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)

PLACING OF EXISTING SHARES

AND

TOP-UP SUBSCRIPTION OF

NEW SHARES UNDER THE GENERAL MANDATE

Placing Agent

THE PLACING

On 13 April 2021 (before trading hours of the Stock Exchange), the Company, the Vendor and the Placing Agent entered into the Placing and Subscription Agreement pursuant to which: (a) the Vendor has agreed to appoint the Placing Agent, and the Placing Agent have agreed, to procure, as agent of the Vendor, purchasers to purchase, on a best effort basis, an aggregate of 72,481,000 existing Shares at the Placing Price; and (b) the Vendor has agreed to subscribe for, and the Company has agreed to issue to the Vendor, an aggregate of 72,481,000 new Shares at the Subscription Price (being the same as the Placing Price), in each case upon the terms and subject to the conditions set out in the Placing and Subscription Agreement. The Placing is subject to certain conditions set out below under the paragraph headed "Conditions of the Placing" below. The Subscription is subject to certain conditions set out below under the paragraph headed "Conditions of the Subscription" below.

- 1 -

The Placing Price is HK$5.90 per Share (exclusive of stamp duty, brokerage, Stock Exchange trading fees and SFC transaction levies), which represents: (i) a discount of approximately 8.81% to the closing price of HK$6.47 per Share as quoted on the Stock Exchange on 12 April 2021, being the last trading date immediately prior to the date of the Placing and Subscription Agreement; and (ii) a discount of approximately 8.21% to the average closing price of approximately HK$6.43 per Share as quoted on the Stock Exchange for the last five consecutive trading days immediately prior to 12 April 2021.

The number of the Subscription Shares (being equivalent to the number of the Sale Shares) represents: (a) approximately 4.72% of the total number of Shares in issue as at the date of this announcement; and (b) approximately 4.51% of the enlarged total number of Shares in issue upon the completion of the Subscription (assuming there will be no change to the total number of Shares in issue from the date of this announcement to the completion of the Subscription).

THE PLACEE

It is expected that the Sale Shares will be placed to one placee, being GIC, which is an existing shareholder of the Company. GIC is a global investment management company established in 1981 to manage Singapore's foreign reserves. GIC invests internationally in equities, fixed income, foreign exchange, commodities, money markets, alternative investments, real estate and private equity.

GENERAL MANDATE TO ISSUE THE SUBSCRIPTION SHARES

The Subscription Shares will be allotted and issued pursuant to the General Mandate granted to the Directors to allot, issue and deal with Shares by resolution of the shareholders of the Company passed at the AGM. Under such General Mandate, the Company is authorized to issue up to 306,840,800 Shares. Save for the Subscription Shares and subject to a maximum of 41,978,339 Shares (subject to adjustment) which may be issued pursuant to the Convertible Bonds, no Shares have been issued under the General Mandate as of the date of this announcement since it was granted. The Subscription is not subject to approval by the Shareholders of the Company. An application will be made by the Company to the Listing Committee of the Stock Exchange for the approval for the listing of, and permission to deal in, the Subscription Shares.

USE OF PROCEEDS

The net proceeds to be received by the Company from the Subscription, after deducting related fees and expenses, are estimated to be approximately HK$425.9 million. The Company intends to apply the net proceeds from the Subscription for the development and expansion of Cloud Business Unit and SaaS tooling matrix of the Group.

- 2 -

The completion of the Placing and/or the Subscription is subject to the satisfaction of the conditions precedent set out in the Placing and the Subscription Agreement. As the completion of the Placing and/or the Subscription may or may not take place, Shareholders and potential investors of the Company are advised to exercise caution when dealing in the securities of the Company.

THE PLACING AND SUBSCRIPTION AGREEMENT

Date:

13 April 2021 (before trading hours of the Stock Exchange)

Parties:

(i)

the Vendor;

(ii)

the Company; and

(iii)

the Placing Agent.

