Adtiger Corporations : GENERAL MANDATES TO ISSUE SHARES AND REPURCHASE SHARES; RE-ELECTION OF RETIRING DIRECTORS; AND NOTICE OF ANNUAL GENERAL MEETING

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your licensed securities dealer or registered institution in securities, bank manager, solicitor, professional accountant or other professional advisers.

If you have sold or transferred all your shares in ADTIGER CORPORATIONS LIMITED, you should at once hand this circular and the accompanying form of proxy to the purchaser or transferee or to the bank, licensed securities dealer, registered institution in securities or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, 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 circular.

ADTIGER CORPORATIONS LIMITED

虎視傳媒有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1163)

GENERAL MANDATES TO ISSUE SHARES AND

REPURCHASE SHARES;

RE-ELECTION OF RETIRING DIRECTORS;

AND

NOTICE OF ANNUAL GENERAL MEETING

Capitalised terms used in the lower portion of the cover and the first page of this circular shall have the same respective meanings as those defined in the section headed "DEFINITIONS" of this circular.

A notice convening the 2021 AGM to be held at Room 1004-1005, Tower 5, Laiguangying Chengying Centre, Chaoyang District, Beijing, the PRC on Friday, 11 June 2021 at 10:00 a.m. is set out on pages 25 to 30 of this circular. A form of proxy for use in connection with the 2021 AGM is enclosed with this circular. If you are not able to attend the 2021 AGM in person but wish to exercise your right as a Shareholder, you are requested to complete and sign the enclosed form of proxy in accordance with the instructions printed thereon and return the completed form of proxy to the Company's Hong Kong Branch Share Registrar, Boardroom Share Registrars (HK) Limited at Room 2103B, 21/F., 148 Electric Road, North Point, Hong Kong, as soon as possible and in any event, not later than 48 hours before the time appointed for holding the 2021 AGM or its adjournment (as the case may be) (excluding any public holiday in Hong Kong). Completion and return of the form of proxy will not preclude you from attending and voting in person at the 2021 AGM or its adjournment should you so wish. If you attend and vote in person at the 2021 AGM, the authority of your proxy will be revoked.

This circular will remain on the website of the Stock Exchange at www.hkexnews.hk and the Company's website at www.adtiger.hk.

PRECAUTIONARY MEASURES FOR THE 2021 AGM

Please refer to the notice of 2021 AGM for measures being taken to try to prevent and control the spread of the COVID-19 at the 2021 AGM, including:

. compulsory body temperature checks

. wearing of a face mask for each attendee

. no drinks, refreshments or souvenirs will be provided

28 April 2021

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

PRECAUTIONARY MEASURES FOR THE 2021 AGM

DUE TO THE CONSTANTLY EVOLVING COVID-19 PANDEMIC SITUATION, THE COMPANY MAY BE REQUIRED TO CHANGE THE 2021 AGM ARRANGEMENTS AT SHORT NOTICE. SHAREHOLDERS SHOULD CHECK THE WEBSITES OF THE COMPANY AND THE STOCK EXCHANGE FOR FUTURE ANNOUNCEMENTS AND UPDATES ON THE 2021 AGM ARRANGEMENTS.

The holding of the 2021 AGM in order to comply with the Listing Rules and the Articles of Association could potentially create a significant risk in terms of the spread of the COVID-19 pandemic because of large crowds coming together.

To reduce the risk of spreading the COVID-19 pandemic and for the health and safety of the attendees of the 2021 AGM, the Company wishes to remind the Shareholders and their proxies as follows:

No attendance

Those individual Shareholders who have any symptoms of an upper respiratory system disease or are under any quarantine requirements are advised not to attend the 2021 AGM in person.

Not later than 48 hours before the time of the 2021 AGM

1. For the health and safety of the Shareholders, the Company would like to encourage the Shareholders to exercise their right to vote at the 2021 AGM by appointing the Chairman as their proxy instead of attending the 2021 AGM in person. Completion and return of the proxy form will not preclude the Shareholders from attending and voting in person at the 2021 AGM or any adjournment thereof should they subsequently so wish. Shareholders may appoint the Chairman to attend and vote on their behalf by completing and depositing the forms of proxy enclosed with this circular with the Company's Hong Kong Branch Share Registrar, whose address is stated below:

Boardroom Share Registrars (HK) Limited 2103B, 21/F.

148 Electric Road North Point, Hong Kong

1. Shareholders may send their questions in connection with the proposed resolutions stated in the notice convening the 2021 AGM by post to Ms. Lam Shi Ping, joint company secretary of the Company at Boardroom Corporate Services (HK) Limited, 31/F, 148 Electric Road, North Point, Hong Kong and by email to www.adtiger.hk. If considered appropriate by the Directors at their absolute discretion, the questions will be answered firstly by the Chairman or other Directors present thereat on the floor and then answered in writing to the Shareholders concerned.

At the venue of the 2021 AGM

1. The Company will take the body temperature of the intended attendees and refuse entry of those with a temperature of 37.8 degree Celsius or above.
2. Attendees are requested to observe good personal hygiene at all times at the 2021 AGM venue and alcohol rubs or hand sanitiser will be provided for use.
3. Attendees must wear face-masks throughout the 2021 AGM and sit at a distance from other attendees and those not wearing face-masks may be denied entry to the 2021 AGM venue. Please note that no masks will be provided at the 2021 AGM venue and attendees should bring and wear their own masks.
4. No drinks, refreshments or souvenirs will be provided.
5. Attendees who do not comply with the precautionary measures (i) to (iii) above or been found to have the symptom(s) of an upper respiratory system disease or be obeying a quarantine order may be denied entry to the 2021 AGM venue at the absolute discretion of the Company as permitted by law.

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CONTENTS
	Page
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Issue Mandate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Repurchase Mandate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Extension of Issue Mandate to Issue Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Re-election of retiring Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
2021 AGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
Voting by poll . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
Responsibility Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
General . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10
APPENDIX I - BIOGRAPHICAL DETAILS OF RETIRING
DIRECTORS PROPOSED FOR RE-ELECTION . . . . . . . . . . .	11
APPENDIX II - EXPLANATORY STATEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . .	19
NOTICE OF ANNUAL GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	25

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DEFINITIONS

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

"2021 AGM"	the AGM to be held at Room 1004-1005, Tower 5,
	Laiguangying Chengying Centre, Chaoyang District,
	Beijing, the PRC on Friday, 11 June 2021 at 10:00 a.m.
"AGM"	the annual general meeting of the Company
"Articles" or "Articles of	the articles of association of the Company (as amended
Association"	from time to time), adopted on 22 June 2020
"Audit Committee"	the audit committee of the Board
"Beijing AdTiger"	Beijing AdTiger Media Co., Limited, a company
	incorporated in the PRC with limited liability and an
	indirect wholly-owned subsidiary of the Company
"Board"	the board of Directors
"BVI"	the British Virgin Islands
"close associate(s)"	has the meaning ascribed thereto under the Listing Rules
"Chairman"	the chairman of the Board
"Company"	ADTIGER CORPORATIONS LIMITED, a company
	incorporated in the Cayman Islands as an exempted
	company with limited liability, the Shares of which are
	listed and traded on the Main Board of the Stock Exchange
	on the Listing Date
"Companies Ordinance"	the Companies Ordinance (Chapter 622 of the Laws of
	Hong Kong), as amended, supplemented or otherwise
	modified from time to time
"Controlling Shareholders"	Ms. Chang, Fetech, Rowtel, Ms. Li, Hera and Westel
"core connected person(s)"	has the meaning ascribed thereto under the Listing Rules
"COVID-19"	the novel coronavirus
"Director(s)"	the director(s) of the Company

