The Stock Exchange of Hong Kong Limited and the Securities and Futures Commission take no responsibility for the contents of this Application Proof, 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 Application Proof.

Application Proof of

Mobvista Inc. 匯量科技有限公司

(Incorporated in the Cayman Islands with limited liability)

WARNING

The publication of this Application Proof is required by The Stock Exchange of Hong Kong Limited (the “ Exchange ”) and the Securities and Futures Commission (the “ Commission ”) solely for the purpose of providing information to the public in Hong Kong.

This Application Proof is in draft form. The information contained in it is incomplete and is subject to change which can be material. By viewing this document, you acknowledge, accept and agree with Mobvista Inc. (the “ Company ”), its joint sponsors, advisors or members of the underwriting syndicate that:

(a) this document is only for the purpose of providing information about the Company to the public in Hong Kong and not for any other purposes. No investment decision should be based on the information contained in this document;
(b) the publication of this document or any supplemental, revised or replacement pages on the Exchange’s website does not give rise to any obligation of the Company, its joint sponsors, advisors or members of the underwriting syndicate to proceed with an offering in Hong Kong or any other jurisdiction. There is no assurance that the Company will proceed with the offering;
(c) the contents of this document or any supplemental, revised or replacement pages may or may not be replicated in full or in part in the actual final listing document;
(d) this document is not the final listing document and may be updated or revised by the Company from time to time in accordance with the Rules Governing the Listing of Securities on the Exchange;
(e) this document does not constitute a prospectus, offering circular, notice, circular, brochure or advertisement offering to sell any securities to the public in any jurisdiction, nor is it an invitation to the public to make offers to subscribe for or purchase any securities, nor is it calculated to invite offers by the public to subscribe for or purchase any securities;
(f) this document must not be regarded as an inducement to subscribe for or purchase any securities, and no such inducement is intended;
(g) neither the Company nor any of its affiliates, advisors or underwriters is offering, or is soliciting offers to buy, any securities in any jurisdiction through the publication of this document;
(h) no application for the securities mentioned in this document should be made by any person nor would such application be accepted;
(i) the Company has not and will not register the securities referred to in this document under the United States Securities Act of 1933, as amended, or any state securities laws of the United States;
(j) as there may be legal restrictions on the distribution of this document or dissemination of any information contained in this document, you agree to inform yourself about and observe any such restrictions applicable to you; and
(k) the application to which this document relates has not been approved for listing and the Exchange and the Commission may accept, return or reject the application for the subject public offering and/or listing.

THIS APPLICATION PROOF IS NOT FOR PUBLICATION OR DISTRIBUTION TO PERSONS IN THE UNITED STATES. ANY SECURITIES REFERRED TO HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1993, AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES WITHOUT REGISTRATION THEREUNDER OR PURSUANT TO AN AVAILABLE EXEMPTION THEREFROM. NO PUBLIC OFFERING OF THE SECURITIES WILL BE MADE IN THE UNITED STATES.

NEITHER THIS APPLICATION PROOF NOR ANY INFORMATION CONTAINED HEREIN CONSTITUTES AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY SECURITIES IN THE UNITED STATES OR IN ANY OTHER JURISDICTIONS WHERE SUCH OFFER OR SALE IS NOT PERMITTED. THIS APPLICATION PROOF IS NOT BEING MADE AVAILABLE IN, AND MAY NOT BE DISTRIBUTED OR SENT TO ANY JURISDICTION WHERE SUCH DISTRIBUTION OR DELIVERY IS NOT PERMITTED.

No offer or invitation will be made to the public in Hong Kong until after a prospectus of the Company has been registered with the Registrar of Companies in Hong Kong in accordance with the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Chapter 32 of the Laws of Hong Kong). If an offer or an invitation is made to the public in Hong Kong in due course, prospective investors are reminded to make their investment decisions solely based on the Company’s prospectus registered with the Registrar of Companies in Hong Kong, copies of which will be distributed to the public during the offer period.

THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED “WARNING” ON THE COVER OF THIS DOCUMENT.

IMPORTANT

IMPORTANT: If you are in any doubt about any of the contents of this [REDACTED], you should obtain independent professional advice.

Mobvista Inc. 匯量科技有限公司

(Incorporated in the Cayman Islands with limited liability)

[REDACTED]

Number of [REDACTED] under the : [REDACTED] Shares (subject to adjustment and [REDACTED] the [REDACTED]) Number of [REDACTED] : [REDACTED] Shares (subject to adjustment) Number of [REDACTED] : [REDACTED] Shares (subject to adjustment and the [REDACTED]) Maximum [REDACTED] : HK$[REDACTED] per Share, plus brokerage of 1%, SFC transaction levy of 0.0027%, and [REDACTED] trading fee of 0.005% (payable in full on [REDACTED] in Hong Kong dollars and subject to refund on final [REDACTED]) Nominal value : US$0.01 per Share [REDACTED] : [ ● ]

Joint Sponsors

[REDACTED]

Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited and Hong Kong Securities Clearing Company Limited take no responsibility for the contents of this [REDACTED], 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 [REDACTED].

A copy of this [REDACTED], having attached thereto the documents specified in “Documents Delivered to the Registrar of Companies and Available for Inspection” in Appendix V to this [REDACTED] has been registered by the Registrar of Companies in Hong Kong as required by Section 342C of the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Chapter 32 of the Laws of Hong Kong). The Securities and Futures Commission and the Registrar of Companies in Hong Kong take no responsibility for the contents of this [REDACTED] or any other document referred to above. The [REDACTED] have not been and will not be registered under the U.S. [REDACTED] or any state securities laws of the United States and may not be offered, sold, delivered, pledged or transferred within the United States, except that [REDACTED] may be offered, sold or delivered to [REDACTED] in reliance on an exemption from registration under the U.S. [REDACTED] provided by, and in accordance with the restrictions of, Rule [REDACTED] or another exemption from registration requirements of the U.S. [REDACTED]. The [REDACTED] may be offered, sold or delivered outside the United States in offshore transactions in accordance with [REDACTED].

The [REDACTED] is expected to be fixed by agreement between the [REDACTED] (for themselves and on behalf of the [REDACTED]) and us on the [REDACTED]. The [REDACTED] is expected to be on or around [REDACTED] and, in any event, not later than [REDACTED], or such other date as agreed between parties. The [REDACTED] will be no more than HK$[REDACTED] per [REDACTED] and is currently expected to be no less than HK$[REDACTED] per [REDACTED] unless otherwise announced. If, for any reason, the [REDACTED] is not agreed by [REDACTED], or such other date as agreed between parties between the Joint [REDACTED] (for themselves and on behalf of the [REDACTED]) and us, the [REDACTED] will not proceed and will lapse.

Prior to making an [REDACTED] decision, prospective [REDACTED] should consider carefully all of the information set out in this [REDACTED], including the risk factors set out in the section headed “Risk Factors” in this [REDACTED].

The [REDACTED] may, with our consent, reduce the number of [REDACTED] being offered under the [REDACTED] and/or the indicative [REDACTED] range below as stated in this [REDACTED] at any time on or prior to the morning of the last day for lodging applications under the [REDACTED]. In such a case, an announcement will be published in [South China Morning Post] (in English) and [Hong Kong Economic Times] (in Chinese) and on the websites of the [REDACTED] at [REDACTED] and our Company at www.mobvista.com not later than the morning of the day which is the last day for lodging applications under the [REDACTED]. Details of the arrangement will then be announced by us as soon as practicable. See “Structure of the [REDACTED]” and “How to Apply for [REDACTED]” in this [REDACTED].

The obligations of the [REDACTED] under the [REDACTED] are subject to termination by the [REDACTED] (for themselves and on behalf of the [REDACTED]) if certain grounds arise prior to 8:00 a.m. on the [REDACTED]. See “[REDACTED]—[REDACTED] Arrangements and Expenses—[REDACTED]—Grounds for Termination” in this [REDACTED].

