Skip to main content

AI assistant

Sign in to chat with this filing

The assistant answers questions, extracts KPIs, and summarises risk factors directly from the filing text.

Stream Ideas Group Limited Proxy Solicitation & Information Statement 2026

May 27, 2026

51424_rns_2026-05-27_6c6652d3-9fee-41ff-b7f0-21750d51996d.pdf

Proxy Solicitation & Information Statement

Open in viewer

Opens in your device viewer

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.

Stream Ideas Group Limited

源想集團有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 8401)

CHANGE OF INDEPENDENT AUDITOR

AND

NOTICE OF EXTRAORDINARY GENERAL MEETING

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

A notice convening the extraordinary general meeting of Stream Ideas Group Limited (the “Company”) to be held at Room 3302, 33/F, West Tower, Shun Tak Centre, 200 Connaught Road Central, Hong Kong on Tuesday, 16 June 2026 at 11:00 a.m. is set out on pages EGM-1 to EGM-2 of this circular. Whether or not you are able to attend the extraordinary general meeting, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and return it to the Company’s branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited, at 17/F., Far East Finance Centre, 16 Harcourt Road, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding the extraordinary general meeting or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the extraordinary general meeting or any adjournment thereof should you so wish.

27 May 2026


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.

  • i -

CONTENTS

Pages

Characteristics of GEM ... i
Definitions ... 1
Letter from the Board ... 3
Notice of EGM ... EGM-1

  • ii -

DEFINITIONS

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

“AFRC” the Accounting and Financial Reporting Council

“Announcement” the announcement of the Company dated 8 April 2026 in relation to the change of auditor of the Company

“Audit Committee” the audit committee of the Company

“Board” the board of Directors

“Company” Stream Ideas Group Limited (源想集團有限公司), an exempted company incorporated in the Cayman Islands with limited liability, the issued Shares of which are listed on GEM (Stock Code: 8401)

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

“EGM” the extraordinary general meeting of the Company to be convened and held at Room 3302, 33/F, West Tower, Shun Tak Centre, 200 Connaught Road Central, Hong Kong on Tuesday, 16 June 2026 at 11:00 a.m. (or any adjournment thereof) to consider and, if thought fit, approve, among other things, the resolutions contained in the notice of EGM which is set out on pages EGM-1 to EGM-2 of this circular

“FY2025/26” the fifteen months period commencing from 1 April 2025 and ending on 30 June 2026

“GEM” GEM operated by the Stock Exchange

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

“Group” the Company and its subsidiaries

“Hong Kong” the Hong Kong Special Administrative Region of the People’s Republic of China

“INFINITY” Infinity CPA Limited, the new auditor of the Company appointed with effect from 8 April 2026 to fill the casual vacancy following the resignation of OOP and to hold office until the conclusion of the EGM, the appointment of which is to be put before the Shareholders for approval at the EGM

“OOP” OOP CPA & Co., the former auditor of the Company who resigned with effect from 8 April 2026

  • 1 -

  • 2 -

DEFINITIONS

“Share(s)”
ordinary share(s) in the share capital of the Company

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

“Stock Exchange”
The Stock Exchange of Hong Kong Limited

“Supplemental Announcement”
the supplemental announcement of the Company dated 18 May 2026 in relation to the change of auditor of the Company, which should be read in conjunction with the Announcement

“HK$”
Hong Kong dollars, the lawful currency of Hong Kong

“%”
per cent.

