Tian Ge Interactive Holdings Limited — Proxy Solicitation & Information Statement 2020

Oct 29, 2020

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)

MAJOR TRANSACTION IN RELATION TO THE DISCRETIONARY ACCOUNT AGREEMENTS AND

THE SHARE SUBSCRIPTION AGREEMENT AND NOTICE OF EXTRAORDINARY GENERAL MEETING

A letter from the Board is set out on pages 4 to 20 of this circular. Capitalised terms used on this cover page have the same meaning as defined in the section headed “ Definitions ” in this circular, unless the context requires otherwise.

A notice convening the EGM of Tian Ge Interactive Holdings Limited to be held at 12A, Intime City Tower E, Gongshu District, Hangzhou, Zhejiang, PRC on Tuesday, November 24, 2020 at 2:00 p.m. is set out on pages 29 to 30 of this circular. A form of proxy for use at the EGM 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 EGM, 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 EGM (i.e. before 2:00 p.m. on Sunday, November 22, 2020) or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the EGM or any adjourned meeting should you so wish.

October 29, 2020

CONTENTS

	Page
DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
APPENDIX I – FINANCIAL INFORMATION OF THE GROUP. . . . . . . .	21
APPENDIX II – GENERAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . .	24
NOTICE OF EXTRAORDINARY GENERAL MEETING. . . . . . . . . . . . . . . . . . .	29

– i –

DEFINITIONS

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

• “Articles of Association”

the articles of association of the Company currently in force

• “Board”

board of Directors

• “Business Day”

• any day (other than Saturday or Sunday) on which commercial banks are open for business in Hong Kong

• “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

• “connected person(s)”

has the meaning ascribed thereto under the Listing Rules

• “Director(s)”

the director(s) of the Company

• “Discretionary Account”

means the securities account and cash account relating to the Portfolio

• “Discretionary Account Agreement I”

the discretionary investment management agreement dated March 2, 2020 and entered into between the Manager and HuaGe in relation to the provision of the discretionary account service by the Manager to HuaGe

• “Discretionary Account Agreement II”

the discretionary investment management agreement dated September 3, 2020 and entered into between the Manager and HuaGe in relation to the provision of the discretionary account service by the Manager to HuaGe

• “Discretionary Account Agreements”

Discretionary Account Agreement I and Discretionary Account Agreement II

• “EGM”

the extraordinary general meeting of the Company to be held at 12A, Intime City Tower E, Gongshu District, Hangzhou, Zhejiang, PRC on Tuesday, November 24, 2020 at 2:00 p.m., or any adjournment thereof and notice of which is set out on pages 29 to 30 of this circular

– 1 –

DEFINITIONS

“ETF”

• exchange-traded fund, a type of investment fund that is traded on stock exchanges

• “Fund”

• Micro Money Fund SPC (微錢基金)

• “Group” the Company and its subsidiaries from time to time

• “HK$”

• Hong Kong dollars, the lawful currency of Hong Kong

• “Hong Kong”

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

• “HuaGe”

• a company incorporated in the British Virgin Islands, which is a wholly-owned subsidiary of the Company

• “Latest Practicable Date”

• October 23, 2020, 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 of Hong Kong Limited

• “Main Board”

• the stock market operated by the Stock Exchange, which excludes GEM and the options market

• “Manager”

• Forshine Asset Management Limited, a company incorporated in Hong Kong under the Companies Ordinance with limited liability and is licensed to conduct Types 4 (advising on securities) and 9 (asset management) regulated activities by the Securities and Futures Commission in Hong Kong

• “Participating Share”

• a participating, redeemable, non-voting share of par value US$0.01 in the capital of the Fund attributable to Micro Money Fund SP and being offered for subscription

• “Portfolio”

• means all the investments at any time under the management of the Manager

• “PRC”

• the People’s Republic of China, and for the purpose of this circular only, excluding Hong Kong, Macau and Taiwan

– 2 –

DEFINITIONS

• “SFO”

• the 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

• “Share Registrar”

• Computershare Hong Kong Investor Services Limited, the Company’s branch share registrar in Hong Kong

• “Share Subscription Agreement”

• the share subscription agreement dated September 3, 2020 and entered into between HuaGe and the Fund, pursuant to which HuaGe has agreed to subscribe and purchase participating, redeemable, non-voting shares attributable to Micro Money Fund SP, a segregated portfolio of the Fund

• “Shareholder(s)” the holder(s) of the Share(s)

• “Stock Exchange”

• The Stock Exchange of Hong Kong Limited

• “substantial shareholders”

• has the meaning ascribed to it under the Listing Rules

• “Suspension Events”

• includes situations where the trading of a specific or various investments are unavailable due to severe market conditions or issuer distress, suspension or limitation of trading by any public exchanges or any other circumstances which render it impossible to liquidate any or all the relevant investments

• “Transactions”

• the Discretionary Account Agreements and the Share Subscription Agreement

• “US$”

• United States dollar(s), the lawful currency of the United States of America

• “%”

• per cent

In this circular, amounts denominated in US$ have been converted into HK$ at the rate of US$1.00=HK$7.75 for illustration purpose only. No representation is made to the effect that any amount in US$ or HK$ have been, could have been or could be converted at the above rate or at any other rates or at all.

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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) Grand Pavilion, Hibiscus Way Mr. Mai Shi’en (Chief Operating 802 West Bay Road Officer and Acting Chief Financial Officer) P.O. Box 31119, KY1-1205 Cayman Islands Non-executive Directors: Mr. Xiong Xiangdong Headquarters: Ms. Cao Fei Room 322 East Tower Building 1 Independent non-executive Directors: No. 17-1 Chuxin Road Ms. Yu Bin Gongshu District Mr. Yang Wenbin Hangzhou, PRC Mr. Chan Wing Yuen Hubert

Principal place of business in Hong Kong: 31/F, Tower Two Times Square, 1 Matheson Street Causeway Bay Hong Kong

October 29, 2020

To the Shareholders

Dear Sir or Madam,

MAJOR TRANSACTION IN RELATION TO THE DISCRETIONARY ACCOUNT AGREEMENTS AND THE SHARE SUBSCRIPTION AGREEMENT AND NOTICE OF EXTRAORDINARY GENERAL MEETING

INTRODUCTION

References are made to the announcements of the Company dated March 2, 2020 and September 3, 2020 in relation to the Discretionary Account Agreements and the Share Subscription Agreement.

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LETTER FROM THE BOARD

On March 2, 2020, HuaGe, a wholly-owned subsidiary of the Company entered into the Discretionary Account Agreement I with the Manager, pursuant to which HuaGe has agreed to appoint the Manager and the Manager has agreed to accept such appointment as manager to provide discretionary investment services by the Manager to HuaGe. The investment amount was US$60.0 million (HK$465.0 million).

On September 3, 2020, HuaGe entered into the Discretionary Account Agreement II with the Manager, pursuant to which HuaGe has agreed to appoint the Manager and the Manager has agreed to accept such appointment as manager to provide discretionary investment services by the Manager to HuaGe. The investment amount was US$87.0 million (HK$674.3 million).

On September 3, 2020, HuaGe entered into the Share Subscription Agreement with the Fund, pursuant to which HuaGe has agreed to subscribe and purchase participating, redeemable, non-voting shares attributable to Micro Money Fund SP, a segregated portfolio of the Fund. The investment amount was US$3.0 million (HK$23.3 million).