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	DEFINITIONS
"Fetech"	Fetech Media Limited, a company incorporated in the BVI
	with limited liability on 29 October 2018, one of the
	Controlling Shareholders
"Founders"	Ms. Chang and Ms. Li
"Group"	the Company and its subsidiaries
"Hera"	Hera Bridge Media Limited, a company incorporated in the
	BVI with limited liability on 29 October 2018, one of the
	Controlling Shareholders
"HK$"	Hong Kong dollars, the lawful currency of Hong Kong
"Hong Kong"	the Hong Kong Special Administrative Region of the
	People's Republic of China
"HongKong AdTiger"	HongKong AdTiger Media Co., Limited, a company
	incorporated in Hong Kong with limited liability and an
	indirect wholly-owned subsidiary of the Company
"Hong Kong Branch Share	Boardroom Share Registrars (HK) Limited, the Company's
Registrar"	Hong Kong branch share registrar and transfer office
"INED(s)"	the independent non-executive Director(s)
"Issue Mandate"	the general and unconditional mandate proposed to be
	granted at the 2021 AGM to the Directors to allot, issue
	and deal with additional Shares during the relevant period
	not exceeding 20% of the aggregate number of the issued
	Shares as at the date of passing the resolution granting such
	mandate
"Latest Practicable Date"	21 April 2021, being the latest practicable date prior to the
	printing of this circular for the purpose of ascertaining
	certain information contained in this circular
"Listing Date"	10 July 2020, the date on which the Shares were listed on
	the Main Board of the Stock Exchange
"Listing Rules"	the Rules Governing the Listing of Securities on the Stock
	Exchange, as amended, supplemented or otherwise
	modified from time to time

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	DEFINITIONS
"Main Board"	the stock exchange (excluding the option market) operated
	by the Stock Exchange which is independent from and
	operates in parallel with GEM of the Stock Exchange
"Ms. Chang"	Ms. Chang Sufang (常素芳), an executive Director, one of
	the Founders and Controlling Shareholders
"Ms. Li"	Ms. Li Hui (李慧), an executive Director, one of the
	Founders and Controlling Shareholders
"Mr. Hsia"	Mr. Hsia Timothy Chunhon, the non-executive Director and
	a substantial Shareholder
"Nomination Committee"	the nomination committee of the Board
"PRC"	The People's Republic of China
"Remuneration Committee"	the remuneration committee of the Board
"Repurchase Mandate"	the general and unconditional mandate proposed to be
	granted at the 2021 AGM to the Directors to repurchase
	Shares during the relevant period not exceeding 10% of the
	aggregate number of the issued Shares as at the date of
	passing the resolution granting such mandate
"Rowtel"	Rowtel Technology Limited, a company incorporated in the
	BVI with limited liability on 27 December 2018, one of the
	Controlling Shareholders
"SFC"	the Securities and Futures Commission in Hong Kong
"SFO"	the Securities and Futures Ordinance (Chapter 571 of the
	Laws of Hong Kong) as amended, supplemented or
	otherwise modified from time to time
"Share(s)"	ordinary share(s) in the share capital of the Company,
	currently of nominal value US$0.0005 each
"Shareholder(s)"	the holder(s) of the Share(s)
"Stock Exchange"	The Stock Exchange of Hong Kong Limited
"subsidiary(ies)"	has the meaning ascribed thereto under the Listing Rules

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	DEFINITIONS
"substantial shareholder(s)"	has the meaning ascribed thereto under the Listing Rules
"Taschh"	Taschh Limited, a company incorporated in Hong Kong
	with limited liability on 22 May 2015, a substantial
	shareholder
"Tiequan LLC"	Tiequan LLC, a company incorporated in the Cook Islands
	with limited liability on 25 May 2015, a substantial
	shareholder
"Tiequan Trust"	a trust established in the Cook Islands with Mr. Hsia as the
	sole beneficiary and the trustee of which is Southpac Trust
	International, Inc. is appointed on 25 May 2015, a
	substantial shareholder
"Takeovers Code"	the Codes on Takeovers and Mergers and Share Buybacks
	of Hong Kong approved by the SFC as amended,
	supplemented or otherwise modified from time to time
"Westel"	Westel Technology Limited, a company incorporated in the
	BVI with limited liability on 27 December 2018, one of the
	Controlling Shareholders
"Year"	the year ended 31 December 2020
"%"	per cent

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LETTER FROM THE BOARD

ADTIGER CORPORATIONS LIMITED

虎視傳媒有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1163)

Executive Directors:	Registered Office:
Ms. Chang Sufang (Chairman and	4th Floor, Harbour Place
Chief Executive Officer)	103 South Church Street
Ms. Li Hui	George Town
	P.O. Box 10240
Non-Executive Director:	Grand Cayman KY1-1002
Mr. Hsia Timothy Chunhon	Cayman Islands
Independent Non-Executive Directors:	Head Office and Principal
Mr. Yao Yaping	Place of Business in the PRC:
Mr. Chan Foon	Room 1004-1005, Tower 5
Mr. Zhang Yaoliang	Laiguangying Chengying Centre
	Chaoyang District, Beijing, the PRC
	Principal Place of Business
	in Hong Kong:
	31/F., 148 Electric Road
	North Point, Hong Kong
	28 April 2021
To the Shareholders
Dear Sir or Madam,

GENERAL MANDATES TO ISSUE SHARES AND

REPURCHASE SHARES;

RE-ELECTION OF RETIRING DIRECTORS;

AND

NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

The Directors will propose at the 2021 AGM resolutions for, among other matters, (i) the

grant of the Issue Mandate and the Repurchase Mandate; (ii) the extension of the Issue Mandate to

include the Shares repurchased under the Repurchase Mandate; and (iii) the re-election of the

retiring Directors.

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LETTER FROM THE BOARD

The purpose of this circular is to give you notice of the 2021 AGM and to provide you with the information regarding the above resolutions to be proposed at the 2021 AGM to enable you to make an informed decision on whether to vote for or against those resolutions.

ISSUE MANDATE

Given that the general mandate granted to the Directors to issue Shares pursuant to the written resolutions of the then Shareholders dated 22 June 2020 will lapse at the conclusion of the 2021 AGM, an ordinary resolution will be proposed at the 2021 AGM to grant the Issue Mandate to the Directors. Based on 622,500,000 Shares in issue as at the Latest Practicable Date and assuming that there will be no change in the number of issued Shares after the Latest Practicable Date and up to the date of the 2021 AGM, the Directors will be authorised to allot, issue and deal with up to a maximum of 124,500,000 Shares, being 20% of the total number of the issued Shares as at the date of the resolution in relation thereto if the Issue Mandate is granted at the 2021 AGM. The Issue Mandate will end at the earliest of (i) the conclusion of the next AGM; (ii) the expiration of the period within which the next AGM is required to be held by the Articles of Association or any applicable laws of the Cayman Islands and Hong Kong; or (iii) the date on which such authority is revoked or varied by an ordinary resolution of the Shareholders in general meeting of the Company, whichever occurs first.