[REDACTED]

THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED “WARNING” ON THE COVER OF THIS DOCUMENT.

EXPECTED TIMETABLE[(1)]

[REDACTED]

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EXPECTED TIMETABLE[(1)]

[REDACTED]

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EXPECTED TIMETABLE[(1)]

[REDACTED]

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IMPORTANT NOTICE TO PROSPECTIVE [REDACTED]

This [REDACTED] is issued by us solely in connection with the [REDACTED] and the [REDACTED] and does not constitute an offer to sell or a solicitation of an offer to buy any security other than the [REDACTED] offered by this [REDACTED] pursuant to the [REDACTED]. This [REDACTED] may not be used for the purpose of making, and does not constitute, an offer or invitation in any other jurisdiction or in any other circumstances. No action has been taken to permit a [REDACTED] of the [REDACTED] in any jurisdiction other than Hong Kong and no action has been taken to permit the distribution of this [REDACTED] in any jurisdiction other than Hong Kong. The distribution of this [REDACTED] for purposes of a [REDACTED] and the [REDACTED] and sale of the [REDACTED] in other jurisdictions are subject to restrictions and may not be made except as permitted under the applicable securities laws of such jurisdictions pursuant to registration with or authorisation by the relevant securities regulatory authorities or an exemption therefrom.

You should rely only on the information contained in this [REDACTED] and the [REDACTED] to make your [REDACTED] decision. The [REDACTED] is made solely on the basis of the information contained and the representations made in this [REDACTED]. We have not authorized anyone to provide you with information that is different from what is contained in this [REDACTED]. Any information or representation not contained nor made in this [REDACTED] and the [REDACTED] must not be relied on by you as having been authorized by us, the [REDACTED], the Joint Sponsors, the [REDACTED], the [REDACTED], any of the [REDACTED], any of our or their respective directors, officers, employees, agents or representatives of any of them or any other parties involved in the [REDACTED]. Information contained on our website at www.mobvista.com does not form part of this [REDACTED].

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EXPECTED TIMETABLE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	i
CONTENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	iv
SUMMARY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	11
GLOSSARY OF TECHNICAL TERMS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	21
FORWARD-LOOKING STATEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	24
RISK FACTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	26
WAIVERS FROM STRICT COMPLIANCE WITH THE [REDACTED] . . . . . . . . . . . . . . . . .	49
INFORMATION ABOUT THIS [REDACTED] AND THE [REDACTED] . . . . . . . . . . . . . . . .	52
DIRECTORS AND PARTIES INVOLVED IN THE [REDACTED]. . . . . . . . . . . . . . . . . . . . . .	56
CORPORATE INFORMATION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	59
INDUSTRY OVERVIEW . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	61
REGULATORY OVERVIEW . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	72
HISTORY AND CORPORATE STRUCTURE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	91
BUSINESS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	106

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RELATIONSHIP WITH OUR CONTROLLING SHAREHOLDERS . . . . . . . . . . . . . . . . . . . .	138
CONNECTED TRANSACTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	143
DIRECTORS AND SENIOR MANAGEMENT. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	148
SUBSTANTIAL SHAREHOLDERS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	160
SHARE CAPITAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	161
FINANCIAL INFORMATION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	164
FUTURE PLANS AND [REDACTED]. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	193
UNDERWRITING. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	195
STRUCTURE OF THE [REDACTED]. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	200
HOW TO APPLY FOR [REDACTED]. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	208
APPENDIX I ACCOUNTANTS’ REPORT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	I-1
APPENDIX II [REDACTED]. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	II-1
APPENDIX III SUMMARY OF THE CONSTITUTION OF THE COMPANY AND
CAYMAN COMPANIES LAW. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	III-1
APPENDIX IV STATUTORY AND GENERAL INFORMATION. . . . . . . . . . . . . . . . . . . . .	IV-1
APPENDIX V DOCUMENTS DELIVERED TO THE REGISTRAR OF COMPANIES
AND AVAILABLE FOR INSPECTION . . . . . . . . . . . . . . . . . . . . . . . . . . . .	V-1

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SUMMARY

This summary aims to give you an overview of the information contained in this [REDACTED]. Because this is a summary, it does not contain all the information that may be important to you. You should read the whole [REDACTED] before you decide to [REDACTED] in the [REDACTED]. There are risks associated with any [REDACTED]. Some of the particular risks in [REDACTED] in the [REDACTED] are set out in the section headed “Risk Factors” in this [REDACTED]. You should read that section carefully before you decide to [REDACTED] in the [REDACTED]. Various expressions used in this section are defined in the sections headed “Definitions” and “Glossary of Technical Terms” in this [REDACTED].

BUSINESS OVERVIEW

among the top ten in the world, the second in Asia and the largest in China in terms of monetization SDK average DAUs in the fourth quarter of 2017; and
the largest third-party advertising platform in terms of providing user acquisition solutions during the three months ended April 30, 2018 to the top 50 PRC apps by number of overseas downloads in 2017.

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At the center of our business model is a dynamic ecosystem that is formed by our platform, our advertisers and our publishers, our mobile analytics solutions users and mobile device users. Our ecosystem enables us to meet the needs of app developers globally as they evolve through the life cycle of their respective apps for advertising, monetization and mobile analytics.

We provide user acquisition solutions to app developers as advertisers to help them discover new users through precise audience targeting and cost-efficient advertising. From our inception to December 31, 2017, app developers who had direct contractual relationships with us constituted 96.7% of our advertisers that we served and rest were advertising agencies through which we provided user acquisition solutions to app developers. From our inception to December 31, 2017, we have provided user acquisition solutions to over 2,000 advertisers and delivered ads to 6.7 billion unique mobile devices cumulatively. During the three months ended April 30, 2018, we have provided user acquisition solutions for 43 of the top 50 PRC apps by number of overseas downloads in 2017 and over 70% of the top 20 apps by downloads in 2017 in the United States, Japan, South Korea, Singapore, Indonesia and Thailand.

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SUMMARY

We provide monetization solutions to apps as media publishers to help them discover advertising budgets and the suitable types of advertising content for their users. Our Mintegral SDK is our primary way of connecting to programmatic media publishers and enables us to acquire meaningful data to train our AI-based model and improve the performance of our solutions. As of December 31, 2017, over 3,500 apps globally had integrated our Mintegral SDK cumulatively, and the average DAUs of our Mintegral SDK reached over 240.0 million in 2017.

Finally, our mobile analytics solutions help app developers discover new user value. In addition, our user acquisition and monetization solutions allow us to continuously collect and analyze massive amounts of device data, which enables us to provide more customized solutions for our advertisers, improve the monetization efficiency for our publishers and enhance our mobile analytics solutions through our big data and AI capabilities. We charge our advertisers for our user acquisition solutions and pay our publishers traffic acquisition fees for placing ads on their ad inventories. Although we derived substantially all of our revenues from the provision of user acquisition solutions to advertisers during the Track Record Period, our monetization and mobile analytics solutions are also critical to our ecosystem and its continued growth. Although our mobile analytics solutions are still at an early stage of development, we expect them to be increasingly important to our ecosystem.

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We categorize mobile media publishers into:

Top media , or major online media publishers such as Facebook and Google, offer ad inventories through their proprietary ad platforms. We connect with top media through (i) our internal top media ad campaign management system programmatically through their API or (ii) purchasing traffic from them through media buy, an approach whereby we purchase ad inventories on behalf of our advertisers through their respective accounts in top media’s proprietary ad platform manually;
Medium-sized media , or mobile apps without proprietary ad platform. Medium-sized media connects to our Mintegral platform programmatically primarily through (i) our Mintegral SDK, which allows them to offer programmatic ad inventories and deliver ads automatically on their apps, and (ii) to a lesser extent, our API; and
Long-tail media , which we define as (i) ad networks that aggregate small traffic sources and (ii) other small-sized media publishers that directly cooperate with us. Long-tail media are connected to our ad campaign management system programmatically through API or we purchase traffic from long-tail media manually.

