Tian Ge Interactive Holdings Limited — Proxy Solicitation & Information Statement 2018

Apr 25, 2018

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt about this circular or as to the action to be taken, you should consult your stockbroker, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Tian Ge Interactive Holdings Limited, you should at once hand this circular to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale 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.

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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)

PROPOSALS FOR GENERAL MANDATES TO ISSUE SECURITIES AND REPURCHASE SHARES AND

ANNUAL MANDATE TO ISSUE SHARES UNDER RESTRICTED SHARE UNIT SCHEME AND RE-ELECTION OF RETIRING DIRECTORS AND DECLARATION OF FINAL DIVIDEND AND NOTICE OF ANNUAL GENERAL MEETING

A notice convening the AGM of Tian Ge Interactive Holdings Limited to be held at Aberdeen Room, 3/F, JW Marriott, Pacific Place, 88 Queensway, Hong Kong on Thursday, 7 June 2018 at 3:00 p.m. is set out on pages 17 to 21 of this circular. A form of proxy for use at the AGM is also enclosed. Such form of proxy is also published on the website of The Stock Exchange of Hong Kong Limited (www.hkexnews.hk) and the website of the Company (www.tiange.com).

Whether or not you are able to attend the AGM, you are requested to complete the form of proxy in accordance with the instructions printed thereon and return it to the Share Registrar, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong as soon as possible but in any event no less than 48 hours before the time appointed for the holding of the AGM (i.e. before 3:00 p.m. on Tuesday, 5 June 2018) or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the meeting or any adjourned meeting should you so wish.

26 April 2018

CONTENTS

	Page
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
APPENDIX I — DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION . .	9
APPENDIX II — EXPLANATORY STATEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . .	13
NOTICE OF ANNUAL GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	17

— i —

DEFINITIONS

In this circular, unless the context otherwise requires, the following expressions shall have the following meanings:

“AGM”

the annual general meeting of the Company to be held at Aberdeen Room, 3/F, JW Marriott, Pacific Place, 88 Queensway, Hong Kong on Thursday, 7 June 2018 at 3:00 p.m., or any adjournment thereof and notice of which is set out on pages 17 to 21 of this circular

• “Articles of Association” the articles of association of the Company currently in force

• “Board”

board of Directors

“Cayman Companies Law” the Companies Law, Cap. 22 (Law 3 of 1961, as consolidated and revised) of the Cayman Islands as amended, supplemented or otherwise modified from time to time “Company” Tian Ge Interactive Holdings Limited (天鴿互動控股有限 公司), an exempted company with limited liability incorporated under the laws of the Cayman Islands on 28 July 2008, the Shares of which are listed on the Main Board of the Stock Exchange

• “Controlling Shareholder(s)” has the meaning ascribed thereto under the Listing Rules

• “Director(s)” the director(s) of the Company

• “Final Dividend” the final dividend for the year ended 31 December 2017 recommended by the Board for approval by the Shareholders at the AGM

• “General Mandate” a general mandate proposed to be granted to the Directors at the AGM to allot, issue and/or otherwise deal with securities not exceeding 20% of the number of the issued Shares as at the date of passing the relevant resolution granting the General Mandate

• “Group”

the Company and its subsidiaries

• “Hong Kong” the Hong Kong Special Administrative Region of the People’s Republic of China

• “Latest Practicable Date” 18 April 2018, being the latest practicable date prior to the printing of this circular for the purpose of ascertaining certain information contained in this circular

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DEFINITIONS

“Listing Rules” the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, as amended from time to time

“Model Code” Model Code for Securities Transactions by Directors of Listed Issuers as set out in Appendix 10 to the Listing Rules

• “PRC” The People’s Republic of China

• “Record Date” 14 June 2018, being the record date for the purpose of determining the entitlement of Shareholders to the Final Dividend

“Repurchase Mandate”

a general mandate proposed to be granted to the Directors at the AGM to repurchase Shares not exceeding 10% of the number of issued Shares as at the date of passing the relevant resolution granting the Repurchase Mandate

• “Restricted Share Unit Scheme” or “RSU Scheme”

• the restricted share unit scheme approved and adopted on16 June 2014 for the grant of RSU Award to eligible participant pursuant thereto

“RSU”

• “RSU Annual Mandate”

• the restricted share unit

• the annual mandate of the Restricted Share Unit Scheme proposed under ordinary resolution 9(D) set out in the Notice of Annual General Meeting to be granted to the Directors to exercise the powers of the Company to allot and issue shares up to an aggregate number not exceeding 2% of the total number of issued Shares on the date of the passing of the said resolution upon vesting of the RSUs granted under the Restricted Share Unit Scheme

• “RSU Award” a restricted share unit award granted to a participant under the Restricted Share Unit Scheme

• “Securities and Futures Ordinance”

• Securities and Futures Ordinance, Chapter 571 of the Laws of Hong Kong, as amended from time to time

• “Share(s)” ordinary share(s) of par value of US$0.0001 each in the share capital of the Company or if there has been a subsequent sub-division, consolidation, reclassification or reconstruction of the share capital of the Company, shares forming part of the ordinary equity share capital of the Company

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	DEFINITIONS
“Shareholder(s)”	the holder(s) of the Share(s)
“Share Registrar”	Computershare Hong Kong Investor Services Limited, the
	Company’s branch share registrar in Hong Kong
“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 Future Commission, as amended,
	supplemented or otherwise modified from time to time