REPURCHASE MANDATE

Given that the general mandate granted to the Directors to repurchase Shares pursuant to the written resolutions of the then Shareholder dated 22 June 2020 will lapse at the conclusion of the 2021 AGM, an ordinary resolution will be proposed at the 2021 AGM to grant the Repurchase Mandate to the Directors. Subject to the passing of the proposed ordinary resolution approving the grant of the Repurchase Mandate and based on 622,500,000 Shares in issue as at the Latest Practicable Date and assuming that no further Shares will be issued or no Shares will be repurchased and cancelled after the Latest Practicable Date and up to the date of the 2021 AGM, the Company will be allowed to repurchase a maximum of 62,250,000 Shares, being 10% of the total number of the issued Shares as at the date of the resolution in relation thereto. The Repurchase Mandate will end at the earliest of (i) the conclusion of the next AGM; (ii) the expiration of the period within which the next AGM is required to be held by the Articles of Association or any applicable laws of the Cayman Islands and Hong Kong; or (iii) the date on which such authority is revoked or varied by an ordinary resolution of the Shareholders in general meeting of the Company, whichever occurs first.

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LETTER FROM THE BOARD

An explanatory statement in connection with the Repurchase Mandate is set out in Appendix

1. to this circular. The explanatory statement contains all the requisite information required under Rule 10.06(1)(b) of the Listing Rules to be given to the Shareholders to enable them to make an informed decision on whether to vote for or against the resolution approving the Repurchase Mandate.

EXTENSION OF ISSUE MANDATE TO ISSUE SHARES

Subject to the passing of the ordinary resolutions to grant the Issue Mandate and the Repurchase Mandate, an ordinary resolution will be proposed at the 2021 AGM to extend the Issue Mandate by including the number of Shares repurchased under the Repurchase Mandate.

RE-ELECTION OF RETIRING DIRECTORS

As at the Latest Practicable Date, there were two executive Directors, namely Ms. Chang and Ms. Li; a non-executive Director, Mr. Hsia; and three INEDs, namely Mr. Yao Yaping ("Mr. Yao"), Mr. Chan Foon ("Mr. Chan") and Mr. Zhang Yaoliang ("Mr. Zhang").

Article 109(a) of the Articles of Association provides that at each AGM, one-third of the Directors for the time being, or, if their number is not three or a multiple of three, then the number nearest to but not less than one-third, shall retire from office by rotation, provided that every Director (including those appointed for a specific term) shall be subject to retirement by rotation at least once every three years. A retiring Director shall be eligible for re-election.

Article 113 of the Articles of Association provides that any Director appointed by the Board to fill a casual vacancy shall hold office only until the first general meeting of the Company after his appointment and be subject to re-election at such meeting. Any Director appointed by the Board as an addition to the existing Board shall hold office only until the next following AGM and shall then be eligible for re-election.

Ms. Chang and Ms. Li were appointed on 1 February 2019, Mr. Hsia was appointed on 12 September 2019, Mr. Yao, Mr. Chan and Mr. Zhang were appointed on 22 June 2020. Accordingly, in accordance with Articles 109(a) and 113 of the Articles of Association, Ms. Chang, Ms. Li, Mr. Hsia, Mr. Yao, Mr. Chan and Mr. Zhang (the "Retiring Directors") shall retire at the 2021 AGM and, being eligible, will offer themselves for re-election at the 2021 AGM.

The Nomination Committee had assessed and reviewed each of the INEDs' written confirmation of independence based on the independence criteria as set out in Rule 3.13 of the Listing Rules and confirmed that all of them remain independent. In addition, the Nomination Committee had evaluated the performance of each of the Retiring Directors during the Year based

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LETTER FROM THE BOARD

on the nomination policy of the Company and found their performance satisfactory. The Nomination Committee also considered that each of the Retiring Directors' experience, skills and other perspectives as set out in Appendix I to this circular can bring further contributions to the Board and its diversity. Therefore, with the recommendation of the Nomination Committee, the Board has proposed that all of the Retiring Directors stand for re-election as Directors at the 2021 AGM. As a good corporate governance practice, each of the Retiring Directors abstained from voting at the relevant Board meeting on the respective propositions of their recommendations for re-election by the Shareholders at the 2021 AGM. The Board believes that the continuous appointment of the Retiring Directors contributes to the stability and diversity of the Board.

The biographical details of each of the Retiring Directors to be re-elected at the 2021 AGM are set out in Appendix I to this circular in accordance with the relevant requirements under the Listing Rules.

2021 AGM

The Company will convene the 2021 AGM at Room 1004-1005, Tower 5, Laiguangying Chengying Centre, Chaoyang District, Beijing, the PRC on Friday, 11 June 2021 at 10:00 a.m., at which the resolutions will be proposed for the purpose of considering and, if thought fit, approving, among others, (i) the grant of the Issue Mandate and the Repurchase Mandate; (ii) the extension of the Issue Mandate to include Shares repurchased under the Repurchase Mandate; and

1. the re-election of the Retiring Directors. The notice convening the 2021 AGM is set out on pages 25 to 30 of this circular.

A form of proxy for use in connection with the 2021 AGM is enclosed with this circular and can also be downloaded from the respective websites of the Stock Exchange (www.hkexnews.hk) and the Company (www.adtiger.hk). If you are not able or do not intend to attend the 2021 AGM in person and wish to exercise your right as a Shareholder, please complete and sign the enclosed form of proxy in accordance with the instructions printed thereon and return the completed form of proxy to the Company's Hong Kong Branch Share Registrar, Boardroom Share Registrars (HK) Limited at Room 2103B, 21/F., 148 Electric Road, North Point, Hong Kong as soon as possible but in any event, not later than 48 hours before the time appointed for holding the 2021 AGM or its adjournment (as the case may be). Completion and return of the form of proxy will not preclude any Shareholder from attending in person and voting at the 2021 AGM or its adjournment should he/she/it so wishes. If the Shareholder attends and votes at the 2021 AGM, the instrument appointing the proxy will be deemed to have been revoked.

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LETTER FROM THE BOARD

VOTING BY POLL

Pursuant to Rule 13.39(4) of the Listing Rules, any vote of the Shareholders at a general meeting must be taken by poll except where the chairman of the meeting, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands. Therefore, all resolutions as set out in the notice convening the 2021 AGM will be voted by poll and, after being verified by the scrutineer, the results of the poll will be published in the manner prescribed under Rule 13.39(5) of the Listing Rules.

RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief, the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.

RECOMMENDATION

The Directors consider that (i) the grant of the Issue Mandate and the Repurchase Mandate;

1. the extension of the Issue Mandate to include Shares repurchased under the Repurchase Mandate; and (iii) the re-election of the Retiring Directors as set out in the notice of the 2021 AGM are in the interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend the Shareholders to vote in favour of all the relevant resolutions to be proposed at the 2021 AGM as set out in the notice of the 2021 AGM on pages 25 to 30 of this circular.

GENERAL

Your attention is drawn to the additional information set out in the appendices to this circular.

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LETTER FROM THE BOARD

MISCELLANEOUS

The English text of this circular shall prevail over the Chinese text for the purpose of

interpretation.

Yours faithfully,

For and on behalf of the Board

ADTIGER CORPORATIONS LIMITED

Chang Sufang

Chairman, Executive Director and

Chief Executive Officer

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APPENDIX I BIOGRAPHICAL DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION

The following are the biographical details of the Directors who will retire as required by the Articles of Association and the Listing Rules and are proposed to be re-elected at the 2021 AGM.

