Mobvista : COMPLETION OF PLACING OF EXISTING SHARES AND TOP-UP SUBSCRIPTION OF NEW SHARES UNDER THE GENERAL MANDATE

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.

Neither this announcement nor any copy thereof may be released into or distributed directly or indirectly in the United States or any other jurisdiction where such release or distribution might be unlawful.

This announcement is for information purpose only and does not constitute an invitation or offer to acquire, purchase or subscribe for any securities of the Company.

This announcement does not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States. The securities mentioned herein have not been, and will not be, registered under the US Securities Act, and may not be offered or sold in the United States unless registered under the US Securities Act or pursuant to an exemption from, or in a transaction not subject to, registration under the US Securities Act. The Company has no intention to register under the US Securities Act any of the securities referred to herein or to conduct a public offering of securities in the United States.

Mobvista Inc.

匯量科技有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 1860)

COMPLETION OF PLACING OF EXISTING SHARES

AND

TOP-UP SUBSCRIPTION OF

NEW SHARES UNDER THE GENERAL MANDATE

Placing Agent

The Board is pleased to announce that completion of the Placing took place on 15 April 2021 and completion of the Subscription took place on 21 April 2021. The Company received total net proceeds of approximately HK$425.9 million from the Subscription and intends to use the same for the development and expansion of Cloud Business Unit and SaaS tooling matrix of the Group.

Reference is made to the announcement of Mobvista Inc. (the "Company") dated 13 April 2021 (the "Announcement") in relation to the Placing and Subscription Agreement and the transactions contemplated thereunder. Unless otherwise defined in this announcement, or the context otherwise requires, capitalised terms and expressions used in this announcement have the respective meanings given to them in the Announcement.

COMPLETION OF THE PLACING AND THE SUBSCRIPTION

The Board is pleased to announce that all the conditions precedent to the completion of the Placing had been fulfilled and the completion of the Placing took place on 15 April 2021. As all the conditions precedent to completion of the Subscription had also been fulfilled, including (a) the Listing Committee having granted the listing of, and permission to deal in, the Subscription Shares (and such listing and permission not subsequently revoked prior to the delivery of the definitive share certificate(s) representing the Subscription Shares under the Placing and Subscription Agreement) and (b) completion of the Placing having occurred pursuant to the terms of the Placing and Subscription Agreement. Completion of the Subscription took place on 21 April 2021 which is within fourteen (14) days after the date of the Placing and Subscription Agreement.

Pursuant to the terms and conditions of the Placing and Subscription Agreement, (i) a total of 72,481,000 Sale Shares were successfully placed by the Placing Agent to the Placee, being GIC, who together with its ultimate beneficial owners (to the best of the knowledge, information and belief of the Directors, having made all reasonable enquiries), save for its existing interest in the Company, (a) are independent of, and not connected with, the Company and their respective associates and connected persons and (b) are independent of, and not acting in concert with the Vendor, their respective associates and persons acting in concert with the Vendor, at the Placing Price of HK$5.90 per Sale Share; and (ii) a total of 72,481,000 new Subscription Shares (being the same number as the Sale Shares), representing approximately 4.72% of the total number of Shares in issue as at the date of the Announcement, were allotted and issued to the Vendor at the Subscription Price of HK$5.90 per Subscription Share (being the same as the Placing Price) on 21 April 2021.

The Company received total net proceeds of approximately HK$425.9 million from the Subscription and intends to use the same for the development and expansion of Cloud Business Unit and SaaS tooling matrix of the Group.

