Strawbear Entertainment Group — Capital/Financing Update 2025

Jul 7, 2025

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.

Strawbear Entertainment Group
稻草熊娱乐集团
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 2125)

DISCLOSABLE TRANSACTION
SUBSCRIPTIONS OF WEALTH MANAGEMENT PRODUCTS

SUBSCRIPTIONS OF WEALTH MANAGEMENT PRODUCTS

On July 7, 2025 (after trading hours), the Company (i) subscribed for a wealth management product in the amount of US$2 million issued by BNP from Nomura Singapore; (ii) subscribed for a wealth management product in the amount of US$1.5 million issued by Barclays from Nomura Singapore; and (iii) subscribed for a wealth management product in the amount of US$1.5 million issued by UBS from Nomura Singapore. The Subscriptions are funded by surplus cash reserves of the Group.

LISTING RULES IMPLICATIONS

As the Subscriptions were made with the same counterparty and were of similar nature, the Subscriptions should be aggregated for the purpose of calculating the relevant percentage ratios pursuant to Rule 14.22 of the Listing Rules. As the highest applicable percentage ratios in respect of the Subscriptions on an aggregate basis exceeds 5% but is less than 25%, the Subscriptions constitute discloseable transactions of the Company, and are therefore subject to the reporting and announcement requirements but exempt from shareholders' approval requirement under Chapter 14 of the Listing Rules.

SUBSCRIPTIONS OF WEALTH MANAGEMENT PRODUCTS

The Board hereby announces that on July 7, 2025 (after trading hours), the Company (i) subscribed for a wealth management product in the amount of US$2 million issued by BNP from Nomura Singapore; (ii) subscribed for a wealth management product in the amount of US$1.5 million issued by Barclays from Nomura Singapore; and (iii) subscribed for a wealth management product in the amount of US$1.5 million issued by UBS from Nomura Singapore. The Subscriptions are funded by surplus cash reserves of the Group.

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The principal terms of each of the Subscriptions are set out as follows:

Subscription I

Date of subscription: July 7, 2025

Name of product: USD callable credit linked certificate (the "Certificate")

Parties:
(i) the Company (as subscriber);
(ii) BNP (as issuer); and
(iii) Nomura Singapore (as dealer).

Type of product: structured note

Principal amount subscribed: US$2 million

Term of investment: 5 years

Issue date of the Certificate is July 21, 2025 and the maturity date of the Certificate is June 23, 2030.

Issuer call option: The Certificate is callable annually on June 23, 2026, June 23, 2027, June 23, 2028 and June 23, 2029, at a redemption price of 107.26%, 113.52%, 118.78% and 123.04% of the initial principal amount, respectively, provided that the issuer gives at least twenty five (25) business days' prior notice to the Company.

Final redemption amount: 126.30% of the initial principal amount

Accrual yield:
July 21, 2025 to June 23, 2026: 7.26%
June 23, 2026 to June 23, 2027: 6.26%
June 23, 2027 to June 23, 2028: 5.26%
June 23, 2028 to June 23, 2029: 4.26%
June 23, 2029 to June 23, 2030: 3.26%

Investment scope of the product: debt securities – senior unsecured note – credit linked note

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Subscription II

Date of subscription: July 7, 2025

Name of product: 36-month minimum redemption fund linked participation note (the “Note 1”)

Parties:
(i) the Company (as subscriber);
(ii) Barclays (as issuer); and
(iii) Nomura Singapore (as dealer).

Type of product: structured note

Principal amount subscribed: US$1.5 million

Term of investment: 3 years

Issue date of the Note 1 is July 21, 2025 and the maturity date of the Note 1 is July 28, 2028.

Early redemption: The Note 1 may be early redeemed on October 23, 2025, January 23, 2026, April 23, 2026, July 23, 2026, October 23, 2026, January 25, 2027, April 23, 2027, July 23, 2027, October 25, 2027, January 25, 2028 and April 25, 2028, at an annualized interest rate of 6.92%.