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LETTER FROM THE BOARD

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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)

Executive Directors: Registered office: Mr. Fu Zhengjun (Chairman and Grand Pavilion, Hibiscus Way Chief Executive Officer) 802 West Bay Road Mr. Mai Shi’en P.O. Box 31119, KY1-1205 Cayman Islands Non-executive Directors: Mr. Mao Chengyu Headquarters: Ms. Cao Fei Room 3A09 Sunshine International Business Center Independent non-executive Directors: No. 186 South Hushu Road Ms. Yu Bin Hangzhou, PRC Mr. Wu Chak Man Mr. Chan Wing Yuen Hubert Principal place of business in Hong Kong: 36/F, Tower Two Times Square, 1 Matheson Street Causeway Bay Hong Kong 26 April 2018

To the Shareholders

Dear Sir or Madam,

PROPOSALS FOR GENERAL MANDATES TO ISSUE SECURITIES AND REPURCHASE SHARES AND

ANNUAL MANDATE TO ISSUE SHARES UNDER RESTRICTED SHARE UNIT SCHEME AND RE-ELECTION OF RETIRING DIRECTORS AND DECLARATION OF FINAL DIVIDEND AND NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

The purpose of this circular is to give you the notice of AGM and the following proposals to be put forward at the AGM including: a) granting of the General Mandate to issue securities and the Repurchase Mandate to repurchase Shares; b) granting of the RSU Annual Mandate; c) the re-election of the retiring Directors; and d) the declaration of the Final Dividend.

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LETTER FROM THE BOARD

GENERAL MANDATE TO ISSUE SECURITIES

In order to ensure flexibility and give discretion to the Directors, in the event that it becomes desirable for the Company to issue any new securities, approval is to be sought from the Shareholders, pursuant to the Listing Rules, for the General Mandate to issue securities. At the AGM, an ordinary resolution no. 9(A) will be proposed to grant the General Mandate to the Directors to exercise the powers of the Company to allot, issue and/or otherwise deal with the additional securities of the Company not exceeding 20% of the number of issued Shares as at the date of passing the resolution in relation to the General Mandate.

As at the Latest Practicable Date, there were 1,276,121,035 Shares have been fully paid. Subject to the passing of the ordinary resolution no. 9(A) and on the basis that no further securities are issued or repurchased after the Latest Practicable Date and up to the date of the AGM, the Company will be allowed to issue a maximum of 255,224,207 Shares (whether by way of Share or otherwise).

In addition, subject to a separate approval of ordinary resolution no. 9(C), the number of Shares repurchased by the Company under ordinary resolution no. 9(B) will also be added to extend the General Mandate as mentioned in ordinary resolution no. 9(A), provided that such additional value shall represent up to 10% of the number of issued Shares as at the date of passing the resolutions in relation to the General Mandate and Repurchase Mandate. The Directors wish to state that they have no immediate plans to issue any new securities of the Company pursuant to the General Mandate.

REPURCHASE MANDATE TO REPURCHASE SHARES

In addition, an ordinary resolution will be proposed at the AGM to approve the granting of the Repurchase Mandate to the Directors to exercise the powers of the Company to repurchase Shares representing up to 10% of the number of issued Shares as at the date of passing the resolution in relation to the Repurchase Mandate.

An explanatory statement required by the Listing Rules to be sent to the Shareholders in connection with the proposed Repurchase Mandate is set out in Appendix II to this circular. This explanatory statement contains all information reasonably necessary to enable the Shareholders to make an informed decision on whether to vote for or against the relevant resolution at the AGM.

RSU ANNUAL MANDATE

In accordance with the rules of the Restricted Share Unit Scheme, an annual mandate is proposed under resolution 9(D) set out in the notice of AGM to be granted to the Board (i) specifying the maximum number of new Shares that may underlie the RSUs granted pursuant to the Restricted Share Unit Scheme, and (ii) empowering the Board to allot and issue Shares, procure the transfer of Shares and otherwise deal with Shares pursuant to the vesting of any RSUs that are granted pursuant to the Restricted Share Unit Scheme, during the period between the AGM and the conclusion of the next annual general meeting of the Company or any earlier date as referred to in such resolution.

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LETTER FROM THE BOARD

As at the Latest Practicable Date, the number of Shares in issue is 1,276,121,035 Shares. Subject to the passing of resolution 9(D) approving the RSU Annual Mandate, and assuming that there is no change in the number of issued Shares between the Latest Practicable Date and the date of approval of the RSU Annual Mandate, the maximum number of new Shares which may be issued under RSU Awards during the period between the AGM and the next annual general meeting of the Company (or any earlier date as aforesaid) pursuant to the RSU Annual Mandate will be 25,522,420 Shares, representing approximately 2% of the Shares in issue.

RE-ELECTION OF RETIRING DIRECTORS

Pursuant to the Articles of Association, Mr. Mai Shi’en, Mr. Mao Chengyu, Ms. Yu Bin and Ms. Cao Fei shall retire, and being eligible, offered themselves for re-election as Directors at the AGM.

Ms. Yu Bin, who has served the Board as independent non-executive Director since 16 June 2014, has made an annual confirmation of independence pursuant to Rule 3.13 of the Listing Rules. The Board is satisfied that, taking into account, inter alia, the valuable independent judgement, advice and objective views contributed by Ms. Yu, is of such character, integrity and experience commensurate with office of independent non-executive Director. The Board is not aware of any circumstance that might influence the independence of Ms. Yu.