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EFFECT OF THE PLACING AND THE SUBSCRIPTION ON THE SHAREHOLDING STRUCTURE OF THE COMPANY

The table below sets out the changes to the shareholding structure of the Company as a result of the completion of the Placing and the Subscription:

					Immediately after the completion	Immediately after the completion
	As at the date of		of the Placing but before		of the Placing and
Shareholders	the Announcement	the completion of the Subscription	the completion of the Subscription
			Approximate %				Approximate %				Approximate %
			of entire issued				of entire issued				of entire issued
	No. of Shares		share capital		No. of Shares	share capital		No. of Shares		share capital
Seamless (Note 1)
1,127,999,842	73.52%		1,055,518,842	68.80%	1,127,999,842	70.21%
Guangzhou Mobvista	1,127,999,842	73.52%		1,055,518,842	68.80%	1,127,999,842	70.21%
(Note 1)
Mr. Duan Wei (Note 2)	1,129,837,842	73.64%		1,057,356,842	68.92%	1,129,837,842	70.32%
Mr. Cao Xiaohuan (Note 3)	2,875,000	0.19%		2,875,000	0.19%	2,875,000	0.18%
Mr. Fang Zikai (Note 4)	2,818,300	0.18%		2,818,300	0.18%	2,818,300	0.18%
Mr. Song Xiaofei (Note 5)	1,022,600	0.07%		1,022,600	0.07%	1,022,600	0.06%
Connected Globe	1,821,000	0.12%		1,821,000	0.12%	1,821,000	0.11%
Public Shareholders
GIC	50,296,000	3.28%		122,777,000	8.00%	122,777,000	7.64%
Other Public Shareholders	345,533,258	22.52%		345,533,258	22.52%	345,533,258	21.51%
Total	1,534,204,000	100%		1,534,204,000	100%	1,606,685,000	100%

Notes:

1. Seamless Technology Limited ("Seamless"), holds 1,127,999,842 Shares in the Company. Seamless is wholly owned by Mobvista Co., Ltd. ("Guangzhou Mobvista"). Therefore, Guangzhou Mobvista is deemed to be interested in the 1,127,999,842 Shares held by Seamless under the SFO.
2. Mr. Duan (one of the Directors of the Company), Guangzhou Huimao Investment Management Center (Limited Partnership) ("Guangzhou Huimao") and Horgos Duanshi Pearl River Equity Investment Co., Ltd. ("Horgos Duanshi") directly holds 12.94%, 17.97% and 4.20% interest in Guangzhou Mobvista, respectively. The general partner of Guangzhou Huimao is Guangzhou Huisui Investment Management Co., Ltd. ("Guangzhou Huisui"), which is owned by Mr. Duan as to 95%.

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Guangzhou Huisui holds the entire voting and disposition power in Guangzhou Huimao. Therefore, Mr. Duan is deemed to be interested in Guangzhou Huimao's interest in Guangzhou Mobvista under the SFO. Horgos Duanshi is wholly-owned by Mr. Duan; therefore, Mr. Duan is deemed to be interested in Horgos Duanshi's interest in Guangzhou Mobvista under the SFO. As a result, Mr. Duan is deemed to be interested in an aggregate of 35.11% interest in Guangzhou Mobvista, and thus is further deemed to be interested in the 1,127,999,842 Shares which Guangzhou Mobvista is interested in. Apart from that, Mr. Duan owns 1,838,000 Shares in the Company directly.

1. 2,875,000 Shares are held by CX Vision Holdings Limited, which is wholly owned by Mr. Cao.
2. 2,518,300 Shares are held by Cool Effect Limited, which is owned by Mr. Fang as to 80%. Apart from that, Mr. Fang owns 300,000 Shares in the Company directly.
3. 1,022,600 Shares are held by Sierra Xray Limited, which is owned by Mr. Song as to 80%.

As a result of the Placing and the Subscription, the aggregate percentage shareholding of the Vendor in the Company has been reduced from approximately 73.52% of the total number of Shares in issue immediately before the completion of the Placing and the Subscription to approximately 70.21% of the total number of Shares in issue as at the date of this announcement.

By order of the Board

Mobvista Inc.

DUAN Wei

Chairman

Guangzhou, the PRC, 21 April 2021

As at the date of this announcement, the Board of Directors of the Company comprises Mr. DUAN Wei (chairman), Mr. CAO Xiaohuan (chief executive officer), Mr. FANG Zikai and Mr. SONG Xiaofei as executive Directors; Mr. WONG Tak-Wai as a non-executive Director, and Mr. YING Lei, Mr. HU Jie and Mr. Sun Hongbin as independent non-executive Directors.

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