Save as disclosed below, there is no other matter concerning the re-election of each of the following Directors that needs to be brought to the attention of the Shareholders, nor is there other information that is required to be disclosed pursuant to the requirements of the Listing Rules.

Executive Directors

Ms. Chang Sufang (常素芳)

Ms. Chang, aged 34, joined the Group since June 2015 and is one of the Founders. She was appointed as the Director on 1 February 2019 and was re-designated as executive Director on 12 September 2019. Ms. Chang is the Chairman and chief executive officer of the Company and is primarily responsible for the overall strategic planning, management and operations, and research

• development aspect of the Group. She serves as the chairperson of the Nomination Committee and a member of the Remuneration committee. Ms. Chang has approximately 11 years of working experience in advertising, marketing and technology.

Ms. Chang currently holds directorships in HongKong AdTiger and Beijing AdTiger.

Prior to starting up the Group in July 2015, from September 2009 to February 2012, she served as a sales worked in GuoDu Securities Co., Ltd. (國都證券股份有限公司), a company quoted on NEEQ (stock code: 870488). From March 2012 to October 2012, Ms. Chang worked in Lehuohang (Beijing) Technology Limited (樂活行(北京)科技有限公司) and provided marketing and sales services. From November 2012 to September 2015, Ms. Chang worked in Beijing Kingsoft Internet Security Software Co., Ltd. (北京金山安全軟件有限公司) (a wholly-owned subsidiary of Cheetah Mobile Inc., a company listed on the New York Stock Exchange (stock code: CMCM)), where she served as a business development manager in its overseas advertising department, primarily responsible for the business development with various media publishers.

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APPENDIX I BIOGRAPHICAL DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION

Ms. Chang was a director or supervisor of the following companies which were dissolved by deregistration and she confirmed that the dissolved companies were solvent immediately prior to their dissolution and had no outstanding claims or liabilities. The relevant details are as follows:

	Place of			Date of	Reason for
Company name	incorporation	Position	Status	dissolution	deregistration
Slanissue Hong Kong	Hong Kong	Director	Dissolved by	21 June 2019	No business
Limited (芝蘭玉樹			deregistration		operations
香港有限公司)
Khorgas AdTiger	PRC	Supervisor	Dissolved by	18 April 2019	No business
Information			deregistration		operations
Technology
Company Limited
(霍爾果斯虎視信息
科技有限公司)
Beijing Hu Shi Hao	PRC	Director	Dissolved by	30 April 2020	No business
Yu Culture Media			deregistration		operations
Co., Ltd.
(北京虎世浩宇文化
傳媒有限公司)

Ms. Chang obtained her bachelor's degree in international business from Guangdong University of Foreign Studies (廣東外語外貿大學) in the PRC in June 2009.

Ms. Chang has entered into a service contract with the Company for an initial term of three years commencing from the Listing Date and is subject to retirement and re-election at the 2021 AGM in accordance with the Articles of Association. Pursuant to the service contract, she is entitled to a salary of RMB100,000 per annum and a discretionary bonus. The total amount of emoluments paid to Ms. Chang for the Year was RMB779,000, which was determined by the Board by reference to her responsibilities and duties within the Company and may be adjusted upon the recommendation of the Remuneration Committee.

As at the Latest Practicable Date, Ms. Chang was interested in 360,000,000 Shares, of which 229,500,000 Shares is owned by Rowtel, a company beneficially and wholly owned by Fetech, which is in turn beneficially and wholly owned by Ms. Chang, and 130,500,000 Shares is owned by Westel, a company beneficially and wholly owned by Hera, which is in turn beneficially and

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APPENDIX I BIOGRAPHICAL DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION

wholly owned by Ms. Li. Ms. Chang and Ms. Li executed the acting-in-concert agreements on 11 May 2016, 31 May 2016 and 6 September 2019 to acknowledge and reflect the mutual understanding and intention, and to confirm that such acting in concert arrangement has been put in place and shall continue during the period as long as Ms. Chang and Ms. Li retain equity interest in the Group directly or indirectly. As such, Ms. Chang is deemed to be interested in the Shares held by Rowtel and Westel.

Ms. Li Hui (李慧)

Ms. Li, aged 34, joined the Group since July 2015 as the consultant. She was appointed as the senior vice president in July 2016 and the Director on 1 February 2019 and was re-designated as executive Director on 12 September 2019. Ms. Li is the senior vice president of the Company and is primarily responsible for overseeing the marketing, new client development and formulation of operation plans of the Group. Ms. Li has over 11 years working experience in the online marketing service sector.

Ms. Li currently holds directorships in the Beijing AdTiger and HongKong AdTiger.

Prior to joining the Group, from March 2009 to June 2014, she served as a customer service director in Beijing Jishi Interactive Online Marketing Technology Co., Ltd. (北京吉獅互動網絡營 銷技術有限公司). From July 2014 to July 2016, she served as a manager in the overseas business division in Beijing Kingsoft Internet Security Software Co., Ltd. (北京金山安全軟件有限公司) (a wholly-owned subsidiary of Cheetah Mobile Inc., a company listed on the New York Stock Exchange (stock code: CMCM)), and was responsible for customer services and optimisation of advertisements.

Ms. Li was previously a supervisor of the following companies which was dissolved by deregistration and she confirmed that it was solvent immediately prior to its dissolution and had no outstanding claims or liabilities. Details are shown in the table below.

	Place of		Date of	Reason for
Company name	establishment	Status	dissolution	deregistration
Khorgas AdTiger Information Technology	the PRC	Dissolved by	18 April 2019	No business
Company Limited (霍爾果斯虎視信息科		deregistration		operations
技有限公司)
Beijing Hu Shi Hao Yu Culture Media Co.,	the PRC	Dissolved by	30 April 2020	No business
Ltd. (北京虎世浩宇文化傳媒有限公司)		deregistration		operations

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APPENDIX I BIOGRAPHICAL DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION

Ms. Li obtained her bachelor's degree in accounting from the Hebei University of Engineering (河北工程大學) in the PRC in June 2013, which is a distance education degree.

Ms. Li has entered into a service contract with the Company for an initial term of three years commencing from the Listing Date and is subject to retirement and re-election at the 2021 AGM in accordance with the Articles of Association. Pursuant to the service contract, she is entitled to a salary of RMB100,000 per annum and a discretionary bonus. The total amount of emoluments paid to Ms. Li for the Year was RMB748,000, which was determined by the Board by reference to her responsibilities and duties within the Company and may be adjusted upon the recommendation of the Remuneration Committee.

As at the Latest Practicable Date, Ms. Li was interested in 360,000,000 Shares, of which 130,500,000 Shares is owned by Westel, a company beneficially and wholly owned by Hera, which is in turn beneficially and wholly owned by Ms. Li. 229,500,000 Shares is owned by Rowtel, a company beneficially and wholly owned by Fetech, which is in turn beneficially and wholly owned by Ms. Chang. Ms. Chang and Ms. Li executed the acting-in-concert agreements on 11 May 2016, 31 May 2016 and 6 September 2019 to acknowledge and reflect the mutual understanding and intention, and to confirm that such acting in concert arrangement has been put in place and shall continue during the period as long as Ms. Chang and Ms. Li retain equity interest in the Group directly or indirectly. As such, Ms. Li is deemed to be interested in the Shares held by Westel and Rowtel.