Details of the above retiring Directors who are subject to re-election at the AGM are set out in Appendix I to this circular in accordance with the relevant requirements of the Listing Rules.

RE-APPOINTMENT OF AUDITORS

An ordinary resolution no. 8 will be proposed on the AGM to approve the re-appointment of PricewaterhouseCoopers as the auditors of the Company to hold office from the conclusion of the AGM until the next annual general meeting, and to authorize the Board to fix their remuneration.

DECLARATION OF FINAL DIVIDEND

As stated in the announcement issued by the Company dated 29 March 2018 relating to the annual results of the Group for the year ended 31 December 2017, the Board recommended the payment of the Final Dividend of HK$0.07 per Share for the year ended 31 December 2017. The Final Dividend, if approved by the Shareholders at the AGM, will be paid to Shareholders whose names appear on the register of members of the Company on the Record Date. The Final Dividend is subject to approval by the Shareholders at the AGM and ordinary resolution no. 2 will be proposed to the Shareholders for voting at the AGM.

CLOSURE OF REGISTER OF MEMBERS

The register of members of the Company will be closed from 13 June 2018 to 14 June 2018, both days inclusive, in order to determine the Shareholders’ entitlements to receive the Final Dividend (if approved by the Shareholders at the AGM). In order to qualify for the Final Dividend, all transfer

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LETTER FROM THE BOARD

documents accompanied by the relevant share certificates and transfer forms must be lodged with the Share Registrar, Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong for registration no later than 4:30 p.m. on 12 June 2018.

Shareholders whose names appear on the register of members of the Company on the Record Date will be entitled to receive the Final Dividend.

NOTICE OF ANNUAL GENERAL MEETING

Set out on pages 17 to 21 of this circular is the notice of the AGM at which, inter alia, ordinary resolutions will be proposed to Shareholders to consider and approve the granting of the General Mandate to issue securities, the Repurchase Mandate to repurchase Shares, the RSU Annual Mandate, the re-election of the retiring Directors and the declaration of the Final Dividend.

FORM OF PROXY

A form of proxy for use at the AGM is enclosed with this circular. Such form of proxy is also published on the website of the Stock Exchange (www.hkexnews.hk) and the website of the Company (www.tiange.com). Whether or not you are able to attend the AGM, you are requested to complete the form of proxy in accordance with the instructions printed thereon and return it to the Share Registrar, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong as soon as possible but in any event no less than 48 hours before the time appointed for the holding of the AGM (i.e. before 3:00 p.m. on Tuesday, 5 June 2018) or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the meeting or any adjourned meeting should you so wish.

VOTING BY POLL

There is no Shareholder who has any material interest in any of the resolutions to be proposed at the AGM, and therefore none of the Shareholders is required to abstain from voting on such resolutions.

Pursuant to Rule 13.39(4) of the Listing Rules and Article 66(1) of the Articles of Association, a resolution put to the vote of a meeting shall be decided by way of a poll save that the chairman of the meeting may in good faith, allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands.

On a poll, every Shareholder present in person or by proxy or, in the case of a Shareholder being a corporation, by its duly authorised representative shall have one vote for every fully paid share of which he is the holder. A Shareholder entitled to more than one vote on a poll need not use all his votes or cast all the votes he uses in the same way.

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LETTER FROM THE BOARD

RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for purpose of giving information with regard to the Company. The Directors, 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.

RECOMMENDATION

The Directors consider that the proposed resolutions for the granting of the General Mandate to issue securities, the Repurchase Mandate to repurchase Shares, the RSU Annual Mandate, the re-election of the retiring Directors and the declaration of the Final Dividend are in the interests of the Group and the Shareholders as a whole. The Directors therefore recommend the Shareholders to vote in favour of all the resolutions to be proposed at the AGM.

Yours faithfully, By order of the Board Tian Ge Interactive Holdings Limited

Fu Zhengjun

Chairman and Chief Executive Officer

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APPENDIX I DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION

.

The following are the particulars of the Directors (as required by the Listing Rules) proposed to be re-elected at the AGM:

As at the Latest Practicable Date, each of the following Directors, save as disclosed herein, did not have any interest in Shares within the meaning of Part XV of the Securities and Futures Ordinance.

Save as disclosed herein, no Director holds any position with the Company or any other member of the Group, nor has any directorships in other listed public companies in the last three years. In addition, save as disclosed herein, no Director has any relationship with any Directors, senior management, substantial Shareholders or Controlling Shareholders (as defined in the Listing Rules).

Save as disclosed in this circular, there is no other matter in relation to the following Directors that needs to be brought to the attention of the Shareholders and there is no other information relating to the following Directors which is required to be disclosed pursuant to any of the requirements of Rule 13.51(2)(h) to (v) of the Listing Rules.