The purpose of this circular is to provide you with, among other things, (i) details of the Discretionary Account Agreement II and Share Subscription Agreement; (ii) the recommendation of the Directors to the Shareholders in relation to the Transactions; (iii) the notice convening the EGM and (iv) other information as required under the Listing Rules.

THE DISCRETIONARY ACCOUNT AGREEMENT II

Date: September 3, 2020

Parties:

(1) HuaGe: HuaGe Group Limited, a company incorporated in the British Virgin Islands, which is a wholly-owned subsidiary of the Company.

(2) Manager Forshine Asset Management Limited, a company incorporated in Hong Kong under the Companies Ordinance with limited liability and is licensed to conduct Types 4 (advising on securities) and 9 (asset management) regulated activities by the Securities and Futures Commission in Hong Kong.

Subject matter

Pursuant to the Discretionary Account Agreement II, HuaGe has agreed to appoint the Manager and the Manager has agreed to accept such appointment as the manager in relation to the provision of the discretionary investment management service by the Manager to HuaGe. There is no guaranteed return of the investment. The expected annualized rate of return of the investment is approximately 10%, calculated with reference to the average projected rate of return of the potential pool of structured notes to be selected by the investment team of the Manager.

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LETTER FROM THE BOARD

The pool of structured notes are derivative products in a form of call and put options relating to bonds and stocks of companies with large market capitalization and are primarily blue chip stocks in diversified industry sectors. The offerors of such structured notes offer a range of coupon rates averaging above 10%, and the issuance of such structured notes is applied to hedge the offerors’ own positions in the underlying stocks. The downside risk for subscribers to the structured notes is when the respective underlying stocks fall below 25% to 40% of their respective market prices within short time space; otherwise, the subscribers would ordinarily receive the said coupon rate. In view of the downside risk, which would only happen under extreme market conditions, the Manager will adopt risk control measures and utilize option derivatives to hedge such risk.

Investment amount

The investment amount is US$87.0 million (HK$674.3 million) and will be made by HuaGe to the Manager during an investment duration of two years. Of the total investment amount of US$87 million (HK$674.3 million) under the Discretionary Account Agreement II, approximately US$60.9 million (HK$472.0 million) will be paid out of HuaGe’s internal cash reserves and approximately US$26.1 million (HK$202.3 million) is expected to be generated from leverage provided by banks that are identified by the Manager as custodians of the investment funds.

The investment amount will be managed by the Manager with full discretionary power in accordance with the terms of the Discretionary Account Agreement II. If there is an increase in the investment amount, the Company will make appropriate disclosure in accordance with the applicable Listing Rules.

Management of the investments

Subject to the terms and the conditions of the Discretionary Account Agreement II, the Manager shall have full and absolute discretionary power to manage the Portfolio at HuaGe’s own risk in accordance with the terms of the Discretionary Account Agreement II.

The Manager will manage the Portfolio according to the investment guidelines set out in the respective Discretionary Account Agreements. Such guidelines include, among others, that the investment products shall relate to companies with large market capitalization, and the investment thereunder should consist of diversified industry sectors, including technology, healthcare, bio-technology etc. The Portfolio mix will be restricted to bond funds, investment funds and structured notes, the underlying asset of which are primarily blue chip stocks with a market value of more than US$200 billion (HK$1,550 billion) and securities in the US stock markets, sectors and industry ETFs. As of August 31, 2020, HuaGe has utilized approximately US$56 million (HK$434 million) under the Discretionary Account Agreement I. The net asset value of the investment increased to US$61.554 million (HK$477.04 million), representing a net increase of US$1.554 million (HK$12.04 million), achieving an annualized increase of 5.55%. Such annualized return did not meet the initial projected return of approximately 10%

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LETTER FROM THE BOARD

due the following reasons: (i) unpredictability of the COVID-19 epidemic which caused a longer-than-expected economic recovery, and (ii) the US stock market fluctuated sharply in March 2020 which happened shortly after HuaGe’s initial investment under the Discretionary Account Agreement I.

The Manager will prepare monthly statement for HuaGe with full details of the status of all account balance and holdings. These monthly statements are issued within 10 Business Days of the end of each monthly accounting period. However, no monthly statement is required to be issued if no transactions have been effected in relation to the account during the month and no change has occurred in the account balance at the end of the relevant monthly accounting period.

The Company will regularly review monthly statement of the underlying investments provided by the Manager and closely monitor the performance of the Manager and the status of all account balances and holdings. The Company believes such arrangement will ensure sufficient monitoring of the performance of the Manager and be able to identify any deviation from the terms of the Discretionary Account Agreements on a timely basis.

The Company believes it has sufficient legal safeguards on its investment under the Discretionary Account Agreements due to the following reasons: (i) HuaGe entered into Discretionary Account Agreements with the Manager and the provisions in such agreements explicitly defined the obligations and rights of HuaGe and the Manager, respectively, which contractual terms are the primary source of protection for HuaGe; (ii) the Manager is a company incorporated in Hong Kong under the Companies Ordinance with limited liability and is licensed to conduct Type 4 (advising on securities) and Type 9 (asset management) regulated activities issued by the Securities and Futures Commission in Hong Kong. Therefore, the governance and the operation of the transactions underlying the Discretionary Account Agreements are regulated by the Hong Kong securities law.

Withdrawal

HuaGe may from time to time request the withdrawal of any of investments or all of the investments from the Portfolio provided that the Manager receives prior written notice of no less than 10 Business Days (or such shorter period as the Manager may from time to time prescribe) specifying the amount, currency, value date and payment instructions. Subject to any instructions in the notice, the outstanding liabilities whatsoever incurred by HuaGe hereunder, the uncompleted transactions already initiated by the Manager and any Suspension Events, the Manager will arrange for, and issue appropriate instructions for the realization as soon as practicable of such part of the Portfolio as it considers appropriate to produce the relevant cash sum for payment to HuaGe. Upon procuring the realization of monies and the effecting of any necessary currency conversion, the Manager will arrange for payment to be made to HuaGe.

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LETTER FROM THE BOARD

Term and termination of the Discretionary Account Agreement II

The Discretionary Account Agreement II shall continue in effect until terminated by either party giving 30 days’ prior written notice to the other, subject to the completion of outstanding transactions. The Manager may terminate the Discretionary Account Agreement II by immediate notice if required to do so by the regulatory authority.

Management fee

The management fee amount is equal to 2.0% per annum of the market value of the assets under management (before deduction of any management fee). The management fee shall be paid at the end of each month, or on the date of termination of Discretionary Account Agreement II on a pro-rata basis.

No separate fee will be levied by the Manager for safekeeping of assets or by any nominee appointed by the Manager, but fees, charges and expenses in connection with the custody of the investments or other dealings of the Portfolio shall be borne by HuaGe or paid out of the Portfolio.

The amount of fee is capped at HK$3,000,000 per annum.

The management fee was determined upon arms-length basis negotiation between HuaGe and the Manager after taking into account the benefit of the entering into of the Discretionary Account Agreement II as set out in the relevant section below.

SHARE SUBSCRIPTION AGREEMENT

Date: September 3, 2020

(1) HuaGe: HuaGe Group Limited, a company incorporated in the British Virgin Islands, which is a wholly-owned subsidiary of the Company.