Non-executive Director

Mr. Hsia Timothy Chunhon

Mr. Hsia, aged 36, joined the Group since July 2019, was appointed as the non-executive Director on 12 September 2019. Mr. Hsia is responsible for providing strategic guidance for the overall development of the Group. He serves as a member of the Audit Committee. As the non-executive Director, Mr. Hsia participates in the Board meetings to make decisions on key matters of the Group. He is not involved in the day-to-day management of the Group. Mr. Hsia has over 14 years working experience in the online marketing service and system development sector.

From 2007 to 2008, Mr. Hsia served as a database administrator in Cellco Partnership (trading as Verizon Wireless). Since June 2008, he has been the chief marketing officer and founder of Tetra Communications LLC and has been responsible for the management of its business. From September 2011 to April 2012, Mr. Hsia served as the director of global marketing in Appitalism Inc.

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APPENDIX I BIOGRAPHICAL DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION

Mr. Hsia was a director of Chakrify Limited which was dissolved by deregistration by the Registrar of Companies in Hong Kong pursuant to section 751 of the Companies Ordinance. Mr. Hsia confirmed that the dissolved company below was solvent immediately prior to dissolution and had no outstanding claims or liabilities. The relevant details are as follows:-

	Place of		Date of	Reason for
Company name	incorporation	Status	dissolution	deregistration
Chakrify Limited	Hong Kong	Dissolved by	15 July 2016	No business
		deregistration		operations

Mr. Hsia obtained his bachelor of science degree in computer science from the Rutgers University in the United States of America in May 2006.

Mr. Hsia entered into a letter of appointment with the Company for an initial term of three year(s) commencing on 12 September 2019 and is subject to retirement and re-election at the 2021 AGM in accordance with the Articles of Association. Pursuant to the letter of appointment, Mr. Hsia is entitled to a remuneration fee of RMB50,000 per annum. His emolument was determined by the Board by reference to his responsibilities and duties within the Company and may be adjusted upon the recommendation of the Remuneration Committee. Mr. Hsia performed his duty as a non-executive Director of the Company during the Year, however, Mr. Hsia has waived his entitlement to receive director's fee as an non-executive Director and has agreed to continue to waive such fee upon his re-election at the AGM.

As at the Latest Practicable Date, Mr. Hsia was interested in 90,000,000 Shares, which is owned by Taschh, a company beneficially and 99.99% owned by Tiequan LLC. Tiequan LLC is in turn beneficially and wholly owned by Tiequan Trust, while Southpac Trust International, Inc. acts as the trustee of Tiequan Trust. Mr. Hsia is the sole beneficiary of Tiequan Trust. As such, Mr. Hsia is deemed to be interested in the Shares held by Taschh.

INEDs

Mr. Yao Yaping (姚亞平)

Mr. Yao, aged 39, joined the Group since 22 June 2020, was appointed as the INED on 22 June 2020, and is responsible for supervising and providing independent advice to the Board. He serves as a member of the Remuneration Committee and Nomination Committee. From February 2006 to April 2009, Mr. Yao served as a senior investment manager in The Hina Group (漢能投資 集團). From March 2010 to July 2011, he worked in Baidu Inc., a company listed on NASDAQ

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APPENDIX I BIOGRAPHICAL DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION

(stock code: BIDU) and served as a senior business development manager. From August 2011 to April 2014, he served as a vice president in Keytone Ventures (凱旋創投). From April 2014 to April 2016, Mr. Yao served as an executive director and partner in Highland Capital Partners. Since May 2016, he was part of the senior management team and supervisor in Feidian Asset Management (Tianjin) Limited (沸點資產管理(天津)有限公司).

Mr. Yao obtained his bachelor of engineering degree from the Xi'an Jiaotong University (西 安交通大學) in the PRC in July 2004, and his master's degree in business administration from the Tsinghua University (清華大學) in the PRC in July 2010. He was named as one of the Top 100 Best Start-up Investors in 2018 (2018中國最佳創業投資人TOP 100) by Forbes China.

Mr. Yao entered into a letter of appointment with the Company for an initial term of three year(s) commencing on 22 June 2020 and is subject to retirement and re-election at the 2021 AGM in accordance with the Articles of Association. Pursuant to the letter of appointment, Mr. Yao is entitled to a remuneration fee of HK$100,000 per annum. His emolument was determined by the Board by reference to his responsibilities and duties within the Company and may be adjusted upon the recommendation of the Remuneration Committee. His emolument for the year was HK$100,000, equivalent to RMB89,000.

Mr. Chan Foon (陳歡)

Mr. Chan, aged 48, joined the Group since 22 June 2020, was appointed as the INED on 22 June 2020, and is responsible for supervising and providing independent advice to our Board. He serves as the chairperson of the Audit Committee and a member of the nomination committee. From January 1998 to May 2000, Mr. Chan served as an accountant in the audit department of Deloitte Touche Tohmatsu. From October 2000 to July 2003, he served as a senior associate in the assurance and business advisory services department of PricewaterhouseCoopers. From August 2003 to April 2004, Mr. Chan served as an assistant internal auditor in Shui On Construction and Materials Limited (now known as SOCAM Development Limited), a company listed on the Stock Exchange (stock code: 983). From December 2004 to April 2007, he served as the group financial controller and company secretary in Reyoung Pharmaceutical Holdings Limited whose shares were delisted from the Singapore Exchange Securities Trading Limited ("SGX-ST") in April 2011. Since May 2007, Mr. Chan has been serving as the financial controller and joint company secretary of Li Heng Chemical Fibre Technologies Limited whose shares were delisted from the SGX-ST in February 2017. He has been an independent non-executive director of China Crystal New Material Holdings Co., Ltd., a company listed on KOSDAQ of the Korea Exchange (stock code: 900250) since July 2012 and China Supply Chain Holdings Limited (formerly known as Yat

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APPENDIX I BIOGRAPHICAL DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION

Sing Holdings Limited), a company listed on the Stock Exchange (stock code: 3708) since January 2017. Mr. Chan has also been a director in the supervisory board of Highsun Chemical Holdings B.V. and Fibrant B.V. since October 2018.

Mr. Chan obtained his bachelor of science degree in accounting from the University of Southern California in the United States of America in May 1997 and has been a certified public accountant of the Hong Kong Institute of Certified Public Accountants since July 2003.

Mr. Chan entered into a letter of appointment with the Company for an initial term of three year(s) commencing on 22 June 2020 and is subject to retirement and re-election at the 2021 AGM in accordance with the Articles of Association. Pursuant to the letter of appointment, Mr. Chan is entitled to a remuneration fee of HK$100,000 per annum. His emolument was determined by the Board by reference to his responsibilities and duties within the Company and may be adjusted upon the recommendation of the Remuneration Committee. His emolument for the Year was HK$100,000, equivalent to RMB89,000.

Mr. Zhang Yaoliang (張耀亮)

Mr. Zhang, aged 36 joined the Group since 22 June 2020, was appointed as the INED on 22 June 2020, and is responsible for supervising and providing independent advice to the Board. He serves as the chairperson of the Remuneration committee and a member of the Audit Committee. From July 2010 to December 2011, Mr. Zhang served as a consultant in International Business Machines Corporation, a company listed on New York Stock Exchange (stock code: IBM). From December 2011 to June 2012, he served as a senior research and development engineer in Baidu Inc., a company listed on NASDAQ (stock code: BIDU). From June 2012 to February 2014, he served as a senior manager in Renren Inc., a company listed on New York Stock Exchange (stock code: RENN) and was in charge of the mergers and acquisitions. From March 2014, he was the chief executive officer of Beijing Coohua Online Internet Technology Co., Ltd. (北京酷劃在線網 絡技術有限公司).