Final cash settlement amount: Unless the Note 1 has been previously redeemed or cancelled by the issuer prior to July 28, 2028, the issuer shall pay the final cash settlement amount in accordance with the following:

$$
\begin{array}{l}
\text{final cash settlement amount} = \text{initial principal amount} \times (100\% \
+ \text{Min}\left(26\%, 110\% \times \text{Max}\left[0, \frac{\text{NAV}_{\text{Final}}}{\text{NAV}_0} - 1\right]\right)
\end{array}
$$

Where:

$\mathrm{NAV}_{\mathrm{Final}} =$ means the net asset value of the Fund per Fund share on July 21, 2028.

$\mathrm{NAV}_0 =$ means the net asset value of the Fund per Fund share on the July 7, 2025.

Investment scope of the product: debt securities – senior unsecured note – PIMCO GIS-Income Fund linked note

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Subscription III

Date of subscription: July 7, 2025

Name of product: 36-month issuer callable USD capital return note (the “Note 2”)

Parties:
(i) the Company (as subscriber);
(ii) UBS (as issuer); and
(iii) Nomura Singapore (as dealer).

Type of product: structured note

Principal amount subscribed: US$1.5 million

Term of investment: 3 years

Issue date of the Note 2 is July 21, 2025 and the maturity date of the Note 2 is July 28, 2028.

Early redemption: The Note 2 may be early redeemed on October 23, 2025, January 23, 2026, April 23, 2026, July 23, 2026, October 23, 2026, January 25, 2027, April 23, 2027, July 23, 2027, October 25, 2027, January 25, 2028 and April 25, 2028, provided that in each case, if it is not a New York Business Day, the next following business day, at an annualized interest rate of 6.92%.

Redemption at maturity: The Note 2 outstanding on July 21, 2028 shall be redeemed by the issuer on the maturity date (being July 28, 2028) in the following amount (calculated to 2 decimal places, 0.005 being rounded upwards):

$$
\text{redemption amount} = \text{initial principal amount} \times (100\% + \text{Min}\left(26\%, 110\% \times \text{Max}\left[0, \frac{\text{NAV}_{\text{Final}}}{\text{NAV}_0} - 1\right]\right))
$$

Where:

$\mathrm{NAV}_{\mathrm{Final}} =$ means the net asset value of the Fund per Fund share on July 21, 2028.

$\mathrm{NAV}_0 =$ means the net asset value of the Fund per Fund share on the July 7, 2025.

Investment scope of the product: debt securities – senior unsecured note – PIMCO GIS-Income Fund linked note

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BASIS OF DETERMINATION FOR THE CONSIDERATION

The consideration for each of the Subscriptions was determined after arm's length negotiation between the parties taking into account (i) the surplus cash reserves of the Group available for treasury management purpose; (ii) the expected return and terms of each of the Subscriptions; and (iii) prevailing market interest rates and practices.

REASONS FOR AND BENEFITS OF THE SUBSCRIPTIONS

The Board believes that using temporary idle funds reasonably and effectively will enhance the capital gain of the Company, which is consistent with the core objectives of the Company to ensure capital safety and liquidity and meet the capital needs of the Group's daily operations. In addition, as the Subscriptions were funded by the surplus cash reserves of the Group, they would not have material impact on the working capital and the operations of the Group, while the Company can enjoy a relatively higher return from investments in the Subscriptions after comparing quotes from different issuers.

The Group has implemented adequate measures to closely monitor the performance of the wealth management products and to review and assess the impact of the Subscriptions to the operation and working capital of the Group from time to time.

Based on the above, the Directors (including the independent non-executive Directors) are of the view that the Subscriptions are on normal commercial terms, fair and reasonable and in the interests of the Company and its Shareholders as a whole.

GENERAL INFORMATION

Information on the Group

The Group is a major drama series producer and distributor in the PRC, and principally engages in the investment, development, production and distribution of TV series and web series.

Information on Nomura Singapore

Nomura Singapore is a company incorporated under the laws of Singapore, regulated by the Monetary Authority of Singapore, and an indirect wholly-owned subsidiary of Nomura Holdings, Inc., which is listed on the Tokyo Stock Exchange (stock code: 8604) and the New York Stock Exchange (stock code: NMR). Nomura Holdings, Inc. is the holding company of a financial services group in Japan and is principally engaged in (i) financial instruments business; (ii) banking business; and (iii) other financial services. Nomura Singapore is principally engaged in a full range of financial services to institutional and private clients.

