SUMMARY. The following simplified diagram illustrates our business model: Production

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1 This summary aims to give you an overview of the information contained in the [REDACTED]. As this is a summary, it does not contain all of the information that may be important to you and is qualified in its entirety by, and should be read in conjunction with, the full text of the [REDACTED]. You should read the entire [REDACTED] before you decide to invest in the [REDACTED]. There are risks associated with any investment in the [REDACTED]. Some of the particular risks associated with an investment in the [REDACTED] are set out in Risk Factors. You should read that section carefully before you decide to invest in the [REDACTED]. Various expressions used in this section are defined in Definitions and Glossary of Technical Terms. OVERVIEW We are a Hong Kong-based point of sale product design and production management company which provides design services, production management and logistics coordination services. Our design team creates three-dimensional design renderings according to customers specifications and our logistics and coordination team selects and engages suitable manufacturers for production based on, among other things, price and quality of the products and the manufacturers past experience. Our sales team follows up closely on each sales order to ensure timely delivery of our service and that our customers are satisfied with our products by communicating with our customers and collecting customer feedback from time to time. Our Directors believe that we play an integral role in carrying out, managing and/or coordinating each stage of the point of sale product design and production process. In addition to our headquarters in Hong Kong, we also operate an office in Dongguan in the Guangdong province of the PRC. The following simplified diagram illustrates our business model: Brand owners and brand licensees Marketing companies and agents Purchase orders Purchase orders Our Group (provision of design and production management services) Production orders Manufacturers Shipment Designated Locations Point of sale display unit and retail fixture design Offer design ideas Discuss and analyse customers' background, its marketing goals and other needs Initial consultation and continuous discussion with customers Presentation of design renderings to customers for approval Provide product protoypes to customers for approval Production management Engage suitable manufacturers in the PRC to manufacture our products Collaborate closely with our manufacturers Monitor the whole production process by conducting quality check Logistics and installation coordination Coordinate logistics arrangements by liaising with our manufacturers and logistics companies on timing of delivery, assembly point and other instructions, such as packing instructions and method of transport Coordinate contractors for installation of our retail fixtures at our customers' premises After-sales services Collect after-sale feedback as to product quality to improve our standards Arrange for product returns and repair of defective goods (if any) See Business Our services and products. 1

2 OUR PRODUCTS Our point of sale products can be broadly categorised into display units and retail fixtures. Sales of display units accounted for 59.0% and 67.6% of our total revenue for the year ended 2016 and the nine months ended 2017, respectively, and sales of retail fixtures accounted for 18.2% and 14.7% of our total revenue for the same periods. We also sell certain ancillary point of sale accessories (such as watch boxes, paper bags, C-clips, holders and trays) as requested by our customers. During the Track Record Period, aggregate sales of such ancillary product offerings accounted for 22.8% of our overall revenue for the year ended 2016 and 17.7% of our overall revenue for the nine months ended PRICING STRATEGY We adopt a cost-plus pricing model. We generally determine the appropriate mark-up, by taking into account our customers past dealings (for existing customers) with us and a number of other factors such as the scale, complexity and specifications of the customer order, expected manpower required, duration from pre-production to post-production, urgency of the production schedule, material costs and manufacturing costs. We also make reference to the prevalent anticipated fluctuations of currency exchange rates for customer orders that are denominated in currencies other than Hong Kong dollars or US dollars. See Business Pricing. OUR CUSTOMERS During the Track Record Period and up to the Latest Practicable Date, we have completed customer orders for customers based in over 35 countries, including Germany, Japan, the Netherlands and Poland. For the year ended 2016 and the nine months ended 2017, revenue derived from our five largest customers amounted to approximately HK$33.2 million and HK$36.4 million, respectively, while our largest customer accounted for approximately HK$11.6 million and HK$10.6 million, respectively, for the same periods. Our total number of customers placing orders with us was 123 and 105 respectively, for the year ended 2016 and the nine months ended 30 September 2017, of which 44 and 39 were new customers in the period. For the year ended 2016 and the nine months ended 2017, over 87% of our revenue was derived from our customers operating in the watch industry. See Business Our global customers. OUR MANUFACTURERS All our manufacturers are located in the PRC. Our top manufacturer accounted for approximately 57.4% and 34.7% of our total cost of sales for the year ended 2016 and the nine months ended The purchases from our five largest manufacturers accounted for approximately 88.9% and 87.5% of our total cost of sales for the year ended 2016 and the nine months ended As at the Latest Practicable Date, we had a pool of over 20 approved manufacturers. In the event of engaging a new manufacturer, we take into account in the selection process various factors such as its experience, reputation, pricing schedules, financial track record, payment terms and production reliability and we conduct on-site examination of the manufacturer s facilities to assess its production and technical capabilities, working conditions, quality control and records of compliance with applicable standards for the products. See Business Our manufacturers. 2