The Vendor

As at the date of this announcement, the Vendor holds an aggregate of 1,127,999,842 Shares, including the Sale Shares, representing approximately 73.52% of the total number of Shares in issue as at the date of this announcement.

The Placing Agent

To the best of the knowledge, information and belief of the Directors, having made all reasonable enquiries, the Placing Agent and its ultimate beneficial owners: (a) are independent of, and not connected with, the Vendor, 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.

Details of the Placing and the Subscription are set out below:

  1. THE PLACING
    The Placing and the Number of the Sale Shares
    The Vendor has agreed to appoint the Placing Agent, and the Placing Agent has agreed, to procure, as agent of the Vendor, purchasers to purchase, on a best effort basis, an aggregate of 72,481,000 existing Shares at the Placing Price, in each case upon the terms and subject to the conditions set out in the Placing and Subscription Agreement.

- 3 -

Placees

The choice of the placees for the Sale Shares is determined solely by the Placing Agent, subject to the requirements of the Listing Rules. It is expected that the Sale Shares will not be placed to any connected person of the Company.

It is also expected that the Sale Shares will be placed to one placee, being GIC, which is an existing shareholder of the Company. GIC is a global investment management company established in 1981 to manage Singapore's foreign reserves. GIC invests internationally in equities, fixed income, foreign exchange, commodities, money markets, alternative investments, real estate and private equity.

To the best of the knowledge, information and belief of the Directors, having made all reasonable enquiries, and save for its existing interest in the Company, the Placee and its ultimate beneficial owners: (a) are independent of, and not connected with, the Company and their respective associates and connected persons; and (b) is independent of, and not acting in concert with, the Vendor, their respective associates and persons acting in concert with the Vendor.

The Vendor and the Company have not been, and will not be, involved in screening or selecting the Placee unless such involvement is strictly limited to due diligence enquiries by the Placing Agent regarding the independence of the Placee.

Immediately after the completion of the Placing, it is expected that the Placee will not become a substantial shareholder of the Company.

Placing Price

The Placing Price is HK$5.90 per Share (exclusive of stamp duty at the rate of 0.1%, brokerage, Stock Exchange trading fees of 0.005% and SFC transaction levies of 0.0027%), which represents: (i) a discount of approximately 8.81% to the closing price of HK$6.47 per Share as quoted on the Stock Exchange on 12 April 2021, being the last trading date immediately prior to the date of the Placing and Subscription Agreement; and (ii) a discount of approximately 8.21% to the average closing price of approximately HK$6.43 per Share as quoted on the Stock Exchange for the last five consecutive trading days immediately prior to 12 April 2021. The aggregate nominal value of the Placing Shares amounts to US$724,810.

- 4 -

The Placing Price has been determined with reference to the prevailing market price of the Shares and has been negotiated on an arm's length basis among the Company, the Vendor and the Placing Agent. The Directors consider that the Placing Price and the terms and conditions of the Placing and Subscription Agreement are fair and reasonable and are in the interests of the Company and the Shareholders as a whole.

Lock-Up Undertakings

Pursuant to the Placing and Subscription Agreement, the Vendor shall not, and shall procure that none of its nominees, any person controlled by it, any trust associated with it or any person acting on its or their behalf shall, without the prior written consent of the Placing Agent, (i) offer, sell, contract to sell, pledge, lend, grant any option over, make any short sale or otherwise dispose of (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the Vendor or any Affiliate of the Vendor or any person in privity with the Vendor or any Affiliate of the Vendor), directly or indirectly, any equity securities of the Company or any securities convertible into, or exercisable, or exchangeable for, equity securities of the Company, (ii) enter into any swap or similar agreement that transfers, in whole or in part, the economic risk of ownership of such Shares, whether any such transaction described in (i) or (ii) above is to be settled by delivery of Shares or such other securities, in cash or otherwise, or (iii) publicly announce an intention to effect any such transaction, for a period beginning on the date of the Placing and Subscription Agreement and ending on the date which is 90 days after the Closing Date. The foregoing shall not apply to the sale of the Shares under the Placing and Subscription Agreement.

