Tian Ge Interactive : AMENDMENTS TO THE POST-IPO RSU SCHEME

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Tian Ge Interactive Holdings Limited ˂ᓀʝਗછٰϞࠢʮ̡

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1980)

AMENDMENTS TO THE POST-IPO RSU SCHEME

Reference is made to the section headed "Appendix IV - Statutory and General Information - D.4. Post-IPO RSU Scheme" of the prospectus (the "Prospectus") of Tian Ge Interactive Holdings Limited (the "Company") dated 25 June 2014 in relation to the adoption of the Post-IPO RSU Scheme (the "RSU Scheme"), of which a summary of the principal terms has been disclosed in the Prospectus. The RSU Scheme is not subject to the provisions of Chapter 17 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Listing Rules") as the RSU Scheme does not involve the grant of options by the Company to subscribe for new Shares. Unless otherwise defined herein, capitalized terms used in this announcement shall have the same meanings as those defined in the Prospectus.

AMENDMENTS TO THE RSU SCHEME

Pursuant to the rules of the RSU Scheme, the board of Directors (the "Board") may amend the RSU Scheme in any respect provided that such amendment shall not, among others, affect any subsisting rights of any grantee.

In order to recruit and retain talents for the continual operation and development of the Group and to provide additional incentives for them to achieve performance goals, on 30 March 2021 (the "Effective Date"), the Board resolved to amend the following terms of the RSU Scheme rules to the following effect:

• (1) aside from the grant of restricted share units to eligible participants of the RSU Scheme, the Company is further authorised to (i) transfer to the Trustee the necessary funds and instruct the Trustee to acquire Shares through on-market transactions at the prevailing market price as award Shares (the "Award Shares"), and (ii) grant such Award Shares to eligible participants of the RSU Scheme. The Company shall not instruct the Trustee to acquire Shares through on-market transactions at the prevailing market price, where such action (as applicable) is prohibited under the Listing Rules, the SFO or other applicable laws from time to time;

• (2) the maximum number of Award Shares that may be granted under the RSU Scheme shall not exceed 5.0% of the total number of issued Shares (the "Award Share Limited") as at the Effective Date; and

(3) there shall be no grant of Award Shares:

• (a) in any circumstances where the requisite approval from applicable regulatory authorities (if any) has not been granted;

• (b) in any circumstances that any member of the Group will be required under the applicable securities laws, rules or regulations to issue a prospectus or other offer documents in respect of the RSU Scheme, unless the Board determines otherwise;

• (c) the grant would result in breach of the Award Share Limit or other rules of the RSU Scheme; or

• (d) in any circumstances after a price sensitive event has occurred or a price sensitive matter has been the subject of a decision until such price sensitive information has been announced by the Company in accordance with the requirements of the Listing Rules.

(4) extend the scheme period of the RSU Scheme to 10 years commencing on the Effective Date.

TIMING OF GRANT OF AWARD SHARES

No Award Shares shall be granted to any eligible participants and no directions or recommendation shall be given to the Trustee with respect to a grant of an Award Share under the RSU Scheme:

• (a) where any Director is in possession of unpublished inside information (as defined in the SFO) in relation to the Company or where dealings by Directors are prohibited under any code or requirement of the Listing Rules or any applicable laws, rules or regulations;

• (b) during the period of 60 days immediately preceding the publication date of the annual results or, if shorter, the period from the end of the relevant financial year up to the publication date of the results of the Company; and

• (c) during the period of 30 days immediately preceding the publication date of the half-year results or, if shorter, the period from the end of the relevant half-year period up to the publication date of the results of the Company.

In respect of the administration of the RSU Scheme, the Company shall comply with all applicable disclosure regulations including those imposed by the Listing Rules.

APPOINTMENT OF THE TRUSTEE

The Core Trust Company Limited has been appointed by the Company as the trustee of the Award Shares (the "Trustee"). To the best knowledge, information and belief of the Directors after making all reasonable enquiries, the Trustee and its ultimate beneficial owners are third parties independent of the Company and its connected persons.

The Trustee is not an associate of a connected person under Rule 14A.12(1)(b) because the RSU Scheme is a share award scheme established for a wide scope of participants being the selected participants under the RSU Scheme and the connected persons' aggregate interests in the RSU Scheme are less than 30% as of the date of this announcement.

The Trustee will become a core connected person of the Company as defined under Rule 1.01 of the Listing Rule if the number of the Award Shares held by the Trustee for the benefit of the connected persons of the Company equals to or exceeds 30% of the aggregate number of the Award Shares held by the Trustee, and those Award Shares will not be counted in the public float of the Company in such circumstances. The Company will take appropriate measures to ensure at least 25% of the Company's total issued Shares are held by the public Shareholders from time to time. The Company will comply with the relevant provisions under Chapter 14A of the Listing Rules where appropriate.

VESTING OF AWARD SHARES

For the purposes of vesting of the Award Shares, the Board may either:

(a) direct and procure the Trustee to release from the trust the Award Shares to the selected participants by transferring the number of Award Shares to the selected participants in such manner as determined by them from time to time; or

(b) to the extent that, at the determination of the Board, it is not practicable for the selected participant to receive the Award Shares in the form of Shares due to legal or regulatory restrictions with respect to such individual's ability to receive the Award Shares in the form of Shares or the Trustee's ability to give effect to any such transfer to such individual, the Board will direct and procure the Trustee to sell, by on-market transactions at the prevailing market price, the number of Award Shares so vested in respect of the selected participant and pay the selected participant the actual selling price of such Award Shares in cash arising from such sale based on the number of Award Shares.

ASSIGNMENT OF AWARD SHARES

Any Award Shares granted under the RSU Scheme but not yet vested shall be personal to the selected participant and cannot be assigned or transferred and no selected participant shall in any way sell, transfer, charge, mortgage, encumber or create any interest in favour of any other person over or in relation to any such Award Shares, or enter into any agreement to do so.

VOTING RIGHTS

Neither the selected participant nor the Trustee may exercise any of the voting rights in respect of any Award Shares that have not yet vested.

DIVIDEND

A selected participant shall have no right to any dividend of the Shares subject to the Award Shares that is granted to him or her and that has not vested, all of which shall be retained by the Trustee for the benefit of the RSU Scheme.

By order of the Board

Tian Ge Interactive Holdings Limited

Fu Zhengjun

Chairman

Hong Kong, 30 March 2021

As of the date of this announcement, the executive Directors are Mr. Fu Zhengjun and Mr. Mai Shi'en; the non-executive Directors are Mr. Xiong Xiangdong and Ms. Cao Fei; and the independent non-executive Directors are Mr. Lam Yiu Por, Mr. Yang Wenbin and Mr. Chan Wing Yuen Hubert.