01532 中国派对文化展示文件：董事会函件

China Partytime Culture Holdings Limited

中国派对文化控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1532)

Executive Directors:

Mr. Teng Hao (Chairman)

Mr. Xu Chengwu (Chief Executive Oficer)

Mr. Chen Jinbo

Independent Non-executive Directors:

Mr. Chen Wen Hua

Ms. Peng Xu

Mr. Zheng Jin Min

Registered Ofice:

Windward 3, Regata Ofice Park

P.O. Box 1350

Grand Cayman KY1-1108

Cayman Islands

Headquarter and Principal Place of

Busines in the PRC:

No. 3 Chunchao Road

Yichun Economic &

Technological Development Zone

Jiangxi Province, PRC

Principal Place of

Busines in Hong Kong:

Rom 225–27, 2/F., Mega Cube

8 Wang Kwong Road, Kowlon Bay

Kowlon

Hong Kong

25 July 2025

Dear Shareholders,

(1) PROPOSED ISUANCE OF UNLISTED WARANT

UNDER SPECIFIC MANDATE

AND

(2) NOTICE OF EXTRAORDINARY GENERAL METING

1. INTRODUCTION

Reference is made to the Anouncement in relation to, among others, the Warant Subscription

Agrement and the transactions contemplated thereunder.

The purpose of this circular is to provide you with, among other things, (i) further details

of the Warant Subscription Agrement and the transactions contemplated thereunder (including

without limitation, (a) the alotment and isue of the Warant Shares upon exercise of the

subscription rights ataching to the Warant; and (b) the Specific Mandate); (i) a notice

convening the EGM; and (i) other information required under the Listing Rules.

2. PROPOSED ISUE OF UNLISTED WARANT UNDER SPECIFIC MANDATE

2.1 Warant Subscription Agrement

On 26 March 2025 (after trading hours), the Company entered into the Warant

Subscription Agrement with the Subscriber, pursuant to which the Company conditionaly

agred to isue to the Subscriber the Warants confering the rights to subscribe for the

Warant Shares.

The principal terms of the Warant Subscription Agrement are set forth below:

Date 26 March 2025 (after trading hours).

Parties The Company, as the Isuer of the Warants; and

PM Partners I LP, as the Subscriber of the Warants.

Subject The Company has conditionaly agred to isue the

Warant confering the rights, upon fulfilment of the

Exercise Condition to the satisfaction of the Company,

to subscribe for the Warant Shares (representing a

maximum of 354,652,624 Shares) during the Exercise

Period at a nominal Subscription Price of HK$1.00.

The Exercise Price at which the Shares are isued upon

exercise of the Exercise Rights is adjusted from time to

time in acordance with the warant instrument

conditions. Asuming no adjustment, the exercise ratio

in respect of the number of Shares to be isued per

Warant is 1:1.

Conditions Precedent Completion is conditional upon the satisfaction (or, if

aplicable, waiver) of the folowing conditions

precedent:

(a) the Company having obtained aproval by way of

ordinary resolution(s) at the EGM by the relevant

Shareholders (other than those who are required to

abstain from voting) in respect of the isue and

alotment of the Warant and the Warant Shares

and the granting of authority to the Board to deal

with al related maters and such aproval

remaining valid and efective;

(b) the Stock Exchange having aproved the Warant

prior to its isue or grant and the Listing

Comite of the Stock Exchange having granted

the aproval for the listing of and the permision

to deal in al the Warant Shares, and such

aproval remains valid and efective;

change on or prior to completion of the Warant

Subscription Agrement;

(d) the Company’s waranties included in the Warant

Subscription Agrement remaining true and

acurate in al respects and not misleading in any

respect on the date of Completion, and no event

has ocured and no mater has arisen which would

render any of the waranties untrue, inacurate or

misleading; and

(e) the Subscriber’s waranties included in the Warant

Subscription Agrement remaining true and

acurate in al respects and not misleading in any

respect on the date of Completion, and no event

has ocured and no mater has arisen which would

render any of the waranties untrue, inacurate or

misleading.

The Company may not waive (in whole or in part,

whether conditionaly or unconditionaly) any of the

Conditions Precedent (except for (e). The Subscriber

may waive (in whole or in part, whether conditionaly

or unconditionaly) any of the Conditions Precedent

(except for (a), (b) and/or (e).

If the Conditions Precedent have not ben fulfiled (or

as the case may be, waived) by the Long Stop Date, the

Parties may terminate the Warant Subscription

Agrement whereupon such agrement (save and except

the customary surviving provisions, which shal survive

termination of the Warant Subscription Agrement)

shal lapse imediately thereafter and be of no further

efect, but al rights and liabilities of the Parties which

have acrued before termination shal continue to exist.

Warant Shares Upon fulfilment of the Exercise Condition, which shal

render the Warant exercisable, the Warant Shares

(being a maximum of 354,652,624 Shares in total)

could be aloted and isued which represents:

% of the existing isued share

capital of the Company as at the date of the

Warant Subscription Agrement; and

i. aproximately 16.67% of the isued share capital

of the Company as to be enlarged by the alotment

and isue of the Warant Shares (asuming that

there is no other change to the total number of

Shares from the date of the Warant Subscription

Agrement to the date of Completion).

As at the Latest Practicable Date, the Company did not have

any derivatives, options, warants and conversion rights or

other similar rights which are convertible or exchangeable into

Shares.

Completion Subject to the Conditions Precedent being fulfiled (or

as the case may be, waived), Completion shal take

place within the 10th busines day after the last

Condition Precedent is satisfied or waived in

acordance with the Warant Subscription Agrement, or

such other date as the parties may agre in writing.

Ranking The Warant Shares, when isued and fuly paid, wil

rank pari pasu in al respects among themselves and

with al other Shares in isue at the time of alotment

and isue of the Warant Shares.

Specific Mandate The Warant Shares wil be aloted and isued under

the Specific Mandate to be sought from the

Shareholders at the EGM.

Listing aplication An aplication has ben made by the Company to the

Listing Comite of the Stock Exchange for the listing of,

and permision to deal in, the Warant Shares on the Stock

Exchange.

2.2 Warant Instrument

Pursuant to the terms of the Warant Subscription Agrement, the Company shal

create the Warant by way of a ded pol instrument. The principal terms of the Warants

are set forth below:

Isuer The Company

Number of Warants The Warant is conditionaly exercisable into the

Warant Shares (being a maximum of 354,652,624

Shares in total) in the maner set out in the Warant

Subscription Agrement.

The Exercise Price at which the Shares are isued upon

exercise of the Exercise Rights is adjusted from time to

time in acordance with the warant instrument

conditions. Asuming no adjustment, the exercise ratio

in respect of the number of Shares to be isued per

Warant is 1:1.

Exercise Condition(s) The right of the Warantholder(s) to exercise the

Warant shal be subject to the fulfilment, to the

reasonable satisfaction of the Company, of the

folowing condition (the “Exercise Condition(s)”):

(i) The Warantholders (whether by oneself or with

one another Warantholder) must make or procure

third party investor(s) to make Qualified

Investment(s), being investment with an agregate

Value of no les than US$100 milion or equivalent

(or such other amount as mutualy agred betwen

the Isuer and the Warantholder) into the Group

(“Minimum Investment”), in cash and/or asets of

equivalent Value, by the third (3rd) aniversary of

the isue date of the Warant (“Minimum

Investment Deadline”), in acordance with the

folowing conditions:

“Qualified Investment” shal mean:

(A) an investment made in cash for new

Securities isued by the Isuer, where

the subscription price and terms of

isuance are aceptable to the Isuer and

comply with aplicable laws and the

Listing Rules. “Securities” shal mean

any financial instruments isued by the

Isuer that represent ownership, debt, or

other rights in the Isuer, including but

not limited to shares (ordinary,

preference, or other clases), bonds,

debentures, convertible instruments,

warants, options, hybrid instruments, or

any other instruments that are

recognised as securities under aplicable

Laws and the Listing Rules, and that

may be isued in compliance with the

Isuer’s constitutional documents and al

aplicable regulatory requirements; or

(B) an investment made through the transfer

of asets of equivalent value, where such

asets are aceptable to the Isuer,

independently apraised to the Isuer’s

reasonable satisfaction, and capable of

being monetised or utilised by the Isuer

in its busines operations.

(2) The Qualified Investment must comply with

al aplicable laws and the Listing Rules, and

al necesary consents, aprovals, and waivers

required for the investment must be obtained.

(3) The Minimum Investment must be completed

at least ten (10) Busines Days before the

Warantholder(s) delivers its notice of

intention to exercise the Warant.