(2) Fund: Micro Money Fund SPC, a segregated portfolio company incorporated in the Cayman Islands with limited liability. Forshine Asset Management Limited is the manager of the Fund and it is a company incorporated in Hong Kong under the Companies Ordinance with limited liability and is licensed to conduct Type 4 (advising on securities) and Type 9 (asset management) regulated activities by the Securities and Futures Commission in Hong Kong.

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LETTER FROM THE BOARD

Subject matter

Pursuant to the Share Subscription Agreement, HuaGe has agreed to subscribe and purchase participating, redeemable, non-voting Class C shares attributable to Micro Money Fund SP, a segregated portfolio of the Fund.

There are three classes of shares attributable to Micro Money Fund SP, namely Class A, Class B and Class C shares. Each class of shares carry Participating Shares in the capital of the Fund attributable to Micro Money Fund SP and has different arrangement on management fees, investment objectives and redemption conditions.

Participating Shares confer the following rights on shareholders of each class of shares:

• (i) as to voting: holders of Participating Shares have no right to vote. No other class of shares carry voting right.

• (ii) as to income: It is expected that a dividend will be paid in respect of each Class A share on a quarterly basis, which will be in such amount as may be recommended by the Manager. It is not envisaged that any dividend will be paid in respect of Class B shares or Class C shares. The investment return of Class B shares and Class C shares shall only come from growth of the net asset value of each class of shares. Funds of Class A, Class B and Class C shares will form one pool of funds which will be invested into the underlying products. Class A shares enjoy a fixed rate of return to be paid in a form of dividend payment at a rate of 6% per annum, while the investment returns for holders of Class B shares and Class C shares will tie to the performances of the underlying investments. Whilst the return for holders of Class B shares will tie to the performance of the underlying investments, Class B shares are also responsible for covering the investment return, fees and expenses attributable to Class A shares. The return for Class C shares, however, will solely depend on the performance of the underlying investments. The three classes of shares are structured to meet the different risk appetite and expected return of different clients.

• (iii) as to redemption: holders of Participating Shares have the right to redeem their Participating Shares on the terms set out in the relevant subscription agreements. Holders of Class A, Class B and Class C shares may fully or partially redeem their Participating Shares, subject to payment of a redemption fee. A redemption fee of (a) 5% of the initial investment amount will be charged on the redemption of any Class A share which has been in issue for less than 6 months; and (b) 3% of the initial investment amount will be charged on the redemption of any Class A share which has been in issue for less than 12 months. A redemption fee of 5% of the initial investment amount will be charged on the redemption of any Class B share or Class C share which has been in issue for less than 12 months. No redemption fee will be charged on redemption of any shares which has been issued for over 12 months.

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LETTER FROM THE BOARD

Investment amount

The investment amount of the Share Subscription Agreement is US$3.0 million (HK$23.3 million) and will be paid to Micro Money Fund SP’s account by no later than 5:00 pm (Hong Kong time) on the Business Day before the relevant subscription day. The total investment amount of US$3.0 million (HK$23.3 million) will be paid out of HuaGe’s internal cash reserves.

Management of the investment

The investment team of the Fund regularly analyzes the debt and equity securities markets, and also conducts company visits and inspections in order to deepen the understanding of the operation and management philosophies of the potential investment companies. The investment committee of the Manager will oversee the investment philosophy and strategies, daily trading operations and will also assess and monitor investment and operational risks. Regular committee meetings of the Manager will be held to analyze the financial trends and the prospects of various industries from a macro perspective, and to analyze different information and data to provide professional advice such as strategic recommendations and asset ratio distribution recommendations.

To the best knowledge of the Company, the investment team of the Fund applies big data analysis and AI techniques to find optimal candidates from a vast array of structured notes linked to underlying assets which are primarily blue chip stocks with a market value of more than US$200 billion (HK$1,550 billion) and securities in the US stock markets, sectors and industry ETFs; and then builds investment portfolio according to global macro trends, combining results of fundamental and technical analysis. Such structured notes are identified based on a combined assessments of the following: (i) industry dispersion, with a focus on stocks with good fundamentals and relatively low risks (such as ETFs); (ii) gradient division of risks, covering stocks with different risk levels to disperse risks; (iii) time and funds dispersion, where the amount of each note is limited to between US$500,000 (HK$3,875,000) and US$700,000 (HK$5,425,000) and the timing of investment is based on AI indications; and (iv) the use of AI technology to predict and limit risk exposure. The Fund deploys strict risk management with options, short selling and other hedging strategies to reduce volatility in the value of the investments/net asset value of the Fund in order to achieve superior risk-adjusted return.

There is no guaranteed return for the investment in the Fund. The expected return is based on the growth of net asset value of the Fund and the expected annualized rate of return is approximately 10%, calculated with reference to the average projected rate of return of the potential pool of structured notes to be selected by the investment team of the Manager. The pool of structured notes are derivative products in a form of call and put options relating to bonds and stocks of companies with large market capitalization and are primarily blue chip stocks in diversified industry sectors. The offerors of such structured notes offer a range of coupon rates averaging above 10%, and the issuance of such structured notes is applied to hedge the offerors’ own positions in the underlying stocks. The downside risk for subscribers

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LETTER FROM THE BOARD

to the structured notes is when the respective underlying stocks fall below 25% to 40% of their respective market prices within short time space; otherwise, the subscribers would ordinarily receive the said coupon rate. In view of the downside risk, which would only happen under extreme market conditions, the Manager will adopt risk control measures and utilize option derivatives to hedge such risk.

The net asset value of Class C shares will be calculated as at the valuation point on each valuation day. The valuation day is the business day immediately preceding each redemption day and/or such other day the directors of the Fund may determine. For the purposes of determining the net asset value of the Fund, a separate accounting record has been established in the books of the Fund in respect of each class of shares. An amount equal to the proceeds of issue of each participating share will be credited to the record for the relevant class of shares. Any redemption or distribution will be accounted for out of the record of the relevant class of shares. Hence, all fees and expenses attributable to Class C shares shall be allocated to the record of Class C shares. HuaGe can issue redemption notice to redeem its Participating Shares anytime as it considers appropriate. A redemption fee of 5% of the redemption price will be charged upon redemption of its Class C shares that are in issue for less than 12 months. No redemption fee will be charged for redemption of Class C shares that are issued for more than 12 months. The net asset value per share of each class of shares will then be calculated by dividing the net asset value of that series by the number of participating shares of such series in issue. It is not envisaged that any dividend will be paid in respect of Class C shares but this does not preclude the directors of the Fund from declaring a dividend at any time in the future if they consider it appropriate to do so. The investment return of Class C shares shall come from growth of the net asset value of each class of shares. HuaGe may redeem Class C shares anytime as it considers appropriate and the return depends on the difference between the redemption price and the subscription price per Participating Share. The redemption price of a Participating Share will be equal to the net asset value per share of the relevant series as at the valuation day immediately preceding the relevant redemption day. The redemption proceeds will be equal to the redemption price multiplied by the number of Class C shares that HuaGe holds.

The Fund is a segregated portfolio company incorporated in the Cayman Islands with limited liability. Under Cayman Islands law, funds incorporated in Cayman Islands are not required to hold any license. Though the Fund is not a licensed fund, the Company believes it has sufficient legal safeguards on its investment under the Share Subscription Agreement due to the following reasons: (i) HuaGe entered into the Share Subscription Agreement with the Fund and the provisions in the agreement explicitly defined the obligations and rights of HuaGe and the Fund, respectively, which contractual terms are the primary source of protection for Huage; (ii) the Manager, as the manager of the Fund, is a company incorporated in Hong Kong under the Companies Ordinance with limited liability and is licensed to conduct Type 4 (advising on securities) and Type 9 (asset management) regulated activities issued by the Securities and Futures Commission in Hong Kong. Therefore, the governance and the operation of the transactions underlying the Share Subscription Agreement are regulated by the Hong Kong securities law.

