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Strawbear Entertainment Group Proxy Solicitation & Information Statement 2025
50384_rns_2025-04-28_091a62fa-eb91-4e1f-a319-4c53463c9f69.pdf
Proxy Solicitation & Information Statement
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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 a stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.
If you have sold or transferred all your shares in Strawbear Entertainment Group, you should at once hand this circular and the accompanying form of proxy to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.
Hong Kong Exchanges 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.
Strawbear Entertainment Group
稻草熊娱乐集团
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 2125)
PROPOSALS FOR
GRANTING OF GENERAL MANDATES
TO ISSUE SHARES AND TO REPURCHASE SHARES,
RE-ELECTION OF DIRECTORS
AND
NOTICE OF ANNUAL GENERAL MEETING
A notice convening the AGM of Strawbear Entertainment Group to be held at Building A2, SHANG 8 Design and Creative Industry Park, Chaoyang District, Beijing, China on Monday, June 16, 2025 at 2:00 p.m., at which, among other things, the above proposals will be considered, is set out on pages 17 to 21 of this circular.
A form of proxy for use at the AGM is also enclosed. Such form of proxy is also published on the HKEXnews' website (www.hkexnews.hk) and the Company's website (www.strawbearentertainment.com), respectively. Whether or not you intend to attend the AGM, you are requested to complete and return the accompanying form of proxy in accordance with the instructions printed thereon to the Company's branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong as soon as possible and in any event not less than 48 hours before the time of the AGM or any adjournment thereof. Completion and return of the form of proxy shall not preclude you from attending and voting in person at the AGM or any adjournment thereof should you so wish.
April 28, 2025
CONTENTS
Page
Definitions 1
Letter from the Board 5
Appendix I — Explanatory Statement on Repurchase Mandate 9
Appendix II — Details of the Directors proposed to be re-elected at the AGM 13
Notice of Annual General Meeting 17
- i -
DEFINITIONS
In this circular, unless the context otherwise requires, the following expressions have the following meanings:
"Annual General Meeting" or "AGM"
the annual general meeting of the Company to be convened and held at Building A2, SHANG 8 Design and Creative Industry Park, Chaoyang District, Beijing, China on Monday, June 16, 2025 at 2:00 p.m., notice of which is set out on pages 17 to 21 of this circular and any adjournment thereof
"Articles of Association"
the amended and restated memorandum and articles of association of the Company adopted on June 9, 2022 with effect from June 9, 2022 (as amended, supplemented or otherwise modified from time to time)
"Audit Committee"
the audit committee of the Board
"Board"
the board of Directors
"BVI"
the British Virgin Islands
"CCASS"
the Central Clearing and Settlement System established and operated by HKSCC
"China" or the "PRC"
the People's Republic of China, but for the purpose of this circular and for geographical reference only, references herein to "China" and the "PRC" do not apply to Taiwan Province, Hong Kong and the Macau Special Administrative Region of the People's Republic of China
"Companies Act"
the Companies Act, Cap.22 (Law 3 of 1961, as consolidated and revised) of the Cayman Islands, as amended, and supplemented or otherwise modified from time to time
"Company"
Strawbear Entertainment Group, an exempted company incorporated in the Cayman Islands on January 3, 2018 with limited liability whose Shares are listed on the Main Board of the Stock Exchange
"Director(s)"
director(s) of the Company
- 1 -
- 2 -
DEFINITIONS
"Employee Trust Hong Kong"
Vistra Trust (Hong Kong) Limited, an independent third-party professional trust company established in Hong Kong
"Environmental, Social and Governance Committee"
the environmental, social and governance committee of the Board
"Family Trust Singapore"
Vistra Trust (Singapore) Pte. Limited, an independent third-party professional trust company established in Singapore
"Gorgeous Horizon"
GORGEOUS HORIZON LIMITED, a BVI business company incorporated under the laws of the BVI on August 28, 2020 and wholly owned by Success Tale
"Group"
the Company, its subsidiaries and the entities the Company controls through a series of contractual arrangements from time to time
"HK$"
Hong Kong dollars, the lawful currency of Hong Kong
"HKSCC"
Hong Kong Securities Clearing Company Limited
"Hong Kong"
the Hong Kong Special Administrative Region of the PRC
"Issuing Mandate"
a general unconditional mandate proposed to be granted to the Directors at the AGM to allot, issue and deal with Shares (including any sale or transfer of Treasury Shares, if any) of up to 20% of the total number of Shares in issue (excluding Treasury Shares, if any) as at the date of passing of the relevant resolution granting such mandate and adding thereto any Shares representing the aggregate number of Shares repurchased by the Company pursuant to the authority granted under the Repurchase Mandate
"Jiangsu Strawbear"
Jiangsu Strawbear Film Co., Ltd. (江蘇稻草熊影業有限公司), a limited liability company established in the PRC on June 13, 2014 and indirectly controlled by the Company through the contractual arrangements
"Latest Practicable Date"
