 220,219,354 100	Upon full utilisation of the Issue Mandate (assuming no other Adjusted Shares would be issued or repurchased by the Company) Number of Adjusted Shares % 81,658,613 30.90 28,299,075 10.71 1,804,425 0.68 44,499 0.02 22,263 0.01 – – 3 0.00 2 0.00 22,050 0.01 108,368,424 41.00 44,043,870 16.67 264,263,224 100	Upon full utilisation of the Issue Mandate (assuming no other Adjusted Shares would be issued or repurchased by the Company) Number of Adjusted Shares % 81,658,613 30.90 28,299,075 10.71 1,804,425 0.68 44,499 0.02 22,263 0.01 – – 3 0.00 2 0.00 22,050 0.01 108,368,424 41.00 44,043,870 16.67 264,263,224 100
			100

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LETTER FROM THE BOARD

Notes:

1. Able Rich Consultants Limited is wholly owned by Rich Treasure Group Limited, of which Mr. Shiu is the sole director and shareholder holding it on trust for certain family members. Mr. Shiu is an executive Director and the chairman of the Company. For ease of reference, the shareholding of Able Rich Consultants Limited and Mr. Shiu are consolidated together for reference.

2. China 3D Digital Entertainment Limited is owned as to approximately 2.60% by the Company and approximately 0.03% by Mr. Shiu Stephen Junior, the son of Mr. Shiu.

3. New Smart International Creation Limited is a wholly-owned subsidiary of China 3D Digital Entertainment Limited.

4. Heavenly Blaze Limited is beneficially owned as to (i) 50% by Mr. Shiu Stephen Junior, son of Mr. Shiu; and (ii) 50% by Ms. Chen Min, spouse of Mr. Shiu Stephen Junior.

5. Ms. Siu York Chee is the sister of Mr. Shiu and the director of certain subsidiaries of the Company.

6. Mr. Leung Kwok Kui is the spouse of Ms. Siu York Chee, brother-in-law of Mr. Shiu, and the director of certain subsidiaries of the Company.

7. Ms. Siu Yeuk Bik, Amy is the sister of Mr. Shiu.

8. Ms. Hau Lai Mei is the spouse of Mr. Shiu.

9. Mr. Leung Ge On Andy is an executive Director.

III. REFRESHMENT OF SCHEME MANDATE LIMIT

The Company adopted the Share Option Scheme pursuant to an ordinary resolution passed on 4 January 2011 (the “ Adoption Date ”). Apart from the Share Option Scheme, the Company has no other share option scheme currently in force. Since the Adoption Date, the Existing Scheme Mandate Limit has been refreshed at the AGM.

As at the Latest Practicable Date, a total of 2,202,193,540 Shares were in issue and no share option was outstanding. In view of the increase in issued share capital of the Company, the Refreshment of Scheme Mandate Limit is proposed. Assuming that there is no change in the issued share capital of the Company between the period from the Latest Practicable Date and the date of the SGM and that no further options will be granted under the Share Option Scheme prior to the date of the SGM, the number of Shares that may fall to be allotted and issued upon exercise in full of the options that may be granted, after the relevant resolution is passed at the SGM, would be 220,219,354 Shares (equivalent to 22,021,935 Adjusted Shares assuming the Capital Reorganisation becoming effective).

Pursuant to the terms of the Share Option Scheme and the GEM Listing Rules, the Scheme Mandate Limit shall not in any event result in the number of Shares which may be issued upon exercise of all outstanding options granted and yet to be exercised under the Share Option Scheme and any other share option schemes of the Company exceeding 30% of the Shares in issue from time to time.

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LETTER FROM THE BOARD

The Refreshment of Scheme Mandate Limit is conditional on:

• (i) the Shareholders passing an ordinary resolution by way of poll pursuant to the GEM Listing Rules to approve the Refreshment of Scheme Mandate Limit at the SGM; and

• (ii) the GEM Listing Committee of the Stock Exchange granting listing of, and permission to deal in, any new Shares (representing a maximum of 10% of the Shares in issue as at the date of approval of such resolution at the SGM) which may fall to be issued upon exercise of all options to be granted under the Share Option Scheme.