Executive Director

Mr. Mai Shi’en (麥世恩) , aged 42, was appointed as a Director of our Board on 5 March 2014 and re-designated as an executive Director on 11 March 2014. From August 2012 to April 2014, Mr. Mai served as the chief financial officer of the Company and was responsible for the corporate finance, investor relations and financial management of our Group. He has been the chief operating officer of our Group since 22 April 2014 and is responsible for the overall operation of our Group and mergers and acquisitions, as well as our Group’s strategy planning and implementation. After the resignation of the former chief financial officer, Mr. Mai has resumed as the acting chief financial officer of the Company, since 31 July 2015. Mr. Mai has served as the directors of a number of subsidiaries or associated companies of the Group. Mr. Mai possesses extensive knowledge of the Internet industry and financial management. Prior to joining our Group, Mr. Mai was an executive director and the chief financial officer of Shanghai Nineyou Internet Technology Co. Ltd. (上海久遊網絡科技有限公司), an online games and interactive online platform operator in China, where he worked from September 2005 to July 2012 and was responsible for the company’s overall financial planning, internal auditing and investment. From September 2003 to September 2005, Mr. Mai worked at Praxair (China) Investment Co., Ltd. (普萊克斯（中國）投資有限公司), responsible for financial related matters. In addition, from August 1998 to July 2003, Mr. Mai worked in the auditing departments of several top global accounting firms including Ernst & Young, Arthur Anderson and KPMG.

Mr. Mai graduated from Shanghai Jiaotong University (上海交通大學) in Shanghai in July 1998, where he received a bachelor’s degree in international finance. He is a Certified Internal Auditor (CIA) admitted by China Institute of Internal Audit (中國內部審計協會) in November 2004 and a Chinese Institute of Certified Public Accountant (CICPA) admitted by Shanghai Certified Public Accountant Association (上海市註冊會計師協會) in December 2009.

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APPENDIX I DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION

.

Mr. Mai has entered into a service agreement for a term of three years with the Company. According to the service agreement, Mr. Mai is entitled to approximately RMB700,000 per annum as basic salary with social security costs, housing benefits and other employee benefits and he is also entitled to a discretionary bonus as may be determined by the Board and the remuneration committee of the Board based on the performance of his duties and the Company’s earnings. The remuneration of Mr. Mai was determined by the Board with reference to his time commitment, responsibilities, employment condition in the Group, prevailing market rate and comparable companies. Mr. Mai is subject to the provisions of his service agreement and the retirement and rotation provisions in the Articles of Association.

As at the Latest Practicable Date, Mr. Mai was deemed to be interested in 4,050,000 Shares within the meaning of Part XV of the Securities and Future Ordinance.

Non-Executive Directors

Mr. Mao Chengyu (毛丞宇) , aged 47, was appointed to our Board on 30 December 2008, as a director representative of series B pre-IPO investors. He was re-designated to our Board as a non-executive Director on 11 March 2014. Mr. Mao has resigned as a partner of IDG Capital Partners in August 2015, and now serves as the founder of Yun Qi Capital Partners. Mr. Mao has been a partner of IDG Capital Partners, which is a venture capital fund principally engaged in investing in technology start-up companies with PRC-related businesses, since 1 July 2012 and is responsible for the equity investment. Mr. Mao was a partner of the Shanghai Branch of IDG Investment Consulting (Beijing) Co., Ltd. (IDG資本投資顧問（北京）有限公司上海分公司) (formerly known as Shanghai Pacific Technology Co., Ltd. (上海太平洋技術創業有限公司)) (“IDG Shanghai Branch”) from July 2006 to June 2012 and was an investment manager and vice president of IDG Shanghai Branch from December 1999 to June 2006, where he was responsible for identifying and analyzing investment opportunities. Prior to entering into the venture capital industry, Mr. Mao was a business manager at Unilever (China) Co., Ltd. (聯合利華中國有限公司), one of the world’s largest food and personal care products manufacturers, from April 1999 to November 1999.

Mr. Mao obtained a bachelor’s degree in industrial foreign trade from Shanghai Jiaotong University (上海交通大學) in July 1993 and a master of business administration degree in May 1999 from China Europe International Business School (中歐國際工商學院) in Shanghai.

Mr. Mao has entered into a letter of appointment for a term of three years with the Company. According to the letter of appointment, Mr. Mao is entitled to an annual fee of HK$200,000 as basic salary. The remuneration of Mr. Mao was determined by the Board with reference to his time commitment, responsibilities, employment condition in the Group, prevailing market rate and comparable companies. Mr. Mao is subject to the provisions of his letter of appointment and the retirement and rotation provisions in the Articles of Association.

As at the Latest Practicable Date, Mr. Mao was deemed to be interested in 200,000 Shares within the meaning of Part XV of the Securities and Future Ordinance.

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APPENDIX I DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION

.

Ms. Cao Fei (曹菲) , aged 43, was appointed as a non-executive Director on 11 January 2018. Ms. Cao has been serving as the vice president, finance of Weibo Corporation (NASDAQ: WB) since September 2017. Ms. Cao served as the vice president, finance of SINA Corporation (NASDAQ: SINA) from January 2017 to September 2017 overseeing the corporate finance department and she served as the corporate controller of SINA Corporation from June 2005 to December 2016. Prior to that, Ms. Cao served as an audit manager in PricewaterhouseCoopers in Beijing from 1997 to 2005.

Ms. Cao is a certified public accountant in China and a member of China Institute of Certified Public Accountants (CICPA) since 2003. Ms. Cao obtained a bachelor agree in engineering from Shanghai Jiaotong University in July 1997 and an executive master of business administration from Shanghai Jiaotong University in December 2016.

Ms. Cao has entered into a letter of appointment for a term of three years with the Company. According to the letter of appointment, Ms. Cao is entitled to an annual fee of HK$200,000 as basic salary. The remuneration of Ms. Cao was determined by the Board with reference to her time commitment, responsibilities, employment condition in the Group, prevailing market rate and comparable companies. Ms. Cao is subject to the provisions of her letter of appointment and the retirement and rotation provisions in the Articles of Association.

