THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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

If you have sold or transferred all your shares in Stream Ideas Group Limited, you should at once hand this circular together with the accompanying form of proxy to the purchaser or the transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or the 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 however arising from or in reliance upon the whole or any part of the contents of this circular.

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

Stream Ideas Group Limited

源想集團有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 8401)

(I) PROPOSED RIGHTS ISSUE ON THE BASIS OF TWO (2) RIGHTS SHARES FOR EVERY ONE (1) SHARE HELD ON THE RECORD DATE; AND

(II) NOTICE OF EXTRAORDINARY GENERAL MEETING

Financial Adviser

Placing Agent

Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders

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

A letter from the Board is set out on pages 7 to 32 of this circular. The recommendation of the Independent Board Committee to the Independent Shareholders is set out on page IBC-1 of this circular. A letter of advice from the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders is set out on pages IFA-1 to IFA-34 of this circular.

A notice convening the EGM to be held at Room B, The LU+, 3/F, Lu Plaza, No. 2 Wing Yip Street, Kwun Tong, Hong Kong on Monday, 17 March 2025 at 11:00 a.m. or any adjournment thereof is set out on pages EGM-1 to EGM-3 of this circular. A form of proxy for use at the EGM is enclosed with this circular. Whether or not you are able to attend and vote at the EGM in person, you are requested to complete and sign the accompanying form of proxy in accordance with the instructions printed thereon and return the same to the Registrar, Tricor Investor Services Limited, at 17/F., Far East Finance Centre, 16 Harcourt Road, Hong Kong, as soon as possible and in any event no less than 48 hours before the time appointed for holding the EGM (i.e. Saturday, 15 March 2025 at 11:00 a.m.) or any adjournment thereof. Completion and return of the form of proxy shall not preclude you from attending and voting in person at the EGM or any adjournment thereof should you so wish and, in such event, the instrument appointing the proxy shall be deemed to be revoked.

The Rights Issue will proceed on a non-underwritten basis irrespective of the level of acceptance of the provisionally allotted Rights Shares and is subject to the fulfilment of conditions set out in the section headed "Letter from the Board — Conditions of the Rights Issue" in this circular. Accordingly, the Rights Issue may or may not proceed. Shareholders and potential investors should exercise extreme caution when dealing in the Shares, and if they are in any doubt about their position, they should consult their professional advisers. In the event that the Rights Issue is not fully subscribed, the Rights Shares not taken up by the Qualifying Shareholders will be placed to independent Places under the Compensatory Arrangements. The Placing Shares which are not placed under the Compensatory Arrangements will not be issued by the Company and the size of the Rights Issue will be reduced accordingly. There is no minimum amount to be raised under the Rights Issue.

25 February 2025

CHARACTERISTICS OF GEM

GEM has been positioned as a market designed to accommodate small and mid-sized 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.

Given that the companies listed on GEM are generally small and mid-sized companies, 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.

CONTENTS

Pages

CHARACTERISTICS OF GEM i

CONTENTS ii

EXPECTED TIMETABLE iii

DEFINITIONS 1

LETTER FROM THE BOARD 7

LETTER FROM THE INDEPENDENT BOARD COMMITTEE IBC-1

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER IFA-1

APPENDIX I — FINANCIAL INFORMATION OF THE GROUP I-1

APPENDIX II — UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE GROUP II-1

APPENDIX III — GENERAL INFORMATION OF THE GROUP III-1

NOTICE OF EXTRAORDINARY GENERAL MEETING EGM-1

ii -

EXPECTED TIMETABLE

Set out below is the expected timetable for the Rights Issue, which is subject to the results of the EGM and has been prepared on the assumption that all the conditions to the Placing Agreement, will be fulfilled or otherwise waived, and is therefore for indicative purpose only. Any change to the expected timetable will be announced in a separate announcement by the Company as and when appropriate. All times and dates in this circular refer to the Hong Kong local times and dates:

Event	Timeline
Latest time for lodging transfer documents of the Shares to qualify for attendance and voting at the EGM	4:30 p.m. on Monday, 10 March 2025
Closure of register of members of the Company to determine the entitlements of the Shareholders to attend and vote at the EGM	Tuesday, 11 March 2025 to Monday, 17 March 2025 (both days inclusive)
Latest time for lodging proxy forms for the EGM	11:00 a.m. on Saturday, 15 March 2025
Record date for attending and voting at the EGM	Monday, 17 March 2025
Expected time and date of the EGM	11:00 a.m. on Monday, 17 March 2025
Announcement of poll results of the EGM	Monday, 17 March 2025

The following events are conditional on the fulfilment of the conditions for the implementation of the Rights Issue and therefore the dates are tentative:

Register of members of the Company re-opens ... Tuesday, 18 March 2025
Last day of dealings in Shares on a cum-rights basis of the Rights Issue ... Tuesday, 18 March 2025
First day of dealings in Shares on an ex-rights basis of the Rights Issue ... Wednesday, 19 March 2025
Latest time for lodging transfer documents of Shares to qualify for the Rights Issue ... 4:30 p.m. on Thursday, 20 March 2025
Closure of register of members of the Company to determine the entitlements to the Rights Issue ... Friday, 21 March 2025 to Thursday, 27 March 2025 (both days inclusive)
Record Date for determining entitlements to the Rights Issue ... Thursday, 27 March 2025
Re-opening of the register of members of the Company ... Friday, 28 March 2025
Expected despatch date of the Prospectus Documents (including the Prospectus and the PAL(s); and in the case of the Non-Qualifying Shareholders, the Prospectus only) ... Friday, 28 March 2025
iii -

EXPECTED TIMETABLE

Event	Timeline
First day of dealings in nil-paid Rights Shares	Tuesday, 1 April 2025
Latest time for splitting of the PAL(s)	4:30 p.m. on
Thursday, 3 April 2025
Last day of dealings in nil-paid Rights Shares	Wednesday, 9 April 2025
Latest time to lodge transfer documents of nil-paid Rights Shares
in order to qualify for the payment of Net Gain	4:00 p.m. on
Monday, 14 April 2025
Latest time for acceptance of, and payment for, the Rights Shares
and application for and payment for the Rights Shares	4:00 p.m. on
Monday, 14 April 2025
Announcement of the number of the Unsubscribed Rights Shares
and the NQS Unsold Rights Shares subject to
the Compensatory Arrangements	Wednesday, 16 April 2025
Commencement of the placing of the Unsubscribed Rights Shares
and the NQS Unsold Rights Shares by the Placing Agent	Thursday, 17 April 2025
Latest Placing Time/Latest Placing Date for the placing of
the Unsubscribed Rights Shares and the NQS Unsold
Rights Shares by the Placing Agent	4:00 p.m. on
Wednesday, 30 April 2025
Placing Long Stop Date/Latest time for the Rights Issue and
placing of the Unsubscribed Rights Shares and NQS Unsold
Rights Shares to become unconditional	4:00 p.m. on
Friday, 2 May 2025
Rights Issue settlement and Placing completion date	Friday, 2 May 2025
Announcement of the results of Rights Issue (including the results of
the placing of the Unsubscribed Rights Shares and the NQS Unsold
Rights Shares by the Placing Agent and the amount of the Net Gain per
the Unsubscribed Rights Share and the NQS Unsold Rights Share
under the Compensatory Arrangements)	Tuesday, 6 May 2025
Despatch of share certificates for fully-paid Rights Shares	Wednesday, 7 May 2025
Refund cheques, if any, to be despatched (if the Rights Issue
is terminated)	Wednesday, 7 May 2025
Expected commencement of dealings in fully-paid Rights Shares	9:00 a.m. on
Thursday, 8 May 2025
Payment of the Net Gain (if any) to the relevant No Action
Shareholders (if any)	Thursday, 22 May 2025

iv -

EXPECTED TIMETABLE

Dates or deadlines specified in the expected timetable above or in other parts of this circular are indicative only and may be extended or varied by the Company. Any change to the expected timetable will be published or notified to the Shareholders and the Stock Exchange as and when appropriate in accordance with the GEM Listing Rules.

EFFECT OF BAD WEATHER OR EXTREME CONDITIONS ON THE LATEST TIME FOR ACCEPTANCE OF AND PAYMENT FOR THE RIGHTS SHARES

The latest time for acceptance of and payment for Rights Shares will not take place at the time indicated above if there is a tropical cyclone warning signal number 8 or above, a "black" rainstorm warning or "extreme conditions" caused by super typhoons as announced by the Government of Hong Kong:

(i) in force in Hong Kong at any local time before 12:00 noon and no longer in force after 12:00 noon on Monday, 14 April 2025. Instead, the latest time for acceptance of and payment for the Rights Shares will be extended to 5:00 p.m. on the same Business Day; or

(ii) in force in Hong Kong at any local time between 12:00 noon and 4:00 p.m. on Monday, 14 April 2025. Instead, the latest time for acceptance of and payment for the Rights Shares will be rescheduled to 4:00 p.m. on the following Business Day which does not have either of those warnings in force at any time between 9:00 a.m. and 4:00 p.m.

If the latest time for acceptance of and payment for the Rights Shares does not take place on Monday, 14 April 2025, the dates mentioned in the section headed "EXPECTED TIMETABLE" above may be affected. The Company will notify the Shareholders by way of announcement(s) of any change to the expected timetable as soon as practicable.

DEFINITIONS

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

"acting in concert"
has the same meaning ascribed to it under the Takeovers Code

"AFRC"
the Accounting and Financial Reporting Council of Hong Kong

"Announcement"
the announcement issued by the Company dated 7 February 2025 in relation to, among other things, the Rights Issue

"associate(s)"
has the same meaning ascribed to it under the GEM Listing Rules

"Board"
the board of directors of the Company

"Business Day(s)"
means a day (other than a Saturday and a day on which "extreme conditions" is announced by the Government of Hong Kong or a tropical cyclone warning no. 8 or above or a "black rainstorm warning signal" is hoisted in Hong Kong at any time between 9:00 a.m. and 12:00 noon and is not lowered at or before 12:00 noon or on which a "black" rainstorm warning signal is hoisted or remains in effect between 9:00 a.m. and 12:00 noon and is not discontinued at or before 12:00 noon) on which licensed banks in Hong Kong are open for business throughout their normal business hours

"CCASS"
the Central Clearing and Settlement System established and operated by HKSCC

"Company"
Stream Ideas Group Limited, a company incorporated in the Cayman Islands with limited liability, the shares of which are listed on GEM (stock code: 8401)

"Compensatory Arrangements"
the compensatory arrangements pursuant to Rule 10.31(1)(b) of the GEM Listing Rules as described in the section headed "Procedures in respect of Unsubscribed Rights Shares and the NQS Unsold Rights Shares and the Compensatory Arrangements" in this circular

DEFINITIONS

"controlling shareholder(s)"
has the same meaning ascribed to it under the GEM Listing Rules

"Director"
the director(s) of the Company

"EGM"
the extraordinary general meeting of the Company to be convened to consider and, if thought fit, approve, among other things, the proposed Rights Issue

"GEM"
GEM operated by the Stock Exchange

"GEM Listing Committee"
has the same meaning ascribed to it under the GEM Listing Rules

"GEM Listing Rules"
the Rules Governing the Listing of Securities on GEM

"Group"
the Company and its subsidiaries

"HK$"
Hong Kong dollar(s), 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

"Independent Board Committee"
an independent board committee of the Company comprising all the independent non-executive Directors, which has been established under the GEM Listing Rules to advise the Independent Shareholders in respect of the Rights Issue and the transactions contemplated thereunder

"Independent Financial Adviser"
Grande Capital Limited, a licensed corporation to carry out Type 1 (dealing in securities) and Type 6 (advising on corporate finance) regulated activities under the SFO, being the independent financial adviser appointed by the Independent Board Committee to advise the Independent Board Committee and the Independent Shareholders in respect of the terms of the Rights Issue and the transactions contemplated thereunder, and as to voting

"Independent Shareholder(s)"
any Shareholder(s) who are not required to abstain from voting at the EGM under the GEM Listing Rules

DEFINITIONS

"Independent Third Party(ies)"
any persons or company and their respective ultimate beneficial owner(s) which, to the best of the Directors' knowledge, information and belief having made all reasonable enquires, are third parties independent of and not connected with the Company and its connected persons (or any of their respective associate)

"Last Trading Day"
7 February 2025, being the last trading day of the Shares on the Stock Exchange before the release of the Announcement

"Latest Placing Date"
Wednesday, 30 April 2025 or such other date as the Company and the Placing Agent may agree in writing, being the latest date for the Placing Agent to place the Placing Shares

"Latest Placing Time"
4:00 p.m. on the Latest Placing Date

"Latest Practicable Date"
21 February 2025, being the latest practicable date prior to the printing of this circular for ascertaining certain information herein

"Latest Time for Acceptance"
4:00 p.m. on Monday, 14 April 2025 or such later time or date as may be determined by the Company, being the latest time for acceptance of, and payment for, the Rights Shares as described in the Prospectus Documents

"Net Gain"
the aggregate of any premiums (being the aggregate amount paid by the places after deducting the aggregate amount of the Subscription Price for the Unsubscribed Rights Shares and the NQS Unsold Rights Shares placed by the Placing Agent under the Placing Agreement) under the Compensatory Arrangements

"No Action Shareholder(s)"
Qualifying Shareholder(s) who do not subscribe for the Rights Shares (whether partially or fully) under the PALs or their renounces who hold any nil-paid rights at the time such nil-paid rights are lapsed, and/or the Non-Qualifying Shareholders (if any)

DEFINITIONS

"Non-Qualifying Shareholder(s)"
the Overseas Shareholder(s) whom the Board considers necessary or expedient to exclude from the Rights Issue on account either of the legal restrictions under the laws of the relevant place or the requirements of the relevant regulatory body or stock exchange in that place

"NQS Unsold Rights Share(s)"
the Rights Share(s) which would otherwise has/have been provisionally allotted to the Non-Qualifying Shareholders (if any) in nil-paid form that has/ have not been sold by the Company

"Overseas Shareholder(s)"
Shareholder(s) whose name(s) appear(s) on the register of members of the Company at the close of business on the Record Date and whose registered address(es) as shown on such register at that time is (are) in (a) place(s) outside Hong Kong

"PAL(s)"
the provisional allotment letter(s) proposed to be issued to the Qualifying Shareholders in connection with the Rights Issue

"Placee(s)"
any individuals, corporate, institutional investor(s) or other investor(s), who and whose ultimate beneficial owner(s) shall not be the Shareholder(s) and shall be the Independent Third Party(ies), procured by the Placing Agent and/or its sub-placing agent(s), to subscribe for any of the Unsubscribed Rights Shares and the NQS Unsold Rights Shares pursuant to the Placing Agreement

"Placing"
the offer by way of private placing of the Unsubscribed Rights Shares and the NQS Unsold Rights Shares on a best effort basis by the Placing Agent and/or its sub-placing agent(s), to the independent placee(s) who and whose ultimate beneficial owners shall not be the Shareholder(s) and shall be the Independent Third Party(ies), during the Placing Period on the terms and subject to the conditions set out in the Placing Agreement

DEFINITIONS

"Placing Agent"
Grand China Securities Limited, a corporation licensed to carry on type 1 (dealing in securities), type 2 (dealing in futures contracts); type 4 (advising on securities) and type 9 (asset management) regulated activities under the SFO, being the placing agent appointed by the Company to place any Unsubscribed Rights Shares and the NQS Unsold Rights Shares under the Compensatory Arrangements

"Placing Agreement"
the placing agreement dated 7 February 2025 and entered into between the Company and the Placing Agent in relation to the placing of Unsubscribed Rights Shares and the NQS Unsold Rights Shares

"Placing Long Stop Date"
Friday, 2 May 2025 (being the next Business Day after the Latest Placing Date) or such later date as the Company and the Placing Agent may agree in writing

"Placing Period"
a period commencing from the first Business Day after the date of announcement of the number of Unsubscribed Rights Shares and the NQS Unsold Rights Shares, which is expected to be Thursday, 17 April 2025, and ending at the Wednesday, 30 April 2025 or such later date as the Company and the Placing Agent may agree in writing

"Placing Shares"
all the Unsubscribed Rights Shares and the NQS Unsold Rights Shares

"PRC"
the People's Republic of China

"Prospectus"
the prospectus to be despatched to the Shareholders containing details of the Rights Issue

"Prospectus Documents"
collectively, the Prospectus and the PAL

"Prospectus Posting Date"
Friday, 28 March 2025 or such other date as may be agreed by the Company, being the date of despatch of the Prospectus Documents to the Qualifying Shareholders and the Prospectus for information only to the Non-Qualifying Shareholders

"Qualifying Shareholder(s)"
Shareholder(s), other than the Non-Qualifying Shareholders, whose name(s) appear(s) on the register of members of the Company on the Record Date

DEFINITIONS

"Record Date"
Thursday, 27 March 2025 or such other date as may be determined by the Company, being the date by reference to which the Shareholders' entitlements to the Rights Issue are to be determined

"Registrar"
Tricor Investor Services Limited, the Hong Kong branch share registrar and transfer office of the Company

"Rights Issue"
the proposed issue of the Rights Shares on the basis of two (2) Rights Shares for every one (1) Share held on the Record Date at the Subscription Price pursuant to the Prospectus Documents

"Rights Share(s)"
up to 479,999,992 new Shares proposed to be allotted and issued by the Company to the Qualifying Shareholders for subscription pursuant to the Rights Issue, assuming no change in the number of Shares in issue on or before the Record Date

"SFC"
Securities and Futures Commission of Hong Kong

"SFO"
the Securities and Futures Ordinance (Cap 571 of the laws of Hong Kong)

"Share(s)"
ordinary share(s) in the share capital of the Company

"Shareholder(s)"
holder(s) of issued Share(s)

"Stock Exchange"
The Stock Exchange of Hong Kong Limited

"Subscription Price"
HK$0.0850 per Rights Share

"substantial shareholder"
has the meaning ascribed to it under the GEM Listing Rules

"Takeovers Code"
the Hong Kong Code on Takeovers and Mergers

"Unsubscribed Rights Shares"
the Rights Shares that are not subscribed by the Qualifying Shareholders

"%"
per cent.

LETTER FROM THE BOARD

Stream Ideas Group Limited

源想集團有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 8401)

Executive Directors:
Ms. Cheung Lee
Mr. Lee Wing Leung Garlos
Mr. Leung Wai Lun
Ms. Choi Sin Yi
Ms. Cai Ying

Independent Non-executive Directors:
Mr. Kwan Chi Hong
Mr. Fenn David
Mr. Ho Ho Tung Armen

Registered office:
Maples Corporate Services Limited
PO Box 309
Ugland House
Grand Cayman
KY1-1104
Cayman Islands

Principal place of business
in Hong Kong:
Unit 402A, 4/F
Benson Tower
74 Hung To Road
Kwun Tong
Hong Kong

25 February 2025

To the Shareholders

Dear Sir or Madam,

(I) PROPOSED RIGHTS ISSUE ON THE BASIS OF
TWO (2) RIGHTS SHARES FOR EVERY ONE (1) SHARE
HELD ON THE RECORD DATE;
AND
(II) NOTICE OF EXTRAORDINARY GENERAL MEETING

INTRODUCTION

The purpose of this circular is to provide you with, among other things, (i) further details of the Rights Issue and the Placing; (ii) a letter of recommendation from the Independent Board Committee to the Independent Shareholders in respect of the Rights Issue; (iii) a letter of advice from the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders on the Rights Issue; (iv) other information required under the GEM Listing Rules; and (v) a notice convening the EGM.

PROPOSED RIGHTS ISSUE

The Company proposes to raise gross proceeds of up to approximately HK$40.8 million by way of the issue of up to 479,999,992 Rights Shares at the Subscription Price of HK$0.0850 per Rights Share on the basis of two (2) Rights Shares for every one (1) Share held at the close of business on the Record Date. The Rights Issue is only available to the Qualifying Shareholders and will not be extended to the Non-Qualifying Shareholders.

LETTER FROM THE BOARD

Rights Issue Statistics

Basis of the Rights Issue : Two (2) Rights Shares for every one (1) Share held by the Shareholders at the close of business on the Record Date

Subscription Price : HK$0.0850 per Rights Share

Net subscription price per Rights Share (i.e. Subscription Price less Rights Issue expenses) : Approximately HK$0.0802 per Rights Share

Number of Shares in issue as at the Latest Practicable Date : 239,999,996 Shares

Number of Rights Shares to be issued under the Rights Issue : Up to 479,999,992 Rights Shares (assuming there is no change to the total number Shares in issue on or before the Record Date)

Total number of Shares in issue as enlarged by the allotment and issue of the Rights Shares : Up to 719,999,988 Shares (assuming there is no change to the total number of Shares in issue on or before the Record Date and all Rights Shares are taken up by the Qualifying Shareholders)

Maximum amount to be raised before expenses (assuming the Rights Issue is fully subscribed) : Up to approximately HK$40.8 million before expenses (assuming there is no change to the total number of Shares in issue on or before the Record Date and all Rights Shares are taken up by the Qualifying Shareholders)

Aggregate nominal value of the Rights Shares : HK$4.8 million (assuming there is no change to the total number of Shares in issue on or before the Record Date and all Rights Shares are taken up by the Qualifying Shareholders)

As at the Latest Practicable Date, the Company has no outstanding convertible bonds, options, derivatives, warrants, conversion rights or other similar rights entitling holders thereof to subscribe for or convert into or exchange into Shares. As at the Latest Practicable Date, the Company has no treasury shares. The Company has no intention to issue or grant any Shares, convertible securities, warrants and/or options on or before the Record Date.

Assuming there is no change in the total number of Shares in issue on or before the Record Date and that no new Shares (other than the Rights Shares) will be allotted and issued on or before completion of the Rights Issue, the 479,999,992 Rights Shares to be issued pursuant to the terms of the proposed Rights Issue represents (i) 200.0% of the issued share capital of the Company; and (ii) 66.7% of the issued share capital of the Company as enlarged by the allotment and issue of the Rights Shares.

LETTER FROM THE BOARD

Non-underwritten basis

Subject to the fulfilment of the conditions of the Rights Issue, the Rights Issue will proceed on a non-underwritten basis irrespective of the level of acceptances of the provisionally allotted Rights Shares. In the event the Rights Issue is not fully subscribed, any Rights Shares not taken up by the Qualifying Shareholders will be placed to independent Places under the Compensatory Arrangements. Any Unsubscribed Rights Shares or NQS Unsold Rights Shares which are not placed under the Compensatory Arrangements will not be issued by the Company and the size of the Rights Issue will be reduced accordingly. There is no minimum amount to be raised under the Rights Issue. There are no applicable statutory requirements regarding minimum subscription levels in respect of the Rights Issue.

As the Rights Issue will proceed on a non-underwritten basis, the Shareholders who apply to take up all or part of his/her/its entitlement under the PAL(s) may unwittingly incur an obligation to make a general offer for the Shares under the Takeovers Code or cause the public float of the Company to decrease to below 25%. Accordingly, the Rights Issue will be made on terms that the Company will provide for the Shareholders to apply on the basis that if the Rights Shares are not fully taken up, the application of any Shareholder (except for HKSCC Nominees Limited) for his/her/its assured entitlement under the Rights Issue will be scaled down to a level which (a) does not trigger an obligation on the part of the relevant Shareholder to make a general offer under the Takeovers Code in accordance to the note to Rule 10.26(2) of the GEM Listing Rules; and (b) does not cause the Company's public float to decrease to below 25%. Any subscription monies not utilised due to the scaled-down application of entitled Rights Shares will be refunded to the affected applicants.

Undertakings

As at the Latest Practicable Date, the Company has not received any information or irrevocable undertaking from any Shareholder, including the substantial shareholder of the Company, of their intention as to whether such Shareholder will take up his/her entitlements under the Rights Issue (or otherwise).

Subscription Price

The Subscription Price of HK$0.0850 per Rights Share is payable in full by a Qualifying Shareholder upon acceptance of the relevant provisional allotment of the Rights Shares under the Rights Issue, and, where applicable, when a transferee of the nil-paid Rights Shares applies for the Rights Shares.

The Subscription Price represents:

(i) a discount of approximately 15.00% to the closing price of HK$0.1000 per Share as quoted on the Stock Exchange on the Last Trading Day;

(ii) a discount of approximately 16.50% to the average closing price per Share as quoted on the Stock Exchange for the last five consecutive trading days up to and including the Last Trading Day of approximately HK$0.1018 per Share;

LETTER FROM THE BOARD

(iii) a discount of approximately 16.50% to the average closing price per Share as quoted on the Stock Exchange for the last 10 consecutive trading days up to and including the Last Trading Day of approximately HK$0.1018 per Share;

(iv) a discount of approximately 5.56% to the theoretical ex-rights price of approximately HK$0.0900 per Share based on the closing price of HK$0.1000 per Share as quoted on the Stock Exchange on the Last Trading Day and number of Shares in issue as at the Latest Practicable Date;

(vi) a theoretical dilution effect (as defined under Rule 10.44A of the GEM Listing Rules) of approximately 11.58%, represented by the theoretical diluted price of approximately HK$0.0909 per Share to the benchmarked price (as defined under 10.44A of the GEM Listing Rules, taking into account the closing price on the Last Trading Day of HK$0.1000 per Share and the average of the closing prices of the Shares as quoted on the Stock Exchange for the past five consecutive trading days prior to the Last Trading Date of approximately HK$0.1028 per Share) of approximately HK$0.1028 per Share.