“Value” shal mean the agregate fair market

value of the cash and/or asets provided as

part of the Qualified Investment, determined

as folows:

(A) Cash Contributions: For cash

contributions, the value shal be demed

equal to the amount of cleared funds

received in the Isuer’s designated bank

acount, fre and clear of any

deductions, set-ofs, or encumbrances,

and denominated in United States

Dolars (USD). Where the investment is

made in a curency other than USD, the

value shal be determined based on the

prevailing exchange rate quoted by a

leading international bank selected by

the Isuer on the date the funds or asets

are received.

(B) Aset Contributions: For asets, the

value shal (i) be based on an

independent valuation conducted by an

independent qualified valuer (having the

meaning ascribed to it under the Listing

Rules), where the Listing Rules or other

aplicable regulations require such

valuation; or (i) where no such

requirement exists under the Listing

Rules or other aplicable regulations, be

determined in such maner as may be

agred betwen the Isuer and the

Warantholder(s), having regard to the

type and nature of the relevant asets.

If the Exercise Condition is not fulfiled to the

satisfaction of the Isuer on or before the Minimum

Investment Deadline, the right of the Warantholder(s)

to exercise the Warant shal lapse and become nul and

void, unles the Isuer agres, in writing and at its sole

discretion, to extend the Expiration Date.

In the event that the Qualified Investment is determined

by the Stock Exchange to be a reverse takeover and/or

backdor listing under Rule 14.06B and/or 14.06D of

the Listing Rules, the Company wil comply with the

relevant requirements of the Listing Rules.

Undertaking from the

Isuer in relation to the

Exercise Condition

The Isuer acknowledges that the Warantholder(s)’s

fulfilment of the Exercise Condition requires the

coperation and asistance of the Isuer. Acordingly,

the Isuer shal:

(i) Provide al reasonable asistance and coperation

to facilitate the fulfilment of the Exercise

Condition, including but not limited to furnishing

necesary information, certifications, or aprovals

as required for the Qualified Investment, in

compliance with aplicable Laws and the Listing

Rules.

(i) Promptly review and respond to any proposed

terms of the Qualified Investment submited by the

Warantholder for aproval, including providing

writen aproval or requesting reasonable

amendments to ensure such terms are

comercialy aceptable to the Isuer.

(i) Promptly aply for, obtain, and maintain any

consents, aprovals, or waivers required under

aplicable Laws and the Listing Rules for the

Qualified Investment, to the extent such consents,

aprovals, or waivers fal within the Isuer’s

control or responsibility.

(iv) Notify the Warantholder in writing as son as

reasonably practicable upon receipt of evidence of

fulfilment of the Exercise Condition, specifying:

(1) whether the Exercise Condition has ben

satisfied; or

(2) any aditional requirements necesary for the

exercise of the Warant, including any

deficiencies in the documentation or proces

that must be remedied.

(v) Act reasonably and in god faith at al times in

conection with the Warantholder’s eforts to

fulfil the Exercise Condition.

The Isuer shal ofer al reasonable asistance

(including, among others, procuring execution of al

necesary transaction documents notify the

Warantholder in writing as son as reasonably

practicable upon receipt of evidence of fulfilment of

the Exercise Condition, specifying whether the Exercise

Condition has ben satisfied or any aditional

requirements necesary for the exercise of the Warant.

Exercisability The Warant may be exercised in whole or in part

during the Exercise Period upon fulfilment of the

Exercise Condition.

Exercise Price The Exercise Price is HK$0.09 (subject to adjustments)

and shal not be les than the par value of a Share. The

Exercise Price represents:

% to the closing

price of HK$0.10 per Share as quoted on the Stock

Exchange on the date of the Warant Subscription

Agrement;

i. a discount of aproximately 12.96% to the average

closing price of HK$0.1034 per Share as quoted on

the Stock Exchange for the last five (5)

consecutive trading days imediately before the

date of the Warant Subscription Agrement up to

and including the Last Trading Day; and

i. a discount of aproximately 14.12% to the average

closing price of HK$0.1048 per Share as quoted on

the Stock Exchange for the last ten (10)

consecutive trading days up to and including the

Last Trading Day.

The Exercise Price of HK$0.09 (subject to adjustments)

per Warant Share was arived at after arm’s length

negotiations betwen the Company and the Subscriber

with reference to the (i) recent trading prices of the

Shares; (i) the curent market sentiment and the

historical Share price; and (i) the reasons for and

benefits of the isue of the Warant set out in the

section headed “REASONS FOR AND BENEFITS OF

THE ISUE OF THE WARANTS AND INTENDED

USE OF PROCEDS” below.

Warant Shares The Warant Shares, being a maximum of 354,652,624

Shares to be isued by the Company pursuant to the

terms of the Warant, represents:

% of the existing isued share

capital of the Company as at the date of the

Warant Subscription Agrement; and

i. aproximately 16.67% of the isued share capital

of the Company as to be enlarged by the alotment

and isue of the Warant Shares (asuming that

there is no other change to the total number of

Shares from the date of the Warant Subscription

Agrement to the date of Completion).

Rights on liquidation If the Company is wound up before the Long Stop Date,

al Exercise Rights which have not ben exercised prior

to the comencement of the winding-up shal lapse and

the Warant wil cease to be valid for the purpose of

exercising any Exercise Rights.

Transferability (A) Transferability prior to satisfaction of Exercise

Condition(s)

The Warant shal be transferable only by the

Initial Warantholder to its Afiliates, provided that

the Initial Warantholder provides evidence

reasonably satisfactory to the Isuer that the

transfere qualifies as an Afiliate. Any purported

transfer or exchange of the Warant, in whole or in

part, other than to an Afiliate, shal be nul and

void and shal not be recognised by the Isuer. The

Warant Certificate isued in respect of the

Warant may only be held by the Initial

Warantholder and/or its registered Afiliates, and

no asignment, sale, transfer, or other disposition

of the Warant, whether voluntary or involuntary,

shal be permited except as expresly provided

herein. For the avoidance of doubt, any Afiliate

holding the Warant shal not transfer, asign, sel,

or otherwise dispose of the Warant, in whole or in

part, to any other person or entity. Any purported

transfer by an Afiliate shal be nul and void and

shal not be recognised by the Isuer.

For the purposes of above, “Afiliate” means, in

relation to the Initial Warantholder: (a) any entity

or individual that directly or indirectly controls, is

controled by, or is under comon control with the

Initial Warantholder; or (b) any individual that is

a director, senior management member, or

employe of the Initial Warantholder or any of its

Afiliates as defined in (a) above.

The Initial Warantholder shal provide

documentary evidence reasonably satisfactory to

the Isuer, such as corporate records,

organizational charts, or other relevant materials,

to demonstrate that the transfere mets the

definition of an Afiliate prior to the registration of

any transfer.

(B) Transferability upon satisfaction of Exercise

Condition(s)

Upon the satisfaction of the Exercise Condition(s), the

Warant shal be frely transferable.

The Warant Certificate isued in respect of the

Warant may be held by any registered

Warantholder, and no further restrictions on the

transferability, asignment, sale, or other

disposition of the Warant shal aply, except as

may be required by aplicable Laws, the Listing

Rules, or the articles of asociation of the Isuer.

Adjustments As agred betwen the Company and the Subscriber, the

Exercise Price shal be adjusted in each of the folowing

cases (the “Adjustment Event(s)”):

(a) Consolidation, Subdivision or Reclasification: If

and whenever there shal be an alteration to the

nominal value of the Shares as a result of

consolidation, subdivision or reclasification, the

Exercise Price shal be adjusted by multiplying the

Exercise Price in force imediately before such

alteration by the folowing fraction:

where:

A is the nominal amount of one Share imediately after

such alteration; and

B is the nominal amount of one Share imediately

before such alteration.

Such adjustment shal become efective on the date the

alteration takes efect.

(b) Capitalisation of Profits or Reserves:

(A) If and whenever the Isuer shal isue any

Shares credited as fuly paid to the

Shareholders by way of capitalisation of

profits or reserves (including any share

premium acount) including Shares paid up

out of distributable profits or reserves and/or

share premium acount isued, save where

Shares are isued in lieu of the whole or any

part of a specificaly declared cash Dividend

(the “Relevant Cash Dividend”), being a

Dividend which the Shareholders concerned

would or could otherwise have received and

which would not have constituted a Capital

Distribution (a “Scrip Dividend”), the

Exercise Price shal be adjusted by

multiplying the Exercise Price in force

imediately before such isue by the

folowing fraction:

where:

A is the agregate nominal amount of the

isued Shares imediately before such isue;

and

B is the agregate nominal amount of the

isued Shares imediately after such isue.

Such adjustment shal become efective on

the date of isue of such Shares or if a record

date is fixed therefor, imediately after such

record date.