  • For identification purposes only

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:
Mr. Xie Cheng (Chairman)
Ms. Cai Ying (Chief Executive Officer)
Mr. Lee Wing Leung Garlos
Mr. Zhang Yu
Mr. Fu Tao

Independent non-executive Directors:
Mr. Kwan Chi Hong
Mr. Ho Ho Tung Armen
Mr. Yiu Chun Wing
Ms. Meng Mei

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

27 May 2026

To the Shareholders

Dear Sir or Madam,

CHANGE OF INDEPENDENT AUDITOR

AND

NOTICE OF EXTRAORDINARY GENERAL MEETING

INTRODUCTION

Reference is made to the Announcement and the Supplemental Announcement in relation to the resignation of OOP as the auditor of the Company and the appointment of INFINITY as the new auditor of the Company in its place. The purpose of this circular is to provide the Shareholders with, among other things, (i) further information regarding the change of independent auditor of the Company; and (ii) a notice convening the EGM, at which an ordinary resolution will be proposed to the Shareholders to consider, and if thought fit, approve the appointment of INFINITY as the new auditor of the Company in place of OOP, to hold office until the conclusion of the next annual general meeting of the Company.


LETTER FROM THE BOARD

CHANGE OF INDEPENDENT AUDITOR

As disclosed in the Announcement, OOP resigned as the auditor of the Company with effect from 8 April 2026 as the Company and OOP were unable to reach a consensus on the proposed audit fee in respect of the audit of the consolidated financial statements of the Group for FY2025/26 due to, among other things, the recent business development of the Group and the resulting increase in the audit effort required.

OOP has confirmed that there is no matter in connection with its resignation that needs to be brought to the attention of the Shareholders. The Board and the Audit Committee have also confirmed that there is no disagreement between the Company and OOP, and that there are no other matters or circumstances in respect of the resignation of OOP which need to be brought to the attention of the Shareholders or the creditors of the Company.

Following the resignation of OOP and on the recommendation of the Audit Committee, the Board resolved to appoint INFINITY as the new auditor of the Company with effect from 8 April 2026 to fill the casual vacancy arising from the resignation of OOP and to hold office until the conclusion of the next annual general meeting of the Company. According to Frequently Asked Questions FAQ16 updated by the Stock Exchange in April 2026, the resignation of OOP is deemed to be requested or initiated by the Company which may amount to a removal of the auditor by the Company which requires shareholder's approval under the Rule 17.100 of the GEM Listing Rules. Accordingly, an ordinary resolution to approve, confirm and ratify the appointment of INFINITY as the new auditor of the Company in place of OOP, to hold office until the conclusion of the next annual general meeting of the Company, will be proposed at the EGM.

The selection and appointment of INFINITY were made in accordance with the Guidelines for Effective Audit Committees — Selection, Appointment and Reappointment of Auditors issued by the AFRC on 16 December 2021 and the Guidance Notes on Change of Auditors issued by the AFRC in September 2023. In assessing the suitability of INFINITY, the Audit Committee has taken into account, among other things, the factors set out below:

Independence, competence and capability

INFINITY is a public interest entity auditor registered with the AFRC. Based on the information provided by INFINITY and the Audit Committee's enquiries, INFINITY has extensive experience in auditing Hong Kong listed companies with operations in Hong Kong and/or the PRC, and is familiar with entities with business segments similar to those of the Group. INFINITY has confirmed, after conducting its new client acceptance procedures and independent conflict checks, that it is satisfied with its independence from the Group in accordance with the relevant independence requirements for audit engagements, including section 290 "Independence — Audit and Review Engagements" of the Code of Ethics for Professional Accountants. On this basis, the Audit Committee is satisfied that INFINITY is independent, competent and capable of performing a high quality audit for the Group.


LETTER FROM THE BOARD

Regulatory compliance and disciplinary history

The Audit Committee has made enquiries with INFINITY and, to the best of the knowledge, information and belief of the Audit Committee, having made all reasonable enquiries, INFINITY and its engagement team (including any component auditors involved in the 2026 Audit) have not been the subject of any ongoing or concluded disciplinary proceedings, investigations or regulatory sanctions by the AFRC, the Hong Kong Institute of Certified Public Accountants or any other relevant regulatory authority that would affect the quality or integrity of the 2026 Audit. The Audit Committee has taken into account INFINITY’s regulatory compliance history in assessing its quality and is satisfied with the regulatory standing of INFINITY.