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SUMMARY

of SDKs and other technology. We offer programmatic solutions primarily through Mintegral, our AI-driven integrated proprietary platform for programmatic mobile advertising and monetization. The demand side platform of Mintegral allows advertisers to purchase programmatic ad inventories offered by publishers through the supply side platform of Mintegral, as well as through third-party ad platforms. The supply side platform of Mintegral allows primarily medium-size media publishers to connect with advertising demand on both our platform and third-party ad platforms. In addition to Mintegral, our programmatic solutions also cover (i) top media offering ad inventory programmatically in their proprietary ad platform, to which we connect through our internal top media ad campaign management system, and (ii) long-tail media connected to our ad campaign management system programmatically through API.

Our non-programmatic solutions include: (i) purchasing ad inventory from top media non-programmatically through the media buy approach, whereby we manually optimize and purchase ad inventories on behalf of our advertisers and (ii) purchasing ad inventory from long-tail media manually.

We provide mobile analytics solutions currently through GameAnalytics, our mobile analytics SaaS platform providing comprehensive game data analytical tools for game developers to optimize the complete life cycle from acquisition, retention to monetization of each player. As of December 31, 2017, over 16,000 game developers in over 130 countries used GameAnalytics to track game data in over 38,000 games by integrating GameAnalytics SDKs cumulatively. In the fourth quarter of 2017, GameAnalytics SDK had average DAUs of over 53 million. GameAnalytics constitutes an essential part of our ecosystem, providing game developers with a complete and unified platform to acquire, analyze, retain and monetize players in real time to maximize ROI across the entire solution stack together with our advertising and monetization solutions. GameAnalytics contributes to our ecosystem by expanding our advertiser and publisher base, contributing player data to our database and identifying desirable ad viewers for better ad targeting and delivery.

Our mobile value discovery platform is supported by our strong big data and AI capabilities. Our big data AI platform, is designed to serve as a central back-end system to store, process and analyze device data through big data and machine learning technologies. Our database consists of information collected from publishers and advertisers and from GameAnalytics, our SaaS mobile analytics platform for game developers. Utilizing such data, our AI model applies tags to each device that we can access to generate profiles on each mobile device, which can help our advertisers and publishers maximize engagement with end users and reach the type of audience suited for their advertising and monetization needs. We have developed a machine learning framework that can analyze billions of changing device feature data and implement new model updates every few seconds, thereby adapting on a real-time basis to actual device data to achieve performance optimization. We also have a highly scalable and reliable IT infrastructure built on a microservice, serverless and auto-scaling architecture, which supports and optimizes our operations to allow us to cover ad deliveries in more than 200 countries with up to 25 million ad delivery requests per minute with an average response time of approximately 25 milliseconds.

We charge our advertisers for user acquisition solutions and pay our publishers traffic acquisition fees for placing advertising on their ad inventories. We currently do not charge for our mobile analytics solutions, but they may become one of our sources of revenues in the future. We derive substantially all of our revenues from the provision of mobile user acquisition solutions. During the Track Record Period, our total revenues increased from US$167.2 million in 2015 to US$313.0 million in 2017, representing a CAGR of 36.8%. Our adjusted EBITDA increased from US$13.9 million in 2015 to US$35.7 million in 2017, representing a CAGR of 60.5%. Our profit increased from US$8.7 million in 2015 to US$27.3 million in 2017, representing a CAGR of 77.1%.

OUR CUSTOMERS AND SUPPLIERS

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SUMMARY

18.9% of our total costs of sales for each of the years ended December 31, 2015, 2016 and 2017, respectively. We provide both mobile user acquisition solutions and monetization solutions to app developers. Therefore, some of our customers who use our mobile user acquisition solutions are also our suppliers who supply ad inventories or vice versa.

OUR INDUSTRY AND COMPETITIVE LANDSCAPE

Global Mobile App Development

The proliferation of global mobile Internet has developed significantly in recent years. According to the iResearch Report, due to decreases in cost of data and improvements in device hardware, the number of global mobile Internet users increased from 2.3 billion in 2013 to 3.9 billion in 2017 at a CAGR of 14.1%, and is projected to reach 6.0 billion in 2022 at a CAGR of 9.1%. According to the iResearch Report, the daily average time spent on mobile Internet by mobile users globally increased from 2.0 hours in 2013 to 3.7 hours in 2017, and is projected to reach 4.4 hours in 2022. According to the iResearch Report, global app annual downloads increased from 84.1 billion in 2013 to 192.1 billion in 2017 at a CAGR of 22.9%, and is projected to further increase to 306.2 billion in 2022 at a CAGR of 9.8%.

Global Mobile Advertising Market

According to the iResearch Report, the proportion of time spent on mobile devices out of total time spent on all media worldwide was 20.3% in 2013, while mobile advertising spending contributed only 4.1% of total advertising spending. These numbers reached 30.4% and 21.5% in 2017, respectively, and are expected to reach 40.8% and 35.4% in 2022, respectively, indicating a rapid increase in mobile advertising spending to fill the gap. As a result, total mobile advertising spending increased from US$20.2 billion in 2013 to US$142.5 billion in 2017 at a CAGR of 63.1%, and is projected to further increase to US$316.5 billion in 2022 at a CAGR of 17.3%. According to the iResearch Report, programmatic advertising is becoming increasingly prevalent as it matches advertisers and media more efficiently and effectively through technology. Spending on programmatic advertising by mobile app advertisers increased significantly from US$1.7 billion in 2013 to US$27.3 billion in 2017 at a CAGR of 100.4%, and is expected to further increase to US$69.0 billion in 2022 at a CAGR of 20.4%.

According to the iResearch Report, advertising spending by North American app developers remains the top among developers around the world, followed by Chinese app developers. In addition, advertising spending by Chinese developers has increased significantly from US$1.2 billion in 2013 to US$21.5 billion in 2017 at a CAGR of 107.5% and is estimated to reach $54.3 billion in 2022 at a CAGR of 20.4% from 2017. Additionally, mobile advertising spending in Southeast Asia is expected to grow significantly from less than US$0.1 billion in 2013 to US$2.5 billion in 2022.

Global Mobile Analytics Service Market

Mobile analytics services are gaining increasing attraction from app developers, especially mobile game developers. Driven by the rise of China’s mobile games market and the development of mobile games in other fast-growing markets in Asia like Japan, Korea and Southeast Asia, global mobile game revenues increased from US$18.6 billion in 2013 to US$46.2 billion in 2017 at a CAGR of 25.5%, and is expected to further increase to US$67.2 billion in 2022 at a CAGR of 7.8%. In addition, the number of mobile game apps in Google Play and iOS App Store increased from approximately 162,300 and 177,500 in 2013 to approximately 780,800 and 551,200 in 2017, respectively. According to the iResearch Report, a large number of mobile game developers are small, indie developers without the resources to develop their own analytic tools. According to the iResearch Report, there were over 30 iOS-focused and over 50 Android-focused app analytics solution platforms as of December 31, 2017, but only several that provided game-focused solutions.

See “Industry Overview” in this [REDACTED].

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SUMMARY

OUR STRENGTHS

We believe that the following strengths have contributed to our success to date:

Leading global third-party mobile value discovery platform with global business scale;
Outstanding programmatic advertising capabilities;
Robust big data and outstanding AI capabilities;
Proprietary mobile analytics SaaS platform;
Extensive global footprint with strong local service capabilities;
Leading technology capabilities with highly scalable and reliable IT infrastructure;
Sizable and diverse advertiser and publisher base; and
Visionary and experienced management team with international backgrounds.

See “Business—Our Strengths” in this [REDACTED].