(B) In the case of an isue of Shares by way of a

Scrip Dividend where the Curent Market

Price of such Shares on the date of

anouncement of the terms of such isue of

Shares multiplied by the number of Shares

isued exceds the amount of the Relevant

Cash Dividend or the relevant part thereof

and which would not have constituted a

Capital Distribution, the Exercise Price shal

be adjusted by multiplying the Exercise Price

in force imediately before the isue of such

Shares by the folowing fraction:

A + B

A + C

where:

A is the agregate nominal amount of the

isued Shares imediately before such isue;

B is the agregate nominal amount of Shares

isued by way of such Scrip Dividend

multiplied by a fraction of which: (i) the

numerator is the amount of the whole (or the

relevant part) of the Relevant Cash Dividend;

and (i) the denominator is the Curent

Market Price of the Shares isued by way of

Scrip Dividend in respect of each existing

Share in lieu of the whole (or the relevant

part) of the relevant cash dividend; and

C is the agregate nominal amount of Shares

isued by way of such Scrip Dividend.

Such adjustment shal become efective on

the date of isue of such Shares or if a record

date is fixed therefor, the day imediately

after such record date.

shal pay or make any Capital Distribution to the

Shareholders (except where the Exercise Price fals

to be adjusted under Adjustment Event 6.6(b)

above), the Exercise Price shal be adjusted by

multiplying the Exercise Price in force

imediately before such Capital Distribution by

the folowing fraction:

A – B

where:

A is the Curent Market Price of one Share on the

last Trading Day preceding the date on which the

Capital Distribution is publicly anounced; and

B is the Fair Market Value on the date of such

anouncement of the portion of the Capital

Distribution atributable to one Share.

Such adjustment shal become efective on the date that

such Capital Distribution is made.

(d) Dividends: If and whenever the Isuer shal pay or

make any Dividend to the Shareholders, the

Exercise Price shal be adjusted by multiplying the

Exercise Price in force imediately before such

Dividend by the folowing fraction:

A – B

where:

A is the Curent Market Price of one Share on the

last Trading Day preceding the date on which the

Dividend is publicly anounced; and

B is the Fair Market Value on the date of such

anouncement of the portion of the cash

distribution atributable to one Share.

Such adjustment shal become efective on the date

that such Dividend is paid.

(e) Rights Isues of Shares or Options over Shares: If

and whenever the Isuer shal isue Shares to al or

substantialy al Shareholders as a clas by way of

rights, or isue or grant to al or substantialy al

Shareholders as a clas, by way of rights, of

options, warants or other rights to subscribe for or

purchase any Shares, in each case at les than the

Curent Market Price per Share, the Exercise Price

shal be adjusted by multiplying the Exercise Price

in force imediately before such isue or grant by

the folowing fraction:

A + B

A + C

where:

A is the number of Shares in isue imediately

before such anouncement;

B is the number of Shares which the agregate

amount (if any) payable for the Shares isued by

way of rights or for the options or warants or

other rights isued or granted by way of rights and

for the total number of Shares comprised therein

would purchase at such Curent Market Price per

Share; and

C is the agregate number of Shares isued or, as

the case may be, comprised in the isue or grant.

Such adjustment shal become efective on the date

of isue of such Shares or isue or grant of such

options, warants or other rights (as the case may

be).

(f) Rights Isues of Other Securities: If and whenever

the Isuer shal isue any securities (other than

Shares or options, warants or other rights to

subscribe for or purchase Shares) to al or

substantialy al Shareholders as a clas, by way of

rights, or the isue or grant to al or substantialy

al Shareholders as a clas by way of rights, of any

options, warants or other rights to subscribe for or

purchase or otherwise acquire, any securities

(other than Shares or options, warants or other

rights to subscribe for or purchase Shares), the

Exercise Price shal be adjusted by multiplying the

Exercise Price in force imediately before such

isue or grant by the folowing fraction:

A – B

where:

A is the Curent Market Price of one Share on the

last Trading Day preceding the date on which such

isue or grant is publicly anounced; and

B is the Fair Market Value on the date of such

anouncement of the portion of the rights

atributable to one Share.

Such adjustment shal become efective on the date of

isue of the securities or grant of such rights, options or

warants (as the case may be).

(g) Isues at les than Curent Market Price: If and

whenever the Isuer shal isue (otherwise than as

mentioned in Condition 6.6(d) any Shares (other

than Shares isued on the exercise of Exercise

Rights or the options granted by the Isuer

pursuant to its employe share option schemes, or

any other rights of conversion into, or exchange or

subscription for, Shares) or the isue or grant of

(otherwise than as mentioned in Adjustment Event

I above and other than the options granted by the

Isuer pursuant to its employe share option

schemes) options, warants or other rights to

subscribe or purchase Shares in each case at a

price per Share which is les than the Curent

Market Price on the last Trading Day preceding the

date of anouncement of the terms of such isue,

the Exercise Price shal be adjusted by multiplying

the Exercise Price in force imediately before

such isue or grant by the folowing fraction:

A + B

A + C

where:

A is the number of Shares in isue imediately

before the isue of such aditional Shares or the

grant of such options, warants or other rights to

subscribe for or purchase any Shares;

B is the number of Shares which the agregate

consideration (if any) receivable by the Isuer for

such aditional Shares to be isued or otherwise

made available or, as the case may be, upon the

exercise of any such options, warants or rights,

would purchase at such Curent Market Price per

Share; and

C is the maximum number of aditional Shares

isued or the maximum number of Shares that may

be isued upon exercise of such options, warants

or rights.

References to aditional Shares in the above

formula shal, in the case of an isue or grant by

the Isuer of options, warants or other rights to

subscribe for or purchase Shares, mean such

Shares to be isued, or otherwise made available,

asuming that such options, warants or other

rights are exercised in ful at the initial exercise

price (if aplicable) on the date of isue or grant

of such options, warants or other rights.

Such adjustment shal become efective on the date

of isue of such aditional Shares or, as the case

may be, the grant of such options, warants or

other rights.

(h) Other Isues at les than Curent Market Price:

Save in the case of an isue of securities arising

from a conversion or exchange of other existing

securities in acordance with the terms aplicable

to such existing securities themselves faling

within the provisions of this Adjustment Event (h),

if and whenever the Isuer or any Subsidiary of the

Isuer (otherwise than as mentioned in Adjustment

Events (d), (f) or (g) above) or (at the direction or

request of or pursuant to any arangements with

the Isuer or any Subsidiary) any other company,

person or entity (otherwise than as mentioned in

Adjustment Event (d), (f) or (g) above) shal isue

any securities (other than the Warant and the

options granted by the Isuer pursuant to its

employe share option schemes) which by their

terms of isue cary (directly or indirectly) rights

of exercise into, or exchange or subscription for or

purchase of, or to otherwise acquire, Shares isued

or to be isued by the Isuer or securities which by

their terms may be redesignated Shares receivable

upon conversion, exchange, subscription or

redesignation at a consideration per Share which is

les than the Curent Market Price on the last

Trading Day preceding the date of anouncement

of the terms of isue of such securities, the

Exercise Price shal be adjusted by multiplying the

Exercise Price in force imediately before such

isue by the folowing fraction:

A + B

A + C

where:

A is the number of Shares in isue imediately

before such isue or grant (but where the relevant

securities cary rights of conversion into, or rights

of exchange or subscription for, or purchase or

acquisition of, Shares which have ben isued by

the Isuer for the purposes of, or in conection

with, such isue, les the number of Shares so

isued);

B is the number of Shares which the agregate

consideration (if any) receivable by the Isuer for

the Shares to be isued or otherwise made

available upon exercise or exchange or on exercise

of the right of subscription or purchase or

acquisition atached to such securities or, as the

case may be, the Shares would purchase at such

Curent Market Price per Share; and

C is the maximum number of Shares to be isued

or otherwise made available upon exercise or

exchange of such securities or on the exercise of

such rights of subscription or purchase or

acquisition atached thereto at the initial exercise,

exchange or subscription price or rate or, as the

case may be, the maximum number of Shares to be

isued or to arise or to be made available from any

such redesignation.

Such adjustment shal become efective on the date of

isue of such securities.