The net price per Rights Share (i.e. Subscription Price less cost and expenses expected to be incurred in the Rights Issue) upon full acceptance of the provisional allotment of Rights Shares will be approximately HK$0.0802.

The Subscription Price was determined by the Company with reference to, among others, (i) the recent market price of the Shares under the prevailing market conditions; (ii) the prevailing market conditions of the capital market in Hong Kong; (iii) the financial position of the Group; and (iv) the amount of funds the Company intended to be raised under the Rights Issue as disclosed in the section headed "REASONS FOR THE RIGHTS ISSUE AND THE USE OF PROCEEDS" below in this circular.

The Directors consider that the discount of the Subscription Price would encourage Shareholders to participate in the Rights Issue and accordingly maintain their shareholdings in the Company and participate in the future growth and development of the Group. After taking into consideration the reasons for the Rights Issue as disclosed in the section headed "REASONS FOR THE RIGHTS ISSUE AND THE USE OF PROCEEDS" below, the Directors consider the terms of the Rights Issue, including the Subscription Price, to be fair and reasonable and in the interests of the Company and the Shareholders as a whole.

10 -

LETTER FROM THE BOARD

Conditions of the Rights Issue

The Rights Issue is conditional on each of the following conditions being fulfilled:

(i) the passing by the Shareholders or Independent Shareholders (as the case may be) at the EGM of the necessary resolution(s) to approve the Rights Issue, the Placing Agreement and the transactions contemplated thereunder (including but not limited to the allotment and issue of the Rights Shares) by no later than the Prospectus Posting Date;

(ii) the GEM Listing Committee granting the listing of, and permission to deal in, the Rights Shares in both their nil-paid and fully-paid forms and such listing and permission to deal not having been withdrawn or revoked;

(iii) the delivery to the Stock Exchange for authorisation and the filing and registration with the Companies Registry in Hong Kong respectively one duly certified copy of each of the Prospectus Documents duly signed by two Directors (or by their agents duly authorised in writing) as having been approved by resolution of the Directors (and all other documents required to be attached thereto) and otherwise in compliance with the GEM Listing Rules and the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Chapter 32 of the Laws of Hong Kong) not later than the Prospectus Posting Date;

(iv) the following registration, the posting of the Prospectus Documents to the Qualifying Shareholders (and, where applicable, the posting of the Prospectus to the Non-Qualifying Shareholder(s), if any, for information purpose only) and the publication of the Prospectus Documents on the website of the Stock Exchange on or before the Prospectus Posting Date;

(v) the Company having complied with the requirements under all applicable laws and regulations; and

(vi) the Placing Agreement not being terminated pursuant to the terms thereof and remain in full force and effect.

None of the above conditions can be waived. None of the above conditions has been fulfilled as at the Latest Practicable Date. The Company shall use all reasonable endeavours to procure the fulfilment of all the above conditions by the respective dates specified above. If any of the conditions above are not fulfilled by the Placing Long Stop Date, the Rights Issue will not proceed.

As the proposed Rights Issue is subject to the fulfilment of the above conditions, it may or may not proceed.

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Status of the Rights Shares

The Rights Shares, when allotted, issued and fully paid, shall rank pari passu in all respects with the Shares then in issue, including the right to receive all future dividends and distributions which may be declared, made or paid on or after the date of allotment of the Rights Shares in their fully-paid form.

Qualifying Shareholders and Non-Qualifying Shareholders

To qualify for the Rights Issue, a Shareholder must be registered as a member of the Company on the Record Date and is not a Non-Qualifying Shareholder.

In order to be registered as members of the Company on the Record Date, all transfers of Shares (together with the relevant share certificates and instruments of transfer) must be lodged with the Registrar, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong by not later than 4:30 p.m. on Thursday, 20 March 2025. The register of members of the Company will be closed from Friday, 21 March 2025 to Thursday, 27 March 2025 (both days inclusive) for determining the entitlements to the Rights Issue. No transfer of Shares will be registered during this period.

Beneficial owners whose Shares are held by nominee companies (or held in CCASS) should note that the Board will regard a nominee company (including HKSCC Nominees Limited) as a single Shareholder according to the register of members of the Company. Beneficial owners with their Shares held by nominee companies (or held in CCASS) are advised to consider whether they would like to arrange for registration of the relevant Shares in the name of the beneficial owner(s) prior to the Record Date. Shareholders and investors should consult their professional advisers if they are in doubt as to their status and action to be taken.

Subject to the approval of the Rights Issue by the Independent Shareholders at the EGM and the registration of the Prospectus Documents in accordance with the applicable laws and regulations, the Prospectus Documents containing further information regarding, among other things, the Rights Issue, including information on acceptances of the Rights Shares and other information of the Group, will be made available and/or despatched (as the case may be) to the Qualifying Shareholders on Friday, 28 March 2025. Copies of the Prospectus Documents will also be made available on the websites of the Company (www.stream-ideas.com) and the Stock Exchange (www.hkexnews.hk). The Prospectus only (excluding the PAL) will be made available and/or despatched (as the case may be) to the Non-Qualifying Shareholders for their information purpose only to the extent permitted under the relevant laws and regulations and reasonably practicable. The Company will despatch the PAL in printed form to the Qualifying Shareholders but will not despatch the PAL to the Non-Qualifying Shareholders.

Qualifying Shareholders who take up their pro-rata entitlement in full will not suffer any dilution to their interests in the Company.

Qualifying Shareholders who do not take up the Rights Shares to which they are entitled and Non-Qualifying Shareholders should note that their shareholdings in the Company will be diluted.

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Basis of provisional allotment

The Rights Shares will be allotted on the basis of two (2) Rights Shares for every one (1) Share held by the Qualifying Shareholders as at the close of business on the Record Date.

The PAL relating to the Rights Shares will be enclosed with the Prospectus entitling the Qualifying Shareholders to whom it is addressed to subscribe for the Rights Shares as shown therein. Acceptance for all or any part of a Qualifying Shareholder’s provisional allotment should be made only by completing a PAL and lodging the same with a remittance for the Rights Shares being accepted with the Registrar by the Latest Time for Acceptance.

Application for all or any part of a Qualifying Shareholder’s provisional allotment should be made by lodging a duly completed PAL and a cheque or a banker’s cashier order for the sum payable for the Rights Shares being applied for with the Registrar on or before the Latest Time for Acceptance.

Procedures in respect of Unsubscribed Rights Shares and the NQS Unsold Rights Shares and the Compensatory Arrangements

The Company will make arrangements described in Rule 10.31(1)(b) of the GEM Listing Rule to dispose of the Unsubscribed Rights Shares and the NQS Unsold Rights Shares by offering the Unsubscribed Rights Shares and the NQS Unsold Rights Shares to independent Places for the benefit of Shareholders to whom they were offered by way of the Rights Issue. There will be no excess application arrangements in relation to the Rights Issue as stipulated under Rule 10.31(1)(a) of the GEM Listing Rules.

The Company therefore appointed the Placing Agent to place the Unsubscribed Rights Shares and the NQS Unsold Rights Shares after the Latest Time for Acceptance of the Rights Shares to be allotted and issued under the Rights Issue to independent Places on a best effort basis. Any premium over the Subscription Price for those Rights Shares that is realised will be paid to the No Action Shareholders and Non-Qualifying Shareholders on a pro-rata basis. The Placing Agent will, on a best effort basis, procure, by not later than 4:00 p.m., on Wednesday, 30 April 2025, acquirers for all (or as many as possible) of those Unsubscribed Rights Shares and the NQS Unsold Rights Shares if a premium over the Subscription Price and the expenses of procuring such acquirers (including any related commissions and any other related expenses/fees) can be obtained. Any Unsubscribed Rights Shares and the NQS Unsold Rights Shares remain not placed after completion of the Placing will not be issued by the Company and the size of the Rights Issue will be reduced accordingly.

Net Gain (if any) will be paid (without interest) on a pro-rata basis (on the basis of all Unsubscribed Rights Shares and NQS Unsold Rights Shares) to the No Action Shareholders and the Non-Qualifying Shareholders (but rounded down to the nearest cent) as set out below:

(i) the relevant Qualifying Shareholders (or such persons who hold any nil-paid rights at the time such nil-paid rights are lapsed) whose nil-paid rights are not validly applied for in full, by reference to the extent that Shares in his/her/its nil-paid rights are not validly applied for; and

(ii) the relevant Non-Qualifying Shareholders with reference to their shareholdings in the Company on the Record Date.

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It is proposed that Net Gain to any of the No Action Shareholder(s) mentioned above which is in an amount of HK$100 or more will be paid to them in Hong Kong Dollars only and the Company will retain individual amounts of less than HK$100 for its own benefit. Shareholders are reminded that Net Gain may or may not be realised, and accordingly the No Action Shareholders may or may not receive any Net Gain.

Rights of the Overseas Shareholder(s) (if any)

The Prospectus Documents to be issued in connection with the Rights Issue will not be registered or filed under the securities law of any jurisdiction other than Hong Kong. Overseas Shareholders may not be eligible to take part in the Rights Issue as explained below.

The Board will comply with Rule 17.41(1) of the GEM Listing Rules and make necessary enquiries regarding the feasibility of extending the Rights Issue to the Overseas Shareholders (if any) under the laws of the relevant overseas jurisdictions and the requirements of the relevant regulatory bodies or stock exchanges. If, based on legal advice, the Board is of the opinion that it would be necessary or expedient not to offer the Rights Shares to any Overseas Shareholders on account either of the legal restrictions under the laws of relevant place(s) or the requirements of the relevant overseas regulatory body or stock exchange, no provisional allotment of the nil-paid Rights Shares or allotment of fully paid Rights Shares will be made to such Overseas Shareholders. In such circumstances, the Rights Issue will not be extended to the Non-Qualifying Shareholders. The basis for excluding the Non-Qualifying Shareholders, if any, from the Rights Issue will be set out in the Prospectus to be issued. The Company will send the Prospectus to the Non-Qualifying Shareholders for their information only, but will not send the PAL to them.

The Non-Qualifying Shareholders (which are excluded from the Rights Issue) will not have any entitlement under the Rights Issue. However, arrangements will be made for the Rights Shares, which would otherwise have been provisionally allotted to the Non-Qualifying Shareholders, to be sold in their nil-paid form as soon as practicable after dealings in the nil-paid Rights Shares commence, if a premium (net of expenses) can be obtained. The proceeds of such sale, less expenses, will be paid pro-rata (but rounded down to the nearest cent) to the Non-Qualifying Shareholders in Hong Kong dollars, except that the Company will retain individual amounts of less than HK$100 for its own benefit.

Any NQS Unsold Rights Shares, which would otherwise have been provisionally allotted to the Non-Qualifying Shareholders in nil-paid form, will be placed by the Placing Agent at a price not less than the Subscription Price under the Placing Agreement together with the Unsubscribed Rights Shares. Any Unsubscribed Rights Shares and the NQS Unsold Rights Shares remain not placed under the Compensatory Arrangements will not be issued by the Company and the size of the Rights Issue will be reduced accordingly.

As at the Latest Practicable Date, based on the register of members of the Company, there is no Overseas Shareholders.

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LETTER FROM THE BOARD

Overseas Shareholders should note that they may or may not be entitled to the Rights Issue, subject to the results of enquiries made by the Directors pursuant to Rule 17.41(1) of the GEM Listing Rules. The Company reserves the right to treat as invalid any acceptance of Rights Shares where it believes that such acceptance or application would violate the applicable securities or other laws or regulations of any territory or jurisdiction. Accordingly, Overseas Shareholders and beneficial owners of the Shares who are residing outside Hong Kong should exercise caution when dealing in the Shares.

Share certificates of the Rights Shares and refund cheques for the Rights Issue

Subject to fulfilment of the conditions of the Rights Issue, (i) share certificates for the fully-paid Rights Shares; and (ii) refund cheques in respect of wholly or partially unsuccessful applications for Rights Shares are expected to be sent on or before Wednesday, 7 May 2025 to those entitled thereto by ordinary post, at their own risk, to their registered addresses. Each allottee will receive one share certificate for all allotted Rights Shares.

Fractional entitlements to the Rights Shares

On the basis of provisional allotment of two (2) Rights Shares for every one (1) Share held by the Qualifying Shareholders on the Record Date, no fractional entitlements to the Rights Shares will arise under the Rights Issue.

Taxation

Qualifying Shareholders are recommended to consult their professional advisers if they are in doubt as to the taxation implications of subscribing for the Rights Shares, or about purchasing, holding or disposals of, or dealings in or exercising any rights in relation to the Shares or the Rights Shares, and similarly, the Non-Qualifying Shareholders (if any) as regards their receipt of the net proceeds of sale of the Rights Shares otherwise falling to be issued to them under the Rights Issue under the laws of jurisdictions in which they are liable to taxation. It is emphasised that none of the Company, the Directors nor any other parties involved in the Rights Issue accepts responsibility for any tax effects on, or liabilities of, any person resulting from subscribing for, purchasing, holding, disposal of, dealings in or exercising any rights in relation to the Shares or the Rights Shares.

Application for listing

The Company will apply to the GEM Listing Committee of the Stock Exchange for the listing of, and the permission to deal in, the Rights Shares (in both nil-paid and fully-paid forms) to be issued and allotted pursuant to the Rights Issue. No part of the securities of the Company is listed or dealt in, and no listing of or permission to deal in any such securities is being or is proposed to be sought, on any other stock exchanges.

Dealing in the Rights Shares in both their nil-paid and fully-paid forms will be in the board lots of 2,000 Rights Shares.

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LETTER FROM THE BOARD

Rights Shares will be eligible for admission into CCASS

Subject to the granting of the listing of, and the permission to deal in, the Rights Shares (in both their nil-paid and fully-paid forms) on the Stock Exchange as well as compliance with the stock admission requirements of HKSCC, the Rights Shares (in both their nil-paid and fully-paid forms) will be accepted as eligible securities by HKSCC for deposit, clearance and settlement in CCASS with effect from the respective commencement dates of dealings in the Rights Shares (in both their nil-paid and fully-paid forms) on the Stock Exchange, or such other dates 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 HKSCC and HKSCC Operational Procedures in effect from time to time.

Shareholders should seek advice from their licensed securities dealer(s) or other professional adviser(s) for details of those settlement arrangements and how such arrangements will affect their rights and interests if they are in any doubt.

Stamp duty and other applicable fees and charges

Dealings in the Rights Shares (in both nil-paid and fully-paid forms) will be subject to payment of stamp duty, Stock Exchange trading fee, SFC transaction levy, AFRC transaction levy and any other applicable fees and charges in Hong Kong.

THE PLACING ARRANGEMENT

On 7 February 2025 (after trading hours), the Company and the Placing Agent entered into the Placing Agreement, pursuant to which the Placing Agent has conditionally agreed as agent of the Company (either by itself or through its sub-placing agents) to procure independent Places, on a best effort basis, to subscribe for the Unsubscribed Rights Shares and the NQS Unsold Rights Shares as part of the Compensatory Arrangements. Details of the Placing Arrangement are as follows:

Date: 7 February 2025 (after trading hours)

Issuer: the Company

Placing Agent: Grand China Securities Limited, a corporation licensed to carry on type 1 (dealing in securities), type 2 (dealing in futures contracts), type 4 (advising on securities) and type 9 (asset management) regulated activities under the SFO, is appointed as the Placing Agent to procure, on a best efforts basis, independent Places to subscribe for Unsubscribed Rights Shares and the NQS Unsold Rights Shares.

To the best of the Directors' knowledge, information and belief having made all reasonable enquiries, the Placing Agent and its ultimate beneficial owner(s) are Independent Third Parties.

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Placing Period:
The period from Thursday, 17 April 2025 up to 4:00 p.m. on Wednesday, 30 April 2025, or such other dates as the Company may announce, being the period during which the Placing Agent will seek to effect the Placing.

Placing fee:
Subject to the completion of the Placing, the Company shall pay to the Placing Agent a placing commission in Hong Kong Dollars of 3.0% of the amount which is equal to the placing price multiplied by the number of Unsubscribed Rights Shares and NQS Unsold Rights Shares successfully placed by the Placing Agent and/or its sub-placing agent(s) pursuant to the terms of the Placing Agreement.

No fees shall be paid by the Company if the Placing is not completed.

Placing price:
The placing price of each of the Unsubscribed Rights Shares and/or the NQS Unsold Rights Shares (as the case may be) shall be not less than the Subscription Price.

The determination of the final price is dependent on the demand and market conditions for the Unsubscribed Rights Shares and/or the NQS Unsold Rights Shares during the process of Placing.

Placees:
The Unsubscribed Rights Shares and the NQS Unsold Rights Shares are expected to be placed to the Placee(s) who and whose ultimate beneficial owner(s) shall be the Independent Third Party(ies).

For the avoidance of doubt, no Placee shall become a substantial shareholder of the Company.

Ranking:
Unsubscribed Rights Shares and the NQS Unsold Rights Shares (when placed, allotted, issued and fully paid) shall rank pari passu in all respects among themselves and with the Shares then in issue.

Condition Precedent:
The obligations of the Placing Agent and the Company under the Placing Agreement are conditional upon, among other things, the following conditions being fulfilled (or being waived by the Placing Agent in writing, if applicable):

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(ii) the GEM Listing Committee having granted the approval for the listing of, and the permission to deal in, the Rights Shares, including the Unsubscribed Rights Shares and/or the NQS Unsold Rights Shares;

(iii) none of the representations, warranties or undertakings contained in the Placing Agreement being or having become untrue, inaccurate or misleading in any material respect at any time before the completion, and no fact or circumstance having arisen and nothing having been done or omitted to be done which would render any of such undertakings, representations or warranties untrue or inaccurate in any material respect if it was repeated as at the time of completion of the Placing Agreement; and

(iv) the Placing Agreement not having been terminated in accordance with the provisions thereof, including provisions regarding the termination events.

The Placing Agent may, in its absolute discretion, waive the fulfilment of all or any or any part of the conditions (other than those set out in paragraphs (i) to (ii) above) by notice in writing to the Company.

The Company shall use its reasonable endeavours to procure the fulfillment of such conditions precedent to the Placing Agreement by the Placing Long Stop Date. If any of the conditions precedent to the Placing Agreement have not been fulfilled by the Placing Long Stop Date, then the Placing Agreement will lapse and become null and void and the Company and the Placing Agent shall be released from all obligations under the Placing Agreement and neither parties shall have any claim against the others, save for any antecedent breach thereof.

For the avoidance of doubt, if all the Rights Shares are fully subscribed under the Rights Issue, the Placing will not proceed.

Termination: The Placing Period shall end at 4:00 p.m. on Wednesday, 30 April 2025.

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Notwithstanding anything contained in the Placing Agreement, the Placing Agent shall be entitled, without any liability to the Company, by notice in writing to the Company served prior to the 4:00 p.m. on Friday, 2 May 2025 (i.e. the Placing completion date), to terminate the Placing Agreement, if, prior to the Latest Placing Time:

(a) in the reasonable opinion of the Placing Agent, the success of the Placing would be materially and adversely affected by:

(i) the occurrence of any local, national or international event or change (whether or not forming part of a series of events or changes occurring or continuing before, and/or after the date thereof), of a political, military, financial, economic or other nature, or in the nature of any local, national or international outbreak or escalation of hostilities or armed conflict, or affecting local securities markets which may, in the reasonable opinion of the Placing Agent, materially and adversely affect the business or the financial or trading position or prospects of the Group as a whole; or

(ii) the introduction of any new regulation or any change in existing law or regulation (or the judicial interpretation thereof) or other occurrence of any nature whatsoever which may in the reasonable opinion of the Placing Agent materially and adversely affect the business or the financial or trading position or prospects of the Group as a whole or is materially adverse in the context of the Placing; or

(iii) there occurs or comes into effect the imposition of any moratorium, suspension or material restriction on trading in the Shares (for more than ten (10) consecutive trading days) generally on the Stock Exchange due to exceptional financial circumstances or otherwise; or

(iv) any adverse change in the business or in the financial or trading position of any members of the Group, which in the reasonable opinion of the Placing Agent, is material in the context of the Placing; or

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(b) any material adverse change in market conditions (including, without limitation, a change in fiscal or monetary policy or foreign exchange or currency markets, suspension or restriction of trading in securities, and a change in currency conditions which includes a change in the system under which the value of the Hong Kong currency is pegged with that of the currency of the United States of America) occurs in Hong Kong, the United States of America or the PRC which in the reasonable opinion of the Placing Agent makes it inexpedient or inadvisable to proceed with the Placing; or

(c) any material breach of any of the representations and warranties by the Company that comes to the knowledge of the Placing Agent, or any event occurs or any matter arises on or after the date of the Placing Agreement and prior to the Latest Placing Time which, if it had occurred or arisen before the date of the Placing Agreement, would have rendered any of such representations and warranties untrue or incorrect in any material respect, or there has been a material breach by the Company of any other provision of the Placing Agreement.

Upon the giving of such notice as referred to above by the Placing Agent, all obligations of the Placing Agent under the Placing Agreement shall cease and determine and no party shall have any claim against any other party, save for any prior breaches of the Placing Agreement.

The terms of the Placing Agreement (including the placing fee) were determined after arm's length negotiations between the Placing Agent and the Company by reference to the financial position of the Group, the size of the Rights Issue and the prevailing market conditions.

The Company has exhaustively conducted a search of recent proposed rights issue exercises, announced by the companies listed on the Stock Exchange during the period from 7 November 2024 to the Last Trading Day to understand the trend of the recent market practice regarding the placing commission to be paid to the respective placing agent under the compensatory arrangement of the respective rights issue exercises. The Company has identified a total of 13 rights issue comparables (the "Comparables") during the respective period.

Although the Comparables include rights issues in different scale, engaged in different business or have different financial performance and funding needs from the Company, having considered (i) all of the Comparables and the Group are listed on the Stock Exchange; (ii) including transactions conducted by the Comparables with different funding needs and business represents a more comprehensive overall market sentiment in our comparable analysis; (iii) the respective period for the selection of the Comparables has generated a reasonable and meaningful number of sample size of 13 Hong Kong listed issuers to reflect the market practice regarding the placing commission to be paid to the respective placing agent under the compensatory arrangement of the respective recent rights issue; and (iv) the 13

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Comparables identified during the aforementioned period were exhaustively included without any artificial selection or filtering on the part of the Company so the Comparables represent a true and fair view of the recent market trends for the placing commission to be paid to the respective placing agent under the compensatory arrangement of the respective rights issue conducted by other Hong Kong listed issuers in the Stock Exchange, the Company consider that the Comparables are fair and representative samples.

It should be noted that all the Comparables may have different principal activities, market capitalization, profitability and financial position as compared with those of the Company, and the circumstances leading to the Comparables to proceed with the rights issues may also be different from that of the Company.

The following table sets forth the relevant details of the Comparables:

Company name	Stock Code	Announcement Date	Basis for entitlement	Placing commission to be paid to the respective placing agent under the respective compensatory arrangement
Wan Kei Group Holdings Limited	1718	2025-01-17	1 for 1	3.00%
China Demeter Financial Investments Limited	8120	2024-12-31	1 for 2	2.50%
China Kingstone Mining Holdings Limited	1380	2024-12-27	2 for 5	2.25%
Mansion International Holdings Limited	8456	2024-12-20	4 for 1	1.50%
HSC Resources Group Limited	1850	2024-12-19	4 for 1	1.50%
China Energy Storage Technology Development Limited	1143	2024-12-13	2 for 1	1.50%
Royal Century Resources Holdings Limited	8125	2024-12-13	3 for 1	2.00%
KNT Holdings Limited	1025	2024-12-10	3 for 1	3.00%
Xinming China Holdings Limited	2699	2024-12-06	3 for 1	3.00%
Graphex Group Limited	6128	2024-12-03	3 for 1	1.50%
Luxxu Group Limited	1327	2024-12-02	1 for 1	1.50%
HG Semiconductor Limited	6908	2024-11-12	1 for 4	1.00%
Far East Holdings International Limited	36	2024-11-11	2 for 1	2.50%
			Average	2.06%
			Max	3.00%
			Min	1.00%
			Median	2.00%
The Company		2025-02-07		3.00%

LETTER FROM THE BOARD

As illustrated in the table above, the Company notes that the placing commission to be paid to the respective placing agent under the compensatory arrangement of the respective Comparables ranges from 1.00% to 3.00%, with an average and median of 2.06% and 2.00% respectively. For the Rights Issue, the placing commission to be paid to the Placing Agent under the Compensatory Arrangement amounted to 3.00%, and therefore it falls within the range of the Comparables.

Based on the above, the Directors (excluding the members of the Independent Board Committee whose opinion will be set forth in the circular of the Company after having been advised by the Independent Financial Adviser) consider that the terms of the Placing Agreement, including the placing fee charged, are fair and reasonable and the transactions contemplated under the Placing Agreement are on normal commercial terms and in the interests of the Company and the Shareholders as a whole.

