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FingerTango Inc. Proxy Solicitation & Information Statement 2026
51061_rns_2026-05-12_b92ab8e1-004a-4e82-96ab-2d5352aead3d.pdf
Proxy Solicitation & Information Statement
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THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult a stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.
If you have sold or transferred all your shares in FingerTango Inc., you should at once forward this circular and the accompanying form of proxy to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, 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 circular.
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)
PROPOSALS FOR
(1) GENERAL MANDATES TO ISSUE SHARES
AND TO REPURCHASE SHARES;
(2) RE-ELECTION OF DIRECTORS;
(3) RE-APPOINTMENT OF AUDITOR;
AND
NOTICE OF ANNUAL GENERAL MEETING
A notice convening the Annual General Meeting of FingerTango Inc. to be held at Room 1602, 16/F., Park Commercial Centre, 180 Tung Lo Wan Road, Causeway Bay, Hong Kong on Friday, 5 June 2026 at 2:30 p.m., at which, among other things, the above proposals will be considered and approved, is set out on pages 19 to 23 of this circular.
Whether or not you intend to attend the Annual General Meeting, you are requested to complete and return the accompanying form of proxy in accordance with the instructions as indicated thereon to the Company's share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong as soon as possible and in any event not less than 48 hours (i.e. 2:30 p.m. on Wednesday, 3 June 2026) before the time of the meeting (or any adjournment thereof). Completion and return of the form of proxy shall not preclude you from attending and voting in person at the meeting (or any adjournment thereof) should you so wish.
13 May 2026
CONTENTS
PAGE
Responsibility Statement. 1
Definitions 2
Letter from the Board. 5
Appendix I — Explanatory Statement on Repurchase Mandate 11
Appendix II — Details of the Directors Proposed to be Re-elected at the Annual General Meeting 16
Notice of Annual General Meeting 19
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RESPONSIBILITY STATEMENT
This circular, for which the Directors (as defined herein) collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules (as defined herein) for the purpose of giving information with regard to the Company. The Directors (as defined herein), having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive and there are no other matters the omission of which would make any statement herein or this circular misleading.
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DEFINITIONS
In this circular, unless the context otherwise requires, the following expressions have the following meanings:
“Annual General Meeting” the annual general meeting of the Company to be convened and held at Room 1602, 16/F., Park Commercial Centre, 180 Tung Lo Wan Road, Causeway Bay, Hong Kong on Friday, 5 June 2026 at 2:30 p.m. (or any adjournment thereof)
“Articles of Association” the articles of association of the Company (as amended, supplemented or otherwise modified from time to time)
“Board” the board of Directors
“Cayman Companies Act” the Companies Act (as revised) of the Cayman Islands (as amended, supplemented or otherwise modified from time to time)
“CCASS” the Central Clearing and Settlement System established and operated by HKSCC
“close associate(s)” has the same meaning ascribed to it under the Listing Rules
“Company” FingerTango Inc., an exempted company incorporated in the Cayman Islands with limited liability on 9 January 2018, the Shares of which are listed on the main board of the Stock Exchange (Stock Code: 6860)
“connected person(s)” has the same meaning ascribed to it under the Listing Rules
“Director(s)” the director(s) of the Company
“Group” the Company and its subsidiaries
“HK$” Hong Kong dollars, the lawful currency of Hong Kong
“HKSCC” Hong Kong Securities Clearing Company Limited, a wholly-owned subsidiary of Hong Kong Exchanges and Clearing Limited
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DEFINITIONS
"Hong Kong"
the Hong Kong Special Administrative Region of the PRC
"Issue Mandate"
a general unconditional mandate proposed to be granted to the Directors at the Annual General Meeting to allot, issue and deal with Shares (including but not limited to the resale of Treasury Shares) of up to 20% of the total number of Shares in issue (excluding Treasury Shares, if any) as at the date of passing of the relevant resolution granting such mandate and adding thereto any Shares representing the aggregate number of Shares repurchased by the Company pursuant to the authority granted under the Repurchase Mandate
"Latest Practicable Date"
8 May 2026, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained herein
"Listing Rules"
the Rules Governing the Listing of Securities on the Stock Exchange
"PRC" or "China"
the People's Republic of China excluding, for the purpose of this circular, Hong Kong, the Macau Special Administrative Region of the PRC and Taiwan, China
"Repurchase Mandate"
a general unconditional mandate proposed to be granted to the Directors at the Annual General Meeting to repurchase such number of issued and fully paid Shares of up to 10% of the total number of Shares in issue (excluding Treasury Shares, if any) as at the date of passing of the relevant resolution granting such mandate
"SFO"
the Securities and Futures Ordinance (Chapter 571, Laws of Hong Kong) (as amended, supplemented or otherwise modified from time to time)
"Share(s)"
ordinary share(s) of US$0.000005 each in the share capital of the Company
"Shareholder(s)"
the holder(s) of the Share(s)
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DEFINITIONS
"Stock Exchange"
The Stock Exchange of Hong Kong Limited
"Takeovers Code"
The Codes on Takeovers and Mergers and Share Buy-backs issued by the Securities and Futures Commission of Hong Kong (as amended, supplemented or otherwise modified from time to time)
"Treasury Shares"
has the same meaning ascribed to it under the Listing Rules
"%"
per cent.
