Mobvista : 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

April 27, 2021 at 08:27 pm

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)

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

THE ACQUISITIONS

- 1 -

On the same date, the Company and the Vendors B entered into the SPA B, pursuant to which the Company has conditionally agreed to acquire and the Vendors B have conditionally agreed to sell in aggregate 52.12% equity interest in the Target Company, at the Acquisition B Consideration of approximately RMB781,828,744 (equivalent to approximately HK$933,972,618) comprising (i) the Cash Consideration of approximately RMB234,548,621 (equivalent to approximately HK$280,191,783) and (ii) the allotment and issuance of 67,890,014 Consideration Shares at the Issue Price of HK$9.63 each by the Company. The Company has also agreed to pay the entities designated by the Founder, the Vendor 18, the Vendor 19, the Vendor 20 and the Vendor 21 the performance bonuses for the revenue achievement of the Target Company for the years ending 31 December 2021 and 2022 by way of allotment and issuance of the Bonus Shares for nil consideration.

The total number of the Consideration Shares which to be issued by the Company pursuant to the SPA B is 67,890,014 Shares, representing approximately 4.23% of the existing issued share capital of the Company as of the date of this announcement, and assuming no further Shares will be issued from the signing date of the SPA B and the completion of the SPA B, approximately 4.05% of the issued share capital of the Company as enlarged by the issue of the Consideration Shares. The maximum number of the Bonus Shares which may be issued by the Company pursuant to the SPA B is 47,523,012 Shares, representing approximately 2.96% of the existing issued share capital of the Company as of the date of this announcement, and assuming no further Shares (except for the Consideration Shares to be allotted and issued) will be issued from the signing date of the SPA B and the issue of the maximum number of the Bonus Shares, approximately 2.76% of the issued share capital of the Company as enlarged by the issue of the maximum number of the Bonus Shares and the Consideration Shares.

Upon completion of the SPA A and SPA B, the Target Company will become an indirect wholly-owned subsidiary of the Company. The Target Company's financial results, assets and liabilities will be consolidated into the consolidated financial statement of the Company.

IMPLICATIONS UNDER THE LISTING RULES

As one or more applicable percentage ratios (as defined in Rule 14.07 of the Listing Rules) in respect of the Acquisitions are above 5% but less than 25%, the Acquisitions constitute a discloseable transaction (in aggregate) for the Company and is subject to reporting and announcement requirements under Chapter 14 of the Listing Rules.

LISTING

An application will be made by the Company to the Listing Committee of the Stock Exchange for the listing of, and permission to deal in, the Consideration Shares and the Bonus Shares (if applicable).

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GENERAL MANDATE

The Consideration Shares and the Bonus Shares (if applicable) will be allotted and issued under the General Mandate. As the total number of issued Shares at the date of the relevant resolutions is 1,534,204,000, the Company is authorised to allot and issue a maximum of 306,840,800 Shares under the General Mandate. As at the date of this announcement, except for the 41,978,339 Shares (subject to adjustment) may be issued under the convertible bonds as disclosed in the announcement of the Company dated 3 January 2021 and the 72,481,000 Shares allotted and issued by the Company as disclosed in the announcements dated 13 April 2021 and 21 April 2021, respectively, no Share has been allotted and issued under the General Mandate. Accordingly, the allotment and issuance of the Consideration Shares and the Bonus Shares (if applicable) is within the limit of the General Mandate and is not subject to the approval of the Shareholders.

Shareholders and potential investors of the Company should note that the completion of Sale and Purchase Agreements is subject to the fulfilment (or waiver, if applicable) of certain conditions precedent under the Sale and Purchase Agreements, and the Completions may or may not proceed. Shareholders and potential investors of the Company are therefore advised to exercise caution when dealing in the Shares.

THE ACQUISITIONS

The Board is pleased to announce that on 27 April 2021 (after trading hours), the Company and the Vendors A entered into the SPA A, pursuant to which the Company has conditionally agreed to acquire and the Vendors A have conditionally agreed to sell the 47.88% equity interest in the Target Company, at the Acquisition A Consideration of approximately RMB718,171,261 (equivalent to approximately HK$857,927,388). On the same date, the Company and the Vendors B entered into the SPA B, pursuant to which the Company has conditionally agreed to acquire and the Vendors B have conditionally agreed to sell the 52.12% equity interest in the Target Company, at the Acquisition B Consideration of approximately RMB781,828,744 (equivalent to approximately HK$933,972,618) comprising (i) the Cash Consideration of approximately RMB234,548,621 (equivalent to approximately HK$280,191,783) and (ii) the allotment and issuance of 67,890,014 Consideration Shares at the Issue Price of HK$9.63 each by the Company. The Company has also agreed to pay the entities designated by the Founder, the Vendor 18, the Vendor 19, the Vendor 20 and the Vendor 21 the performance bonuses for the revenue achievement of the Target Company for the years ending 31 December 2021 and 2022 by way of allotment and issuance of the Bonus Shares for nil consideration.

- 3 -

THE SPA A

The principal terms of the SPA A are set out below:

Date	27 April 2021 (after trading hours)
Parties	(i)	the Company;
	(ii)	the Founder;
	(iii)	the Vendors A (including: the Vendor 1, Vendor 2, Vendor 3, Vendor 4,
		Vendor 5, Vendor 6, Vendor 7, Vendor 8, Vendor 9, Vendor 10, Vendor 11,
		Vendor 12, Vendor 13, Vendor 14, Vendor 15, Vendor 16, Vendor 17); and
	(iv)	the Target Company

To the best of the Directors' knowledge, information and belief, having made all reasonable enquiries, the Founder, the Vendors A and their ultimate beneficial owners are third parties independent of and not connected with the Company and its connected persons as at the date of this announcement.

Assets to be acquired

The 47.88% equity interest of the Target Company.

Acquisition A Consideration

Pursuant to the SPA A, the total Acquisition A Consideration payable by the Company to the Vendors A for the Acquisition A shall be approximately RMB718,171,261 (equivalent to approximately HK$857,927,388). In which, the Vendor 1, the Vendor 2, the Vendor 3, the Vendor 4, the Vendor 5, the Vendor 6, the Vendor 7, the Vendor 8, the Vendor 9, the Vendor 10, the Vendor 11, the Vendor 12, the Vendor 13, the Vendor 14, the Vendor 15, the Vendor 16 and the Vendor 17 shall receive RMB207,354,068, RMB194,786,757, RMB143,078,320, RMB53,181,080, RMB22,500,000, RMB22,275,005, RMB15,000,005, RMB11,062,499, RMB9,374,581, RMB9,085,253, RMB7,798,080, RMB7,500,000, RMB7,279,029, RMB4,500,001, RMB2,234,180, RMB937,403 and RMB225,000, respectively. The Acquisition A Consideration payable by the Company will be funded by the internal resources of the Group and banking facilities (including short-term bridge loans and long-term transferable term loans).