Quality of INFINITY by reference to paragraph 2.2.4 of the AFRC Guide

In evaluating the quality of INFINITY, the Audit Committee has considered those factors set out in paragraph 2.2.4 of the AFRC Guide, namely: (a) governance and leadership, INFINITY has appropriate governance structures and leadership to promote audit quality; (b) compliance with ethical requirements, INFINITY has confirmed its compliance with applicable ethical and independence requirements, including the Code of Ethics for Professional Accountants; (c) industry knowledge and technical competence, INFINITY has relevant industry knowledge and technical competence in auditing companies with operations and revenue recognition approaches comparable to those of the Group, as demonstrated by its track record with Hong Kong listed clients; (d) communication with the Audit Committee, INFINITY has committed to maintain open and regular communication with the Audit Committee throughout the 2026 Audit in accordance with HKSA 260 (Revised); (e) audit inspection results and regulatory outcomes, there are no adverse audit inspection results or regulatory outcomes disclosed by INFINITY that would affect the Audit Committee’s assessment of audit quality; and (f) engagement performance, based on INFINITY’s proposed audit plan, the seniority mix of the engagement team and the committed resources and timetable, the Audit Committee is satisfied that INFINITY is able to deliver engagement performance of appropriate quality for the 2026 Audit.

Having considered the above factors, the Audit Committee is satisfied that INFINITY is independent, competent and capable of performing a high-quality audit as required under section 2 of the AFRC Guide. The Audit Committee is also satisfied that the agreed audit fee is reasonable and commensurate with the size and complexity of the Group’s business, and that INFINITY’s proposed audit plan, timetable and committed resources are adequate to complete the 2026 Audit without compromising audit quality.

Audit Fee

Pursuant to paragraph 2.3.8 of the AFRC Guide, the Company and the Audit Committee hereby disclose the reviewed details of the audit fees’ breakdown by staff seniority, geography and business segment. This includes the fee calculation basis as proposed by OOP, agreed with INFINITY, and subsequently approved.


LETTER FROM THE BOARD

The audit fee proposed by OOP was HK$580,000 and the audit fee agreed with INFINITY was HK$500,000. A breakdown is set out below:

OOP INFINITY
Total Proposed Fee HK$580,000 HK$500,000
Total Budgeted Hours 1,150 Hours 1,220 Hours
Number of Public Interest Entity engagements 12 19

The Audit Committee has reviewed the above proposed audit plan and timetable of INFINITY and, having regard to paragraph 2.2.21 of the AFRC Guide, is satisfied that (i) the audit engagement team has sufficient resources in terms of expertise and time; (ii) the nature, timing and extent of direction and supervision of the audit team are in line with the size and complexity of the Group, the assessed risk, and the technical competence and experience of the audit team members; and (iii) the proposed timetable is reasonable and sufficient for INFINITY to complete the audit procedures in time for the publication of the Company's annual results announcement and annual report for FY2025/26, without compromising audit quality, and that the committed resources are adequate.

The major factors attributable to the difference in the audit fees proposed by OOP and INFINITY are: (i) the respective audit approaches and scope of work, both of which are broadly comparable having regard to the size and complexity of the Group's business and the nature of the Group's transactions; (ii) the seniority mix and composition of the engagement teams committed by each firm, with INFINITY deploying a leaner but adequately experienced team supported by a strategic cooperation with an accounting firm in the PRC for the Group's PRC operations; (iii) each firm's internal cost structure, resource model and utilisation of technology; and (iv) the firms' respective commercial considerations and capacity planning for the audit timeframe.