OUR STRATEGIES

We plan to further implement the following strategies:

Continue to implement our “Glocal” operating model by enhancing our local service capabilities and expanding our global footprint;
Expand the scale and scope of our business with app developers;
Explore opportunities for our mobile analytics SaaS platform;
Continue to strengthen our data and technology advantages;
Attract, retain and develop exceptional employees; and
Integrate industry resources through strategic [REDACTED] and mergers and acquisitions.

See “Business—Our Strategies” in this [REDACTED].

RISK FACTORS

Our business and the [REDACTED] involve certain risks, which are set out in the section headed “Risk Factors” in this [REDACTED]. You should read that section in its entirety carefully before you decide to [REDACTED] in the [REDACTED]. Some of the major risks we face include: (i) we are a relatively young company subject to risks and uncertainties associated with operating in a rapidly developing and evolving industry, and our limited operating history makes it difficult to evaluate our business and prospects; (ii) we generate our revenues almost entirely from advertising solutions we provide, and if we fail to retain existing advertisers and publishers, deepen or expand our relationships with advertisers and publishers, or attract new advertisers and publishers, our financial condition, results of operations and prospects may be materially and adversely affected; (iii) if the mobile advertising industry fails to continue to develop, or develops more slowly than expected, our profitability and prospects may be materially and adversely affected; (iv) as our costs increase, we may not be able to generate sufficient revenues to sustain profitability; (v) if we fail to compete effectively we could lose advertisers, publishers or mobile analytics users, and our revenues may decline; and (vi) our business is subject to complex and evolving PRC and foreign laws and regulations which are subject to change and uncertain interpretation, and could result in claims, changes to our business practices, monetary penalties, increased cost of operations, or declines in user growth or engagement, or otherwise harm our business.

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SUMMARY

OUR HISTORY AND SHAREHOLDING STRUCTURE

Our history traces back to 2013, when our mobile advertising business operations commenced through our predecessor operating entities, MNC HK and Guangzhou Gamo. By the end of 2014, we migrated our businesses conducted through MNC HK and Guangzhou Gamo into our current subsidiaries and started to establish an offshore red-chip holding structure in anticipation of the planned offshore financing activities, whereby NetEase (Hong Kong) Limited was introduced as our private equity investor. Since May 2015, in light of the favorable regulatory policy and market conditions in China, we unwound our offshore holding structure and adopted a PRC onshore holding structure with Guangzhou Mobvista as our onshore holding vehicle, whereby we completed two rounds of onshore private equity financing and listed Guangzhou Mobvista on NEEQ in November 2015. We continued to grow substantially since then. In particular, we acquired nativeX, LLC and Game Analytics ApS, which operate a native advertising platform and an SaaS game data analytics platform for game developers, respectively; and we, through two rounds of share placements, attracted investments totaling RMB532.2 million in 2016. For purposes of enabling a [REDACTED] on the [REDACTED] of our core business, since April 2018, we underwent the Reorganization by adopting a new offshore holding structure and spun-off our core subsidiaries and operations into our current Cayman [REDACTED] vehicle, a wholly owned subsidiary of Guangzhou Mobvista.

As of the date of this [REDACTED], Guangzhou Mobvista, through its wholly-owned subsidiary Seamless, indirectly owns 100% of our issued share capital. Mr. Duan, one of our co-founders, is interested in an aggregate of 35.11% interest in Guangzhou Mobvista, being the single largest shareholder of Guangzhou Mobvista. As such, Seamless, Guangzhou Mobvista and Mr. Duan are our Controlling Shareholders as of the date of this [REDACTED]. Immediately after the completion of the [REDACTED] (assuming the [REDACTED] is not exercised), Guangzhou Mobvista, through Seamless, will indirectly own [REDACTED] of our enlarged issued share capital. Mr. Duan is expected to remain as the single largest shareholder of Guangzhou Mobvista. Accordingly, Seamless, Guangzhou Mobvista and Mr. Duan will remain as our Controlling Shareholders upon [REDACTED]. As of the Latest Practicable Date, apart from their interests in our Company, none of Seamless, Guangzhou Mobvista, and Mr. Duan had any interest in a business that competes or is likely to compete, either directly or indirectly, with our Group’s business.

SUMMARY OF FINANCIAL INFORMATION

The following table sets forth a summary our financial information for the three years ended on December 31, 2015, 2016 and 2017, and should be read together with the combined financial information in Appendix I to this [REDACTED], including the notes thereto. Our combined financial information has been prepared in accordance with IFRS.

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SUMMARY

Summary Combined Statements of Comprehensive Income

The following table sets forth a summary of our combined statements of profit or loss for the periods indicated:

For	the Year Ended December	31,	31,
2015 US$ % (US$ in 167,207 100.0 (144,361) (86.3) 22,846 13.7 (1,379) (0.8) (2,339) (1.4) (8,850) (5.3) 13 0.01 10,291 6.2 (100) 0.1 10,191 6.1 (1,480) (0.9) 8,711 5.2 13,867 8.3	2016 2017 US$ % US$ % thousands, except for percentage) 283,923 100.0 312,956 100.0 (214,848) (75.7) (230,097) (73.5) 69,075 24.3 82,859 26.5 (4,489) (1.6) (6,443) (2.1) (7,359) (2.6) (18,934) (6.1) (34,885) (12.3) (28,682) (9.2) 584 0.2 1,804 0.6 22,926 8.1 30,604 9.8 (759) (0.3) (189) (0.1) 22,167 7.8 30,415 9.7 (2,386) (0.8) (3,095) (1.0) 19,781 7.0 27,320 8.7 30,050 10.6 35,729 11.4	2017
US$ 167,207 (144,361) 22,846 (1,379) (2,339) (8,850) 13 10,291 (100) 10,191 (1,480) 8,711 13,867			%
			100.0 (73.5) 26.5 (2.1) (6.1) (9.2) 0.6 9.8 (0.1) 9.7 (1.0) 8.7 11.4

Notes:

(1) The use of such measures has limitations as an analytical tool, and you should not consider them in isolation from, or as a substitute for analysis of, our results of operations or financial condition as reported under IFRS. See “Financial Information — Non-IFRS Measures” in this [REDACTED].

(2) We define adjusted EBITDA as EBITDA (which is profit from operations plus depreciation and amortization expenses) for the period adjusted by adding share-based compensation and one-off acquisition-related expenses.

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SUMMARY

Summary Combined Statements of Financial Position

The below table sets forth a summary of our combined statements of financial position as of the dates presented:

Current assets: Trade receivables and other receivables . . . . . . . Restricted cash . . . . . . . . . . . . . . . . . . . . . . . . . Cash and cash equivalents . . . . . . . . . . . . . . . . . Current tax recoverable . . . . . . . . . . . . . . . . . . . Total current assets. . . . . . . . . . . . . . . . . . . . . Current liabilities: Trade and other payables. . . . . . . . . . . . . . . . . . Current taxation . . . . . . . . . . . . . . . . . . . . . . . . Bank loans. . . . . . . . . . . . . . . . . . . . . . . . . . . . Total current liabilities . . . . . . . . . . . . . . . . . . Net current (liabilities)/assets . . . . . . . . . . . . .		As of December 31,	As of December 31,	2017 118,132 47,618 44,797 266 210,813 180,958 7,263 7,587 195,808 15,005	As of April 30,
		2015			2018
					(unaudited) 122,492 47,618 26,000 266 196,376 163,462 1,515 18,256 183,233 13,143

Summary Combined Statements of Cash Flows

The below table sets forth a summary of our combined statements of cash flows for the periods presented:

Net cash (used in)/generated from operating activities. . . . . Net cash used in investing activities . . . . . . . . . . . . . . . . . Net cash generated from/(used in) financing activities. . . . . Net increase/(decrease) in cash and cash equivalents. . . . . . Cash and cash equivalents at the beginning of the year . . . . Effects of foreign exchange rate changes . . . . . . . . . . . . . . Cash and cash equivalents at end of the year. . . . . . . . .		For the Year Ended December 31,	For the Year Ended December 31,	For the Year Ended December 31,
		2015 2016 (US$ in thousands) (12,694) 31,425 (2,698) (31,811) 24,011 62,934 8,619 62,548 — 8,864 245 472 8,864 71,884		2017
				49,198 (71,518) (4,698) (27,018) 71,884 (69) 44,797

KEY FINANCIAL RATIOS

The following table sets forth certain of our key financial ratios for the years indicated:

Profitability ratios Gross profit margin(1). . . . . . . . . . . . . . . . . . . . . . . . . . . . Net profit margin(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . EBITDA margin(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Adjusted EBITDA margin(4) . . . . . . . . . . . . . . . . . . . . . . .	For the Year Ended December 31,	For the Year Ended December 31,	For the Year Ended December 31,
	2015 13.7% 5.2% 6.5% 8.3%	2016 24.3% 7.0% 8.9% 10.6%	2017
			26.5% 8.7% 10.2% 11.4%

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SUMMARY

Notes:

(1) Gross profit margin is calculated based on gross profit divided by revenue and multiplied by 100%.