Mr. Zhang obtained his bachelor of engineering degree in mechanical engineering from Tsinghua University (清華大學) in the PRC in July 2007, and his masters of engineering degree in information technology from the Institute of Acoustics, Chinese Academy of Sciences (中國科學院 聲學研究所) in the PRC in July 2010.

Mr. Zhang entered into a letter of appointment with the Company for an initial term of three year(s) commencing on 22 June 2020 and is subject to retirement and re-election at the 2021 AGM in accordance with the Articles of Association. Pursuant to the letter of appointment, Mr. Zhang is entitled to a remuneration fee of HK$100,000 per annum. His emolument was determined by the

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APPENDIX I BIOGRAPHICAL DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION

Board by reference to his responsibilities and duties within the Company and may be adjusted upon the recommendation of the Remuneration Committee. His emolument for the Year was HK$100,000, equivalent to RMB89,000.

Save as disclosed above, each of the Retiring Directors confirms with respect to her/him that as at the Latest Practicable Date: she/he (i) had not held any directorship in the last three years in any public company, the securities of which are listed on any securities market in Hong Kong or overseas; (ii) did not hold other positions in the Company or other members of the Group; (iii) did not have any relationship with any Directors, senior management, substantial shareholder or controlling shareholder of the Company; and (iv) did not have any interests in the Shares within the meaning of Part XV of the SFO.

Save as disclosed above, each of the Retiring Directors confirms with respect to her/him that as at the Latest Practicable Date, there is no other information required to be disclosed pursuant to the requirements under Rules 13.51(2)(h) to (v) of the Listing Rules nor are there other matters concerning her/him that need to be brought to the attention of the Shareholders.

- 18 -

APPENDIX II

EXPLANATORY STATEMENT

This appendix serves as an explanatory statement, as required by Rule 10.06(1)(b) of the Listing Rules, to provide the requisite information to enable the Shareholders to make an informed decision on whether to vote for or against the resolution to be proposed at the 2021 AGM for approving the Repurchase Mandate.

The Listing Rules permit companies whose primary listing is on the Stock Exchange to repurchase their fully-paid shares on the Stock Exchange subject to certain restrictions, the most important of which are summarised below:

1. SHAREHOLDERS' APPROVAL

All proposed share repurchase on the Stock Exchange by a company with its primary listing on the Stock Exchange must be approved in advance by the shareholders by an ordinary resolution, either by way of a general mandate or by a specific approval.

2. REPURCHASE OF SECURITIES FROM CORE CONNECTED PERSONS

Under the Listing Rules, the Company is prohibited from knowingly purchasing Shares on the Stock Exchange from a core connected person.

As at the Latest Practicable Date, no core connected person of the Company has notified the Company that he/she/it has a present intention to sell any Shares to the Company or has undertaken not to sell any of the Shares held by him/her/it to the Company or its subsidiaries in the event that the Repurchase Mandate is approved by the Shareholders.

3. SHARE CAPITAL

As at the Latest Practicable Date, there were a total of 622,500,000 issued Shares. Subject to the passing of the proposed ordinary resolution for the approval of the Repurchase Mandate and assuming that there is no change in the number of the issued Shares after the Latest Practicable Date and up to the date of the 2021 AGM of passing such resolution, the Directors will be authorised to repurchase up to a maximum of 62,250,000 Shares, representing 10% of the total number of issued Shares as at the date of passing the relevant resolution. The Repurchase Mandate will end on the earliest of (i) the conclusion of the next AGM; (ii) the expiration of the period within which the next AGM is required to be held by the Articles of Association or any applicable laws of the Cayman Islands and Hong Kong; or (iii) the date on which such authority is revoked or varied by an ordinary resolution of the Shareholders at a general meeting of the Company.

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APPENDIX II

EXPLANATORY STATEMENT

4. REASONS FOR REPURCHASE

The Directors presently have no intention to repurchase any Shares but consider the Repurchase Mandate to be in the interests of the Company and the Shareholders as a whole. An exercise of the Repurchase Mandate may, depending on the market conditions and funding arrangements at the time, lead to an enhancement of the net asset value per share and/or earnings per share and will only be made when the Directors believe that a repurchase will benefit the Company and the Shareholders as a whole.

5. FUNDING OF REPURCHASE

In repurchasing securities, the Company may only apply funds legally available for such purpose in accordance with its memorandum and articles of association of the Company, the Listing Rules and the applicable laws of the Cayman Islands.

6. IMPACT ON WORKING CAPITAL OR GEARING POSITION

An exercise of the Repurchase Mandate in full would have a material adverse impact on the working capital or gearing position of the Company when compared with that as at 31 December 2020, being the date of its latest published audited consolidated financial statements. The Directors do not propose to exercise the Repurchase Mandate to such extent as would, in the circumstances, have a material adverse impact on the working capital or gearing position of the Company, which in the opinion of the Directors is from time to time appropriate for the Company.

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APPENDIX II

EXPLANATORY STATEMENT

7. SHARE PRICES

The highest and lowest prices at which the Shares had been traded on the Stock Exchange since the Listing Date and up to the Latest Practicable Date were as follows:

	Traded Price
	Per Share
Month	Highest	Lowest
	(HK$)	(HK$)
2020
July (since the Listing Date)	1.550	0.740
August	0.940	0.770
September	0.980	0.680
October	1.380	0.840
November	1.360	1.070
December	1.300	0.930
2021
January	1.250	0.910
February	1.250	1.030
March	1.060	0.850
April (up to and including the Latest Practicable Date)	1.050	0.830

Source: the Stock Exchange

8. DIRECTORS AND THEIR CLOSE ASSOCIATES

None of the Directors or, to the best of their knowledge having made all reasonable enquiries, their close associates, have any present intention to sell to the Company or its subsidiaries any of the Shares if the Repurchase Mandate is approved at the 2021 AGM.

9. UNDERTAKING OF THE DIRECTORS

The Directors have undertaken to the Stock Exchange that so far as the same may be applicable, they will exercise the powers of the Company to repurchase Shares pursuant to the Repurchase Mandate in accordance with the Listing Rules and the applicable laws of the Cayman Islands.

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APPENDIX II

EXPLANATORY STATEMENT

10. EFFECT OF TAKEOVERS CODE

If a Shareholder's proportionate interest in the voting rights of the Company increases as a result of the Company exercising its powers to repurchase Shares pursuant to the Repurchase Mandate, such an increase will be treated as an acquisition for the purpose of the Takeovers Code. As a result, a Shareholder or a group of Shareholders acting in concert (as defined in the Takeovers Code) could obtain or consolidate control of the Company and become(s) obliged to make a mandatory offer in accordance with Rule 26 or Rule 32 of the Takeovers Code.