The Placing Agent shall ensure that the Placing Shares are placed only to institutional, corporate or individual investors who and whose ultimate beneficial owners shall be Independent Third Parties. The Placing Agent shall also ensure that (i) the Placing will not result in any places, or together with any party in concert, owning 10% or more of the voting right of the Company; (ii) the Placing will not have any implication under the Takeovers Code and no Shareholder will be under any obligation to make a general offer under the Takeovers Code as a result of the Placing; and (iii) the Placing will not result in the Company incapable of complying with the public float requirements under Rule 11.23(7) of the GEM Listing Rules immediately following the Placing.

Given that the Compensatory Arrangements would provide (i) a distribution channel of the Unsubscribed Rights Shares and the NQS Unsold Rights Shares to the Company; (ii) channel of participation in the Rights Issue for independent investors; and (iii) a compensatory mechanism for No Action Shareholders and the Non-Qualifying Shareholders, the Directors consider that the Compensatory Arrangements are fair and reasonable and would provide adequate safeguard to protect the interest of the Company's minority Shareholders.

REASONS FOR THE RIGHTS ISSUE AND THE USE OF PROCEEDS

The Group principally engages in the provision of online advertising services, which consist of social viral services, engager services and mass blogging services. Its business primarily operates in Hong Kong, Taiwan, Malaysia and the Philippines. The Group's services are delivered via its self-developed platforms, which allow clients to match their advertising campaigns or contents with the Group's relevant members based on their demographic details and behaviours, such as consumption patterns of certain products and services and brand preferences.

Assuming full subscription under the Rights Issue, the expected gross proceeds of the Rights Issue will be up to approximately HK$40.8 million and the relevant expenses would be approximately HK$2.3 million, which includes placing commission and professional fees payable to financial adviser, legal advisers and other parties involved in the Rights Issue. Accordingly, the estimated net proceeds of the Rights Issue, after deducting the related expense, will be up to approximately HK$38.5 million.

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As disclosed in the annual report of the Company for the year ended 31 March 2024, as a result of weaker economies following a slower than expected post-pandemic recovery, the advertising industry in those markets the Group operate in remain to be sluggish. Advertisers are reluctant to increase their advertising spending and are especially cautious about experimenting new media channels. Maintaining existing client spending and developing new customer base both present major challenges to the Group.

To weather through this adverse environment, the Group plans to rejuvenate sales with additional efforts to strengthen brand awareness and sales support. The Company intends to enhance spending on promotions and communications with advertisers and media agencies in order to become their preferred, top-of-mind choice for media platform. Extra trial incentives and offers will also be introduced to attract potential clients and strengthen our business development effort. Furthermore, the Company will explore new business opportunities and continue to invest in product development to ensure our advertising services remain competitive in the fast-changing digital advertising industry.

As at 31 December 2024, the cash and cash equivalents of the Group amounted to approximately HK$6.6 million. With reference to the annual report of the Company for the year ended 31 March 2024, the net cash used in operating activities of the Group amounted to approximately HK$8.3 million for the year ended 31 March 2024 as detailed in the consolidated cash flow statement of the Group. The Company is of the view that it is prudent to maintain a reasonable level of cash reserves to support the Group's existing operations over a suitable timeframe. As such, to facilitate the proposed expansion and business development of the Group, as outlined in the section headed "Intended use of proceeds" below, and to enhance the Group's liquidity, the Company considers that the Rights Issue represents a viable fundraising mechanism to achieve the Group's strategic objectives.

Intended use of proceeds

Assuming full subscription under the Rights Issue, the Company intends to apply the net proceeds of approximately HK$38.5 million from the Rights Issue (assuming no other change in the number of Shares in issue on or before the Record Date) for the following purposes:

(i) approximately HK$25.5 million for the expansion and development in the business of online advertising services and promotion of the online platform of the Group, among which:

(a) approximately HK$18.5 million will be dedicated to geographical expansion in the PRC and Southeast Asia, thereby enabling the Company to capitalize on emerging opportunities and the increasing demand for digital advertising in these dynamic regions and replicate our success on different social media platforms.

The respective portion of the proceed from the Rights Issue will be allocated to several key initiatives aimed at driving growth and engagement. Firstly, funds will be used to offer prizes, gifts, and coupons to attract new members, incentivizing participation and expanding the Group's user base in its social viral service and engager service. The Group's social viral service allows its

LETTER FROM THE BOARD

clients to show their advertising contents, in the form of videos, images and websites, directly to the members of the Group on the Group's platforms within their criteria of target audience. The Group's engager service helps the Group's clients achieve their marketing objectives by inviting the members of the Group, who are the target audience of the Group's client, to involve and engage in their advertising campaigns. The Company is of the view that such development strategies will facilitate substantial growth of the Group's business in the Southeast Asia region. In addition to the Group's established operations in Malaysia and the Philippines, the Company proposes to pursue geographical expansion into Thailand following reviews of the current developments within the country. The Company aims to further diversify its operations, tap into new customer segments, and enhance its overall competitive positioning in the Southeast Asia region.

Mr. Lee Wing Leung Garlos, the Executive Director and co-founder of the Group, is currently responsible for the overall management of the organization, overseeing all operations, including sales, marketing, client services, human resources, and finance, as well as the Group's business operations in the Southeast Asia region. The Company believes that Mr. Lee Wing Leung Garlos's extensive experience in fostering development in Southeast Asia will continue to contribute to the Group's geographical expansion strategy.

Additionally, to replicate the Group's success business expansion in Malaysia and the Philippines, the Group will invest in targeted marketing efforts to reach new business clients, enhancing the Group's visibility and outreach. The Company intends to further establish business network and infrastructure in the PRC. Office expenses in operations in the PRC will also be covered to support the Group's expanding footprint.

Furthermore, to enhance the Group's mass blogging service, the Company recognizes the importance of accommodating the diverse business operating environment in the PRC. For the Group's mass blogging services, the members of the Group can try out and review the products or services of the Group's clients and share their own feedback and trial experience with their friends on social media platforms. To this end, the Company plans to allocate funds for the development of new applications and interfaces, as well as the necessary server infrastructure, to improve user experience and functionality.

The Group's current infrastructure for digital advertising in social media has its limitations, particularly in its coverage of key platforms in the PRC such as Xiaohongshu and Douyin. These platforms have rapidly gained popularity and are crucial for reaching a broad audience in the PRC. To address this need, respective proceeds from the Rights Issue will be allocated to enhancing the capabilities of the Group in these areas. Such investment will focus on developing tailored-made advertising strategies and content specifically designed for Xiaohongshu and Douyin, leveraging on their unique features and user demographics. By doing so, the Group aims to create more engaging

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and effective campaigns that resonate with local consumers in the PRC. Through these efforts, the Group seeks to not only enhance its digital advertising infrastructure but also position itself as a competitive participant in the social media marketing industry in the PRC.

Meanwhile, to bolster the Group's advertising capabilities, the Group will recruit individuals with Xiaohongshu accounts in the PRC, Taiwan, Hong Kong, and Malaysia. These influencers will assist advertisers in promoting their brands, products, and services by posting engaging copy, photos, and videos on their accounts, thereby creating a viral impact.

Ms. Cai Ying, the Executive Director of the Company, has a solid background in media and advertising, with significant experience in the PRC. Her work in such field has provided her with a good understanding on the industry dynamics. The Company believes that her insights in the PRC will be helpful and her familiarity with local practices and consumer preferences can assist the Company in developing strategies that resonate well with the target audience. Besides, the Company will explore and intends to recruit additional personnel with expertise in media and advertising within the PRC. By bringing in professionals who possess an understanding on the local market and industry dynamics, the Company aims to enhance its capabilities and ensure a more effective approach for development and growth.

Based on the proposed schedule for the various initiatives outlined above, the proceeds allocated to these enhancements are expected to be fully utilized by the end of 2026; and

(b) approximately HK$7.0 million will be utilized to strengthen the existing network, enhancing infrastructure and technology capabilities of the Group.

Key initiatives will include the expansion of affiliate services and improvements to advertising services across traditional digital mediums, particularly focusing on platforms such as Facebook and Instagram. On both Facebook and Instagram, initiatives will involve optimizing advertisements placements through targeted audience segmentation and utilizing visually-driven content to maximize brand visibility, including but not limited to the creation of engaging stories, reels, and posts that align with current trends and user preferences.

Additionally, the enhancement of the mobile application will be prioritized to align with upgrades in smartphone operating systems and facilitate better user engagement, while efforts to improve search engine optimization will drive increased visibility. Investments will also be made in database management and source code improvements to optimize performance. Furthermore, integrating artificial intelligence into data management, analysis, and workflow management will streamline operations and enhance decision-making processes. Collectively, these initiatives are designed to position the Group for sustained growth and competitiveness.

25 -

LETTER FROM THE BOARD

Based on the proposed schedule for the various initiatives outlined above, the proceeds allocated to these enhancements are expected to be fully utilized by the end of 2026; and

(ii) approximately HK$13.0 million will be used for general working capital of the Group, including but not limited to operational costs, staff costs, rental expenses, professional fees and other office overheads of the Group.

With reference to the Company's existing operating performance and the proposed development plans, it is anticipated that the portion of proceeds from the Rights Issue allocated for general working capital will be utilized within one year.

The Rights Issue will proceed irrespective of the level of acceptance of the provisionally allotted Rights Shares. In the event that there is an under-subscription of the Rights Issue, the net proceeds of the Rights Issue will be allocated and utilised in accordance with the same proportion to the above uses.

Should the proposed Rights Issue experiences under-subscription, the Group will explore alternative funding strategies to support the aforesaid business development plans. One key approach will be to engage in a private placement of Shares under general or specific mandate, targeting institutional and/or accredited investors to raise the necessary capital. On the other hand, the Group will explore potential strategic partnerships and joint ventures, leveraging collaborative opportunities to share resources and investment, thereby enhancing the Group's capacity to execute growth initiatives effectively. In addition to exploring alternative funding strategies, the Group may also consider rearranging the scale and schedule of its development plans to better align with the Group's operational capacity. By modifying both the scope of these initiatives and the pace at which they are implemented and focusing on key priorities, the Company would be able to optimize the initial capital requirements.

Fund-raising alternatives

Apart from the Rights Issue, the Board has considered various fund-raising alternatives before resolving to proceed with the Rights Issue, including but not limited to debt financing, placing of new shares and open offer. The Board noted that bank borrowings, if available, would result in additional interest burden of the Company and create pressure to the liquidity of the Company. The restrictive covenants in the loan transaction documents as may be imposed by the bank will also restrict the business activities of the Group. Hence, the Board does not consider it to be beneficial to the Company. As for placing of new Shares, it would lead to immediate dilution in the shareholding interest of Shareholders without offering them the opportunity to participate in the enlarged capital base of the Company and it is relatively smaller in scale as compared to fund raising through rights issue. As for open offer, while it is similar to a rights issue, offering Qualifying Shareholders to participate, it does not allow free trading of rights entitlements in the open market. As opposed to open offer, Rights Issue would allow Qualifying Shareholders to participate in the future development of the Company and at the same time offer more flexibility to the Qualifying Shareholders to choose whether to maintain their respective pro-rata shareholding interests in the Company and dealing with the Shares.

26 -

LETTER FROM THE BOARD

Having considered all the other fund-raising alternatives, the Directors are of the view that the Rights Issue is in the best interests of the Company and the Shareholders as a whole, and that it is an appropriate fund-raising method to strengthen the capital base of the Company and support the Company's continuing business development and growth.

As at the Latest Practicable Date, save as disclosed in this circular, the Company currently (i) does not have any agreement, arrangement, understanding, intention, or negotiation (either concluded or in process) on any potential fundraising activities; and (ii) has no other plan or intention to carry out any future corporate actions in the next 12 months which may have an effect of undermining or negating the intended purpose of the Rights Issue.

EQUITY FUND RAISING ACTIVITY OF THE COMPANY IN THE PAST 12 MONTHS

The Company has conducted the following fund-raising activities involving issue of its securities in the past 12 months immediately preceding the Latest Practicable Date:

Date of announcement	Completion date	Fund raising	Net Proceeds raised (approximately)	Intended use of proceeds	Actual use of proceeds as at the Latest Practicable Date
9 April 2024	30 April 2024	Subscription of 39,999,996 new shares by 6 subscribers at the subscription price of HK$0.1265 per subscription share under general mandate granted to the Directors at the annual general meeting of the Company held on 14 September 2023	HK$5.01 million	General working capital of the Group and the settlement of accounts payable	The aggregate amount of the net proceeds, HK$5.01 million, has been applied as intended

27 -

LETTER FROM THE BOARD

EFFECTS ON THE SHAREHOLDING STRUCTURE OF THE COMPANY

Set out below is the shareholding structure of the Company, assuming there is no further issue or repurchase of Shares before completion of the Rights Issue other than the allotment and issue of the Rights Shares pursuant to the Rights Issue, (i) as at the Latest Practicable Date; (ii) immediately upon completion of the Rights Issue, assuming full acceptance of the Rights Shares by the Qualifying Shareholders; and (iii) immediately upon completion of the Rights Issue assuming nil acceptance of the Rights Shares by the Qualifying Shareholders and all Unsubscribed Rights Shares and NQS Unsold Rights Shares have been placed by the Placing Agent:

Shareholders	As at the Latest Practicable Date		Immediately upon completion of the Rights Issue assuming full acceptance of the Rights Shares by the Qualifying Shareholders		Immediately upon completion of the Rights Issue assuming nil acceptance of the Rights Shares by the Qualifying Shareholders and all Unsubscribed Rights Shares and NQS Unsold Rights Shares have been placed by the Placing Agent
	No. of Shares	Approximate %	No. of Shares	Approximate %	No. of Shares	Approximate %
JAG United Company Limited (Note 1)	56,280,000	23.45%	168,840,000	23.45%	56,280,000	7.82%
Ru Wenzhen	24,000,000	10.00%	72,000,000	10.00%	24,000,000	3.33%
Wang Zenglin	14,000,000	5.83%	42,000,000	5.83%	14,000,000	1.94%
Independent Places (Notes 2 and 3)	-	-	-	-	479,999,992	66.67%
Other Public Shareholders	145,719,996	60.72%	437,159,988	60.72%	145,719,996	20.24%
Total	239,999,996	100.00%	719,999,988	100.00%	719,999,988	100.00%

Notes:

Ms. Cheung Lee, Mr. Law Ka Kin and Mr. Lee Wing Leung Garlos beneficially owns 33.33%, 33.33% and 33.33% of the issued share capital of JAG United Company Limited respectively. By virtue of the SFO, each of Ms. Cheung Lee, Mr. Law Ka Kin and Mr. Lee Wing Leung Garlos is deemed to be interested in such shares held by JAG United Company Limited;
Pursuant to the Placing Agreement, the Placing Agent shall ensure each of such Placees, who and whose ultimate beneficial owner(s) (as the case may be) (i) shall be Independent Third Parties; (ii) shall not, together with any party acting in concert (within the meaning of the Takeovers Code) with it, upon completion of the Rights Issue, own 10.00% or more of the voting rights of the Company; and (iii) shall not, together with any party acting in concert with it/them (within the meaning of the Takeovers Code), will hold 30% (or such percentage which will trigger an obligation to make a mandatory general offer to the other Shareholders under the Takeovers Code) or more of the voting rights of the Company; and
Pursuant to the Placing Agreement, the Placing Agent shall and shall cause its sub-underwriters to use its best endeavours to ensure and procure that the minimum public float requirement under Rule 11.23 of the GEM Listing Rules be fulfilled by the Company upon completion of the Rights issue.

LETTER FROM THE BOARD

Shareholders and public investors should note that the above shareholding changes are for illustration purposes only and the actual changes in the shareholding structure of the Company upon completion of the Rights Issue are subject to various factors, including the results of acceptance of the Rights Shares. Further announcements will be made by the Company in accordance with the GEM Listing Rules following the completion of the Rights Issue upon which the Rights Shares are allotted and issued.

The public float requirements under the GEM Listing Rules shall be maintained by the Company at all times, and the Company will take all appropriate steps to ensure that sufficient public float shall be at all times in compliance with Rule 11.23 of the GEM Listing Rules.

GEM LISTING RULES IMPLICATIONS

The Rights Issue

In accordance with Rule 10.29(1) of the GEM Listing Rules, as the Rights Issue will increase the total number of issued Shares or the market capitalisation of the Company by more than 50% within the 12-month period immediately preceding the date of the Announcement, the Rights Issue must be made conditional on approval by the Shareholders at the EGM, and any controlling shareholders of the Company and their respective associates, or where there are no controlling shareholders, the Directors (excluding the independent non-executive Directors) and the chief executive of the Company and their respective associates shall abstain from voting in favour of the proposed Rights Issue.

As at the Latest Practicable Date, the Company has no controlling Shareholder as defined under the GEM Listing Rules. As at the Latest Practicable Date, JAG United Company Limited holds 56,280,000 shares in the Company, representing approximately 23.45% of the issued share capital of the Company. Each of Ms. Cheung Lee and Mr. Lee Wing Leung Garlos, both being executive Directors, beneficially owns 33.33% and 33.33% of the issued share capital of JAG United Company Limited respectively. By virtue of the SFO, each of Ms. Cheung Lee and Mr. Lee Wing Leung Garlos is deemed to be interested in such Shares held by JAG United Company Limited. Accordingly, JAG United Company Limited, Ms. Cheung Lee and Mr. Lee Wing Leung Garlos (and their respective associates, including (i) Mr. Law Ka Kin, who beneficially owns 33.33% of the issued share capital of JAG United Company Limited; (ii) Ms. Leung Kwok Mei, who is deemed to be interested in 56,280,000 Shares through the interest of her spouse, Mr. Law Ka Kin; (iii) Mr. Szeto Man Wa, who is deemed to be interested in 56,280,000 Shares through the interest of his spouse, Ms. Cheung Lee; and (iv) Ms. Ng Ka Po, who is deemed to be interested in 56,280,000 Shares through the interest of her spouse, Mr. Lee Wing Leung Garlos) shall abstain from voting in favour of the Rights Issue in accordance with Rule 10.29(1) of the GEM Listing Rules. Save as disclosed above, no other Shareholder is required to abstain from voting in favour of the relevant resolution(s) of the proposed Rights Issue at the EGM.

The Rights Issue will not result in a theoretical dilution effect of 25% or more. As such, the theoretical dilution impact of the Rights Issue is in compliance with Rule 10.44A of the GEM Listing Rules.

29 -

LETTER FROM THE BOARD

ESTABLISHMENT OF INDEPENDENT BOARD COMMITTEE AND APPOINTMENT OF INDEPENDENT FINANCIAL ADVISER

The Company has established the Independent Board Committee, comprising all the independent non-executive Directors, namely Mr. Kwan Chi Hong, Mr. Fenn David and Mr. Ho Ho Tung Armen, to advise the Independent Shareholders as to whether the terms of the Rights Issue and the transactions contemplated thereunder are fair and reasonable and in the interests of the Company and the Shareholders as a whole, and to advise the Independent Shareholders on how to vote at the EGM, taking into account the recommendations of the Independent Financial Adviser.

In this connection, Grande Capital Limited has been appointed as the Independent Financial Adviser to advise the Independent Board Committee and the Independent Shareholders in respect of the terms of the Rights Issue and the transactions contemplated thereunder, and as to voting.

GENERAL

Upon fulfilment of certain conditions of the Rights Issue, the Prospectus Documents will be despatched to the Qualifying Shareholders on or before the Prospectus Posting Date. The Company will, to the extent reasonably practicable and legally permitted and subject to the advice of legal advisers in the relevant jurisdictions in respect of applicable local laws and regulations, despatch the Prospectus to the Non-Qualifying Shareholders (if any) for their information only, but the Company will not send the PAL(s) to the Non-Qualifying Shareholders (if any).

WARNING OF THE RISKS OF DEALING IN THE SHARES AND RIGHTS SHARES IN NIL-PAID FORM

Shareholders and potential investors of the Company should note that the Rights Issue is subject to the fulfilment of conditions including, among other things, the GEM Listing Committee of the Stock Exchange granting the listing of, and permission to deal in, the Rights Shares in their nil-paid and fully-paid forms. Please refer to the section headed "Conditions of the Rights Issue" in this circular. Shareholders and potential investors of the Company should note that if the conditions to the Rights Issue are not satisfied, the Rights Issue will not proceed, in which case a further announcement will be made by the Company at the relevant time.

Any dealings in the Shares from the date of this circular up to the date on which all the conditions of the Rights Issue are fulfilled, and any Shareholders dealing in the Rights Shares in nil-paid form will accordingly bear the risk that the Rights Issue may not become unconditional or may not proceed.

It is expected that the last day of dealings in the Shares on a cum-rights basis is Tuesday, 18 March 2025, and the Shares will be dealt with on an ex-rights basis from Wednesday, 19 March 2025.

30 -

LETTER FROM THE BOARD

Subject to the fulfilment of conditions, the Rights Issue will proceed on a non-underwritten basis irrespective of the level of acceptance of provisionally allotted Rights Shares. Accordingly, if the Rights Issue is undersubscribed, the size of the Rights Issue will be reduced. Qualifying Shareholders who do not take up their assured entitlements in full and Non-Qualifying Shareholders, if any, should note that their shareholdings in the Company may be diluted, the extent of which will depend in part on the size of the Rights Issue.

Shareholders and potential investors of the Company are advised to exercise caution when dealing in the Shares and/or the Rights Shares. Any Shareholders or other persons contemplating any dealings in the Shares and/or Rights Shares in nil-paid form are recommended to consult their professional advisers. The Company will make further announcement(s) with regard to the status of the abovementioned transactions as and when appropriate pursuant to the requirements under the GEM Listing Rules, as appropriate.

EXTRAORDINARY GENERAL MEETING AND PROXY ARRANGEMENT

The Company will convene the EGM or any adjourned meeting hereof at Room B, The LU+, 3/F, Lu Plaza, No. 2 Wing Yip Street, Kwun Tong, Hong Kong on Monday, 17 March 2025 at 11:00 a.m. to approve matters referred to in this circular at which relevant resolution will be proposed to the Shareholders to consider, and if thought fit, approve the Rights Issue. The notice convening the EGM is set out on pages EGM-1 to EGM-3 of this circular.

A form of proxy for use in connection with the EGM is enclosed herewith. Whether or not you intend to be present and vote at the EGM, you are requested to complete the enclosed form of proxy in accordance with the instructions printed thereon and return it to the Registrar, 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 appointed for the holding of the EGM or any adjournment thereof (as the case may be). The completion and delivery of a form of proxy will not preclude you from attending and voting at the EGM (or any adjourned meeting thereof) in person should you so wish, and in such case, the authority of your proxy will be revoked.

Pursuant to Rule 17.47(4) of the GEM Listing Rules, any vote of Shareholders at a general meeting must be taken by poll, except where the chairman, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands. Accordingly, the resolutions proposed at the EGM will be taken by way of poll. An announcement on the poll results will be made by the Company after the EGM in the manner prescribed under Rule 17.47(5) of the GEM Listing Rules.

CLOSURE OF REGISTER OF MEMBERS OF THE COMPANY

The register of members of the Company will be closed from Tuesday, 11 March 2025 to Monday, 17 March 2025 (both days inclusive) for determining the entitlements of the Shareholders to attend and vote at the EGM, and will further be closed from Friday, 21 March 2025 to Thursday, 27 March 2025 (both days inclusive) for determining the entitlements to the Rights Issue, during which period no transfer of Shares will be registered.

31 -

LETTER FROM THE BOARD

RECOMMENDATIONS

The Board considers that the Rights Issue are fair and reasonable and are in the interests of the Company and the Shareholders as a whole. Accordingly, the Board recommends the Independent Shareholders to vote in favour of the ordinary resolution as set out in the notice of the EGM.

Your attention is drawn to the letter from the Independent Board Committee set out on pages IBC-1 to IBC-2 of this circular and the letter of advice from the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders set out on pages IFA-1 to IFA-34 of this circular in connection with the Rights Issue and the transactions contemplated thereunder and the principal factors and reasons considered by the Independent Financial Adviser in arriving at such advice.

The Independent Board Committee, having taken into account the advice of the Independent Financial Adviser, considers that the Rights Issue and the transactions contemplated thereunder are fair and reasonable so far as the Independent Shareholders are concerned and on normal commercial terms or better and in the ordinary and usual course of business of the Company and in the interests of the Company and the Shareholders as a whole.

ADDITIONAL INFORMATION

Your attention is drawn to the additional information as set out in the appendices to this circular.

By order of the Board

Stream Ideas Group Limited

Lee Wing Leung Garlos

Executive Director

32 -

LETTER FROM THE INDEPENDENT BOARD COMMITTEE

The following is the text of the letter form the Independent Board Committee setting out its recommendation to the Independent Shareholder in respect of the Rights Issue.