Application has been made to the GEM Listing Committee of the Stock Exchange for the approval mentioned in paragraph (ii) above.

The Company proposes to seek the approval by the Shareholders for the Refreshment of Scheme Mandate Limit with a view to allowing the Company more flexibility to provide higher incentives or rewards to eligible participants for their contribution to the Group. The Directors consider that it will be for the benefit of the Company and the Shareholders as a whole that the eligible participants of the Share Option Scheme are granted rights to obtain equity holdings of the Company through the grant of options. This will motivate the eligible participants to contribute to the success of the Group. For these reasons, the Directors proposes the passing of an ordinary resolution at the SGM for the Refreshment of Scheme Mandate Limit.

IV. CHANGE OF COMPANY NAME

The Board proposes for the Shareholders’ approval that subject to the approval of the Registrar of Companies in Bermuda being obtained, the English name of the Company be changed from “Unlimited Creativity Holdings Limited” to “Easy Repay Finance & Investment Limited” and the secondary name of the Company be changed from “無限創意控股有限公司” to “易還財務投資有限公司”. The stock short name of the Company will also be changed accordingly.

Reasons for the Change of Company Name

The Board considers that the Change of Company Name will better reflect and emphasise the business focus of the Group. The proposed new English name of the Company will provide the Company a better identification and strengthen the Company’s corporate image. The Board believes that the Change of Company Name is in the interests of the Company and the Shareholders as a whole.

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LETTER FROM THE BOARD

Conditions precedent to the Change of Company Name

The Change of Company Name is conditional upon:

• (i) the passing of the special resolution to approve the Change of Company Name by the Shareholders at the SGM; and

• (ii) the Registrar of Companies in Bermuda approving the Change of Company Name and entering the new names into the register of companies in place of the former names.

Subject to the satisfaction of the conditions as set out above, the Change of Company Name will take effect from the date of registration as set out in the certificate of incorporation on change of name and the certificate of secondary name. The Company will then carry out all necessary filing procedures with the Companies Registry in Hong Kong.

Effects of the Change of Company Name

The Change of Company Name will not affect any rights of the holders of securities of the Company. Save for the change of stock short name to be announced by the Company, the trading arrangements for the Shares on the Stock Exchange will not be affected. All existing certificates of securities in issue bearing the present name of the Company shall, after the Change of Company Name becoming effective, continue to be evidence of title to such securities and the existing share certificates will continue to be valid for trading, settlement, registration and delivery purposes. There will not be any arrangement for exchange of the existing certificates of securities. Once the Change of Company Name becomes effective, new share certificates will be issued only in the new English name of the Company.

The Company will make further announcement(s) regarding the effective date of the proposed name change and the change of the stock short name for trading in the Shares on the Stock Exchange.

GENERAL

In compliance with the GEM Listing Rules, all resolutions will be voted on by way of poll at the SGM. To the best of the Directors’ knowledge, information and belief having made all reasonable enquiries, no Shareholders are required to abstain from voting on the special resolutions to be proposed at the SGM to approve the Capital Reorganisation and the Change of Company Name.

As at the Latest Practicable Date, the issued share capital of the Company consisted of 2,202,193,540 Shares (equivalent to 220,219,354 Adjusted Shares). According to Rule 17.42A(5) of the GEM Listing Rules, it will not be necessary for the Company to comply with, amongst others, the requirement to obtain independent shareholders’ approval under Rule 17.42A(1) of the GEM Listing Rules in order to refresh its general mandate immediately after the Rights Issue such that the amount in percentage terms of the unused part of the general mandate upon refreshment is the same as the unused part of the general mandate immediately before the issue of securities under the Rights Issue. In light of this, no Shareholders will be required to abstain from voting in relation to the ordinary resolutions to approve, among other things, the Refreshment of General Mandate and the Refreshment of Scheme Mandate Limit.

16

LETTER FROM THE BOARD

SGM

A notice of the SGM is set out from pages 18 to 21 of this circular. The SGM will be convened at 7/F., Zung Fu Industrial Building, 1067 King’s Road, Quarry Bay, Hong Kong, on Monday, 23 March 2015 at 11:30 a.m. for the purpose of considering, and if thought fit, the passing of the relevant resolutions approving (i) the Capital Reorganisation; (ii) the Refreshment of General Mandate; (iii) the Refreshment of Scheme Mandate Limit; and (iv) the Change of Company Name.