April 17, 2025, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained herein
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DEFINITIONS
"Leading Glory"
LEADING GLORY INVESTMENTS LIMITED, a BVI business company incorporated under the laws of the BVI on April 1, 2020 and owned as to 99% by Master Genius and 1% by Master Sagittarius
"Listing Date"
the date on which dealings in the Shares on the Stock Exchange commenced, being January 15, 2021
"Listing Rules"
the Rules Governing the Listing of Securities on the Stock Exchange, as amended, supplemented or otherwise modified from time to time
"LXF Family Trust"
the trust established by Mr. Liu Xiaofeng as the settlor and the protector, with Family Trust Singapore as the trustee and Master Sagittarius as the beneficiary
"Master Genius"
MASTER GENIUS GLOBAL LIMITED, a BVI business company incorporated under the laws of the BVI on August 28, 2020 and wholly owned by Family Trust Singapore, the trustee of the LXF Family Trust
"Master Sagittarius"
Master Sagittarius Holding Limited, a BVI business company incorporated under the laws of the BVI on December 18, 2017 and wholly owned by Mr. Liu Xiaofeng, one of the controlling shareholders of the Company
"Prospectus"
the prospectus of the Company published on December 31, 2020
"Remuneration Committee"
the remuneration committee of the Board
"Repurchase Mandate"
a general unconditional mandate proposed to be granted to the Directors at the AGM to repurchase such number of issued and fully paid Shares of up to 10% of the total number of Shares in issue (excluding Treasury Shares, if any) as at the date of passing of the relevant resolution granting such mandate
"SFO"
the Securities and Futures Ordinance (Chapter 571, Laws of Hong Kong), as amended, supplemented or otherwise modified from time to time
"Share(s)"
the ordinary share(s) of US$0.000025 each in the share capital of the Company
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DEFINITIONS
"Shareholder(s)"
the holder(s) of the Shares
"Stock Exchange"
The Stock Exchange of Hong Kong Limited
"Success Tale"
SUCCESS TALE ENTERPRISES LIMITED, a BVI business company incorporated under the laws of the BVI on August 28, 2020 and wholly owned by Employee Trust Hong Kong, the trustee of the Strawbear Employee Trust
"Takeovers Code"
the Code on Takeovers and Mergers, as amended, supplemented or otherwise modified from time to time
"Treasury Share(s)"
has the meaning ascribed to it under the Listing Rules
"Voting Arrangement Agreements"
the agreement and supplemental agreement thereof dated November 1, 2018 entered into by, among others, Mr. Liu Xiaofeng, Ms. Liu Shishi, Ms. Zhai Fang, Ms. Zhao Liying, Ms. Zhang Qiuchen and their respective wholly-owned holding companies (where applicable) regarding certain arrangements for the voting rights in the members of the Group, details of which are set out in "History, Reorganization and Corporate Development – Voting Arrangement and Lock-up Arrangements" in the Prospectus
"%"
per cent
LETTER FROM THE BOARD
Strawbear Entertainment Group
稻草熊娱乐集团
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 2125)
Executive Directors:
Mr. Liu Xiaofeng (Chairman)
Ms. Zhai Fang
Non-executive Directors:
Mr. Wang Xiaohui
Ms. Liu Fan
Independent Non-executive Directors:
Mr. Ma Zhongjun
Mr. Zhang Senquan
Mr. Chung Chong Sun
Registered Office:
Harneys Fiduciary (Cayman) Limited
4th Floor, Harbour Place
103 South Church Street
P.O. Box 10240
Grand Cayman, KY1-1002
Cayman Islands
Principal place of business in
Hong Kong:
40/F, Dah Sing Financial Centre
248 Queen's Road East
Wanchai
Hong Kong
April 28, 2025
To the Shareholders
Dear Sir or Madam,
PROPOSALS FOR
GRANTING OF GENERAL MANDATES
TO ISSUE SHARES AND TO REPURCHASE SHARES,
RE-ELECTION OF DIRECTORS
AND
NOTICE OF ANNUAL GENERAL MEETING
INTRODUCTION
The purpose of this circular is to provide you with the information in respect of the resolutions to be proposed at the AGM to seek approval of the Shareholders in respect of, among other matters, (i) the granting to the Directors of the Issuing Mandate and the Repurchase Mandate; and (ii) the re-election of Directors and to give you notice and seek your approval of the resolutions to these matters in the AGM.
LETTER FROM THE BOARD
GENERAL MANDATE TO ISSUE SHARES
In order to ensure greater flexibility for the Company to issue new Shares, an ordinary resolution numbered 4 will be proposed at the AGM to grant to the Directors a general mandate to exercise the powers of the Company to allot, issue or otherwise deal with new Shares (including any sale or transfer of Treasury Shares) in the share capital of the Company of up to 20% of the total number of Shares in issue (excluding Treasury Shares, if any) as at the date of the passing of the resolution in relation to such general mandate. As at the Latest Practicable Date, the Company had 706,041,400 Shares in issue. Subject to the passing of the ordinary resolution numbered 4 and on the basis that there is no change to the number of issued shares before the AGM, the Company will be allowed to issue a maximum of 141,208,280 Shares. In addition, subject to a separate approval of the ordinary resolution numbered 6, the number of Shares bought back by the Company under ordinary resolution numbered 5 will also be added to the 20% general mandate as mentioned in the ordinary resolution numbered 4. The Directors wish to state that they have no immediate plans to issue any new Shares pursuant to such general mandate.