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Information on BNP

BNP is a company incorporated under the laws of Netherlands and a wholly-owned subsidiary of BNP Paribas S.A., which is listed on the Paris Stock Exchange (stock code: BNP). BNP is principally engaged in issuance of structured products. BNP Paribas S.A. provides commercial, retail, investment, and private and corporate banking services.

Information on Barclays

Barclays is a company incorporated under the laws of England, and is authorized by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority. Barclays is listed on the London Stock Exchange (stock code: BARC) and the New York Stock Exchange (stock code: BCS), and is principally engaged in banking services.

Information on UBS

UBS is a company incorporated under the laws of Switzerland, and a wholly-owned subsidiary of UBS Group AG, which is listed on the SIX Swiss Exchange (stock code: UBSG) and the New York Stock Exchange (stock code: UBS). UBS offers investment, retail, and corporate and institutional banking, as well as holistic wealth management planning and asset management services.

To the best of the Directors' knowledge, information and belief, having made all reasonable enquiries, as of the date of this announcement, each of Nomura Singapore, BNP, Barclays, UBS and their ultimate beneficial owners is a third party independent from the Company and its connected persons.

LISTING RULES IMPLICATIONS

As the Subscriptions were made with the same counterparty and were of similar nature, the Subscriptions should be aggregated for the purpose of calculating the relevant percentage ratios pursuant to Rule 14.22 of the Listing Rules. As the highest applicable percentage ratios in respect of the Subscriptions on an aggregate basis exceeds 5% but is less than 25%, the Subscriptions constitute discloseable transactions of the Company, and are therefore subject to the reporting and announcement requirements but exempt from shareholders' approval requirement under Chapter 14 of the Listing Rules.

DEFINITIONS

"Barclays" Barclays Bank PLC

"BNP" BNP Paribas Issuance B.V.

"Board" the board of directors of the Company

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“Company”
Strawbear Entertainment Group (稻草熊娱乐集团), an exempted company with limited liability incorporated under the laws of Cayman Islands on January 3, 2018, the Shares of which are listed on the Main Board of the Stock Exchange

“connected person(s)”
has the meaning ascribed thereto under the Listing Rules

“Director(s)”
the director(s) of the Company

“Group”
the Company, its subsidiaries and consolidated affiliated entities from time to time

“Hong Kong”
the Hong Kong Special Administrative Region of the PRC

“Listing Rules”
the Rules Governing the Listing of Securities on the Stock Exchange

“New York Business Day”
a day (excluding a Saturday and Sunday) on which banks and foreign exchange markets are open for business in New York

“Nomura Singapore”
Nomura Singapore Limited

“PRC”
the People’s Republic of China, and for the purpose of this announcement, excluding Hong Kong, Taiwan and the Macau Special Administrative Region of the PRC

“Share(s)”
ordinary share(s) of US$0.000025 each in the share capital of the Company

“Shareholder(s)”
the holder(s) of the Share(s)

“Stock Exchange”
The Stock Exchange of Hong Kong Limited

“Subscription I”
subscription of a USD callable credit linked certificate in the amount of US$2 million issued by BNP from Nomura Singapore

“Subscription II”
subscription of a 36-month minimum redemption fund linked participation note in the amount of US$1.5 million issued by Barclays from Nomura Singapore

“Subscription III”
subscription of a 36-month issuer callable USD capital return note in the amount of US$1.5 million issued by UBS from Nomura Singapore

“Subscriptions”
Subscription I, Subscription II and Subscription III

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"subsidiary(ies)"
has the meaning ascribed thereto under the Listing Rules

"UBS"
UBS AG

"US$"
United States dollars, the lawful currency of the United States of America

"%)
per cent

By order of the Board
Strawbear Entertainment Group
Liu Xiaofeng
Chairman

Nanjing, PRC, July 7, 2025

As of the date of this announcement, the Board comprises Mr. Liu Xiaofeng and Ms. Zhai Fang as executive Directors, Mr. Wang Xiaohui and Ms. Liu Fan as non-executive Directors, and Mr. Zhang Senquan, Mr. Ma Zhongjun and Mr. Chung Chong Sun as independent non-executive Directors.

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