Pursuant to the Placing and Subscription Agreement, the Company shall not, and the Vendor shall procure that the Company will not, without the prior written consent of the Placing Agent, (i) effect or arrange or procure placement of, allot or issue or offer to allot or issue or grant any option, right or warrant to subscribe for, or enter into any transaction which is designed to, or might reasonably be expected to, result in any of the aforesaid (whether by actual disposition or effective economic disposition due to cash settlement or otherwise), directly or indirectly, any equity securities of the Company or any securities convertible into, or exercisable, or exchangeable for, equity securities of the Company, or (ii) enter into any swap or similar agreement that transfers, in whole or in part, the economic risk of ownership of such Shares, whether any such transaction described in (i) or (ii) above is to be settled by delivery of Shares or such other securities, in cash or otherwise, or (iii) publicly announce an intention to effect any such transaction, for a period beginning on the date of the Placing and Subscription Agreement and ending on the date which is 90 days after the Closing Date. The foregoing shall not apply to (1) the issue of the Subscription Shares under the Placing and Subscription Agreement and (2) the issue of Shares pursuant to (A)

- 5 -

the employee restricted share unit scheme of the Company adopted on 27 September 2018 and amended on 19 November 2019; (B) the management restricted share unit scheme of the Company adopted on 19 November 2018; (C) the share option scheme of the Company adopted on 30 October 2018; (D) bonus or scrip dividend or similar arrangements which provide for the allotment of Shares in lieu of the whole or part of a dividend on Shares of the Company in accordance with its articles of association; or

  1. exercise of the conversion right attached to the Convertible Bonds issued by the Company.

Expenses

Under the Placing and Subscription Agreement, the Company and the Vendor shall each be responsible for its own expenses, including legal fees and fees of other advisers, in connection with the Placing and Subscription Agreement.

The Company and the Vendor shall, promptly upon request and irrespective of whether each of the Placing and the Subscription is completed, reimburse the Placing Agent for all travel and other out-of-pocket expenses properly incurred by it in connection with the execution of its obligations under the Placing and Subscription Agreement (including, without limitation, printing, postage and telecommunications costs, and fees and expenses of the Placing Agent's lawyers and other advisers).

Conditions of the Placing

Completion of the Placing is conditional upon the fulfilment of the following conditions:

  1. before completion of the Placing, there shall not have occurred:
    1. any material adverse change, or any development reasonably likely to involve a material adverse change, in the condition, financial or otherwise, or in the earnings, assets, business, operations or prospects of the Company, or the Company and its subsidiaries taken as a whole; or
    2. any suspension or limitation of trading (a) in any of the Company's securities by the Stock Exchange (save and except for any trading halt in relation to the Placing and the Subscription), or (b) generally on the Stock Exchange, the Shanghai Stock Exchange, the Shenzhen Stock Exchange, the Tokyo Stock Exchange, the London Stock Exchange, the New York Stock Exchange or the Nasdaq National Market; or

- 6 -

  1. any outbreak or escalation of hostilities or other state of emergency or calamity or crisis or lock-down, act of terrorism, diseases or epidemics or pandemics including, but not limited to, Severe Acute Respiratory Syndromes (SARS), H1N1, H5N1 and COVID-19, the declaration by Hong Kong, the Cayman Islands, the British Virgin Islands, the People's Republic of China (the PRC), Japan, Singapore, the United States, the United Kingdom or any other member of the European Economic Area (the EEA) of a national emergency or war or other calamity or crisis; or
  2. any material disruption in commercial banking or securities settlement or clearance services in Hong Kong, the Cayman Islands, the British Virgin Islands, the PRC, Japan, Singapore, the United States, the United Kingdom or any other member of the EEA and/or a general moratorium on commercial banking activities having been declared by the relevant authorities in Hong Kong, the Cayman Islands, the British Virgin Islands, the PRC, Japan, Singapore, the United States, the United Kingdom or any member of the EEA; or
  3. any material adverse change or development involving a prospective material adverse change in or affecting the financial markets in Hong Kong, the Cayman Islands, the British Virgin Islands, the PRC, Japan, Singapore, the United States, the United Kingdom or any member of the EEA or in international financial, political or economic conditions, currency exchange rates, exchange controls or taxation,

