Tian Ge Interactive Holdings Limited — M&A Activity 2026

Mar 5, 2026

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.

天鸽tiange

Tian Ge Interactive Holdings Limited

天鴿互動控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1980)

UPDATE ON THE STATUS OF THE PUBLIC FLOAT

References are made to (i) the announcement jointly issued by Tian Ge Interactive Holdings Limited (the "Company") and Truesense Trading Limited dated 8 January 2026 in relation to, among others, the results of the general offer; (ii) the announcement of Sina dated 21 January 2026 in relation to the pre-conditional voluntary cash partial offer made by Yu Ming Investment Management Limited for and on behalf of Sina Hong Kong Limited ("Sina") to acquire 32,500,000 shares in the Company (the "Partial Offer"); (iii) the announcement of the Company dated 29 January 2026 in relation to the Company's application for a temporary waiver from strict compliance with the minimum public float requirement for a period from 8 January 2026 to 8 June 2026; (iv) the announcement of Sina dated 4 February 2026 in relation to satisfaction of all pre-conditions of the Partial Offer; (v) the offer document issued by Sina relating to the Partial Offer dated 11 February 2026 (the "Offer Document"); and (vi) the response document issued by the Company dated 25 February 2026 (the "Response Document"). Unless the context otherwise requires, capitalised terms used herein shall have the same meanings as those defined in the Offer Document and the Response Document.

To the best knowledge, information and belief of the Company and based on the information publicly available to the Company, as at the date of this announcement, the public float of the Company is approximately $20.85\%$ , which remains below the minimum public float requirement as set out in Rule 13.32B(1) of the Listing Rules.

The offer period of the Partial Offer commenced on 21 January 2026 and ends on the final closing date (the "Final Closing Date"), which is (i) the 14th day after the date on which the Partial Offer is declared unconditional as to acceptances, or (ii) 30 March 2026, being the first closing day of the Partial Offer (the "First Closing Date"), whichever is the later, provided that the Partial Offer will be open for acceptance for at least 28 days following 11 February 2026, being the despatch date of the Offer Document (the "Despatch Date").

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As disclosed in the Offer Document, the Partial Offer is subject to the condition (the “Condition”) that valid acceptances are received (and not, where permitted, withdrawn) in respect of not less than 32,500,000 Offer Shares at or before 4:00 p.m. (Hong Kong time) on the First Closing Date, which shall be at least 28 days following the Despatch Date, or such later date as may be announced by the Offeror in accordance with the requirements of the Takeovers Code. The latest time on which the Offeror can declare the Partial Offer unconditional in all respects is 7:00 p.m. on the 60th day after the Despatch Date (or such later date to which the Executive may consent). For more details, please refer to the Offer Document and the Response Document. As the Partial Offer is subject to the satisfaction of the Condition, the Partial Offer may or may not become or be declared unconditional.

Assuming (i) full acceptances of the number of the Offer Shares under the Partial Offer by the public Shareholders only (i.e. shareholders other than the Offeror and parties acting in concert with it and other than the Directors); and (ii) that there are no changes to the issued share capital of the Company from the date of this announcement and up to the Final Closing Date, the public float of the Company will further decrease from approximately $20.85\%$ to $17.92\%$, which remains below the minimum public float requirement as set out in Rule 13.32B(1) of the Listing Rules.

In light of the ongoing offer period of the Partial Offer ongoing, the Board is bound not to conduct such actions until the end of such offer period pursuant to Rule 4 of the Takeovers Code. The Board remains committed to restoring the Company's public float in compliance with Rule 13.32B of the Listing Rules and will continue to monitor the status of the Partial Offer and take appropriate steps to restore the Company's public float as soon as reasonably practicable following the close of the Partial Offer.

The Company will make further announcement(s) on the results of its application to the Stock Exchange for a waiver from strict compliance with the public float requirement under Rule 13.33(1) of the Listing Rules and the status of restoration of the public float as and when appropriate in compliance with the Listing Rules.

By order of the Board

Tian Ge Interactive Holdings Limited

Fu Zhengjun

Chairman

Hong Kong, 6 March 2026

As at the date of this announcement, the executive Directors are Mr. Fu Zhengjun, Mr. Mai Shi'en and Mr. Zhao Weiwen; the non-executive Director is Ms. Cao Fei; and the independent non-executive Directors are Mr. Tse Ming Lun Alan, Mr. Wang Mingchun and Mr. Lam Yick Man.

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