GENERAL MANDATE TO REPURCHASE SHARES
In addition, an ordinary resolution numbered 5 will be proposed at the AGM to approve the general mandate to the Directors to exercise the powers of the Company to repurchase Shares, representing up to 10% of the total number of Shares in issue (excluding Treasury Shares, if any) as at the date of the passing of the resolution in relation to such general mandate. As at the Latest Practicable Date, the Company had 706,041,400 Shares in issue. Subject to the passing of the ordinary resolution for repurchase of Shares and on the basis that there is no change to the number of issued shares before the AGM, the Company will be allowed under the Repurchase Mandate to repurchase a maximum of 70,604,140 Shares.
EXPLANATORY STATEMENT
An explanatory statement containing all relevant information relating to the proposed Repurchase Mandate is set out in Appendix I to this circular. The explanatory statement is to provide you with information reasonably necessary to enable you to make an informed decision on whether to vote for or against the resolution to grant to the Directors the Repurchase Mandate at the AGM.
RE-ELECTION OF DIRECTORS
In accordance with Article 109(a) of the Articles of Association, at each annual general meeting one-third of the Directors for the time being, or, if their number is not three or a multiple of three, then the number nearest to but not less than one-third, shall retire from office by rotation, provided that every Director shall be subject to retirement by rotation at least once every three years. A retiring Director shall be eligible for re-election. Henceforth, Mr. Liu Xiaofeng, Mr. Ma Zhongjun and Mr. Chung Chong Sun shall retire from office by rotation and, being eligible, offer themselves for re-election at the AGM.
Details of the above-mentioned Directors proposed to be re-elected at the AGM are set out in Appendix II to this circular.
LETTER FROM THE BOARD
At the AGM, the re-election of each of the retiring Directors will be voted by a separate ordinary resolution as set out in the notice of the AGM.
CLOSURE OF REGISTER OF MEMBERS
For the purpose of determining the identity of the Shareholders entitled to attend and vote at the AGM, the register of members of the Company will be closed from Wednesday, June 11, 2025 to Monday, June 16, 2025, both days inclusive. During such period, no transfer of Shares of the Company will be registered. The record date for determining the eligibility to attend and vote at the AGM will be Monday, June 16, 2025. In order to be eligible for attending the AGM, all completed transfer forms accompanied by the relevant share 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 Tuesday, June 10, 2025.
ANNUAL GENERAL MEETING
Set out on pages 17 to 21 of this circular is a notice convening the AGM to consider and, if appropriate, to approve, among others, the ordinary resolutions relating to the proposals for the granting of the Issuing Mandate and the Repurchase Mandate and the re-election of Directors.
A form of proxy for use at the AGM is enclosed herewith. Such form of proxy is also published on the HKEXnews' website (www.hkexnews.hk) and the Company's website (www.strawbearentertainment.com), respectively. Whether or not you intend to attend the AGM, you are requested to complete the form of proxy and return it to the Company's branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong as soon as possible and in any event not less than 48 hours before the time of the AGM or any adjournment thereof. Completion and return of the form of proxy shall not preclude you from attending and voting in person at the AGM or any adjournment thereof should you so wish.
VOTES TAKEN BY POLL
Pursuant to Rule 13.39(4) of the Listing Rules, any vote of Shareholders at a general meeting must be taken by poll except where the chairman of the general meeting, in good faith, decides to allow a resolution which relates purely to procedural or administrative matter to be voted by a show of hands. Accordingly, each of the resolutions put to vote at the AGM will be taken by way of poll.
On a poll, every Shareholder present in person or by proxy or in the case of a Shareholder being a corporation, by its duly authorised representative, shall have one vote for every fully paid Share of which he/she/it is the holder. A Shareholder entitled to more than one vote needs not use all his/her/its votes or cast all the votes he/she/it uses in the same way.
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LETTER FROM THE BOARD
RESPONSIBILITY STATEMENT
This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the 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 Board considers that the ordinary resolutions in relation to the granting of the Issuing Mandate and the Repurchase Mandate and the re-election of Directors are in the best interests of the Company and its Shareholders as a whole. Accordingly, the Board recommends the Shareholders to vote in favour of such resolutions at the AGM.
Yours faithfully,
By order of the Board
Strawbear Entertainment Group
Mr. LIU Xiaofeng
Chairman
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APPENDIX I EXPLANATORY STATEMENT ON REPURCHASE MANDATE
This appendix serves as an explanatory statement, as required by the Listing Rules, to provide the Shareholders with all the information reasonably necessary to enable them to make an informed decision on whether to vote for or against the ordinary resolution to approve the Repurchase Mandate.