If there is any inconsistency between the Chinese names of entities or enterprises established in the PRC and their English translations, the Chinese names shall prevail. The English translation of company or entity names in Chinese or another language which are marked with “” and the Chinese translation of company or entity names in English which are marked with “” is for identification purpose only.
LETTER FROM THE BOARD
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)
Executive Directors:
Dr. CHAN Man Fung (Chairman)
Ms. LI Nini (Chief Executive Officer)
Independent Non-executive Directors:
Mr. YIP Chong Ho Eric
Mr. JIANG Huihui
Mr. SHIN Ho Chuen
Registered Office in the Cayman Islands:
Cricket Square
Hutchins Drive
P.O. Box 2681
Grand Cayman, KY1-1111
Cayman Islands
Principal Place of Business in Hong Kong:
Room 1602, 16/F., Park Commercial Centre
180 Tung Lo Wan Road
Causeway Bay
Hong Kong
13 May 2026
To the Shareholders
Dear Sir or Madam,
PROPOSALS FOR
(1) GENERAL MANDATES TO ISSUE SHARES
AND TO REPURCHASE SHARES;
(2) RE-ELECTION OF DIRECTORS;
(3) RE-APPOINTMENT OF AUDITOR;
AND
NOTICE OF ANNUAL GENERAL MEETING
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LETTER FROM THE BOARD
INTRODUCTION
The purpose of this circular is to provide you with information and to seek your approval in respect of the resolutions to be proposed in respect of, among other matters, (i) the granting to the Directors of the Issue Mandate and the Repurchase Mandate; (ii) the re-election of Directors; (iii) the re-appointment of auditor of the Company; and to give you the notice of the Annual General Meeting.
GENERAL MANDATES TO ISSUE SHARES AND TO REPURCHASE SHARES
At the Annual General Meeting, an ordinary resolution will be proposed to grant to the Directors (i) a general unconditional mandate to allot, issue and deal with Shares (including but not limited to the resale of Treasury Shares) not exceeding 20% of the aggregate number of Shares of the Company in issue (excluding Treasury Shares, if any); (ii) a general unconditional mandate to repurchase Shares up to 10% of the aggregate number of Shares of the Company in issue (excluding Treasury Shares, if any); and (iii) to extend the general mandate mentioned in (i) above by the addition of an amount representing the aggregate number of Shares of the Company repurchased by the Company pursuant to the mandate to repurchase Shares referred to in (ii) above.
The above general mandates will continue in force until (i) the conclusion of the next annual general meeting of the Company; or (ii) the date by which the next annual general meeting of the Company is required by the Articles of Association or any applicable law(s); or (iii) the revocation or variation by ordinary resolution of the Shareholders in general meeting, whichever occurs first.
It is therefore proposed to seek your approval by way of ordinary resolutions to be proposed at the Annual General Meeting to approve the Issue Mandate and the Repurchase Mandate. The Directors wish to state that they have no immediate plan to issue any Shares or repurchase any Shares pursuant thereto. Please refer to resolutions numbered 4 to 6 set out in the notice of Annual General Meeting on pages 19 to 23 of this circular for details of the proposed Issue Mandate and Repurchase Mandate.
As at the Latest Practicable Date, the number of issued Shares of the Company was 1,918,088,000 Shares, assuming that no further Shares are to be issued or repurchased prior to the Annual General Meeting, the Issue Mandate will grant to the Directors an authority to issue up to 383,617,600 Shares (including but not limited to the resale of Treasury Shares).
If the Company repurchases Shares pursuant to the Repurchase Mandate, the Company may cancel the repurchased Shares and/or hold them as Treasury Shares, subject to market conditions and the Group's capital management needs at the relevant time of the repurchases. If the Company
LETTER FROM THE BOARD
holds Shares in treasury, any resale of Shares held in treasury will be subject to the ordinary resolution numbered 4 of the notice of the Annual General Meeting and made in accordance with the Listing Rules and applicable laws and regulations of the Cayman Islands.
EXTENSION OF ISSUE MANDATE
In addition, subject to the passing of the resolutions to grant the Issue Mandate and the Repurchase Mandate, an ordinary resolution will be proposed at the Annual General Meeting to authorize the Directors to extend the Issue Mandate to allot and issue Shares by an amount of shares representing the aggregate nominal value of Shares purchased or repurchased by the Company pursuant to the authority granted to the Directors under the Repurchase Mandate provided that such extended amount shall not exceed 10% of the aggregate number of the issued Shares (excluding Treasury Shares, if any) as at the date of passing the resolution for approving the Repurchase Mandate.
An explanatory statement containing all relevant information relating to the proposed Repurchase Mandate is set out in Appendix I to this circular. The explanatory statement is to provide you with information reasonably necessary to enable you to make an informed decision on whether to vote for or against the resolution to grant to the Directors the Repurchase Mandate at the Annual General Meeting.