- 4 -

The Acquisition A Consideration was determined after arm's length negotiations between the Company and the Vendors A on normal commercial terms with reference to among others, (i) the historical financial performance of the Target Company; (ii) the business development and prospects of the Target Company in the medium to long term; (iii) the potential synergies effect between the Target Company and the Company; (iv) intangibles and resources of the Target Company such as patents, technology, customer base and brand recognition; and (v) the valuation of the 100% equity interest of the Target Company as at 31 December 2020 prepared by an independent valuer based on market approach (the "Valuation").

The Acquisition A Consideration shall be settled by the Hong Kong Company (which will become a wholly-owned subsidiary of the Company upon the reorganisation of the shareholding structure of the Target Company as per the terms and conditions of the SPA A and the SPA B) within 20 calendar days from the date of the completion of the conditions precedent of the SPA A. The Directors consider that the Acquisition A Consideration is fair and reasonable and the Acquisition A is in the interests of the Company and the Shareholders as a whole.

Conditions precedent

The obligations of the Company or the Hong Kong Company to consummate the settlement completion of the Acquisition A Consideration are subject to the satisfaction or written waiver (where permissible under applicable law) at or prior to the completion of the following conditions before the Long Stop Date of the SPA A:

After the completion of the condition precedent of (iii) below, the Hong Kong Company has obtained 100% of the equity interest of the Target Company, the reorganisation of the Target Company has been completed as described in the SPA A, and the Target Company has completed the approval filing/registration (including but not limited to the change registration of the Industrial and Commercial Bureau) in competent government authorities that is necessary for such change of shareholding, and has obtained the renewed business license;
The Vendors A have applied for and provided the Company with an appropriate bank account for collecting the Acquisition A Consideration;
The Company has completed all the internal and external approval procedures required for the Acquisition A, including but not limited to the approval of resolution of the board of directors and the general meeting (if necessary) of the Company and the approval of the Stock Exchange;

- 5 -

The internal and external approval documents required for the Acquisition A continues to be valid until the completion date of the Acquisition A Consideration;
The Vendors A have completed all the internal and external approval procedures required for the Acquisition A;
The representations and warranties made by the Vendors A in the SPA A remain true, accurate, complete and not misleading from the date of the SPA A to the completion date of the Acquisition A Consideration (both dates inclusive);
The Vendors A have fulfilled or complied with their commitments, obligations and undertakings under the SPA A that shall be fulfilled or complied by on or before the completion date of the Acquisition A Consideration;
There is no law, judgment, ruling, sentence, or litigation, arbitration, or any agreement, contract or other legal document in effect that prohibits or restricts the completion of the Acquisition A, or causes significant adverse impact to the main business owned, operated, or controlled by the group of the Target Company and the related assets, except for the circumstances that caused by the Company unilaterally;
There are no lawsuits, arbitrations, administrative penalties, or the investigation or other dispute procedures that will affect the legality of the Acquisition A, or will have any material adverse impacts to the operation or position of the group of the Target Company as stipulated in the SPA A, except for the circumstances that caused by the Company unilaterally;
From the date of the SPA A to the completion date of the Acquisition A Consideration, no occurrence of any event that will cause any material adverse impacts as stipulated in the SPA A, except for the circumstances that caused by the Company unilaterally; and
The Vendors A have issued to the Company the certificate of fulfilment of the relevant conditions precedent under the SPA A, confirming that (except for the paragraph (iii) listed above) all relevant conditions precedent have been fulfilled.

- 6 -

Completion of the Acquisition A

Subject to the terms and conditions of the SPA A, the completion of the Acquisition A shall take place after the completion of the conditions precedent of the SPA A.

Upon the completion of the Acquisition A, 47.88% equity interest of the Target Company will be indirectly owned by the Company. Together with the completion of the Acquisition B, the Target Company will be wholly-owned by the Company and become an indirect wholly-owned subsidiary of the Company. The Target Company's financial results, assets and liabilities will be consolidated into the consolidated financial statement of the Company.

If the SPA A has been terminated as per the events stipulated in the SPA A, the SPA B shall also be terminated simultaneously. All parties to the SPA A and the SPA B shall use their best endeavors to restore the equity interest of the Target Company to the status quo ante within a reasonable period. However, the SPA B shall not be terminated if the Company decided to (i) terminate the Acquisition A with any defaulted Vendor(s) as per the terms and conditions of the SPA A, and (ii) continue to proceed the Acquisition A with other non- defaulted Vendor(s).

THE SPA B

The principal terms of the SPA B are set out below:

Date	27 April 2021 (after trading hours)
Parties	(i)	the Company;
	(ii)	the Vendors B (including the Founder, the Vendor 18, the Vendor 19, the
		Vendor 20 and the Vendor 21); and
	(iii)	the Target Company

To the best of the Directors' knowledge, information and belief, having made all reasonable enquiries, the Vendors B and their ultimate beneficial owners are third parties independent of and not connected with the Company and its connected persons as at the date of this announcement.

Assets to be acquired

The 52.12% equity interest of the Target Company.

- 7 -

Acquisition B Consideration

Pursuant to the SPA B, the total Acquisition B Consideration payable by the Company to the Vendors B for the Acquisition B shall be RMB781,828,744 (equivalent to approximately HK$933,972,618), which comprises the Cash Consideration of approximately RMB234,548,621 (equivalent to approximately HK$280,191,783) and the Consideration Shares.

The Acquisition B Consideration was determined after arm's length negotiations between the Company and the Vendors with reference to among others, (i) the historical financial performance of the Target Company; (ii) the business development and prospects of the Target Company in the medium to long term; (iii) the potential synergies effect between the Target Company and the Company; (iv) intangibles and resources of the Target Company such as patents, technology, customer base and brand recognition; and (v) the Valuation of the Target Company. The Directors consider that the Acquisition B Consideration is fair and reasonable and the Acquisition B is in the interests of the Company and the Shareholders as a whole.

Cash Consideration

The total Cash Consideration shall be approximately RMB234,548,621 (equivalent to approximately HK$280,191,783), among which, RMB143,238,758, RMB25,397,025, RMB30,987,669, RMB30,987,669, and RMB3,937,500 shall be payable to the designated entities of the Founder, the Vendor 18, the Vendor 19, the Vendor 20 and the Vendor 21, respectively. The Cash Consideration shall be settled within twenty (20) Business Days from the completion of the conditions precedents of the SPA B. The Cash Consideration payable by the Company will be funded by the internal resources of the Group and banking facilities (including short-term bridge loans and long-term transferable term loans).

Consideration Shares

The remaining Acquisition B Consideration of RMB547,280,123 shall be settled by way of allotment and issuance of the Consideration Shares. The total of 67,890,014 Consideration Shares will be issued to the designated entities of the Vendors B at the Issue Price of HK$9.63 per Consideration Share within twenty (20) Business Days upon the completion of the conditions precedent of the SPA B under the General Mandate. Among which, 41,460,406, 7,351,160, 8,969,370, 8,969,370 and 1,139,708 Consideration Shares shall be allotted and issued to designated entities of the Founder, the Vendor 18, the Vendor 19, the Vendor 20 and the Vendor 21, respectively. The Issue Price represents:

a discount of approximately 2.83% to the closing price of HK$9.91 per Share as quoted on the Stock Exchange on the Last Trading Date;

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a premium of approximately 0.31% to the average closing price of HK$9.60 per Share as quoted on the Stock Exchange for the last five (5) consecutive trading days prior to the Last Trading Day; and
a premium of approximately 4.90% to the average closing price of HK$9.18 per Share as quoted on the Stock Exchange for the last ten (10) consecutive trading days prior to the Last Trading Day.