1. LISTING RULES RELATING TO THE REPURCHASE OF SHARES
The Listing Rules permit companies whose primary listing is on the Stock Exchange to repurchase their shares on the Stock Exchange and any other stock exchange on which the securities of the company are listed and such exchange is recognized by the Securities and Futures Commission of Hong Kong and the Stock Exchange subject to certain restrictions. Among such restrictions, the Listing Rules provide that the shares of such company must be fully paid up and all repurchase of shares by such company must be approved in advance by an ordinary resolution of Shareholders, either by way of a general repurchase mandate or by specific approval of a particular transaction.
2. SHARE CAPITAL
As at the Latest Practicable Date, the issued share capital of the Company comprised 706,041,400 Shares. Subject to the passing of the ordinary resolution for repurchase of Shares and on the basis of that there is no change to the number of issued shares up to the AGM, the Company would be allowed under the Repurchase Mandate to repurchase a maximum of 70,604,140 Shares, representing 10% of the existing issued Shares as at the Latest Practicable Date, during the period ending on the earliest of (i) the conclusion of the next annual general meeting of the Company; or (ii) the expiration of the period within which the next annual general meeting of the Company is required to be held by any applicable laws or the Articles of Association; or (iii) the date on which such authority is varied or revoked by an ordinary resolution of the Shareholders at a general meeting.
3. REASONS FOR REPURCHASES
The Directors believe that the Repurchase Mandate is in the best interests of the Company and its Shareholders as a whole. Such repurchases may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net assets per Share of the Company and/or its earnings per Share and will only be made when the Directors believe that such a repurchase will benefit the Company and the Shareholders.
The Company may cancel such repurchased Shares or hold them as Treasury Shares, subject to market conditions and the Group's capital management needs at the relevant time of the repurchases.
For any Treasury Shares deposited with CCASS pending resale on the Stock Exchange, the Company shall (i) procure its broker not to give any instructions to HKSCC to vote at general meetings of the Company for the Treasury Shares deposited with CCASS; and (ii) in the case of dividends or distributions, withdraw the Treasury Shares from CCASS, and either re-register them in its own name as Treasury Shares or cancel them, in each case before the record date for the dividends or distributions, or take any other measures to ensure that it will not exercise any Shareholders' rights or receive any entitlements which would otherwise be suspended under the applicable laws if those Shares were registered in its own name as Treasury Shares.
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APPENDIX I
EXPLANATORY STATEMENT ON REPURCHASE MANDATE
4. FUNDING OF REPURCHASE OF SHARES
Any repurchase of securities of the Company would be funded entirely from the cash flow or working capital facilities available to the Company, and will, in any event be made out of funds legally available for the purpose in accordance with the Articles of Association and the applicable laws of the Cayman Islands and the Listing Rules. Such funds include, but are not limited to, profits available for distribution. Purchases may only be effected out of the profits of the Company or out of the proceeds of a fresh issue of Shares made for the purpose, or, if so authorized by its Articles of Association and subject to the provisions of the Companies Act, out of capital. Any premium payable on a purchase over the par value of the Shares to be purchased must be provided for out of profits of the Company or out of the Company's share premium account, or, if so authorized by the Articles of Association and subject to the provisions of the Companies Act, out of capital.
5. GENERAL
There might be a material adverse impact on the working capital or gearing position as compared with the position disclosed in the audited financial statements of the Company for the year ended December 31, 2024 in the event that the Repurchase Mandate was to be carried out in full at any time during the proposed repurchase period.
However, the Directors do not propose to exercise the Repurchase Mandate to such extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or the gearing levels which in the opinion of the Directors are from time to time appropriate for the Company.
None of the Directors nor, to the best of their knowledge having made all reasonable enquiries, their close associates (as defined in the Listing Rules), have any present intention to sell any Shares to the Company under the Repurchase Mandate if the same is approved by the Shareholders.
The Directors will, so far as the same may be applicable, exercise the powers of the Company to repurchase pursuant to the Repurchase Mandate in accordance with the Listing Rules, the Articles of Association and the applicable laws of Cayman Islands.
No core connected person (as defined in the Listing Rules) of the Company has notified the Company that he/she/it has a present intention to sell Shares to the Company, or has undertaken not to do so, in the event that the Repurchase Mandate is approved by the Shareholders.
Neither the explanatory statement in this Appendix I nor the proposed Repurchase Mandate has any unusual features.
