TIANGE (01980) announced that Xinshow Limited, the nominee of the trustee for the 2024 Share Scheme, holds 500,000 shares. These 500,000 shares are intended to fulfill unvested share awards granted to an employee of the Group under the 2024 Share Scheme. The Company hereby clarifies that, according to Note 2 to Rule 8.24 of the Listing Rules, these 500,000 shares should be regarded as shares held by public shareholders.

As disclosed in the closing announcement, by the close of the offer, the offeror had received valid acceptances for a total of 121 million offer shares under the offer, representing approximately 10.92% of the Company's entire issued share capital as of the closing announcement date. Subject to the due registration of the transfers for the validly accepted offer shares by the share registrar, and as shown in the Company's shareholding structure detailed above, public shareholders (as defined in the Listing Rules) collectively hold 231 million shares (representing approximately 20.85% of the Company's total issued share capital).

Given the aforementioned circumstances, and considering that the Company's market capitalization is below HK$1 billion, it fails to meet the 25% minimum public float requirement set out in Rule 13.32B(1) of the Listing Rules or the alternative threshold requirements under Rule 13.32B(2). Following the close of the offer, the Company has applied to the Stock Exchange for a waiver from strict compliance with the public float requirement under Rule 13.33(1) of the Listing Rules. The waiver period is for five months, commencing on January 8, 2026 (the closing date) and ending on June 8, 2026.

As of the date of this announcement, the Company intends to restore the public float of its shares through measures including, but not limited to: (i) placing new shares to be issued pursuant to the general mandate granted to the Directors at the annual general meeting held on June 20, 2025 (or a general mandate to be granted to the Directors at an upcoming annual general meeting of the Company, depending on the timing of the placement's completion); and (ii) granting awards to certain employee participants and/or service providers under the 2024 Share Scheme adopted by the Company on June 28, 2024, subject to compliance with the plan rules and the requirements and various limits stipulated under Chapter 17 of the Listing Rules. The Company may also communicate with its substantial shareholders to ascertain their interest in reducing their shareholdings, thereby assisting the Company in fulfilling its obligation to maintain the public float.