Stream Ideas Group Limited

源想集團有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 8401)

25 February 2025

To the Independent Shareholders

Dear Sir or Madam,

PROPOSED RIGHTS ISSUE ON THE BASIS OF TWO (2) RIGHTS SHARES FOR EVERY ONE (1) SHARE HELD ON THE RECORD DATE

We refer to the circular issued by Stream Ideas Group Limited to its shareholders dated 25 February 2025 of which this letter forms part (the "Circular"). Capitalised terms used in this letter shall have the same meanings as defined in the Circular unless the context otherwise requires.

We have been appointed by the Board as members to form the Independent Board Committee and to advise you the Rights Issue and the transactions contemplated thereunder, whether such terms are fair and reasonable and in the interests of the Company and the Shareholders as a whole and how to vote on the resolution at the EGM approving the Rights Issue and the transactions contemplated thereunder.

The Independent Financial Adviser has been appointed as the Independent Financial Adviser to advise the Independent Board Committee and the Independent Shareholders as to whether the Rights Issue and the transactions contemplated thereunder are fair and reasonable so far as the Independent Shareholders are concerned, whether such terms are in the interests of the Company and the Shareholders as a whole. Details of its advice, together with the principal factors taken into consideration in arriving at such advice, are set out on pages IFA-1 to IFA-34 of the Circular.

We wish to draw your attention to the letter from the Board set out on pages 7 to 32 of the Circular and the additional information set out in the appendices of the Circular.

IBC-1 -

LETTER FROM THE INDEPENDENT BOARD COMMITTEE

Having taken into account (i) the terms and conditions of the Rights Issue and the transactions contemplated thereunder; and (ii) the advice and recommendations of the Independent Financial Adviser as set out from pages IFA-1 to IFA-34 of the Circular, we are of the opinion that the Rights Issue and the transactions contemplated thereunder are on normal commercial terms, fair and reasonable so far as the Independent Shareholders are concerned, in the ordinary and usual course of business of the Company and in the interests of the Company and the Shareholders as a whole. Accordingly, we recommend the Independent Shareholders to vote in favour of the resolution to be proposed at the EGM to approve the Rights Issue and the transactions contemplated thereunder.

Yours faithfully,
Independent Board Committee
Stream Ideas Group Limited

Mr. Kwan Chi Hong
Independent Non-executive Director

Mr. Fenn David
Independent Non-executive Director

Mr. Ho Ho Tung Armen
Independent Non-executive Director

IBC-2 -

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

The following is the text of a letter of advice from the Independent Financial Adviser appointed to advise the Independent Board Committee and the Independent Shareholders in respect of the Rights Issue, which has been prepared for the purposes of incorporation in this Circular.

Room 2701, 27/F., Tower 1, Admiralty Centre
18 Harcourt Road, Admiralty
Hong Kong

25 February 2025

To the Independent Board Committee and the Independent Shareholders

Dear Sirs,

PROPOSED RIGHTS ISSUE ON THE BASIS OF TWO (2) RIGHTS SHARES FOR EVERY ONE (1) SHARE HELD ON THE RECORD DATE

INTRODUCTION

We refer to our appointment as the Independent Financial Adviser to (i) advise the Independent Board Committee and the Independent Shareholders in respect of whether the terms of the Rights Issue are fair and reasonable as far as the Independent Shareholders are concerned; (ii) give our recommendation as to whether the Rights Issue is in the interest of the Company and the Shareholders as a whole; and (iii) advise the Independent Shareholders on how to vote at the EGM, details of which are set out in the "Letter from the Board" contained in the circular of the Company dated 25 February 2025 (the "Circular"). Capitalised terms used in this letter shall have the same meanings as those defined in the Circular, unless the context requires otherwise.

Reference is made to the Announcement, in relation to, among other things, the Rights Issue. The Company proposes to raise gross proceeds of up to approximately HK$40.8 million by way of the issue of up to 479,999,992 Rights Shares at the Subscription Price of HK$0.0850 per Rights Share on the basis of two (2) Rights Share for every one (1) Share held on the Record Date. The Rights Issue is not underwritten and is only available to the Qualifying Shareholders and will not be extended to the Non-Qualifying Shareholders. There will be no excess application arrangements in relation to the Rights Issue as stipulated under Rule 10.31(1)(a) of the GEM Listing Rules.

Assuming full subscription of the Rights Issue, the net proceeds from the Rights Issue after deducting the expenses are estimated to be approximately HK$38.5 million. The Company intends to apply the net proceeds as to (i) approximately HK$25.5 million for the expansion and development in the business of online advertising services and promotion of the online platform of the Group; and (ii) approximately HK$13.0 million for the general working capital.

IFA-1 -

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

Subject to the fulfilment of the conditions of the Rights Issue, the Rights Issue will proceed on a non-underwritten basis irrespective of the level of acceptance of the provisionally allotted Rights Shares. There are no applicable statutory requirements regarding minimum subscription levels in respect of the Rights Issue.

The Rights Shares, when allotted, issued and fully paid, will rank pari passu in all respects among themselves and with the Shares in issue at the time. Holders of fully paid Rights Shares will be entitled to receive all future dividends and distributions which may be declared, made or paid by the Company on or after the date of allotment and issue of the Rights Shares in their fully-paid form.

According to Rule 10.31(1)(b) of the GEM Listing Rules, the Company will make the Compensatory Arrangements to dispose of the Placing Shares by offering these Shares to independent Places for the benefit of the Shareholders to whom they are offered by way of the Rights Issue. Accordingly, on Friday, 7 February 2025 (after trading hours), the Company entered into the Placing Agreement with the Placing Agent in relation to the placing of the Unsubscribed Rights Shares and the NQS Unsold Rights Shares to the independent Places on a best effort basis.

GEM LISTING RULES IMPLICATIONS FOR THE COMPANY

In accordance with Rule 10.29(1) of the GEM Listing Rules, as the Rights Issue will increase the total number of issued Shares or the market capitalisation of the Company by more than 50% within the 12 months period immediately preceding the date of the Announcement, the Rights Issue must be made conditional on approval by the Shareholders at the EGM, and any controlling shareholders of the Company and their respective associates, or where there are no controlling shareholders, the Directors (excluding the independent non-executive Directors) and the chief executive of the Company and their respective associates shall abstain from voting in favour of the resolution(s) in relation to the proposed Rights Issue.

IFA-2 -

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

THE INDEPENDENT BOARD COMMITTEE

An Independent Board Committee comprising all independent non-executive Directors, namely Mr. Kwan Chi Hong, Mr. Fenn David and Mr. Ho Ho Tung Armen, has been established to advise the Independent Shareholders as to whether the terms of the Rights Issue and the transactions contemplated thereunder are fair and reasonable and in the interests of the Company and the Shareholders as a whole, and to advise the Independent Shareholders on how to vote at the EGM.

THE INDEPENDENT FINANCIAL ADVISER

As the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders, our role is to (i) give an independent opinion to the Independent Board Committee and the Independent Shareholders on whether the terms of the Rights Issue are fair and reasonable as far as the Independent Shareholders are concerned; (ii) give our recommendation as to whether the Rights Issue is in the interest of the Company and the Shareholders as a whole; and (iii) advise the Independent Shareholders on how to vote at the EGM.

As at the Latest Practicable Date, we are not connected with the Directors, chief executive and substantial shareholders of the Company or any of their respective subsidiaries or their respective associates and, as at the Latest Practicable Date, did not have any shareholding, directly or indirectly, in any of their respective subsidiaries or their respective associates and did not have any shareholding, directly or indirectly, in any member of the Group or any right, whether legally enforceable or not, to subscribe for or to nominate persons to subscribe for securities in any member of the Group. We are not aware of any relationships or interests between us and the Company or any other parties that could be reasonably regarded as hindrance to our independence as defined under Rule 17.96 of the GEM Listing Rules to act as the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders in respect of the proposed Rights Issue. Apart from normal professional fees payable to us in connection with this appointment, no arrangements exist whereby we had received or will receive any fee or benefit from the Group and its associates. We have not acted as an independent financial adviser and has not provided any other services to the Company during the past two years.

Accordingly, we consider that we are eligible to give independent advice on the Rights Issue and the transactions contemplated thereunder of the Company.

BASIS OF OUR ADVICE

In formulating our opinion, we have reviewed, amongst others, (i) the annual report of the Company for the year ended 31 March 2024 (the "Annual Report"); (ii) the interim report of the Company for the six months ended 30 September 2024 (the "Interim Report"); and (iii) other information contained or referred to in the Circular.

IFA-3 -

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

We have also relied on the statements, information, opinions and representations contained or referred to in the Circular and/or provided to us by the Company, the Directors and the management of the Group (the "Management"). We have assumed that all the statements, information, opinions and representations for matters relating to the Group contained or referred to in the Circular and/or provided to us by the Company, the Directors and the Management were reasonably made after due and careful enquiry and were true, accurate and complete at the time they were made and continued to be so as at the date of the Circular.

We have no reason to believe that any of such statements, information, opinions or representations are untrue, inaccurate or misleading, nor are we aware of any material facts the omission of which would render them untrue, inaccurate or misleading.

We consider that we have taken sufficient and necessary steps on which to form a reasonable basis and an informed view of our opinion in compliance with Rule 17.92 of the GEM Listing Rules. We, as the Independent Financial Adviser, take no responsibility for the contents of any part of the Circular, save and except for this letter. We consider that we have reviewed sufficient information currently available to reach an informed view and to justify our reliance on the accuracy of the information contained in the Circular so as to provide a reasonable basis for our recommendation. We have not, however, carried out any independent verification of the information provided, representations made, or opinion expressed by the Directors and the Management, nor have we conducted any form of in-depth investigation into the business, affairs, operations, financial position or future prospects of the Group, or any of its respective substantial shareholders, subsidiaries or associates. We have assumed that the Rights Issue will be consummated in accordance with the terms and conditions set forth in the Circular without any waiver, amendment, addition or delay of any terms or conditions. We have assumed that in connection with the receipt of all the necessary governmental, regulatory or other approvals and consents as required for the Rights Issue, no delay, limitation, condition or restriction will be imposed that would have a material adverse effect on the contemplated benefits expected to be derived from the Rights Issue. In addition, our opinion is necessarily based on the financial, market, economic, industry-specific and other conditions as they existed on, and the information made available to us as at the Latest Practicable Date. We will notify the Shareholders of any material change of information in the Circular up to the date of EGM.

In the event of inconsistency, the English text of this letter shall prevail over the Chinese translation of this letter.

PRINCIPAL FACTORS AND REASONS CONSIDERED

1. Background information of the Group

The Group is principally engaged in the provision of online advertising services, which consist of social viral services, engager services and mass blogging services. Its business primarily operates in Hong Kong, Taiwan, Malaysia and the Philippines. The Group's services are delivered via its self-developed platforms, which allow clients to match their advertising campaigns or contents with the Group's relevant members based on their demographic details and behaviors, such as consumption patterns of certain products and services and brand preferences.

IFA-4 -

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

1.1 Historical financial information of the Group

Set out below is a summary of financial information of the Group extracted from the Annual Report and Interim Report:

Extract of the Group's consolidated statement of profit or loss

	For the year ended 31 March 2024 ("FY2024") (audited) HK$'000	For the year ended 31 March 2023 ("FY2023") (audited) HK$'000	For the six months ended 30 September 2024 ("1H2024") (unaudited) HK$'000	For the six months ended 30 September 2023 ("1H2023") (unaudited) HK$'000
Revenue	11,767	15,105	3,776	6,456
Cost of services	(7,755)	(9,122)	(2,300)	(4,130)
Gross Profit	4,012	5,983	1,476	2,326
Other income/(loss), net	170	(2,937)	42	201
Selling and distribution costs	(5,944)	(6,908)	(2,414)	(2,988)
Administrative and other operating expenses	(11,430)	(12,119)	(3,328)	(6,251)
Finance costs	(14)	(16)	(9)	(4)
Loss for the year/period	(13,209)	(16,349)	(4,244)	(6,716)

Source: Annual Report and Interim Report

FY2024 compared to FY2023

The Group's revenue is derived from the sale of online advertising services in Hong Kong, Taiwan and Southeast Asia. The decrement of revenue in FY2024 was mainly attributable to the decrement in revenue generated in Hong Kong from approximately HK$11.0 million in FY2023 to approximately HK$8.5 million, representing approximately 23.4% decrease, mainly resulting from the changing consumption patterns of Hong Kong visitors and residents as Hong Kong business was significantly impacted in the last quarter of FY2024 amidst the weak economic momentum and increasing competition from other online advertising service providers. With the various challenges encountered, the revenue generated from Taiwan for FY2024 also decreased from approximately HK$3.1 million in FY2023 to approximately HK$2.8 million. Meanwhile, the revenue contribution from Southeast Asia markets fell to approximately HK$0.5 million for FY2024 from

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approximately HK$1.0 million for FY2023 because of the slower than expected post-pandemic recovery of advertising activities in Southeast Asia.

Other income(loss), net of the Group turned around from loss of approximately HK$2.9 million for FY2023 to an income of approximately HK$0.7 million for FY2024 which was mainly attributable to the fair value gain on financial assets at fair value through profit or loss of approximately HK$103,000 was recognised in FY2024 while fair value loss of approximately HK$3.2 million was recorded in FY2023.

Overall, the Group recorded a loss for the year of approximately HK$13.2 million for FY2024 as compared to approximately HK$16.3 million for FY2023, mainly attributable to the decrease in other loss for FY2024.

1H2024 vs 1H2023

For 1H2024, the significant decrement in revenue was mainly attributable to the revenue generated from Hong Kong decreased to approximately HK$2.2 million from approximately HK$5.1 million for 1H2023, representing a decrease of approximately 56.4%, driven by the changing consumption patterns of Hong Kong visitors and residents. Nonetheless, the revenue generated from Taiwan for 1H2024 has turned around and increased to approximately HK$1.3 million from approximately HK$1.1 million, and such increase was primarily attributable to the business in Taiwan has improved with more outreach to potential clients. While the total revenue from the operations in Southeast Asia has remained relatively stable with approximately HK$0.2 million and HK$0.3 million for 1H2024 and 1H2023, respectively.

The Group's loss for the period decreased from approximately HK$6.7 million for 1H2023 to approximately HK$4.2 million for 1H2024, which was mainly attributable to the decrease in administrative and other operating expenses from approximately HK$6.3 million for 1H2023 to approximately HK$3.3 million for 1H2024, mainly contributed by the decrease in net foreign exchange loss, directors' remuneration and staff costs.

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Extract of the Group's consolidated statement of financial position

	As at 31 March 2023 (audited) HK$’000	As at 31 March 2024 (audited) HK$’000	As at 30 September 2024 (unaudited) HK$’000
Non-current assets	436	421	470
Property, plant and equipment	105	86	74
Right-of-use assets	213	335	396
Current assets	25,484	14,836	12,238
Trade and other receivables	5,799	4,115	3,700
Cash and cash equivalents	12,995	9,938	8,301
Financial assets at fair value through profit or loss	5,699	–	–
Current liabilities	(8,226)	(9,679)	(7,793)
Trade and other payables	(7,916)	(9,319)	(7,353)
Net current assets	17,258	5,157	4,445
Non-current liabilities	–	(102)	(49)
Net assets	17,694	5,476	4,866

Source: Annual Report and Interim Report

31 March 2023 vs 31 March 2024

As illustrated above, total assets of the Group decreased from approximately HK$25.9 million as at 31 March 2023 to approximately HK$15.3 million as at 31 March 2024, which was primarily due to the decrease in financial assets at fair value through profit or loss from approximately HK$5.7 million as at 31 March 2023 to nil as at 31 March 2024, representing a decrease of approximately 40.9%. As at 31 March 2023 and 2024, the Group's cash and cash equivalents amounted to approximately HK$13.0 million and HK$9.9 million respectively.

The Group's total liabilities increased from approximately HK$8.2 million as at 31 March 2023 to approximately HK$9.8 million as at 31 March 2024, which was mainly due to the increase in trade and other payables from approximately HK$7.9 million as at 31 March 2023 to approximately HK$9.3 million as at 31 March 2024, representing an increase of approximately 19.5%.

31 March 2024 vs 30 September 2024

As at 30 September 2024, total assets of the Group decreased from approximately HK$15.3 million as at 31 March 2024 to approximately HK$12.7 million as at 30 September 2024, which was primarily due to the decrease in the cash and cash equivalents to approximately HK$8.3 million from approximately HK$9.9 million as at 31 March 2024, representing a decrease of approximately 17.0%.

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

The Group's total liabilities decreased from approximately HK$9.8 million as at 31 March 2024 to approximately HK$7.8 million as at 30 September 2024, which was mainly due to the decrease in trade and other payables from approximately HK$9.3 million as at 31 March 2024 to approximately HK$7.4 million as at 30 September 2024, representing a decrease of approximately 20.4%.

1.2 Outlook and prospects of the Group

According to the Interim Report, as a result of weaker economies following a slower than expected post-pandemic recovery, the advertising industry in the markets we operate in remained sluggish. Advertisers are reluctant to increase their advertising spending and are especially cautious about experimenting new media channels.

The Group also mentioned that the Company has been actively implementing strategic plans to improve by 1) increasing manpower to reach out inactive and new customers, 2) offering free trial for its key services to attract new business opportunities, 3) further promoting the new affiliate service to attract new clients, 4) launching new services such as one that can assist clients in carrying out market promotion on the new social media platform Threads and 5) upgrading the existing social viral services to deliver better performance results. Considering the historical financial information of the Group as mentioned under subsection 1.1 above, we are of the view that it is reasonable for the Company to allocate more resources for the expansion and development in the principal business of the Group to general more potential business return to benefit the Shareholders if they think fit.

2. Our view on the reasons for the Rights Issue and the intended use of proceeds

2.1 The funding needs

As stated in the "Letter from the Board" the Circular, the Company has assessed the potential market value of the PRC and Southeast Asia, and considered it in the interests of the Company and its Shareholders as a whole to capitalize on emerging opportunities and the increasing demand for digital advertising in these dynamic regions and replicate its success on different social media platforms.

Part of the proceeds from the Rights Issue will be allocated to several key initiatives aimed at driving growth and engagement. Firstly, funds will be used to offer prizes, gifts, and coupons to attract new members, incentivizing participation and expanding the Group's user base in its social viral service and engager service. The Group's social viral service allows its clients to show their advertising contents, in the form of videos, images and websites, directly to the members of the Group on the Group's platforms within their criteria of target audience. The Group's engager service helps the Group's clients achieve their marketing objectives by inviting the members of the Group, who are the target audience of the Group's client, to involve and engage in their advertising campaigns. In addition to the Group's established operations in Malaysia and the Philippines, the Company proposes to pursue geographic expansion into Thailand following reviews of the current developments within the country. The Company aims to further diversify its operations, tap into new customer segments, and enhance its overall competitive

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positioning in the Southeast Asia region. Mr. Lee Wing Leung Garlos, the Executive Director and co-founder of the Group, is currently responsible for the overall management of the organization, overseeing all operations, including sales, marketing, client services, human resources, and finance, as well as the Group's business operations in the Southeast Asia region. The Company believes that Mr. Lee Wing Leung Garlos's extensive experience in fostering development in Southeast Asia will continue to contribute to the Group's geographic expansion strategy. The Group will further invest in targeted marketing efforts to reach new business clients, enhancing the Group's visibility and outreach. These development strategies were in line with the strategic plans as mentioned in the Interim Report, which the Company is of the view that such will facilitate substantial growth of the Group's business in the Southeast Asia region.

Additionally, especially for the PRC market, the Company intends to (i) further establish business network and infrastructure in the PRC and the related office expenses in operations in the PRC will also be covered to support the Group's expanding footprint; (ii) allocate funds for the development of new applications and interfaces, as well as the necessary server infrastructure, to improve user experience and functionality; and (iii) enhance the capabilities of the Group in developing tailored-made advertising strategies and content specifically designed for Xiaohongshu and Douyin, leveraging on their unique features and user demographics to create more engaging and effective campaigns that resonate with local consumers in the PRC.

We noted that according to the "The 14th Five-Year Plan for Advertising Industry Development" issued by the State Administration for Market Regulation in the PRC on 27 April 2022 (https://www.gov.cn/xinwen/2022-04/27/content_5687432.htm) and "Digital Economy Promotes Common Prosperity Implementation Plan" issued by both the National Development and Reform Commission and National Data Administration on 23 December 2023 (https://www.gov.cn/zhengce/zhengceku/202401/content_6924631.htm), the PRC government encourages digital marketing in the next five years and strongly support to the growth of the digital advertising market in the PRC. We also noted that the economic growth in Southeast Asia market in the next 10 years from the "Southeast Asia Outlook 2024-2034" jointly issued by Singapore Angsana Council, Bain & Co and DBS Bank (https://www.dbs.com.hk/treasures-private-client/aics/economics/templatedata/article/generic/data/en/GR/082024/240801_insights_sea_outlook.xml). The report predicts that the GDP of six major economies in Southeast Asia namely Indonesia, Malaysia, Philippines, Singapore, Thailand and Vietnam will grow at an average annual rate of 5.1% by 2034, which is higher than other countries in the world, which demonstrated there is reasonable potential growth in the Southeast Asia market. Considering the weakening Hong Kong market driven by the changing consumption patterns of Hong Kong visitors and residents and the growing of PRC and Southeast Asia markets, we concurred with the Management that these geographical expansion plans in the PRC and Southeast Asia could possibly, enable the Company to capitalize on emerging opportunities and the increasing demand for digital advertising in these dynamic regions.

Furthermore, the Group will recruit individuals with Xiaohongshu accounts in the PRC, Taiwan, Hong Kong and Malaysia. These influencers will assist advertisers in promoting their brands, products, and services by posting engaging copy, photos, and videos on their accounts, thereby creating a viral impact. The Group also intended to

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allocate approximately HK$7.0 million to strengthen the existing network, enhancing infrastructure and technology capabilities of the Group. These strategic plans are also in line with increasing manpower to reach out inactive and new customers and further promoting the new affiliate service to attract new clients as stated in the Interim Report.

To further assess the fairness and reasonableness of the proposed use of Rights Issue proceeds, we have reviewed (i) the geographical expansion plan in the PRC and Southeast Asia and plan to strengthen the existing market; (ii) operating plans and budgets showing expected operation costs and marketing expenses; and (iii) background information on the management team of operations in the Southeast Asia region, including Mr. Lee Wing Leung Garlos, the Executive Director and co-founder of the Group, who has extensive experience in fostering development in Southeast Asia will continue to contribute to the Group's geographic expansion strategy. Ms. Cai Ying, the Executive Director of the Company, who has a solid background in media and advertising, with significant experience in the PRC. Her work in the media and advertising field has provided her with a good understanding on the industry dynamics. Besides, the Company will explore and intends to recruit additional personnel with expertise in media and advertising within the PRC. Based on our review of the documents, it is noted that (i) the approximately HK$25.5 million of net proceeds for cover the estimated operation expenses of approximately HK$16.8 million and marketing expense of approximately HK$8.7 million are expected to be fully utilized by the end of 2026; (ii) the operating plan demonstrates clear implementation timeline and resource requirements; and (iii) the management team of the Group possess the relevant knowledge and experience to provide technical expertise and industry know-how for the development of the online advertising services and promotion of the online platform of the Group.

As at 30 September 2024, the Group recorded total assets of approximately HK$12.7 million which mainly comprised cash and cash equivalents of approximately HK$8.3 million. Taking into consideration the Group's business is asset-light in nature which securing borrowings from financial institutions would be more difficult without any pledged assets, the Directors consider that it is financially prudent for the Group to conduct equity financing by way of the Rights Issue to strengthen its general working capital reserve and to finance the development of its principal business.

As disclosed in the "Letter from the Board" in the Circular, assuming full subscription under the Rights Issue, the expected gross proceeds of the Rights Issue will be up to approximately HK$40.8 million and the relevant expenses would be approximately HK$2.3 million, which includes placing commission and professional fees payable to financial adviser, legal advisers and other parties involved in the Rights Issue. Accordingly, the estimated net proceeds of the Rights Issue, after deducting the related expense, will be up to approximately HK$38.5 million. The Company intends to apply approximately HK$25.5 million of the net proceeds from the Rights Issue for the expansion and development in the business of online advertising services and promotion of the online platform of the Group, among which (a) approximately HK$18.5 million will be dedicated to geographic expansion in Southeast Asia and PRC, thereby enabling the Company to capitalize on emerging opportunities and the increasing demand for digital advertising in these dynamic regions; and (b) approximately HK$7.0 million will be utilized to strengthen the existing network, enhancing infrastructure and technology

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capabilities of the Group. Based on the information provided by the Management, we note that the Company would allocate the proceeds from the Rights Issue of approximately HK$13.0 million for its general working capital including but not limited to operational costs, staff costs, rental expenses, professional fees of the Group.

We have also obtained the details of proceeds for the general working capital. Based on the information provided by the management of the Company, we note that the Company would allocate the proceeds from the Rights Issue of approximately HK$13.0 million for its operational costs, staff costs, rental expenses, professional fees and other office overheads for around six to nine months.

In the event that there is an under-subscription of the Rights Issue, the net proceeds of the Rights Issue will be allocated and utilised in accordance with the same proportion to the above uses.