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LETTER FROM THE BOARD

Withdrawal

HuaGe’s investment in Micro Money Fund SP cannot be withdrawn except by way of redemption of Shares in accordance with the terms of the private placement memorandum relating to the Fund and the articles of association of the Fund and the redemption proceeds paid on the redemption of Shares will be paid into the account from which HuaGe’s subscription monies were received unless the Fund agrees otherwise.

Subscription fee

The subscription fee is up to 2.0% of the subscription amount and is included in the subscription monies. Subscription monies must be received in cleared funds in the Micro Money Fund SP’s account by no later than 5:00 pm (Hong Kong time) on the Business Day before the relevant subscription day.

Redemption fee

A redemption fee of 5 per cent of the redemption price will be charged on the redemption of any Class C Share which has been in issue for less than 12 months. No redemption fee will be charged for redemption of Class C shares that are issued for more than 12 months.

INVESTMENT RISKS OF THE TRANSACTIONS

Availability of investment strategies . The success of the investment strategies of the Portfolio and the Fund depends on the ability of the Manager to identify overvalued and undervalued investment opportunities and to exploit price discrepancies in the financial markets, as well as to assess the import of news and events that may affect the financial markets. Identification and exploitation of the investment opportunities to be pursued involves a high degree of uncertainty. No assurance can be given that the Manager will be able to locate suitable investment opportunities in which to deploy all of the assets of the Portfolio and the Fund or to exploit discrepancies in the securities and derivatives markets. Market factors including a reduction in market liquidity or the pricing inefficiency of the markets in which the assets of the Portfolio and the Fund are invested, may reduce the scope for the investment opportunities for the Portfolio and the Fund.

Concentration of investments . The assets of the Portfolio and the Fund may at any time be heavily concentrated in a limited number of positions. In attempting to maximise returns, the holdings of the Portfolio and the Fund may be concentrated in those countries, sectors, markets, asset classes, instruments or issuers which, in the judgment of the Manager, provide the best profit opportunity in view of the investment objective. Such concentration increases the risk of an investment in the Portfolio and the Fund by increasing the relative impact of changes in the market, economic or political environment affecting particular countries, sectors, markets and issuers. The Portfolio and the Fund could be subject to significant losses if it holds a large position in a particular investment that declines in value or is otherwise adversely affected (including as a result of default by the issuer).

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LETTER FROM THE BOARD

General economic and market conditions . The success of the Portfolio and the Fund is affected by general economic and market conditions, such as interest rates, availability of credit, inflation rates, economic uncertainty, changes in laws, trade barriers, currency exchange controls and national and international political circumstances. These factors may affect the level and volatility of securities prices and the liquidity of the investments of the Portfolio and the Fund. Volatility or illiquidity could impair the profitability of the Portfolio and the Fund or result in losses.

Other investment risks include governmental intervention, global market exposure, market disruptions, liquidity etc.

In consideration of the above potential risks, the Company requested the Manager, and the Manager agreed to adopt, the following risk management measures:

• (i) establish a risk control committee to monitor the status of positions on a daily basis. Such risk control committee is led by Mr. Chung Kai Chiu and Ms. Leung Hiu Yan. The risk control committee is supported by three functional teams: (i) investment advisors, whose duties are conducting research, providing investment advice, implementing orders and maintaining compliance with the investment protocol set out by the Manager; (ii) investment managers, whose duties are formulating investment strategies and investment spectrum; and (iii) investment committee, whose duties are evaluating investment advice proposed by the investment advisers, supervising investment execution of investment managers, and assessing and approving investment proposals. The risk control procedures are applied thoroughly from investment research to investment execution, ensuring risks of the investment activities of the Manager under the Discretionary Account Agreements are monitored, managed and controlled. Weekly meeting will be held to conduct research, analysis and review on investment activities of the Manager, to conduct risk control throughout the whole process and to stop profit or loss at the appropriate time;

• (ii) the underlying assets will be blue chip stocks with a market value of more than US$200 billion (HK$1,550 billion) and securities in the US stock markets, sectors and industry ETFs;

• (iii) the Portfolio will be diversified in different industry sectors, investment time, and investment funds to reduce the volatility of the Portfolio; and

• (iv) cooperate with major investment banks to reduce the credit risk of business partners.

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LETTER FROM THE BOARD

REASONS FOR AND BENEFITS OF THE ENTERING INTO OF THE DISCRETIONARY ACCOUNT AGREEMENTS AND THE SHARE SUBSCRIPTION AGREEMENT

The Company’s financing activities in Hong Kong has been generating offshore capital for the Group. In line with the Company’s treasury policy, the Company has the option of placing idle funds into fixed term time deposits or similar form of wealth accrual instruments. For a long period of time, the Company has been utilizing its onshore idle funds to subscribe for wealth management products through Internet banking from commercial banks in order to earn interests. To enhance its income for the presently unutilized offshore assets, HuaGe entered into the Discretionary Account Agreements with the Manager. In accordance with the Discretionary Account Agreements, HuaGe has the flexibility of withdrawal at its request. These features enable the HuaGe to generate steady income from its cash surplus while at the same time, maintain its liquidity position.

The Company has sufficient cash and made several investments in low-risk wealth management products, such as its subscriptions of wealth management products issued by Sun Life Hong Kong Limited and China Merchants Bank. The Company intends to diversify its portfolio and risk allocation into certain medium risk wealth management products. Instead of investing in relevant wealth management products and other bonds or funds directly, the Company has been in search for and has contacted certain professional asset management institutions in Hong Kong, and during such process, the Company came into contract with the Manager via business referral. The Manager is licensed to conduct Type 4 (advising on securities) and Type 9 (asset management) regulated activities issued by the Securities and Futures Commission in Hong Kong and it has an investment team with professional expertise and abundant investment experience. In addition, the Company is satisfied with the current return on the investment of US$60.0 million (HK$465.0 million) under the Discretionary Account Agreement I.

In addition, the Manager is specialized in providing securities and asset management services. To the understanding of the Company, the Manager has solid practical investment experience in the Asia-Pacific region and its investment management team has both localized and international investment background. The Manager has been granted Type 4 and Type 9 licenses for regulated activities issued by the Securities and Futures Commission in Hong Kong to carry on asset management and advising on securities, with CE number BIB570. It has been in service since 2018 to provide tailor-made investment management services/investment consulting services for the needs of high-net-worth clients. The investment portfolio is managed by experienced investment managers, following the strict requirements of investment guidelines which strive for favorable return on investments. For details of such investment guidelines, please refer to “The Discretionary Account Agreement II – Management of the investments” and “Share Subscription Agreement – Management of the investments” above.

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LETTER FROM THE BOARD

The activities conducted by the Manager is regulated by the Hong Kong Securities and Futures Commission. The Manager also has strict internal control measures to ensure that its conduct of regulated activities comply with the requirements of the Securities and Futures Commission and to ensure compliance with the requirements of the Securities and Futures Ordinance and the Code of Conduct for Fund Managers.