As at the Latest Practicable Date, to the best knowledge and belief of the Directors, the following substantial shareholders were interested in 5% or more of the number of issued Shares:

				Approximate
				percentage of
				shareholding
				(assuming the
				Repurchase
			Approximate	Mandate is
Name of substantial		Number of	percentage of	exercised in
shareholder	Capacity/Nature of interest	Shares held	shareholding	full)
Rowtel(1)	Beneficial owner	229,500,000	36.87%	40.96%
Fetech(1)	Interest in a controlled	229,500,000	36.87%	40.96%
	corporation
Ms. Chang(1)(2)	Interest in a controlled	229,500,000	36.87%	40.96%
	corporation
	Interest of party acting in	130,500,000	20.96%	23.29%
	concert
Westel(1)	Beneficial owner	130,500,000	20.96%	23.29%
Hera(1)	Interest in a controlled	130,500,000	20.96%	23.29%
	corporation

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APPENDIX II		EXPLANATORY STATEMENT
				Approximate
				percentage of
				shareholding
				(assuming the
				Repurchase
			Approximate	Mandate is
Name of substantial		Number of	percentage of	exercised in
shareholder	Capacity/Nature of interest	Shares held	shareholding	full)
Ms. Li(1)(2)	Interest in a controlled	130,500,000	20.96%	23.29%
	corporation
	Interest of party acting in	229,500,000	36.87%	40.96%
	concert
Taschh(3)	Beneficial owner	90,000,000	14.46%	16.06%
Tiequan LLC(3)	Interest in a controlled	90,000,000	14.46%	16.06%
	corporation
Southpac Trust International,	Trustee of a trust	90,000,000	14.46%	16.06%
Inc.(3)
Mr. Hsia(3)	Beneficiary of a trust	90,000,000	14.46%	16.06%
HARVESTON ASSET	Investment manager	43,147,500	6.93%	7.70%
MANAGEMENT PTE. LTD.

Notes:

1. 229,500,000 Shares in the Company is owned by Rowtel, a company beneficially and wholly owned by Fetech, which is in turn beneficially and wholly owned by Ms. Chang. 130,500,000 Shares in the Company is owned by Westel, a company beneficially and wholly owned by Hera, which is in turn beneficially and wholly owned by Ms. Li. As such, Ms. Chang is deemed to be interested in the Shares held by Rowtel and Ms. Li is deemed to be interested in the Shares held by Westel.
2. Ms. Chang and Ms. Li executed the acting-in-concert agreements on 11 May 2016, 31 May 2016 and 6 September 2019 to acknowledge and reflect the mutual understanding and intention, and to confirm that such acting in concert arrangement has been put in place and shall continue during the period as long as Ms. Chang and Ms. Li retain equity interest in the Group directly or indirectly. Each of Ms. Chang and Ms. Li is deemed interested in aggregate interests of 360,000,000 Shares in the Company.

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APPENDIX II

EXPLANATORY STATEMENT

1. 90,000,000 Shares in the Company is owned by Taschh, a company is beneficially and 99.99% owned by Tiequan LLC. Tiequan LLC is in turn beneficially and wholly owned by Tiequan Trust, while Southpac Trust International, Inc. acts as the trustee of Tiequan Trust. Mr. Hsia is the sole beneficiary of Tiequan Trust. As such, each of Tiequan LLC, Tiequan Trust, Southpac Trust International, Inc. and Mr. Hsia is deemed to be interested in the Shares held by Taschh.

Each of Ms. Chang and Ms. Li is deemed interested in aggregate interests of 360,000,000 Shares in the Company and their approximate percentage shareholding in the Company is 57.83%. In the event that the Directors will exercise in full the Repurchase Mandate, the interests in the Company of each of Ms. Chang and Ms. Li would be increased to approximately 64.25% of the total number of the issued Shares and such increase will not give rise to any obligation to make a mandatory offer under Rule 26 of the Takeovers Code.

The Directors are not aware of any consequences which may arise under Rules 26 and 32 of the Takeovers Code. The Directors do not intend to exercise the Repurchase Mandate to an extent which would, in the circumstances, trigger an obligation to make a mandatory offer under the Takeovers Code and the number of Shares held by the public would be reduced to less than 25% of the total number of Shares in issue.

11. SHARE REPURCHASE MADE BY THE COMPANY

No repurchases of Shares have been made by the Company (whether on the Stock Exchange or otherwise) since the Listing Date up to the Latest Practicable Date.

- 24 -

NOTICE OF ANNUAL GENERAL MEETING

ADTIGER CORPORATIONS LIMITED

虎視傳媒有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1163)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT the annual general meeting of the shareholders of ADTIGER CORPORATIONS LIMITED (the "Company" and the "2021 AGM", respectively) will be held at Room 1004-1005, Tower 5, Laiguangying Chengying Centre, Chaoyang District, Beijing, the PRC on Friday, 11 June 2021 at 10:00 a.m. following purposes:

1. To consider and adopt the audited consolidated financial statements of the Company and its subsidiaries for the year ended 31 December 2020 and the respective reports of the Company's directors (the "Director(s)") and independent auditors (the "Independent Auditors").
2. (i) To re-elect Ms. Chang Sufang as an executive Director;
3. 1. To re-elect Ms. Li Hui as an executive Director;
   2. To re-elect Mr. Hsia Timothy Chunhon as a non-executive Director;
   3. To re-elect Mr. Yao Yaping an independent non-executive Director (the "INED");
   4. To re-elect Mr. Chan Foon as an INED; and
   5. To re-elect Mr. Zhang Yaoliang as an INED.
4. To authorise the board of Directors of the Company (the "Board") to fix the remuneration of the Directors for the year ending 31 December 2021 (the "FY 2021");
5. To re-appoint Ernst & Young as the Independent Auditor in respect of the Company's financial statements for FY 2021 and authorise the Board to fix its remuneration;

- 25 -

NOTICE OF ANNUAL GENERAL MEETING

5. To consider and, if thought fit, pass with or without amendments the following resolution as an ordinary resolution:

"THAT:

1. subject to paragraph (c) below of this Resolution below and pursuant to the Rules Governing the Listing of Securities of The Stock Exchange of Hong Kong Limited, the exercise by the directors of the Company (the "Directors") during the Relevant Period (as defined below) of all the powers of the Company to allot, issue and deal with additional shares of the Company (the "Shares") or securities convertible into Shares, or options or securities for similar rights to subscribe for any Shares and to make or grant offers, agreements and options which might require the exercise of such powers be and the same is hereby generally and unconditionally approved;
2. the approval in paragraph (a) above of this Resolution shall be in addition to any other authorisation given to the Directors and shall authorise the Directors during the Relevant Period (as defined below) to make or grant offers, agreements and options which might require the exercise of such powers after the end of the Relevant Period;
3. the total number of Shares allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to options or otherwise) by the Directors pursuant to the approval in paragraph (a) above of this Resolution, otherwise than pursuant to (i) a Rights Issue (as defined below); or (ii) the exercise of any options granted under the share option scheme of the Company; or (iii) any scrip dividend or similar arrangements providing for the allotment and issue of Shares in lieu of the whole or part of a dividend on Shares in accordance with the articles of association of the Company (the "Articles of Association") in force from time to time, shall not exceed the aggregate of 20% of the total number of the Shares in issue as at the date of the passing of this Resolution and such approval shall be limited accordingly; and
4. for the purposes of this Resolution:
   "Relevant Period" means the period from the date of the passing of this Resolution until whichever is the earliest of:
5. 1. the conclusion of the next annual general meeting of the Company (the "AGM");

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NOTICE OF ANNUAL GENERAL MEETING

1. the expiration of the period within which the next AGM is required to be held by the Articles of Association, the laws of the Cayman Islands or any other applicable laws; or
2. the date on which the authority set out in this Resolution is revoked and varied by way of an ordinary resolution by the shareholders of the Company in general meeting;

"Rights Issue" means an offer of Shares, or offer or issue of options or other securities giving the rights to subscribe for Shares open for a period fixed by the Directors to holders of Shares on the register on a fixed record date in proportion to their then holdings of Shares (subject to such exclusion or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements, or having regard to any restrictions or obligations under the laws of, or the requirements of, or the expense or delay which may be involved in determining the existence or extent of any restrictions or obligations under the laws or the requirements of any recognised regulatory body or any stock exchange in any territory, outside Hong Kong)."

