Tian Ge Interactive : DISCLOSEABLE TRANSACTION - SUBSCRIPTION OF WEALTH MANAGEMENT PRODUCT

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

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)

DISCLOSEABLE TRANSACTION

SUBSCRIPTION OF WEALTH MANAGEMENT PRODUCT

SUBSCRIPTION OF CHINA LIFE WEALTH MANAGEMENT PRODUCT

The Board announces that on 31 March 2021, HuaGe, a wholly-owned subsidiary of the Company, subscribed for wealth management product offered by China Life Insurance (Overseas) Company Limited, namely, the China Life Wealth Management Product, in an aggregate subscription amount of USD9,650,001.72.

LISTING RULES IMPLICATIONS

As the highest applicable percentage ratio (as defined under the Listing Rules) in respect of the Subscription exceeds 5% but is less than 25%, the Subscription constitutes a discloseable transaction under the Listing Rules and is subject to reporting and announcement requirements under Chapter 14 of the Listing Rules.

SUBSCRIPTION OF CHINA LIFE WEALTH MANAGEMENT PRODUCT

The Board announces that on 31 March 2021, HuaGe subscribed for wealth management product offered by China Life Insurance (Overseas) Company Limited, namely the China Life Wealth Management Product.

Principal terms of the China Life Wealth Management Product are set out below:

Date of subscription	31 March 2021
Name of the wealth	(C370) MyHarvest Wealth Planner (USD)
management product
Total actual subscription amount	USD9,650,001.72
Total notional subscription amount	USD10,399,922
	Note that HuaGe received a discount on the subscription
	amount as an additional incentive from China Life Insurance
	(Overseas) Company Limited.

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Subscription period	Expire after 96 years of the date of Subscription.
Investment portfolio	The amount of subscription fund will be managed by
	China Life Insurance (Overseas) Company Limited at its
	discretion, and distributed to HuaGe through guaranteed
	returns and non-guaranteed returns.
Expected investment return	The China Life Wealth Management Product is offered
	by an insurance company and the savings element is more
	prominent than the insurance element. The policy serves
	to primarily satisfy the saving needs of HuaGe and the
	investment returns consist of guaranteed returns and non-
	guaranteed returns.
	If HuaGe surrenders during the first year of Subscription
	to the fifth year of Subscription, it will only receive
	a guaranteed cash, which is less than HuaGe's actual
	subscription amount. The China Life Wealth Management
	Product will start to generate guaranteed positive returns
	from the sixth year of Subscription. At the end of the sixth
	year, the guaranteed benefit will be USD10,004,724, which
	will in turn generate investment return of USD354,722.28.
	At the end of the tenth year, the guaranteed benefit will
	be USD11,075,916. At the end of the fifteenth year, the
	guaranteed benefit will be USD11,767,824. At the end
	of the twentieth year, the guaranteed benefit will be
	USD12,502,890.
	The non-guaranteed returns (if any) are paid in the form of
	terminal dividends, depending on the performance of the
	investment portfolio. The China Life Wealth Management
	Product will start to distribute terminal dividends from the
	third year of Subscription.
Surrender	HuaGe may surrender the China Life Wealth Management
	Product in full or in part at any time.
Loan	Upon written request by HuaGe, China Life Insurance
	(Overseas) Company Limited will loan an amount up to a
	specified percentage of the guaranteed cash value, subject
	to the administration rules as determined by China Life
	Insurance (Overseas) Company Limited from time to time.

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REASONS FOR AND BENEFITS OF SUBSCRIBING FOR THE CHINA LIFE WEALTH MANAGEMENT PRODUCT

The Company's operations have generated significant capital reserves. In line with the Company's treasury policy, the Company has the option of placing such 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 idle funds to subscribe for wealth management product through Internet banking from commercial banks in order to earn interests. Having considered that the China Life Wealth Management Product has low investment risk and is highly flexible in terms of withdrawal and loan, which offers leverage to the Subscription, the Board considers that placement of idle funds into such product was on normal commercial terms, in the ordinary course of the Company's business 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 operating of live social video platforms and other services in the PRC. HuaGe is a wholly-owned subsidiary of the Company and is engaged in the investment and investment management business.

China Life Insurance (Overseas) Company Limited

China Life Insurance (Overseas) Company Limited is a company incorporated in Hong Kong with limited liability which principally engaged in insurance business in Hong Kong. Its ultimate beneficiary owner is China Life Insurance (Group) Company, which is a company incorporated in the PRC whose principal business is insurance business. To the best of their knowledge, information and belief and having made all reasonable enquiries, the Directors confirm that China Life Insurance (Overseas) Company Limited and its ultimate beneficial owner(s) are third parties independent of the Group and its connected persons.

LISTING RULES IMPLICATIONS

As the highest applicable percentage ratio (as defined under the Listing Rules) in respect of the Subscription exceeds 5% but is less than 25%, the Subscription constitutes a discloseable transaction under the Listing Rules and is subject to reporting and announcement requirements under Chapter 14 of the Listing Rules.

DEFINITIONS

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

"Board"	the board of Directors
"China Life Wealth	the wealth management product offered by China Life Insurance
Management Product"	(Overseas) Company Limited

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"Company"Tian Ge Interactive Holdings Limited, a company incorporated in the Cayman Islands with limited liability and the issued shares of which are listed on the Main Board of the Stock Exchange

"Director(s)"

"HuaGe"

"Hong Kong"

"Listing Rules"

"PRC"

"Shareholder(s)"

"Stock Exchange"

"Subscription"

"USD"

"%"

Hong Kong, 31 March 2021

the director(s) of the Company

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

the Hong Kong Special Administrative Region of the PRC

the Rules Governing the Listing of Securities on the Stock Exchange

the People's Republic of China, and for the purpose of this announcement, excluding Hong Kong, Macau and Taiwan

holder(s) of the Share(s)

The Stock Exchange of Hong Kong Limited

the subscription of the China Life Wealth Management Product in an aggregate amount of USD9,650,001.72

US dollars, the lawful currency of the United States of America

per cent

By order of the Board

Tian Ge Interactive Holdings Limited

Fu Zhengjun

Chairman

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.

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