The Manager has an investment team with professional expertise and abundant investment experience, including Mr. Chung Kai Chiu and Ms. Leung Hiu Yan, who are the lead members of the investment team and the primary persons in charge of the investment of HuaGe under the Discretionary Account Agreements.

Mr. Chung Kai Chiu , the director and responsible officer of the Manager, has over thirty years of professional investment experience at prestigious investment institutions. Mr. Chung has been a director and responsible officer of the Manager since December 2017. He served as a senior investment manager at Royal Trust Asia Ltd. (formally known as Dow Finance Ltd.) from 1981 to 1989. He was the assistant to chairman of the Lolliman Group from 1989 to 1991. He was the founding director of Capital Union Inc. from 1992 to 1996. From 1996 to December 2015, Mr. Chung worked at Capella Pacific Ltd. as an executive director, where he managed the direct investment fund of the company and provided tailor-made advice to corporate clients. He also served as the responsible officer of SPDB Asset Management Ltd. from August 2005 to November 2017. Mr. Chung holds SFC Type 4 (advising on securities) and Type 9 (asset management) licenses. Mr. Chung received his MBA from Illinois State University in the United States in 1981.

Mr. Chung has more than 15 years of experience of being a responsible officer carrying SFC Type 4 (advising on securities) and Type 9 (asset management) licenses, and is primarily responsible for managing investment portfolios of the Manager, formulating investment strategies and structuring investment products, and overseeing the operations of the Manager to ensure its activities are in compliance with the SFC requirements.

Ms. Leung Hiu Yan is a responsible officer of the Manager. She served several positions at Creative Asset Management Limited from May 2010 to December 2011, including assistant fund manager, fund manager, representative and responsible officer. She served as the executive director of the Manager from May 2016 to July 2017 and was a responsible officer and senior fund manager of the Manager from June 2016 to June 2018. From July 2018 to December 2018, she worked at Wansom Asset Management (Hong Kong) Limited as the responsible officer. She rejoined the Manager in April 2019 as a responsible officer. Ms. Leung is a responsible officer carrying SFC Type 4 (advising on securities) and Type 9 (asset management) licenses. She received her bachelor’s degree in business administration and finance from Keele University in the United Kingdom in 2007 and received her master’s degree in marketing and strategy from Warwick Business School, University of Warwick in the United Kingdom in 2008.

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LETTER FROM THE BOARD

Ms. Leung has 10 years of working experience in the asset management sector, with comprehensive understanding and knowledge of front office and back office operations in asset management firms, overseeing daily business operations, investment function and advisory and research functions of the Manager. She has 8 years of working experience in portfolio management for professional investors, with experience in fund management, overseas fund setup and establishment of funds, operation procedures formulation and liaison with fund administrator and fund custodians. She also has experience in providing investment advisory services, conducting market research on securities and private equity investment opportunities.

Based on the Company’s understanding, the Manager offers a global perspective and creates value through research and creates excess returns for clients through active management and investment. The Manager strictly implements its systematic and rigorous investment decision-making process, supplemented by risk management tools to match clients’ risks appetites. The Manager provides diversified products (including but not limited to securities investment funds and industrial funds, discretionary portfolio management services, fund management services and investment advisory services, etc.) to meet the investment needs of different clients.

As of August 31, 2020, HuaGe has utilized approximately US$56 million (HK$434 million) under the Discretionary Account Agreement I. The net asset value of the investment increased to US$61.554 million (HK$477.04 million), representing a net increase of US$1.554 million (HK$12.04 million), achieving an annualized increase of 5.55%. The Company is satisfied with the return on its investment under the Discretionary Account Agreement I. Therefore, the Company continues to entrust upon the Manager and entered into the Discretionary Account Agreement II.

The Directors believe that the strength and capabilities of the Manager will continue to bring favorable returns to HuaGe.

The Directors consider that the Discretionary Account Agreements and the Share Subscription Agreement were entered into on normal commercial terms, and the terms of the Discretionary Account Agreements and the Share Subscription Agreement are fair and reasonable and in the interests of the Company and its shareholders as a whole.

As stated above, as part of the Company’s treasury policy, the Company has been placing its unutilized offshore funds on wealth management products and continues to invest in various funds in order to enhance its income level. The entering into of the Discretionary Account Agreements and the Share Subscription Agreement represent further means for the Company to deploy its internal resources in return for other types of passive income. The Directors are of the view that its principal business remain to be the operation of live social video platforms, mobile and online games, advertising and other services. However, so long as the Company has unutilized offshore funds, it will continue to explore opportunities for various types of investments, including but not limited to, transactions similar to the ones contemplated in this circular.

– 16 –

LETTER FROM THE BOARD

Although the Company has sufficient cash reserves and idle funds, the Company decides to deploy leverage provided by banks under the Discretionary Account Agreement II due to the following reasons: (i) the Company is a high quality client for banks due to its abundant cash reserves and good financial performance. Banks that are identified by the Manager as custodians are willing to provide leverage to the Company, which in turn proves the Company’s sound financial position; (ii) the expected annualized interest rate of such leverage is between 1.0% and 1.5%, which is far less than the expected annualized return rate of the investment of approximately 10%. Hence, the expected investment return could cover financial cost incurred by the leverage. Meanwhile, utilizing leverage can expand the investment principal and further expand the profit margin of the investment. Accordingly, the Company believes that this is in line with the reason of entering into the Discretionary Account Agreements and the Share Subscription Agreement. The Company believes the investment is fair and reasonable, and in the interest of the Company and its shareholders as a whole.

INFORMATION ABOUT THE PARTIES

The Company

The Company is principally engaged in the operation of live social video platforms, advertising and other services in the PRC.

The Manager

The Manager is a company incorporated in Hong Kong with limited liability and is licensed to conduct Types 4 (advising on securities) and 9 (asset management) regulated activities by the Securities and Futures Commission in Hong Kong.

The ultimate beneficial owner(s) of the Manager is Mr. Li Zhi. To the best of the Directors’ knowledge, information and belief, having made all reasonable enquiries, the Manager and its ultimate beneficial owners are third parties independent of the Company and the connected persons of the Company. There is no relationship between the Manager and Mr. Li Zhi and the Company and its connected person.

The Fund

The Fund is a segregated portfolio company incorporated in the Cayman Islands with limited liability. Under Cayman Islands law, funds incorporated in Cayman Islands are not required to hold any license. The Fund is not a licensed fund, however, as stated above, the Manager as manager of the Fund is a company incorporated in Hong Kong under the Companies Ordinance with limited liability and is licensed to conduct Type 4 (advising on securities) and Type 9 (asset management) regulated activities issued by the Securities and Futures Commission in Hong Kong.

The Manager, who is the manager of the Fund, is also currently providing discretionary services to HuaGe. Therefore, the Company is familiar with the expertise and investment experience of the Manager and the Company believes that it is a prudent decision to invest in the Fund managed by the Manager.

– 17 –

LETTER FROM THE BOARD

The Fund procures investors through private introduction by its shareholders and existing clients. Investors of the Fund are limited to “professional investors” pursuant to the SFO.

The ultimate beneficial owner(s) of the Fund is Mr. Li Zhi. To the best of the Directors’ knowledge, information and belief, having made all reasonable enquiries, the Fund and its ultimate beneficial owners are third parties independent of the Company and the connected persons of the Company.