We are of the view that the proposed Rights Issue was in line with the Company's business plan as disclosed in the Interim Report, and it is reasonable for the Company to allocate the net proceeds into approximate 70/30 portion for its expansion and development in the business of online advertising services and promotion of the online platform of the Group (i.e. HK$25.5 million) versus replenishing the general working capital of the Group (i.e. HK$13.0 million), considering that the 70% of the Rights Issue proceeds is for investing in the revenue generating business which the Company will continue to strengthen (i) the existing network, enhancing infrastructure and technology capabilities of the Group; and (ii) the geographic expansion in Southeast Asia and PRC markets is expected to incur significant costs arising from the corresponding recruitment and marketing activities. Whilst the Company also need to sustain its administrative costs, a smaller proportion of the Rights Issue proceeds allocated to the general working capital is considered reasonable. After considering (i) the Group's financial position; (ii) proceeds from the Rights Issue with no additional financial burden to the Group to satisfy its expansion and development needs such as geographic expansion in Southeast Asia; (iii) the use of proceeds to strengthen the existing network, enhancing infrastructure and technology capabilities of the Group; (iv) the use of proceeds for the general working capital of the Group; and (v) the potential fund size from the Rights Issue, we consider that the equity fund raising by the Rights Issue can provide a sizeable financial resources for the expansion and the business development of the Group, therefore the Rights Issue is in the interest of the Company and the Shareholders as a whole.

2.2 Fund-raising alternatives

We have discussed with the Management that the Board has considered the pros and cons of alternative fund-raising methods, including but not limited to debt financing and equity financing such as placing of the new Shares and open offer, before resolving to proceed with the Rights Issue, which are summarized as follows:

The Board noted that bank borrowing, if available, would result in an additional interest burden of the Company and create pressure to the liquidity of the Company. The restrictive covenants in the loan transaction documents as may be imposed by the bank will also restrict the business activities of the Group. Hence, the Board does not consider it

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to be beneficial to the Company. As for placing new Shares, it would lead to immediate dilution in the shareholding interest of Shareholders without offering them the opportunity to participate in the enlarged capital base of the Company and it is relatively smaller in scale as compared to fund raising through rights issue. As for open offer, while it is similar to a rights issue, offering Qualifying Shareholders to participate, it does not allow free trading of rights entitlements in the open market. As opposed to the open offer, Rights Issue would allow Qualifying Shareholders to participate in the future development of the Company and at the same time offer more flexibility to the Qualifying Shareholders to choose whether to maintain their respective pro-rata shareholding interests in the Company and dealing with the Shares. We are of the view that such consideration is fair and reasonable, given the Company places the Shareholders' right of interests as a priority, and the Shareholders also have the discretion to decide whether to participate in the proposed Rights Issue or not at a substantial discount of the prevailing market price of the Shares.

We are of the view that the proposed Rights Issue provides certainty and flexibility for the Shareholders in whether to get the proportionate entitlements with their respective shareholdings, which is fair and reasonable.

3. Principal terms of the Rights Issue and the Placing

3.1 Terms of the Rights Issue

Set out below is the summary of the principal terms of the Rights Issue, further details of which are set out in the "Letter from the Board" in the Circular:

Basis of the Rights Issue : Two (2) Rights Shares for every one (1) Share held by the Shareholders at the close of business on the Record Date

Subscription Price : HK$0.0850 per Rights Share

Net subscription price per Rights Share (i.e. Subscription Price less Rights Issue expenses) : Approximately HK$0.0802 per Rights Share

Number of Shares in issue as at the Latest Practicable Date : 239,999,996 Shares

Number of Rights Shares to be issued under the Rights Issue : Up to 479,999,992 Rights Shares (assuming there is no change to the total number Shares in issue on or before the Record Date)

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Total number of Shares in issue as enlarged by the allotment and issue of the Rights Shares
: Up to 719,999,988 Shares (assuming there is no change to the total number of Shares in issue on or before the Record Date and all Rights Shares are taken up by the Qualifying Shareholders)

Maximum amount to be raised before expenses (assuming the Rights Issue is fully subscribed)
: Up to approximately HK$40.8 million before expenses (assuming there is no change to the total number of Shares in issue on or before the Record Date and all Rights Shares are taken up by the Qualifying Shareholders)

Aggregate nominal value of the Rights Shares
: HK$4.8 million (assuming there is no change to the total number of Shares in issue on or before the Record Date and all Rights Shares are taken up by the Qualifying Shareholders)

As at the Latest Practicable Date, the Company has no outstanding convertible bonds, options, derivatives, warrants, conversion rights or other similar rights entitling holders thereof to subscribe for or convert into or exchange into Shares. The Company has no intention to issue or grant any Shares, convertible securities, warrants and/or options on or before the Record Date. For further information of the Rights Issue and the Placing, please refer to the "Letter from the Board" in the Circular.

Assuming there is no change in the total number of Shares in issue on or before the Record Date and that no new Shares (other than the Rights Shares) will be allotted and issued on or before completion of the Rights Issue, the 479,999,992 Rights Shares to be issued pursuant to the terms of the proposed Rights Issue represents (i) 200.0% of the issued share capital of the Company immediately before completion of the Rights Issue becoming effective; and (ii) 66.7% of the issued share capital of the Company as enlarged by the allotment and issue of the Rights Shares.

3.2 Terms of the Placing Agreement

The Company has entered into the Placing Agreement with the Placing Agent in relation to the placing of the Unsubscribed Rights and the NQS Unsold Rights Shares as part of the Compensatory Arrangements. Details of the Placing Arrangement are as follows:

Date: 7 February 2025 (after trading hours)

Issuer: the Company

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

Placing Agent:
Grand China Securities Limited, a corporation licensed to carry on type 1 (dealing in securities), type 2 (dealing in futures contracts), type 4 (advising on securities) and type 9 (asset management) regulated activities under the SFO, is appointed as the Placing Agent to procure, on a best efforts basis, independent Placees to subscribe for Unsubscribed Rights Shares and the NQS Unsold Rights Shares.

To the best of the Directors' knowledge, information and belief having made all reasonable enquiries, the Placing Agent and its ultimate beneficial owner(s) are Independent Third Parties.

Placing Period:
The period from Tuesday, 8 April 2025 up to 4:00 p.m. on Tuesday, 22 April 2025, or such other dates as the Company may announce, being the period during which the Placing Agent will seek to effect the Placing.

No fees shall be paid by the Company if the Placing is not completed.

Placing price:
The placing price of each of the Unsubscribed Rights Shares and/or the NQS Unsold Rights Shares (as the case may be) shall be not less than the Subscription Price.

The determination of the final price is dependent on the demand and market conditions for the Unsubscribed Rights Shares and/or the NQS Unsold Rights Shares during the process of Placing.

For the avoidance of doubt, no Placee shall become a substantial shareholder of the Company.

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

Condition
Precedent:
The obligations of the Placing Agent and the Company under the Placing Agreement are conditional upon, among other things, the following conditions being fulfilled (or being waived by the Placing Agent in writing, if applicable):

(iv) the Placing Agreement not having been terminated in accordance with the provisions thereof, including provisions regarding the termination events,

the Placing Agent may, in its absolute discretion, waive the fulfilment of all or any or any part of the conditions (other than those set out in paragraphs (i) to (ii) above) by notice in writing to the Company.

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

In the event that the above condition precedents have not been fulfilled on or before the Placing Long Stop Date, all rights, obligations and liabilities of the parties thereunder in relation to the Placing shall cease and determine and none of the parties shall have any claim against the other in respect of the Placing (save for any antecedent breaches thereof).

For the avoidance of doubt, if all the Rights Shares are fully subscribed under the Rights Issue, the Placing will not proceed.

Termination:

The Placing Period shall end at 4:00 p.m. on Wednesday, 30 April 2025.

Notwithstanding anything contained in the Placing Agreement, the Placing Agent shall be entitled, without any liability to the Company, by notice in writing to the Company served prior to the 4:00 p.m. on Friday, 2 May 2025 (i.e. the Latest Placing Time), to terminate the Placing Agreement, if, prior to the Latest Placing Time:

(a) in the reasonable opinion of the Placing Agent, the success of the Placing would be materially and adversely affected by:

(i) the occurrence of any local, national or international event or change (whether or not forming part of a series of events or changes occurring or continuing before, and/or after the date hereof), of a political, military, financial, economic or other nature, or in the nature of any local, national or international outbreak or escalation of hostilities or armed conflict, or affecting local securities markets which may, in the reasonable opinion of the Placing Agent, materially and adversely affect the business or the financial or trading position or prospects of the Group as a whole; or

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(c) any material breach of any of the representations and warranties by the Company that comes to the knowledge of the Placing Agent, or any event occurs or any matter arises on or after the date of this Agreement and prior to the Latest Placing Time which, if it had occurred or arisen before the date of the Placing Agreement, would have rendered any of such representations and warranties untrue or incorrect in any material respect, or there has been a material breach by the Company of any other provision of the Placing Agreement.

The Company shall use its best endeavours to procure the fulfillment of such conditions precedent to the Placing Agreement by the Placing Long Stop Date. If any of the conditions precedent to the Placing Agreement have not been fulfilled by the Placing Long Stop Date or become incapable of being fulfilled (subject to the Placing Agent not exercising its rights to waive or extend the time for fulfillment of such conditions), then the Placing will lapse and all rights, obligations and liabilities of the Company and the Placing Agent in relation to the Placing shall cease and determine, save in respect of any accrued rights or obligations under the Placing Agreement or antecedent breach thereof.

Considering the funding needs of the Company and the difficulties in conducting alternative fund-raising methods as discussed under the sub-section headed "2.1 The funding needs" and "2.2 Fund-raising alternatives" in this letter, as the Placing offers additional means to facilitate the subscription of the untaken portion of the Rights Issue to the maximum extent, we consider that adopting the Placing is in the interests of the Company and the Shareholders.

The Placing Price

The placing price of the Unsubscribed Rights Shares and/or NQS Unsold Rights Shares shall not be less than the Subscription Price, and the final price determination will depend on the demand for and the market conditions of the Unsubscribed Rights Shares and/or the NQS Unsold Rights Shares during the placement process. As we consider that the Subscription Price is fair and reasonable as discussed in the sub-section headed "3.3 Subscription Price" below in this letter,

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we also consider the arrangement of setting the placing price at or above the Subscription Price to be fair and reasonable.

The Placing Commission

According to the Placing Agreement, the Company will pay the Placing Agent a placing commission (the "Placing Commission") in Hong Kong Dollars of 3.0% of the amount which is equal to the placing price multiplied by the number of Unsubscribed Rights Shares and NQS Unsold Rights Shares successfully placed by the Placing Agent and/or its sub-placing agent(s). To assess the fairness and reasonableness of the Placing Commission, we have considered the commission charged by placing agents of the Comparables (as defined below), where applicable. We noted that the placing commission paid by these companies ranged from 0% to 3.5%. The Placing Commission of 3.0% falls within the range of the Comparables. Hence, we consider that the Placing Commission pursuant to the Placing Agreement is fair and reasonable.

Taking into consideration (i) the Subscription Price and the Placing Price are fair and reasonable; (ii) the Placing offers additional means to raise funds for the Company; (iii) the competitive nature of the Placing Commission relative to market norms, we concur with the Management that the terms of the Rights Issue and the Placing are fair and reasonable.

3.3 Subscription Price

As stated in the "Letter from the Board" in the Circular, the Subscription Price was determined by the Company with reference to, among others, (i) the recent market price of the Shares under the prevailing market conditions; (ii) the prevailing market conditions of the capital market in Hong Kong; (iii) the financial position of the Group; and (iv) the amount of funds the Company intends to be raised under the Rights Issue. For details of the Directors' rationale for determining the Subscription Price, please refer to the section headed "REASONS FOR THE RIGHTS ISSUE AND THE USE OF PROCEEDS" under the "Letter from the Board" in the Circular.

The Subscription Price of HK$0.0850 per Rights Share represents:

(i) a discount of approximately 15.00% to the closing price of HK$0.1000 per Share as quoted on the Stock Exchange on the Last Trading Day;

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(v) a premium of approximately 319.24% to the latest published unaudited consolidated net asset value per Share as at 30 September 2024 of approximately HK$0.0203 (based on the interim report of the Company published on 26 November 2024 in relation to, among others, the interim results of the Company for the six months ended 30 September 2024); and a theoretical dilution effect (as defined under Rule 10.44A of the GEM Listing Rules) of approximately 11.58%, represented by the theoretical diluted price of approximately HK$0.0909 per Share to the benchmarked price (as defined under 10.44A of the GEM Listing Rules, taking into account the closing price on the Last Trading Day of HK$0.1000 per Share and the average of the closing prices of the Shares as quoted on the Stock Exchange for the past five consecutive trading days prior to the date of the Announcement of approximately HK$0.1028 per Share) of approximately HK$0.1028 per Share.

The Directors consider that the discount of the Subscription Price would encourage Shareholders to participate in the Rights Issue and accordingly maintain their shareholdings in the Company and participate in the future growth and development of the Group. After taking into consideration the reasons for the Rights Issue as discussed under the section headed "2. Our view on reasons for the Rights Issue and the intended use of proceeds" in this letter, we consider the terms of the Rights Issue, including the Subscription Price, to be fair and reasonable and in the interests of the Company and the Shareholders as a whole.

In order to assess the fairness and reasonableness of the Subscription Price, we have performed a review on the daily closing prices and trading volume of the Shares from 7 February 2024 to and including the Last Trading Day (the "Share Price Review Period") (being a period of 12 months prior to and including the Last Trading Day) and compared with the Subscription Price. We consider that the Share Price Review Period is adequate and representative to illustrate the recent price movement of the Shares for conducting a reasonable comparison among the historical closing prices prior to the Announcement and such comparison is relevant for the assessment of the fairness and reasonableness of the Subscription Price, as the share price before the Announcement represent a fair market value of the Company and the Shareholders had expected, while that after the Announcement, the value may have taken into account the potential effect of the Rights Issue which may distort the analysis.

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

Historical closing price of the Share during the Share Price Review Period

Source: the website of the Stock Exchange

During the Share Price Review Period, the closing prices of the Shares fluctuated between the lowest of HK$0.094 per Share and the highest of HK$0.315 per Share, with an average closing price of approximately HK$0.165 per Share. As shown in the above chart, the closing price of the Share generally showed a decreasing trend from the highest closing price of HK$0.315 per Share on 11 April 2024 to the lowest closing price of HK$0.094 per Share on 18 and 19 November 2024, which represents a decrease of approximately 70.2%. Overall, we did not notice any specific reasons for the aforementioned movements of the closing prices during the Share Price Review Period, save for (i) the publication of voluntary announcements of the Company in relation to disposals of shares by the substantial shareholder on 23 and 27 December 2024; (ii) the publication of announcement of the Company in relation to change of auditor on 12 December 2024; (iii) the publication of announcement of the Company in relation to issue of new shares under general mandate on 9 April 2024; (iv) the publication of Annual Report on 28 June 2024; and (v) the publication of Interim Report on 26 November 2024. As advised by the Management, the Company is also not aware of any reasons for the aforementioned Share price fluctuations. The reasons for these fluctuations remain unclear, aside from possible market reactions to announcements made by the Company during that time. Despite the obvious upward movements in April 2024, the overall trend indicates a consistent decrease in the closing prices throughout the Share Price Review Period.

IFA-21 -

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

The Subscription Price of HK$0.085 represents (i) a discount of approximately 73.02% to the highest closing price of HK$0.315 per Share; (ii) a discount of approximately 9.57% to the lowest closing price of HK$0.094 per Share; and (iii) a discount of approximately 48.50% to the average closing price of HK$0.165 per Share over the Share Price Review Period. Although the Subscription Price is out of range of the closing price of the Shares during the Share Price Review Period as mentioned above, after considering that (i) the closing price of the Shares has been decreasing during the Share Price Review Period which indicates that market sentiment to the Shares is relatively negative; (ii) the low liquidity of the Shares as discussed in sub-section headed "3.4 Historical trading liquidity of the Shares" below in this letter indicating that the Shares were generally illiquid in the open market and thus we consider that the Company is unlikely to be able to raise equity funds from third parties without a discount to the prevailing market price of the Shares; (iii) the funding needs for the expansion and development in the business of online advertising services and promotion of the online platform of the Group, and other intended usages as discussed in the section headed "2. Our view on the reasons for the Rights Issue and the intended use of proceeds" above in this letter; and (iv) it is a common market practice to set the subscription price at a discount to the prevailing market prices of the relevant shares in order to increase the attractiveness and encourage shareholders to participate in the rights issue and the Subscription Price represents a discount of approximately 15.00% to the closing price of HK$0.1000 per Share on the Last Trading Day to encourage the existing shareholders to participate in a rights issue as to meet the need of equity fund raising. Such price discount is also within the range in the comparable analysis as discussed in the sub-section headed "3.5 Comparison with recent rights issue exercises" below in this letter, we consider that the discount of the Subscription Price is fair and reasonable and the Rights Issue is in the interests of the Company and the Shareholders as a whole.

IFA-22 -

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

3.4 Historical trading liquidity of the Shares

The table below sets out the average daily trading volume of the Shares for each month during the Share Price Review Period.

Month	Trading days	Trading volume	Average daily trading volume of Shares	Average daily trading volume as a percentage to the total number of issued Shares as at the end of each month/period (Note 1) (%)
2024
February (from 7 February 2024)	15	106,000	7,067	0.0035%
March	20	44,000	2,200	0.0011%
April	20	3,164,000	158,200	0.0659%
May	21	470,000	22,381	0.0093%
June	19	102,000	5,368	0.0022%
July	22	502,000	22,818	0.0095%
August	22	106,000	4,818	0.0020%
September	19	58,000	3,053	0.0013%
October	21	2,580,000	122,857	0.0512%
November	21	880,000	41,905	0.0175%
December	20	68,708,000	3,435,400	1.4314%
2025
January	19	136,868,000	7,203,579	3.0015%
February (up to the Last Trading Day) (7 February 2025)	5	32,770,000	6,554,000	2.7308%
Max			7,203,579	3.0015%
Min			2,200	0.0011%
Average			919,137	0.5636%

Source: Website of the Stock Exchange
Note 1: Calculated based on the total number of the Shares at the end of each month.

IFA-23 -

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

We noted from the above table that the liquidity of the Shares was generally thin during the Share Price Review Period, with an average daily trading volume of 919,137 Shares, representing approximately 0.3830% of the total issued Shares. The average daily trading volume of the Shares over total number of Shares in issue were in the range of approximately 0.0011% to approximately 3.0015% with an average of approximately 0.5636%, which demonstrated that the Shares are lack of liquidity in the open market. Investors are not actively trading the Shares.

Except for the months of December 2024 and January and February 2025, the average daily trading volume as a percentage to the total number of issued Shares during the Share Price Review Period were lower than 1.0%. After the PRC government announced to put forward its stimulus measures to bolster the economy and the stock market on 24 September 2024 which in turn affected the substantial surge of Hang Seng Index of the Hong Kong stock market, the trading liquidity of the Shares remained relatively thin.

In light of the analysis of the trading liquidity of the Shares during the Share Price Review Period, we are of the view that the Shares are in thin trading liquidity circumstances. Also, considering the Company recorded net loss position of approximately HK$4.2 million for the six months ended 30 September 2024, the Shareholders may be more conservative about purchasing more Shares.

Given the closing price of the Shares has been decreasing since April 2024 as shown above and the trading of the Shares was relatively thin during the Share Price Review Period as discussed above, we consider that the Company would likely face difficulty in raising equity funds from third parties without offering a substantial discount to the prevailing market price of the Shares. Considering the low trading liquidity and the closing price of the Shares has been decreasing during the Share Price Review Period, we are of the view that the Rights Issue is an appropriate equity financing method for the Group, and the Subscription Price is fair and reasonable.

3.5 Comparison with recent rights issues exercise

In order to assess the fairness and reasonableness of the Subscription Price, we have identified an exhaustive list of 38 rights issue transactions (the "Comparables") announced by other companies listed on the Stock Exchange during the period from 7 August 2024 up to the Last Trading Day (the "Comparable Review Period"), excluding those rights issue transactions that have been terminated as at the Last Trading Day or were proposed by companies, the shares of which were in prolonged suspension on the date of the relevant announcement with trading suspension for over three months or more according to the "Prolonged Suspension Status Report" released monthly by the Stock Exchange. Although the Comparables include rights issue on different basis, engaged in different business or have different financial performance and funding needs from the Company, having considered that: (i) all of the Comparables and the Company are listed on the Stock Exchange; (ii) our analysis is mainly concerned with the principal terms of the rights issue and we are not aware of any established evidence showing any correlation between the entitlement basis of the rights issue and its underlying principal terms; (iii) we have included transactions conducted by the Comparables with different funding needs and business represent a more comprehensive overall market sentiment in our

IFA-24 -

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

comparable analysis; (iv) an approximately six-month period for the selection of the Comparables has generated a reasonable samples size to reflect the market practice regarding rights issue in the recent period; and (v) the Comparables were included without any artificial selection or filtering on our part that so the Comparables represent a true and fair view of the recent market trends for similar rights issue transactions conducted by other issuers listed on the Stock Exchange, we consider that the list of Comparables are fair and representative samples. In addition, we consider that the Comparable Review Period is adequate and fair and representative given that (i) such period would provide us with the recent and relevant information in relation to the rights issue to demonstrate the prevailing market practices prior to the Last Trading Day under the prevailing market conditions; and (ii) we are able to identify sufficient number of samples of 38 representative Comparables that meet the aforesaid criteria for comparison analysis in such period.