Independent Non-Executive Director

Ms. Yu Bin (余濱) , aged 48, was appointed to our Board as an independent non-executive Director on 16 June 2014. Ms. Yu Bin is the chief financial officer of LingoChamp Inc., an AI driven education technology company since September 2017. Ms. Yu was the chief financial officer of Innolight Technology Co., Ltd, a company manufacturing transceiver used in data center from January 2015 to April 2017. She has been a director and the chief financial officer of Star Media China Limited (星空華文傳媒集團), a company engaging in entertainment TV programs business, since December 2013 and May 2013 respectively, where she is responsible for the corporate finance, legal, investor relations and financial management. From August 2012 to April 2013, she was the senior vice president of Youku Tudou Inc. (優酷土豆集團), a NYSE-listed China’s leading Internet television company and was in charge of the company’s investment in content production, merger and acquisition and the strategic investment. From July 2010 to December 2011 and from January 2012 to April 2013, she served as the chief financial officer and the vice president of finance of Tudou Holdings Limited (“Tudou”), respectively a company engaging in Internet television business, and oversaw the management of the company’s finance, legal, public relationship and investor relationship departments. Prior to joining Tudou, from September 1999 to July 2010, she worked at KPMG and eventually was promoted to a senior manager of KPMG Greater China region, where she was responsible for financial statements auditing and China based private entities’ overseas listing.

Ms. Yu obtained a bachelor’s degree in English Literature from Xi’an Foreign Language University (西安外國語大學) in Xi’an in July 1992, a master’s degree in accounting and education from the University of Toledo in the United States in May 1998 and August 1998, respectively and an EMBA degree from INSEAD in January 2013. She is a Certified Public Accountant in the United States admitted by the Accountancy Board of Ohio in December 2001, a member of American Institute of Certified Public Accountants (“AICPA”) admitted by AICPA and a member of Chartered Global Management Accountant (“CGMA”) admitted by CGMA in December 2013.

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APPENDIX I DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION

.

Ms. Yu has entered into a letter of appointment for a term of three years with the Company. According to the letter of appointment, Ms. Yu is entitled to an annual fee of HK$200,000 as basic salary. The remuneration of Ms. Yu was determined by the Board with reference to her time commitment, responsibilities, employment condition in the Group, prevailing market rate and comparable companies. Ms. Yu is subject to the provisions of her letter of appointment and the retirement and rotation provisions in the Articles of Association.

As at the Latest Practicable Date, Ms. Yu was deemed to be interested in 200,000 Shares within the meaning of Part XV of the Securities and Future Ordinance.

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EXPLANATORY STATEMENT

APPENDIX II

The following is an explanatory statement required to be sent to the Shareholders under the Listing Rules in connection with the proposed Repurchase Mandate.

ISSUED SHARES

As at the Latest Practicable Date, the number of issued shares of the Company was 1,276,121,035 Shares of nominal value of US$0.0001 each which have been fully paid. Subject to the passing of the resolution granting the Repurchase Mandate and on the basis that no further Shares are issued or repurchased before the AGM, the Company will be allowed to repurchase a maximum of 127,612,103 Shares which represent 10% of the issued Shares during the period ending on the earlier of (i) the conclusion of the next annual general meeting of the Company; or (ii) the revocation or variation by an ordinary resolution of the Shareholders in general meeting.

REASONS AND FUNDING OF REPURCHASES

The Directors believe that it is in the Company’s and the Shareholders’ best interests for the Directors to have general authority to execute repurchases of our Shares in the market. Such repurchases may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net asset value per Share and/or earnings per Share and will only be made where the Directors believe that such repurchases will benefit us and the Shareholders.

The repurchase of the Shares listed on the Stock Exchange must be funded out of funds legally available for the purpose in accordance with the Memorandum and Articles of Association of the Company and the applicable laws of the Cayman Islands. The Directors may not repurchase the Shares on the Stock Exchange for consideration other than cash or for settlement other than in accordance with the trading rules of the Stock Exchange. Subject to the foregoing, the Directors may make repurchases with profits of the Company or out of a new issuance of shares made for the purpose of the repurchase or, if authorized by the Articles of Association and subject to the Companies Law, out of capital and, in the case of any premium payable on the repurchase, out of profits of the Company or from sums standing to the credit of the share premium account of the Company or, if authorized by the Articles of Association and subject to the Companies Law, out of capital.

The Directors have no present intention to repurchase any Shares and they would only exercise the power to repurchase in circumstances where they consider that the repurchase would be in the best interests of the Company.

The Directors believe that, if the Repurchase Mandate were to be exercised in full, it might have a material adverse effect on the working capital and/or the gearing position of the Company as compared with the position disclosed in the audited consolidated financial statements of the Company as at 31 December 2017, being the date to which the latest published audited consolidated financial statements of the Company were made up. The Directors do not propose to exercise the Repurchase Mandate to such an 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.

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EXPLANATORY STATEMENT

APPENDIX II

GENERAL

To the best of their knowledge, having made all reasonable enquiries, none of the Directors or any of their close associates, as defined in the Listing Rules, currently intends to sell any Shares to the Company or its subsidiaries, if the Repurchase Mandate is approved by the Shareholders.

The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they will exercise the power of the Company to make repurchase pursuant to the Repurchase Mandate in accordance with the Listing Rules, the Memorandum and Articles of Association of the Company and the applicable laws of the Cayman Islands.

