(INCORPORATED IN THE CAYMAN ISLANDS WITH LIMITED LIABILITY) STOCK CODE: 2125 JOINT GLOBAL COORDINATORS, JOINT BOOKRUNNERS AND JOINT LEAD MANAGERS IMPORTANT IMPORTANT: If you are in any doubt about any of the contents of this prospectus, you should seek independent professional advice. Strawbear Entertainment Group 稻草熊娛樂集團 (Incorporated in the Cayman Islands with limited liability) GLOBAL OFFERING Number of Offer Shares under : 165,780,000 Shares (subject to the the Global Offering Over-allotment Option) Number of Hong Kong Offer Shares : 16,578,000 Shares (subject to reallocation) Number of International Offer Shares : 149,202,000 Shares (subject to reallocation and the Over-allotment Option) Maximum Offer Price : HK$6.16 per Offer Share, plus brokerage of 1%, SFC transaction levy of 0.0027% and Hong Kong Stock Exchange trading fee of 0.005% (payable in full on application in Hong Kong dollars and subject to refund) Nominal Value : US$0.000025 per Share Stock Code : 2125 Joint Sponsors and Joint Representatives Joint Global Coordinators, Joint Bookrunners and Joint Lead Managers Joint Bookrunners and Joint Lead Managers 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 in “Appendix V — Documents Delivered to the Registrar of Companies and Available for Inspection,” has been registered by 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 and the Registrar of Companies in Hong Kong take no responsibility as to the contents of this prospectus or any other documents referred to above. The Offer Price is expected to be determined by agreement between us and the Joint Representatives (for themselves and on behalf of the Underwriters) onor about Friday, January 8, 2021 and, in any event, not later than Monday, January 11, 2021. The Offer Price will not be more than HK$6.16 per Offer Share and is expected to be not less than HK$5.10 per Offer Share, unless otherwise announced. Applicants for Hong Kong Offer Shares are required to pay, on application, the maximum Offer Price of HK$6.16 per Offer Share for each Hong Kong Offer Share together with brokerage of 1%, SFC transaction levy of 0.0027%, and Stock Exchange trading fee of 0.005%, subject to refund if the Offer Price as finally determined is less than HK$6.16 per Offer Share. If, for any reason, the Offer Price is not agreed between us and the Joint Representatives (for themselves and on behalf of the Underwriters) on or before Monday, January 11, 2021, the Global Offering (including the Hong Kong Public Offering) will not proceed and will lapse. The Joint Representatives (for themselves and on behalf of the Underwriters) may, where considered appropriate and with the consent of our Company, reduce the number of Offer Shares and/or the indicative Offer Price range stated in this prospectus at any time on or prior to the morning of the last day for lodging applications under the Hong Kong Public Offering. In such a case, we will, as soon as practicable following the decision to make such reduction and in any event not later than the morning of the day which is the last day for lodging applications under the Hong Kong Public Offering, cause there to be published on the websites of the Hong Kong Stock Exchange at www.hkexnews.hk and on the website of our Company at www.strawbearentertainment.com. See “Structure of the Global Offering” and “How to Apply for the Hong Kong Offer Shares” for more details. The Offer Shares have not been and will not be registered under the U.S. Securities Act or any state securities law in the United States and may not be offered, sold, pledged or transferred within the United States, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act. The Offer Shares are being offered and sold only outside the United States in offshore transactions in reliance on Regulation S. Prior to making an investment decision, prospective investors should consider carefully all of the information set out in this prospectus, including the risk factors set out in “Risk Factors.” The obligations of the Hong Kong Underwriters under the Hong Kong Underwriting Agreement are subject to termination by the Joint Representatives (for themselves and on behalf of the Underwriters) if certain grounds arise prior to 8:00 a.m. on the Listing Date. Such grounds are set out in “Underwriting.” It is important that you refer to that section for further details. December 31, 2020 EXPECTED TIMETABLE(1) Latest time to complete electronic applications under the HK eIPO White Form service through one of the below ways (2): (1) the IPO App, which can be downloaded by searching “IPO App” in App Store or