IFA-25 -

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

The Comparables listed below have been identified through our research using public information. We believe that it is an exhaustive list based on our selection criteria. The major terms of the rights issue conducted by the Comparables are summarised below:

Announcement date	Company name	Stock code	Basis for entitlement	Fundraising scale (Maximum Gross Proceeds) HK$ million	Premium/(Discount) of the subscription price over/to
					Closing price (%)	the theoretical ex-rights entitlement price (%)	the latest net asset value per Share (%)	Theoretical dilution effect (Note 3) (%)	Excess application or compensatory arrangements	Placing commission	Underwritten
27-Jan-25	Colour Life Services Group Co., Limited	1778	1 for 4	61.36	0	N/A	N/A	0.43	Excess application	N/A — No placing	No
17-Jan-25	Wan Kei Group Holdings Limited	1718	1 for 1	23.00	(29.82)	(17.53)	(74.36)	17.64	Compensatory arrangement	3.00%	No
31-Dec-24	China Demeter Financial Investments Limited	8120	1 for 2	15.59	(25.00)	(18.18)	(59.08)	8.55	Compensatory arrangement	2.50%	No
27-Dec-24	China Kingstone Mining Holdings Limited	1380	2 for 5	21.20	16.28	11.11	(65.60)	Premium	Compensatory arrangement	2.25%	No
20-Dec-24	Mansion International Holdings Limited	8456	4 for 1	30.70	(22.90)	(5.50)	N/A	18.80	Compensatory arrangement	1.50%	No
19-Dec-24	HSC Resources Group Limited	1850	4 for 1	73.27	(24.29)	(23.26)	N/A	19.43	Compensatory arrangement	1.50%	No
13-Dec-24	China Energy Storage Technology Development Limited	1143	2 for 1	94.20	(36.36)	(16.00)	(90.50)	24.24	Compensatory arrangement	1.50%	No
13-Dec-24	Royal Century Resources Holdings Limited	8125	3 for 1	39.15	(23.95)	(7.30)	(82.69)	17.96	Compensatory arrangement	2.00%	No
10-Dec-24	KNT Holdings Limited	1025	3 for 1	44.00	(9.38)	(2.52)	(59.90)	8.08	Compensatory arrangement	3.00%	No

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

Announcement date	Company name	Stock code	Basis for entitlement	Fundraising scale (Maximum Gross Proceeds) HK$ million	Premium/(Discount) of the subscription price over/to
					Closing price (%)	the theoretical ex-rights entitlement price (%)	the latest net asset value per Share (%)	Theoretical dilution effect (Note 3) (%)	Excess application or compensatory arrangements	Placing commission	Underwritten
6-Dec-24	Xinming China Holdings Limited	2699	4 for 1	84.20	(13.80)	N/A	N/A	16.90	Compensatory arrangement	3.00%	No
3-Dec-24	Graphex Group Limited	6128	3 for 1	119.70	(32.00)	(10.53)	(51.51)	24.00	Compensatory arrangement	1.50%	No
2-Dec-24	Luxxu Group Limited	1327	1 for 1	16.20	(44.44)	(28.57)	(79.45)	22.22	Compensatory arrangement	1.50%	No
21-Nov-24	Legend Strategy International Holdings Group Company Limited	1355	1 for 1	47.30	(49.71)	(33.08)	N/A	24.86	Excess application	N/A — No placing	No
21-Nov-24	Elife Holdings Limited	223	1 for 5	27.12	(6.54)	(9.09)	(96.10)	0.61	Excess application	N/A — No placing	No
19-Nov-24	China Wood International Holding Co., Limited	1822	1 for 1	45.60	(45.00)	(29.10)	N/A	24.90	Excess application	N/A — No placing	No
15-Nov-24	Global Strategic Group Limited	8007	4 for 1	51.10	(12.50)	(3.20)	(92.40)	11.30	Excess application	N/A — No placing	yes
12-Nov-24	HG Semiconductor Limited	6908	1 for 4	91.30	(36.00)	(31.00)	(44.20)	8.30	Compensatory arrangement	1%	No
11-Nov-24	Far East Holdings International Limited	36	2 for 1	72.75	(35.77)	(15.66)	(80.59)	23.85	Compensatory arrangement	2.50%	No
6-Nov-24	China Water Industry Group Limited	1129	1 for 1	93.68	(49.44)	(32.84)	(93.95)	21.72	Compensatory arrangement	2.00%	No
31-Oct-24	Yuzhou Group Holdings Company Limited	1628	49 for 100	112.20	(73.68)	(65.27)	N/A	24.23	Excess application	N/A — No placing	No

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

Announcement date	Company name	Stock code	Basis for entitlement	Fundraising scale (Maximum Gross Proceeds) HK$ million	Premium/(Discount) of the subscription price over/to
					Closing price (%)	the theoretical ex-rights entitlement price (%)	the latest net asset value per Share (%)	Theoretical dilution effect (Note 3) (%)	Excess application or compensatory arrangements	Placing commission	Underwritten
22-Oct-24	IRC Limited	1029	1 for 2	362.10	(15.00)	(10.50)	(67.30)	4.90	Excess application	N/A — No placing	No
21-Oct-24	China 33 Media Group Limited	8087	3 for 2	19.40	(7.41)	(3.23)	N/A	5.12	Compensatory arrangement	1.50%	No
18-Oct-24	Kingkey Financial International (Holdings) Limited	1468	1 for 2	542.59	(2.56)	(4.04)	(65.50)	0.00	Excess application	N/A — No placing	No
18-Oct-24	Gaodi Holdings Limited	1676	1 for 2	30.80	(37.90)	(12.10)	87.58	12.10	Compensatory arrangement	1%	No
15-Oct-24	Eminence Enterprise Limited	616	2 for 1	62.20	(8.00)	(2.85)	(98.98)	21.30	Excess application	N/A — No placing	No
8-Oct-24	V&V Technology Holdings Limited	8113	1 for 2	24.20	(31.51)	(23.47)	(32.23)	10.50	Excess application	N/A — No placing	No
7-Oct-24	China Water Industry Group Limited	1129	1 for 1	93.68	(49.85)	(33.20)	(93.95)	24.92	Compensatory arrangement	2.00%	No
4-Oct-24	Palinda Group Holdings Limited	8179	1 for 2	71.70	(18.70)	(13.29)	(60.86)	6.23	Excess application	N/A — No placing	No
2-Oct-24	China National Culture Group Limited	745	2 for 1	15.60	(31.97)	N/A	N/A	21.31	Compensatory arrangement	N/A — No placing	No
26-Sep-24	Innovax Holdings Limited	2680	1 for 2	12.00	(67.39)	(59.02)	(88.59)	22.78	Compensatory arrangement	1.00%	No
23-Sep-24	Hatcher Group Limited	8365	3 for 1	33.00	(31.50)	(10.40)	(94.10)	23.60	Compensatory arrangement	N/A — No placing	Yes

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

Announcement date	Company name	Stock code	Basis for entitlement	Fundraising scale (Maximum Gross Proceeds) HK$ million	Premium/(Discount) of the subscription price over/to
					Closing price (%)	the theoretical ex-rights entitlement price (%)	the latest net asset value per Share (%)	Theoretical dilution effect (Note 3) (%)	Excess application or compensatory arrangements	Placing commission	Underwritten
23-Sep-24	Shougang Fushan Resources Group Limited	639	1 for 30	425.40	1.96	1.90	(21.21)	0.06	Excess application	N/A — No placing	No
13-Sep-24	Dragon Rise Group Holdings Limited	6829	1 for 1	28.80	(48.70)	(33.10)	(89.20)	24.90	Compensatory arrangement	1%	Yes
13-Sep-24	Shougang Century Holdings Limited	103	1 for 5	129.30	8.20	1.37	(62.50)	0.00	Excess application	N/A — No placing	No
9-Sep-24	Crown International Corporation Limited	727	1 for 2	159.00	2.72	1.50	162.35	0.00	Excess application	N/A — No placing	No
4-Sep-24	China New Consumption Group Limited	8275	1 for 2	24.00	(5.66)	(4.76)	(61.90)	2.47	Compensatory arrangement	3.50%	No
2-Sep-24	Guangdong - Hong Kong Greater Bay Area Holdings Limited	1396	1 for 2	62.41	(22.03)	(15.85)	(94.87)	8.28	Excess application	N/A — No placing	No
22-Aug-24	BeijingWest Industries International Limited	2339	1 for 2	48.20	(13.85)	(9.68)	(88.72)	4.62	Excess application	0.01	No
	Maximum			542.59	16.28	11.11	162.35	24.92		3.5%
	Minimum			12.00	(73.68)	(65.27)	(98.98)	0.00		1.0%
	Average			87.05	(24.56)	(16.24)	(60.01)	13.81		1.9%
	Median			49.65	(24.12)	(12.10)	(74.36)	16.90		1.8%
	The Company	8401	2 for 1	40.80	(15.00)	(5.56)	319.24	11.58	Compensatory arrangement	3.0%	No

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

Source: website of the Stock Exchange

Notes:

Information has been extracted from the relevant announcements (including supplemental announcements) of the rights issue of the respective Comparables.
"N/A" denotes that the announcement did not disclose such information.
The theoretical dilution effect is calculated according to Rule 10.44A of the GEM Listing Rules or Rule 7.27B of the Listing Rules.

As set out in the table above, we noted that:

(a) the discount/premium of subscription price to the closing price on the last trading day of the Comparables ranged from discount of approximately 73.68% to premium of approximately 16.28%, with the average of discounts being approximately 24.56%. The Subscription Price represents a discount of approximately 15.00% to the closing price on the Last Trading Day, which is within the range and also much lower than the average discount of the Comparables;

(b) the discount/premium of subscription price to the theoretical ex-rights price of the Comparables ranged from discount of approximately 65.27% to premium of approximately 11.11%, with the average of discounts of approximately 24.56%. The Subscription Price represents a discount of approximately 5.56% to the theoretical ex-rights price per Share on the Last Trading Day which is within the range and also much lower than the average discount of the Comparables;

(c) the theoretical dilution effect of the rights issue of the Comparables ranged from 0% to approximately 24.92%, with the average of approximately 13.81%. The theoretical dilution effect of the Rights Issue of approximately 11.58% is within the theoretical dilution range and lower than the average of the Comparables;

(d) the Rights Issue is on a non-underwritten basis, which is considered to be in line with market practice, given that 35 out of 38 Comparables were also conducted on a non-underwritten basis; and

(e) the placing commission rate of 3.0% under the Placing Agreement is within the range of the placing commission rates provided by the placing agents of the Comparables, which ranged from nil to 3.50% of the amount of fund raised.

We have also considered the comparison to the net asset value per Share for our analysis. However, given that (i) the Company is relatively asset-light in nature; and (ii) the Comparables had been traded at a substantial premium of approximately 162.35% to a discount of approximately 98.98%, with an average discount of approximately 60.01% to the consolidated net asset value per Share during the Comparable Review Period, we are

IFA-30 -

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

of the view that the net asset value per Share is not a meaningful benchmark for determining the Subscription Price.

As mentioned in the "Letter from the Board" in the Circular, there will be no excess application arrangements in relation to the Rights Issue. Amongst the Comparables, 22 out of 38 Comparables did not offer excess application for its shareholders. As such, we consider the absence of excess application in rights issue is not an uncommon market practice. Instead of excess application arrangement, the Company has arranged the Compensatory Arrangements and the Placing.

It is a common market practice to set the subscription price of a rights issue at a discount to the closing share prices on the last trading day and the theoretical ex-entitlement prices in order to enhance the attractiveness of the rights issue for encouraging qualifying shareholders to participate in the rights issue.

In view of (i) the recent general downward trend of the closing price of the Shares and the trading volume of the Shares during the Share Price Review Period was generally thin as discussed in the sub-section headed "3.4 Historical trading liquidity of the Shares" above in this letter; (ii) the discounts represented by the Subscription Price all fall within the range of the Comparables; and (iii) the Rights Issue is available to all Qualifying Shareholders, we consider that the principal terms of the Rights Issue (including the Subscription Price) to be fair and reasonable to the Shareholders and in the interests of the Company and the Shareholders as a whole.

3.6 Non-underwritten Basis

The Board considers that it is in the interests of the Company to proceed with the Rights Issue on a non-underwritten basis taking into consideration (i) there are no statutory requirements regarding the minimum subscription levels in respect of the Rights Issue and there is no minimum amount to be raised under the Rights Issue; (ii) in light of (a) the recent market performance of the Shares, in particular the Company's average daily trading volume during the six months prior to and including the Last Trading Day, indicated a lack of liquidity and demand for the Shares; and (b) the latest business performance and financial position of the Group, particularly the Group experienced a decrease in revenue and recorded net loss during the six months ended 30 September 2024, the Directors consider that there would be a lack of interest for underwriters to underwrite the Rights Shares; and (iii) the Subscription Price, being set at a discount to the

IFA-31 -

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

prevailing market prices of the Shares, shall encourage the Qualifying Shareholders and investors to participate in the Rights Issue, thereby raising the necessary funding for the Company. We noted that the proposed Rights Issue will be conducted on a non-underwritten basis. According to the "Letter from the Board" in the Circular, if the Rights Issue are not fully subscribed, the net proceeds will be allocated and utilised in accordance with the same proportion to the above uses. We considered that such consistency for application of the net proceeds is fair and reasonable together with our assessment on the fairness and reasonableness on the proposed proportion under the subsection headed "2.1 The funding needs".

It is noted that 35 out of the 38 Comparable were conducted on a non-underwritten basis, which suggested that it is common practice for the recent period that the rights issue was conducted on a non-underwritten basis.

4. Possible financial effects of the Rights Issue

It should be noted that the analysis below is for illustrative purpose only and does not purport to represent how the financial position of the Group will become upon completion of the Rights Issue and the Placing.

4.1 Net tangible assets

With reference to "Unaudited pro forma financial information of the Group" as set out in Appendix II to the Circular, the unaudited consolidated net tangible assets of the Group attributable to the owners of the Company as at 30 September 2024 amounted to approximately HK$4.9 million. Upon completion of the Rights Issue, the Group will have unaudited consolidated net tangible assets of the Group attributable to owners of the Company being approximately HK$43.4 million.

4.2 Liquidity

The estimated net proceeds from the Rights Issue are expected to enhance the Group's current assets by approximately HK$40.8 million (assuming full acceptance by Qualifying Shareholders) and the Rights Issue is expected to improve the Group's liquidity position immediately after its completion.

Considering that (i) the financial position would be improved; and (ii) the Group's negotiation power for future fundraising opportunities with the third parties financial institutions will be strengthened and improved financial performance, we are of the view that the overall financial impact to the Group upon completion of the Rights Issue is in the interests of the Company and the Shareholders.

We draw attention to the Independent Board Committee and Independent Shareholders that the above analysis is based on a fully subscription basis. Subject to the fulfilment of conditions, the Rights Issue will proceed on a non-underwritten basis irrespective of the level of acceptance of provisionally allotted Rights Shares. Accordingly, if the Rights Issue is undersubscribed, the size of the Rights Issue will be reduced.

IFA-32 -

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

5. Possible dilution effect on the interests of other public Shareholders

All Qualifying Shareholders are entitled to subscribe for the Rights Shares. For those Qualifying Shareholders who take up their full provisional allotments under the Rights Issue, their shareholding interests in the Company will remain unchanged after the Rights Issue. Qualifying Shareholders who do not take up the Rights Shares can, subject to the then-prevailing market conditions, consider selling their nil-paid rights to subscribe for the Rights Shares in the market. However, they should note that their shareholdings in the Company will be diluted upon completion of the Rights Issue.

With reference to the shareholding tables in the section headed "EFFECTS ON THE SHAREHOLDING STRUCTURE OF THE COMPANY" of the "Letter from the Board" in the Circular, the shareholding interests of the existing public Shareholders would be diluted by a maximum of approximately 66.70% immediately after completion of the Rights Issue (assuming nil acceptance of the Rights Shares by the Qualifying Shareholders and all Unsubscribed Rights Shares and NQS Unsold Rights Shares have been placed by the Placing Agent).

With reference to the Letter from the Board, there will be a theoretical dilution effect (as defined under Rule 10.44A of the GEM Listing Rules) of approximately 11.58% discount represented by the theoretical diluted price of approximately HK$0.0909 per Share to the benchmarked price of approximately HK$0.1028 per Share (as defined under Rule 10.44A of the GEM Listing Rules).

Having considered (i) the dilution effect is not prejudicial as all Qualifying Shareholders are offered an equal opportunity to participate in the enlargement of the capital base of the Company and Shareholders' interests in the Company will not be diluted if they elect to exercise their full provisional allotments under the Rights Issue; (ii) the Qualifying Shareholders have the opportunity to realise their nil-paid rights to subscribe for the Rights Shares in the market, subject to availability; (iii) the Independent Shareholders are offered a chance to express their views on the terms of the Rights Issue through their votes at the EGM; and (iv) the Compensatory Arrangements will provide a compensatory mechanism for the Shareholders who take no action, we are of the view that the potential dilution effect on the shareholding, which may only happen to the Qualifying Shareholders who decide not to subscribe for their pro-rata Rights Shares, is acceptable and justifiable.

IFA-33 -

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

RECOMMENDATION

Having taken into consideration of the above principal factors and reasons regarding the major terms of the Rights Issue, we are of the opinion that the terms of the Rights Issue (including the Subscription Price and the potential dilution effect) are on normal commercial terms and are fair and reasonable so far as the Company and the Independent Shareholders are concerned and the Rights Issue is in the interests of the Company and the Independent Shareholders as a whole. Accordingly, we advise the Independent Board Committee to recommend the Independent Shareholders to vote in favour of the ordinary resolution to be proposed at the EGM to approve the Rights Issue.

Yours faithfully,

For and on behalf of

Grande Capital Limited

Erica Mak

Responsible Officer

Ms. Erica Mak is a Responsible Officer of Grande Capital Limited licensed to carry on Type 6 (advising on corporate finance) regulated activity under the SFO and has over 13 years of experience in accounting and corporate finance in Hong Kong.

IFA-34 -

APPENDIX I

FINANCIAL INFORMATION OF THE GROUP

(I) FINANCIAL SUMMARY

The financial information of the Group for each of the three financial years ended 31 March 2022, 2023 and 2024 and the six months ended 30 September 2024 are set out in the following documents which have been published on the website of the Stock Exchange at www.hkexnews.hk and the Company's website at www.stream-ideas.com:

the annual report of the Company for the year ended 31 March 2022 published on 28 June 2022 (pages 39 to 89) (https://www1.hkexnews.hk/listedco/listconews/gem/2022/0628/2022062800714.pdf);
the annual report of the Company for the year ended 31 March 2023 published on 28 June 2023 (pages 40 to 91) (https://www1.hkexnews.hk/listedco/listconews/gem/2023/0628/2023062800850.pdf);
the annual report of the Company for the year ended 31 March 2024 published on 28 June 2024 (pages 40 to 87) (https://www1.hkexnews.hk/listedco/listconews/gem/2024/0628/2024062802521.pdf); and
the interim report of the Company for the six months ended 30 September 2024 published on 26 November 2024 (pages 16 to 24) (https://www1.hkexnews.hk/listedco/listconews/gem/2024/1126/2024112600627.pdf).

(II) STATEMENT OF INDEBTEDNESS

As at 31 December 2024, being the most recent practicable date for the purpose of this indebtedness statement, the Group had the following indebtedness:

As at
31 December
2024
HK$'000

Lease liabilities
295

Save as aforesaid and apart from intra-group liabilities and normal account payables in the ordinary course of business, as at the close of business on 31 December 2024, the Group did not have any significant contingent liabilities, debt securities issued or outstanding, or authorised or otherwise created but unissued, or any term loans, other borrowings or indebtedness in the nature of borrowing including bank overdrafts, liabilities under acceptances (other than normal trade bills), acceptance credits, hire purchase commitments, mortgages or charges, contingent liabilities or guarantees outstanding.

APPENDIX I

FINANCIAL INFORMATION OF THE GROUP

(III) WORKING CAPITAL

The Directors, after due and careful consideration, are of the opinion that, taking into consideration the estimated net proceeds from the Rights Issue and the financial resources available to the Group including internally generated funds, bank and other facilities, the Group will have sufficient working capital for its operation for at least twelve months from the date of this circular.

(IV) MATERIAL ADVERSE CHANGE

The Board confirmed that there has been no material adverse change in the financial or trading position of the Group since 31 March 2024, being the date to which the latest published audited accounts of the Group were made up, up to and including the Latest Practicable Date.

(V) FINANCIAL AND TRADING PROSPECTS OF THE GROUP

The Group principally engages in the provision of online advertising services, which consist of social viral service, engager service and mass blogging service. Its business primarily operates in Hong Kong, Taiwan, Malaysia and the Philippines. The Group's services are delivered via its self-developed platforms, which allow clients to match their advertising campaigns or contents with the Group's relevant members based on their demographic details and behaviours, such as consumption patterns of certain products and services and brand preferences.

The Group has recorded approximately 22.1% decrease in revenue to approximately HK$11,767,000 (2023: approximately HK$15,105,000) for the year ended 31 March 2024.

Gross profit (after reversal of JAG points, i.e. the points which the Group distributes the reward to its members to participate in the Group's advertising campaigns) decreased by approximately 32.9% to approximately HK$4,012,000 (2023: approximately HK$5,983,000) for the year ended 31 March 2024. The Group recorded a loss for the year ended 31 March 2024 of approximately HK$13,209,000 (2023: loss of approximately HK$16,349,000).

During the year ended 31 March 2024, approximately 71.8% of the Group's revenue (2023: approximately 73.0%) was generated from clients in Hong Kong, while approximately 23.9% (2023: approximately 20.6%) of the Group's revenue was generated from clients in Taiwan. Southeast Asia regions contributed approximately 4.3% (2023: approximately 6.4%) of the revenue to the Group.

During the year ended 31 March 2024, revenue from Hong Kong decreased from approximately HK$11,034,000 for the year ended 31 March 2023 to approximately HK$8,450,000 for the year ended 31 March 2024, representing approximately 23.4% decrease. The changing consumption patterns of Hong Kong visitors and residents pose challenges to the overall economic and business environment. Hong Kong business was significantly impacted in the last quarter of the year ended 31 March 2024 amidst the weak economic momentum and increasing competition from other online advertising service providers. The Group will continue to adjust its service mix while exploring new business opportunities to better meet clients' needs.

APPENDIX I

FINANCIAL INFORMATION OF THE GROUP

During the year ended 31 March 2024, the operating environment in Taiwan continued to be challenging, mainly attributable to the changing behaviour of internet users, increasing competition from other online advertising service providers and instability of economy. The Group is also coping with a shift of focus on service type. With the various challenges encountered, the revenue from Taiwan for the year ended 31 March 2024 decreased to approximately HK$2,810,000 (2023: approximately HK$3,114,000). The Group will continue to strengthen its relationship with its key partners to seize opportunities with more effort on reaching out to them as well as potential clients.

The post-pandemic recovery of advertising activities in Southeast Asia continue to be slower than expected. During the year ended 31 March 2024, revenue contribution from Southeast Asia markets fell to approximately HK$507,000 from approximately HK$957,000 in the year ended 31 March 2023.

The Group's net loss was approximately HK$13,209,000 for the year ended 31 March 2024 compared to approximately HK$16,349,000 net loss for the year ended 31 March 2023. The decrease in net loss was mainly attributable to the decrease in other loss in the year ended 31 March 2024.

As a result of weaker economies following a slower than expected post-pandemic recovery, the advertising industry in those markets we operate in remain to be sluggish. Advertisers are reluctant to increase their advertising spending and are especially cautious about experimenting new media channels. Maintaining existing client spending and developing new customer base both present major challenges to the Group.

To weather through this adverse environment, the Group plans to rejuvenate sales with additional efforts to strengthen brand awareness and sales support. We intend to enhance spending on promotions and communications with advertisers and media agencies in order to become their preferred, top-of-mind choice for media platform. Extra trial incentives and offers will also be introduced to attract potential clients and strengthen our business development effort. Furthermore, we will explore new business opportunities and continue to invest in product development to ensure our advertising services remain competitive in the fast-changing digital advertising industry.

As at 31 March 2024, the Group had total assets of approximately HK$15,257,000 (2023: approximately HK$25,920,000), which was financed by total liabilities and shareholders' equity (comprising share capital and reserves) of approximately HK$9,781,000 (2023: approximately HK$8,226,000) and approximately HK$5,476,000 (2023: approximately HK$17,694,000) respectively. The current ratio, being the ratio of current assets to current liabilities, as at 31 March 2024 was 1.5 times (2023: 3.1 times). The gearing ratio, being the ratio of bank loan to total equity, of the Group as at 31 March 2024 was nil (2023: nil) due to the absence of bank borrowings for the year ended 31 March 2024.

The Group has recorded approximately 41.5% decrease in revenue to approximately HK$3,776,000 (2023: approximately HK$6,456,000) for the six months ended 30 September 2024. Gross profit (after reversal of JAG points i.e. the points which the Group distributes to reward its members to participate in the Group's advertising campaigns) decreased by approximately 36.5% to approximately HK$1,476,000 (2023: approximately HK$2,326,000). The Group recorded a loss of approximately HK$4,244,000 (2023: a loss of approximately HK$6,716,000) for the six months ended 30 September 2024.

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APPENDIX I

FINANCIAL INFORMATION OF THE GROUP

During the six months ended 30 September 2024, approximately 59.3% of the Group's revenue (2023: approximately 79.7%) was generated from clients in Hong Kong, while approximately 35.5% (2023: approximately 16.3%) was generated from clients in Taiwan. Southeast Asia regions contributed approximately 5.2% (2023: approximately 4.0%) of the revenue to the Group.

During the six months ended 30 September 2024, revenue from Hong Kong decreased to approximately HK$2,241,000 from approximately HK$5,144,000 in the six months ended 30 September 2023, representing a decrease of approximately 56.4%. The changing consumption patterns of Hong Kong visitors and residents continued to pose challenges to the overall economic and business environment. Hong Kong business struggled amidst the weak economic momentum as well as increasing competition from other online advertising service providers. To cope with the decline, the Group's Hong Kong team has increased manpower to reach out inactive and new customers while adjusting its service mix to enhance the performance and efficiency. The Group will also explore new business opportunities to better meet clients' needs and expectations.

During the six months ended 30 September 2024, the business in Taiwan has improved with more outreach to potential clients. However, the operating environment continued to be challenging, mainly attributable to the changing behaviour of internet users and increasing competition from other online advertising service providers. The Group is dealing with the change with a shift of focus on service type. With a mix of effort and challenge, the revenue from Taiwan for the six months ended 30 September 2024 has turned around and increased to approximately HK$1,340,000 (2023: approximately HK$1,054,000), representing an increase of approximately 27.1%.

Due to the intensifying competition in Southeast Asia with new, established platforms emerging, the Southeast Asia operations continue to face major challenges. As a result, the total revenue from the operations in Southeast Asia was approximately HK$195,000 in the six months ended 30 September 2024 (2023: approximately HK$258,000), representing a decrease of approximately 24.4%.

The Group's net loss was approximately HK$4,244,000 for the six months ended 30 September 2024 as compared to approximately HK$6,716,000 for the six months ended 30 September 2023. The decrease in net loss was mainly attributable to the decrease in administrative and other operating expenses for the six months ended 30 September 2024.

As at 30 September 2024, the Group had total assets of approximately HK$12,708,000 (as at 31 March 2024: approximately HK$15,257,000), which is financed by total liabilities and shareholders' equity (comprising share capital and reserves) of approximately HK$7,842,000 (as at 31 March 2024: approximately HK$9,781,000) and approximately HK$4,866,000 (as at 31 March 2024: approximately HK$5,476,000) respectively. The current ratio, being the ratio of current assets to current liabilities, as at 30 September 2024 was 1.6 times (as at 31 March 2024: 1.5 times). The gearing ratio, being the ratio of bank loan to total equity, of the Group as at 30 September 2024 was nil (as at 31 March 2024: nil) due to absence of bank borrowings for the six months ended 30 September 2024.

I-4 -

APPENDIX II UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE GROUP

For illustrative purpose only, set out below is the unaudited pro forma statement of adjusted consolidated net tangible assets of the Group after completion of the Rights Issue. Although reasonable care has been exercised in preparing the unaudited pro forma financial information, Shareholders who read the information should bear in mind that these figures are inherently subject to adjustments and may not give a complete picture of the Group's financial results and positions for the financial periods concerned.

