THIS DOCUMENT IS IN DRAFT, INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED ‘‘WARNING’’ ON THE COVER OF THIS DOCUMENT CONNECTED TRANSACTIONS

OVERVIEW

Our Group has entered into certain sub-lease agreements with Dunn’s Education Limited, Rainbow Creative Arts Limited and Sunshine Chinese Painting. Dunn’s Education Limited is owned as to 33.33% by Mr. Chiu, Rainbow Creative Arts Limited is wholly-owned by Mr. Chiu, and Sunshine Chinese Painting is a sole proprietorship of Ms. Yeung Siu Foon, our non-executive Director and the mother-in- law of Mr. Chiu, one of our executive Directors and a Controlling Shareholder. Accordingly, each of Dunn’s Education Limited, Rainbow Creative Arts Limited and Sunshine Chinese Painting is a connected person of our Company under the GEM Listing Rules. Hence any transactions entered into between us and Dunn’s Education Limited, Rainbow Creative Arts Limited and/or Sunshine Chinese Painting will constitute connected transactions for our Company upon Listing under Chapter 20 of the GEM Listing Rules. Details of such connected transactions are set out below.

Continuing connected transactions exempt from reporting, annual review, announcement and shareholders’ approval requirement

Our Company entered into the following sub-lease agreements (the ‘‘Sub-lease Agreements’’) with Dunn’s Education Limited, Rainbow Creative Arts Limited and Sunshine Chinese Painting:

Date of Area of sub-lease property 2014 2015 2016 agreement Tenant Sub-lessee Location of property (square feet) Term Annual Cap Annual Cap Annual Cap Use of property (HK$) (HK$) (HK$)

[.] SDM Jazz & Dunn’s Education Units 1106–10, 11/F, 776 1 January 2014– 546,548 574,106 143,526(1) Commercial — Ballet Limited Office Tower 31 March 2016 Speech training Plaza, , and English learning (‘‘Taikoo Centre’’) [.] SDM Jazz & Rainbow Creative Taikoo Centre 393 1 January 2014– 283,009 263,442 80,247(1) Commercial — Ballet Arts Limited 31 March 2016 Drawing classes [.] SDM Academie Dunn’s Education Shop Nos. 5–6onUpper 467 1 May 2014– 309,110 53,184(2) Nil Commercial — Limited Ground Floor, 31 January 2015 Speech training Maritime Bay, 18 Pui and English Shing Road, Tseung learning Kwan O, NT (‘‘Maritime Bay Centre’’) [.] SDM Academie Rainbow Creative Maritime Bay Centre 258 1 May 2014– 187,403 32,233(2) Nil Commercial — Arts Limited 31 January 2015 Drawing classes [.] SDM Academie Dunn’s Education Room 207–209, 2/F, 488 1 April 2014– 257,475 310,243(3) Nil Commercial — Limited Florient Rise, 38 5 November 2015 Speech training Cherry Street, West and English (‘‘Florient learning Rise Centre’’) [.] SDM Academie Rainbow Creative Florient Rise Centre 180 1 April 2014– 128,880 155,134(3) Nil Commercial — Arts Limited 5 November 2015 Drawing classes [.] SDM Academie Sunshine Chinese Florient Rise Centre 204 1 April 2014– 125,739 151,514(3) Nil Commercial — Painting 5 November 2015 Chinese Painting classes

Notes:

(1) Given that the tenancy agreement entered into between SDM Jazz & Ballet and the relevant landlord in respect of Taikoo Centre commenced on 1 February 2012 and will expire on 31 March 2016, the annual cap for the year ending 31 December 2016 is determined based on the rental payable for the period from 1 January 2016 to 31 March 2016.

(2) Given that the tenancy agreement entered into between SDM Academie and the relevant landlord in respect of Maritime Bay Centre commenced on 1 February 2012 and will expire on 31 January 2015, the annual cap for the year ending 31 December 2015 is determined based on the rental payable for the period from 1 January 2015 to 31 January 2015.

