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FingerTango Inc. M&A Activity 2025
51061_rns_2025-12-30_480553f7-dc64-4b5f-8b39-11a9dbf20c67.pdf
M&A Activity
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Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.
FINGER
TANGO
FingerTango Inc.
指尖悦動控股有限公司
(incorporated in the Cayman Islands with limited liability)
(Stock Code: 6860)
DISCLOSABLE TRANSACTION IN RELATION TO
DISPOSAL OF INVESTMENT
THE DISPOSAL
The Board announces that on 30 December 2025 (after trading hours), the Company and the Purchaser, an Independent Third Party, entered into the Disposal Agreement, pursuant to which the Company agreed to sell, and the Purchaser agreed to acquire, the Sale Shares at a cash consideration of HK$89,000,000.
LISTING RULES IMPLICATIONS
As one or more of the applicable percentage ratios (as defined under Rule 14.07 of the Listing Rules) in respect of the Disposal is more than 5% but all such percentage ratios are less than 25%, the Disposal constitutes a discloseable transaction of the Company under Chapter 14 of the Listing Rules and is therefore subject to reporting and announcement requirements under Chapter 14 of the Listing Rules.
INTRODUCTION
The Board announces that on 30 December 2025 (after trading hours), the Company and the Purchaser, an Independent Third Party, entered into the Disposal Agreement, pursuant to which the Company agreed to sell, and the Purchaser agreed to acquire, the Sale Shares at a cash consideration of HK$89,000,000.
THE DISPOSAL AGREEMENT
The principal terms of the Disposal Agreement are summarised below:
Date: 30 December 2025
Parties:
(1) The Company, as vendor; and
(2) The Purchaser, as purchaser.
The Purchaser is a company incorporated in Hong Kong and principally engaged in investment holding. To the best of the Directors' knowledge, information and belief and having made all reasonable enquiries, the Purchaser is wholly-owned by Hill Asset Management (Beijing) Co., Ltd. (山丘資產管理(北京)有限公司), a company established in the PRC and principally engaged in the operation and management of the funds set up by it for the benefits of third party investors, which is in turn owned (i) as to 88% by Xinyu Jinxin Investment Management Center (General Partnership) (新餘錦鑫投資管理中心 (普通合夥)), a general partnership established in the PRC which is owned as to 66% by Su Chunxiang (宿春翔) and as to 34% by Xu Meng Jie (徐夢潔); and (ii) as to 12% by Tianjin Zhiren Zhongying Information Technology Development Co., Ltd. (天津智仁眾盈信息科技發展有限公司), a company incorporated in the PRC which is owned as to 51% by Su Chunxiang (宿春翔) and as to 49% by Dong Wei (董威), and each of the Purchaser and its ultimate beneficial owners is an Independent Third Party.
Subject matter
Pursuant to the Disposal Agreement, the Company agreed to sell, and the Purchaser agreed to acquire the Sale Shares, being 59,672.888 Class L Shares.
Consideration and payment
The consideration for the Sale Shares under the Disposal Agreement is HK$89,000,000, payable in cash by the Purchaser to the Company in the following manner:
(i) HK$10,000,000 shall be paid at the Completion; and
(ii) the balance of HK$79,000,000 shall be paid within ninety (90) days after the Completion.
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The consideration was arrived at after arm’s length negotiation between the Company and the Purchaser with reference to the unaudited net carrying amount of the Sale Shares as at 30 June 2025 of RMB79,745,639 (equivalent to approximately HK$86,860,000) and the latest financial information obtained from the Fund showing the net asset value of the Sale Shares as at 31 December 2024 of US$11,157,119.03.
Completion
The Disposal Agreement is unconditional, and the Completion has taken place simultaneously upon the signing of the Disposal Agreement.
At the Completion, it is a requirement pursuant to the Disposal Agreement that the Purchaser shall enter (and it has entered) into a share charge to grant a first-ranking equitable charge over the full beneficial interest in all of the Sale Shares in favour of the Company as continuing security for the due and punctual payment of the balance of the consideration. In the event that the Purchaser fails to pay the balance of the consideration in full within ninety (90) days after the Completion, the security constituted by the share charge shall become immediately enforceable. In such event, the Company is entitled, in its sole discretion, by written to the Purchaser, either to: (i) enforce the share charge in accordance with its terms; or (ii) forfeit absolutely the first payment of the consideration made by the Purchaser, upon which the Purchaser shall be deemed to have transferred the beneficial interest in the Sale Shares back to the Company, without prejudice to any other rights or remedies the Company may have for any antecedent breach of the Disposal Agreement by the Purchaser.
FINANCIAL EFFECTS OF THE DISPOSAL
The Group classified its investment in the Fund as an investment measured at fair value through profit or loss before the Completion. It is estimated that the Group will record a net gain of approximately HK$2.14 million, which is calculated with reference to the difference between: (i) the consideration of HK$89 million; and (ii) the unaudited net carrying amount of the Company’s investment in the Fund as at 30 June 2025 of approximately RMB79.75 million (equivalent to approximately HK$86.86 million). The financial impact disclosed above is for illustrative purposes only. The actual amount of gain or loss as a result of the Disposal to be recorded by the Group will be subject to the review and final audit by the auditor of the Company.
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INFORMATION OF THE FUND
To the best of the Directors' knowledge, information and belief, having made all reasonable enquiries, the Fund is an exempted segregated portfolio company incorporated in the Cayman Islands on 20 July 2016. The authorised share capital of the Fund is US$100,000 divided into 1 management share of US$1.00 par value each and 9,999,900 Participating Shares. The Segregated Portfolio is one of the segregated portfolios established by the Fund, with the investment objective to provide investors with a stable total return through a combination of current income and capital appreciation by providing loans to suitable investment targets.