No core connected person, as defined in the Listing Rules, has notified the Company that he or she has a present intention to sell any Shares to the Company, or has undertaken not to do so, if the Repurchase Mandate is approved by the Shareholders.

TAKEOVERS CODE

If as a result of a repurchase of Shares 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. Accordingly, a Shareholder, or a group of Shareholders acting in concert (within the meaning of the Takeovers Code), depending on the level of increase of the Shareholder ’s interest, 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. Save as aforesaid, the Directors are not aware of any consequences which would arise under the Takeovers Code as a result of any repurchase of Shares pursuant to the Repurchase Mandate.

Mr. Fu Zhengjun (“ Mr. Fu ”) set up a discretionary trust (“ Mr. Fu’s Trust ”) with himself as founder, and UBS Trustees (BVI) Limited (“ UBS ”) as trustee. The discretionary beneficiaries of Mr. Fu’s Trust are Mr. Fu and his family members. Blueberry Worldwide Holdings Limited (“ Blueberry ”) is wholly-owned by Three-Body Holdings Ltd (“ Three-Body ”), which is in turn wholly-owned by UBS Nominee Limited and UBS as the trustee of Mr. Fu’s Trust. UBS is also the trustee of Mr. Fu Yanchang’s Trust (“ Mr. Fu Yanchang’s Trust ”). Mr. Fu Yanchang’s Trust is a discretionary trust established by Mr. Fu’s father, Mr. Fu Yanchang (as the settlor) and the discretionary beneficiaries of which are Mr. Fu Yanchang and his family members. Cloud Investment Holding Limited (“ Cloud Investment ”) is wholly-owned by Star Wonder Holding Ltd (“ Star Wonder ”), which is in turn wholly-owned by UBS Nominee Limited and UBS. As at the Latest Practicable Date, to the best knowledge and belief of the Directors, each of Mr. Fu (as founder of Mr. Fu’s Trust), UBS and Three-Body was deemed to be interested in 306,000,000 Shares held by Blueberry. In addition, each of Mr. Fu (as beneficiary of Mr. Fu Yanchang’s Trust), UBS and Star Wonder was deemed to be interested in 21,260,000 Shares held by Cloud Investment. Mr. Fu and Ms. Hong Yan, the spouse of Mr. Fu, were interested in 10,200,000 and 20,000,000 underlying Shares respectively, which were granted to them by the Company under the Pre-IPO Restricted Share Units Scheme. Therefore, Mr. Fu was also deemed to be interested in 20,000,000 underlying Shares held by Ms. Hong Yan. In conclusion, Mr. Fu was deemed to be interested in a total of 357,460,000 Shares (through Mr. Fu’s Trust, Mr. Fu Yanchang’s Trust, Ms. Hong Yan and himself), representing approximately 28.01% in aggregate number of issued Shares.

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EXPLANATORY STATEMENT

APPENDIX II

In the event that the Directors should exercise in full the Repurchase Mandate, the shareholding of Mr. Fu in the Company will be increased to approximately 31.12% of the issued Shares. To the best knowledge and belief of the Directors, such increase will give rise to an obligation to make a mandatory offer under the Takeovers Code. The Directors have no present intention to repurchase the Shares to the extent that will trigger the obligations under the Takeovers Code for the Controlling Shareholders of the Company, namely Mr. Fu, Three-Body and Blueberry, to make a mandatory offer.

The Listing Rules prohibit a company from making repurchase on the Stock Exchange if the result of the repurchase would be that less than 25% (or such other prescribed minimum percentage as determined by the Stock Exchange) of the total number of issued Shares would be in public hands. The Directors do not propose to repurchase Shares which would result in less than the prescribed minimum percentage of Shares in public hands.

SHARE REPURCHASE MADE BY THE COMPANY

During the six months prior to the Latest Practicable Date, the Company repurchased its own Shares as follows:

	No. of Shares
	repurchased by	Price per Share		Aggregate
Date of Repurchase	the Company	Highest	Lowest	consideration paid
		HK$	HK$	HK$
3 October 2017	200,000	5.84	5.71	1,152,080.00
6 October 2017	72,000	5.72	5.69	410,629.97
10 October 2017	200,000	5.80	5.75	1,155,610.00
11 October 2017	55,000	5.69	5.67	312,290.00
12 October 2017	155,000	5.75	5.70	887,490.01
13 October 2017	173,000	5.80	5.74	999,740.01
16 October 2017	163,000	5.68	5.64	921,929.96
20 October 2017	200,000	5.69	5.58	1,128,030.00
23 October 2017	50,000	5.58	5.54	277,690.00
24 October 2017	79,000	5.76	5.65	451,740.01
25 October 2017	80,000	5.79	5.74	461,540.00
26 October 2017	71,000	5.83	5.75	412,060.00
27 October 2017	33,000	5.85	5.80	192,280.01
30 October 2017	3,213,000	5.75	5.66	18,353,459.80

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EXPLANATORY STATEMENT

APPENDIX II

SHARE PRICES

The following table shows the highest and lowest prices at which the Shares have been traded on the Stock Exchange during the 12 months preceding the Latest Practicable Date:

Month	Highest prices	Lowest prices
	HK$	HK$
2017
April	6.23	4.90
May	6.94	5.54
June	6.42	5.36
July	6.40	5.50
August	6.39	5.00
September	6.10	5.08
October	5.94	5.50
November	6.47	5.66
December	6.55	5.88
2018
January	7.55	6.09
February	7.20	6.35
March	7.58	6.39
April (up to the Latest Practicable Date)	6.85	6.36

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NOTICE OF ANNUAL GENERAL MEETING

==> picture [141 x 35] intentionally omitted <==

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)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT the annual general meeting (the “ AGM ”) of Tian Ge Interactive Holdings Limited (the “ Company ”) will be held at Aberdeen Room, 3/F, JW Marriott, Pacific Place, 88 Queensway, Hong Kong on Thursday, 7 June 2018 at 3:00 p.m. for the following purposes:

1. To receive and adopt the audited consolidated financial statements of the Company and the reports of the directors and the auditor for the year ended 31 December 2017.