APPENDIX I
EXPLANATORY STATEMENT ON REPURCHASE MANDATE
6. SHARE PRICES
The highest and lowest prices at which the Shares have traded on the Stock Exchange in each of the previous twelve months immediately prior to the Latest Practicable Date were as follows:
| Shares Highest HK$ | Lowest HK$ | |
|---|---|---|
| 2024 | ||
| April | 0.450 | 0.360 |
| May | 0.570 | 0.415 |
| June | 0.475 | 0.425 |
| July | 0.600 | 0.435 |
| August | 0.550 | 0.440 |
| September | 0.620 | 0.450 |
| October | 0.820 | 0.550 |
| November | 0.640 | 0.530 |
| December | 0.620 | 0.495 |
| 2025 | ||
| January | 0.560 | 0.485 |
| February | 0.660 | 0.530 |
| March | 0.660 | 0.500 |
| April (up to the Latest Practicable Date) | 0.540 | 0.400 |
7. THE TAKEOVERS CODE AND MINIMUM PUBLIC HOLDING
If on exercise of the powers of repurchase pursuant to the Repurchase Mandate, a Shareholder's proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purposes of Rule 32 of the Takeovers Code. As a result, a Shareholder or a group of Shareholders acting in concert, could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code.
As at the Latest Practicable Date, Mr. Liu Xiaofeng ("Mr. Liu") held (1) 290,480,000 Shares through Leading Glory which is owned as to (i) 99% by Master Genius, the holding vehicle used by Family Trust Singapore, the trustee of the LXF Family Trust which is a discretionary trust established by Mr. Liu as the settlor and protector and Mr. Liu's wholly-owned holding company Master Sagittarius as the beneficiary; and (ii) 1% by Master Sagittarius which is wholly owned by Mr. Liu; and (2) 11,294,400 Shares through Gorgeous Horizon, which is wholly owned by Success Tale and in turn wholly owned by Employee Trust Hong Kong, the trustee of the Strawbear Employee Trust. The Strawbear Employee Trust is a discretionary trust established by Mr. Liu as the settlor and protector and Mr. Liu's wholly-owned holding company Master Sagittarius as the beneficiary. Accordingly, Mr. Liu is deemed to be interested in all the shares held by Gorgeous Horizon.
APPENDIX I EXPLANATORY STATEMENT ON REPURCHASE MANDATE
Pursuant to the Voting Arrangement Agreements, Mr. Liu, Master Sagittarius and Leading Glory are able to exercise voting rights of 109,520,000 Shares entrusted from the other signing parties and are therefore deemed to be interested in the shareholding interest in the Company held by the other signing parties by virtue of the SFO.
Accordingly, Mr. Liu is deemed to hold an aggregate of 411,294,400 Shares, representing approximately 58.25% of the shareholding of the Company.
In the event that the Directors exercised the Repurchase Mandate in full, the aforementioned shareholding of Mr. Liu in aggregate will be increased to approximately 64.73% of the total number of Shares in issue (excluding Treasury Shares, if any). To the best knowledge and belief of the Directors, such increase would not give rise to an obligation to make a mandatory offer in accordance with Rule 26 of the Takeovers Code. The Directors have no present intention to exercise the Repurchase Mandate to such an extent that, under the circumstances, there would be insufficient public float as prescribed under the Listing Rules.
- SHARE PURCHASE MADE BY THE COMPANY
The Company has not purchased any of the Shares (whether on the Stock Exchange or otherwise) during the six months prior to the Latest Practicable Date.
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APPENDIX II DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED AT THE AGM
The following sets out the details of the Directors who will retire from office by rotation and, being eligible, will offer themselves for re-election at the AGM pursuant to Articles 109(a) and 113 of the Articles of Association.
Save as disclosed herein and as at the Latest Practicable Date, none of the following Directors has any interests in the Shares within the meaning of Part XV of the SFO.
Save as disclosed herein and as at the Latest Practicable Date, none of the following Directors holds any directorships in other listed public companies in Hong Kong or overseas in the last three years.
Save as disclosed herein and as at the Latest Practicable Date, none of the following Directors holds any other positions within the Group.
Save as disclosed herein and as at the Latest Practicable Date, none of the following Directors has any relationship with any other Directors, senior management, substantial or controlling Shareholders.
Save as disclosed herein, there is no other matter that needs to be brought to the attention of the Shareholders and there is no information relating to the following Directors which is required to be disclosed pursuant to any of the requirements of Rule 13.51(2)(h) to (v) of the Listing Rules.
(1) Mr. Liu Xiaofeng, executive Director
Mr. Liu Xiaofeng (劉小楓), aged 47, is an executive Director, the Chairman, the chairman of the Environmental, Social and Governance Committee, a member of each of the Remuneration Committee and the Nomination Committee, and the chief executive officer of the Company. Mr. Liu joined the Group in June 2014 and is primarily responsible for the overall corporate and business strategies and overseeing the management and operation of the Group.
With approximately 20 years of experience in media industry, Mr. Liu has gained an in-depth understanding of production and distribution of TV series and acquired rich management experience by managing the Group and developing its business. Mr. Liu founded the Group in June 2014 and has been the chief executive officer of the Group since then. Prior to the foundation of the Group, Mr. Liu worked in a number of well recognised media companies focusing on production and distribution of TV series. Mr. Liu served as the director of Phoenix Legend Films Co., Ltd. (鳳凰傳奇影業有限公司), a leading multimedia company focusing on investment, production and distribution of films and TV series, from October 2010 to June 2014. Prior to that, Mr. Liu served as the general manager of Nanjing Legend Image Co., Ltd. (南京傳奇影業有限公司). From 2003 to 2006, Mr. Liu worked as the deputy general manager of Jiangsu Langtaosha Pictures Co., Ltd. (江蘇省浪淘沙影業有限公司). Mr. Liu started his career as a reporter in July 2000 and subsequently served as a director of variety shows at Jiangsu Television (江蘇電視台) until July 2003.