(i) Modification of Rights of Exercise etc.: If and

whenever there is any modification of the rights of

exercise, exchange, subscription, purchase or

acquisition ataching to any such securities as are

mentioned in Adjustment Event (h) above (other

than in acordance with the existing terms

aplicable to such securities) so that the

consideration per Share (for the number of Shares

available on exercise, exchange or subscription

folowing the modification) is les than the Curent

Market Price on the last Trading Day preceding the

date of anouncement of the proposals for such

modification, the Exercise Price shal be adjusted

by multiplying the Exercise Price in force

imediately before such modification by the

folowing fraction:

A + B

A + C

where:

A is the number of Shares in isue imediately

before such modification (but where the relevant

securities cary rights of conversion into, or rights

of exchange or subscription for, or purchase or

acquisition of, Shares which have ben isued by

the Isuer for the purposes of, or in conection

with, such isue, les the number of Shares so

isued);

B is the number of Shares which the agregate

consideration (if any) receivable by the Isuer for

the Shares to be isued, or otherwise made

available, on exercise or exchange or on exercise

of the right of subscription, purchase or acquisition

atached to the securities so modified would

purchase at such Curent Market Price per Share

or, if lower, the existing exercise, exchange,

subscription or purchase price of such securities;

and

C is the maximum number of Shares to be isued,

or otherwise made available, on exercise or

exchange of such securities or on the exercise of

such rights of subscription, purchase or acquisition

atached thereto at the modified exercise,

exchange, subscription or purchase price or rate

but giving credit in such maner as the Expert

considers apropriate (if at al) for any previous

adjustment under this Adjustment Event (h) or

Adjustment Event (i) above.

Such adjustment shal become efective on the date of

modification of the rights of exercise, exchange,

subscription, purchase or acquisition ataching to such

securities.

(j) Other Ofers to Shareholders: If and whenever

there is an isue, sale or distribution by or on

behalf of the Isuer or any Subsidiary or (at the

direction or request of or pursuant to any

arangements with the Isuer or any Subsidiary)

any other company, person or entity of any

securities in conection with an ofer by or on

behalf of the Isuer or any Subsidiary or such

other company, person or entity pursuant to which

ofer the Shareholders generaly (meaning for

these purposes the holders of at least 50 per cent.

of the Shares outstanding at the time such ofer is

made) are entitled to participate in arangements

whereby such securities may be acquired by them

(except where the Exercise Price fals to be

adjusted under Adjustment Events (d), (f), (g) or

(h) above), the Exercise Price shal be adjusted by

multiplying the Exercise Price in force

imediately before such isue, sale or distribution

by the folowing fraction:

A – B

where:

A is the Curent Market Price of one Share on the

last Trading Day preceding the date on which such

isue is publicly anounced; and

B is the Fair Market Value on the date of such

anouncement of the portion of the rights

atributable to one Share.

Such adjustment shal become efective on the date of

isue, sale or distribution of the securities.

Voting The Warantholder wil not be entitled to receive notice

of or atend or vote at general metings of the Company

by reason only of being the holders of a Warant. The

Warantholder wil not be entitled to participate in any

distribution and/or ofers of further securities made by

the Company by reason only of being the holders of the

Warants.

Nomination and

apointment of senior

adviser

Subject to compliance with the aplicable laws and the Listing

Rules:

(a) the Initial Warantholder shal have the right

during the Exercise Period to nominate one person

to serve as the position of senior adviser of the

Isuer by giving notice in writing to the Isuer;

(b) the Isuer shal undertake to use its reasonable

endeavours to convene a meting of the Board for

the apointment of the person nominated by the

Initial Warantholder, provided that (i) such person

shal be suitable for acting in the position of senior

adviser, as determined by the Board in god faith

and to the extent required by aplicable laws and

regulations; and (i) such apointment shal be

subject to the execution of a contract betwen the

Isuer and such person, seting out the terms and

conditions of such engagement, including duties,

responsibilities, remuneration (if any), and

duration of apointment, in acordance with the

Isuer’s corporate governance requirements.

PROVIDED THAT: (i) the right of nomination under

this warant instrument condition shal only be available

to the Initial Warantholder, for so long as the Initial

Warantholder is the holder of any Warant; and (i) for

the avoidance of doubt, no subsequent Warantholder,

nor any transfere of the Warant (whether in whole or

in part), shal be entitled to exercise the rights under

this warant instrument condition.

Listing No aplication wil be made for the listing of the

Warant on the Stock Exchange or any other stock or

securities exchange.

3. REASONS FOR AND BENEFITS OF THE ISUE OF THE WARANT AND

INTENDED USE OF PROCEDS

The isuance of the Warant to the Subscriber, PM Partners I LP, is a strategic decision by

the Company aimed at incentivising the Subscriber to asist the Company in atracting

investments. The Directors believe that the fulfilment of the Exercise Condition, which requires

the Subscriber to procure Qualified Investments of at least US$100 milion or equivalent within

thre years from the date of isuance of the Warant, wil significantly enhance the Company’s

financial position. Such investments are expected to provide much-neded capital for the Isuer’s

operations, improve liquidity, and strengthen the Company’s ability to pursue its long-term

busines strategy and growth objectives.

The rise of slow fashion and customization saw a coresponding decline in fast fashion in

2024, as more consumers gravitated towards slow fashion and customization. Consumers began

to prioritize quality over quantity, resulting in some of our major customers to adopt made-to-

order models. Furthermore, geopolitical tensions and suply chain disruptions in recent years led

our customers to explore nearshoring and reshoring options. Our customers may source closer to

home reduced lead times and reliability. Nearshoring, particularly in the United States and within

the EU, alow customers to respond more quickly to consumer demands and changing fashion

trends. The above factors coupled with the recent tarifs imposed by the United States government

would lead to more intense competition from supliers of other countries and also lead to price

reductions and reduction in our profit margin.

Having considered the fact that (i) competition in its busines is geting more intense; and

(i) the previous diversification initiatives, such as the expansion into factory subleasing in 2019

and the acquisition of busineses in fabric care, personal hygiene, and home care products in

2022 have produced limited returns on investment, the Company is loking forward to having a

breakthrough on its busines development by entering into this subscription agrement whereby

the Subscriber shal procure promising busines oportunities with an agregate Value of

Qualified Investments of US$100 milion, which may be provided in either cash or asets of

equivalent value. The Company wil comply with the relevant Listing Rules as and when

apropriate. The threshold for the Qualified Investment of US$100 milion was established

through an arms’ length negotiation betwen the Company and the Subscriber, taking into

acount (i) the size of investment targets that the Subscriber is confident can be procured; and

(i) the value of investments that Company is capable of making considering its resources such

as its expected borowing power and isuance of the new consideration Shares which may be

used to setle considerations for the Qualified Investments.

In particular, the Board considers that the curent total liabilities to asets ratio of 12.81%

(calculated based on the total borowings, divided by the total asets of the Group as at 31

December 2024) and the estimated total liabilities to asets ratio of 68.3% (asuming the

Qualified Investments of US$100 milion entirely financed by borowings and the total liabilities

and asets of the Group enlarged by US$100 milion), the Board is in the view that the Company

can sustain an aceptable total liabilities to asets ratio that efectively balances risk and

oportunity and within the range of industry averages of various sectors. If the Qualified

Investments of US$100 milion are entirely setled by the isuance of consideration shares, it

wil enhance the equity base of the Company which wil further suport investments and growth.

This makes the threshold a prudent target aligned with the Company’s financial capabilities and

strategic goals.

The Directors are of the view that seting the US$100 milion threshold is a strategic move

that demonstrates confidence in the Company’s growth potential and the ability to atract

substantial investments. The Directors is comited to transparency and acountability, and it

views this threshold as a catalyst for enhancing shareholder value while maintaining a prudent

aproach to financial and operational risks. The Company is confident that this decision wil

foster a positive environment for colaboration with the Subscriber and ultimately contribute to

the Company’s long-term suces.

By considering these factors, the Directors are asured that the US$100 milion threshold is both

prudent and beneficial for the Company and its stakeholders, reinforcing its comitment to responsible

governance and strategic foresight.

In respect of the Qualified Investments, the Company had expresed its preference to the

Subscriber that the investment plan should involve the injection of cash and/or strategic asets

that are aligned with or related to the Company’s busines model and long-term development

strategies. While in principle, the Company welcomes investments that increase shareholders’

value, the Company had in particular indicated that it welcomes investments in intelectual

property (“IP”) asets, including (1) licensing or acquisition of wel-known entertainment

characters that can be used in the Company’s cosplay costume designs and related merchandise,

or (2) acquisition of IP developers or owners with robust portfolios of diverse IP asets;

encompasing sectors such as:

– Toys Sector, including blind box colectibles designers and operators specializing in

designer toys and colectibles;

– Gaming Sector, including digital entertainment platforms developing, publishing and

distributing mobile games through aplications and websites; and

– Animation Sector, including content production studios and animation developers

creating original animated series, films, and digital content with strong character IP

portfolios for multi-platform distribution and licensing oportunities.

The relevant details of Qualified Investments in the abovementioned sectors are as below:

Toys Sector Gaming Sector Animation Sector

Busines Model Core Ofering:

including blind box series

featuring original and licensed

characters.

