Mobvista : CONNECTED TRANSACTION - PROVISION OF FUNDING TO MANAGEMENT RSU TRUSTEE

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.

Mobvista Inc.

匯量科技有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 1860)

CONNECTED TRANSACTION

PROVISION OF FUNDING TO MANAGEMENT RSU TRUSTEE

The Board hereby announces that on 1 April 2021, the Company provided the First Funding to the Management RSU Trustee to effect the Proposed Share Purchase with an aim of satisfying the Management RSU Scheme after the increase of the Scheme Limits which has been approved by the Independent Shareholders at the EGM.

The participants and beneficiaries of the Management RSU Scheme include the Directors, senior management and officers of the Company or any of their subsidiaries. As the Directors and chief executive are connected persons of the Company under Chapter 14A of the Listing Rules, the Management RSU Trustee is therefore also a connected person of the Company under Chapter 14A of the Listing Rules, and thus the provision of the Funding (including the First Funding and any tranche thereof) constitutes a connected transaction of the Company under Chapter 14A of the Listing Rules. Given the highest of the applicable percentage ratios (as defined under Rule

14.07 of the Listing Rules) is above 0.1% but below 5%, the provision of the Funding (including the First Funding and any tranche thereof) will be subject to the reporting and announcement requirements but exempt from the independent shareholders' approval requirement under Chapter 14A of the Listing Rules.

BACKGROUND

Reference is made to the announcement, the circular and the poll results announcement of the Company dated 11 November 2020, 18 November 2020 and 7 December 2020, respectively.

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The Board resolved and announced on 11 November 2020 that the Company would make amendments to the rules of the Employee RSU Scheme and the Management RSU Scheme, respectively, so as to increase the Scheme Limits, subject to the Independent Shareholders' approval at the EGM. To support the increase of the Scheme Limits, the Board further resolved on the same day that the Company would, upon the Independent Shareholders' approval on the increase of the Scheme Limits, fund the Management RSU Trustee and the Employee RSU Trustee, respectively, for their acquisition of the Additional Shares on the secondary market pursuant to and for the purpose of satisfying the Employee RSU Scheme and the Management RSU Scheme.

Independent Shareholders' approval in relation to the increase of the Scheme Limits was obtained at the EGM, and thus the Board would like to effect the Funding to the Management RSU Trustee to support the Proposed Share Purchase by the Management RSU Trustee.

CONNECTED TRANSACTION

On 1 April 2021, the Company provided HK$19,950,000, being the First Funding, to the Management RSU Trustee by wire transfer. The First Funding will be used to purchase Shares on market for the purposes of the Management RSU Scheme at any time when the Board sees fit. It is expected that the Company would provide the Funding to the Management RSU Trustee in a total of not less than 2 tranches.

The cost of buying 4,600,000 Shares on market for the purposes of satisfying the Management RSU Scheme after the increase of the Scheme Limits, calculated based on the average closing price of the Shares for 20 consecutive trading days before the date of this announcement, is HK$28,869,600. To provide some buffer in case the market price of the Shares increase and taking into account the necessary transaction costs, the Directors (including the independent non-executive Directors) are of the view that the provision of the Funding (including the First Funding and any tranche thereof) is on normal commercial terms and are fair and reasonable and in the interests of the Company and the Shareholders as a whole. None of the Directors has a material interest in the provision of the Funding (including the First Funding and any tranche thereof), and hence no Director has to abstain from voting on the board resolutions approving the provision of the Funding (including the First Funding and any tranche thereof).

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INFORMATION OF THE PARTIES

The Company is principally engaged in providing a comprehensive technology platform offering mobile advertising and data analytics services to mobile application developers.

The Management RSU Trustee is a company incorporated in Hong Kong with limited liability which is principally engaged in trust or company service businesses and holds a trust or company service provider licence in Hong Kong.

LISTING RULES IMPLICATION

The participants and beneficiaries of the Management RSU Scheme include the Directors, senior management and officers of the Company or any of their subsidiaries. As the Directors and chief executive are connected persons of the Company under Chapter 14A of the Listing Rules, the Management RSU Trustee is therefore also a connected person of the Company under Chapter 14A of the Listing Rules, and thus the provision of the Funding (including the First Funding and any tranche thereof) constitutes a connected transaction of the Company under Chapter 14A of the Listing Rules. Given the highest of the applicable percentage ratios (as defined under Rule 14.07 of the Listing Rules) is above 0.1% but below 5%, the provision of the Funding (including the First Funding and any tranche thereof) will be subject to the reporting and announcement requirements but exempt from the independent shareholders' approval requirement under Chapter 14A of the Listing Rules.

DEFINITIONS

"Additional Shares"

"Board"

"Company"

"Connected Globe"

18,400,000 Shares under the Employee RSU Scheme and

4,600,000 Shares under the Management RSU Scheme, together

23,000,000 Shares

the board of Directors

Mobvista Inc. (匯量科技有限公司), an exempted company with limited liability incorporated in the Cayman Islands on 16 April 2018 and the shares of which were listed on the Stock Exchange on the Listing Date

Connected Globe Holdings Limited, being the wholly-owned subsidiary of the Management RSU Trustee and an existing Shareholder

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"Director(s)"	the director(s) of the Company
"EGM"	the extraordinary general meeting of the Company held on 7
	December 2020
"Employee RSU	the restricted share unit scheme of the Company approved and
Scheme"	adopted by the Board on 27 September 2018 and amended on 19
	November 2018 and 7 December 2020 respectively
"Employee RSU	Sovereign Trustees Limited
Trustee"
"First Funding"	first tranche of the Funding out of a total of not less than 2
	tranches
"Funding"	a funding of an amount up to HK$35,000,000 to be provided by
	the Company to the Management RSU Trustee for its purchase
	of part of the Additional Shares (i.e. 4,600,000 Shares) for the
	purpose of satisfying the Management RSU Scheme after the
	increase of Scheme Limits
"Independent	Shareholders except Mobile Value and Connected Globe which
Shareholders"	are required by Listing Rules and the terms of the Employee RSU
	Scheme and the Management RSU Scheme to and did abstain
	from voting at the EGM
"Listing Date"	12 December 2018, on which dealings in Shares first commenced
	on the Stock Exchange
"Listing Rules"	the Rules Governing the Listing of Securities on The Stock
	Exchange of Hong Kong Limited, as amended from time to time
"Management RSU	the restricted share unit scheme of the Company approved and
Scheme"	adopted by the Board on 19 November 2018 and amended on 7
	December 2020
"Management RSU	Sovereign Fiduciaries (Hong Kong) Limited
Trustee"
"Mobile Value"	Mobile Value Discovery Inc., being the wholly-owned subsidiary
	of the Employee RSU Trustee and an existing Shareholder

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"Proposed Share

Purchase"

"RSU(s)"

"Scheme Limit(s)"

"Share(s)"

"Shareholders"

"Stock Exchange"

the anticipated acquisition of the Additional Shares by the Employee RSU Trustee and the Management RSU Trustee from the secondary market with funding provided by the Company for the purpose of the Employee RSU Scheme and the Management RSU Scheme

a restricted share unit award granted to a participant under the Employee RSU Scheme or the Management RSU Scheme. Each restricted share unit represents one underlying Share

the total number of Shares that may be granted to the participants of the Employment RSU Scheme and the Management RSU Scheme respectively, upon the vesting of the RSUs

ordinary shares(s) in the share capital of the Company with a par value of US$0.01 each

holder(s) of the Shares

The Stock Exchange of Hong Kong Limited

By order of the Board

Mobvista Inc.

DUAN Wei

Chairman

Guangzhou, the PRC, 1 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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