3 COMPETITIVE STRENGTHS Our Directors believe the following competitive strengths contribute to our success: (i) we provide comprehensive point of sale product design and production management services; (ii) our management team and design team are experienced, which enable us to capture market opportunities and provide quality services; (iii) we are able to work with customers across different industries and provide solutions for their needs and budgets; (iv) we have close and stable relationships with our customers; (v) we provide quality products and deliver responsive customer services; and (vi) we have close and stable relationships with our quality manufacturers. See Business Competitive strengths. BUSINESS STRATEGIES Our goal is to provide our customers with quality products, sales and after-sales services as well as enhance our competitiveness in our industry and increase market share. We intend to achieve our objectives by adopting the following key business strategies, details of which are in Business Business strategies : (i) broadening our customer base by setting up representative offices overseas and in mainland China; (ii) expanding our design and quality control teams and setting up a prototype development and research team; (iii) renting a new premise, acquiring machinery and purchasing related software in the PRC to set up a showroom and laboratory; (iv) enhancing our corporate image by participating in exhibitions and trade fairs; and (v) assisting our customers in their roadshow projects. COMPETITIVE LANDSCAPE According to the F&S Report, the local point of sale product market is highly fragmented with approximately market participants offering different ranges of products and services. There is no single market leader dominating the market and it is estimated that the total revenue of the top five market participants did not likely exceed 10% of the total market in As at 2016, the export value of point of sale products from Hong Kong reached approximately HK$8.0 billion. According to the F&S Report, the services we offer are highly value-added services as perceived by retail customers across the globe. Our Directors believe we rely on our competitive strengths, including our provision of one-stop solution services, strong management team and extensive brand portfolio. See Industry Overview. SHAREHOLDERS INFORMATION Immediately following completion of the [REDACTED] and the [REDACTED] and without taking into account the Shares to be issued pursuant to the exercise of the [REDACTED] or options which may be granted under the Share Option Scheme, our Company will be owned as to [REDACTED]% by Busy Bee, a company incorporated in the BVI and directly wholly owned by Mr. Put Sai Kit, our chairman and executive director. For the purposes of the [REDACTED], Busy Bee and Mr. Put Sai Kit are our Controlling Shareholders. See Relationship with Controlling Shareholders. 3

4 FINANCIAL INFORMATION AND PERFORMANCE The following tables present a summary of our combined financial information as a group for the year ended 2016 and for the nine months ended 2016 and The summary of combined financial information is derived from, and should be read in conjunction with, our combined financial information included in the Accountants Report and the Interim Financial Information. Our combined financial statements have been prepared in accordance with HKFRS. Key items of our combined statements of profit or loss and other comprehensive income items Year ended Nine months ended HK$ 000 HK$ 000 HK$ 000 Revenue 65,447 54,161 59,141 Gross profit 23,497 19,533 20,844 Profit before taxation 16,359 14,815 14,660 Profit for the year/period 13,649 12,381 12,005 Total comprehensive income for the year/period 13,500 12,349 12,143 Revenue The following tables show our revenue breakdown by product type, customer industries and geographical location, for the Track Record Period and for the nine months ended For the year ended For the nine months ended HK$ 000 revenue HK$ 000 revenue HK$ 000 revenue Product type Display units 38, , , Retail fixtures 11, , , Others Note 14, , , Total 65, , , Note: Includes point of sale accessories such as watch boxes, paper bags, C-clips, holders and trays. 4

5 For the year ended For the nine months ended HK$ 000 revenue HK$ 000 revenue HK$ 000 revenue Customer industries Watches 57, , , Jewellery 5, , , Eyewear 1, , , Others Note 1, , Total 65, , , Note: Includes homeware, apparel, footwear, mobile phones, pens, cameras and cosmetics. Geographical location Europe Note 1 22, , , Hong Kong 26, , , Japan 8, , , North America 1, , , Mainland China 1, , , Others Note 2 3, , , Total 65, , , Notes: 1. Includes France, Germany, the Netherlands, Poland, Spain, Switzerland and Monaco. 2. Includes Australia, Dubai, Taiwan, Cambodia, Thailand, Israel, Singapore, India, Saudi Arabia, the Philippines, South Korea and South Africa. 5

