Mobvista : SUPPLEMENTAL ANNOUNCEMENT DISCLOSEABLE TRANSACTION IN RELATION TO THE ACQUISITION OF THE ENTIRE EQUITY INTEREST IN BEIJING REYUN TECHNOLOGY CO., LTD.* INVOLVING ISSUE OF CONSIDERATION SHARES AND BONUS SHARES UNDER 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.

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

Mobvista Inc.

匯量科技有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 1860)

SUPPLEMENTAL ANNOUNCEMENT

DISCLOSEABLE TRANSACTION

IN RELATION TO THE ACQUISITION OF THE ENTIRE

EQUITY INTEREST IN BEIJING REYUN TECHNOLOGY CO., LTD.* INVOLVING ISSUE OF CONSIDERATION SHARES AND BONUS SHARES UNDER GENERAL MANDATE

Financial Adviser

Reference is made to the announcement of Mobvista Inc. (the "Company") dated 28 April 2021 (the "Announcement") in respect of the disclosable transaction relating to the acquisition of the entire equity interest in Beijing Reyun Technology Co., Ltd* (北京熱雲 科技有限公司). Unless the context otherwise requires, capitalised terms used herein shall have the same meanings as those defined in the Announcement.

In addition to the information disclosed in the Announcement, the Company would like to provide the shareholders and potential investors of the Company with further information relating to the Acquisitions.

- 1 -

BASIS OF CONSIDERATION FOR THE ACQUISITIONS

As disclosed in the Announcement, the Valuation is a factor (among others) in determining the Acquisition A Consideration and the Acquisition B Consideration (collectively, the "Consideration"). The Company engaged an independent qualified valuer (the "Valuer") to conduct a valuation of the fair value of the 100% equity interests of the Target Company and its subsidiaries as at 31 December 2020. According to the valuation report issued by the Valuer based on market approach dated 18 March 2021, the 100% equity interest of the Target Company and its subsidiaries as at 31 December 2020 is RMB1,740,000,000.

The Valuation is based on ongoing concern premise and conducted on a fair value basis. It has been prepared in accordance with the International Valuation Standards on business valuation published by International Valuation Standards Council, which contains guideline on the basis and valuation approaches used in business valuation. The Valuer selected market approach given the Target Company's business nature, financial profile track records and business sustainability. Under the market approach, the guideline public company method is applied. Market multiples regarding the public companies' stock price, earnings, sale or revenues have be derived and used for the determination of the value, with a discount for lack of marketability applied given the Target Company is a private company. The Valuation is derived based on commonly and widely adopted market multiples, such as Price-to-Earnings Ratio, Price-to-Book Ratio and Price-to-Sales Ratio given the Target Company currently has positive earnings together with a stable level of net assets to generate sustainable cashflows.

Due to the changing environment in which the Target Company is operating, a number of assumptions have been established in order to sufficiently support the Valuer's concluded opinion of the Valuation. The major assumptions adopted in the Valuation are:

• There will be no major changes in the political, legal, economic or financial conditions and taxation laws in the jurisdiction where the Target Company currently operates or will operate which will materially affect the revenues attributable to the Target Company, that the rates of tax payable remain unchanged and that all applicable laws and regulations will be complied with;
• For the Target Company to continue as a going concern, the Target Company will successfully carry out all necessary activities for the development of its business;
• Market trends and conditions where the Target Company operates will not deviate significantly from the economic forecasts in general;
• Key management, competent personnel, and technical staff will all be retained to support ongoing operations of the Target Company;

- 2 -

• There will be no material changes in the business strategy of the Target Company and its operating structure;
• Interest rates and exchange rates in the localities for the operation of the Target Company will not differ materially from those presently prevailing;
• All relevant approvals, business certificates, licenses or other legislative or administrative authority from any local, provincial or national government, or private entity or organisation required to operate in the localities where the Target Company operates or intends to operate will be officially obtained and renewable upon expiry unless otherwise stated; and
• The major shareholder of the Target Company will support and provide interest-free financing for the current and future business of the Target Company (including but not limited to working capital needs).

In determining the proper selected market multiples to be adopted for the Valuation, the Valuer has identified relevant comparables based the selection criteria shown as follows:

• The peer firm engages in advertisement-related or SaaS services;
• The peer firm has positive earnings in the latest reporting period;
• The market capitalisation is under USD500 million, in comparison to the current size of the Target Company;
• The shares are listed on major Stock Exchanges; and
• Information of the peer firm is available and from a reliable source.

The Consideration is RMB1,500,000,005 (being the total sum of the Acquisition A Consideration of RMB718,171,261 and the Acquisition B Consideration of RMB781,828,744), which represents a discount of approximately 13.79% to the Valuation of RMB1,740,000,000. The Board reviewed the valuation report and is of the view that the Consideration is fair and reasonable and in the interests of the Company and the Shareholders as a whole. The discount to the Valuation is also a result of continuous commercial negotiation between the Board and the Target Company, after taking into account the other factors as stated in the Announcement.