(2) Net profit margin is calculated based on profit for the period divided by revenue and multiplied by 100%.

(3) EBITDA margin equals EBITDA divided by revenues for the period and multiplied by 100%.

(4) Adjusted EBITDA margin equals adjusted EBITDA divided by revenues for the period and multiplied by 100%.

DIVIDENDS

We are a holding company incorporated under the laws of the Cayman Islands. Any future decision to declare and pay any dividends will be at the discretion of our Board and will depend on, among other things, the availability of dividends received from our subsidiaries, our earnings, capital and [REDACTED] requirements, level of indebtedness, and other factors that our Board deems relevant.

For the year ended December 31, 2016, Guangzhou Ruisou and Shenzhen Huirui declared dividends of US$5.2 million and US$0.5 million, respectively to their then shareholders. For the year ended December 31, 2017, MIT HK declared a dividend of US$150,000 to its then shareholders. No dividend has been declared nor paid by our Company since our establishment on April 16, 2018.

Dividends declared in the past are not indicative of our future dividend policy. Our Board has the absolute discretion to recommend any dividend.

[REDACTED] STATISTICS

All statistics in the following table are based on the assumptions that (i) the [REDACTED] has been completed and [REDACTED] Shares are issued pursuant to the [REDACTED]; and (ii) [REDACTED] Shares are issued and outstanding following the completion of the [REDACTED].

Market capitalization of our Shares(1) . . . . . . . . . . . . . . . REDACTED . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	Based on an [REDACTED] of HK$[REDACTED] HK$[REDACTED] HK$[REDACTED]	Based on an [REDACTED] of HK$[REDACTED]
		HK$[REDACTED] HK$[REDACTED]

Notes:

(1) The calculation of market capitalization is based on [REDACTED] Shares expected to be in issue immediately upon completion of the [REDACTED].

(2) The [REDACTED] adjusted net tangible assets share is calculated after the adjustments referred to in Appendix II to this [REDACTED] and on the basis that [REDACTED] Shares are expected to be in issue immediately upon completion of the [REDACTED].

[REDACTED] EXPENSES

[REDACTED] expenses consist primarily of [REDACTED] and professional fees, and are estimated to be approximately US$[REDACTED] (assuming an [REDACTED] of HK$[REDACTED] per Share, being the mid-point of the indicative [REDACTED] range stated in this [REDACTED]). [REDACTED] expenses of US$[REDACTED] will be charge to our combined income statements, and US$[REDACTED] will be subsequently charged to equity upon completion of the [REDACTED]. We did not incur any [REDACTED] expenses during the Track Record Period.

The [REDACTED] expenses above are the latest practicable estimate and are provided for reference only, and actual amounts may differ. Our Directors do not expect [REDACTED] expenses to be incurred after the Track Record Period to have a material and adverse impact on our financial results for the year ending December 31, 2018.

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SUMMARY

[REDACTED]

Assuming an [REDACTED] of HK$[REDACTED], being the mid-point of the [REDACTED] range stated in the [REDACTED], we estimate that we will receive [REDACTED] of approximately HK$[REDACTED] (equivalent to approximately US$[REDACTED]), after deduction of [REDACTED] and incentive fees and estimated expenses in connection with the [REDACTED]. If the [REDACTED] is exercised in full, we estimate that we will receive additional [REDACTED] of approximately HK$[REDACTED] (after deducting [REDACTED] fees and estimated expenses in connection with the [REDACTED]), assuming an [REDACTED] of HK$[REDACTED] per Share, being the mid-point of the [REDACTED] range stated in this [REDACTED].

Our Directors intend to apply the net [REDACTED] from the [REDACTED] as follows:

Approximately HK$[REDACTED] (approximately [REDACTED]% of the total estimated [REDACTED]) to enhance our strengths in big data and AI technologies and IT infrastructure;
Approximately HK$[REDACTED] (approximately [REDACTED]% of the [REDACTED]) to enhance and improve the solutions on our mobile value discovery platform;
Approximately HK$[REDACTED] (approximately [REDACTED]% of the [REDACTED]) to continue to implement our “Glocal” strategy by enhancing our local service capabilities and expanding our global footprint;
Approximately HK$[REDACTED] (approximately [REDACTED]% of the [REDACTED]) to make additional strategic investments and acquisitions to expand our ecosystem;
Approximately HK$[REDACTED] (approximately [REDACTED]% of the [REDACTED]) for general working capital.

RECENT DEVELOPMENTS

For the four months ended April 30, 2018, ads from our user acquisition solutions and monetization solutions reached an average of approximately 950.0 million mobile device users per day and 2.3 billion mobile devices per month. In the same period, GameAnalytics SDK had average DAUs of 68.0 million. The average DAUs of our Mintegral SDK increased by 37.5% from 240.0 million in 2017 to 330.0 million for the four months ended April 30, 2018. App developers using our monetization solutions through Mintegral SDK integration increased by 21.8% from 559 as of December 31, 2017 to 681 as of April 30, 2018, and apps integrating our Mintegral SDK increased by 29.6% from over 3,500 cumulatively as of December 31, 2017 to over 4,500 cumulatively as of April 30, 2018. However, our gross profit margin decreased from 2017 to the four months ended April 30, 2018, primarily due to (i) increased revenue share paid to publishers to incentivize them to provide ad inventories to our platform, which contributed to increased traffic acquisition costs as a percentage of our revenues, and (ii) increased server costs related to our programmatic advertising solutions as we further built out this business.

Our Directors confirm that, as of the date of this [REDACTED], saved as disclosed above, there had been no material adverse change in the financial conditions or prospects of our Group since December 31, 2017, the end of the period reported on in the Accountants’ Report set out in Appendix I to this [REDACTED], and there had been no event since December 31, 2017 and up to the date of this [REDACTED] which could materially affect the information shown in the Accountants’ Report.

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DEFINITIONS

In this [REDACTED], unless the context otherwise requires, the following words and expressions shall have the following meanings. Certain technical terms are explained in the section headed “Glossary of Technical Terms” in this [REDACTED].