LISTING RULES IMPLICATIONS

During the 12-month period preceding the date of the Discretionary Account Agreement II and the date of the Share Subscription Agreement, HuaGe has entered into the Discretionary Account Agreement I. Since (i) the Discretionary Account Agreement I and the Discretionary Account Agreement II were entered into between the same parties, (ii) the manager of the Fund in the Share Subscription Agreement is identical to the Manager of the Discretionary Account Agreement I and the Discretionary Account Agreement II, and (iii) the three agreements are expected to complete within a 12-month period of each other, the Directors consider that the Discretionary Account Agreement I, the Discretionary Account Agreement II and the Share Subscription Agreement shall be aggregated as a series of transactions under the Rule 14.22 of the Listing Rules.

As one of the applicable percentage ratios (as defined under the Listing Rules) of the respective investment amounts under the Discretionary Account Agreement I, the Discretionary Account Agreement II and the Share Subscription Agreement, in aggregate, exceeds 25% but is less than 100%, entering into of the Discretionary Account Agreements and the Share Subscription Agreement constitutes a major Transactions for the Company which is subject to notification, announcement and shareholders’ approval requirements under Chapter 14 of the Listing Rules.

To the best of the knowledge, information and belief of the Directors, after having made all reasonable enquiries, no Shareholder has a material interest in the Discretionary Account Agreements or the Share Subscription Agreement. As such, no Shareholder is required to abstain from voting in respect of the resolution approving the Discretionary Account Agreements and the Share Subscription Agreement.

CLOSURE OF REGISTER OF MEMBERS

The register of members of the Company will be closed from November 19, 2020 to November 24, 2020, both days inclusive, in order to determine the Shareholders’ entitlements to attend and vote at the EGM. In order to be eligible for attending and voting at the EGM, all transfer 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 November 18, 2020.

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LETTER FROM THE BOARD

EGM

A notice convening the EGM is set out on pages 29 to 30 of this circular, which contains an ordinary resolution to approve the Discretionary Account Agreements and the Share Subscription Agreement and the transactions contemplated as set out in this circular.

A form of proxy for use at the EGM is enclosed with this circular. Whether or not you are able to attend the EGM, you are requested to complete the accompanying 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 and in any event not less than 48 hours before the time appointed for holding of the EGM (i.e. before 2:00 p.m. on November 22, 2020) or any adjournment thereof.

Completion and return of the form of proxy will not prevent you from attending and voting in person at the EGM and at any adjournment thereof if you so wish and, in such event, the form of proxy shall be deemed to be revoked.

VOTING BY POLL

The resolution set out in the notice of the EGM would be decided by poll in accordance with the Listing Rules and the Articles of Association. The Chairman will explain the detailed procedures for conducting a poll at the commencement of the EGM.

On a poll, every Shareholder present in person (or, in the case of a Shareholder being a corporation, by its duly authorised representative) or by proxy shall have one vote for every fully paid Share held. A Shareholder present in person (or, in the case of a Shareholder being a corporation, by its duly authorised representative) or by proxy who is entitled to more than one vote need not use all his/its votes or cast all his/its votes in the same way.

After the conclusion of the EGM, the poll results will be published on the website of the Stock Exchange at www.hkexnews.hk and the website of the Company at www.tiange.com.

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.

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LETTER FROM THE BOARD

RECOMMENDATION

After taking into account the reasons for and benefits of the Transactions, the Directors are of the view that the terms of the Discretionary Account Agreements and the Share Subscription Agreement are fair and reasonable, on normal commercial terms and in the interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend the Shareholders to vote in favor of the ordinary resolution to approve the Transactions.

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

– 20 –

FINANCIAL INFORMATION OF THE GROUP

APPENDIX I

FINANCIAL INFORMATION OF THE GROUP

Details of the financial information of the Group for each of the year ended December 31, 2017, 2018 and 2019 are disclosed in the annual reports of the Company for the years ended December 31, 2017, 2018 and 2019 respectively. Together with the relevant notes thereto are disclosed in the following documents which have been published and are available on the website of the Stock Exchange (www.hkex.com.hk) and the website of the Company (http://www.tiange.com).

The 2017 annual report of the Company for the year ended December 31, 2017 published on April 25, 2018 (pages 100 to 236), available on https://www1.hkexnews.hk/listedco/listconews/sehk/2018/0425/ltn201804251041.pdf;

The 2018 annual report of the Company for the year ended December 31, 2018 published on April 25, 2019 (pages 113 to 264), available on https://www1.hkexnews.hk/listedco/listconews/sehk/2019/0425/ltn20190425557.pdf;

The 2019 annual report of the Company for the year ended December 31, 2019 published on April 27, 2020 (pages 124 to 280), available on https://www1.hkexnews.hk/listedco/listconews/sehk/2020/0427/2020042700625.pdf.

The 2020 interim report of the Company for the six months ended June 30, 2020 published on September 21, 2020 (pages 34 to 80), available on https://www1.hkexnews.hk/listedco/listconews/sehk/2020/0921/2020092100329.pdf.

INDEBTEDNESS

As at the close of business on August 31, 2020, the Group had a total bank and other borrowings of approximately US$18 million (HK$139.5 million), comprising secured bank loans US$18 million.

As at August 31, 2020, all of the Group’s secured borrowings were secured by the Group’s investments in financial assets.

Save as aforesaid and apart from intra-group liabilities and normal trade payables in the ordinary course of the business, as at the close of business on August 31, 2020, the Group did not have other outstanding mortgages, charges, debentures or other loan capital issued and outstanding and authorised or otherwise created but unissued, bank overdrafts or loans, other similar indebtedness, finance lease or hire purchase commitments, liabilities under acceptance or acceptance credits, guarantees or other material contingent liabilities.

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FINANCIAL INFORMATION OF THE GROUP

APPENDIX I

WORKING CAPITAL

The Directors are of the opinion that, after taking into account of the Group’s internal resources, cash flow from operations and also the effect of the Transactions, the Group will have sufficient working capital to satisfy its present requirements, that is, for at least the next 12 months from the date of this circular in the absence of unforeseen circumstances.

FINANCIAL AND TRADING PROSPECTS OF THE GROUP

The Company is principally engaged in the operation of live social video platforms, mobile and online games, advertising and other services in the PRC. During the first half of 2020, due to the outbreak of the COVID-19 all over the world, the macro-economy and various industries have been impacted with varying degrees of severity and the global economy has experienced a certain degree of decline. Meanwhile, the fierce competition and strict supervision in the mobile Internet industry in the PRC continued to pose challenges to the business development of Tian Ge. However, on the other hand, the quarantine measures during the epidemic resulted in the rise of “Stay-at-Home Economic”, which contributed new user traffic to the Internet industry. The application of emerging technologies such as 5G has also brought development opportunities to the live streaming industry. Looking forward, the Group plans to expand its overseas business by replicating and promoting the successful domestic business models to overseas markets, including live streaming, short videos, social interactive products together with several real estate investments in Southeast area. The Group will continue to seek new breakthroughs and opportunities to enhance its core competitiveness, consolidate its leading position in the market, strengthen the liquidity of its products and push the Company into a new stage of development, in order to create sustainable profit returns for Shareholders.

The management will closely monitor changes in the macro-economy and the mobile Internet industry. In addition, the Group will closely monitor the performance of its business to seize any opportunity that may arise out of the emerging 5G technology in order to maximize Shareholders’ value.