RE-ELECTION OF DIRECTORS
According to article 84 of the Articles of Association, not less than one-third of the Directors for the time being shall retire from office by rotation at every annual general meeting of the Company and the retiring Directors shall be eligible for re-election. In accordance with article 84 of the Articles of Association, Mr. JIANG Huihui and Mr. SHIN Ho Chuen shall retire by rotation at the Annual General Meeting and, being eligible, have offered themselves for re-election as Directors.
According to article 83(3) of the Articles of Association, any Director appointed by the Board to fill a casual vacancy on the Board or as an addition to the existing Board shall hold office until the first annual general meeting of the Company after his/her appointment and shall then be eligible for re-election. In accordance with article 83(3) of the Articles of Association, Mr. YIP Chong Ho Eric shall retire at the Annual General Meeting and, being eligible, has offered himself for re-election as Director.
At the Annual General Meeting, the re-election of the retiring Directors will be voted on individually by separate resolutions as set out in the notice convening the Annual General Meeting.
LETTER FROM THE BOARD
The nomination committee of the Company (the “Nomination Committee”) has assessed and reviewed the independence of each of Mr. JIANG Huihui, Mr. SHIN Ho Chuen and Mr. YIP Chong Ho Eric based on the independence criteria set out in Rule 3.13 of the Listing Rules. Each of Mr. JIANG Huihui, Mr. SHIN Ho Chuen and Mr. YIP Chong Ho Eric has submitted annual confirmation to the Company on his fulfillment of the independence guidelines set out in Rule 3.13 of the Listing Rules. As of the Latest Practicable Date, no notification has been received from Mr. JIANG Huihui, Mr. SHIN Ho Chuen and Mr. YIP Chong Ho Eric regarding any subsequent change in circumstances affecting their independence. After due consideration, the Board confirmed that Mr. JIANG Huihui, Mr. SHIN Ho Chuen and Mr. YIP Chong Ho Eric continue to be considered as independent and will continue to bring valuable business experience, knowledge and professionalism to the Board for its efficient and effective functioning and diversity.
The Nomination Committee will recommend to the Board the appointment/re-appointment of a Director in accordance with the following selection criteria and nomination procedures:
(a) identify individuals who are suitably qualified to become Board members and select or make recommendations to the Board on the selection of individuals nominated for directorships, having due regard to the Company’s board diversity policy, the requirements in the Company’s constitution, the Listing Rules and applicable laws and regulations, and the relevant candidates’ contributions to the Board in terms of qualifications, skills, experiences, independence and gender diversity;
(b) assess the independence of independent non-executive Directors to determine their eligibility with reference to the factors set out in Rule 3.13 of the Listing Rules and any other factors deemed appropriate by the Nomination Committee or the Board. If a proposed independent non-executive Director will be holding their seventh (or more) listed company directorship, to assess his/her ability to devote sufficient time to the Board matters; and
(c) develop the criteria for identifying and assessing the qualifications of and evaluating candidates for directorship, including but not limited to evaluating the balance of skills, knowledge and experience on the Board, and in light of this evaluation prepare a description of the role and capabilities required for a particular appointment.
The Nomination Committee has considered Mr. JIANG Huihui, Mr. SHIN Ho Chuen and Mr. YIP Chong Ho Eric’s extensive experience, their working profile and other experience and factors as set out in their biographical details in Appendix II to this circular. The Nomination Committee is satisfied that Mr. JIANG Huihui, Mr. SHIN Ho Chuen and Mr. YIP Chong Ho Eric have the required character, integrity and experience to continuously fulfill their roles as Directors effectively. The Board believed that their re-election as Directors would be in the best interests of the Company and its Shareholders as a whole.
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LETTER FROM THE BOARD
RE-APPOINTMENT OF AUDITOR
OOP CPA & Co. will retire as the auditor of the Company at the Annual General Meeting and, being eligible, offer itself for re-appointment.
The Board proposed to re-appoint OOP CPA & Co. as the auditor of the Company for the year ending 31 December 2026 and to hold the office until the conclusion of the next annual general meeting of the Company. The estimated audit fee for audit services in respect of the relevant reporting period ranges from approximately HK$2.9 million to HK$3.3 million, which was determined between the Company and OOP CPA & Co. having regard to, among other matters, the audit workload, the Company's business development of the year and the outcome of negotiations between the parties. A resolution will be proposed to approve the said re-appointment and to authorise the Board to fix the auditor's remuneration.
ANNUAL GENERAL MEETING
The Annual General Meeting will be held on Friday, 5 June 2026. A notice convening the Annual General Meeting is set out on pages 19 to 23 of this circular to consider and, if appropriate, to approve, among others, the ordinary resolutions relating to the proposals for the granting of the Issue Mandate and the Repurchase Mandate, the re-election of Directors and the re-appointment of auditor of the Company.
A form of proxy for use at the Annual General Meeting is enclosed herewith, and is also published on the websites of the Stock Exchange (www.hkexnews.hk) and the Company (www.fingertango.com). If you are not able to attend and/or vote at the Annual General Meeting in person, you are requested to complete the form of proxy and return it to the Company's share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong as soon as possible and in any event not less than 48 hours before the time of the Annual General Meeting (or any adjournment thereof). Completion and return of the form of proxy shall not preclude you from attending and voting in person at the Annual General Meeting (or any adjournment thereof) should you so wish.