In discharging its duties to ensure that the audit quality would not be compromised, the Audit Committee has, among other things, (i) compared the audit fees quoted by INFINITY with those quoted by OOP (and other candidate auditors) and noted that the proposed fees of INFINITY and OOP were broadly similar, with the difference being within a reasonable range and primarily reflecting each firm's internal cost structure and resource mix rather than any material reduction in audit scope or effort; (ii) reviewed INFINITY's proposed audit plan, audit approach, timetable, staffing and planned man-hours against the size and complexity of the Group's business to ascertain that the audit fees quoted by INFINITY commensurate with the extent of audit work required for the 2026 Audit; and (iii) obtained confirmation from INFINITY that the agreed audit fee is sufficient for INFINITY to allocate appropriate resources and expertise to complete the 2026 Audit in accordance with the relevant Hong Kong Standards on Auditing without compromising audit quality.

Based on the above, the Audit Committee is satisfied that the agreed audit fee with INFINITY is commensurate with the size of the Group, the complexity of the Group's business and the extent of audit work required for the 2026 Audit, and that INFINITY's audit quality will not be compromised by the fee level.

  • 6 -

LETTER FROM THE BOARD

Reason for Resignation of OOP

As disclosed in the Announcement and the Supplemental Announcement and as further confirmed by OOP in its resignation letter dated 8 April 2026, the reason leading to the resignation of OOP as the auditor of the Company was the inability of the Board and OOP to reach a consensus on the proposed audit fee for the 2026 Audit.

Save for the disagreement on the audit fee, there were no other matters, circumstances, unresolved issues or disagreements between the Company and OOP in connection with its resignation, nor any outstanding audit issues, that should be brought to the attention of the Board, the Shareholders or the creditors of the Company. OOP has further confirmed that all the underlying reasons leading to its resignation have been disclosed in the Announcement and the Supplemental Announcement.

The Company is incorporated under the laws of the Cayman Islands. To the knowledge of the Board, there is no requirement under the laws of the Cayman Islands for the retiring auditor to confirm whether or not there is any matter connected with its retirement which needs to be brought to the attention of the shareholders or creditors of the Company. The Board has confirmed that there is no matter in respect of the change of auditor that needs to be brought to the attention of the Shareholders or the creditors of the Company.

EXTRAORDINARY GENERAL MEETING

The notice convening the EGM, to be held at Room 3302, 33/F, West Tower, Shun Tak Centre, 200 Connaught Road Central, Hong Kong on Tuesday, 16 June 2026 at 11:00 a.m., is set out on pages EGM-1 to EGM-2 of this circular. At the EGM, an ordinary resolution will be proposed to the Shareholders to consider, and if thought fit, approve the appointment of INFINITY as the new auditor of the Company in place of the retiring auditor, OOP, to hold office until the conclusion of the next annual general meeting of the Company, at a remuneration to be fixed by the Board.

In order to determine the entitlement of the Shareholders to attend and vote at the EGM, the register of members of the Company will be closed from Thursday, 11 June 2026 to Tuesday, 16 June 2026 (both days inclusive), during which period no transfer of Shares will be effected. The record date will be Tuesday, 16 June 2026. In order to be entitled to attend and vote at the EGM, all transfer documents accompanied by the relevant share certificates must be lodged with the Company's branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited, at 17/F., Far East Finance Centre, 16 Harcourt Road, Hong Kong not later than 4:30 p.m. on Wednesday, 10 June 2026.

ACTION TO BE TAKEN

A form of proxy for use at the EGM is enclosed with this circular. Whether or not you are able to attend the EGM, you are requested to complete the form of proxy in accordance with the instructions printed thereon and return it to the Company's branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited, at 17/F., Far East Finance Centre, 16 Harcourt Road, Hong Kong as soon as possible and in any event not less than 48


LETTER FROM THE BOARD

hours before the time appointed for holding the EGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the EGM or any adjournment thereof should you so wish.