The Issue Price was determined after arm's length negotiations between the Company and the Vendors B with reference to the weighted average closing price per Share as quoted on the Stock Exchange for the last five (5) consecutive trading days up to and including the Last Trading Day. The Directors consider that the Issue Price is fair and reasonable and in the interest of the Company and the Shareholders as a whole. In case there is any Shares subdivision or stock dividend occurred prior to the settlement date of the Consideration Shares by the Company, the number of the Consideration Shares to the designated entities of the Vendors B shall be adjusted in order to maintain the original percentage of the Shares that the Vendors B are entitled.

As at the date of this announcement, the Company has 1,606,685,000 Shares in issue. The total number of 67,890,014 Consideration Shares represents:

approximately 4.23% of the total number of issued Shares as at the date of this announcement; and
approximately 4.05% of the total number of issued Shares as enlarged by the issuance and allotment of the Consideration Shares (assuming there will be no change in the total number of issued Shares between the date of the SPA B and the settlement completion of the Consideration Shares under the SPA B).

Performance Bonus

The Company agrees to pay the entities designated by the Founder, the Vendor 18, the Vendor 19, the Vendor 20 and the Vendor 21 the performance bonuses by way of allotment and issuance of Bonus Shares under the General Mandate for the performance of the Target Company in 2021 and 2022 as follows:

- 9 -

2021 Performance Bonus

For the year ending 31 December 2021, in case the audited accumulated revenue for the designated business exceeds RMB123,529,412, the Company shall pay the entities designated by the Founder, the Vendor 18, the Vendor 19, the Vendor 20 and the Vendor 21 the performance bonuses by way of allotment and issuance of the Bonus Shares as follows:

		The maximum number of the
	Bonus Shares to be allotted and issued to
	Entity
The audited revenue for the	designated by	Entity	Entity	Entity
designated business of the Target	both of the	designated	designated	designated
Company for the year ending 31	Founder and	by the	by the	by the
December 2021	Vendor 18	Vendor 19	Vendor 20	Vendor 21
Exceeds RMB123,529,412 but does
not exceed RMB140,000,000
(Note 1)	3,254,104	597,958	597,958	75,981
Exceeds RMB140,000,000 but does
not exceed RMB168,000,000
(Note 2)	3,254,104	597,958	597,958	75,981
Exceeds RMB168,000,000 (Note 3)	17,084,048	3,139,280	3,139,280	398,898

Notes:

The number of the Bonus Shares to be allotted and issued are calculated based on the formula of A×50%÷Y×(B-Y).
The number of the Bonus Shares to be allotted and issued are calculated based on the formula of A×50%÷Y×(1-Y).
The number of the Bonus Shares to be allotted and issued are calculated based on the formula of A×50%÷Y×(1-Y)+A×50%÷Y×(B-1)×C.

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4. For all formulas above:

Y = RMB1.5 billion ÷ RMB1.7 billion;

A = the Consideration Shares to be received by the entities designated by the Vendors B on the settlement completion date of the Consideration Shares under the SPA B. In case there is any Shares subdivision or stock dividend occurred prior after the settlement completion date of the Consideration Shares, the number of the Consideration Shares herein shall be adjusted in order to maintain the original percentage of the Shares that the Vendors B are entitled;

B = The group of the Target Company's audited revenue for the designated business for the financial year ending 31 December 2021 ÷ RMB140 million, but in any events, B≤1.5

C = The amount of RMB corresponding to the average closing price per Share of the Company as quoted on the Stock Exchange for the last five (5) consecutive trading days prior to the date of the SPA B (The exchange rate between HK$ and RMB shall be based on the average of the central parity rate of RMB to HK$ exchange rate of the People's Bank of China for the last five (5) working days prior to the date of the SPA B) ÷ the amount of RMB corresponding the average closing price per Share of the Company as quoted on the Stock Exchange for the last five (5) consecutive trading days prior to the date of the 2021 audit report (The exchange rate between HK$ and RMB shall be based on the average of the central parity rate of RMB to HK$ exchange rate of the People's Bank of China for the last five (5) working days prior to the issue date of the aforementioned audit report), but in any events, C≤1

- 11 -

2022 Performance Bonus

For the year ending 31 December 2022, in case the audited accumulated revenue for the designated business exceeds RMB172,941,176, the Company shall pay the entities designated by the Founder, the Vendor 18, the Vendor 19, the Vendor 20 and the Vendor 21 the performance bonuses by way of allotment and issuance of Bonus Shares as follows:

		The maximum number of the
	Bonus Shares to be allotted and issued to
	Entity
The audited revenue for the	designated by	Entity	Entity	Entity
designated business of the Target	both of the	designated	designated	designated
Company for the year ending 31	Founder and	by the	by the	by the
December 2022	Vendor 18	Vendor 19	Vendor 20	Vendor 21
Exceeds RMB172,941,176 but does
not exceed RMB196,000,000
(Note 1)	3,254,104	597,958	597,958	75,981
Exceeds RMB196,000,000 but does
not exceed RMB235,200,000
(Note 2)	3,254,104	597,958	597,958	75,981
Exceeds RMB235,200,000 (Note 3)	17,084,048	1,319,280	3,139,280	398,898

Notes:

The number of the Bonus Shares to be allotted and issued are calculated based on the formula of A×50%÷Y×(B-Y).
The number of the Bonus Shares to be allotted and issued are calculated based on the formula of A×50%÷Y×(1-Y).
The number of the Bonus Shares to be allotted and issued are calculated based on the formula of A×50%÷Y×(1-Y)+A×50%÷Y×(B-1)×C.