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APPENDIX II DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED AT THE AGM
Mr. Liu has profound influence in the drama series industry, evidenced by more than 30 drama series with over 1,600 episodes he has produced and distributed, some of which won the annual viewership rating champions of various TV channels, such as Legend Of Zu Mountain («蜀山戰紀之劍俠傳奇») and Second Time Is A Charm («第二次也很美»). He is also the first to initiate the "Online first, TV next (先網後台)" broadcasting model which introduced a new broadcasting arrangement among distribution channels. Attributable to his deep understanding and accurate prediction of the future trends of the drama series industry in the PRC, Mr. Liu is a first-mover in cooperation with online video platforms, thereby having seized the opportunities brought by the rise of such platforms. He is also the first to adopt the platform business model to integrate premium industry resources to ensure the Group's rapid and sustainable growth. Mr. Liu is a member of China Television Artists Association (中國電視藝術家協會), a member of Netcasting Exchange Service Committee of China National Film and Television Art Development Promotion Association (中國民族影視藝術發展促進會網絡視聽交流服務委員會), a council member of Jiangsu Provincial Television Artists Association (江蘇省電視藝術家協會) and the vice president of Film and Television Artists Association of Nanjing City (南京市電影電視藝術家協會). Mr. Liu is recognised and cultivated as one of the Leading Talents (領軍人才) of Year 2020 in Field of National Radio, Television and Network Audio-visual Industry (全國廣播電視和網絡視聽行業) and was awarded the "Top 10 Drama Producers in a Decade (十年十傳劇集人)" of the CEIS 2024 Golder Pufferfish Awards (CEIS 2024金河豚獎). Mr. Liu was recognized as the "Inclusion China" Person of the Year for industry contribution (「融合中國」年度貢獻力人物) in the 2024 All-Media Information Industry Innovation Conference and "Inclusion China" Promotion Ceremony for Outstanding Radio, Film and Television Projects held in Ningbo on April 14, 2024, and received the "Dramatist of the Year (年度劇集人)" award in the CEIS 2025 China Entertainment Industry Annual Conference and Golden Pufferfish Honors Selection Event (CEIS 2025中國娛樂產業年會暨金河豚榮譽推選活動) held in Beijing on January 9, 2025. Mr. Liu graduated from Nanjing University (南京大學) in June 1997 and obtained his bachelor's degree in market information management.
The Company has entered into a service contract with Mr. Liu for a term of three years commenced from June 9, 2023, subject to retirement by rotation and re-election in accordance with the Articles of Association and the Listing Rules, until terminated in accordance with the terms and conditions of the service contract. Pursuant to the service contract, Mr. Liu is entitled to a monthly remuneration of RMB80,000.
As at the Latest Practicable Date, Mr. Liu is interested in 411,294,400 Shares and 26,353,600 underlying Shares of the Company.
(2) Mr. Ma Zhongjun, independent non-executive Director
Mr. Ma Zhongjun (馬中駿), aged 67, is an independent non-executive Director, the chairman of Remuneration Committee and the chairman of Nomination Committee. Mr. Ma joined the Group in December 2020 and is primarily responsible for providing independent opinion and judgement to the Board.
APPENDIX II DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED AT THE AGM
Mr. Ma is a first-degree state screenwriter and celebrated producer and has extensive experience in the film and television industry. Mr. Ma joined Ciwen Media Co., Ltd. (慈文傳媒股份有限公司) (stock code: 002343.SZ) in 2000 and has served in various portions, including the chairman of the board and general manager from September 2015 to May 2019 and the chief content officer since May 2019.
Mr. Ma’s expertise in film and television industry is highly recognised nationwide, evidenced by numerous honors and awards he received, including, among others, the China Creative Industry Leader Award (中國創意產業領軍人物獎) by the sixth Annual Award of China’s Creative Industry (第六屆中國創意產業年度大獎) in 2011, the Network Audio Visual Annual Content Innovation Figure Award (網絡視聽年度內容創新人物獎) by the fifth China Network Audio Visual Conference (第五屆中國網絡視聽大會) in 2017 and the “Top 10 TV Series Producers of the 12th TV Production Industry Award (第十二屆電視製片業十佳電視劇出品人)” by China Federation of Radio and Television Associations (中國廣播電影電視社會組織聯合會) in 2019. Mr. Ma is the vice chairman of Film and Television Production Committee of China Radio and Television Association (中國廣播電視協會電視製片委員會). He once studied at the advanced screenplay class jointly held by Shanghai Theatre Academy (上海戲劇學院) and Shanghai Labor Union (上海總工會).