Pursuant to Rule 13.39(4) of the Listing Rules, any vote of Shareholders at a general meeting must be taken by poll except where the chairman of the general meeting, in good faith, decides to allow a resolution which relates purely to procedural or administrative matter to be voted on by a show of hands. Accordingly, each of the resolutions put to vote at the Annual General Meeting will be taken by way of poll.
LETTER FROM THE BOARD
CLOSURE OF REGISTER OF MEMBERS
For determining the entitlement to attend and vote at the Annual General Meeting, the register of members of the Company will be closed from Tuesday, 2 June 2026 to Friday, 5 June 2026, both days inclusive, during which period no transfer of shares will be registered. In order to be eligible to attend and vote at the Annual General Meeting, all transfers of shares documents, accompanied by the relevant share certificates, must be lodged with the Company’s share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, located at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, for registration no later than 4:30 p.m. on Monday, 1 June 2026. The record date for determining the entitlement of the Shareholders to attend and vote at the Annual General Meeting will be Friday, 5 June 2026.
RECOMMENDATION
The Board considers that the resolutions in relation to the granting of the Issue Mandate and the Repurchase Mandate, the re-election of Directors and the re-appointment of auditor of the Company to be proposed at the Annual General Meeting are in the best interests of the Company and the Shareholders as a whole. Accordingly, the Board recommends the Shareholders to vote in favour of such resolutions to be proposed at the Annual General Meeting.
GENERAL INFORMATION
Your attention is also drawn to the additional information as set out in Appendices I to II to this circular.
MISCELLANEOUS
The English text of this circular shall prevail over the Chinese text for the purpose of interpretation.
Yours faithfully,
By Order of the Board
FingerTango Inc.
CHAN Man Fung
Chairman and Executive Director
APPENDIX I EXPLANATORY STATEMENT ON REPURCHASE MANDATE
This appendix serves as an explanatory statement, as required by the Listing Rules, to provide the Shareholders with all the information reasonably necessary to enable them to make an informed decision on whether to vote for or against the ordinary resolution to approve the Repurchase Mandate.
- LISTING RULES RELATING TO THE REPURCHASE OF SHARES
The Listing Rules permit companies whose primary listings are on the Stock Exchange to repurchase their shares on the Stock Exchange subject to certain restrictions.
- SHARE CAPITAL
As at the Latest Practicable Date, the issued share capital of the Company comprised 1,918,088,000 Shares (with no Treasury Shares). Subject to the passing of the resolution for repurchase of Shares and on the basis of no further new Shares will be issued or repurchased up to the Annual General Meeting, the Company would be allowed under the Repurchase Mandate to repurchase a maximum of 191,808,800 Shares, representing 10% of the existing issued Shares (excluding Treasury Shares, if any) as at the Latest Practicable Date.
- REASONS FOR REPURCHASES
The Directors believe that the Repurchase Mandate is in the best interests of the Company and the Shareholders. Such repurchases may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net assets value per share of the Company and/or its earnings per share and will only be made when the Directors believe that such a repurchase will benefit the Company and the Shareholders as a whole.
- FUNDING OF REPURCHASES OF SHARES
Any repurchase of securities of the Company would be funded entirely from the cash flow or working capital facilities available to the Company, and will, in any event be made out of funds legally available for the purpose in accordance with the Articles of Association and the applicable laws of the Cayman Islands and the Listing Rules. Such funds include, but are not limited to, profits available for distribution. Purchases may only be effected out of the profits of the Company or out of the proceeds of a fresh issue of Shares made for the purpose, or, if so authorized by the Articles of Association and subject to the provisions of the Cayman Companies Act, out of capital. Any premium payable on a purchase over the par value of the Shares to be purchased must be provided for out of profits of the Company or out of the Company's share premium account, or, if so authorized by the Articles of Association and subject to the provisions of the Cayman Companies Act, out of capital.
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APPENDIX I EXPLANATORY STATEMENT ON REPURCHASE MANDATE
5. GENERAL
There might be a material adverse impact on the working capital or gearing position as compared with the position disclosed in the audited financial statements of the Company for the year ended 31 December 2025 in the event that the Repurchase Mandate were to be carried out in full at any time during the proposed repurchase period.
However, the Directors do not propose to exercise the Repurchase Mandate to such extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or the gearing levels which in the opinion of the Directors are from time to time appropriate for the Company.
The Directors will exercise the Repurchase Mandate pursuant to the proposed resolution in accordance with the Listing Rules and the applicable laws of the Cayman Islands.
Neither this explanatory statement nor the proposed Share repurchase (if any) under the Repurchase Mandate has any unusual features.