“affiliate(s)” with respect to any specified person, any other person, directly or indirectly, controlling or controlled by or under direct or indirect common control with such specified person [REDACTED] “Articles” or “Articles of the amended and restated articles of association of our Company Association” [conditionally] adopted on [•] 2018 with effect from [REDACTED], as amended from time to time (a summary of which is set forth in Appendix III to this [REDACTED]) “Asia” the continent Asia, and excluding Israel in terms of rankings in the iResearch Report “associate(s)” has the meaning ascribed thereto under the [REDACTED] “Board” the board of Directors “business day” any day (other than a Saturday, Sunday or public holiday in Hong Kong) on which banks in Hong Kong are generally open for normal banking business “BVI” the British Virgin Islands “[REDACTED]” the issue of Shares on the [REDACTED] by way of the capitalization of certain sums standing to the credit of the share premium account of our Company to the holders of Shares whose names appear on the register of members of our Company at the close of business on the business day preceding the [REDACTED] in proportion to their then existing respective shareholdings in our Company as referred to in the section headed “Share Capital — [REDACTED]” in this [REDACTED] “CAGR” compound annual growth rate “[REDACTED]” the [REDACTED] established and operated by [REDACTED] “[REDACTED] Participant” a person admitted to participate in [REDACTED] as a direct [REDACTED] participant or a general [REDACTED] participant “[REDACTED] Participant” a person admitted to participate in [REDACTED] as a custodian participant

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“[REDACTED] Participant”

DEFINITIONS a person admitted to participate in [REDACTED] as an [REDACTED] participant who may be an individual or joint individuals or a corporation

“[REDACTED] Participant”

“China” or “PRC”

a [REDACTED] Participant, a [REDACTED] Custodian Participant or a [REDACTED] Participant the People’s Republic of China, except where the context requires otherwise and only for the purposes of this [REDACTED], excluding Hong Kong, the Macau Special Administrative Region of the PRC and Taiwan

“Companies Law”

“Companies Law” the Companies Law, Cap 22 (Law 3 of 1961, as consolidated and revised) of the Cayman Islands “Companies Ordinance” the Companies Ordinance (Chapter 622 of the Laws of Hong Kong), as amended, supplemented or otherwise modified from time to time

“Companies (Winding Up and the Companies (Winding Up and Miscellaneous Provisions) Miscellaneous Provisions) Ordinance (Chapter 32 of the Laws of Hong Kong), as amended, Ordinance” supplemented or otherwise modified from time to time

“Company”, “our Company”, Mobvista Inc. (匯量科技有限公司), an exempted company with “the Company”, “we” or “us” limited liability incorporated in the Cayman Islands on April 16, 2018 “connected person(s)” has the meaning ascribed thereto under the [REDACTED] “Controlling Shareholders” has the meaning ascribed thereto under the [REDACTED] and unless the context otherwise requires, refers to Seamless, Guangzhou Mobvista and Mr. Duan “Director(s)” the director(s) of our Company “Duanshi Investment” Duanshi Industrial Investment (Guangzhou) Co., Ltd. (段氏實業投資（廣州）有限公司), a company established in the PRC on July 21, 2017 and indirectly wholly-owned by Mr. Duan “EU” the European Union “EUR” Euros, the lawful currency of the European Union “GAAP”* generally accepted accounting principles

“Company”, “our Company”, “the Company”, “we” or “us”

“Game Rating and Administrative the South Korean video game central rating board Committee”

“GDPR”

the General Data Protection Regulation

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	DEFINITIONS
“Guangzhou Gamo”	Guangzhou Gamo Information Technology Limited*
	(廣州動觀信息科技有限公司), a company established in the PRC
	with limited liabilities on November 1, 2013, one of our
	predecessor operating entities and deregistered in December 2017
“Guangzhou Huichun”	Guangzhou Huichun Industrial Investment Co., Ltd.* (廣州
	匯淳實業投資有限公司), a company established in the PRC with
	limited liabilities on July 19, 2017 and indirectly wholly-owned
	by Mr. Cao
“Guangzhou Huitao”	Guangzhou Huitao Technology Co., Ltd.* (廣州匯韜信息科技有
	限公司), a company established in the PRC with limited liability
	on March 30, 2012 and the predecessor of Guangzhou Mobvista
“Guangzhou Jianda”	Guangzhou Jianda Internet Technology Co., Ltd.* (廣州簡達網絡
	技術有限公司), a company established in the PRC with limited
	liability on December 17, 2014 and a direct wholly-owned
	subsidiary of Guangzhou Mobvista within the Retained
	Guangzhou Mobvista Group
“Guangzhou Mobvista”	Mobvista Co., Ltd.* (廣州匯量網絡科技股份有限公司),
	a company established in the PRC as a joint stock limited
	company on July 15, 2015 through conversion from a limited
	liability company (i.e. Guangzhou Huitao) and listed on the
	NEEQ (stock code: 834299)
“Guangzhou Ruisou”	Guangzhou Ruisou Information Technology Co., Ltd.* (廣州睿搜
	信息科技有限公司), a company established in the PRC with
	limited liability on November 7, 2013 and and a direct
	wholly-owned subsidiary of Guangzhou Mobvista within the
	Retained Guangzhou Mobvista Group
“Guangzhou Mobvista Group”	Guangzhou Mobvista and its subsidiaries from time to time,
	including our Group
“[REDACTED]”	the [REDACTED] and the [REDACTED]
“[REDACTED]”	the [REDACTED] to be completed by the [REDACTED]
	designated by our Company
“Group,” “our Group,” or “the	the Company and its subsidiaries from time to time
Group”
	[REDACTED]
“Hong Kong” or “HK”	the Hong Kong Special Administrative Region of the People’s
	Republic of China

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DEFINITIONS “Hong Kong dollars” or “HK Hong Kong dollars, the lawful currency of Hong Kong dollars” or “HK$” “[REDACTED]” the [REDACTED] initially being [REDACTED] for [REDACTED] in the [REDACTED] at the [REDACTED] (subject to adjustment and reallocation as described in the section headed “Structure of the [REDACTED]” in this [REDACTED]) “[REDACTED]” the [REDACTED] of the [REDACTED] for [REDACTED] by the public in Hong Kong at the [REDACTED] (plus a brokerage fee of 1%, SFC transaction levy of 0.0027% and [REDACTED] trading fee of 0.005%) on the terms and subject to the conditions described in this [REDACTED] and the [REDACTED], as further described in the section headed “Structure of the [REDACTED] — The [REDACTED]” in this [REDACTED] “[REDACTED] Documents” this [REDACTED] and the [REDACTED] [REDACTED] “Hong Kong Takeovers Code” or the Code on Takeovers and Mergers and Share Buy-backs issued “Takeovers Code” by the SFC, as amended, supplemented or otherwise modified from time to time

“[REDACTED]” the [REDACTED] of the [REDACTED] as listed in the section headed “[REDACTED] — [REDACTED]” in this [REDACTED] “[REDACTED]” the [REDACTED], dated [REDACTED], relating to the [REDACTED], entered into among, inter alia, the [[REDACTED] (for themselves and on behalf of the [REDACTED])], the Controlling Shareholders and our Company, as further described in the section headed “[REDACTED]” in this [REDACTED] “Huiju Shanhe” Beijing Huiju Shanhe Internet Technology Co., Ltd. (北京匯聚山河網絡技術有限公司), a company incorporated in the PRC with limited liability on September 11, 2014 and a direct wholly-owned subsidiary of Guangzhou Mobvista within the Retained Guangzhou Mobvista Group “IFRS” the International Financial Reporting Standards, amendments and interpretation issued from time to time by the International Accounting Standards Board “independent third party(ies)” any entity or person who is not a connected person of our Company or an associate of any such person within the meanings ascribed thereto under the [REDACTED] “INR”* Indian rupee, the official currency of India