A. UNAUDITED PRO FORMA STATEMENT OF ADJUSTED CONSOLIDATED NET TANGIBLE ASSETS OF THE GROUP

The following unaudited pro forma statement of adjusted consolidated net tangible assets of the Group attributable to the owners of the Company prepared in accordance with paragraph 7.31 of the GEM Rules is set out to illustrate the effect of the Rights Issue on the adjusted consolidated net tangible assets of the Group attributable to the owners of the Company as if the Rights Issue had been taken place on 30 September 2024.

The unaudited pro forma statement of adjusted consolidated net tangible assets of the Group attributable to the owners of the Company as at 30 September 2024 is prepared for illustrative purpose only and, because of its hypothetical nature, it may not give a true picture of the financial position of the Group as at the date to which it is made up or at any future date.

The pro forma statement of adjusted consolidated net tangible assets of the Group attributable to the owners of the Company as at 30 September 2024 is prepared based on the condensed consolidated statement of financial position of the Group as at 30 September 2024, as extracted from the published interim report of the Company for the six months ended 30 September 2024, with adjustments described below.

	Unaudited consolidated net tangible assets of the Group attributable to the owners of the Company as at 30 September 2024 HK$’000 (Note i)	Estimated net proceeds from the Rights Issue HK$’000 (Note ii)	Unaudited proforma adjusted consolidated net tangible assets of the Group attributable to the owners of the Company as at 30 September 2024 immediately after the completion of the Rights Issue HK$’000	Unaudited consolidated net tangible assets of the Group per share attributable to the owners of the Company as at 30 September 2024 HK$’000 (Note iii)	Unaudited pro forma adjusted consolidated net tangible assets per share attributable to the owners of the Company immediately after completion of the Rights Issue HK$’000 (Note iv)
Rights Issue of 479,999,992 Rights Shares at subscription price of HK$0.085 per Rights Share	4,866	38,500	43,366	0.02	0.06

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APPENDIX II UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE GROUP

Notes:

(i) The unaudited adjusted consolidated net tangible assets of the Group attributable to the owners of the Company as at 30 September 2024 of approximately HK$4,866,000 is based on the unaudited consolidated net assets of the Group attributable to the owners of the Company as at 30 September 2024, as extracted from the published interim report of the Company for the six-month ended 30 September 2024.

(ii) The estimated net proceeds from the Rights Issue of approximately HK$38,500,000 is calculated based on 479,999,992 Rights Shares to be issued (in the proportion of two Rights Shares for every one New Ordinary Share held by the Shareholders on the Record Date) at the subscription price of HK$0.085 per Rights Share, after deduction of the estimated related expenses of approximately HK$2,300,000, including among others, underwriting commission and professional fees, which are directly attributable to the Rights Issue.

(iii) The unaudited adjusted consolidated net tangible assets of the Group per share attributable to the owners of the Company as at 30 September 2024 is HK$0.02, which is calculated based on the unaudited adjusted consolidated net tangible assets of the Group attributable to the owners of the Company as at 30 September 2024 of HK$4,866,000 as set out in Note (i) above divided by 239,999,996 shares in issue as at 30 September 2024.

(iv) The unaudited pro forma adjusted consolidated net tangible assets of the Group per share attributable to the owners of the Company immediately after completion of the Rights Issue of HK$0.06 is calculated based on the unaudited pro forma adjusted consolidated net tangible assets of the Group attributable to the owners of the Company immediately after completion of the Rights Issue of HK$43,366,000 divided by 719,999,988 shares, which comprising 239,999,996 shares in issue as at 30 September 2024 and 479,999,992 Rights Shares to be issued, pursuant to the Rights Issue (in the proportion of two Rights Share for one New Ordinary Share held by the Shareholders on the Record Date), that are in issue assuming that the Rights Issue had been completed on 30 September 2024.

(v) No adjustments have been made to the unaudited pro forma adjusted consolidated net tangible assets of the Group attributable to the owners of the Company to reflect any trading results or other transactions of the Group entered into subsequent to 30 September 2024.

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APPENDIX II UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE GROUP

B. INDEPENDENT REPORTING ACCOUNTANTS' ASSURANCE REPORT

The following is the text of the independent reporting accountants' assurance report received from OOP CPA & Co., Certified Public Accountants, Hong Kong, the reporting accountants of Company, in respect of the unaudited pro forma financial information prepared for the purpose of incorporation in this circular.

奥柏國際

OOP CPA & Co.
Certified Public Accountant
Unit A, 21/F, LL Tower,
2-4 Shelley Street,
Central, Hong Kong
Tel: +852 2383 6191
Email: [email protected]
www.oopww.com

The Board of Directors
Stream Ideas Group Limited
Unit 402A, 4/F, Benson Tower
74 Hung To Road, Kwun Tong
Hong Kong

Dear Sirs,

STREAM IDEAS GROUP LIMITED

INDEPENDENT REPORTING ACCOUNTANT'S ASSURANCE REPORT ON THE COMPILATION OF UNAUDITED PRO FORMA FINANCIAL INFORMATION

We have completed our assurance engagement to report on the compilation of unaudited pro forma financial information of Stream Ideas Group Limited (the "Company") and its subsidiaries (collectively the "Group") by the directors of the Company for illustrative purposes only. The unaudited pro forma financial information consists of the unaudited pro forma statement of adjusted consolidated net tangible assets of the Group attributable to the owners of the Company as at 30 September 2024 and related notes (the "Unaudited Pro Forma Financial Information") as set out in Appendix II to the circular dated 25 February 2025 (the "Circular") issued by the Company. The applicable criteria on the basis of which the directors have compiled the Unaudited Pro Forma Financial Information are described in Appendix II to the Circular.

The Unaudited Pro Forma Financial Information has been compiled by the directors of the Company to illustrate the impact of the proposed rights issue of 479,999,992 rights shares at subscription price of HK$0.085 per rights share on the basis of two Rights Share for every share of the Company immediately upon the Share Consolidation, the Capital Reduction and the Sub-division becoming effective ("Rights Issue") on the Group's unaudited consolidated net tangible assets attributable to the owners of the Company as at 30 September 2024 as if the Rights Issue had taken place on 30 September 2024. As part of this process, information about

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APPENDIX II UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE GROUP

the Group's financial position has been extracted by the directors from the Group's unaudited condensed consolidated financial statements for the six months ended 30 September 2024, on which no audit or review report has been published.

DIRECTORS' RESPONSIBILITY FOR THE UNAUDITED PRO FORMA FINANCIAL INFORMATION

The directors of the Company are responsible for compiling the Unaudited Pro Forma Financial Information in accordance with paragraph 31 of Chapter 7 of the Rules Governing the Listing of Securities on GEM of The Stock Exchange of Hong Kong Limited (the "GEM Listing Rules") and with reference to Accounting Guideline 7 "Preparation of Pro Forma Financial Information for Inclusion in Investment Circular" ("AG 7") issued by the Hong Kong Institute of Certified Public Accountants (the "HKICPA").

REPORTING ACCOUNTANT'S INDEPENDENCE AND QUALITY CONTROL

We have complied with the independence and other ethical requirements of the Code of Ethics for Professional Accountants issued by the HKICPA, which is founded on fundamental principles of integrity, objectivity, professional competence and due care, confidentiality and professional behaviour.

Our firm applies Hong Kong Standard on Quality Management 1, "Quality Management for Firms that Perform Audits or Reviews of Financial Statements, or Other Assurance or Related Services Engagements" issued by the HKICPA, which requires the firm to design, implement and operate a system of quality management including policies or procedures regarding compliance with ethical requirements, professional standards and applicable legal and regulator requirements.

REPORTING ACCOUNTANT'S RESPONSIBILITIES

Our responsibility is to express an opinion, as required by paragraph 31(7) of Chapter 7 of the GEM Listing Rules, on the Unaudited Pro Forma Financial Information and to report our opinion to you. We do not accept any responsibility for any reports previously given by us on any financial information used in the compilation of the Pro Forma Financial Information beyond that owed to those to whom those reports were addressed by us at the dates of their issue.

We conducted our engagement in accordance with Hong Kong Standard on Assurance Engagements 3420 "Assurance Engagements to Report on the Compilation of Pro Forma Financial Information Included in a Circular" issued by the HKICPA. This standard requires that the reporting accountant plan and perform procedures to obtain reasonable assurance about whether the directors have compiled the Unaudited Pro Forma Financial Information in accordance with paragraph 31(7) of Chapter 7 of the GEM Listing Rules and with reference to AG 7 issued by the HKICPA.

II-4 -

APPENDIX II UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE GROUP

For purposes of this engagement, we are not responsible for updating or reissuing any reports or opinions on any historical financial information used in compiling the Unaudited Pro Forma Financial Information, nor have we, in the course of this engagement, performed an audit or review of the financial information used in compiling the Unaudited Pro Forma Financial Information.

The purpose of the Unaudited Pro Forma Financial Information included in the Circular is solely to illustrate the impact of Rights Issue on unadjusted financial information of the Group as if the Rights Issue had occurred or the transaction had been undertaken at an earlier date selected for purposes of the illustration. Accordingly, we do not provide any assurance that the actual outcome of the Rights Issue at 30 September 2024 would have been as presented.

A reasonable assurance engagement to report on whether the Unaudited Pro Forma Financial Information has been properly compiled on the basis of the applicable criteria involves performing procedures to assess whether the applicable criteria used by the directors in the compilation of the Unaudited Pro Forma Financial Information provide a reasonable basis for presenting the significant effects directly attributable to the event or transaction, and to obtain sufficient appropriate evidence about whether:

The related unaudited pro forma adjustments give appropriate effect to those criteria; and
The Unaudited Pro Forma Financial Information reflects the proper application of those adjustments to the unadjusted financial information.

The procedures selected depend on the reporting accountant's judgment, having regard to the reporting accountant's understanding of the nature of the Group, the event or transaction in respect of which the Unaudited Pro Forma Financial Information has been compiled, and other relevant engagement circumstances.

The engagement also involves evaluating the overall presentation of the Unaudited Pro Forma Financial Information.

We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

OPINION

In our opinion:

(a) the Unaudited Pro Forma Financial Information has been properly compiled on the basis stated;
(b) such basis is consistent with the accounting policies of the Group; and

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APPENDIX II UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE GROUP

(c) the adjustments are appropriate for the purposes of the Unaudited Pro Forma Financial Information as disclosed pursuant to paragraph 31(1) of Chapter 7 of the GEM Listing Rules.

OOP CPA & Co.
Certified Public Accountants
Hong Kong, 25 February 2025

II-6 -

APPENDIX III

GENERAL INFORMATION OF THE GROUP

(I) RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the GEM Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.

(II) SHARE CAPITAL

The authorised and issued share capital of the Company (i) as at the Latest Practicable Date; and (ii) immediately following the completion of the Rights Issue (assuming there is no change in the issued share capital of the Company on or before the Record Date) are as follows:

(i) As at the Latest Practicable Date

Authorised:	10,000,000,000	Ordinary Shares of HK$0.01 each	HK$100,000,000
Issued and fully paid:	239,999,996	Ordinary Shares of HK$0.01 each	2,399,999

(ii) Immediately following the completion of the Rights Issue (assuming there is no change in the issued share capital of the Company on or before the Record Date)

Authorised:	10,000,000,000	Ordinary Shares of HK$0.01 each	HK$300,000,000
Issued and fully paid:	239,999,996	Ordinary Shares of HK$0.01 each	2,399,999
	479,999,992	Rights Shares of HK$0.01 each to be issued pursuant to the Rights Issue	4,799,999
	719,999,988	Ordinary Shares of HK$0.01 each to be issued following the completion of the Rights Issue	7,199,999

III-1 -

APPENDIX III

GENERAL INFORMATION OF THE GROUP

All the Rights Shares in issue and to be issued rank and will rank pari passu in all respects with each other including rights to dividends, voting and return of capital. The Rights Shares in issue and to be issued are or will be listed on GEM.

As at the Latest Practicable Date, the Company did not have any other derivatives, options, warrants, other securities or conversion rights or other similar rights which are convertible or exchangeable into, any Shares and no capital of any member of the Group was under option, or agreed conditionally or unconditionally to be put under option. As at the Latest Practicable Date, the Company has no treasury shares. The Company has no intention to issue or grant any convertible securities, warrants and/or options on or before the Record Date.

No part of the share capital or any other securities of the Company is listed or dealt in on any stock exchange other than the Stock Exchange and no application is being made or is currently proposed or sought for the Shares or any other securities of the Company to be listed or dealt in on any other stock exchange.

As at the Latest Practicable Date, there was no arrangement under which future dividends are waived or agreed to be waived.

(III) DISCLOSURE OF INTERESTS

(a) Directors' and chief executives' interests and short positions in Shares, underlying shares and debentures

As at the Latest Practicable Date, the interests and short positions of the Directors and the chief executives of the Company in the shares, underlying shares or debentures of the Company or its associated corporations (within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) (the "SFO")) (i) which were required to be notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests or short positions which they were taken or deemed to have under such provisions of the SFO); or (ii) which were required, pursuant to Section 352 of the SFO, to be entered in the register referred to

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APPENDIX III

GENERAL INFORMATION OF THE GROUP

therein; or (iii) which were required to be notified to the Company and the Stock Exchange pursuant to Rules 5.46 to 5.67 of the GEM Listing Rules, were as follows:

Long positions in the Shares of the Company

Name	Capacity/Nature of interest	Number of Shares held/ interested	Percentage of shareholding
Ms. Cheung Lee (Note)	Interest of a controlled corporation	56,280,000	23.45%
	Interest held jointly with another person	56,280,000	23.45%
Mr. Lee Wing Leung Garlos (Note)	Interest of a controlled corporation	56,280,000	23.45%
	Interest held jointly with another person	56,280,000	23.45%

Note:
Ms. Cheung Lee, Mr. Law Ka Kin and Mr. Lee Wing Leung Garlos beneficially owns 33.33%, 33.33% and 33.33% of the issued share capital of JAG United Company Limited respectively. By virtue of the SFO, each of Ms. Cheung Lee, Mr. Law Ka Kin and Mr. Lee Wing Leung Garlos is deemed to be interested in such shares held by JAG United Company Limited.

Save as disclosed above, as at the Latest Practicable Date, none of the Directors of the Company had any interest or short position in the shares, underlying shares and debentures of the Company and its associated corporations (within the meaning of Part XV of the SFO) which are required to be notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests and short positions which they were taken or deemed to have under such provisions of the SFO), or which are required to be recorded in the register required to be kept by the Company under Section 352 of the SFO, or which shall be, pursuant to Rules 5.46 to 5.68 of the GEM Listing Rules, notified to the Company and the Stock Exchange.

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APPENDIX III

GENERAL INFORMATION OF THE GROUP

(b) Substantial Shareholders' and other persons' interests and short positions in Shares, underlying shares and debentures

As at the Latest Practicable Date, to the knowledge of the Directors, the following persons/entities (other than the Directors or chief executive of the Company) who had or were deemed to have interests or short positions in the shares or underlying shares of the Company which would fall to be disclosed to the Company and the Stock Exchange under the provisions of Divisions 2 and 3 of Part XV of the SFO, or which were recorded in the register required to be kept by the Company under Section 336 of the SFO were as follows:

Long positions in the Shares of the Company

Name	Capacity/ Nature of interest	Number of Shares held/ interested	Percentage of shareholding
JAG United Company Limited (Note 1)	Beneficial owner	56,280,000	23.45%
Mr. Law Ka Kin (Note 1)	Interest of a controlled corporation; interest held jointly with another person	56,280,000	23.45%
Mr. Szeto Man Wa (Note 2)	Interest of spouse	56,280,000	23.45%
Ms. Leung Kwok Mei (Note 3)	Interest of spouse	56,280,000	23.45%
Ms. Ng Ka Po (Note 4)	Interest of spouse	56,280,000	23.45%
Mr. Ru Wenzhen	Beneficial owner	24,000,000	10.00%
Mr. Wang Zenglin	Beneficial owner	14,000,000	5.83%

Notes:
1. Ms. Cheung Lee, Mr. Law Ka Kin and Mr. Lee Wing Leung Garlos beneficially owns 33.33%, 33.33% and 33.33% of the issued share capital of JAG United Company Limited respectively. By virtue of the SFO, each of Ms. Cheung Lee, Mr. Law Ka Kin and Mr. Lee Wing Leung Garlos is deemed to be interested in such shares held by JAG United Company Limited.
2. Mr. Szeto Man Wa was deemed to be interested in 56,280,000 Shares through the interest of his spouse, Ms. Cheung Lee.
3. Ms. Leung Kwok Mei was deemed to be interested in 56,280,000 Shares through the interest of her spouse, Mr. Law Ka Kin.
4. Ms. Ng Ka Po was deemed to be interested in 56,280,000 Shares through the interest of her spouse, Mr. Lee Wing Leung Garlos.

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APPENDIX III

GENERAL INFORMATION OF THE GROUP

Save as disclosed above, as at the Latest Practicable Date, none of the substantial or significant shareholders or other persons, other than the Directors and chief executives of the Company whose interests are set out in the section “(a) Directors’ and chief executives’ interests and short positions in Shares, underlying shares and debentures” above, had or were deemed to have an interest or a short position in the shares or the underlying shares of the Company which would be required to be disclosed to the Company and the Stock Exchange under the provisions of Division 2 and 3 of Part XV of the SFO, or which were recorded in the register of the Company remained to be kept under Section 336 of the SFO, or who were directly or indirectly, interested in 10% or more of the nominal value of any class of share capital carrying rights to vote in all circumstances at general meetings of the Company or any other members of the Group.

(IV) DIRECTORS’ SERVICE CONTRACTS

As at the Latest Practicable Date, none of the Directors had any existing or proposed service contract with any member of the Group which would not expire or would not be determinable by such member of the Group within one year without payment of compensation (other than statutory compensation).

(V) DIRECTORS’ INTERESTS IN ASSETS

As at the Latest Practicable Date, none of the Directors has or had any interest, either directly or indirectly, in any assets which have since 31 March 2024 (being the date to which the latest published audited consolidated financial statements of the Group were made up), been acquired or disposed of by or leased to, any member of the Group or are proposed to be acquired or disposed of by, or leased to, any member of the Group.

(VI) DIRECTORS’ INTERESTS IN CONTRACT OR ARRANGEMENT OF SIGNIFICANCE

As at the Latest Practicable Date, none of the Directors was materially interested, directly or indirectly, in any contract or arrangement entered into by any member of the Group subsisting at the Latest Practicable Date and which was significant in relation to the business of the Group.

(VII) MATERIAL ADVERSE CHANGE

The Directors are not aware of any material adverse change in the financial or trading position of the Group since 31 March 2024 (being the date to which the latest published audited financial statements of the Group were made up).

(VIII) COMPETING INTERESTS OF DIRECTORS AND ASSOCIATES

As at the Latest Practicable Date, none of the Directors and their respective close associates had any interest in any business (apart from the Group’s business) which competes or is likely to compete, either directly or indirectly, with the business of the Group (as would be required to be disclosed under Rule 11.04 of the GEM Listing Rules if each of them were a controlling shareholder) or have or may have any other conflict of interest with the Group pursuant to the GEM Listing Rules.

III-5 -

APPENDIX III

GENERAL INFORMATION OF THE GROUP

(IX) LITIGATION

As at the Latest Practicable Date, so far as the Directors are aware, no member of the Group was engaged in any litigation or arbitration of material importance and no litigation or arbitration of material importance was pending or threatened against any member of the Group.

(X) MATERIAL CONTRACTS

The following contracts (not being contracts in the ordinary course of business) have been entered into by members of the Group within the two years immediately preceding the Latest Practicable Date which are or may be material:

(a) the Placing Agreement; and
(b) 6 agreements dated 9 April 2024 of similar terms entered into between the Company and each of the 6 independent subscribers (the "Subscribers"), pursuant to which the Subscribers have agreed to subscribe for, and the Company has agreed to allot and issue, 39,999,996 Shares in aggregate at the subscription price of HK$0.1265 per Share.

(XI) EXPERT QUALIFICATION AND CONSENT

The following are the qualifications of the experts who have given opinion or advice, which are contained or referred to in this circular:

Name	Qualification
OOP CPA & Co.	Certified Public Accountants under Professional Accountant Ordinance (Cap. 50 of Laws of Hong Kong) and Registered Public Interest Entity Auditor under the Accounting and Financial Reporting Council Ordinance (Cap. 588 of Laws of Hong Kong)
Grande Capital Limited	a licensed corporation to carry out Type 1 (dealing in securities) and Type 6 (advising on corporate finance) regulated activities under the SFO

As at the Latest Practicable Date, each of the above experts has given and has not withdrawn its written consent to the issue of this circular with the inclusion herein of its letters or reports and the reference to its name in the form and context in which they respectively appear.

As at the Latest Practicable Date, none of the experts had any shareholding in any member of the Group or the right (whether legally enforceable or not) to subscribe for or to nominate persons to subscribe for securities in any member of the Group.

As at the Latest Practicable Date, none of the experts had any interest, direct or indirect, in any assets which had been acquired or disposed of by or leased to any member of the Group, or which were proposed to be acquired or disposed of by or leased to any member of the Group since 31 March 2024 (being the date to which the latest published audited accounts of the Company were made up).

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APPENDIX III

GENERAL INFORMATION OF THE GROUP

(XII) EXPENSES

The expenses payable by the Company in connection with the Rights Issue, including Independent Financial Adviser fees, placing commission, printing, registration, translation, legal and accounting fees, are estimated to be approximately HK$2.3 million.

(XIII) CORPORATE INFORMATION AND PARTIES INVOLVED IN THE RIGHTS ISSUE

| Board of Directors | Executive Directors:
Ms. Cheung Lee
Mr. Lee Wing Leung Garlos
Mr. Leung Wai Lun
Ms. Choi Sin Yi
Ms. Cai Ying |
| --- | --- |
| | Independent Non-executive Directors:
Mr. Kwan Chi Hong
Mr. Fenn David
Mr. Ho Ho Tung Armen |
| Registered office | Maples Corporate Services Limited
PO Box 309
Ugland House
Grand Cayman
KY1-1104
Cayman Islands |
| Head office and principal place of business in Hong Kong | Unit 402A, 4/F
Benson Tower
74 Hung To Road
Kwun Tong
Hong Kong |
| Authorised representatives | Ms. Cheung Lee
Mr. Lee Wing Leung Garlos |
| Joint company secretaries | Ms. Kung Wai Yin
Mr. Chan Chiu Hung Alex |
| Principal share registrar and transfer office in the Cayman Islands | Maples Fund Services (Cayman) Limited
PO Box 1093, Boundary Hall
Cricket Square
Grand Cayman, KY1-1102
Cayman Islands |
| Hong Kong branch share registrar and transfer office | Tricor Investor Services Limited
17/F, Far East Finance Centre
16 Harcourt Road
Hong Kong |

III-7 -

APPENDIX III

GENERAL INFORMATION OF THE GROUP

Principal bankers
The Hongkong and Shanghai Banking Corporation Limited
China Insurance Group Building
141 Des Voeux Road Central
Hong Kong

Bank of Communications Co., Ltd
20 Pedder Street, Central
Hong Kong

E.Sun Commercial Bank, Ltd.
No. 145, Section 1, Zhongshan North Road
Zhongshan District Taipei City
Taiwan

Auditor and reporting accountant
OOP CPA & Co.
Certified Public Accountants
Unit A, 21/F, LL Tower
2-4 Shelley Street
Central
Hong Kong

Legal adviser to the Company as to Hong Kong laws
Raymond Siu & Lawyers
Units 1302-3 & 1802
Ruttonjee House
Ruttonjee Centre
11 Duddell Street
Central
Hong Kong

Financial adviser to the Company
Draco Capital Limited
4/F, Connaught Harbour Front House
35-36 Connaught Road West
Sheung Wan
Hong Kong

Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders
Grande Capital Limited
Room 2701, 27/F
Tower One, Admiralty Centre
18 Harcourt Road
Admiralty
Hong Kong

Placing Agent
Grand China Securities Limited
Room 503, 5/F
Loke Yew Building
50-52 Queen's Road Central
Central
Hong Kong

III-8 -

APPENDIX III

GENERAL INFORMATION OF THE GROUP

(XIV) PARTICULARS OF THE DIRECTORS AND SENIOR MANAGEMENT

Executive Directors

Ms. Cheung Lee (Jenny Cheung, 張莉), aged 40, co-founded our Group in May 2010 and was appointed as our Hong Kong general manager on 7 July 2014 and executive Director on 18 August 2017. She is responsible for the overall management of our Group overseeing all operations including sales, marketing, client services, human resources and finance of our Group. Ms. Jenny Cheung has over 10 years of working experience in the marketing and advertising industry.

Prior to the establishment of our Group, Ms. Jenny Cheung has worked at L'Oreal H.K. Ltd., an international beauty products brand in Hong Kong, with the last position as a group product manager in the luxury products division from April 2013 to July 2014; and Parfums Christian Dior Hong Kong Limited, a retailer of skin care products, perfume, cosmetics and make-up products of an international fashion brand in Hong Kong, as a group product manager of the Skincare division from October 2011 to April 2013. Ms. Jenny Cheung has also worked at Neo Derm (HK) Ltd., a medical aesthetic solution provider and skincare products distributor in Hong Kong and China with last position as product manager from April 2010 to September 2011, primarily responsible for building brand image, analysing business trends and developing marketing plans; and Johnson & Johnson (Hong Kong) Limited, an international consumer products, pharmaceuticals and medical devices brand in Hong Kong as a brand manager from March 2009 to April 2010; an assistant brand manager from May 2007 to February 2009; and a marketing trainee from May 2006 to April 2007.