6. STATUS OF REPURCHASED SHARES
If the Company repurchases Shares pursuant to the Repurchase Mandate, the Company may cancel such repurchased Shares and/or hold them as Treasury Shares, subject to market conditions and the Group's capital management needs at the relevant time of the repurchases. If the Company holds Shares in treasury, any resale of Shares held in treasury will be subject to the ordinary resolution numbered 4 of the notice of the Annual General Meeting and made in accordance with the Listing Rules and applicable laws and regulations of the Cayman Islands.
For any Treasury Shares deposited with CCASS pending resale on the Stock Exchange, the Company shall (i) procure its broker not to give any instructions to HKSCC to vote at general meetings of the Company for the Treasury Shares deposited with CCASS; and (ii) in the case of dividends or distributions, withdraw the Treasury Shares from CCASS, and either re-register them in its own name as Treasury Shares or cancel them, in each case before the record date for the dividends or distributions, or take any other measures to ensure that it will not exercise any Shareholders' rights or receive any entitlements which would otherwise be suspended under the applicable laws if those Shares were registered in its own name as Treasury Shares.
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APPENDIX I EXPLANATORY STATEMENT ON REPURCHASE MANDATE
7. SHARE PRICES
The highest and lowest prices at which the Shares were traded on the Stock Exchange during each of the previous twelve months before the Latest Practicable Date were as follows:
| Share Prices | ||
|---|---|---|
| Highest | ||
| HK$ | Lowest | |
| HK$ | ||
| 2025 | ||
| May | 0.140 | 0.125 |
| June | 0.205 | 0.126 |
| July | 0.246 | 0.167 |
| August | 0.240 | 0.186 |
| September | 0.222 | 0.176 |
| October | 0.198 | 0.181 |
| November | 0.222 | 0.184 |
| December | 0.195 | 0.170 |
| 2026 | ||
| January | 0.230 | 0.180 |
| February | 0.224 | 0.206 |
| March | 0.213 | 0.175 |
| April | 0.187 | 0.162 |
| May (up to the Latest Practicable Date) | 0.180 | 0.170 |
8. UNDERTAKING
None of the Directors nor, to the best of their knowledge having made all reasonable enquiries, their close associates (as defined in the Listing Rules), have any present intention to sell any Shares to the Company under the Repurchase Mandate if the same is approved by the Shareholders.
9. CORE CONNECTED PERSON
No core connected person (as defined in the Listing Rules) has notified the Company that he/she has a present intention to sell Shares to the Company, or has undertaken not to do so, in the event that the Repurchase Mandate is approved by the Shareholders.
APPENDIX I EXPLANATORY STATEMENT ON REPURCHASE MANDATE
10. TAKEOVERS CODE AND MINIMUM PUBLIC SHAREHOLDING
If on exercise of the powers of repurchase pursuant to the Repurchase Mandate, a Shareholder’s proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purposes of Rule 32 of the Takeovers Code. As a result, a Shareholder or a group of Shareholders acting in concert could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code.
To the best knowledge of the Company, as at the Latest Practicable Date, the following Shareholders were interested in 5% or more of the entire issued share capital of the Company as recorded of the Company kept under section 336 of the SFO:
| Name | Capacity | Number of Shares | Approximate percentage holding |
|---|---|---|---|
| LJ Technology Holding Limited^{(2)} | Beneficial owner | 1,007,837,500 (L) | 52.54% |
| Mr. LIU Jie^{(2)} | Interest in a controlled corporation | 1,007,837,500 (L) | 52.54% |
| ZYB Holding Limited^{(3)} | Beneficial owner | 148,488,000 (L) | 7.74% |
| Mr. ZHU Yanbin^{(3)} | Interest in a controlled corporation | 148,488,000 (L) | 7.74% |
| ACERY Holding LIMITED^{(4)} | Beneficial owner | 103,545,000 (L) | 5.40% |
| Mr. WU Junjie^{(4)} | Interest in a controlled corporation | 103,545,000 (L) | 5.40% |
Notes:
(1) The letter “L” denotes the person’s long position (as defined under Part XV of the SFO) in the Shares.
(2) LJ Technology Holding Limited is wholly-owned by Mr. LIU Jie. Thus, Mr. LIU Jie is deemed to be interested in the same number of Shares in which LJ Technology Holding Limited is interested by virtue of the SFO.
APPENDIX I EXPLANATORY STATEMENT ON REPURCHASE MANDATE
(3) ZYB Holding Limited is wholly-owned by Mr. ZHU Yanbin. Thus, Mr. ZHU Yanbin is deemed to be interested in the same number of Shares in which ZYB Holding Limited is interested by virtue of the SFO.
(4) ACERY Holding LIMITED is wholly-owned by Mr. WU Junjie. Thus, Mr. WU Junjie is deemed to be interested in the same number of Shares in which ACERY Holding LIMITED is interested by virtue of the SFO.
Based on the above shareholdings of the Company, in the event that the Directors exercise the Share Repurchase Mandate in full, which is not presently contemplated, and that there is no change in the entire issued share capital of the Company after the Latest Practicable Date, then the attributable shareholdings of the above Shareholders will increase to the following respective percentages:
| Name | Approximate percentage holding |
|---|---|
| LJ Technology Holding Limited | 58.38% |
| Mr. LIU Jie | 58.38% |
| ZYB Holding Limited | 8.60% |
| Mr. ZHU Yanbin | 8.60% |
| ACERY Holding LIMITED | 6.00% |
| Mr. WU Junjie | 6.00% |
The Directors are not aware of any Shareholder or a group of Shareholders acting in concert, who will become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code as a result of the repurchase of Shares.