6 During the Track Record Period, our revenue was primarily generated from the provision of point of sale product design and production management services. Our services include product design, selection and engagement of third-party manufacturers, quality control and logistics coordination. Our overall revenue increased by HK$4.9 million or 9.0% from approximately HK$54.2 million for the nine months ended 30 September 2016 to approximately HK$59.1 million for the nine months ended 30 September The increase in our revenue was primarily due to (i) an increase in sales of display units for watches from a new customer in the watch and jewellery industries based in the Netherlands of approximately HK$4.1 million, and from another customer in the watch industry based in Poland, of approximately HK$5.9 million, which was partially offset by (ii) a decrease of approximately HK$2.6 million in sales orders from our two customers based in Japan. Cost of sales, gross profit and gross profit margin The following table shows our cost of sales, gross profit and gross profit margin for the Track Record Period and for the nine months ended For the year ended For the nine months ended HK$ 000 % HK$ 000 % HK$ 000 % Costofsales Purchases 40, , , Staff costs Others 1, Total 41, , , Gross profit and gross profit margin Display units 13, , , Retail fixtures 4, , , Others Note 5, , , Total 23, , , Note: Includes point of sale accessories such as watch boxes, paper bags, cases, C-clips, holders and trays. See Financial Information Management s discussion and analysis of results of operations Cost of sales and Financial Information Management s discussion and analysis of results of operations Gross profit and gross profit margin. 6

7 Key items of our combined statements of financial position The following table sets forth our key items of our combined statements of financial position as at 2016 and As at 2016 HK$ 000 As at 2017 HK$ 000 Non-current assets 3,259 25,844 Current assets 33,655 31,854 Current liabilities 8,851 31,494 Net current assets 24, Net assets 28,045 26,188 Key items of our combined statements of cash flows items The following table sets forth key items of our combined statements of cash flows for the year or periods indicated. For the year ended For the nine months ended HK$ 000 HK$ 000 HK$ 000 Operating profit before movements in working capital 17,297 15,343 15,523 Net cash generated from operating activities 13,100 11,599 11,855 Net cash used in investing activities (6,327) (4,305) (19,301) Net cash generated from financing activities 2,261 Net increase/(decrease) in cash and cash equivalents 6,773 7,294 (5,185) Cash and cash equivalents at the beginning of the year/period 9,885 9,885 16,523 Cash and cash equivalents at the end of the year/period 16,523 17,174 11,426 7

8 Key financial ratios The following table sets forth our key financial ratios for the year or periods indicated. For a description of calculation methodology of those ratios, see Financial Information Key financial ratios. For the year ended 2016 For the nine months ended 2017 Current ratio Gearing ratio 0.6 Return on equity 48.7% 45.8% Return on assets 37.0% 20.8% LITIGATION AND REGULATORY COMPLIANCE During the Track Record Period, we failed to comply with certain legal requirements applicable to our Group in Hong Kong and the PRC, namely non-compliance with contributions of social insurance and housing provident funds in the PRC. See Business Legal proceedings and regulatory compliance. [REDACTED] EXPENSES Our estimated [REDACTED] expenses represent legal and professional fees incurred in connection with the [REDACTED], including [REDACTED] commissions. Assuming an [REDACTED] of HK$[REDACTED] per [REDACTED], being the mid-point of the [REDACTED] range stated in the [REDACTED], the [REDACTED] expenses to be borne by our Company are estimated to be approximately HK$[REDACTED]. Approximately HK$[REDACTED] will be accounted for as deduction from equity upon the [REDACTED] and HK$[REDACTED] will be recognised as expenses in our combined statements of profit or loss and other comprehensive income for the year ended 31 December 2017 and the year ending Although the total [REDACTED] expenses are estimated to be approximately HK$ [REDACTED], only the [REDACTED] commission and related expenses of approximately HK$[REDACTED], representing [REDACTED]% of the gross [REDACTED] of HK$[REDACTED] from the [REDACTED], will be settled by the gross [REDACTED] from the [REDACTED]. The remaining [REDACTED] expenses of HK$[REDACTED] will be settled by internal funding from our Group. RECENT DEVELOPMENT AND NO MATERIAL ADVERSE CHANGE Since the end of the Track Record Period, we have continued to build our business pursuant to our strategic plans. See Business Business strategies. Based on unaudited financial information, our revenue for the eleven months ended 30 November 2017 increased slightly as compared to the same period in The increase was attributable to an increase in our sales of display units. In January 2018, our subsidiary, Mastermind Manufacture (Hong Kong), declared a special dividend of HK$4.0 million. Our Directors confirm that subsequent to 2017 and up to the date of the [REDACTED], save as disclosed in the [REDACTED], there has been no significant adverse change in our principal business, pricing policy and cost structure. 8