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	DEFINITIONS
“[REDACTED]”	the [REDACTED] of the [REDACTED] at the [REDACTED]
	outside the United States in offshore transactions in accordance
	with [REDACTED] and in the United States to [REDACTED]
	only in reliance on Rule [REDACTED] or any other available
	exemption from the registration requirement under the U.S.
	[REDACTED], as further described in the section headed
	“Structure of the [REDACTED]” in this [REDACTED]
“[REDACTED]”	the [REDACTED] Shares being initially offered for
	[REDACTED] at the [REDACTED] under the [REDACTED]
	together, where relevant, with any additional Shares that may be
	issued pursuant to any exercise of the [REDACTED], subject to
	adjustment and reallocation as described in the section headed
	“Structure of the [REDACTED]” in this [REDACTED]
“[REDACTED]”	the [REDACTED] of the [REDACTED]
“[REDACTED]”	the [REDACTED] relating to the [REDACTED] and expected to
	be entered into by, among others, our Company, the Controlling
	Shareholders and the [[REDACTED] (for themselves and on
	behalf of the [REDACTED])] on or about [REDACTED], as
	described in the section headed “[REDACTED] — [REDACTED]
	[REDACTED] — [REDACTED] — [REDACTED]” in this
	[REDACTED]
“iResearch”	Shanghai iResearch Co., Ltd, an industry consultant
“iResearch Report”	the market research report titled Third-Party Mobile Advertising
	Industry Study prepared by iResearch and commissioned by us
“[REDACTED]”	[REDACTED] and [REDACTED]
“Joint Sponsors”	UBS Securities Hong Kong Limited and CMB International
	Capital Limited
“KRW”	the Korean Republic Won, the official currency of South Korea
“Latest Practicable Date”	June 18, 2018 being the latest practicable date for ascertaining
	certain information in this [REDACTED] before its publication
“[REDACTED]”	the [REDACTED] of the Shares on the Main Board
“[REDACTED]”	the [REDACTED] Committee of the [REDACTED]

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DEFINITIONS

“[REDACTED]” the date, expected to be on or about [REDACTED], on which the Shares are to be [REDACTED] and on which dealings in the Shares are to be first permitted to take place on the [REDACTED] “Listing Rules” the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (as amended, supplemented or otherwise modified from time to time) “M&A Rules” Rules on Mergers and Acquisitions of Domestic Enterprise by Foreign Investors 《關於外國投資者併購境內企業的規定》( ) which was amended on June 22, 2009 “Main Board” the stock exchange (excluding the option market) operated by the Stock Exchange which is independent from and operates in parallel with the Growth Enterprise Market of the Stock Exchange “Maximum [REDACTED]” HK$[REDACTED] (being the high end of the [REDACTED] range stated in this [REDACTED])

“Memorandum” or the amended and restated memorandum of association of our “Memorandum of Association” Company [conditionally] adopted on [•] 2018 with effect from [REDACTED], as amended from time to time (a summary of which is set forth in Appendix III to this [REDACTED])

“MIIT” the Ministry of Industry and Information Technology of the PRC (中華人民共和國工業和資訊化部) (formerly known as the Ministry of Information Industry of the PRC（中华人民共和国信息化部）) “MNC HK” Mobvista Network Co., Limited, a company incorporated in Hong Kong with limited liabilities on March 7, 2013, one of our predecessor operating entities and deregistered in June 2016 “Mobworld Technology” Mobworld Technology Limited ( 廣州匯世信息科技有限公司), a company established in the PRC with limited liability on February 6, 2018 and an indirect wholly-owned subsidiary of our Company “Mobvista Technology” Mobvista (Guangzhou) Technology Limited (廣州匯量信息科技有限公司), a company established in the PRC with limited liability on April 2, 2015 and an indirect wholly-owned subsidiary of our Company “MIT HK” Mobvista International Technology Limited * (匯聚國際技術有限公司), a company incorporated in Hong Kong with limited liabilities on December 15, 2014 and an indirect wholly-owned subsidiary of our Company “MOFCOM” the Ministry of Commerce of the PRC (中華人民共和國商務部) “Mr. Cao” Mr. CAO Xiaohuan (曹曉歡), one of our co-founders, an executive Director and the president of our Company

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DEFINITIONS “Mr. Duan” Mr. DUAN Wei (段威), our chairman, one of our co-founders, an executive Director and the chief executive officer of our Company “Mr. Fang” Mr. FANG Zikai (方子愷), an executive Director and the chief product officer of our Company “Mr. Xi” Mr. XI Yuan (奚原), an executive Director and the vice president of our Company “NEEQ” The National Equities Exchange and Quotations (全國中小企業股份轉讓系統) of the PRC “NDRC” the National Development and Reform Commission of the PRC (中華人民共和國國家發展和改革委員會) “[REDACTED]” the final [REDACTED] per [REDACTED] (exclusive of brokerage, SFC transaction levy and [REDACTED] trading fee), expressed in Hong Kong dollars, at which [REDACTED] are to be [REDACTED] for pursuant to the [REDACTED] and [REDACTED] are to be offered pursuant to the [REDACTED], to be determined as described in the section headed “Structure of the [REDACTED] — [REDACTED] and [REDACTED]” in this [REDACTED] “[REDACTED]” the [REDACTED] and the [REDACTED] together, where relevant, with any additional Shares to be issued by our Company pursuant to the exercise of the [REDACTED]

[REDACTED]

“PRC Legal Advisor”

JunHe LLP

“[REDACTED] Agreement” the agreement to be entered into between our Company and the [REDACTED], acting on behalf of the [REDACTED], on the [REDACTED] to record and fix the [REDACTED] “[REDACTED] Date” the date, expected to be [REDACTED], on which the [REDACTED] is fixed for the purposes of the [REDACTED], and in any event no later than [REDACTED], or such other date as agreed between the parties to the [REDACTED] Agreement

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	DEFINITIONS
“[REDACTED]”	this [REDACTED] being issued in connection with	the
	[REDACTED]
“[REDACTED]”	a [REDACTED] within the meaning of Rule [REDACTED]
“[REDACTED]”	[REDACTED] under the U.S. [REDACTED]
“Retained Guangzhou Mobvista	Guangzhou Mobvista and its subsidiaries, excluding our Group
Group”
“Reorganization”	the reorganization arrangements of our Group in preparation	for
	the [REDACTED] as described in the section headed “History	and
	Corporate Structure — Reorganization” in this [REDACTED]
“RMB” or “Renminbi”	Renminbi yuan, the lawful currency of China
“Rule [REDACTED]”	Rule [REDACTED] under the U.S. [REDACTED]
“Rupiah”	the official currency of Indonesia
“SAFE”	the State Administration for Foreign Exchange of the PRC (中華
	人民共和國國家外匯管理局)
“SAIC”	the State Administration of Industry and Commerce of the PRC
	(中華人民共和國國家工商行政管理總局)
“SAT”	The State Administration of Taxation of the PRC (中華人民共和
	國國家稅務總局)
“Seamless”	Seamless Technology Limited (順流技術有限公司), a business
	company incorporated in the BVI with limited liability	on
	November 24, 2014 and wholly-owned by Guangzhou Mobvista
“Shenzhen Huirui”	Shenzhen Huirui Qianhai Information Technology Co., Ltd.*	(深
	圳匯睿前海信息科技有限公司), a company established in	the
	PRC with limited liability on March 28, 2016 and a direct
	wholly-owned subsidiary of Guangzhou Mobvista within	the
	Retained Guangzhou Mobvista Group
“SFC”	the Securities and Futures Commission of Hong Kong

“SFO” or “Securities and Futures the Securities and Futures Ordinance (Chapter 571 of the Laws of Ordinance” Hong Kong), as amended, supplemented or otherwise modified from time to time “Shareholder(s)” holder(s) of the Share(s) “Share(s)” ordinary share(s) in the share capital of our Company with a par value of US$0.01 each “[REDACTED]” [•]