The Directors will use their best endeavours to ensure that the Share Repurchase Mandate will not be exercised to such extent that the number of Shares held by the public will fall below the relevant minimum percentage as determined by the Stock Exchange.
11. REPURCHASE OF SHARES
No repurchase of Shares (whether on the Stock Exchange or otherwise) has been made by the Company in the six months immediately preceding the Latest Practicable Date.
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APPENDIX II
DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING
The following set out the details of the Directors who will retire and, being eligible, will offer themselves for re-election at the Annual General Meeting pursuant to article 84 and article 83(3) of the Articles of Association.
INDEPENDENT NON-EXECUTIVE DIRECTORS
MR. JIANG HUIHUI (江輝輝)
Mr. JIANG Huihui (江輝輝), aged 42, has been appointed as an independent non-executive Director and a member of each of the audit committee of the Company, remuneration committee of the Company and Nomination Committee with effect from 29 June 2023 and re-designated as the chairperson of remuneration committee of the Company with effect from 29 August 2023. Mr. Jiang has extensive experience in finance, investment fund management and the media and entertainment related businesses. Mr. Jiang is currently the general manager of an assets management company located in Beijing, the PRC, responsible for the management of overall operation of the company. Mr. Jiang is also the management consultant of a film and television production company located in Beijing, the PRC, responsible for identifying issues in the company and developing plans of action for enhancing performance.
Mr. Jiang obtained a bachelor degree of Engineering from University of Central Lancashire in 2005 and a degree of Master of Engineering Studies from University of Technology, Sydney in 2007.
Mr. Jiang has entered into an appointment letter with the Company for a term of three years, subject to retirement by rotation and re-election at annual general meetings of the Company in accordance with the Articles of Association. Under the appointment letter, Mr. Jiang is entitled to a Director's fee of HK$200,000 per annum which is determined by the Board with reference to his experience, duties and responsibilities as well as prevailing market rates.
Save as disclosed above, as at the Latest Practicable Date, Mr. Jiang (i) does not hold any other positions with the Company and other members of the Group; (ii) does not hold any directorships in the last three years in public companies the securities of which are listed on any securities market in Hong Kong or overseas; (iii) does not hold any other major appointments and professional qualifications; (iv) does not have any interest in any shares, underlying shares or debentures of the Company or any of its associated corporation which are required to be disclosed pursuant to Part XV of the SFO; (v) does not have any relationships with any Directors, senior management or substantial or controlling shareholders (as respectively defined in the Listing
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APPENDIX II
DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING
Rules) of the Company; (vi) does not have any information that needs to be disclosed pursuant to any of the requirements of Rules 13.51(2) of the Listing Rules; and (vii) does not have any other matters that need to be brought to the attention of the Shareholders.
MR. SHIN HO CHUEN (單浩銘)
Mr. SHIN Ho Chuen (單浩銘), aged 36, has been appointed as an independent non-executive Director and a member of each of the audit committee of the Company, the remuneration committee of the Company and the Nomination Committee with effect from 29 August 2023. Mr. Shin has over 9 years of law related working experience. Mr. Shin was employed by David Fong & Co. as an assistant solicitor from July 2016 to July 2020 and he has been a partner of the firm since August 2020. Since March 2022, Mr. Shin has been an independent director of Onion Global Limited (OGBLY: US), a company listed on U.S. OTC Markets. Since February 2023, Mr. Shin has been an independent non-executive director of Jiading International Group Holdings Limited (Stock Code: 8153), a company listed on the GEM of the Stock Exchange.
Mr. Shin obtained a bachelor of laws degree and a postgraduate certificate in laws from The Chinese University of Hong Kong in November 2012 and July 2013, respectively. He was admitted as a solicitor in Hong Kong in March 2016.
Mr. Shin has entered into an appointment letter with the Company for a term of three years, subject to retirement by rotation and re-election at annual general meetings of the Company in accordance with the Articles of Association. Under the appointment letter, Mr. Shin is entitled to a Director's fee of HK$200,000 per annum which is determined by the Board with reference to his experience, duties and responsibilities as well as prevailing market rates.
Save as disclosed above, as at the Latest Practicable Date, Mr. Shin (i) does not hold any other positions with the Company and other members of the Group; (ii) does not hold any other directorships in the last three years in public companies the securities of which are listed on any securities market in Hong Kong or overseas; (iii) does not hold any other major appointments and professional qualifications; (iv) does not have any interest in any shares, underlying shares or debentures of the Company or any of its associated corporation which are required to be disclosed pursuant to Part XV of the SFO; (v) does not have any relationships with any Directors, senior management or substantial or controlling shareholders (as respectively defined in the Listing Rules) of the Company; (vi) does not have any information that needs to be disclosed pursuant to any of the requirements of Rules 13.51(2) of the Listing Rules; and (vii) does not have any other matters that need to be brought to the attention of the Shareholders.