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4. For all formulas above:

Y = RMB1.5 billion ÷ RMB1.7 billion;

A = the Consideration Shares to be received by the entities designated by the Vendors B on the settlement completion date of Consideration Shares under the SPA B. In case there is any Shares subdivision or stock dividend occurred prior after the settlement completion date of the Consideration Shares, the number of the Consideration Shares herein shall be adjusted in order to maintain the original percentage of the Shares that the Vendors B are entitled;

B = The group of the Target Company's audited revenue for the designated business for the financial year ending 31 December 2022 ÷ RMB196 million, but in any events, B≤1.5

C = The amount of RMB corresponding to the average closing price per Share of the Company as quoted on the Stock Exchange for the last five (5) consecutive trading days prior to the date of the SPA B (The exchange rate between HK$ and RMB shall be based on the average of the central parity rate of RMB to HK$ exchange rate of the People's Bank of China for the last five (5) working days prior to the date of the SPA B) ÷ the amount of RMB corresponding the average closing price per Share of the Company as quoted on the Stock Exchange for the last five (5) consecutive trading days prior to the date of the 2022 audit report (The exchange rate between HK$ and RMB shall be based on the average of the central parity rate of RMB to HK$ exchange rate of the People's Bank of China for the last five (5) working days prior to the issue date of the aforementioned audit report), but in any events, C≤1

The relevant Bonus Shares, if applicable, shall be allotted and issued by the Company to the entities designated by the Founder, the Vendor 18, the Vendor 19, the Vendor 20 and the Vendor 21 within twenty (20) Business days after the issue of the audit report. For avoidance of doubt the maximum number of the Bonus Shares to be issued shall be 23,761,506 Shares and 23,761,506 Shares for the 2021 Performance Bonus and the 2022 Performance Bonus, respectively. For illustrative purpose only, based on the closing price of HK$9.91 per Share as quoted on the Stock Exchange on the Last Trading Date, the sum of the maximum number of Bonus Shares to be issued is approximately RMB394,234,931 (equivalent to approximately HK$470,953,049).

The maximum number of the Bonus Shares which may be issued by the Company pursuant to the SPA B is 47,523,012 Shares, representing approximately 2.96% of the existing issued share capital of the Company as of the date of this announcement, and assuming no further Shares (except for the Consideration Shares to be allotted and issued) will be issued from the signing date of the SPA B and the issue of the maximum number of the Bonus Shares, approximately 2.76% of the issued share capital of the Company as enlarged by the issue of the maximum number of the Bonus Shares and the Consideration Shares.

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Lock-up

Pursuant to the SPA B, each of the entities designated by the Founder, the Vendor 18, the Vendor 19, the Vendor 20 and the Vendor 21 agree that they will not:

for a period of twelve (12) months from the completion of the Acquisition B (the "Lock-upPeriod I"), sell, give, transfer, distribute, assign or directly or indirectly dispose of or otherwise Encumber any of the Shares (i.e. the Consideration Shares) to be issued and allotted to them pursuant to the SPA B to any third party; and
for a period of twelve (12) months from the date immediately after the expiry of the Lock-up Period I (the "Lock-upPeriod II"), sell, give, transfer, distribute, assign or directly or indirectly dispose of or otherwise Encumber more than 50% of the Shares (i.e. the Consideration Shares to be issued and allotted to them pursuant to the SPA B to any third party.

Pre-emption right

Subject to the terms and conditions of the SPA B, if, after the expiry of Lock-up Period I, the entities designated by the Founder, the Vendor 18, the Vendor 19, the Vendor 20 and the Vendor 21 respectively intends to sell, give, transfer, distribute, assign or directly or indirectly dispose of its Consideration Shares to a third party are (i) more than 1% of the total issued Shares of the Company on the date of settlement completion of the Consideration Shares, or (ii) any number of the Conversion Shares intended to be disposed provided that the relevant Vendor's designated entity has cumulatively disposed its Consideration Shares over 1% of the total issued Shares of the Company on the date of settlement completion of the Consideration Shares (the "Shareholding Reduction"), the Company or any nominee appointed by the Company enjoys pre-emption right to purchase these from the above Vendors on the same terms of the proposed Shareholding Reduction.

Conditions precedent

The obligations of the Company to consummate the completion of the Acquisition B are subject to the satisfaction or written waiver (where permissible under applicable law) at or prior to the completion of the following conditions before the Long Stop Date of the SPA B:

The SPA B has been duly signed by the parties;
The reorganisation of the Target Company has been completed as described in the SPA B;
Each of the core personnel identified in the SPA B has entered into an employee contract (stipulating that such core personnel shall work full-time at the Target Company for at least three (3) years after the date of the SPA B), a non-competition agreement, a confidentiality agreement and an intellectual property agreement with the Target Company;

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The Target Company has obtained approvals from the board of directors and the general meeting. It has also issued a letter confirming that all internal and external approvals for the Acquisition B have already been obtained;
The legal adviser of the Target Company has issued a PRC legal opinion to the Company as per the latter's prior request;
The Company has received from the Target Company and its ultimate beneficial owners the documents, information and items of the Target Company, the Hong Kong Company and the Cayman Company as stipulated in the SPA B (including qualification documents, seal, constitutional documents, financial information, relevant agreements, employee related documents, system accounts, etc);
Unless otherwise stated in the SPA B, the directors, supervisors, senior management and legal representatives of the Target Company, the Hong Kong Company and the Cayman Company have been changed to those designated by the Company, and the approval registration/filing procedures have been completed with the corresponding government authorities;
The Company has obtained the number of shares of the Cayman Company stipulated in the SPA B from the entities of the Vendors B. The Company has obtained 100% of the issued shares in Cayman Company together with the originals of the updated register of shareholders certified by the secretary company and the share certificates signed by the directors of the Cayman Company;
As at the last date of the last month prior to the Target Company and the Vendors B issuing a letter confirming that all conditions precedent of the SPA B have been fulfilled, the cash held by the Target Company (including the net value of wealth management products) shall not be less than RMB 109,048,593, and the amount of net assets of the group of the Target Company shall not be less than RMB99,980,537;
The Founder will procure the Target Company's existing shareholders to enter into an agreement terminating (the "Termination Agreement") all their rights and obligations to the Target Company with the effective date prior to the date of completion of the SPA B;

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The auditor engaged by the Company has issued a report on the financial compliance of Target Company within forty-five (45) days from the date of the SPA B, confirming that the Target Company is not subject to any substantive obstacles against the merger and acquisition by a company listed on the Stock Exchange. Otherwise, all relevant rectifications shall have been already completed (if applicable);
The representations and warranties made by the Vendors B in the SPA B remain true, accurate, complete and not misleading;
There is no law, judgment, ruling, sentence, or litigation, arbitration, or any agreement, contract or other legal document in effect that prohibits or restricts the completion of the Acquisition B, or causes significant adverse impact to the main business owned, operated, or controlled by the group of the Target Company and the related assets;
There are no lawsuits, arbitrations, administrative penalties, or the investigation or other dispute procedures that will affect the legality of the Acquisition B, or will have any material adverse impacts to the operation or position of the group of the Target Company as stipulated in the SPA B;
All parties to the SPA B (except for the Company) have fulfilled or complied with their commitments, obligations and agreements that shall be fulfilled or complied by on or before the completion date under the SPA B;
From the date of the SPA B to the completion date of the Acquisition B, no occurrence of any event that will cause material adverse impact as stipulated in the SPA B;
The Target Company shall clearly indicate in its privacy policy that it will use the personal information collected for the provision of optimised advertising services and secondary processing or integration for profitability objective;
Completion of the renewal of the lease agreement in relation to the registered address of the Shanghai Branch of the Target Company;
The ICP license of Appadhoc Technology published on the "appadhoc.com" website has been removed;

- 16 -

The Company has completed all the internal and external approval procedures required for the Acquisition B, including but not limited to the approval of resolution of the board of directors and the general meeting (if necessary) of the Company and the approval of the Stock Exchange (if necessary). The Company shall inform the Vendors B the relevant completion in writing;
In relation to payment payable to the Vendors B by the Hong Kong Company under the reorganisation stipulated in the SPA B, the Vendors B have already informed the Company in writing of any outstanding payment payable to them (if any). Other than the aforementioned outstanding payment in this paragraph, the Cayman Company and the Hong Kong Company do not have any outstanding debt liability as at the completion date of the SPA B;
The Founder has fulfilled his obligations to perform in accordance with the Termination Agreement as stipulated in the SPA B, including but not limited to providing the copy of the proof to the parties of the previous shareholders' agreement of the Target Company (including Vendors A) that the Company has directly and/or indirectly obtained control of the Hong Kong Company; and
The Vendors B have issued to the Company the certificate of fulfilment of the relevant conditions precedent under the SPA B, confirming that (except for the paragraph (xx) listed above) all relevant conditions precedent have been fulfilled.