that, in the sole judgment of the Placing Agent, would make the placement of the Sale Shares or the enforcement of contracts to purchase the Sale Shares impracticable or inadvisable, or would materially prejudice trading of the Sale Shares in the secondary market;

  1. the representations and warranties made by any of the Company and the Vendor pursuant to the Placing and Subscription Agreement being true and accurate and not misleading as of the date of the Placing and Subscription Agreement and the Closing Date; and
  2. each of the Company and the Vendor having complied with all of the agreements and undertakings and satisfied all of the conditions on its part to be complied with or satisfied under the Placing and Subscription Agreement on or before the Closing Date.

- 7 -

The Placing Agent in its sole discretion may waive any of the foregoing conditions, in whole or in part and with or without conditions, by notice to the Company and the Vendor.

Completion of the Placing

Completion of the Placing shall take place on the second Business Days after the date of the Placing and Subscription Agreement or at such other time and/or date as the Vendor and the Placing Agent agree.

2. THE SUBSCRIPTION Subscription Shares

The Vendor has agreed to subscribe for, and the Company has agreed to issue to the Vendor, an aggregate of 72,481,000 new Shares (being equivalent to the number of the Sale Shares sold by the Vendor pursuant to the Placing) at the Subscription Price (being the same as the Placing Price), in each case upon the terms and subject to the conditions set out in the Placing and Subscription Agreement.

The number of the Subscription Shares represents: (a) approximately 4.72% of the total number of Shares in issue as at the date of this announcement; and (b) approximately 4.51% of the enlarged total number of Shares in issue upon the completion of the Subscription (assuming there will be no change to the total number of Shares in issue from the date of this announcement to the completion of the Subscription). The aggregate nominal value of the Subscription Shares amounts to US$724,810.

Rights and Ranking of the Subscription Shares

The Subscription Shares will be free from all pledges, liens, charges and encumbrances, equities, securities interests or other claims on the terms and subject to the constitutional documents of the Company and the conditions set out in the Placing and Subscription Agreement. The Subscription Shares will, when fully paid, rank pari passu in all respects with the other Shares in issue or to be issued by the Company on or prior to the date of completion of the Subscription including the rights to all dividends and other distributions declared, made or paid on or after the date of allotment of the Subscription Shares.

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General Mandate to Issue the Subscription Shares

The Subscription Shares will be allotted and issued pursuant to the General Mandate granted to the Directors to allot, issue and deal with Shares by resolution of the shareholders of the Company passed at the AGM. The issue of the Subscription Shares is not subject to the approval of the Shareholders. The Subscription Shares will be allotted and issued pursuant to the General Mandate granted to the Directors to allot, issue and deal with Shares by the resolution of the Shareholders passed at the AGM which authorised the Directors to allot and issue a maximum of 306,840,800 Shares. As at the date of this announcement, save for the Subscription Shares and subject to a maximum of 41,978,339 Shares (subject to adjustment) which may be issued to pursuant to the Convertible Bonds, (a) no portion of the General Mandate has been utilised; (b) the Company has not allotted and issued any Shares pursuant to the General Mandate; and (c) the General Mandate is sufficient for the allotment and issue of the Subscription Shares. The Company has not repurchased any Shares since the AGM.

The Subscription Price

The Subscription Price is the same as the Placing Price.