Google Play or downloaded at www.hkeipo.hk/IPOApp or www.tricorglobal.com/IPOApp (2) the designated website www.hkeipo.hk ..........................11:30 am on Friday, January 8, 2021 Application lists of the Hong Kong Public Offering open(3) ................11:45 am on Friday, January 8, 2021 Latest time to lodge WHITE and YELLOW Application Forms ...........12:00 noon on Friday, January 8, 2021 Latest time to give electronic application instructions to HKSCC(4) ........12:00 noon on Friday, January 8, 2021 Latest time to complete payment of HK eIPO White Form applications by effecting internet banking transfer(s) or PPS payment transfer(s) .......12:00 noon on Friday, January 8, 2021 Application lists of the Hong Kong Public Offering close ................12:00 noon on Friday, January 8, 2021 Expected Price Determination Date ........................................... Friday, January 8, 2021 (1) Announcement of: • final offer price; • the level of applications in the Hong Kong Public Offering; • the indication of level of interest in the International Offering; and • the basis of allocation of the Hong Kong Offer Shares; expected to be published on the websites of the Stock Exchange at www.hkexnews.hk and our Company at www.strawbearentertainment.com on or before(8) ...................... Thursday, January 14, 2021 (2) Announcement of results of allocations in the Hong Kong Public Offering (including successful applicants’ identification document numbers, where appropriate) to be available through a variety of channels as described in the section headed “How to Apply for the Hong Kong Offer Shares — 11. Publication of Results” in this prospectus(8) .......Thursday, January 14, 2021 –i– EXPECTED TIMETABLE(1) (3) A full announcement of the Hong Kong Public Offering containing (1) and (2) above to be published on the website of the Stock Exchange at www.hkexnews.hk and our Company’s website at www.strawbearentertainment.com(5) from(8) ........................... Thursday, January 14, 2021 Results of allocations for the Hong Kong Public Offering (with successful applicants’ identification document numbers where appropriate) will be available at the “IPO Results” function in the IPO App or at www.tricor.com.hk/ipo/result or www.hkeipo.hk/IPOResult with a “search by ID” function from(8) ................ Thursday, January 14, 2021 Dispatch/collection of Share certificates or deposit of Share certificates into CCASS in respect of wholly or partially successful applications pursuant to the Hong Kong Public Offering on or before(6)(8) ..................... Thursday, January 14, 2021 Dispatch/collection of HK eIPO White Form e-Auto Refund payment instructions/refund cheques in respect of wholly or partially successful applications on or before(7)(8) ................................... Thursday, January 14, 2021 Dealings in Shares on the Stock Exchange expected to commence on(8) ................. Friday, January 15, 2021 Application for the Hong Kong Offer Shares will commence on Thursday, December 31, 2020 through Friday, January 8, 2021, being longer than normal market practice of four days. The application monies (including the brokerages, SFC transaction levies and Stock Exchange trading fees) will be held by the receiving bank on behalf of the Company and the refund monies, if any, will be returned to the applicants without interest on Thursday, January 14, 2021. Investors should be aware that the dealings in the Shares on the Stock Exchange are expected to commence on Friday, January 15, 2021. Notes: (1) All times and dates refer to Hong Kong local time and date, except as otherwise stated. (2) You will not be permitted to submit your application through the IPO App or the designated website at www.hkeipo.hk after 11:30 a.m. on the last day for submitting applications. If you have already submitted your application and obtained an application reference number from the IPO App or the designated website prior to 11:30 a.m., you will be permitted to continue the application process (by completing payment of application monies) until 12:00 noon on the last day for submitting applications, when the application lists close. (3) If there is a tropical cyclone warning signal number 8 or above, a “black” rainstorm warning and/or Extreme Conditions at any time between 9:00 a.m. and 12:00 noon on Friday, January 8, 2021, the application lists will not open on that day. See the section headed “How to Apply for the Hong Kong Offer Shares — (10) Effect of Bad Weather and/or Extreme Conditions on the Opening of the Application Lists” in this prospectus.