Except for the delay caused by the Company, the Vendors B and the Target Company shall procure the conditions precedent of the SPA B be completed prior to the Long Stop Date of the SPA B. Otherwise, the Company is entitled to, among other things, terminate the SPA B unilaterally. The Target Company shall pay a termination fee of RMB10,000,000 (equivalent to approximately HK$11,946,000) to the Company or its designated entity within ten (10) Business Days upon receipt of the termination notice from the Company.

Completion of the Acquisition B

Subject to the terms and conditions of the SPA B, the completion of the Acquisition B shall take place after the completion of the conditions precedent of the SPA B.

Upon the Completion of Acquisition B, 52.12% equity interest of the Target Company will be indirectly owned by the Company. Together with the completion of the Acquisition A, the Target Company will be wholly-owned by the Company and become an indirect wholly-owned subsidiary of the Company. Its financial results, assets and liabilities will be consolidated into the consolidated financial statement of the Company.

Among other things, if the termination or alternation of the SPA A caused the Company's acquired equity interest in the Target Company below 75%, the SPA B shall be terminated. All parties to the SPA B shall fairly, reasonably and honestly restore the status quo ante of the Target Company if the SPA B is so terminated as described in this paragraph.

- 17 -

GENERAL MANDATE

RANKING AND APPLICATION FOR LISTING

The Consideration Shares and the Bonus Shares (if applicable), when allotted and issued, shall rank pari passu in all respects with the Shares in issue at the time of allotment and issuance of the Consideration Shares and Bonus Shares (if applicable) including the right to receive all dividends, distributions and other payments made or to be made, on the record date which falls on or after the date of such allotment and issuance.

An application will be made by the Company to the Listing Committee for the listing of, and permission to deal in, the Consideration Shares and the Bonus Shares (if applicable).

EFFECT ON THE SHAREHOLDING STRUCTURE

For illustrative purpose only, the following table sets out the effect of the issuance of the Consideration Shares and the maximum number of the Bonus Shares on the shareholding structure of the Company based on the total number of issued Shares as at the date of this announcement and assuming the Completion having taken place, without taking into account any other new Shares, if applicable, after the date of this announcement and before the completion of the SPA A and the SPA B and assuming the maximum number of the Bonus Shares having been allotted and issued, without taking into account any other new Shares may be issued before the allotment and issued of the maximum number of the Bonus Shares, other than the Consideration Shares to be issued.

- 18 -

					Immediately upon allotment	Immediately upon allotment and
	As at the date of	and issuance of	issuance of the maximum
Shareholders	this announcement	the Consideration Shares	number of the Bonus Shares
			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	70.21%	1,127,999,842	67.36%	1,127,999,842	65.50%
Guangzhou Mobvista (Note 1)	1,127,999,842	70.21%	1,127,999,842	67.36%	1,127,999,842		65.50%
Mr. Duan Wei (Note 2)	1,129,837,842		70.32%		1,129,837,842		67.47%	1,129,837,842	65.61%
Mr. Cao Xiaohuan (Note 3)	2,875,000		0.18%		2,875,000		0.17%	2,875,000	0.17%
Mr. Fang Zikai (Note 4)	2,818,300		0.18%		2,818,300		0.17%	2,818,300	0.16%
Mr. Song Xiaofei (Note 5)	1,022,600		0.06%		1,022,600		0.06%	1,022,600	0.06%
Connected Globe Holdings
Limited	1,821,000		0.11%		1,821,000		0.11%	1,821,000	0.11%
Public Shareholders
The Founder and the Vendor 18's
designated entity (Note 6)	N/A	N/A	48,811,566		2.91%		82,979,662	4.82%
The Vendor 19's designated entity	N/A	N/A	8,969,370		0.54%		15,247,930	0.89%
The Vendor 20's designated entity	N/A	N/A	8,969,370		0.54%		15,247,930	0.89%
The Vendor 21's designated entity	N/A	N/A	1,139,708		0.07%		1,937,504	0.11%
Other public Shareholders	468,310,258		29.15%		468,310,258		27.97%	468,310,258	27.19%

Total	1,606,685,000		100%		1,674,575,014		100%	1,722,098,026	100%

- 19 -

Notes:

Seamless Technology Limited ("Seamless"), holds 1,127,999,842 Shares in the Company, representing 70.21% of the issued shares. Seamless is wholly owned by Mobvista Co., Ltd. ("Guangzhou Mobvista"). Therefore, Guangzhou Mobvista is deemed to be interested Company), Guangzhou Huimao Investment Management Center (Limited Partnership) ("Guangzhou Mobvista"). Therefore, Guangzhou Mobvista is deemed to be interested in the 1,127,999,842 Shares held by Seamless under the SFO.
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%. 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.
2,875,000 Shares are held by CX Vision Holdings Limited, which is wholly owned by Mr. Cao.
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.
1,022,600 Shares are held by Sierra Xray Limited, which is owned by Mr. Song as to 80%.
Being the entity designated by the Founder and the Vendor 18 to receive the Consideration Shares and the Bonus Shares (if applicable).

- 20 -

INFORMATION OF THE GROUP AND THE VENDORS

The Group

The Company is principally engaged in advertising technology business, cloud computing SaaS business and data analytics business, providing SaaS tooling matrix, which includes advertising technology platform, data analysis platform, and cloud computing platform, to mobile application developers.

The Vendors

For details of the Vendors, please refer to the "definition" section below.

INFORMATION OF THE TARGET COMPANY

Target Company is a company incorporated in the PRC with limited liability in 2013 and is beneficially owned by the Vendors A and the Vendors B as at the date hereof. The Target Company is a third-party big data service provider which provides customers with advertising and user behavior analysis platforms, game statistical analysis platforms, advertising effect monitoring platforms and other big data analysis platforms, providing developers with data neutrality, algorithm science etc. The audited total asset value of the Target Company as at 31 December 2020 was approximately RMB158.9 million.