Revenue Streams:

: E-comerce and

retail store sales.

: Distribution to

third-party retailers.

: Revenue from

licensing agrements and

co-branded products.

Marketing Strategy:

: Engage

consumers through social media

platforms.

Colaborate with influencers to

promote new releases.

: Create urgency

with exclusive drops and limited

runs.

Distribution Chanels:

Direct-to-consumer sales through a

dedicated website.

Colaborations with specialty toy

stores and large retailers.

: Engage

consumers at conventions and

fairs.

Core Oferings:

• Development and publishing of

mobile games acros various

genres (e.g., action, strategy,

RPG).

• Distribution through ap stores

and web platforms.

Revenue Streams:

: Revenue from

players buying virtual gods or

curency.

: Income from ad

placements within fre-to-play

games.

: Revenue from

seling mobile games.

: Monthly

fes for premium content or

ad-fre experiences.

Marketing Strategy:

: Engage

users through social media

platforms.

Colaborate with gaming

influencers to promote new titles.

: Foster

online comunities through

forums and social media.

Distribution Chanels:

: Major mobile phone

aplication platforms.

: Direct

distribution through a branded

website.

: Colaborate with

third-party distributors for broader

reach.

Core Oferings:

• Original animated series and films

for children and family audiences.

, including short

animations and web series.

• Licensing of character IPs for

merchandise and colaboration.

Revenue Streams:

: Direct sales of

animated series and films to

broadcasters and streaming

platforms.

: Revenue from

licensing character IPs for

merchandise and colaborations.

: Sales of products

featuring character IPs.

: Income

from ads on digital content

platforms.

Marketing Strategy:

: Engage

audiences on social media

platforms.

: Utilize

trailers, teasers, and

behind-the-scenes content to build

anticipation.

: Foster

a fan comunity through

interactive content and events.

Distribution Chanels:

: Partner

with platforms like Netflix,

Disney+, and local services.

: Sel content

to traditional broadcasters.

Colaborate with toy and aparel

manufacturers for character

products.

Financing plan Qualified Investments wil be funded through debt financing with external financial institutions, equity financing or internal

resources, or a combination of the above measures.

Toys Sector Gaming Sector Animation Sector

Estimated

Investment

The maximum number of Qualified Investments is expected to be four, with each individual investment estimated to fal

within the range of US$10 milion to US$50 milion, subject to factors including but not limited to the scale, quality of

intelectual property asets, brand strength, financial performance and operational characteristics of the respective investe

companies.

Prospects Market Growth:

• The global designer toy and

colectibles market continues to

show strong growth momentum,

driven by increasing consumer

interest in colectible items and the

popularity of blind box formats.

Target Audience:

• Primarily milenials and Gen Z

consumers, with growing apeal

acros various age demographics.

Core Competence:

strategic IP colaborations, and

efective comunity engagement to

diferentiate from competitors.

Market Growth:

• The mobile gaming industry

demonstrates robust expansion

potential, suported by widespread

smartphone adoption and

increasing user engagement

globaly.

Target Audience:

• Primarily targeting milenials and

Gen Z gamers, with potential for

older demographics as wel.

Core Competence:

high-quality graphics, and

engaging naratives to diferentiate

from competitors.

Market Growth:

• The animation content market is

expected to show strong growth

trajectory, driven by increasing

demand for animated content

acros multiple distribution

platforms and formats.

Target Audience:

• Primary focus on children and

family audiences, with potential

expansion to adult demographics

through diverse content genres.

Core Competence:

• Strong character IP portfolios and

high-quality animation production

can diferentiate the busines in a

crowded market.

Evaluation

Factors

Market Asesment:

, growth potential, consumer demand trends, and competitive

landscape to ensure viable investment oportunities and sustainable market positioning.

IP Asets Quality:

, exclusivity rights, brand recognition potential, licensing oportunities, and

comercial viability to maximize long-term value creation.

Strategic Alignment:

’s existing busines model, core competencies,

strategic objectives, and ability to create synergies with curent operations.

Financial Viability:

, cost structure, profitability projections, return on investment expectations, and funding

requirements to ensure sound financial performance.

Operational Capabilities:

, operational infrastructure, production capabilities, quality control systems, and

scalability potential for sustainable growth.

Risk Asesment:

, regulatory compliance requirements, intelectual property risks, operational chalenges,

and mitigation strategies to protect investment value.

Value Creation Potential:

, market expansion

oportunities, brand enhancement, and long-term competitive advantages.

These prefered areas of investments which are consistent with the Company’s principal

busines strategies as disclosed in the anual report of the Company for the year ended 31

December 2024. While each sector operates with distinct busines models, they colectively form

a strategicaly synergistic ecosystem that amplifies the Company’s competitive advantages and

long-term viability. The integration of the Company’s investments in these sectors is designed to

general comon potential synergies that may strengthen the Company’s core competitivenes

and position it for sustainable growth include:

1. Vertical Integration Oportunities: Character IP developers’ colaboration with the

Company’s R&D team to transform imaginative concepts into comercialy viable

product designs. Such an integration could enable seamles incorporation of character

IPs into diverse product lines, maximizing market potential and driving brand

engagement acros toys, colectibles, aparel and acesories.

2. Enhanced Product Inovation and Diferentiation: High-value, comercialy

validated gaming and animation franchises enabling efective merchandise

diferentiation and suport cros-media exploitation. These proprietary IP asets could

drive inovation in the Company’s products such as cosplay costumes, wigs, personal

hygiene and home care products, establishing competitive bariers and solidifying

market leadership.

3. Diversification and Expanded Market Reach: Acquired IP portfolios enabling the

Company to expand beyond traditional product manufacturing and tap into new

busines including content licensing, merchandise development, and multi-platform

distribution. This diversification could create aditional revenue chanels while

reducing dependency on a single revenue stream, positioning the Company to capture

value acros the entire IP ecosystem and poised for sustainable growth.

4. Enhanced Brand Portfolio and Premium Market Positioning: Aligning the

Company’s brand with recognized IPs to enhance its credibility and prestige within the

marketplace. This strategic asociation could enable the Company to comand

premium pricing and drive higher sales volumes. Such partnerships could foster

customer loyalty and bolster brand recognition, establishing a strong emotional

conection with consumers. An elevated brand presence may alow the Company to

penetrate new markets efectively, atract diverse customer segments, and cultivate long-

term relationships with clients. Ultimately, this enhanced brand perception could

facilitate the Company’s ability to navigate competitive environments sucesfuly and

improve overal profitability.

In sumary, al potential Qualified Investments that we sek target to increase long term shareholder

value.

Acordingly, the Exercise Condition was structured to ensure that the Warants would only become

exercisable upon the Subscriber delivering meaningful strategic value to the Company.

PM Partners I LP is a limited partnership registered in the British Virgin Islands and an

afiliate of PAG Pegasus Fund LP (“PAG Pegasus”). PAG Pegasus is an institutional investor

with an extensive and proven track record of sucesful investments acros Asia and the global

markets. PAG Pegasus is an afiliate of PAG, one of the leading alternative aset investment

firms focused on APAC with thre core strategies: Credit & Markets, Private Equity, and Real

Asets. PAG Pegasus is founded and managed by Mr. Jack Li. PAG Pegasus operates as a hybrid

investment platform, specialising in both public and private market oportunities acros the

capital structure in Asia and globaly. By leveraging PAG Pegasus’s institutional expertise acros

primary and secondary markets, PAG Pegasus provides aces to unique investment

oportunities and delivers significant value to its investment partners and portfolio companies.

The Directors are confident that the isuance of the Warant, on these terms, provides an

eficient and efective structure to align the Subscriber’s interests with those of the Company. By

isuing the Warant at a nominal value of HK$1 and tying its exercisability to the sucesful

fulfilment of the Exercise Condition, the Company minimises upfront dilution while securing a

strong comitment from the Subscriber. Upon satisfaction of the Exercise Condition, the

anticipated investments wil improve the Isuer’s financial position and enhance its credibility,

opening dors to aditional colaborations and investment oportunities.

It is the Subscriber’s request that it should be given the nomination right of senior advisor

for the Company to maintain a regular comunication chanel betwen the Subscriber and the

Board on corporate and financial maters. The Subscriber’s rationale is to leverage its expertise

and profesional network to nominate a suitable, qualified and trusted advisor to advise the

Company on corporate and financial maters, such as equity-related transactions, investment

oportunities, and long-term capital planing. The Subscriber believes such nomination would

enable the Company to aces to apropriate profesional advice which wil be beneficial to the

Company’s investment.