Ms. Jenny Cheung obtained her bachelor degree of business administration with honours from The Chinese University of Hong Kong in March 2006.

Ms. Jenny Cheung beneficially owns 33.33% of the issued share capital of JAG United Company Limited ("JAG United"), whilst JAG United holds 56,280,000 Shares, representing approximately 23.45% of the total issued share capital of the Company. She is deemed to be interested in the shares of the Company held by JAG United.

Mr. Lee Wing Leung Garlos (Garlos Lee, 李永亮), aged 40, co-founded our Group in May 2010 and was appointed as our general manager since April 2014 and appointed as executive Director on 18 August 2017. He is responsible for the overall management of our Group, overseeing all operations including sales, marketing, client services, human resources and finance of our Group. From April 2015 to mid-February 2017, Mr. Garlos Lee only took the role of decision making and participated in the overall strategic development on a part-time basis, with no involvement in the day-to-day operations of our Group. Since 15 February 2017, he has been working for the Group on a full-time basis and become responsible for our Group's business operations in the Southeast Asia region. Mr. Garlos Lee has over 10 years of working experience in the marketing and advertising industry.

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APPENDIX III

GENERAL INFORMATION OF THE GROUP

Prior to the establishment of our Group, Mr. Carlos Lee has worked at Johnson & Johnson (Hong Kong) Limited, an international consumer products, pharmaceuticals and medical devices brand in Hong Kong from August 2006 to May 2010 with the last position as a brand manager.

Mr. Carlos Lee obtained his bachelor of commerce degree with honours from The University of British Columbia in May 2006.

Mr. Carlos Lee beneficially owns 33.33% of the issued share capital of JAG United, whilst JAG United holds 56,280,000 Shares, representing approximately 23.45% of the total issued share capital of the Company. He is deemed to be interested in the shares of the Company held by JAG United.

Mr. Leung Wai Lun (梁偉倫), aged 39, joined our Group as our information technology director in February 2017 and was appointed as executive Director on 18 August 2017. He is responsible for the development and management of all information technology systems of our Group including our Platforms. Mr. Leung has over 14 years of working experience in the information technology industry.

Prior to joining our Group, Mr. Leung has worked at (i) Kobo Design Ltd., a digital branding agency based in Hong Kong, from November 2010 to June 2017 as the lead programmer, where he was primarily responsible for the provision of its day-to-day programming requirements, maintenance of its server, building and maintenance of the database systems, electronic commerce systems and websites for its clients; (ii) Lemowork Limited, a web design company based in Hong Kong, from January 2010 to December 2010 as a director; and (iii) Open Creative Limited, a multimedia consultancy company in Hong Kong and China, from December 2008 to January 2010 as a web developer.

Mr. Leung graduated with a bachelor of engineering degree in computer science with honours from The Hong Kong University of Science and Technology in May 2009.

Ms. Choi Sin Yi (蔡倩宜), aged 34, joined our Group in June 2012 and was appointed as executive Director on 8 August 2023. Ms. Choi has over 11 years of working experience in the online advertising industry.

Ms. Choi was a social media marketing executive at JAG Ideas Company Limited ("JAG Hong Kong"), a wholly-owned subsidiary of the Company, from June 2012 to September 2015, and was promoted to an advertising manager at JAG Hong Kong since October 2015, and was further promoted to a senior advertising manager at JAG Hong Kong since October 2018, mainly responsible for the management of the Hong Kong sales team.

Ms. Choi graduated with a bachelor degree in business administration from the Hong Kong Baptist University in November 2012.

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APPENDIX III

GENERAL INFORMATION OF THE GROUP

Ms. Cai Ying (蔡穎), aged 44, has over 20 years' experience in financial management. Ms. Cai was an independent non-executive director of Jiading International Group Holdings Limited (formerly known as Farnova Group Holdings Limited, stock code: 8153), a company listed on the GEM of the Stock Exchange, since September 2022 and redesignated as an executive director from February 2023 to July 2023. Since April 2020, she is a supervisor of 智合新天 (北京)傳媒廣告股份有限公司 (New Sky Union (Beijing) Media and Advertising Company Limited*), the shares of which was formerly listed on the National Equities Exchange and Quotations of China.

Independent Non-Executive Directors

Mr. Kwan Chi Hong (關志康), aged 52, was appointed as our independent non-executive Director on 7 March 2018. He is responsible for supervising, providing independent advice to our Board, serving as chairman of nomination committee, and member of audit committee for our Group.

Mr. Kwan was appointed as an independent non-executive director of BExcellent Group Holdings Limited (the shares of which are listed on the Main Board of the Stock Exchange, stock code: 1775) and China Brilliant Global Limited (formerly known as Prosten Health Holdings Limited) (the shares of which are listed on GEM of the Stock Exchange, stock code: 8026) on 17 November 2017 and 12 February 2018 respectively. Mr. Kwan was also appointed as a director of Bamboos Health Care Holdings Limited ("Bamboos Health Care") (the shares of which were listed on GEM, stock code: 8216, and subsequently, were listed on the Main Board of the Stock Exchange, stock code: 2293) on 23 November 2012 and redesignated as an executive director on 28 March 2014, responsible for monitoring and evaluating the business, strategic planning and major decision making. Mr. Kwan has resigned as an executive director of Bamboos Health Care on 5 January 2019 and resigned as an independent non-executive director of China Brilliant Global Limited on 12 November 2021. Mr. Kwan became an independent non-executive director of Janco Holdings Limited (the shares of which are listed on GEM of the Stock Exchange, stock code: 8035) on 7 May 2021 and resigned on 15 October 2022.

Prior to the establishment of Bamboos Health Care, Mr. Kwan had over 10 years of managerial experience in the public sector, from February 1995 to April 2008, including working as an executive officer in various governmental departments in Hong Kong, including Registration and Electoral Office, Urban Services Department, Home Affairs Department, Hong Kong Police Force and Chief Secretary for Administration's Office Government Secretariat, mainly responsible for human resources management including manpower and succession planning, financial resources management including planning and allocating financial resources and exercising control over revenue and expenditure, policy support including analysing the information collected and liaising with parties concerned to facilitate the formulation of policies, and general administration.

For identification purposes only
III-11 -

APPENDIX III

GENERAL INFORMATION OF THE GROUP

Mr. Kwan obtained a bachelor degree in economics and a master degree in economics from The University of Hong Kong in January 1995 and December 2005 respectively. Mr. Kwan completed a programme in executive master of business administration and obtained a master degree in business administration from The Chinese University of Hong Kong in December 2007. Mr. Kwan was awarded the young entrepreneur of the year 2012 from the Hong Kong Business Awards hosted by DHL Express and South China Morning Post and the EY Entrepreneur of the Year 2013 China — Emerging Entrepreneur hosted by Ernst & Young.

Mr. Fenn David (范德偉), aged 43, was appointed as our independent non-executive Director on 7 March 2018. He is responsible for supervising, providing independent advice to our Board, serving as chairman of remuneration committee, and member of audit committee for our Group.

Mr. Fenn has over 16 years of experience in the legal industry. He was admitted as a solicitor in Hong Kong in September 2005. Mr. Fenn is currently the principal of David Fenn & Co., a solicitors' firm in Hong Kong.

Mr. Fenn obtained his bachelor of laws degree with honours from The University of Hong Kong in December 2002. He was awarded a postgraduate certificate in laws from The University of Hong Kong in June 2003. Mr. Fenn further obtained a master of laws degree in banking and finance from University College London, University of London in the United Kingdom in November 2006. Mr. Fenn has been appointed as a disciplinary panel member of the HKICPA since February 2016. He was an adjudicator of the Registration of Persons Tribunal of Hong Kong from November 2013 to November 2019, and a member of the Housing Appeal Panel of Hong Kong from April 2017 to April 2021. Mr. Fenn has been appointed as an independent non-executive director of Bradaverse Education (Int'l) Investments Limited (formerly known as Hong Kong Education (Int'l) Investments Limited) (stock code: 1082), a company listed on the Main Board of the Stock Exchange and Sun Kong Holdings Limited (stock code: 8631), a company listed on GEM of the Stock Exchange since 10 May 2018 (resigned on 20 January 2023) and 11 December 2018 respectively.

Mr. Ho Ho Tung Armen (何浩東), aged 48, was appointed as our independent non-executive Director on 7 March 2018. He is responsible for supervising, providing independent advice to our Board, serving as chairman of the audit committee and member of each of remuneration and nomination committee for our Group.

Mr. Ho has over 20 years of experiences in working in public companies, family office, investment bank and advisory and audit firms. He received an MBA degree from the University of Chicago Booth School of Business, Master of Science degree in financial economics from University of London and Bachelor of Arts (Honours) degree in accountancy from City University of Hong Kong. He is currently a member of the Hong Kong Institute of Certified Public Accountants.

Mr. Ho has been an independent director of Reitar Logtech Holdings Limited, a company listed on NASDAQ (Nasdaq: RITR), since June 2024. He was an independent non-executive director of Diwang Industrial Holdings Limited (formerly known as

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APPENDIX III

GENERAL INFORMATION OF THE GROUP

Sunlight Technology Holdings Limited) (stock code: 1950) from March 2020 to September 2023. He was also the chief financial officer and the company secretary of Tianyun International Holdings Limited (stock code: 6836 before delisting on 9 January 2025) between February 2015 and May 2024. Prior to that, Mr. Ho was the chief financial officer of Tuenbo Group Limited and held various senior positions in Wisdom Asset Management Limited, Hermes Capital Limited and Evolution Group Limited (now known as Investec Group) specialised in asset management, private equity, and corporate finance. Mr. Ho also worked for PricewaterhouseCoopers Hong Kong, KPMG UK and Grant Thornton Corporate Finance UK from 1998 to 2006 specialising in audit, advisory and corporate finance.

Senior Management

Ms. Kung Wai Yin (龔慧賢), aged 34, joined our Group as the financial controller in January 2020 and was appointed as our company secretary on 31 March 2020. She is responsible for management of the finance team of our Group. Ms. Kung has over 10 years of working experience in accounting and financial management.

Prior to joining our Group, Ms. Kung has worked for (i) Deloitte Touche Tohmatsu, an international professional services firm in Hong Kong, from January 2016 to January 2020 with the last position as audit manager; (ii) FTW & Partners CPA Limited, a professional services firm in Hong Kong, from September 2013 to January 2016 with the last position as semi senior accountant; (iii) Advanced Integration Systems Limited, a service provider in the application of information technology to commercial clients in Hong Kong, from May 2011 to July 2013 as business analyst.

Ms. Kung graduated with a bachelor of science degree in enterprise engineering with management with honours from the Hong Kong Polytechnic University in June 2011 and a postgraduate diploma in professional accountancy from the Chinese University of Hong Kong in June 2014. Ms. Kung is a member of the Hong Kong Institute of Certified Public Accountants since March 2017.

Joint Company Secretaries

Ms. Kung Wai Yin is our joint company secretary. Please refer to the above paragraph for her biography.

Mr. Chan Chiu Hung Alex (陳劍洪), aged 58, is our joint company secretary. Mr. Chan is an independent non-executive director of Allegro Culture Limited (formerly known as Kingkey Intelligence Culture Holdings Limited, stock code: 550), a company listed on the Main Board of the Stock Exchange, since March 2016 and is a Joint Company Secretary of KNT Holdings Limited (stock code: 1025), a company listed on the Main Board of the Stock Exchange, since November 2024.

Mr. Chan has over 18 years of experience in managing companies listed in Hong Kong or overseas. He was an independent non-executive director of Royal Century Resources Holdings Limited (stock code: 8125), a company listed on the GEM of the Stock Exchange, from September 2015 to October 2023. He was a company secretary of CBK

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APPENDIX III

GENERAL INFORMATION OF THE GROUP

Holdings Limited (stock code: 8428), a company listed on the GEM of the Stock Exchange, from April 2021 to September 2024.

He obtained his Bachelor of Business Administration (honours) degree in finance from the Hong Kong Baptist University in 1990, and completed an advance diploma in specialist taxation from the Hong Kong Institute of Certified Public Accountants in 2012.

Mr. Chan is currently a fellow member of The Chartered Governance Institute, a fellow member of The Hong Kong Chartered Governance Institute, a fellow member of the Association of Chartered Certified Accountants, a fellow member of the Institute of Chartered Accountants in England and Wales and a member of the Hong Kong Institute of Certified Public Accountants, and he possesses the requisite qualification and experience as required under Rule 5.14 of the GEM Listing Rules.

(XV) AUDIT COMMITTEE

As at the Latest Practicable Date, the audit committee of the Board comprises all the independent non-executive Directors, namely Mr. Kwan Chi Hong, Mr. Fenn David and Mr. Ho Ho Tung Armen, being the primary duties of the audit committee include the review of the Group's financial reporting process and the internal control systems as well as risk management of the Group.

(XVI) DOCUMENTS ON DISPLAY

Copies of the following documents will be published on the websites of the Stock Exchange (http://www.hkexnews.hk) and the Company (www.stream-ideas.com) for 14 days from the date of this circular:

(a) the second amended and restated articles of association of the Company;

(b) the annual reports of the Company for each of the three financial years ended 31 March 2022, 2023 and 2024 and the interim report of the Company for the six months ended 30 September 2024;

(c) the letter from the Independent Board Committee to the Independent Shareholders, the text of which is set out in the section headed "Letter from the Independent Board Committee" in this circular;

(d) the letter from the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders, the text of which is set out in the section headed "Letter from the Independent Financial Adviser" in this circular;

(e) the accountants' report on the unaudited pro forma financial information of the Group, the text of which is set out in Appendix II to this circular;

(f) the material contracts referred to in the paragraph headed “(X) Material Contracts” of this appendix; and

(g) the letter of consent referred to the paragraph headed “(XI) Expert Qualification and Consent” in this appendix.

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APPENDIX III
GENERAL INFORMATION OF THE GROUP

(XVII) MISCELLANEOUS

(a) As at the Latest Practicable Date, to the best knowledge of the Directors, there was no restriction affecting the remittance of profit or repatriation of capital of the Company into Hong Kong from outside Hong Kong;

(b) As at the Latest Practicable Date, the Company has no significant exposure to foreign exchange liabilities;

(c) As at the Latest Practicable Date, save as disclosed elsewhere in this circular, there was no material contract for the hire or hire purchase of plant to or by any member of the Group for a period of over a year which is substantial in relation to the Group’s business; and

(d) In the event of any inconsistency, the English texts of this circular and the accompanying form of proxy shall prevail over their respective Chinese texts.

III-15 -

NOTICE OF EXTRAORDINARY GENERAL MEETING

Stream Ideas Group Limited

源想集團有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 8401)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that the extraordinary general meeting (the "Meeting") of Stream Ideas Group Limited (the "Company") will be held at Room B, The LU+, 3/F, Lu Plaza, No. 2 Wing Yip Street, Kwun Tong, Hong Kong on Monday, 17 March 2025 at 11:00 a.m. for the purpose of considering and, if thought fit, passing, with or without amendments, the following resolutions as ordinary resolutions of the Company:

ORDINARY RESOLUTIONS

"THAT subject to and conditional upon The Stock Exchange of Hong Kong Limited granting or agreeing to grant (subject to allotment) and not having withdrawn or revoked the listing of, and permission to deal in, the Rights Shares (as defined below, in their nil-paid and fully-paid forms) to be allotted and issued to the shareholders of the Company (the "Shareholder(s)") pursuant to the terms and conditions of the Rights Issue becoming unconditional:

the issue by way of rights issue (the "Rights Issue") of up to 479,999,992 ordinary shares (the "Rights Share(s)") at the subscription price of HK$0.085 per Rights Share to the qualifying shareholders (the "Qualifying Shareholders") of the Company whose names appear on the date (the "Record Date") by reference to which entitlement under the Rights Issue will be determined (other than those shareholders (the "Non-Qualifying Shareholders") with registered addresses outside Hong Kong whom the Directors, after making relevant enquiry, consider their exclusion from the Rights Issue to be necessary or expedient on account either of the legal restrictions under the laws of the relevant place or the requirements of the relevant regulatory body or stock exchange in that place) in the proportion of two (2) Rights Shares for every one (1) existing share of the Company then held on the Record Date at the subscription price of HK$0.085 per Rights Share and otherwise on the terms and conditions set out in the circular of the Company dated 25 February 2025 (the "Circular") be and is hereby approved;
the Directors be and are hereby authorised to allot and issue the Rights Shares pursuant to the Rights Issue notwithstanding the same may be offered, allotted or issued otherwise than pro-rata to the Qualifying Shareholders and, in particular, the Directors may make such exclusions or other arrangements in relation to the Non-Qualifying Shareholders as they may deem necessary, desirable or expedient having regard to any restrictions or obligations under the articles of association of the Company or the laws of, or the rules and regulations of any recognised regulatory body or any stock exchange in, any territory outside Hong Kong; and
EGM-1 -

NOTICE OF EXTRAORDINARY GENERAL MEETING

the Directors be and are hereby authorised to approve, sign and execute such documents and take any and all steps, and to do and/or procure to be done any and all acts and things which in their opinion may be necessary, desirable or expedient to implement and carry into effect this resolution."

By order of the Board
Stream Ideas Group Limited
Lee Wing Leung Carlos
Executive Director

Hong Kong, 25 February 2025

Registered office:
Unit 402A, 4/F
Benson Tower
74 Hung To Road
Kwun Tong
Hong Kong

Principal place of business in Hong Kong:
Maples Corporate Services Limited
PO Box 309
Ugland House
Grand Cayman
KY1-1104
Cayman Islands

Notes:

(1) Any member of the Company entitled to attend and vote at a meeting of the Company shall be entitled to appoint another person as his proxy to attend and vote instead of him. A member of the Company who is the holder of two or more shares may appoint more than one proxy to represent him and vote on his behalf at the Meeting. A proxy need not be a member of the Company. In addition, a proxy or proxies representing either a member of the Company who is an individual or a member of the Company which is a corporation shall be entitled to exercise the same powers on behalf of the member of the Company which he or they represent as such member of the Company could exercise.

(2) Where 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 an officer, attorney or other person authorised to sign the same. In the case of an instrument of proxy purporting to be signed on behalf of a corporation by an officer thereof, it shall be assumed, unless the contrary appears, that such officer was duly authorised to sign such instrument of proxy on behalf of the corporation without further evidence of the fact.

(3) 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 notarial certified copy thereof must be deposited at 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 as soon as possible and in any event no later than 48 hours before the time appointed for holding the EGM, i.e. Saturday, 15 March 2025 at 11:00 a.m. (Hong Kong time), or any adjournment thereof.

(4) The register of members of the Company will be closed from Tuesday, 11 March 2025 to Monday, 17 March 2025, both days inclusive, to determine the eligibility of the Shareholders to attend and vote at the Meeting. The record date for determining the entitlement of the Shareholders to attend and vote at the Meeting will be Monday, 17 March 2025. All transfers of shares of the Company 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 no later than Monday, 10 March 2025 at 4:30 p.m. (Hong Kong time).

(5) Delivery of an instrument appointing a proxy shall not preclude a member from attending and voting in person at the Meeting convened and in such event, the instrument appointing a proxy shall be deemed to be revoked.

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NOTICE OF EXTRAORDINARY GENERAL MEETING

(6) Where there are joint holders of any share, any one of such joint holders may vote, either in person or by proxy, in respect of such share as if he were solely entitled thereto, but if more than one of such joint holders be present at any meeting the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders, and for this purpose seniority shall be determined by the order in which the names stand in the register of members of the Company in respect of the joint holding.

(7) The voting at the Meeting shall be taken by way of poll.

As at the date of this notice, the Board comprises five executive Directors, namely Ms. Cheung Lee, Mr. Lee Wing Leung Garlos, Mr. Leung Wai Lun, Ms. Choi Sin Yi and Ms. Cai Ying; and three independent non-executive Directors, namely Mr. Kwan Chi Hong, Mr. Fenn David and Mr. Ho Ho Tung Armen.

This notice, 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 notice 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 notice misleading.

This notice will remain on the website of The Stock Exchange of Hong Kong Limited at www.hkexnews.hk on the "Latest Listed Company Information" page for at least 7 days from the date of its posting and will be published on the Company's website at www.stream-ideas.com.

EGM-3 -

AI assistant

Stream Ideas Group Limited — Proxy Solicitation & Information Statement 2025

51424_rns_2025-02-25_ecb20b6e-fb8a-4d02-96b3-f8349f3aa5b9.pdf

EFFECT OF BAD WEATHER OR EXTREME CONDITIONS ON THE LATEST TIME FOR ACCEPTANCE OF AND PAYMENT FOR THE RIGHTS SHARES

Stream Ideas Group Limited

源想集團有限公司

INTRODUCTION

PROPOSED RIGHTS ISSUE

Rights Issue Statistics

Non-underwritten basis

Undertakings

Subscription Price

Conditions of the Rights Issue

Status of the Rights Shares

Qualifying Shareholders and Non-Qualifying Shareholders

Basis of provisional allotment

Procedures in respect of Unsubscribed Rights Shares and the NQS Unsold Rights Shares and the Compensatory Arrangements

Rights of the Overseas Shareholder(s) (if any)

Share certificates of the Rights Shares and refund cheques for the Rights Issue

Fractional entitlements to the Rights Shares

Taxation

Application for listing

Rights Shares will be eligible for admission into CCASS

Stamp duty and other applicable fees and charges

THE PLACING ARRANGEMENT

REASONS FOR THE RIGHTS ISSUE AND THE USE OF PROCEEDS

Intended use of proceeds

Fund-raising alternatives

EQUITY FUND RAISING ACTIVITY OF THE COMPANY IN THE PAST 12 MONTHS

EFFECTS ON THE SHAREHOLDING STRUCTURE OF THE COMPANY

Notes:

GEM LISTING RULES IMPLICATIONS

The Rights Issue

ESTABLISHMENT OF INDEPENDENT BOARD COMMITTEE AND APPOINTMENT OF INDEPENDENT FINANCIAL ADVISER

GENERAL

WARNING OF THE RISKS OF DEALING IN THE SHARES AND RIGHTS SHARES IN NIL-PAID FORM

EXTRAORDINARY GENERAL MEETING AND PROXY ARRANGEMENT

CLOSURE OF REGISTER OF MEMBERS OF THE COMPANY

RECOMMENDATIONS

ADDITIONAL INFORMATION

PROPOSED RIGHTS ISSUE ON THE BASIS OF TWO (2) RIGHTS SHARES FOR EVERY ONE (1) SHARE HELD ON THE RECORD DATE

INTRODUCTION

GEM LISTING RULES IMPLICATIONS FOR THE COMPANY

THE INDEPENDENT BOARD COMMITTEE

THE INDEPENDENT FINANCIAL ADVISER

BASIS OF OUR ADVICE

PRINCIPAL FACTORS AND REASONS CONSIDERED

1. Background information of the Group

1.1 Historical financial information of the Group

1.2 Outlook and prospects of the Group

2. Our view on the reasons for the Rights Issue and the intended use of proceeds

2.1 The funding needs

2.2 Fund-raising alternatives

3. Principal terms of the Rights Issue and the Placing

3.1 Terms of the Rights Issue

3.2 Terms of the Placing Agreement

The Placing Commission

3.3 Subscription Price

Historical closing price of the Share during the Share Price Review Period

3.4 Historical trading liquidity of the Shares

3.5 Comparison with recent rights issues exercise

3.6 Non-underwritten Basis

4. Possible financial effects of the Rights Issue

4.1 Net tangible assets

4.2 Liquidity

5. Possible dilution effect on the interests of other public Shareholders

RECOMMENDATION

(I) FINANCIAL SUMMARY

(II) STATEMENT OF INDEBTEDNESS

(III) WORKING CAPITAL

(IV) MATERIAL ADVERSE CHANGE

(V) FINANCIAL AND TRADING PROSPECTS OF THE GROUP

A. UNAUDITED PRO FORMA STATEMENT OF ADJUSTED CONSOLIDATED NET TANGIBLE ASSETS OF THE GROUP

B. INDEPENDENT REPORTING ACCOUNTANTS' ASSURANCE REPORT

STREAM IDEAS GROUP LIMITED

INDEPENDENT REPORTING ACCOUNTANT'S ASSURANCE REPORT ON THE COMPILATION OF UNAUDITED PRO FORMA FINANCIAL INFORMATION

DIRECTORS' RESPONSIBILITY FOR THE UNAUDITED PRO FORMA FINANCIAL INFORMATION

REPORTING ACCOUNTANT'S INDEPENDENCE AND QUALITY CONTROL

REPORTING ACCOUNTANT'S RESPONSIBILITIES

OPINION

Stream Ideas Group Limited Proxy Solicitation & Information Statement 2025