源想集 Str Stream Ideas Group Limited ea Stream Ideas Group Limited 源想集團 有限公司 m 源想集團 有限公司 （於開曼群島註冊成立的有限公司） (Incorporated in the Cayman Islands with limited liability) 團 Ide 股份代號：8401 Stock Code: 8401 有限公 as Group Lim 股份發售 SHAREOFFER 司 it ed 獨家保薦人 Sole Sponsor 智富融資有限公司 Giraffe Capital Limited 獨家賬簿管理人及聯席牽頭經辦人 Sole Bookrunner and Joint Lead Manager 聯席牽頭經辦人 Joint Lead Manager IMPORTANT If you are in doubt about any of the contents of this prospectus, you should obtain independent professional advice. Stream Ideas Group Limited 源想集團有限公司 (Incorporated in the Cayman Islands with limited liability) LISTING ON GEM OF THE STOCK EXCHANGE OF HONG KONG LIMITED BY WAY OF SHARE OFFER Number of Offer Shares : 50,000,000 Shares (subject to Offer Size Adjustment Option) Number of Placing Shares : 45,000,000 Shares (subject to reallocation and Offer Size Adjustment Option) Number of Public Offer Shares : 5,000,000 Shares (subject to reallocation) Offer Price : Not more than HK$1.30 per Offer Share and expected to be not less than HK$1.00 per Offer Share, plus brokerage fee of 1.0%, SFC transaction levy of 0.0027% and Stock Exchange trading fee of 0.005% (payable in full on application in Hong Kong dollars and subject to refund) Nominal Value : HK$0.01 per Share Stock Code : 8401 Sole Sponsor Giraffe Capital Limited Sole Bookrunner and Joint Lead Manager Ping An Securities Limited Joint Lead Manager HK Monkey Securities Limited Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited and Hong Kong Securities Clearing Company Limited take no responsibility for the contents of this prospectus, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this prospectus. A copy of this prospectus, having attached thereto the documents specified under the paragraph headed “Documents Delivered to the Registrar of Companies and Available for Inspection – Documents available for inspection” in Appendix V to this prospectus, has been registered with the Registrar of Companies in Hong Kong as required by section 342C of the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Chapter 32 of the Laws of Hong Kong). The Securities and Futures Commission of Hong Kong and the Registrar of Companies in Hong Kong take no responsibility as to the contents in this prospectus or any other documents referred to above. The Offer Price is expected to be determined by agreement between the Sole Bookrunner (for itself and on behalf of the Underwriters) and our Company on the Price Determination Date. The Offer Price is expected to be not more than HK$1.30 per Offer Share and not less than HK$1.00 per Offer Share. If, for any reason, the Sole Bookrunner (for itself and on behalf of the Underwriters) and our Company are unable to reach an agreement on the Offer Price on the Price Determination Date, the Share Offer will not proceed and will lapse. The Offer Shares have not been and will not be registered under the U.S. Securities Act or any state securities law of the U.S. and may not be offered, sold, pledged, or transferred within the U.S., except pursuant to an exemption from, or in a traction not subject to, the registration requirements of the U.S. Securities Act and in accordance with any applicable U.S. securities law. Prospective investors of the Offer Shares should note that the Sole Sponsor and/or the Sole Bookrunner (for itself and on behalf of the Underwriters) may in its/their absolute discretion, upon giving notice in writing to our Company, terminate the Underwriting Agreement with immediate effect if any of the events set out under the paragraph headed “Underwriting – Underwriting arrangements and expenses – Grounds for termination” in this prospectus occurs at any time prior to 8:00 a.m. (Hong Kong time) on the Listing Date. Should the Sole Sponsor and/or the Sole Bookrunner (for itself and on behalf of the Underwriters) terminate the Underwriting Agreement in accordance with the terms of the Underwriting Agreement, the Share Offer will not proceed and will lapse. Prior to making an investment decision, prospective investors should carefully consider all the information set out in this prospectus, including the risk factors set out in the section headed “Risk Factors” in this prospectus. 