The Company is of the view that this request is fair and reasonable for the Company,

considering that (i) such nomination right enables the Company to aces to the profesional

advice of senior advisor; (i) the costs of senior advisor wil be borne by the Subscriber; (i) the

Company is at liberty to determine whether to folow the advice of senior advisor nominated by

the Subscriber or not; and (iv) the Company may also apoint another external advisor for

second opinion if and when it dems necesary. Therefore, the Company does not object to the

Subscriber’s request to have the nomination right of senior advisor.

The main role of the senior advisor is to advise on corporate and financial maters,

including equity-related transactions, investment oportunities, and long-term capital planing.

The Company wil consider whether to invite the senior advisor to atend the Board

meting on case-by-case basis, taking into acount whether input from the senior advisor is

helpful to asist the Board to understand the particular maters. In particular, the Company may

consider inviting the senior advisor to explain to the Board on potential M&A oportunities,

fund raising related activities or certain technical aspects of the corporate and financial maters

and to ofer input and help the Board to understand certain strategic initiatives and investment

and growth objectives of the Company.

Basis of determination of the Exercise Price

The Exercise Price of the Warant has ben set at HK$0.09, representing a discount of

aproximately 10% to the closing price of HK$0.10 per Share as quoted on the Stock

Exchange on the date of the Warant Subscription Agrement. The Directors believe that

this pricing is fair and reasonable, taking into acount (1) the share price performance of

the Isuer over the past 12 months; and (2) the valuation of the Warant.

The Isuer’s share price for the 12 months imediately before the date of the Warant

Subscription Agrement has demonstrated fluctuations, with the price generaly ranging

betwen HK$0.048 and HK$0.154. The Exercise Price of HK$0.09 is within this range and

reflects a balanced aproach that aligns the pricing with recent trading levels while

providing a modest discount to incentivise the Subscriber.

In determining the Exercise Price, the Company reviewed the closing price

performance of the Shares over the 12-month period preceding the date of the Warant

Subscription Agrement. During this period, the Shares traded within a range of

aproximately HK$0.048 to HK$0.154, with the majority of trading activity concentrated

betwen HK$0.07 and HK$0.12. The average closing price over the 12-month period was

aproximately HK$0.0945. The Exercise Price of HK$0.09 represents a modest discount of

aproximately 4.8% to this 12-month average. The Directors consider this discount to be

reasonable, as it strikes a balance betwen providing a modest incentive to the Subscriber

and reflecting recent trading levels. The pricing remains wel within the historical trading

band and is consistent with market practice for fund raising exercise utilising general

mandate which involves modest discount to the subscription price or exercise price of

shares.

The Company also tok into acount the broader market conditions and investor

sentiment for smal and mid-cap isuers listed on the Stock Exchange. In light of

heightened market volatility, investor risk aversion, and generaly tighter fundraising

conditions, the Exercise Price was set at a level that reflects a realistic and market-aligned

valuation while stil ofering a modest incentive to the Subscriber to comit to the

investment structure.

The Directors acknowledge that the Warant has an intrinsic value, given that the

Exercise Price of HK$0.09 is lower than the closing price of HK$0.10 per Share, and that

upon ful exercise of the Warant, a maximum of 354,652,624 Shares shal be isued by the

Company. However, the nominal isue price of the Warant at HK$1 is justified for the

folowing reasons:

1. Unlike ordinary warant isuances that are typicaly priced at market rates, this

Warant is structured as an incentive mechanism where its exercisability is tied to

the fulfilment of the Exercise Condition. The Subscriber wil only be able to

realize value from the Warant if and when it sucesfuly procures investments

of at least US$100 milion or equivalent for the Isuer. Therefore, the warant

isuance structure shal mitigate undesirable dilution risks by ensuring that

Shares are isued only in exchange for significant capital inflows into the

Company. Isuing the Warant at a nominal consideration of HK$1 alows the

Company to secure a binding comitment from the Subscriber to procure at least

US$100 milion or equivalent in Qualified Investments, without the Company

neding to imediately isue aditional equity or incur debt obligations. The

Company shal benefit from the warant isuance by leveraging the Subscriber’s

expertise and network to atract substantial third-party investments, ensuring that

capital inflows are strategic, value-driven, and aligned with the Company’s long-

term busines objectives.

2. Upon ful exercise of the Warant, the Company stands to receive proceds

equivalent to HK$31.92 milion (HK$0.09 per Share x 354,652,624 Shares),

contingent on the US$100 milion or equivalent investment comitment. This

represents a substantial capital inflow that significantly outweighs the nominal

HK$1 isue price, ensuring a net positive financial impact on the Company. This

capital can be deployed to expand the Isuer’s principal busines, enhance

product oferings, strengthen market position, and create long-term value for

Shareholders.

Framework in determining and asesing suitability of candidate as senior adviser

As indicated in the terms of the Warant instrument, to facilitate the fulfilment of

Exercise Condition, the Subscriber shal have the right, as it ses fit, to nominate a person

as the senior adviser of the Company.

The Company has established a framework based on objective and governance-driven

criteria to ensure that the nominated individual is apropriate for the role and capable of

fulfiling the responsibilities expected of the position. Specificaly, the Board wil ases

the suitability of the nomine against the folowing considerations:

1. Profesional Experience and Expertise – The nomine should have demonstrable

experience in investment, finance, corporate development, or related fields,

particularly with respect to capital raising, deal sourcing, and investor relations.

Prior track record of securing third-party investments or involvement in corporate

transactions wil be considered favourably.

2. Relevance to the Isuer’s Busines – The nomine should poses knowledge or

insight that is relevant to the Company’s principal busines activities, strategic

priorities, or target investor base.

3. Reputation and Integrity – The nomine must be of god character and

reputation, and must not have any record of regulatory sanctions, bankruptcy,

criminal conviction (especialy relating to fraud or dishonesty), or any other

circumstances that would raise governance or reputational concerns.

The Board wil consider these criteria in god faith and in line with its fiduciary

duties to the Company and its shareholders. Where the nomine mets the above standards,

the Company wil aprove the apointment and enter into a contract seting out the scope,

expectations, and terms of the adviser’s role.

The senior adviser wil act as a strategic adviser to the Board and senior management

of the Company, with a particular focus on asisting the Company in securing Qualified

Investments in line with the Exercise Condition atached to the Warant. The senior adviser

is expected to provide expertise in busines development, investment strategy, and investor

engagement, leveraging their industry knowledge and network to suport the Company’s

capital raising eforts.

The Senior Adviser wil advise on corporate and financial maters, including equity-

related transactions, investment oportunities, and long-term capital planing. The Company

wil consider whether to invite the senior advisor to atend the Board meting on case-by-case

basis, taking into acount whether input from the senior advisor is helpful to asist the Board to

understand the particular maters. In particular, the Company may consider inviting the

senior advisor to explain to the Board on potential M&A oportunities, fund raising related

activities or certain technical aspects of the corporate and financial maters and to ofer

input and help the Board to understand certain strategic initiatives and investment and growth

objectives of the Company.

The apointment is governed by a leter of apointment which outlines the scope of

duties, including participation in investor relations activities and ongoing advisory suport

to management. Furthermore, the senior adviser is also subject to duties of confidentiality

equivalent to the standard aplicable to the directors and senior management of the

Company.

Pursuant to the apointment leter to be entered into betwen the Company and the

senior advisor, (i) the senior advisor shal maintain confidentiality for al the information

relating to the Group and (i) the senior advisor shal agre to be treated as insider and not

to deal in the Shares whenever the senior advisor poseses any non publicly disclosed inside

information of the Group. Further, the Company shal ensure that it wil not provide any

inside information of the Group to the senior advisor. The Company and the senior advisor

wil comply the disclosure of inside information under section 307A(1) of Part XIVA

the Securities and Futures Ordinance (Cap. 571) (SFO), the “Guidelines on Disclosure of

Inside Information” published by the Securities and Futures Comision and the insider

dealing under sections 270 and 291 of SFO.

As confirmed by the Subscriber, such person is expected to be Mr. Jack Li, who shal

receive nil remuneration, to serve in the position of senior adviser at the Company for a

term of 3 years until the end of the Exercise Period. The Directors believe that the

proposed apointment shal bring significant strategic benefits. Mr. Jack Li is a Partner at

PAG. He founded PAG Pegasus Fund in 2021 and co-founded NASDAQ-listed Gobi

Acquisition Corp where he served as CEO, CFO, and director. Mr. Li joined PAG in 2010

as a founding member of PAG’s private equity strategy. Prior to PAG, Mr. Li worked as an

Asociate in the special situations team at Meril Lynch, responsible for sourcing,

evaluating, negotiating, and managing investments in the debt and equities of public and

private companies globaly. Mr. Li holds bachelor’s degres in Economics and East Asian

Studies from The Johns Hopkins University, a master’s degre in Finance from the

University of Cambridge, and an MBA from Harvard Busines Schol. He is a CFA

Charterholder. With a strong background in identifying and executing high-value

investment oportunities, Mr. Li has ben instrumental in sourcing, executing, and

managing investments acros a broad range of industries. Given his proven track record and

expertise, if Mr. Li shal be apointed as the senior adviser of the Company, it wil enhance

the Company’s ability to develop its principal busines, strengthen financial strategies, and

create long-term shareholder value.