Financial information of the Target Group

Set out below is the summary of the key financial information of the Target Group:

	For the	For the
	year ended	year ended
	31 December	31 December
	2019	2020
	RMB$ million	RMB$ million
	(audited)	(audited)
Revenue	80	107
Net profit/(loss) before taxation	6	24
Net profit/(loss) after taxation	6	22

- 21 -

REASONS FOR AND BENEFITS OF THE ACQUISITIONS

Our Directors consider that the acquisition of the Target Company will bring the following benefits to the Group:

Qualification of the Target Company
- Sophisticated and rich mobile marketing technology SaaS ("Marketing Technology SaaS") industry experience and product metrics: The Target Company focuses on the complete lifecycle of the online application business, and successfully develops and commercialises rich SaaS products to support online development needs from different industries, including big data collection and mining, data security, user behavior analysis and modeling, and big data marketing automation applications.
- Leading industry position and strong brand awareness: The core products of the Target Company occupy a very high market share in their respective segments. Meanwhile, with the help of its unified and extensible Marketing Technology SaaS platform, which runs through the complete lifecycle of mobile advertising, it constantly strengthens the stickiness of users to the platform and increases their value to the Target Company.
- Positive outlook with healthy historical growth: typically, the underlying "try-and-pay"conversion rate is 25%. In 2020, the gross profit margin of the Target Company was 58% and its operating profit margin was 24%, and at the same time, it has abundant cash flow.
- Wide dataset: The Target Company analyses data from more than 700 million monthly unique devices targeted at the Chinese market, covering thousands of app developers from gaming, social, finance, e-commerce, education, live streaming, life services, mobile operators, and other vertical categories.

- 22 -

Strong Business Synergy Potential
This acquisition can effectively fulfill the Company's long-term mission of "Be the Bridge" and accelerate the implementation of the Company's long-term strategy of building integrated SaaS tooling ecosystem that revolves around the complete lifecycle needs of mobile application and empower the growth of mobile application developers. Specifically:
- SaaS business
- 1. Market expansion, improvement in full stack service capacity of tooling matrix: The Target Company has accumulated a large customer set and deep industry resources in the domestic market for many years, which can effectively make up for the Company's gaps in the domestic market due to its focus on overseas market expansion, accelerate the Company's business development in the domestic market, and the building of dual circulation in which domestic and overseas market promotes each other. The Target Company's sophisticated commercial products in measurement, analytics, creative automation, trading desk platform, advertising security, etc., improve the Company's product matrix and full-stackservice capabilities. In addition, these products will improve the Company's posture in a privacy and security centric world, better serve the development needs of marketing technology SaaS products, and enable us to reach a broader potential market.
  2. Acceleration of the commercialisation process of the Company's existing SaaS products: The strong customer-orientedSaaS product research and development teams and brand influence built from the ground up can effectively turbocharge the Company's existing product improvements and user expansion.
  3. Integration of the sales and customer management systems will increase the contact points and opportunities for cross-selling:By fully integrating the Target Company and Company's customer resources, it would provide comprehensive insight into the needs of users, and enrich the user profiles so as to enhance the potential value of each user to the Group.
  4. Integration of products and data, accelerating product iteration and development, and reducing operation and maintenance costs: The Group extends the underlying capabilities in big data and technical infrastructure for the Target Company to integrate both parties' technology and data set, which in turn can improve the efficiency of product research and development, fully enable the automation and stability of SaaS products in various scenarios, and reduce operation and maintenance costs.

- 23 -

- Programmatic Advertising Business
- 1. Market and vertical expansion: The broad coverage of traffic targeted at the domestic market and the coverage of developers across multiple vertical categories will become the entrance of our programmatic advertising business in the domestic market, rapidly improve the delivery and service capabilities of Mintegral platform in the domestic market, and lay the foundation for Mintegral to expand the overseas market of vertical categories.
  2. Data accumulation supports the improvement of programmatic advertising effects: The Target Company's deep domestic user profiles and ability to accumulate data with rich granularity and cross longer cycle will greatly improve the algorithm capabilities of our programmatic advertising platform and continue to promote the growth of our programmatic advertising business flywheel.
Fair and Efficient Transaction Structure of the Acquisitions A and B
- The Consideration Shares and the Bonus Shares to maintain the growth momentum of the Vendors B and consistent with the interests of the Group:
- 1. Consideration Shares: With the lock-up restriction to the Consideration Shares as well as the commitment to continue to be the core personnel of the Target Company, the interests of the Vendors B are in line with the Company.
  2. Bonus Shares: On top of the basic the Acquisition B Consideration, a target-oriented gradient equity incentive system (i.e. the performance bonus) is set for the Vendors B in 2021 and 2022.
- The financing scheme is flexible and extensible, which can effectively improve the Company's subsequent operability and reduce the pressure of operating cash flow management: The package includes short-termbridge loans (about 70 percent of debt financing) and long-termtransferable term loans (about 30 percent of debt financing). Flexible financing arrangement would have limited impact on the Company's operating cash flow and maintain ample cash balance at the same time.

- 24 -

As such, the management of the Company considers the Acquisitions will strengthen the Group's position for the long term growth and development in mobile advertising and data analytics services which is the major long term vision of the Company. Having considered the above reasons, the Directors (including the independent non-executive Directors) consider that the terms and conditions of the Sale and Purchase Agreements are fair and reasonable, on normal commercial terms and are in the interests of the Shareholders as a whole.

IMPLICATIONS UNDER THE LISTING RULES

As one or more of the applicable percentage ratios (as defined in Rule 14.07 of the Listing Rules) in respect of the Acquisitions are more than 5% but less than 25%, the Acquisitions constitute a discloseable transaction (in aggregate) for the Company and is subject to reporting and announcement requirements under Chapter 14 of the Listing Rules.

DEFINITIONS

Unless otherwise specified, the following terms have the following meanings in this announcement:

"Acquisition A"	the proposed acquisition of the 52.12% equity interest in the
	Target Company by the Company from the Vendors A pursuant
	to the terms and conditions of the SPA A
"Acquisition B"	the proposed acquisition of the 47.88% equity interest in
	the Target Company by the Company from the Vendors B
	pursuant to the terms and conditions of the SPA B
"Acquisitions"	the Acquisition A and the Acquisition B
"Acquisition A	RMB718,171,261
Consideration"
"Acquisition B	comprising the aggregate of the Cash Consideration
Consideration"	and the Consideration Shares, totaling to an amount of
	RMB781,828,744