9 Our Directors confirm that, as of the date of the [REDACTED], there have been no material adverse changes in the financial or trading position of our Group since 30 September 2017 (from the end of the Track Record Period up to the date of the [REDACTED]). REASONS FOR AND BENEFITS OF THE [REDACTED] AND THE [REDACTED] Our Directors believe that the [REDACTED] from the [REDACTED] ( [REDACTED] ) will facilitate our implementation of our business strategies which are aimed at reinforcing our standing in the point of sale industry and expanding our market presence globally. Our Directors believe that the successful implementation of our business strategies would be conducive to increasing our competitiveness in the point of sale product market and assist us to obtain additional customers. See Future Plans and [REDACTED] Reasons for the [REDACTED] and [REDACTED]. FUTURE PLANS AND [REDACTED] We estimate that the aggregate [REDACTED] to us (after deducting the [REDACTED] commission and other estimated expenses payable by us in connection with the [REDACTED] and assuming an [REDACTED] of HK$[REDACTED] per share, being the mid-point of the indicative [REDACTED] range), will be approximately HK$[REDACTED]. We intend to use the [REDACTED] as follows: Approximate percentage of [REDACTED] Total HK$ million Further strengthening our reputation and increasing our publicity by intensifying our marketing and promotional activities [REDACTED] [REDACTED] Setting up overseas representative offices located in Toronto, Shanghai, Tokyo and Brussels, as well as hiring local staff to station at these offices [REDACTED] [REDACTED] Leasing a new office in Dongguan to offer space for a new laboratory and showroom and to enhance our operational support, remunerating our design and production manager, quality control supervisor and quality control officers in Dongguan, and purchasing product quality testing equipment, a three-dimensional printer and scanner and three-dimensional design and production software and trading management software [REDACTED] [REDACTED] Increasing our capacity in providing point of sale products in Hong Kong and assisting our customers in their roadshow projects [REDACTED] [REDACTED] Purchasing new design and management software [REDACTED] [REDACTED] Repayment of bank loans [REDACTED] [REDACTED] Working capital [REDACTED] [REDACTED] [REDACTED] [REDACTED] See Future Plans and [REDACTED]. 9

10 DIVIDENDS During the Track Record Period, dividends of approximately nil and HK$14.0 million were paid for the year ended 2016 and the nine months ended 30 September 2017, respectively. In January 2018, Mastermind Manufacture (Hong Kong) declared a special dividend of approximately HK$4.0 million to our Controlling Shareholder. See Financial Information Dividends. We currently do not have a dividend policy. The declaration and payment of dividends and the amount of dividends in the future will be at the discretion of our Directors and will depend on our future operations and earnings, capital requirements and surplus, general financial conditions, contractual restrictions and other factors that our Directors consider relevant. Currently, we do not have any predetermined dividend distribution formula. RISK FACTORS We believe that there are certain risks involved in relating to an investment in our Shares. Our ability to successfully operate our business is subject to numerous risks, including those that are generally associated with operating businesses in Hong Kong and the PRC. Any of the factors set forth under Risk factors may limit our ability to successfully execute our business strategy. For example, we rely on securing purchase orders from our customers, which may vary from period to period. On the other hand, our operations and performance may be affected by the economic conditions and the laws of jurisdictions outside of Hong Kong. These risks can be categorised into (i) risks relating to our business; (ii) risks relating to the industry; (iii) risks relating to Hong Kong; (iv) risks relating to the PRC; and (v) risks relating to the [REDACTED]. You should carefully consider all of the information set forth in the [REDACTED] and, in particular, you should carefully evaluate the specific factors as set out in Risk Factors in deciding whether to invest in our Shares. [REDACTED] STATISTICS The [REDACTED] comprises: (i) the [REDACTED] of [REDACTED] (subject to reallocation) in Hong Kong; and (ii) the [REDACTED] of [REDACTED], subject, in each case, to reallocation on the basis as described in Structure and Conditions of the [REDACTED]. Based on the [REDACTED] of HK$[REDACTED] per [REDACTED] Based on the [REDACTED] of HK$[REDACTED] per [REDACTED] Market capitalisation at the [REDACTED] (in million) HK$[REDACTED] HK$[REDACTED] Unaudited pro forma adjusted combined net tangible assets per Share (Note) HK$[REDACTED] HK$[REDACTED] Note: The unaudited pro forma adjusted combined net tangible assets of our Group per Share is calculated based on [REDACTED] Shares expected to be in issue immediately following the completion of the [REDACTED] and the [REDACTED]. It does not take into account any Shares which may be allotted and issued pursuant to the exercise of the [REDACTED], the exercise of options which may be granted under the Share Option Scheme or any Shares which may be issued or repurchased by our Company pursuant to the general mandates. See Unaudited Pro Forma Financial Information in Appendix II. 10