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APPENDIX II
DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING
MR. YIP CHONG HO ERIC (葉朗河)
Mr. YIP Chong Ho Eric (葉朗河), aged 36, has been appointed as an independent non-executive Director and the chairman of each of the Audit Committee and the Nomination Committee with effect from 25 August 2025. Mr. Yip has over 11 years of working experience in the auditing, accounting and finance fields. Mr. Yip is currently the director of a professional accounting firm. Prior to that, Mr. Yip worked at several professional accounting firms and in the accounting department of a securities firm. Mr. Yip was an independent non-executive director of P.B. Group Limited (Stock Code: 8331, a company listed on the GEM of the Stock Exchange) from April 2021 to March 2023.
Mr. Yip holds a degree of Bachelor of Business Administration in Professional Accounting from Hong Kong Metropolitan University (formerly known as The Open University of Hong Kong). Mr. Yip is a member of Hong Kong Institute of Certified Public Accountants, a member of the Institute of Chartered Accountants in England and Wales and a Certified Public Accountant (Practising) in Hong Kong.
Mr. Yip has entered into an appointment letter with the Company for a term of three years, subject to retirement by rotation and re-election at annual general meetings of the Company in accordance with the Articles of Association. Under the appointment letter, Mr. Yip is entitled to a Director's fee of HK$200,000 per annum which is determined by the Board with reference to his experience, duties and responsibilities as well as prevailing market rates.
Save as disclosed above, as at the Latest Practicable Date, Mr. Yip (i) does not hold any other positions with the Company and other members of the Group; (ii) does not hold any other directorships in the last three years in public companies the securities of which are listed on any securities market in Hong Kong or overseas; (iii) does not hold any other major appointments and professional qualifications; (iv) does not have any interest in any shares, underlying shares or debentures of the Company or any of its associated corporation which are required to be disclosed pursuant to Part XV of the SFO; (v) does not have any relationships with any Directors, senior management or substantial or controlling shareholders (as respectively defined in the Listing Rules) of the Company; (vi) does not have any information that needs to be disclosed pursuant to any of the requirements of Rules 13.51(2) of the Listing Rules; and (vii) does not have any other matters that need to be brought to the attention of the Shareholders.
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NOTICE OF ANNUAL GENERAL MEETING
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)
NOTICE OF ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN THAT an annual general meeting (the "Annual General Meeting") of FingerTango Inc. (the "Company") will be held at Room 1602, 16/F., Park Commercial Centre, 180 Tung Lo Wan Road, Causeway Bay, Hong Kong on Friday, 5 June 2026 at 2:30 p.m. to transact the following businesses:
ORDINARY RESOLUTIONS
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To receive and adopt the audited consolidated financial statements, directors' report and the independent auditor's report of the Company and its subsidiaries for the year ended 31 December 2025.
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To re-elect the following retiring directors of the Company and authorise the board (the "Board") of directors of the Company (individually, a "Director" and collectively, the "Directors") to fix the Directors' remuneration (as separate resolutions):
(i) To re-elect Mr. Jiang Huihui as an independent non-executive Director;
(ii) To re-elect Mr. Shin Ho Chuen as an independent non-executive Director;
(iii) To re-elect Mr. Yip Chong Ho Eric as an independent non-executive Director; and
(iv) To authorize the Board to fix the remuneration of the Directors.
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To re-appoint OOP CPA & Co. as an auditor of the Company and to authorize the Board to fix its remuneration.
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NOTICE OF ANNUAL GENERAL MEETING
4. "THAT:
(a) subject to the following provisions of this resolution, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue and deal with additional shares of US$0.000005 each in the share capital of the Company (the "Shares"), including the resale of Treasury Shares (as hereinafter defined), and to make or grant offers, agreements and options (including warrants, bonds and debentures convertible into Shares) which would or might require the exercise of such powers, subject to and in accordance with all applicable laws, be and is hereby generally and unconditionally approved;
(b) the approval in paragraph (a) of this resolution shall authorise the Directors during the Relevant Period to make or grant offers, agreements and options (including warrants, bonds and debentures convertible into Shares) which would or might require the exercise of such powers after the end of the Relevant Period;
(c) the aggregate number of Shares allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) and issued by the Directors pursuant to the approval in paragraph (a) of this resolution, otherwise than pursuant to (i) a Rights Issue (as hereinafter defined); (ii) the exercise of the conversion rights attaching to any convertible securities issued by the Company; (iii) the exercise of warrants to subscribe for Shares; (iv) the exercise of options granted under any share option scheme or similar arrangement for the time being adopted by the Company; or (v) an issue of Shares in lieu of the whole or part of a dividend on Shares in accordance with the articles of association of the Company; shall not exceed 20% of the total number of Shares in issue (excluding Treasury Shares (as hereinafter defined), if any) as at the date of the passing of this resolution, and the said approval shall be limited accordingly; and
(d) for the purpose of this resolution, "Relevant Period" means the period from the passing of this resolution until whichever is the earliest of:
(i) the conclusion of the next annual general meeting of the Company;
(ii) the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company or any applicable law of the Cayman Islands to be held; or
(iii) the date on which such mandate is revoked or varied by an ordinary resolution of the shareholders in general meeting.