Parameter in asesing fulfilment of Exercise Conditions

The Company intends to aply a clear, fair, and objective framework in making such

asesment. In particular, the Company wil evaluate whether the proposed investment(s)

satisfy the folowing key criteria:

1. Form of Investment – The investment must involve a bona fide subscription for

new securities of the Company (including shares, convertible instruments, bonds,

etc.) or a contribution of asets that are capable of being monetised or used in

the Company’s operations, in each case in compliance with the Company’s

constitutional documents, aplicable laws, and the Listing Rules.

2. Investor Credibility – The Board wil consider the background, reputation, and

source of funds of the proposed investors, to ensure credibility of the investors.

3. Valuation and Documentation – The value of the investment must be suported

by documentation satisfactory to the Company. For non-cash aset contributions,

the value must be suported by an independent valuation where required by

aplicable laws or the Listing Rules. Al investment transactions must be

properly documented, and any necesary shareholder or regulatory aprovals

must be obtained.

4. Formal Board Aproval – The Company wil only dem the Exercise Condition

fulfiled if the above conditions are met and the investment is formaly acepted

and aproved by the Company’s board of directors. This ensures that the proces

is oversen by apropriate corporate governance measures and that the Directors

act in acordance with their fiduciary duties.

Upon entering into the Warant Documents with the Subscriber and apointing the

senior adviser nominated by the Subscriber, the Subscriber wil use reasonable comercial

endeavours to secure the Qualified Investments for the Group. Furthermore, to incentivize

the Subscriber, the Company does not anticipate colaborating with other parties for fund

raising activities over the next 18 months, which represents half the duration of the

Minimum Investment Deadline.

Given (1) the hurdles and uncertainties for meting the US$100 milion target and

fulfiling the Exercise Conditions; (2) the senior advisor wil not be paid any remuneration

for the position; and (3) even if the Exercise Conditions may be met, there presents

regulatory uncertainties in respect of potential demed listing, the Company is of the view

that it is reasonable to provide a modest discount in respect of the Exercise Price of the

Warants in order to incentivise the Subscriber to met the Exercise Conditions, which wil

eventualy significantly improve the net aset value of the Company with the injection of

asets and cash.

Having considered the reasons and benefits set out above, the Directors are of the

view that the terms and conditions of the Warant Subscription Agrement and the

transactions contemplated thereunder are fair and reasonable and in the interests of the

Company and the Shareholders as a whole.

Use of proceds

Upon Completion, and asuming ful exercise of the subscription rights ataching to

the Warant, the estimate gros proceds and net proceds (after deducting other related

expenses and profesional fes) from the Warant Subscription wil amount to

aproximately HK$31.9 milion and HK$31.5 respectively. The Company intends to use the

net proceds in the folowing maner:

(i) aproximately 60% for enhancing the production capabilities and market reach of

wigs and clothing busines segment of the Company;

(i) aproximately 20% for enhancing the production capabilities and market reach of

the busines segment of fabric care, personal hygiene, and home care products;

and

(i) aproximately 20% for the general working capital of the Group.

The Company intends to utilise aproximately HK$18.95 milion, representing 60% of

the net proceds, to enhance the production capabilities and market reach of its wigs and

clothing busines segment, which forms a core part of the Group’s operations. As disclosed

in the circular dated 13 February 2025, the Company is curently undertaking a

construction project in Yichun City, PRC, which includes the development of new

production lines to increase capacity and operational eficiency. The total construction cost

for the project is aproximately RMB86.2 milion, of which a portion has already ben

satisfied by internal resources and proceds from a previous fundraising exercise (VSD).

The remaining funding gap of aproximately RMB22.3 milion is expected to be partialy

covered by the proceds from the exercise of the Warant. The Company expects the net

proceds from the exercise of the subscription rights ataching to the Warant relating to

expansion of production capabilities to be utilized within a period of two years from 2026,

while the net proceds for other aspects are expected to be utilised within 2 years after the

exercise of such subscription rights.

The Company intends to alocate aproximately HK$6.32 milion (20% of the net proceds)

shal be utilized for enhancing the fabric care, personal hygiene, and home care products segment.

This includes:

, to improve throughput and

reduce dependency on manual labour, as wel as adopting data-driven tols and

analytics in the production proces to enhance quality control, inventory

eficiency, and responsivenes to market demand (HK$3 milion); and

, including participation in

industry exhibitions and digital marketing campaigns (HK$3.32 milion) to

improve customer reach and chanel development, both online and ofline.

The Company intends to alocate aproximately HK$6.32 milion (20% of the net proceds)

towards general working capital. This alocation is broken down as folows:

$2.21 milion for staf costs, including salaries and related welfare expenses

to retain and suport core employes acros production, operations, and

management teams;

$2.53 milion for raw materials and input costs asociated with the

manufacture of the Group’s products, helping to ensure stable suply in response

to order growth; and

$1.58 milion for day-to-day operating expenses, including utilities, logistics,

equipment maintenance, and administrative overhead.

If the Directors consider apropriate, the proceds may also be aplied to potential

new busines or asets that may be brought into the Company by the Subscriber from time

to time.

The expected timing of use of proceds is upon the exercise of the Warant by the

Subscriber. In the event where the Warant is not exercised, the Group shal not rule out the

posibility of raising new capital by alternative fund raising methods if the subscription

rights ataching to the Warant is not exercised.

4. EQUITY FUND RAISING ACTIVITIES IN THE PAST TWELVE MONTHS

The Company has not conducted any equity fund raising activities in the past twelve

months imediately prior to the date of this circular.

5. EFECT ON SHAREHOLDING STRUCTURE OF THE COMPANY

As at the Latest Practicable Date, the Company had a total of 1,807,263,120 Shares in

isue. For ilustration purposes only and asuming that there wil be no further changes in the

isued share capital of the Company prior to exercising of the Warant and no adjustment to the

Exercise Price, set out below are the shareholding structure of the Company (i) as at the Latest

Practicable Date; and (i) imediately upon exercising of the subscription rights ataching to the

Warant in ful:

As at the

Latest Practicable Date

Number of

Imediately upon exercising of

the subscription rights

ataching to the Warant in ful

Number of

Shares (Note 1) Aprox. % Shares (Note 1) Aprox. %

The Subscriber

Master Profesional Holdings Limited

(Note 2)

–

421,859,000

–

23.34%

354,652,624

421,859,000

16.40%

19.51%

Mr. Teng Hao (Note 3) 2,500,000

0.14%

2,500,000

0.12%

Mr. Xu Chengwu (Note 4) 8,000,000

0.44%

8,000,000

0.37%

Mr. Li Bin 168,561,000

9.33%

168,561,000

7.80%

Other Public Shareholders 1,206,343,120

66.75%

1,206,343,120

55.80%

TOTAL

1,807,263,120

100.00%

2,161,915,744

100.00%

Notes:

1. The Company has outstanding options granted under the Share Option Scheme to subscribe for 35,200,000

Shares as at the date of this circular.

2. As at the Latest Practicable Date, Master Profesional Holdings Limited is 100% beneficialy owned by

Mr. Chen Shucai.

3. Mr. Teng Hao is the chairman and an executive Director of the Company.

4. Mr. Xu Chengwu is the Chief Executive Oficer and an executive Director of the Company.

5. The above percentage figures are subject to rounding adjustments. Acordingly, figures shown as total may

not be an arithmetic agregation of the figures preceding it.

Undertaking by Master Profesional Holdings Limited and Mr. Li Bin

On 26 March 2025, Master Profesional Holdings Limited and Mr. Li Bin, being the

substantial shareholders of the Company, have given an undertaking in favour of the

Subscriber, whereby Master Profesional Holdings Limited and Mr. Li Bin shal undertake

not to withdraw, transfer, asign, dematerialise, re-materialise, grant any rights or create

any further security over or otherwise deal with the Shares until thre years from the date

of the undertaking, any of the Warants have ben exercised by the Subscriber, or the prior

writen consent of the Subscriber, whichever is earlier.

6. INFORMATION OF THE PARTIES

The Company is a company incorporated in the Cayman Islands with limited liability.