The Subscription Price was determined with reference to the prevailing market price of the Shares and was negotiated on an arm's length basis among the Company, the Vendor and the Placing Agent. The Directors consider that the Subscription Price and the terms and conditions of the Placing and Subscription Agreement are fair and reasonable and are in the interests of the Company and the Shareholders as a whole.

The gross proceeds from the Subscription are expected to be approximately HK$427.6 million. The net proceeds from the Subscription (after deducting all costs and expenses incurred by and to be borne by the Vendor and the Company respectively (including the Placing Agent's commission, the stamp duty, the Stock Exchange trading fee and the SFC transaction levy), in connection with the Placing and the Subscription) are expected to be approximately HK$425.9 million. The net Subscription Price, after deducting such fees, costs and expenses, is therefore approximately HK$5.88.

- 9 -

Conditions of the Subscription

The completion of the Subscription is conditional upon: (a) the Listing Committee of the Stock Exchange granting 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.

Application will be made by the Company to the Listing Committee of the Stock Exchange for the approval for the listing of, and the permission to deal in, the Subscription Shares. In the event that the conditions are not fulfilled within 14 days after the date of the Placing and Subscription Agreement (or such later date as may be agreed among the parties), the obligations and liabilities of the Vendor and the Company under the Subscription shall be null and void and neither the Company nor the Vendor shall have any claim against the other for costs, damages, compensation or otherwise.

Completion of the Subscription

Completion of the Subscription will take place on the second Business Day after the date upon which the last of the conditions of the Subscription has been satisfied, provided that it shall take place on a date no later than fourteen (14) days after the date of the Placing and Subscription Agreement, or at such other time and/or date as the Company, the Vendor and the Placing Agent may agree in writing.

Under Rule 14A.92(4) of the Listing Rules, the Subscription must be completed no later than a date falling fourteen (14) days after the date of the Placing and Subscription Agreement. If the Subscription is to be completed thereafter, it will constitute a connected transaction under the Listing Rules and require compliance with all the relevant requirements under Chapter 14A of the Listing Rules, including but not limited to the issue of a separate announcement and approval by the independent Shareholders (being Shareholders other than the Vendor, their respective ultimate beneficial owners and their respective associates) before the Subscription can proceed.

- 10 -

REASONS FOR AND BENEFITS OF THE PLACING AND USE OF PROCEEDS

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 Directors consider that the Placing and the Subscription represent an opportunity to raise additional funding for the business operations, drive the development and expansion of Cloud Business Unit and SaaS tooling matrix of the Company and will strengthen the Company's financial position, and enlarge public shareholders' base of the Company which may in turn enhance the liquidity of the Shares, and provide working capital to the Company to meet any financial obligations.

The Directors consider that the Placing and Subscription Agreement is entered into upon normal commercial terms following arm's length negotiations among the Company, the Vendor and the Placing Agent and the terms of the Placing and Subscription Agreement (including the Placing Price and the Subscription Price) are fair and reasonable and are in the interests of the Company and the Shareholders as a whole.

USE OF PROCEEDS

The gross proceeds from the Subscription are expected to be approximately HK$427.6 million. The net proceeds from the Subscription (after deducting all costs and expenses incurred by and to be borne by Vendor and the Company respectively (including the Placing Agent' commission, the stamp duty, the Stock Exchange trading fee and the SFC transaction levy), in connection with the Placing and the Subscription) are expected to be approximately HK$425.9 million.

The Company intends to apply the net proceeds from the Subscription for the development and expansion of Cloud Business Unit and SaaS tooling matrix of the Group.

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EFFECT ON SHAREHOLDING STRUCTURE OF THE COMPANY

As at the date of this announcement, the Vendor holds an aggregate of 1,127,999,842 Shares (representing approximately 73.52% of the total number of Shares in issue as at the date of this announcement). Upon the completion of the Placing, the Vendor will hold an aggregate of 1,055,518,842 Shares (representing approximately 68.80% of the total number of Shares in issue upon the completion of the Placing assuming the Sale Shares are fully placed and there will be no change to the total number of Shares in issue from the date of this announcement to the completion of the Placing). Upon the completion of the Placing and the Subscription, the Vendor will hold an aggregate of 1,127,999,842 Shares (representing approximately 70.21% of the enlarged total number of Shares in issue upon the completion of the Subscription assuming the Sale Shares are fully placed and the Subscription Shares are fully subscribed for and there will be no change to the total number of Shares in issue from the date of this announcement to the completion of the Placing and the Subscription).