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NOTICE OF ANNUAL GENERAL MEETING
"Rights Issue" means an offer of Shares open for a period fixed by Directors to the holders of Shares or any class of Shares whose names appear on the register of members of the Company on a fixed record date in proportion to their then holdings of such Shares as at that date (subject to such exclusions or other arrangements as the Directors of the Company may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of, or the requirements of any recognised regulatory body or any stock exchange in, any territory applicable to the Company).
"Treasury Shares" has the meaning ascribed thereto under the Rules Governing the Listing of Securities on the Stock Exchange as amended from time to time."
- "THAT:
(a) subject to paragraph (b) of this resolution, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to repurchase the Shares on the Stock Exchange or any other stock exchange on which Shares may be listed and recognised by the Securities and Futures Commission of Hong Kong and the Stock Exchange for this purpose, subject to and in accordance with all applicable laws and the requirements of the Rules Governing the Listing of Securities on the Stock Exchange or those of any other recognised stock exchange as amended from time to time, be and is hereby generally and unconditionally approved;
(b) the aggregate number of Shares to be repurchased by the Company pursuant to the approval in paragraph (a) of this resolution shall not exceed 10% of the total number of Shares in issue (excluding Treasury Shares, if any) as at the date of the passing of this resolution, and the said approval shall be limited accordingly; and
(c) for the purpose of this resolution, "Relevant Period" means the period from the passing of this resolution until whichever is the earliest of:
(i) the conclusion of the next annual general meeting of the Company;
(ii) the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company or any applicable law of the Cayman Islands to be held; or
(iii) the date on which such mandate is revoked or varied by an ordinary resolution of the shareholders in general meeting."
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NOTICE OF ANNUAL GENERAL MEETING
- "THAT conditional upon resolutions numbered 4 and 5 above being passed, the unconditional general mandate granted to the Directors to allot, issue and deal with additional shares and to make or grant offers, agreements, and options which might require the exercise of such powers pursuant to resolution numbered 4 above be and is hereby extended by the additional thereto of an amount representing the aggregate number of Shares repurchased by the Company under the authority granted pursuant to resolution numbered 5 above, provided that such amount shall not exceed 10% of the total number of Shares in issue (excluding Treasury Shares, if any) as at the date of passing the resolution."
By order of the Board
FingerTango Inc.
CHAN Man Fung
Chairman and Executive Director
Hong Kong, 13 May 2026
Notes:
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For the purpose of determining the identity of the shareholders entitled to attend and vote at the Annual General Meeting, the register of members of the Company will be closed from Tuesday, 2 June 2026 to Friday, 5 June 2026, both days inclusive, during which period no transfer of Shares will be effected. All transfers of shares documents accompanied by the relevant share certificates must be lodged with the Company's share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong for registration not later than 4:30 p.m. on Monday, 1 June 2026. The record date for determining the entitlement of the shareholders of the Company to attend and vote at the Annual General Meeting will be Friday, 5 June 2026.
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A member of the Company entitled to attend and vote at the Annual General Meeting is entitled to appoint one or, if he/she is the holder of two or more shares, more proxies to attend and vote instead of him/her. A proxy need not be a member of the Company.
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In the case of joint holders of shares in the Company, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the vote(s) of the other joint holder(s), seniority being determined by the order in which names stand in the register of members.
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In order to be valid, the form of proxy must be in writing signed by the appointor or of his/her attorney duly authorized in writing, or if the appointor is a corporation, either under common seal, or signed by an officer or attorney or other person duly authorized, and must be deposited with the Company's share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong (together with the power of attorney or other authority, if any, under which it is signed or a certified copy thereof) not less than 48 hours before the time fixed for holding of the Annual General Meeting (or any adjournment thereof).
NOTICE OF ANNUAL GENERAL MEETING
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With respect to resolution no. 2 of this notice, Mr. Jiang Huihui, Mr. Shin Ho Chuen and Mr. Yip Chong Ho Eric shall retire from office of directorship and shall offer themselves for re-election in accordance with the articles of association of the Company. Details of their information which are required to be disclosed under the Rules Governing the Listing of Securities on the Stock Exchange are set out in Appendix II in the circular of the Company dated 13 May 2026.
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If a tropical cyclone warning signal number 8 or above, a black rainstorm warning signal and/or “extreme conditions” announced by the Hong Kong Government is/are in force at or after 12:00 p.m. on the date of the Annual General Meeting, the Annual General Meeting will be postponed or adjourned. The Hong Kong Government may issue an announcement on “extreme conditions” in the event of, for example, widespread serious obstruction of public transport services, extensive flooding, major landslides or large-scale power outage as a result of a super typhoon or other natural disaster of a substantial scale. The Company will publish an announcement on the website of the Stock Exchange (www.hkexnews.hk) and the website of the Company (www.fingertango.com) to notify shareholders of the Company of the date, time and venue of the rescheduled meeting.
As at the date of this notice, 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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