The Group is principaly engaged in the design, research and development, production,

seling and marketing of cosplay products (including cosplay costumes and cosplay wigs), non-

cosplay aparels which include mainly sexy lingerie, and fabric care, personal hygiene and home

care products, and leasing of factory premises in the PRC.

The Subscriber, PM Partners I LP is a limited partnership registered in the British Virgin

Islands and an afiliate of PAG Pegasus. PAG Pegasus is an institutional investor with an

extensive and proven track record of sucesful investments acros Asia and the global markets.

PAG Pegasus is an afiliate of PAG, one of the leading alternative aset investment firms that

focuses on APAC with thre core strategies: Credit & Markets, Private Equity, and Real Asets.

PAG Pegasus is founded and managed by Mr. Jack Li. PAG Pegasus operates as a hybrid

investment platform, specialising in both public and private market oportunities acros the

capital structure in Asia and globaly.

To the best of the knowledge, information and belief of the Directors, no Shareholder has a material

interest in the Warant Subscription Agrement and the transactions contemplated thereunder (including

without limitation, the alotment and isue of the Warant Shares upon exercise of the subscription rights

ataching to the Warants and the Specific Mandate), and is required to abstain from voting on the

resolutions to aprove the aforesaid maters at the EGM.

7. IMPLICATIONS UNDER THE LISTING RULES

Pursuant to Rule 15.02(1) of the Listing Rules, the Warant Shares to be aloted and isued

upon exercise of the Warant must not, when agregated with al other equity securities remain

to be isued on the exercise of any other subscription rights, if al such rights were imediately

exercised, whether or not such exercise is permisible, exced 20% of the isued share capital of

the Company at the time the Warant is isued. Options granted under share option schemes

which comply with Chapter 17 of the Listing Rules are excluded for the purpose of such limit.

As at the Latest Practicable Date, the Company has no outstanding warant and there are no

equity securities of the Company with subscription rights outstanding and not yet exercised and

which are required to be agregated with the Warant Shares in acordance with Rule 15.02(1)

of the Listing Rules.

A total of up to 354,652,624 Warants are proposed to be isued. Upon ful exercise of the

subscription rights ataching to the Warants at the Exercise Price, a total of up to 354,652,624

Warant Shares wil be aloted and isued represents (i) aproximately 19.62% of the total

number of isued shares of the Company as at the Latest Practicable Date; and (i)

aproximately 16.40% of the total number of isued shares of the Company as enlarged by the

alotment and isue of the Warant Shares upon ful exercise of the Subscription Rights ataching

to the Warant asuming there being no other changes in the isued share capital of the

Company.

As mentioned in Warant Instrument, the Qualified Investment must comply with al

aplicable Laws and the Listing Rules and therefore wil be subject to the requirements of

Rule 15.02(1). The Company wil maintain or instruct its Hong Kong branch share registrar to

maintain a register for the Warant holders and monitor the number of warant shares such that it

would exced the threshold under Rule 15.02(1). The Company is also considering to do a share

consolidation after the isuance of the Warant so there wil be rom for adjustment and isuing

new warant shares which would not exced the limit under Listing Rule 15.02(1).

Acordingly, the isue of the Warants is in compliance with Rule 15.02(1) of the Listing

Rules.

8. PROPOSED SHARE CONSOLIDATION

The Board is considering a proposed share consolidation in the view that the Shares had

ben traded at below HK$0.10 in the past thre months (based on the closing price per Share as

quoted on the Stock Exchange). An aplication wil be made by the Company to the Stock

Exchange for the listing of, and the permision to deal in, the consolidated shares in the share

capital of the Company imediately after the proposed share consolidation becoming efective.

Details of a proposal on the proposed share consolidation wil be anounced as and when

apropriate.

9. EGM

The EGM wil be convened and held on Friday, 15 August 2025 at 10:00 a.m. for the purpose

of considering and, if thought fit, aproving the Warant Subscription Agrement and the

transactions contemplated thereunder (including without limitation, (a) the alotment and isue of

the Warant Shares upon exercise of the subscription rights ataching to the Warants; and (b) the

Specific Mandate).

Acording to Rule 13.39(4) of the Listing Rules, any vote of the Shareholders at the EGM

wil be taken by pol except where the chairman, in god faith, decides to alow a resolution

which relates purely to a procedural or administrative mater to be voted on by a show of hands

and an anouncement on the results of the pol wil be made after the EGM pursuant to

Rule 13.39(5) of the Listing Rules.

No Directors were required to abstain from voting on the Board resolution(s) regarding the Warant

Subscription Agrement and the transactions contemplated thereunder.

10. ACTIONS TO BE TAKEN

A form of proxy for use by the Shareholders at the EGM is enclosed in this circular.

Whether or not you intend to atend and vote at the EGM in person, you are requested to

complete and return the enclosed form of proxy in acordance with the instructions printed

thereon and return it to the Company’s branch share registrar and transfer ofice in Hong Kong,

Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong

Kong as son as posible, but in any event not les than 48 hours before the time apointed for

the holding of the EGM or any adjournment thereof. Such form of proxy for use at the EGM is

also published on the website of the Stock Exchange at w.hkexnews.hk. Completion and

return of the proxy form wil not preclude you from subsequently atending and voting at the

EGM or any adjourned meting should you so wish and in such event, the instrument apointing

a proxy shal be demed to be revoked.

11. RECOMENDATION

The Board considers that the Warant Subscription Agrement was entered into on normal

comercial terms after arm’s length negotiation and the terms of the Warant Subscription

Agrement and the transactions contemplated thereunder are fair and reasonable and in the

interests of the Company and the Shareholders as a whole.

Acordingly, the Board recomends the Shareholders to vote in favour of the proposed

ordinary resolution(s) to aprove the Warant Subscription Agrement and the transactions

contemplated thereunder at the EGM.

12. WARNING STATEMENT

Shareholders and potential investors of the Company shal note that in the event the

transaction(s) or a series of transactions and/or arangements pertaining to the Qualified

Investments (the “Potential Transactions”), the agregate value of which may potentialy

amount to US$100 milion or more, are materialised, the Potential Transactions may, base

on the size of the Potential Transactions relative to the size of the Company, be considered

by the Stock Exchange as a reverse takeover or transactions that atempt to achieve listing

of acquisition targets. The Potential Transactions MAY OR MAY NOT PROCED, and

their structure, terms, and comercial feasibility remain subject to further review by the

Company, and veting by the regulators. If the Potential Transactions are considered

reverse takeover or demed listing by the Stock Exchange, the Company shal comply with

the relevant rules under the Listing Rules and the Takeovers Code as apropriate.

China Partytime Culture Holdings Limited

中国派对文化控股有限公司

1. INTRODUCTION

2. PROPOSED ISUE OF UNLISTED WARANT UNDER SPECIFIC MANDATE

Shares by the folowing fraction:

Dividend by the folowing fraction:

Rules:

3. REASONS FOR AND BENEFITS OF THE ISUE OF THE WARANT AND

1. Vertical Integration Oportunities: Character IP developers’ colaboration with the

2. Enhanced Product Inovation and Diferentiation: High-value, comercialy

3. Diversification and Expanded Market Reach: Acquired IP portfolios enabling the

4. Enhanced Brand Portfolio and Premium Market Positioning: Aligning the

1. Unlike ordinary warant isuances that are typicaly priced at market rates, this

2. Upon ful exercise of the Warant, the Company stands to receive proceds

1. Profesional Experience and Expertise – The nomine should have demonstrable

2. Relevance to the Isuer’s Busines – The nomine should poses knowledge or

3. Reputation and Integrity – The nomine must be of god character and

1. Form of Investment – The investment must involve a bona fide subscription for

2. Investor Credibility – The Board wil consider the background, reputation, and

3. Valuation and Documentation – The value of the investment must be suported

4. Formal Board Aproval – The Company wil only dem the Exercise Condition

This includes:

4. EQUITY FUND RAISING ACTIVITIES IN THE PAST TWELVE MONTHS

5. EFECT ON SHAREHOLDING STRUCTURE OF THE COMPANY

Warant in ful:

Notes:

1. The Company has outstanding options granted under the Share Option Scheme to subscribe for 35,200,000

2. As at the Latest Practicable Date, Master Profesional Holdings Limited is 100% beneficialy owned by

3. Mr. Teng Hao is the chairman and an executive Director of the Company.

4. Mr. Xu Chengwu is the Chief Executive Oficer and an executive Director of the Company.

5. The above percentage figures are subject to rounding adjustments. Acordingly, figures shown as total may

6. INFORMATION OF THE PARTIES

7. IMPLICATIONS UNDER THE LISTING RULES

8. PROPOSED SHARE CONSOLIDATION

9. EGM

10. ACTIONS TO BE TAKEN

11. RECOMENDATION

12. WARNING STATEMENT

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