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(3) Given that the tenancy agreement entered into between SDM Academie and the relevant landlord in respect of Florient Rise Centre commenced on 6 November 2011 and will expire on 5 November 2015, the annual cap for the year ending 31 December 2015 is determined based on the rental payable for the period from 1 January 2015 to 5 November 2015.

According to the tenancy agreements with the relevant landlords, who are Independent Third Parties, Dunn’s Education Limited, Rainbow Creative Arts Limited and Sunshine Chinese Painting are allowed to use the relevant properties during the relevant tenancy period. Our Directors consider that the Sub-lease Agreements will enable our Group to utilise the unused areas of the premises thereby minimising the costs of leasing and income through receiving rents from the sub-lessees. The rental

– 125.1 – THIS DOCUMENT IS IN DRAFT, INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED ‘‘WARNING’’ ON THE COVER OF THIS DOCUMENT CONNECTED TRANSACTIONS payable under the Sub-lease Agreements was determined with reference to (i) the rentable area to be sub-leased to the sub-lessees under the Sub-lease Agreements; (ii) the prevailing market rent at that time for similar premises; and (iii) the rental fee, utilities and management fees payable by SDM Jazz & Ballet and SDM Academie under the tenancy agreements entered into with the landlords. Roma Appraisals Limited, an independent property valuer to our Company, has reviewed the rental payable pursuant to the Sub-Lease Agreements and confirmed that the rental payable by the connected persons of our Company to our Group reflect the prevailing market rates of comparable properties and is fair and reasonable.

For the years ended 31 December 2012 and 2013 and the three-month period ended 31 March 2014, the total rental and fees paid to our Group by Dunn’s Education Limited under the Sub-lease Agreements amounted to approximately HK$413,000, HK$591,000 and HK$185,000, respectively, of which approximately HK$413,000, HK$408,000 and HK$124,000, respectively, were in relation to the sub-leasing of the Taikoo Centre.

For the years ended 31 December 2012 and 2013 and the three-month period ended 31 March 2014, the total rental and fees paid to our Group by Rainbow Creative Arts Limited under the Sub-lease Agreements amounted to approximately HK$248,000, HK$292,000 and HK$77,000, respectively, of which approximately HK$248,000, HK$292,000 and HK$77,000, respectively, were in relation to the sub-leasing of the Taikoo Centre.

For the years ended 31 December 2012 and 2013 and the three-month period ended 31 March 2014, the total rental and fees paid to our Group by Sunshine Chinese Painting under the Sub-lease Agreements amounted to approximately nil, HK$55,000 and HK$15,000, respectively. Our Group did not receive any rental and fees from Sunshine Chinese Painting in relation to the sub-lease of properties during the Track Record Period.

Our Directors estimate that for the three years ending 31 December 2016, the aggregate rental and fees payable by Dunn’s Education Limited, Rainbow Creative Arts Limited and Sunshine Chinese Painting to our Group under the Sub-lease Agreements will not exceed HK$1,838,164, HK$1,539,856 and HK$223,773, respectively.

Since each of the percentage ratios (other than the profits ratio) for transactions contemplated under the Sub-lease Agreements, on aggregate basis, is expected to be less than 5% and the total annual consideration is less than HK$3,000,000, the transactions under the Sub-lease Agreements are therefore exempt from the reporting, annual review, announcement and independent shareholders’ approval requirements under Chapter 20 of the GEM Listing Rules.

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Our Directors, including the independent non-executive Directors, consider that all the continuing connected transactions above are conducted on normal commercial terms and are fair and reasonable and in the interests of our Company and our Shareholders as a whole and are in the ordinary and usual course of our business. Our Directors, including the independent non-executive Directors, are also of the view that the annual caps of all of the exempted continuing connected transactions above are fair and reasonable.

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