Assuming that the Sale Shares are placed and the Subscriptions Shares are fully subscribed for under the Placing and Subscription Agreement and that there will be no change to the total number of Shares in issue from the date of this announcement to the completion of the Placing and the Subscription, the shareholding structure of the Company immediately before and after the completion of the Placing and the Subscription will be as follows:

Immediately after the completion

Immediately after the completion

of the Placing but before

of the Placing and the completion

Shareholders

As at the date of this announcement

the completion of the Subscription

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 (Note 1)

1,127,999,842

73.52%

1,055,518,842

68.80%

1,127,999,842

70.21%

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

2,875,000

0.19%

2,875,000

0.19%

2,875,000

0.18%

Mr. Fang Zikai

2,818,300

0.18%

2,818,300

0.18%

2,818,300

0.18%

Mr. Song Xiaofei

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 (Note 3)

395,829,258

25.80%

468,310,258

30.52%

468,310,258

29.15%

Total

1,534,204,000

100%

1,534,204,000

100%

1,606,685,000

100%

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Notes:

  1. Seamless Technology Limited ("Seamless"), holds 1,127,999,842 Shares in the Company, representing 73.52% of the issued shares. 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%. 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.
  3. To the best knowledge and information of the Directors, the Placee is interested in approximately 3% to 4% of the total number of Shares in issue as at the date of this announcement and it is expected that the Placee will be interested in less than 9% of the total number of Shares upon the completion of the Placing and the Subscription.

EQUITY FUND RAISING ACTIVITIES OF THE COMPANY IN THE PAST TWELVE MONTHS

Save for the issue of the Convertible Bonds mentioned below, the Company had not conducted any equity fund raising activities involving the issue of its equity securities in the 12 months immediately preceding the date of this announcement.

Date of

Net proceeds

announcement Fund raising activities

raised

Intended use of proceeds

Actual use of proceeds

3 January 2021 The Company entered into an investment Agreement

Approximately

Approximately US$24.2

Approximately US$8.0

with an investor, pursuant to which the investor

US$29,000,000

million for global

million has been utilised

has conditionally agreed to subscribe for, and the

expansion of advertising

for global expansion of

Company has conditionally agreed to issue the

technology business

advertising technology

bonds with the convertible rights in the principal

business

amount of US$30,000,000

Approximately US$4.8

Approximately US$1.0

million for marketing of

million has been utilised

cloud computing business

for marketing of cloud

of the Group

computing business

of the Group

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The completion of the Placing and/or the Subscription is subject to the satisfaction of the conditions precedent set out in the Placing and Subscription Agreement. As the completion of the Placing and/or the Subscription may or may not take place, Shareholders of the Company and potential investors of the Company are advised to exercise caution when dealing in the securities of the Company.

DEFINITIONS

In this announcement, unless the context otherwise requires, the following words and expressions shall have the following meanings when used herein:

"AGM"

the annual general meeting of the Company held on 16 June

2020

"Affiliate"

has the meaning specified in Rule 501(b) of Regulation D

under the US Securities Act.