- 25 -

"Board"	the board of Directors
"Bonus Shares"	the maximum of 47,523,012 Bonus Shares to be allotted and
	issued by the Company to the entities designated by each of
	the Vendors B
"Business Days"	the normal business days of commercial banks in the PRC,
	Hong Kong Special Administrative Region of the PRC,
	Cayman Islands and British Virgin Islands, except for
	statutory holidays and Saturdays in the superseding regions
"Cash Consideration"	a total of RMB234,548,621 of which is payable to the Vendors
	B under the SPA B
"Cayman Company"	a company incorporated in the Cayman Islands with limited
	liability and will be directly wholly owned by the Company
	upon the completion of the SPA B
"Company"	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
"Completions"	the completion of the Acquisition A and the Acquisition B in
	accordance with the terms of the SPA A and the SPA B
"connected person(s)"	has the meaning ascribed thereto under the Listing Rules
"Consideration Shares"	a total of 67,890,014 new Shares to be issued and allotted by
	the Company at the Issue Price as part of the Acquisition B
	Consideration, 41,460,406, 7,351,160, 8,969,370, 8,969,370
	and 1,139,708 Shares of which will be issued to the entities
	designated by the Founder, the Vendor 18, the Vendor 19, the
	Vendor 20 and the Vendor 21, respectively
"Director(s)"	director(s) of the Company
"Encumber"	to create or grant any Encumbrance

- 26 -

"Encumbrance"	any mortgage, charge, pledge, lien (otherwise than arising by
	statute or operation of law), option, restriction, hypothecation,
	assignment, right of first refusal, right of pre-emption,
	third-party right or interest, other encumbrance, priority or
	security interest of any kind, or any other type of preferential
	arrangement (including, without limitation, a title transfer
	or retention arrangement) having similar effect, and any
	agreement or obligation to create or grant any of the aforesaid
"Founder"	Bai Dongli (白冬立), being one of the Vendors who owns
	31.8308% equity interest in the Target Company as at the date
	of this announcement
"General Mandate"	the general mandate granted to the Directors at the annual
	general meeting of the Company held on 16 June 2020 to
	allot, issue and/or deal with the Shares not exceeding 20% of
	the total number of issued Shares at the date of passing the
	relevant resolutions
"Group"	the Company and its subsidiaries
"HK$"	Hong Kong dollar, the lawful currency of Hong Kong
"Hong Kong"	the Hong Kong Special Administrative Region of PRC
"Hong Kong Company"	a company incorporated in Hong Kong with limited liability
	and will be indirectly wholly owned by the Company upon
	the reorganisation of the shareholding structure of the Target
	Company as per the terms and conditions of the SPA A
"Issue Price"	HK$9.63 per Consideration Share
"Last Trading Date"	27 April 2021, being the last trading day immediately before
	the entering into the SPA B
"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

- 27 -

"Long Stop Date of the	30 November 2021, or such other date as may be agreed by
SPA A"	the Company and the Vendors A in writing
"Long Stop Date of the	31 October 2021, or such other date as may be agreed by the
SPA B"	Company and the Vendors B in writing
"PRC"	the People's Republic of China and for the purposes of this
	announcement, excluding Hong Kong, the Macau Special
	Administrative Region of the People's Republic of China and
	Taiwan
"RMB"	Renminbi, the lawful currency of the PRC
"Sale and Purchase	The SPA A and the SPA B
Agreements"
"SFO"	the Securities and Futures Ordinance (Chapter 571 of the laws
	of Hong Kong)
"Share(s)"	ordinary share(s) in the capital of the Company
'Shareholder(s)"	the shareholders of the Company
"SPA A"	the sale and purchase agreement dated 27 April 2021 entered
	into between the Company, the Founder and the Vendors A in
	respect of the Acquisition A
"SPA B"	the sale and purchase agreement dated 27 April 2021 entered
	into between the Company and the Vendors B in respect of the
	Acquisition B
"Stock Exchange"	The Stock Exchange of Hong Kong Limited

- 28 -

"Target Company"	Beijing Reyun Technology Co., Ltd.* (北京熱雲科技有限公
	司), a company established in the PRC with limited liability,
	which is respectively owned by the Vendor 1, the Vendor 2,
	the Vendor 3, the Vendor 4, the Vendor 5, the Vendor 6, the
	Vendor 7, the Vendor 8, the Vendor 9, the Vendor 10, the
	Vendor 11, the Vendor 12, the Vendor 13, the Vendor 14, the
	Vendor 15 the , the Vendor 16, the Vendor 17, the Vendor 18,
	the Vendor 19, the Vendor 20, the Vendor 21 and the Founder
	as to 13.8236%, 12.9858%, 9.5386%, 3.5454%, 1.5%,
	1.4850%, 1.0%, 0.7375%, 0.6250%, 0.6057%, 0.5199%,
	0.50%, 0.4853%, 0.30%, 0.1489%, 0.0625%, 0.0150%,
	5.6438%, 6.8861%, 6.8861%, 0.8750%, 31.8308%, as at the
	date of this announcement, respectively
"Target Group"	the Target Company and its subsidiaries
"Vendors A"	collectively, Vendor 1,Vendor 2,Vendor 3,Vendor 4,Vendor
	5,Vendor 6,Vendor 7,Vendor 8,Vendor 9,Vendor 10,Vendor
	11,Vendor 12,Vendor 13,Vendor 14,Vendor 15,Vendor 16
	and Vendor 17
"Vendors B"	collectively, Vendor 18, Vendor 19, Vendor 20 and Vendor 21
	and the Founder
"Vendor 1"	Tianjin Teda Technology Investment Co., Ltd.* (天津泰
	達科技投資股份有限公司), 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 total 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% interest.
"Vendor 2"	Suzhou Industrial Park Linkage Hanli Venture Capital
	Partnership (Limited Partnership)* (蘇州工業園區凌志漢理
	創業投資合夥企業(有限合夥)), 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 and its
	general partner is Shanghai Hanli Prospect Investment
	Management Co., Ltd.* (上海漢理前景投資管理有限公司)

- 29 -

"Vendor 3"	Beijing Xingshi Investment Management Center (Limited
	Partnership)* (北京星實投資管理中心(有限合夥)), a PRC
	established limited partnership principally engaged in the
	investment business. As at the date of this announcement, it
	holds approximately 9.5386% equity interest in the Target
	Company and its general partner is Beijing Xingyuan
	Innovation Equity Investment Fund Management Co., Ltd.*
	(北京星元創新股權投資基金管理有限公司)
"Vendor 4"	Shanghai Hanli Qianjun Venture Capital Partnership (Limited
	Partnership)* (上海漢理前駿創業投資合夥企業(有限
	合夥)), a PRC established limited partnership principally
	engaged in the investment business. As at the date of this
	announcement, it holds approximately 3.5454% equity interest
	in the Target Company and its general partner is Shanghai
	Hanli Prospect Investment Management Co., Ltd.* (上海漢理
	前景投資管理有限公司)
"Vendor 5"	Dongzheng Xia De Investment Partnership (Limited
	Partnership) in Ningbo Meishan Free Trade Port Zone* (寧
	波梅山保稅港區東證夏德投資合夥企業(有限合夥)), a
	PRC established limited partnership principally engaged in
	the investment business. As at the date of this announcement,
	it holds approximately 1.5% equity interest in the Target
	Company and its general partner is Orient Securities Capital
	Investment Co., Ltd. (上海東方證券資本投資有限公司)
"Vendor 6"	Guangzhou Zhengda Venture Capital Partnership (Limited
	Partnership)* (廣州正達創業投資合夥企業(有限合夥)), a
	PRC established limited partnership principally engaged in
	the investment business. As at the date of this announcement,
	it holds approximately 1.4850% equity interest in the Target
	Company and its general partner is Tianjin Hidea Venture
	Capital Management Co., Ltd.* (天津海達創業投資管理有
	限公司)
"Vendor 7"	Hangzhou Hanli Qianxiu Venture Capital Partnership (Limited
	Partnership)* (杭州漢理前秀創業投資合夥企業(有限
	合夥)), a PRC established limited partnership principally
	engaged in the investment business. As at the date of this
	announcement, it holds approximately 1.0% equity interest in
	the Target Company and its general partner is Shanghai Hanli
	Prospect Investment Management Co., Ltd.* (上海漢理前景
	投資管理有限公司)