2. To consider and approve the declaration of a final dividend of HK$0.07 per share for the year ended 31 December 2017.

3. To re-elect Mr. Mai Shi’en as executive director of the Company.

4. To re-elect Mr. Mao Chengyu as non-executive director of the Company.

5. To re-elect Ms. Cao Fei as non-executive director of the Company.

6. To re-elect Ms. Yu Bin as independent non-executive director of the Company.

7. To authorize the board of directors of the Company to fix the remuneration of the directors of the Company.

8. To re-appoint PricewaterhouseCoopers as auditors of the Company and authorize the board of directors of the Company to fix their remuneration.

9. To consider and, if thought fit, pass the following resolutions as ordinary resolutions:

10. (A) “ That :

    • (i) subject to paragraph (iii) below, the exercise by the directors of the Company during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue and/or otherwise deal with additional shares of the Company or securities convertible into shares, or options, warrants or similar rights to subscribe for shares or such convertible securities of the Company and to make or grant offers, agreements and/or options (including bonds, warrants

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NOTICE OF ANNUAL GENERAL MEETING

and debentures convertible into shares of the Company) which may require the exercise of such powers, subject to and in accordance with all applicable laws and the requirements of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (as amended from time to time) (the “ Listing Rules ”), be and is hereby generally and unconditionally approved;

• (ii) the approval in paragraph (i) above shall be in addition to any other authorization given to the directors of the Company and shall authorize the directors of the Company during the Relevant Period (as hereinafter defined) to make or grant offers, agreements and/or options which may require the exercise of such power after the end of the Relevant Period;

• (iii) the aggregate number of shares allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to options or otherwise) by the directors of the Company during the Relevant Period (as hereinafter defined) pursuant to paragraph (i) above, otherwise than pursuant to a rights issue or pursuant to the exercise of any subscription rights which may be granted under any share option scheme or any Restricted Share Unit Scheme or any scrip dividend scheme or similar arrangements, any adjustment of rights to subscribe for shares under options and warrants or a special authority granted by the shareholders of the Company or 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) with an aggregate number of not more than 20% of the number of issued shares of the Company as at the date of passing this resolution; and

• (iv) for the purpose of this resolution:

• (a) “ Relevant Period ” means the period from the passing of this resolution until whichever is the earlier of:

  • (1) the conclusion of the next annual general meeting of the Company; and

  • (2) the revocation or variation of the authority given under this resolution by an ordinary resolution of the shareholders of the Company in general meeting; and

• (b) “ Rights Issue ” means an offer of shares in the capital of the Company, or an offer or issue of warrants, options or other securities giving rights to subscribe for shares, open for a period fixed by the directors of the Company to holders of shares in the capital of the Company whose names appear on the register of members on a fixed record date in proportion to their holdings of shares (subject to such exclusion 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, or the expense or

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NOTICE OF ANNUAL GENERAL MEETING

delay which may be involved in determining the exercise or extent of any restrictions or obligations under the laws of, or the requirements of, any jurisdiction applicable to the Company, any recognised regulatory body or any stock exchange applicable to the Company).”

(B) “ That :

• (i) subject to paragraph (ii) below, the exercise by the directors of the Company during the Relevant Period (as hereinafter defined) of all the powers of and on behalf of the Company to repurchase shares of the Company on The Stock Exchange of Hong Kong Limited (“ Stock Exchange ”) or on any other stock exchange on which the shares of the Company may be listed and recognized for this purpose by the Securities and Futures Commission and the Stock Exchange under the Codes on Takeovers and Mergers and Share Buy-backs and, subject to and in accordance with all applicable laws and the Listing Rules, be and is hereby generally and unconditionally approved;

• (ii) the aggregate number of the shares of the Company, which may be repurchased by the Company during the Relevant Period (as hereinafter defined) pursuant to the approval in paragraph (i) above shall represent up to 10% of the number of issued shares of the Company as at the date of passing this resolution;

• (iii) for the purpose of this resolution:

“ Relevant Period ” means the period from the passing of this resolution until whichever is the earlier of:

• (a) the conclusion of the next annual general meeting of the Company; and

• (b) the revocation or variation of the authority given under this resolution by an ordinary resolution of the shareholders of the Company in general meeting.”

• (C) “ That conditional upon the resolutions numbered 9(A) and 9(B) set out above being passed, the general mandate granted to the directors of the Company to exercise the powers of the Company to allot, issue and/or otherwise deal with new securities of the Company and to make or grant offers, agreements and options which might require the exercise of such powers pursuant to the ordinary resolution numbered 9(A) set out above be and is hereby extended by the addition to the number of issued shares of the Company which may be allotted or agreed conditional or unconditionally to be allotted by the directors of the Company pursuant to such general mandate of an amount representing the number of issued shares of the Company repurchased by the Company under the authority granted pursuant to ordinary resolution numbered 9(B) set out above, provided that such extended amount shall represent up to 10% of the number of issued shares of the Company as at the date of passing the Company resolutions.”