"associate(s)"

has the meaning ascribed to it under the Listing Rules

"Board"

the board of Directors

"Business Day"

a day (other than a Saturday, Sunday and public holiday) on

which licensed banks in Hong Kong are open for business

throughout their normal business hours

"Closing Date"

the second Business Day after the date of the Placing and

Subscription Agreement or at such other time and/or date as

the Vendor and the Placing Agent may agree

"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

"Connected Globe"

Connected Globe Holdings Limited, being the wholly-owned

subsidiary of the management restricted share unit trustee of

the Company, Sovereign Fiduciaries (Hong Kong) Limited

"connected person(s)"

has the meaning as ascribed to it in the Listing Rules

"controlling shareholder(s)"

has the meaning as ascribed to it in the Listing Rules

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"Convertible Bonds"

the convertible bonds issued by the Company pursuant

to the General Mandate. For details, please refer to the

announcement of the Company dated 3 January 2021

"Director(s)"

director(s) of the Company

"General Mandate"

the general mandate granted to the Directors pursuant to an

ordinary resolution of the Company passed at the annual

general meeting of the Company held on 16 June 2020 to

allot, issue and deal with new Shares not exceeding 20% of

the total issued share capital of the Company as at the date of

passing of such resolution, pursuant to which a maximum of

306,840,800 new Shares may fall to be allotted and issued as

at the date of this announcement

"HK$"

Hong Kong dollars, the lawful currency of Hong Kong

"Hong Kong"

Hong Kong Special Administrative Region of the People's

Republic of China

"Listing Committee"

has the meaning ascribed to it under Listing Rules

"Listing Rules"

the Rules Governing the Listing of Securities on the Stock

Exchange

"Placee" or "GIC"

being GIC Private Limited, which is an existing shareholder

of the Company

"Placing"

the placing, on a best effort basis, of up to 72,481,000 Placing

Shares to the Placee on and subject to the terms and condition

set out in the Placing and Subscription Agreement

"Placing Agent"

CMB International Capital Limited, a licensed corporation to

carry on business in type 1 (dealing in securities) under the

Securities and Futures Ordinance (Cap. 571 of the Laws of

Hong Kong)

"Placing and Subscription

the agreement dated 13 April 2021 entered into among the

Agreement"

Vendor, the Company and the Placing Agent in relation to the

Placing and the Subscription

- 15 -

"Placing Price"

HK$5.90 per Placing Share, as determined in accordance with

the terms of the Placing and Subscription Agreement

"PRC"

the People's Republic of China (for the purpose of this

announcement excluding Hong Kong, Macau Special

Administrative Region of the People's Republic of China and

Taiwan)

"Sale Shares"

the 72,481,000 Shares beneficially owned by the Vendor and

to be placed by the Placing Agent pursuant to the Placing and

Subscription Agreement

"SFC"

the Securities and Futures Commission of Hong Kong

"SFO"

the Securities and Futures Ordinance (Chapter 571 of the

Laws of Hong Kong) for the time being in force

"Shareholder(s)"

holder(s) of the issued Share(s)

"Shares"

the issued ordinary share(s) of US$0.01 each in the capital of

the Company

"Stock Exchange"

The Stock Exchange of Hong Kong Limited

"Subscription"

the subscription by the Vendor of the Subscription Shares on

the terms and subject to the conditions set out in the Placing

and Subscription Agreement

"Subscription Price"

HK$5.90 per Share, which is equal to the Placing Price

"Subscription Share(s)"

72,481,000 new Shares (and such number shall be the same

as the number of Sale Shares actually placed by the Placing

Agent) to be allotted and issued by the Company to the

Vendor under the Subscription

- 16 -

"Share(s)"

ordinary share(s) in the share capital of the Company

"HK$"

Hong Kong dollars, the lawful currency of Hong Kong

"US Securities Act"

the United States Securities Act of 1933 as amended from

time to time

"United States"

the United States of America

"US$"

the lawful currency of the United States

"Vendor"

Seamless Technology Limited, a limited liability company

registered in the British Virgin Islands and a controlling

shareholder of the Company

"%"

per cent.

By order of the Board

Mobvista Inc.

DUAN Wei

Chairman

Guangzhou, the PRC, 13 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.

- 17 -

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Mobvista Inc. published this content on 13 April 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 13 April 2021 00:28:03 UTC.