Strawbear Entertainment Group — Proxy Solicitation & Information Statement 2024

Dec 2, 2024

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

Strawbear Entertainment Group

荀草熊娱乐集团

(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 2125)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT the 2024 first extraordinary general meeting (the "EGM") of Strawbear Entertainment Group (the "Company") will be held at Building A2, SHANG 8 Design and Creative Industry Park, Chaoyang District, Beijing, China on Tuesday, December 24, 2024 at 11 a.m. for the purposes of considering and if thought fit, passing the following resolution (with or without modification) as ordinary resolution of the Company. Unless otherwise specified, capitalized terms used in this notice and the following resolution shall have the same meanings as those defined in the circular of the Company dated December 3, 2024 (the "Circular").

ORDINARY RESOLUTION

1. To consider and if thought fit, pass the following resolution (with or without modification) as ordinary resolution of the Company:

"That:

(a) the 2025 Copyright Licensing Framework Agreement and the transactions contemplated thereunder, details of which are more particularly described in the circular of the Company dated December 3, 2024 (the "Circular"), be and is hereby approved, ratified and confirmed;

(b) the proposed annual cap for the continuing connected transactions contemplated under the 2025 Copyright Licensing Framework Agreement for the year ending December 31, 2025 as set out in the Circular be and is hereby approved, ratified and confirmed; and

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(c) any one or more of the Directors is hereby authorized to do all such acts and things and execute all such documents which he/they consider necessary, desirable or expedient for the purpose of, or in connection with, the implementation of and giving effect to the transactions contemplated under the 2025 Copyright Licensing Framework Agreement (including the Proposed Annual Cap).

Yours faithfully,

By order of the Board

Strawbear Entertainment Group

Mr. Liu Xiaofeng

Chairman

Nanjing, PRC, December 3, 2024

Notes:

(1) For the purpose of determining the identity of the shareholders entitled to attend and vote at the EGM, the register of members of the Company will be closed from Thursday, December 19, 2024 to Tuesday, December 24, 2024, both dates inclusive, during which period no transfer of shares will be effected. The record date for determining the eligibility to attend and vote at the EGM will be Tuesday, December 24, 2024. All transfers accompanied by the relevant certificates must be lodged with the Company's branch share registrar in Hong Kong, Tricor Investor Services Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong for registration not later than 4:30 p.m. on Wednesday, December 18, 2024.

(2) A member of the Company entitled to attend and vote at the EGM is entitled to appoint one or, if he/she/it is the holder of two or more shares, more proxies to attend and vote instead of him/her/it. A proxy need not be a member of the Company.

(3) Where there are joint registered holders of any Share, any one of such persons may vote at any meeting, either personally 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 be present at any meeting personally or by proxy, that one of the said persons so present whose name stands first on the register of members in respect of such Share shall alone be entitled to vote in respect thereof.

(4) In order to be valid, the form of proxy must be in writing under the hand of the appointor or of his attorney duly authorized in writing, or if the appointor is a corporation, either under seal, or under the hand of an officer or attorney or other person duly authorized, and must be deposited with the Hong Kong branch share registrar and transfer office of the Company, Tricor Investor Services Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong (together with the power of attorney or other authority, if any, under which it is signed or a certified copy thereof) not less than 48 hours (i.e. 11 a.m. on Sunday, December 22, 2024) before the time fixed for holding of the EGM. The completion and return of the form of proxy shall not preclude shareholders of the Company from attending and voting in person at the EGM (or any adjourned meeting thereof) if they so wish.

As at the date of this notice, 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. Ma Zhongjun, Mr. Zhang Senquan and Mr. Chung Chong Sun as independent non-executive Directors.