- 3 -

In addition to the Consideration and as a separate contingent incentive performance bonus after the completion of the Acquisitions, the Company agreed to pay performance bonus as a target-oriented gradient equity incentive system to the Vendors B if the Target Company's audited revenue for the designated business exceeds RMB123,529,412 and RMB172,941,176 for the years ending 31 December 2021 and 2022, respectively. The performance bonus shall be paid by way of allotment and issuance of the specific number of the Bonus Shares (if applicable) in accordance with the formulas as set out in the Announcement.

According to the SPA B, the Founder and three beneficial owners of Vendor 21 will act as the full-time core personnel of the Target Company for at least three years from the date of the SPA B. The Bonus Shares are purely the rewards to the Vendors B's continuous contribution to the Group in case the specific performance goals can be achieved by the Target Company, which are contingent in nature and essentially different from a deferred consideration. The Company is not required to allot and issue any Bonus Shares if the specific performance goals cannot be met. The Company considers that the Vendors B, the Target Company and the Company will be mutually benefited from the abovementioned incentive performance bonus where the interests of these parties are aligned.

2022 Performance Bonus

The Company would like to clarify that there is an inadvertent typographical error in relation to the maximum number of the Bonus Shares to be allotted and issued (if applicable) to the entity designated by the Vendor 19 where the audited revenue for the designated business of the Target Company for the year ending 31 December 2022 exceeds RMB235,200,000, which shall be "3,139,280" instead of "1,319,280" as shown on page 12 of the Announcement. Save for such typographical error, the other maximum numbers of the Bonus Shares to be allotted and issued (if applicable) set out in the Announcement are accurate. The calculation formulas of the Bonus Shares as stated in the Announcement remain accurate and effective.

INFORMATION OF THE VENDORS AND THEIR ULTIMATE BENEFICIAL OWNERS

The Company would like to provide additional information of certain vendors. Based on the information publicly available, details of the investors or ultimate beneficial owners of certain vendors are shown below:

Vendor 1

Vendor 1 is a PRC company principally engaged in the investment business. As at the date of this announcement, it holds approximately 13.8236% equity interest in the Target

Company and it is owned by a total of 29 shareholders, among which, Tibet Xiangbin Trading Co.* (西藏祥濱商貿有限公司) is the largest shareholder with 13.3457% equity interest, while Tianjin Teda Development Group Co., Ltd.* (天津泰達產業發展集團有

- 4 -

限公司) and Tibet Qinhui Trading Co., Ltd.* (西藏勤暉商貿有限公司) owns 11.8889% and 10.6765% equity interest in Vendor 1, respectively. Each of the other 26 shareholders' equity interest in Tibet Xiangbin Trading Co. is less than 10%.

The ultimate beneficial owners of Tibet Xiangbin Trading Co.* (西藏祥濱商貿有限公 司) are Liu Dongbin (劉東濱) and, Yu Bo (于菠 ) holding 80% and 20% equity interest, respectively.

The ultimate beneficial owner of Tianjin Teda Development Group Co., Ltd.* (天 津 泰

達 產 業 發 展 集 團 有 限 公 司) is State-owned Assets Supervision and Administration Commission of the State Council of Tianjin* (天津經濟技術開發區國有資產監督管

理局) holding the entire equity interest.

The ultimate beneficial owners of Tibet Qinhui Trading Co., Ltd.* (西藏勤暉商貿有限 公司) are Yang Yonhua (楊永華) and Xue Meizi (薛梅子) holding 90% and 10% equity interest, respectively.

Vendor 2

Vendor 2 is a PRC established limited partnership principally engaged in the investment business. As at the date of this announcement, it holds approximately 12.9858% equity

interest in the Target Company. It is owned by Suzhou Industrial Park Linkage Software Co., Ltd.* (蘇州工業園區凌志軟件股份有限公司) and its general manager, Shanghai Hanli Prospect Investment Management Co., Ltd.* (上海漢理前景投資管理有限公司),

as to 98% and 2%, respectively.

Suzhou Industrial Park Linkage Software Co., Ltd. (蘇州工業園區凌志軟件股份有限公司) is a company listed on the Shanghai Stock Exchange (stock code: 688588). It is owned by Zhang Baoquan (張寶泉) and Wu Yanfang (吳豔芳) as to 19.86% and 16.67%, respectively.

Shanghai Hanli Prospect Investment Management Co., Ltd.* (上 海 漢 理 前 景 投 資 管 理 有 限 公 司) is wholly-owned by Shanghai Hanli Equity Investment Management Co., Ltd.* (上 海 漢 理 股 權 投 資 管 理 股 份 有 限 公 司). Its ultimate beneficial owners are

Qian Xuefeng (錢學鋒) and Shanghai Hantao Investment Management Co., Ltd.* (上海 漢韜投資管理有限公司) holding 65.1% and 14.3316%, respectively. Each of the other

10 shareholders' equity interest in Shanghai Hanli Equity Investment Management Co., Ltd.* (上 海 漢 理 股 權 投 資 管 理 股 份 有 限 公 司) is less than 10%. Shanghai Hantao Investment Management Co., Ltd.* (上海漢韜投資管理有限公司) is owned by Qian Xuefeng (錢學鋒) and Ding Meizhen (丁梅珍) as to 90% and 10%, respectively.

- 5 -