The Company has entered into a letter of appointment with Mr. Ma for a term of three years commenced from June 9, 2023, subject to retirement by rotation and re-election in accordance with the Articles of Association and the Listing Rules, until terminated in accordance with the terms and conditions of the letter of appointment. Pursuant to the letter of appointment, Mr. Ma is entitled to a monthly remuneration of RMB20,000.
(3) Mr. Chung Chong Sun, independent non-executive Director
Mr. Chung Chong Sun (鍾創新), aged 49, is an independent non-executive Director and a member of each of the Audit Committee, the Remuneration Committee and the Nomination Committee. Mr. Chung joined the Group in December 2020 and is primarily responsible for providing independent opinion and judgement to the Board.
Mr. Chung has over 20 years of professional experience in financing and capital operations. He is the founder of Resourceful Minds Limited (灘路有限公司), a consulting company, and has been its director since its incorporation in September 2018, where he has been primarily responsible for the daily operations and providing strategic advice. From September 2018 to July 2019, he served as the chief financial officer of Xiaoi Robot Technology (H.K.) Limited. From December 2005 to September 2018, Mr. Chung worked at Hong Kong Exchanges and Clearing Limited with his last position being the senior vice president of its issuer services department, primarily responsible for establishing the ecosystem for the listing of mainland enterprises in Hong Kong, including, among others, mainland client relationship management and mainland marketing. From August 2003 to December 2005, Mr. Chung worked at mainland investment promotion unit in InvestHK of the government of Hong Kong with his last position being the manager of such unit, primarily responsible for introducing Hong Kong to overseas and Mainland entrepreneurs. From August 2001 to August 2003, Mr. Chung worked at Cooperative Rabobank U.A. Hong Kong Branch, a Dutch multinational bank with global operations,
APPENDIX II DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED AT THE AGM
with his last position being the associate director of its merger and acquisition department. From May 2000 to July 2001, Mr. Chung worked as a senior executive in Deloitte & Touche Corporate Finance Limited (德勤企業財務顧問有限公司), where he was primarily responsible for execution of mergers and acquisitions projects and providing financial advice. From July 1997 to May 2000, Mr. Chung worked at Standard Chartered Bank (Hong Kong) Limited (渣打銀行(香港)有限公司) with his last position being the associate of its investment banking department.
Mr. Chung is currently an independent non-executive director of Zhong An Intelligent Living Service Limited (眾安智慧生活服務有限公司) (stock code: 2271.HK) and Radiance Holdings (Group) Company Limited (金輝控股(集團)有限公司) (stock code: 9993.HK).
Mr. Chung obtained a bachelor's degree in business administration from the Chinese University of Hong Kong in May 1997. He is also a member of the American Institute of Certified Public Accountants and a CFA of the CFA Institute.
The Company has entered into a letter of appointment with Mr. Chung for a term of three years commenced from June 9, 2023, subject to retirement by rotation and re-election in accordance with the Articles of Association and the Listing Rules, until terminated in accordance with the terms and conditions of the letter of appointment. Pursuant to the letter of appointment, Mr. Chung is entitled to a monthly remuneration of RMB20,000.
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NOTICE OF ANNUAL GENERAL MEETING
Strawbear Entertainment Group
稻草熊娱乐集团
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 2125)
NOTICE OF THE ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN THAT the annual general meeting (the "AGM") of Strawbear Entertainment Group (the "Company") will be held at Building A2, SHANG 8 Design and Creative Industry Park, Chaoyang District, Beijing, China on Monday, June 16, 2025 at 2:00 p.m. to consider and, if thought fit, transact the following businesses:
ORDINARY RESOLUTIONS
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To approve the audited consolidated financial statements of the Company and the reports of the directors of the Company (the "Directors") and auditor of the Company for the year ended December 31, 2024.
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(i) To re-elect Mr. Liu Xiaofeng as an executive Director.
(ii) To re-elect Mr. Ma Zhongjun as an independent non-executive Director.
(iii) To re-elect Mr. Chung Chong Sun as an independent non-executive Director.
(iv) To authorize the board (the "Board") of Directors to fix the remuneration of the Directors.
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To re-appoint Ernst & Young as auditor of the Company and to authorize the Board to fix its remuneration.