The Group did not receive any income or distribution from the Fund for the financial years ended 31 December 2023 and 2024, respectively.
As at 30 June 2025, the net carrying value of the Sale Shares recorded by the Company was RMB79,745,639 (equivalent to approximately HK$86,860,000).
REASONS FOR AND BENEFITS OF THE DISPOSAL
The Company is an investment holding company and its principal operating subsidiaries are engaged in the development, operation and publishing of mobile game business in the PRC.
In view of the increasing uncertainty and volatility in the global economic environment, the Board conducted a comprehensive review of the performance and risk-return profile of the Company's investment in the Fund. Following the review, the Board determined that the Disposal represents a prudent and optimal opportunity to de-risk the investment portfolio and realise a gain on the investment. The Disposal enables the Company to capitalise on current purchaser interest and lock in a certain gain at a premium to its original cost, rather than speculate on uncertain future prospects. Furthermore, it enables the Company to reallocate capital from non core fund investments to support its principal business, which the Board believes will enhance the Group's overall return profile and long term growth prospects.
The Sale Shares were originally subscribed for by the Group at a cost of US$127.969 per Class L Share and the total original subscription cost for the Sale Shares was approximately US$7.64 million (equivalent to approximately HK$59.45 million). The consideration of the Disposal of HK$89 million represents an accumulated gain of approximately HK$29.55 million over the original investment cost of the Sale Shares. Upon the Completion, the Company ceased to hold any interest in the Fund.
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The Company intends to use the net proceeds from the Disposal (after deducting relevant costs and expenses in connection with the Disposal) of approximately HK$88 million for the existing mobile game business of the Group in the PRC, including but not limited to the licensing and acquisition of games, the research and development of new and existing games, the marketing and launch of games on platforms, and the ongoing support and publishing of game operations. The Board is optimistic that this strategic redeployment of capital from non-core fund investments will help strengthen the Group's core operations, enhance overall returns, and support its long-term growth. As of the date of this announcement, the Company has not entered into any binding agreements concerning specific game acquisitions, nor has it identified any definitive acquisition targets.
In view of the above, the Directors consider that the terms of the Disposal Agreement are normal commercial terms and are fair and reasonable and in the interests of the Company and its Shareholders as a whole.
LISTING RULES IMPLICATIONS
As one or more of the applicable percentage ratios (as defined under Rule 14.07 of the Listing Rules) in respect of the Disposal is more than 5% but all such percentage ratios are less than 25%, the Disposal constitutes a discloseable transaction of the Company under Chapter 14 of the Listing Rules and is therefore subject to reporting and announcement requirements under Chapter 14 of the Listing Rules.
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DEFINITIONS
In this announcement, unless the context otherwise requires, the following terms shall have the following meanings:
“Board” the board of Directors
“Class L Share(s)” the Participating Share(s) issued as Class L Shares of the Segregated Portfolio
“Company” FingerTango Inc., a company incorporated in the Cayman Islands with limited liability, the issued shares of which are listed on the Stock Exchange (stock code: 6860)
“Completion” the completion of the Disposal
“connected person(s)” has the meaning ascribed thereto under the Listing Rules
“Director(s)” the director(s) of the Company
“Disposal” the disposal of the Sale Shares by the Company to the Purchaser pursuant to the terms and conditions of the Disposal Agreement
“Disposal Agreement” the sale and purchase agreement dated 30 December 2025 and entered into between the Company and the Purchaser in relation to the Disposal
“Fund” Central China Dragon Growth Fund SPC (中州龍騰增長基金), an exempted segregated portfolio company incorporated in the Cayman Islands
“Group” the Company and its subsidiaries
“Hong Kong” The Hong Kong Special Administrative Region of the PRC
“HK$” Hong Kong dollars, the lawful currency of Hong Kong
“Independent Third Party(ies)” third party(ies) independent of and not connected with the Company and its connected person(s)
“Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange
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“Participating Shares” the non-voting redeemable participating shares having a par value of US$0.01 each in the capital of the Fund, having the rights and being subject to the restrictions specified in the constitutional documents of the Fund, if any (this includes but is not limited to the Class L Shares)
“PRC” the People’s Republic of China
“Purchaser” Hill Investment Holdings Limited, a company incorporated in Hong Kong with limited liability, being an Independent Third Party and the purchaser to the Disposal Agreement
“RMB” Renminbi, the lawful currency of the PRC
“Sale Shares” 59,672.888 Class L Shares
“Segregated Portfolio” Central China Dragon Growth Fund SP7 (中州龍騰增長七號基金), a segregated portfolio established and maintained by the Fund under the laws of the Cayman Islands
“Shareholder(s)” holder(s) of the shares of the Company
“Stock Exchange” The Stock Exchange of Hong Kong Limited
“US$” United States dollars, the lawful currency of the United States of America
“%” per cent.
In this announcement, amounts quoted in US$ and RMB have been converted into HK$ at the rate of US$1.00 to approximately HK$7.785 and RMB1.00 to approximately HK$1.089, respectively. Such an exchange rate has been used, where applicable, for the purpose of illustration only and does not constitute a representation that any amounts were or may have been exchanged at this or any other rates or at all.
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The English names of Chinese entities marked with “*” are translations of their Chinese names and are included in this announcement for identification purposes only, and should not be regarded as their official English translation. In the event of any inconsistency, the Chinese name prevails.
By order of the Board
FingerTango Inc.
CHAN Man Fung
Chairman and Executive Director
Hong Kong, 30 December 2025
As at the date of this announcement, the Board comprises Dr. CHAN Man Fung and Ms. LI Nini as executive Directors and Mr. YIP Chong Ho Eric, Mr. JIANG Huihui and Mr. SHIN Ho Chuen as independent non-executive Directors.
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