FINANCIAL EFFECTS OF THE TRANSACTIONS ON THE EARNINGS, ASSETS AND LIABILITIES OF THE GROUP

The Transactions will be measured with fair value at the end of reporting period. As the return would only be calculated based on the actual yield of the underlying investment portfolio upon the expiration of the investment, no dividend would be declared to the Group.

Under the Discretionary Account Agreement II, the total investment amount will be paid out of HuaGe’s internal cash reserves and leverage provided by banks that are identified by the Manager as custodians of the investment funds. The Company is provided with leverage facilities of up to 1:1 of its internal cash reserve contribution. However, the Company has decided to limit its exposure to leverage and adopt a 7:3 internal policy for the purpose of the Discretionary Account Agreement II. Therefore, off the total investment amount of US$87.0

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FINANCIAL INFORMATION OF THE GROUP

APPENDIX I

million (HK$674.3 million) under the Discretionary Account Agreement II, approximately US$60.9 million (HK$472.0 million) will be paid out of HuaGe’s internal cash reserves and will be recorded as financial assets of the Group. Approximately US$26.1 million (HK$202.3 million) is expected to be generated from leverage provided by banks and hence will be accounted as liabilities of the Group. The leverage is rolling credit loans provided by banks that are appointed by the Manager as custodians of the investment funds, which require settlement once a week with an annualized interest rate of between 1.0% and 1.5%.

Pursuant to the Transactions, approximately US$60.9 million (HK$472.0 million) will be paid out of the Group’s cash reserves and be accounted as the Group’s financial assets. Approximately US$26.1 million (HK$202.3 million) will be generated from leverage provided by banks, which will cause an increase in total liabilities of the Group; and since such amount will constitute part of the investment amount under the Transactions, it will also be recorded as the Group’s financial assets, causing an increase in the Group’s total assets by approximately US$26.1 million (HK$202.3 million).

Since the total assets of the Group will increase by approximately US$26.1 million (HK$202.3 million) and the total liabilities of the Group will also increase by the same amount, the net assets of the Group will remain unchanged.

The financial effect of the Transactions on earnings/losses of the Group will depend on the level of the actual investment return.

– 23 –

GENERAL INFORMATION

APPENDIX II

DIRECTORS’ AND CHIEF EXECUTIVE’S INTERESTS AND SHORT POSITIONS IN SHARES, UNDERLYING SHARES AND DEBENTURES

As of Latest Practicable Date, the interests or short positions of the Directors or chief executive of the Company in the shares, underlying shares and debentures of the Company or its associated corporations (within the meaning of Part XV of the SFO) required to be notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interest or short positions which they were taken or deemed to have under such provisions of the SFO), or which would be required, pursuant to section 352 of the SFO, to be entered in the register referred to therein, or which would be required to be notified to the Company and the Stock Exchange pursuant to The Model Code For Securities Transactions by Directors of Listed Issuers (the “ Mode Code ”) are as follows:

Interests in ordinary shares of the Company:

			Approximate
			percentage of
			shareholding
			as at Latest
Name of Director/		Number of	Practicable
chief executive	Nature of interests	shares held	Date
Mr. Fu Zhengjun (“Mr. Fu”)	Founder of a discretionary	312,695,000	24.45%
	trust (Note 1)
	Beneficial owner	200,000	0.02%
Mr. Zhao Weiwen	Beneficial owner	1,009,000	0.08%

Note:

1. UBS Trustees (B.V.I.) Limited, the trustee of Mr. Fu’s Trust (as defined below), holds the entire issued share capital of Three-Body Holdings Ltd through its nominee, UBS Nominee Limited. Three-Body Holdings Ltd holds the entire issued share capital of Blueberry Worldwide Holdings Limited. Blueberry Worldwide Holdings Limited in turn holds 312,695,000 shares in our Company. Mr. Fu’s trust (“ Mr. Fu’s Trust ”) is a discretionary trust established by Mr. Fu (as the settlor) and the discretionary beneficiaries of which are Mr. Fu and his family members. Accordingly, each of Mr. Fu, UBS Trustees (B.V.I.) Limited, Three-Body Holdings Ltd and Blueberry Worldwide Holdings Limited is deemed to be interested in the 312,695,000 shares held by Blueberry Worldwide Holdings Limited.

– 24 –

GENERAL INFORMATION

APPENDIX II

Interests in underlying shares of the Company:

					Approximate
			Number of		percentage of
			shares		shareholding
			represented		as at Latest
Name of Director/	Position held within		by options	Exercise	Practicable
chief executive	our Group	Nature	or RSUs	price	Date
				(US$)
Mr. Mai Shi’en	Executive Director,	RSUs	4,050,000	Nil	0.32%
	chief operating officer and	(Note 1)
	acting chief financial officer
Ms. Yu Bin	Independent non-executive	Options	200,000	0.35	0.02%
	Director	(Note 2)
Mr. Chan Wing Yuen,	Independent non-executive	Options	200,000	0.35	0.02%
Hubert	Director	(Note 2)
Mr. Zhao Weiwen	Chief executive officer	RSUs	96,203	Nil	0.01%
		(Note 3)
		Options	100,000	0.35	0.01%
		(Note 4)

Notes:

1. Mr. Mai Shi’en is interested in 405,000 Pre-IPO RSUs granted to him on May 22, 2014 under the Pre-IPO RSU Scheme entitling him to receive 4,050,000 shares.

2. Ms. Yu Bin and Mr. Chan Wing Yuen, Hubert are each interested in 20,000 Pre-IPO options granted to each of them on May 22, 2014 under the Pre-IPO Share Option Scheme entitling each of them to receive 200,000 shares.

3. Mr. Zhao Weiwen is interested in 50,852 and 45,351 RSUs granted to him on April 20, 2015 and on April 1, 2016, respectively, under the Post-IPO RSU Scheme entitling him to receive 96,203 shares.

4. Mr. Zhao Weiwen is interested in 100,000 options granted to him on May 22, 2014 under the Pre-IPO Share Option Scheme entitling him to receive 100,000 shares.

Save as disclosed above, as at Latest Practicable Date, none of the Directors or chief executives of the Company had or was deemed to have any interests or short positions in the shares, underlying shares or debentures of the Company or its associated corporations (within the meaning of Part XV of the SFO) which were required to be notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests and short positions which they were taken or deemed to have under such provisions of the SFO), or which were required to be recorded in the register to be kept by the Company pursuant to section 352 of the SFO, or which were required, pursuant to the Model Code, to be notified to the Company and the Stock Exchange.