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NOTICE OF ANNUAL GENERAL MEETING
- To consider and, if thought fit, pass the following resolutions as ordinary resolutions with or without amendments:
"THAT:
(a) subject to the following provisions of this resolution, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue and deal with additional shares of US$0.000025 each in the share capital of the Company (the "Shares") (including any sale or transfer of Treasury Shares (as defined under the Rules Governing the Listing of Securities on the Stock Exchange of Hong Kong Limited (the "Listing Rules")), if any), and to make or grant offers, agreements and options (including warrants, bonds and debentures convertible into Shares) which would or might require the exercise of such powers, subject to and in accordance with all applicable laws, be and is hereby generally and unconditionally approved;
(b) the approval in paragraph (a) of this resolution shall authorize the Directors during the Relevant Period to make or grant offers, agreements and options (including warrants, bonds and debentures convertible into Shares) which would or might require the exercise of such powers after the end of the Relevant Period;
(c) the aggregate number of Shares allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) and issued (and Treasury Shares, if any, sold or transferred or agreed conditionally or unconditionally to be sold or transferred) by the Directors pursuant to the approval in paragraph (a) of this resolution, otherwise than pursuant to (i) a Rights Issue (as hereinafter defined); (ii) the exercise of the conversion rights attaching to any convertible securities issued by the Company; (iii) the exercise of warrants to subscribe for Shares; (iv) the exercise of options granted under any share option scheme or similar arrangement for the time being adopted by the Company; or (v) an issue of Shares in lieu of the whole or part of a dividend on Shares in accordance with the articles of association of the Company; shall not exceed 20% of the total number of Shares in issue (excluding Treasury Shares, if any) as at the date of the passing of this resolution, and the said approval shall be limited accordingly; and
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NOTICE OF ANNUAL GENERAL MEETING
(d) for the purpose of this resolution, "Relevant Period" means the period from the passing of this resolution until whichever is the earliest of:
(i) the conclusion of the next annual general meeting of the Company; or
(ii) the expiration of the period within which the next annual general meeting of the Company is required to be held under any applicable laws or the Articles of Association of the Company; or
(iii) the date on which such mandate is varied or revoked by an ordinary resolution of the shareholders of the Company at a general meeting.
"Rights Issue" means an offer of Shares open for a period fixed by the Directors to the holders of Shares or any class of Shares whose names appear on the registers of members of the Company on a fixed record date in proportion to their then holdings of such Shares as at that date (subject to such exclusions 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 recognized regulatory body or any stock exchange in, any territory applicable to the Company).
- "THAT:
(a) subject to paragraph (b) of this resolution, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to repurchase the Shares on The Stock Exchange of Hong Kong Limited (the "Stock Exchange") or any other stock exchange on which Shares may be listed and recognized by the Securities and Futures Commission of Hong Kong and the Stock Exchange for this purpose, subject to and in accordance with all applicable laws and the requirements of the Listing Rules or those of any other recognized stock exchange as amended from time to time, be and is hereby generally and unconditionally approved;
(b) the aggregate number of Shares to be repurchased by the Company pursuant to the approval in paragraph (a) of this resolution shall not exceed 10% of the total number of Shares in issue (excluding Treasury Shares, if any) as at the date of the passing of this resolution, and the said approval shall be limited accordingly; and
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NOTICE OF ANNUAL GENERAL MEETING
(c) for the purpose of this resolution, “Relevant Period” means the period from the passing of this resolution until whichever is the earliest of:
(i) the conclusion of the next annual general meeting of the Company; or
(ii) the expiration of the period within which the next annual general meeting of the Company is required to be held under any applicable laws or the articles of association of the Company; or
(iii) the date on which such mandate is varied or revoked by an ordinary resolution of the shareholders of the Company at a general meeting.”
- “THAT conditional upon resolutions numbered 4 and 5 above being passed, the unconditional general mandate granted to the Directors to allot, issue and deal with additional Shares (including any sale or transfer of Treasury Shares) and to make or grant offers, agreements, and options which might require the exercise of such powers pursuant to resolution numbered 4 above be and is hereby extended by the additional thereto of an amount representing the aggregate number of Shares repurchased by the Company under the authority granted pursuant to resolution numbered 5 above, provided that such amount shall not exceed 10% of the total number of Shares in issue (excluding Treasury Shares, if any) as at the date of passing the resolution.”
Yours faithfully,
By order of the Board
Strawbear Entertainment Group
Mr. LIU Xiaofeng
Chairman
Nanjing, China, April 28, 2025
Notes:
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For the purpose of determining the identity of the shareholders of the Company entitled to attend and vote at the AGM, the register of members of the Company will be closed from Wednesday, June 11, 2025 to Monday, June 16, 2025, both dates inclusive, during which period no transfer of Shares will be registered. The record date for determining the eligibility to attend and vote at the AGM will be Monday, June 16, 2025. 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 Tuesday, June 10, 2025.
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A member of the Company entitled to attend and vote at the AGM 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.
NOTICE OF ANNUAL GENERAL MEETING
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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 of the Company in respect of such Share shall alone be entitled to vote in respect thereof.
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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 before the time fixed for holding of the AGM or any adjournment thereof. The completion and return of the form of proxy shall not preclude shareholders of the Company from attending and voting in person at the AGM (or any adjourned meeting thereof) if they so wish.
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With respect to resolution numbered 2 of this notice, Mr. Liu Xiaofeng, Mr. Ma Zhongjun and Mr. Chung Chong Sun shall retire from office of directorship and shall offer themselves for re-election in accordance with the articles of association of the Company. Details of their information which are required to be disclosed under the Listing Rules are set out in Appendix II to the circular of the Company dated April 28, 2025.
As at the date of this notice, the board of directors of the Company 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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