16 March 2018 CHARACTERISTICS OF GEM Characteristics of GEM of the Stock Exchange 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 and no assurance is given that there will be a liquid market in the securities traded on GEM. The principal means of information and dissemination on GEM is publication on the internet website operated by the Stock Exchange. Listed companies are not generally required to issue paid announcements in gazetted newspaper. Accordingly, prospective investors should note that they need to have access to the Stock Exchange’s website at www.hkexnews.hk in order to obtain up-to-date information on GEM listed issuers. –i– EXPECTED TIMETABLE If there is any change in the following expected timetable of the Share Offer, we will issue an announcement in Hong Kong to be published on the Stock Exchange’s website at www.hkexnews.hk and our Company’s website at www.stream-ideas.com. 2018 (Note 1) Application Lists open (Note 2) ................... 11:45 a.m. on Wednesday, 21 March Latest time for lodging WHITE and YELLOW Application Forms ....... 12:00 noon on Wednesday, 21 March Latest time for giving electronic application instructions to HKSCC (Note 3) .......................... 12:00 noon on Wednesday, 21 March Application Lists close (Note 2) .................. 12:00 noon on Wednesday, 21 March Expected Price Determination Date (Note 4) ...................... Thursday, 22 March (1) Announcement of the final Offer Price, the level of indications of interest in the Placing, the level of applications in the Public Offer and the basis of allocation of the Public Offer Shares ....................... Tuesday, 27 March (2) Results of allocations in the Public Offer (with successful applicants’ identification document or business registration numbers, where appropriate) to be available through a variety of channels as described in “How to Apply for Public Offer Shares – 10. Publication of results” from ....................................... Tuesday, 27 March (3) A full announcement containing (1) and (2) above to be published on the Stock Exchange’s website at www.hkexnews.hk and our Company’s website at www.stream-ideas.com (Note 5) from ........................ Tuesday, 27 March Results of allocations in the Public Offer will be available at www.tricor.com.hk/ipo/result with a “search by ID Number/ Business Registration Number” function from .................. Tuesday, 27 March Despatch/Collection of Share certificates or deposit of the Share certificates into CCASS in respect of wholly or partially successful applications pursuant to the Public Offer on or before(Notes 6 and 8) ................................... Tuesday, 27 March Despatch/Collection of refund cheques in respect of wholly or partially successful applications (if applicable) or wholly or partially unsuccessful applications pursuant to the Public Offer on or before (Notes 7 and 8) .................................... Tuesday, 27 March –ii– EXPECTED TIMETABLE Dealings in the Shares on GEM expected to commence at 9:00 a.m. on ....................................... Wednesday, 28 March Notes: 1. All times and dates refer to Hong Kong local time and date. If there is any change of the above expected timetable, a separate announcement will be made by our Company on the Stock Exchange’s website and our Company’s website accordingly. 2. If there is a tropical cyclone warning signal number 8 or above or a “black” rainstorm warning in force in Hong Kong at any time between 9:00 a.m. and 12:00 noon on Wednesday, 21 March 2018, the Application Lists will not open or close on that day. See “How to Apply for Public Offer Shares – 9. Effect of bad weather on the opening of the Application Lists”. If the Application Lists do not open and close on Wednesday, 21 March 2018, the dates mentioned in this section may be affected. 3. Applicants who apply for Public Offer Shares by giving electronic application instructions to HKSCC via CCASS should refer to “How to Apply for Public Offer Shares – 5. Applying by giving electronic application instructions to HKSCC via CCASS”. 4. The Offer Price is expected to be determined on or about this date, being Thursday, 22 March 2018 or such later date as the Sole Bookrunner (for itself and on behalf of the Underwriters) and our Company may agree, but in any event not later than Monday, 26 March 2018. If the Sole Bookrunner (for itself and on behalf of the Underwriters) and our Company are unable to reach an agreement on the Offer Price on or before Monday, 26 March 2018, the Share Offer will not proceed and will lapse. 5. None of our Company’s website or any of the information contained in our Company’s website forms part of this prospectus. 6. Share certificates will only become valid at 8:00 a.m. on Wednesday, 28 March 2018 provided that the Share Offer has become unconditional in all respects and none of the Underwriting Agreements has been terminated in accordance with their respective terms.