6. To consider and, if thought fit, pass with or without amendments the following resolution as an ordinary resolution:

"THAT:

1. subject to paragraph (b) below of this Resolution below, the exercise by the directors of the Company during the Relevant Period (as defined below) of all the powers of the Company to repurchase the shares of the Company (the "Shares") on The Stock Exchange of Hong Kong Limited (the "Stock Exchange") or any other stock exchange on which the Shares may be listed and recognised by the Securities and Futures Commission of Hong Kong (the "Commission") and the Stock Exchange under the Hong Kong Code of Share Buy-backs administered by the Commission be and is hereby generally and unconditionally approved;
2. the total number of the Shares which may be repurchased by the Company pursuant to the approval in paragraph (a) of this Resolution above during the Relevant Period (as defined below) shall not exceed 10% of the total number of the issued Shares as at the date of the passing of this Resolution and the authority pursuant to paragraph (a) above of this Resolution shall be limited accordingly; and

- 27 -

NOTICE OF ANNUAL GENERAL MEETING

1. for the purpose of this Resolution:
   "Relevant Period" means the period from the passing of this Resolution until whichever is the earliest of:
2. 1. the conclusion of the next annual general meeting of the Company (the "AGM");
   2. the expiration of the period within which the next AGM is required to be held by the articles of association of the Company, the laws of the Cayman Islands or any other applicable laws; or
   3. the date on which the authority set out in this Resolution is revoked and varied by way of an ordinary resolution by the shareholders of the Company in general meeting."

7. To consider and, if thought fit, pass with or without amendments the following resolution as an ordinary resolution:

"THAT conditional upon the passing of Resolutions numbered 5 and 6 set out in the notice convening the annual general meeting of the Company (the "Notice"), the authority granted to the directors of the Company pursuant to Resolution numbered 5 set out in the Notice be and is hereby extended by the addition thereto of an amount representing the total number of the shares of the Company (the "Shares") repurchased pursuant to the authority granted pursuant to Resolution numbered 6 set out in the Notice, provided that such amount shall not exceed 10% of the total number of the issued Shares as at the date of passing this Resolution."

Yours faithfully,

By Order of the Board

ADTIGER CORPORATIONS LIMITED

Chang Sufang

Chairman, Executive Director and

Chief Executive Officer

Hong Kong, 28 April 2021

- 28 -

NOTICE OF ANNUAL GENERAL MEETING

Registered Office:

4th Floor, Harbour Place

103 South Church Street, George Town

P.O. Box 10240

Grand Cayman KY1-1002

Cayman Islands

Head Office and Principal Place of Business in the PRC:

Room 1004-1005, Tower 5

Laiguangying Chengying Centre

Chaoyang District, Beijing, the PRC

Principal Place of Business in Hong Kong:

31/F., 148 Electric Road, North Point, Hong Kong

Notes:

1. Any member of the Company (the "Member" or "Shareholder") entitled to attend and vote at the 2021 AGM or its adjourned meeting (as the case may be) is entitled to appoint one (or, if he/she/it holds two or more Shares, more than one) proxy to attend and, on a poll, vote on his/her/its behalf subject to the provision of the Articles of Association. A proxy need not be a Member but must be present in person at the 2021 AGM to represent the Member. If more than one proxy is so appointed, the appointment shall specify the number of Shares in respect of which such proxy is so appointed.
2. In order to be valid, the duly completed and signed form of proxy must be deposited together with a power of attorney or other authority, if any, under which it is signed or a certified copy of that power or authority, at the Company's Hong Kong branch share registrar and transfer office, Boardroom Share Registrars (HK) Limited at Room 2103B, 21/F., 148 Electric Road, North Point, Hong Kong, as soon as possible and in any event, not later than 48 hours before the time appointed for holding the 2021 AGM or its adjourned meeting (as the case may be) (excluding any public holiday in Hong Kong). Completion and return of a form of proxy will not preclude a Member from attending and voting in person at the 2021 AGM or its adjourned meeting should he/she so wish. In such event, the form of proxy shall be deemed to be revoked.
3. For determining the entitlement of the Shareholders to attend and vote at the 2021 AGM, the register of Members will be closed from Tuesday, 8 June 2021 to Friday, 11 June 2021 (both days inclusive), during which period no transfer of Shares will be registered. To qualify for attending the 2021 AGM, the non-registered Shareholders must lodge all transfer documents, accompanied by the relevant share certificates with the Company's Hong Kong branch share registrar and transfer office, Boardroom Share Registrars (HK) Limited at Room 2103B, 21/F., 148 Electric Road, North Point, Hong Kong for registration not later than 4:30 p.m. on Monday, 7 June 2021.
4. In relation to the proposed Resolution numbered 2 above, Ms. Chang Sufang, Ms. Li Hui, Mr. Hsia Timothy Chunhon, Mr. Yao Yaping, Mr. Chan Foon and Mr. Zhang Yaoliang will retire as directors of the Company (the "Directors") at the 2021 AGM and, being eligible, offer themselves for re-election. Details of the above Directors are set out in appendix I to the Company's circular dated 28 April 2021.

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NOTICE OF ANNUAL GENERAL MEETING

1. In relation to the proposed Resolution numbered 4 above, the board of Directors (the "Board") concurs with the views of the audit committee of the Board and has recommended that Ernst & Young be re-appointed as the independent auditor.
2. In relation to the proposed Resolution numbered 5 above, approval is being sought from the Members for the grant to the Directors of a general mandate to authorise the allotment and issue of Shares under the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Listing Rules"). The Directors have no immediate plans to issue any new Shares.
3. In relation to the proposed Resolution numbered 6 above, the Directors wish to state that currently, they have no intention to repurchase any Shares and will exercise the powers conferred thereby to repurchase Shares only in the circumstances which they consider appropriate for the benefit of the Company and the Members as a whole. An explanatory statement containing the information necessary to enable the Members to make an informed decision to vote for or against the proposed resolution as required by the Listing Rules is set out in Appendix II to the Company's circular dated 28 April 2021.
4. In compliance with Rule 13.94(4) of the Listing Rules, voting on all proposed resolutions set out in this Notice will be decided by way of a poll.
5. Where there are joint holders of any Share, any one of such joint holders may vote at the AGM, either personally or by proxy, in respect of such Share as if he/she were solely entitled thereto; but if more than one of such joint holders are present at the AGM, the vote of the senior holder who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders. For this purpose, seniority shall be determined by the order in which the names stand in the Register of Members in respect of the joint holding.
6. The translation into Chinese language of this notice is for reference only. In case of any inconsistency, the English version shall prevail.

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