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GENERAL INFORMATION

APPENDIX II

SUBSTANTIAL SHAREHOLDERS’ INTERESTS AND SHORT POSITIONS IN SHARES AND UNDERLYING SHARES

As at Latest Practicable Date, within the knowledge of the Directors or chief executive of the Company, the following persons (other than the Directors or chief executive of the Company) had an interest or a short position in the shares or underlying shares of the Company which would be required to be disclosed to the Company under Divisions 2 and 3 of Part XV of the SFO or as recorded in the register required to be kept by the Company pursuant to Section 336 of the SFO:

			Approximate
			percentage of
		Number of	interest as at
		Shares or	Latest Practicable
Name of Shareholders	Nature of interests	securities held	Date
UBS Trustees (B.V.I.) Limited	Trustee (Note 1)	312,695,000	24.45%
Three-Body Holdings Ltd	Interest in Controlled	312,695,000	24.45%
	Corporation (Note 1)
Blueberry Worldwide Holdings	Beneficial Owner	312,695,000	24.45%
Limited	(Note 1)
Sina Hong Kong Limited	Beneficial Owner	300,000,000	23.46%
Ho Chi Sing	Interest in Controlled	110,000,000	8.60%
	Corporation (Note 2)
Zhou Quan	Interest in Controlled	110,000,000	8.60%
	Corporation (Note 2)
IDG-Accel China Growth Fund	Interest in Controlled	110,000,000	8.60%
GP II Associates Ltd.	Corporation (Note 2)
IDG-Accel China Growth Fund	Interest in Controlled	102,146,200	7.99%
II Associates L.P.	Corporation (Note 2)
IDG-Accel China Growth Fund	Beneficial Owner	102,146,200	7.99%
II L.P.	(Note 2)

Notes:

(i) UBS Trustees (B.V.I.) Limited, the trustee of Mr. Fu’s Trust holds the entire issued share capital of Blueberry Worldwide Holdings Limited through Three-Body Holdings Ltd. Blueberry Worldwide Holdings Limited hold 312,695,000 shares in our Company. Mr. Fu’s Trust is a discretionary trust established by Mr. Fu (as the settlor) and the discretionary beneficiaries of which are Mr. Fu and his family members. Accordingly, each of Mr. Fu, UBS Trustees (B.V.I.) Limited, Three-Body Holdings Ltd and Blueberry Worldwide Holdings Limited is deemed to be interested in the 312,695,000 shares held by Blueberry Worldwide Holdings Limited.

– 26 –

GENERAL INFORMATION

APPENDIX II

• (ii) IDG-Accel China Growth Fund II L.P. is wholly owned by IDG-Accel China Growth Fund II Associates L.P., which is in turn wholly owned by IDG-Accel China Growth Fund GP II Associates Ltd. Accordingly, each of IDG-Accel China Growth Fund II L.P., IDG-Accel China Growth Fund II Associates L.P. and IDG-Accel China Growth Fund GP II Associates Ltd. is deemed to be interested in the 102,146,200 shares held by IDG-Accel China Growth Fund II L.P.. Separately, IDG-Accel China Investors II L.P. is wholly owned by IDG-Accel China Growth Fund GP II Associates Ltd., therefore IDG-Accel China Growth Fund GP II Associates Ltd. is deemed to be interested in the shares held by IDG-Accel Growth Investors II L.P.

Each of Ho Chi Sing and Zhou Quan holds 50% of the issued share capital of IDG-Accel China Growth Fund GP II Associates Ltd., therefore both Ho Chi Sing and Zhou Quan are deemed to be interested in the 110,000,000 shares which IDG-Accel China Growth Fund GP II Associates Ltd. is interested in total.

Save as disclosed above, as at Latest Practicable Date, the Directors and the chief executive of the Company are not aware of any other person (other than the Directors or chief executive of the Company) who had an interest or short position in the shares or underlying shares of the Company which would be required to be disclosed to the Company under Divisions 2 and 3 of Part XV of the SFO, or as recorded in the register required to be kept by the Company pursuant to section 336 of the SFO.

DIRECTORS’ SERVICE CONTRACTS

As at the Latest Practicable Date, none of the Directors had any existing or proposed service contracts with any member of the Group or any associated company of the Company (excluding contracts expiring or determinable within one year without payment of compensation, other than statutory compensation).

COMPETING BUSINESS INTEREST OF DIRECTORS

As at the Latest Practicable Date, none of the Directors or their respective close associates was interested in any business which competes or is likely to compete, either directly or indirectly, with the business of the Group as required to be disclosed pursuant to the Listing Rules.

MATERIAL ADVERSE CHANGE

As at the Latest Practicable Date, the Directors were not aware of any material adverse change in the financial or trading position of the Group since December 31, 2019, being the date to which the latest published audited financial statements of the Group were made up.

LITIGATION

So far as the Company is aware, as at the Latest Practicable Date, no member of the Group was engaged in any litigation or arbitration of material importance and there is no litigation or claim of material importance known to the Directors pending or threatened by or against any member of the Group.

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GENERAL INFORMATION

APPENDIX II

DOCUMENTS AVAILABLE FOR INSPECTION

Copies of the following documents will be available for inspection at the Company’s principal place of business in Hong Kong at 31/F, Tower Two, Times Square, 1 Matheson Street, Causeway Bay, Hong Kong during normal business hours on any weekday, excluding public holidays, from the date of this circular up to and including the date of the EGM:

• (a) the memorandum and articles of association of the Company;

• (b) the Discretionary Account Agreements and the Share Subscription Agreement;

• (c) audited accounts of the Company for the year ended December 31, 2018 and 2019; and

• (d) this circular.

– 28 –

NOTICE OF EXTRAORDINARY GENERAL MEETING

==> picture [164 x 38] 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 EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT the an extraordinary general meeting (the “ EGM ”) of Tian Ge Interactive Holdings Limited (the “ Company ”) will be held at 12A, Intime City Tower E, Gongshu District, Hangzhou, Zhejiang, PRC on Tuesday, November 24, 2020 at 2:00 p.m. to consider and, if thought fit, approve, with or without modifications, the following resolution as an ordinary resolution:

ORDINARY RESOLUTION

“THAT:

• (a) the entering into and performance of the Discretionary Account Agreement I dated March 2, 2020, the Discretionary Account Agreement II dated September 3, 2020 and the Share Subscription Agreement dated September 3, 2020 and the transactions contemplated thereunder be and is hereby approved, ratified and confirmed; and

• (b) any one director of the Company be and is hereby authorised to do all such acts and things and execute all such documents which he/she may consider necessary, desirable or expedient for the purpose of, or in connection with, the implementation of and giving effect to the Discretionary Account Agreements and the Share Subscription Agreement and the transactions contemplated thereunder.”

By order of the Board Tian Ge Interactive Holdings Limited Fu Zhengjun Chairman

Hong Kong, October 29, 2020

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NOTICE OF EXTRAORDINARY GENERAL MEETING

Registered office: Headquarter: Principal place of business in Hong Kong: Grand Pavilion Room 322 31/F, Tower Two Hibiscus Way East Tower Building 1 Times Square 802 West Bay Road No. 17-1 Chuxin Road 1 Matheson Street P.O. Box 31119 Gongshu District Causeway Bay KY1-1205 Hangzhou, PRC Hong Kong Cayman Islands

Notes:

• (i) The resolutions at the EGM will be taken by poll pursuant to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “ Listing Rules ”) and the results of the poll will be published on the websites of The Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”) and the Company in accordance with the Listing Rules.

• (ii) Any member of the Company entitled to attend and vote at the EGM 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.

• (iii) 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.

• (iv) 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 Company’s share registrar in Hong Kong, 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 EGM (i.e. before 2:00 p.m. on November 22, 2020) 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 EGM and, in such event, the instrument appointing a proxy shall be deemed to be revoked.

• (v) Pursuant to Rule 13.39(4) of the Listing Rules, voting for the resolution set out in the notice of the EGM 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.

• (vi) For determining the right to attend and vote at the EGM to be held on November 24, 2020, the register of members of the Company will be closed from November 19, 2020 to November 24, 2020 (both days inclusive), during which period no transfer of shares will be registered. In order to qualify for attending and voting at the EGM, 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 November 18, 2020.

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