- 30 -

"Vendor 8"	Su Changmao (蘇昌茂), being one of the Vendors who owns
	0.7375% equity interest in the Target Company as at the date
	of this announcement
"Vendor 9"	Hou Zhuo (侯琢), being one of the Vendors who owns
	0.6250% equity interest in the Target Company as at the date
	of this announcement
"Vendor 10"	Rao Gang (饒鋼), being one of the Vendors who owns
	0.6057% equity interest in the Target Company as at the date
	of this announcement
"Vendor 11"	Shanghai Hanli Qianye Venture Capital Partnership (Limited
	Partnership)* (上海漢理前鄴創業投資合夥企業(有限
	合夥)), a PRC established limited partnership principally
	engaged in the investment business. As at the date of this
	announcement, it holds approximately 0.5199% equity interest
	in the Target Company and its general partner is Shanghai
	Hanli Prospect Investment Management Co., Ltd.* (上海漢理
	前景投資管理有限公司)
"Vendor 12"	Jiaxing Hanchao Equity Investment Partnership (Limited
	Partnership)* (嘉興漢超股權投資合夥企業(有限合夥)), a
	PRC established limited partnership principally engaged in
	investment business. As at the date of this announcement,
	it holds approximately 0.50% equity interest in the Target
	Company and its general partner is Hangzhou Puchao
	Investment Management Co., Ltd.* (杭州普超投資管理有限
	公司)
"Vendor 13"	Zhan Chuan (詹川), being one of the Vendors who owns
	0.4853% equity interest in the Target Company as at the date
	of this announcement
"Vendor 14"	Guo Wei (郭煒), being one of the Vendors who owns 0.30%
	equity interest in the Target Company as at the date of this
	announcement

- 31 -

"Vendor 15"Ningbo Meishan Free Trade Port Zone Xingre Enterprise

Management Partnership (Limited Partnership)* (寧波梅山保稅港區星熱企業管理合夥企業( 有限合夥)), a

PRC established limited partnership principally engaged in enterprise management business. As at the date of this announcement, it holds approximately 0.1489% equity interest

in the Target Company and its general partner is Shanghai Fugong Enterprise Management Co. Ltd.* (上海復耕企業管理有限公司)

"Vendor 16"Yang Tao (楊濤), being one of the Vendors who owns 0.0625% equity interest in the Target Company as at the date of this announcement

"Vendor 17"Huoerguosi Dadao Venture Capital Co., Ltd.* (霍爾果斯達到創業投資有限公司), a PRC company principally engaged

in investment business. As at the date of this announcement, it holds approximately 0.0150% equity interest in the Target

Company and it is wholly-owned by Tianjin Hidea Venture Capital Management Co., Ltd.* (天津海達創業投資管理有限公司). Zhou Liwei (周莉微) , Wang Wengang (王文剛),

Liu Jie (劉杰), Hu Deyuan (胡德源) and Jiang Huiming (蔣惠明) are the beneficial owners of Tianjin Hidea Venture Capital Management Co., Ltd.

"Vendor 18"Beijing Reyun Information Technology Center (Limited Partnership)* (北京熱雲信息技術中心(有限合夥)), a

PRC established limited partnership principally engaged in provision of IT consulting. As at the date of this announcement, it holds approximately 5.6438% equity interest in the Target Company and its general partner is the Founder

"Vendor 19"Zhang Lili (張麗麗), being one of the Vendors who owns 6.8861% equity interest in the Target Company as at the date of this announcement

"Vendor 20"Huang Jian (黃建), being one of the Vendors who owns 6.8861% equity interest in the Target Company as at the date of this announcement

- 32 -

"Vendor 21"Chongqing Rehongyun Technology Partnership (Limited Partnership)* (重慶熱宏雲科技合夥企業(有限合夥)), a

PRC established limited partnership principally engaged in the software business. As at the date of this announcement, it holds approximately 0.8750% equity interest in the Target Company and its general partner is Yu Jiang (姜宇)

"%"

per cent

For the illustration purpose of this announcement, the exchange rate of RMB1.00 = HK$1.1946 have been used for currency translation.

By order of the Board

Mobvista Inc.

DUAN Wei

Chairman

Guangzhou, the PRC, 28 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.

* for identification purpose only

If there is any inconsistency in this announcement between the English and Chinese versions, the English versions shall prevail.

- 33 -

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Mobvista Inc. published this content on 28 April 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 28 April 2021 00:26:04 UTC.

Market Closed - Hong Kong S.E. Other stock markets 04:08:20 2024-05-14 EDT			5-day change	1st Jan Change
3.02 ^HKD	-1.63%		+10.62%	+4.14%

03-15	Mobvista Inc. Reports Earnings Results for the Full Year Ended December 31, 2023	CI
2023	Mobvista Unit Renews Lease for Office Premises in China	MT

Mobvista Inc. Reports Earnings Results for the Full Year Ended December 31, 2023	03-15	CI
Mobvista Unit Renews Lease for Office Premises in China	12-26	MT
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Mobvista Awaiting Regulatory Clearance for Purchase of Beijing Reyun Technology	11-09	MT
Mobvista Asks Chinese Court to Quash Second Arbitration Award Concerning Beijing Reyun Buyout	23-09-20	MT
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Mobvista Inc. Reports Earnings Results for the Half Year Ended June 30, 2023	23-08-15	CI
Mobvista Launches HK$150 Million Share Buyback Plan	23-06-20	MT
Mobvista Inc. commences an Equity Buyback Plan for 162,772,216 shares, representing 10% of its issued share capital, under the authorization approved on June 15, 2023.	23-06-15	CI
Mobvista Inc.'s Equity Buyback announced on July 6, 2022, has expired.	23-06-14	CI
Mobvista's Attributable Profit Falls in Q1	23-05-16	MT
Mobvista Inc. Reports Earnings Results for the First Quarter Ended March 31, 2023	23-05-15	CI
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Correction: Mobvista Swings to Profit in 2022	23-04-12	MT
Mobvista Posts 13% Rise in Q1 Revenue	23-04-06	MT
Mobvista Inc. Announces Unaudited Revenue Results for the First Quarter Ended March 31, 2023	23-04-06	CI
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Mobvista Inc. Reports Earnings Results for the Full Year Ended December 31, 2022	23-03-30	CI

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Mobvista Inc.

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