A form of proxy for use at the SGM is enclosed with this circular. Whether or not you are able to attend the meeting in person, you are requested to complete and return the accompanying form of proxy to the Registrar, Tricor Standard Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for the holding of the SGM. Completion and return of the form of proxy shall not preclude you from attending and voting at the SGM should you so wish.

RECOMMENDATION

The Directors are of the opinion that (i) the Capital Reorganisation; (ii) the Refreshment of General Mandate; (iii) the Refreshment of Scheme Mandate Limit; and (iv) the Change of Company Name are fair and reasonable and in the interests of the Company and the Shareholders as a whole. Therefore, the Directors recommend the Shareholders to vote in favour of the relevant resolutions to be proposed at the SGM.

COMPETING INTERESTS

As at the Latest Practicable Date, so far as the Directors were aware, none of the Directors or their associates had any interest in any business which competes or may compete, either directly or indirectly, with the business of the Group or has or may have any other conflicts of interest with the Group pursuant to the GEM Listing Rules.

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 in this circular misleading.

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

Chairman

17

NOTICE OF SGM

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 the shareholders 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 Monday, 23 March 2015 at 11:30 a.m. for the purpose of considering and, if thought fit, passing with or without modifications, the following resolutions of the Company:

ORDINARY RESOLUTIONS

“1. THAT,

• a. subject to paragraph (c) below, resolution, and pursuant to the Rules Governing the Listing of Securities on the Growth Enterprise Market of The Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”), the exercise by the directors of the Company (the “ Directors ”) during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue or otherwise deal with additional shares in the capital of the Company and to make or grant offers, agreements, options including warrants to subscribe for shares, and/or rights of exchange or conversion which might require the exercise of such powers be and is hereby generally and unconditionally approved;

• b. the approval given in paragraph (a) above shall be in addition to any other authorisation given to the Directors and shall authorise the Directors during the Relevant Period (as hereinafter defined) to make or grant offers, agreements and/ or options (including bonds, warrants and debentures convertible into shares of the Company), which may require the exercise of such powers after the end of the Relevant Period;

• c. the aggregate nominal amount of share capital allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to options or otherwise) by the Directors during the Relevant Period (as hereinafter defined) pursuant to paragraph (a) above, otherwise than pursuant to (1) a Rights Issue (as hereinafter defined); or (2) on the exercise of any options granted under the share option scheme of the Company or any other option, scheme or similar arrangement for the time being adopted for the grant or issue to officers and/or employees of the Company and/or any of its subsidiaries of shares or rights to acquire shares of the Company; or (3) any scrip dividend or similar arrangement providing for the allotment of shares in lieu of the whole or part of a dividend on shares of the Company in accordance with the bye-laws in force from time to time; or (4) any issue of shares of the Company upon exercise of rights of subscription or conversion under the terms of any exercisable convertible notes issued by the Company or any existing securities of the Company which carry rights to subscribe for or are convertible into shares of the Company, shall not exceed 20% of the aggregate nominal amount of share capital of the Company in issue as at the date of passing this resolution and the said approval shall be limited accordingly; and

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NOTICE OF SGM

• d. for the purpose of this resolution:

“ Relevant Period ” means the period from the passing of this resolution until whichever is the earliest of:

• (1) the conclusion of the next annual general meeting of the Company;

• (2) the expiration of the period within which the next annual general meeting of the Company is required by the bye-laws or the Companies Ordinance or any other applicable law of Hong Kong to be held; and

• (3) the revocation or variation of the authority given under this resolution by an ordinary resolution of the shareholders of the Company in a general meeting; and

“ Rights Issue ” means an offer of shares in the capital of the Company, or an offer or issue of warrants, options or other securities giving rights to subscribe for shares, open for a period fixed by the Directors to holders of shares in the capital of the Company or any class thereof on the register of members on a fixed record date in proportion to their then holdings of such shares (subject to such exclusion or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements, or having regard to any restrictions or obligations under the laws of, or the requirements of any recognised regulatory body or any stock exchange in, any territory outside Hong Kong).”

