TIANGE (01980) has announced the formation of an independent board committee, composed entirely of independent non-executive directors—namely Mr. Xie Minglin, Mr. Wang Mingchun, and Mr. Lin Yiwen. The committee will provide guidance to the company's independent shareholders regarding a partial offer.

Non-executive director Ms. Cao Fei, who concurrently serves as the Chief Financial Officer of Weibo Corporation, is not considered independent for the purpose of committee membership. This is due to the fact that both Weibo Corporation and the offeror are controlled by Sina Corporation. Ms. Cao has accordingly disclosed her interest to the board.

Red Sun Capital Limited, a licensed corporation authorized under the Securities and Futures Ordinance to conduct Type 1 (dealing in securities) and Type 6 (advising on corporate finance) regulated activities, has been appointed as the independent financial advisor. It will advise the independent board committee and independent shareholders on the partial offer, specifically on whether the terms are fair and reasonable and whether the offer should be accepted.

This appointment has been approved by the independent board committee in accordance with Rule 2.1 of the Takeovers Code.