VOTING BY WAY OF POLL

Pursuant to Rule 17.47(4) of the GEM Listing Rules, any vote of the Shareholders at a general meeting must be taken by poll, except where the chairman of the meeting, 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 chairman of the EGM will demand a poll for every resolution put to the vote at the EGM in accordance with the articles of association of the Company. The Company will announce the results of the poll in the manner prescribed under Rule 17.47(5) of the GEM Listing Rules.

RECOMMENDATIONS

The Board, having considered the recommendation of the Audit Committee, is of the view that the appointment of INFINITY as the new auditor of the Company in place of OOP is in the best interests of the Company and the Shareholders as a whole. Accordingly, the Board recommends the Shareholders to vote in favour of the ordinary resolution to be proposed at the EGM as set out in the notice of the EGM.

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.

By order of the Board

Stream Ideas Group Limited

Xie Cheng

Chairman

  • 8 -

NOTICE OF EGM

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 3302, 33/F, West Tower, Shun Tak Centre, 200 Connaught Road Central, Hong Kong on Tuesday, 16 June 2026 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

  1. to confirm, accept and ratify the resignation of OOP CPA & Co. as the auditor of the Company with effect from 8 April 2026;
  2. to approve, confirm and ratify the appointment of Infinity CPA Limited as the auditor of the Company in place of OOP CPA & Co. with effect from 8 April 2026 until the conclusion of the forthcoming annual general meeting of the Company, and that the board of directors (the “Director(s)”) of the Company be and is hereby authorised to fix its remuneration.

By order of the Board

Stream Ideas Group Limited

Xie Cheng

Chairman

Hong Kong, 27 May 2026

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

Notes:

(1) Any Shareholder entitled to attend and vote at the EGM is entitled to appoint another person as his/her/its proxy to attend and vote on his/her/its behalf. A proxy need not be a Shareholder. A Shareholder who is the holder of two or more Shares may appoint more than one proxy to attend and vote on his/her/its behalf.
(2) In order to be valid, a form of proxy together with the power of attorney or other authority (if any) under which it is signed, or a notarially certified copy of such power of attorney or authority, must be deposited at the Company's branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited, at

  • EGM-1 -

NOTICE OF EGM

17/F., Far East Finance Centre, 16 Harcourt Road, Hong Kong not less than 48 hours before the time appointed for the holding of the EGM or any adjournment thereof. Completion and return of the form of proxy will not preclude a Shareholder from attending and voting in person at the EGM or any adjournment thereof should he/she/it so wish.

(3) For the purpose of determining the entitlement of the Shareholders to attend and vote at the EGM, the register of members of the Company will be closed from Thursday, 11 June 2026 to Tuesday, 16 June 2026 (both days inclusive), during which period no transfer of Shares will be effected. The record date will be Tuesday, 16 June 2026. In order to be entitled to attend and vote at the EGM, all transfer documents accompanied by the relevant share certificates must be lodged with the Company's branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited, at 17/F., Far East Finance Centre, 16 Harcourt Road, Hong Kong for registration not later than 4:30 p.m. on Wednesday, 10 June 2026.

(4) In the event of any inconsistency, the English language text of this notice shall prevail over the Chinese language text.

(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.

(6) If a tropical cyclone warning signal number 8 or above, a "black" rainstorm warning signal or "extreme conditions" caused by super typhoons announced by the Government of Hong Kong is/are in force at any time after 9:00 a.m. on the date of the EGM, the EGM will be postponed and Shareholders will be notified by way of an announcement on the websites of the Company and the Stock Exchange of the date, time and venue of the rescheduled meeting.

(7) 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.

(8) 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 Mr. Xie Cheng (Chairman), Ms. Cai Ying (Chief Executive Officer), Mr. Lee Wing Leung Garlos, Mr. Zhang Yu and Mr. Fu Tao; and four independent non-executive Directors, namely Mr. Kwan Chi Hong, Mr. Ho Ho Tung Armen, Mr. Yiu Chun Wing and Ms. Meng Mei.

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.streamideas.com.

  • EGM-2 -