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NOTICE OF ANNUAL GENERAL MEETING

• (D) “ That :

• (i) the exercise by the Directors of the Company during the Relevant Period (as defined below) of all the powers of the Company to grant restricted share unit awards (“ RSU Awards ”) and to allot, issue, procure the transfer of and otherwise deal with additional shares underlying any RSU Awards granted under the RSU Scheme as and when the RSU Awards vest be and is hereby approved;

• (ii) the aggregate number of additional shares underlying all RSU Awards granted by the Directors pursuant to the approval in paragraph (i) of this resolution (excluding RSU Awards that have lapsed or been cancelled in accordance with the rules of the Restricted Share Unit Scheme) shall not exceed 2% of the total number of shares of the Company in issue at the date of passing of this resolution; and

• (iii) for the purpose of this resolution, “Relevant Period” shall have the same meaning as assigned to it under paragraph (iv) of resolution 9(A) in the notice of this meeting of which this resolution forms a part.”

By order of the Board Tian Ge Interactive Holdings Limited Fu Zhengjun Chairman and Chief Executive Officer

Hong Kong, 26 April 2018

Registered office: Headquarter:

Principal place of business in Hong Kong:

Grand Pavilion Room 3A09 36/F, Tower Two Hibiscus Way Sunshine International Business Times Square 802 West Bay Road No. 186 South Hushu Road 1 Matheson Street P.O. Box 31119 Hangzhou, PRC Causeway Bay KY1-1205 Hong Kong Cayman Islands

Notes:

• (i) All resolutions at the AGM will be taken by poll pursuant to the Listing Rules and the results of the poll will be published on the websites of the Stock Exchange and the Company in accordance with the Listing Rules.

• (ii) Ordinary resolution numbered 9(C) will be proposed to the shareholders for approval provided that ordinary resolutions numbered 9(A) and 9(B) are passed by the shareholders of the Company.

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NOTICE OF ANNUAL GENERAL MEETING

• (iii) Any member of the Company entitled to attend and vote at the AGM is entitled to appoint more than one proxy to attend and on a poll, vote instead of him. A proxy need not be a member of the Company. If more than one proxy is so appointed, the appointment shall specify the number and class of shares in respect of which each such proxy is so appointed.

• (iv) In the case of joint holders, the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the vote(s) of the other joint holder(s) and for this purpose seniority shall be determined as that one of the said persons so present whose name stands first on the register of members of the Company in respect of such share shall alone be entitled to vote in respect thereof.

• (v) In order to be valid, the form of proxy together with the power of attorney or other authority, if any, under which it is signed or a certified copy of that power of attorney or authority, must be deposited at the Share Registrar, Computershare Hong Kong Investor Services Limited of 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the time appointed for the holding of the AGM (i.e. before 3:00 p.m. on 5 June 2018) or any adjournment thereof. Delivery of the form of proxy shall not preclude a member of the Company from attending and voting in person at the AGM and, in such event, the instrument appointing a proxy shall be deemed to be revoked.

• (vi) For determining the right to attend and vote at the AGM to be held on 7 June 2018, the register of members of the Company will be closed from 4 June 2018 to 7 June 2018 (both days inclusive), during which period no transfer of shares will be registered. In order to qualify for attending and voting at the AGM, all transfer of shares accompanied by the relevant share certificates and transfer forms must be lodged with the Share Registrar, Computershare Hong Kong Investor Services Limited of Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong for registration no later than 4:30 p.m. on 1 June 2018.

• (vii) For determining the entitlement of shareholders of the Company to receive the final dividend, the register of members of the Company will also be closed from 13 June 2018 to 14 June 2018, both days inclusive, during which period no share transfers can be registered. In order to qualify for the proposed final dividend, all transfer of shares accompanied by the relevant share certificates and transfer forms must be lodged with the Share Registrar, Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong for registration no later than 4:30 p.m. on 12 June 2018.

• (viii) In respect of the ordinary resolutions numbered 3 to 6 above, Mr. Mai Shi’en, Mr. Mao Chengyu, Ms. Yu Bin and Ms. Cao Fei shall retire and, being eligible, offered themselves for re-election. Details of the above retiring directors are set out in Appendix I to the accompanied circular dated 26 April 2018.

• (ix) In respect of the ordinary resolution numbered 9(A) above, the directors of the Company wish to state that they have no immediate plans to issue any new securities of the Company referred therein. Approval is being sought from the shareholders of the Company as a general mandate for the purposes of the Listing Rules.

• (x) In respect of the ordinary resolution numbered 9(B) above, the directors of the Company wish to state that they will exercise the powers conferred by the repurchase mandate to repurchase shares of the Company in circumstances which they deem appropriate and for the benefits of shareholders of the Company. The explanatory statement containing the information necessary to enable shareholders to make an informed decision on whether to vote for or against the resolution to approve the repurchase by the Company of its own shares, as required by the Listing Rules, is set out in Appendix II to the accompanied circular dated 26 April 2018.

• (xi) Pursuant to Rule 13.39(4) of the Listing Rules, voting for all the resolutions set out in the notice of the AGM will be taken by poll, except where the chairman, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands.

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