Tian Ge (01980.HK): Applies for Waiver from Minimum Public Float Requirement, Aims to Restore Compliance Within Five Months

NewTimeSpace News: Tian Ge Interactive Holdings Limited (01980.HK) announced that the company’s public float has changed following a recent takeover offer and now falls below the minimum requirement stipulated in the SEHK Listing Rules.

Based on the results of the takeover offer and the clarified shareholding structure, the offeror and its concert parties hold an aggregate of approximately 79.15% of the company’s shares. In contrast, public shareholders (including 500,000 shares held by the trustee nominee under the 2024 Share Plan) hold a total of approximately 231.2 million shares, accounting for about 20.85% of the company’s total issued share capital. As the company’s market capitalization is below HK$10 billion, it fails to satisfy the 25% minimum public float requirement or the relevant alternative thresholds set out in the Listing Rules.

Accordingly, the company has applied to the SEHK for a waiver from strict compliance with the public float provisions under the Listing Rules upon the close of the takeover offer. The waiver period will run for five months from 8 January 2026 to 8 June 2026.

To restore the required public float as soon as practicable, the company plans to take the following measures:

1）Placing of new shares: Issue and place new shares pursuant to the general mandate granted to the directors at the Annual General Meeting of Shareholders;

2）Implementation of share awards: Grant award shares to eligible employees and service providers in accordance with the 2024 Share Plan;

3）Engagement with major shareholders: Ascertain whether major shareholders intend to reduce their shareholdings to assist the company in restoring the public float.

The company stated that it is taking appropriate measures to restore the required minimum public float as soon as reasonably practicable and expects to complete the process on or before 8 June 2026.

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