• “2. THAT, subject to and conditional upon the granting by the Listing Committee of the Growth Enterprise Market operated by the Stock Exchange of the listing of and permission to deal in the shares of the Company which may be issued pursuant to the exercise of option to be granted under the refreshed scheme mandate limit (the “ Scheme Mandate Limit ”) under the share option scheme adopted on 4 January 2011, which entitles the Directors to grant options after the listing of shares of the Company on the Stock Exchange, in the manner as set out in paragraph (a) of this resolution,

• (a) the refreshment of the Scheme Mandate Limit of up to 10 per cent. of the shares of the Company in issue as at the date of passing of this resolution be and is hereby approved; and

• (b) the Directors be and are hereby authorised do all such acts and things and execute all such documents, including under seal where applicable, as they consider necessary or expedient to give effect to the foregoing arrangement.”

19

NOTICE OF SGM

SPECIAL RESOLUTIONS

• “1. THAT, subject to and conditional upon, (i) the Listing Committee of Growth Enterprise Market operated by the Stock Exchange granting or agree to grant the listing of and permission to deal in the Adjusted Shares (as defined below); and (ii) compliance by the Company with the requirements of section 46(2) of the Companies Act 1981 of Bermuda (as amended), with effect from 9:00 a.m. on Tuesday, 24 March 2015 (Hong Kong time) or such time or such other date and/or time as the Directors may determine:

• a. every ten (10) issued and unissued shares of par value of HK$0.01 each in the share capital of the Company be consolidated into one (1) share of par value of HK$0.10 each (each a “ Consolidated Share ”) (the “ Share Consolidation ”);

• b. (i) the issued share capital of the Company be reduced by cancelling the paid-up capital of the Company to the extent of HK$0.09 on each of the issued Consolidated Share such that the par value of each issued Consolidated Share be reduced from HK$0.10 to HK$0.01 (the “ Issued Share Capital Reduction ”); and (ii) the par value of all Consolidated Shares in the authorised share capital of the Company be reduced from HK$0.10 each to HK$0.01 each resulting in the reduction of the authorised share capital of the Company from HK$300,000,000 divided into 3,000,000,000 Consolidated Shares to HK$30,000,000 divided into 3,000,000,000 shares of par value of HK$0.01 each (each an “ Adjusted Share ”) (collectively, the “ Capital Reduction ”);

• c. the authorised share capital of the Company be increased from HK$30,000,000 divided into 3,000,000,000 Adjusted Shares to HK$300,000,000 divided into 30,000,000,000 Adjusted Shares (the “ Capital Increase ”);

• d. the amount of credit arising from the Issued Share Capital Reduction be transferred to the contributed surplus account of the Company and the Directors be and are hereby authorised to apply any credit balance in the contributed surplus account of the Company in accordance with the bye-laws of the Company and all applicable laws (including the application of such credit balance to set off against the accumulated losses of the Company); and

• e. the Directors be and are hereby generally authorised to do all such acts deeds and things and to sign all documents as they may, in their absolute discretion, deem necessary, desirable or appropriate to give effect and implement the Share Consolidation, the Capital Reduction and the Capital Increase.”

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NOTICE OF SGM

• “2. THAT , subject to and conditional upon approval by the Registrar of Companies in Bermuda being obtained, the name of the Company be changed from “Unlimited Creativity Holdings Limited” to “Easy Repay Finance & Investment Limited” and the secondary name of the Company be changed from “無限創意控股有限公司” to “易還財務投資有限公司”; and the Directors be and are hereby authorised to do all such acts and things and to execute all documents they consider necessary or expedient to effect the aforesaid change of the name of the Company.”

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

Hong Kong, 27 February 2015

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

Head office and principal place of business in Hong Kong: 7th Floor 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 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 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 Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong not less than 48 hours before the time appointed for holding of the above SGM 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, 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.

7. 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. Kam Tik Lun and Mr. Lau Gar Hung, Christopher, being independent non-executive Directors.

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