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	DEFINITIONS
[“[REDACTED]”	the [REDACTED] expected to be entered into between [•] and the
	[REDACTED] (or its agents) on or around the [REDACTED]]
“[REDACTED]”	The [REDACTED] of Hong Kong Limited
“subsidiary” or “subsidiaries”	has the meaning ascribed thereto in section 15 of the Companies
	Ordinance
“substantial shareholder(s)”	has the meaning ascribed thereto in the [REDACTED]
“Track Record Period”	the three financial years ended December 31, 2015, 2016 and
	2017
“[REDACTED]”	the [REDACTED] and the [REDACTED]
“[REDACTED]”	the [REDACTED] and the [REDACTED]
“United States” or “U.S.”	the United States of America, its territories, its possessions and all
	areas subject to its jurisdiction
“U.S. dollars” or “US$”	United States dollars, the lawful currency of the United States
“U.S. [REDACTED]”	United States [REDACTED] of 1933, as amended, and the rules
	and regulations promulgated thereunder
“[REDACTED]”	the form of application for the [REDACTED] for use by the
	public who require such [REDACTED] to be issued in the
	applicants’ own name
“[REDACTED]”	the application for the [REDACTED] to be issued in the
	applicant’s own name, submitted online through the designated
	website of the [REDACTED], [REDACTED]
“[REDACTED]”	the [REDACTED] service provider designated by our Company
	as specified on the designated website at [REDACTED]
“Worldwide BVI”	Worldwide Target Limited, a business company incorporated in
	the BVI with limited liability on April 13, 2018 and [a direct
	wholly-owned subsidiary of our Company]
“Worldwide Cayman”	Worldwide Target Technology Holdings Limited, an exempted
	company incorporated in Cayman Islands on November 27, 2014
	and later deregistered on September 12, 2016; see “History and
	Corporate Structure — Our Corporate History and Development”
	in this [REDACTED]
“[REDACTED]”	the form of application for the [REDACTED] for use by the
	public who require such [REDACTED] to be deposited directly
	into [REDACTED]

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DEFINITIONS

“Zhuhai Huiliang” Zhuhai Huiliang Investment Holding Co., Ltd. (珠海匯量投資控股有限公司), a company incorporated in the PRC with limited liability on October 13, 2016 and a direct wholly-owned subsidiary of Guangzhou Mobvista within the Retained Guangzhou Mobvista Group “%”* per cent

In this [REDACTED]:

The English names of the PRC nationals, enterprises, entities, departments, facilities, certificates, regulations, titles and the like are translation and/or transliteration of their Chinese names and are included for identification purposes only. In the event of inconsistency between the Chinese names and their English translations and/or transliterations, the Chinese names shall prevail.

In this [REDACTED], the terms “associate,” “close associate,” “connected person,” “core connected person,” “connected transaction,” “controlling shareholder,” “subsidiary” and “substantial shareholder” shall have the meanings given to such terms in the [REDACTED], unless the context otherwise requires.

Certain amounts and percentage figures included in this [REDACTED] have been subject to rounding adjustments. Accordingly, figures shown as totals in certain tables may not be an arithmetic aggregation of the figures preceding them.

Unless otherwise specified, all references to any shareholdings in our Company following the completion of the [REDACTED] assume that the [REDACTED] is not exercised.

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GLOSSARY OF TECHNICAL TERMS

This glossary contains definitions of certain terms used in this [REDACTED] in connection with our
business. These terms and their definitions may not correspond to any industry standard definitions, and
may not be directly comparable to similarly titled terms adopted by other companies operating in the same
industries as our Company.
“ad inventory”
traffic available on online media for advertising
“ad creative”
the specific rendering of the ad content
“attribution”
in the context of advertising, the identification of a set of user
actions that contribute in some manner to a desired outcome, and
then the assignment of a value to each of these event
“AI”
artificial intelligence
“API”
application programming interface, a set of routines, protocols,
and tools for building software applications
“app”
a computer program designed to run on a mobile device
“ARPDAU”
average revenues per daily active user
“ARPPU”
average revenues per paying user
“B2B”
business to business
“CAGR”
compound annual growth rate
“CPA”
cost per action, a pricing model where advertising is paid on the
basis of each action of the mobile device user such as download,
installation or registration. CPI, CPE, CPL and CPC are typically
collectively referred to as CPA
“CPC”
cost per click, a pricing model where advertising is paid on the
basis of each click of the ad
“CPE”
cost per engagement, a pricing model where advertising is paid on
the basis of the mobile device user’s each engagement of the ad
“CPI”
cost per install, a pricing model where advertising is paid on the
basis of each installation of the app
“CPL”
cost per lead, a pricing model where advertising is paid on the
basis of each sign-up
“CPM”
cost per mille, a pricing model where advertising is paid on the
basis of thousand impressions
“CPS”
cost per sale, a pricing model where advertising is paid on the
basis of increased sale amount as a result of the advertising

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GLOSSARY OF TECHNICAL TERMS	GLOSSARY OF TECHNICAL TERMS
“CTR”	click-through rate, the ratio of mobile device users who click on
	the ad to the number of total mobile device users who view the ad
“DAU”	daily active user, in the context of DAUs of SDK, representing the
	number of unique mobile devices with app(s) integrating the SDK
	on the device calling the SDK (resulting in an exchange of data
	between the app and the SDK platform) on that day (multiple calls
	from the same device are only counted as one DAU)
“Device ID”	a unique device-specific identifier used to accurately measure
	actions taken by a specific mobile device
“DSP”	demand side platform
“eCPM”	effective cost per mille, the revenues that an ad publisher can
	received if they sold the ad inventories on a CPM basis, which
	equals CPC multiplied by CTR and 1,000
“ERP”	enterprise resource planning, business process management
	software that allows an organization to use a system of integrated
	applications to manage the business and automate many back
	office functions related to technology, services and human
	resources
“fill rate”	the percentage of the total number of ads actually delivered out of
	the total number of ads requested
“KPI”	key performance indicator, which means, in the context of mobile
	advertising, the indicator reflecting the effectiveness and
	performance of the advertising campaign
“MAU”	monthly active user
“native advertising”	a type of advertising that matches the form and function of the
	platform upon which it appears
“pan-entertainment”	the boarder scope of entertainment including but not limited to
	literature, music, film, video and other new forms of online and
	offline entertainment
“programmatic advertising”	the automatic buying and selling of ad inventories and automatic
	ad delivery through SDK or API
“ROI”	return on investment
“RTB”	real time bidding, a means by which ad inventories are bought and
	sold on via programmatic instantaneous auction
“SaaS”	software as a service, a software licensing and delivery model in
	which software is licensed on a subscription basis and is centrally
	hosted
“SDK”	software development kit, a set of software development tools that
	allows the creation of applications for a certain software package

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GLOSSARY OF TECHNICAL TERMS

“SSP” supply side platform “traffic” in terms of traffic in mobile advertising, the flow of ad audience on mobile media “tag” a keyword describing the characteristic assigned such as to an audience or app “unique mobile device” a term used when not counting the same mobile device duplicatively based on device ID

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FORWARD-LOOKING STATEMENTS

Certain statements in this [REDACTED] are forward-looking statements that are, by their nature, subject to significant risks and uncertainties. Any statements that express, or involve discussions as to, expectations, beliefs, plans, objectives, assumptions or future events or performance (often, but not always, through the use of words or phrases such as “will,” “expect,” “anticipate,” “estimate,” “believe,” “going forward,” “ought to,” “may,” “seek,” “should,” “intend,” “plan,” “projection,” “could,” “vision,” “goals,” “objective,” “target,” “schedules” and “outlook”) are not historical facts, are forward-looking and may involve estimates and assumptions and are subject to risks (including the risk factors detailed in this [REDACTED]), uncertainties and other factors some of which are outside our control and which are difficult to predict. Accordingly, these factors could cause actual results or outcomes to differ materially from those expressed in the forward-looking statements.

Our forward-looking statements have been based on assumptions and factors concerning future events that may prove to be inaccurate. Those assumptions and factors are based on information currently available to us about the businesses that we operate. The risks, uncertainties and other factors, many of which are beyond our control, that could influence actual results include, but are not limited to:

our ability to maintain and grow our advertiser and publisher bases;
our ability to maintain the necessary business scale;
our ability to continue to successfully implement our strategy with respect to programmatic advertising;
our ability to maintain competitive advantages on big data and AI;
our ability to derive revenue from our mobile analytics solutions;
our ability to maintain and expand our “Glocal” operating model;
our ability to maintain our technology capabilities and a reliable and efficient IT infrastructure;
our ability to attract, retain and develop qualified and skilled employees;
our ability to make sucessful [REDACTED] and acquisitions;
future developments, trends and conditions in the mobile advertising and mobile analytics industry and markets in which we operate;
our ability to control costs, including staff and server costs;
our ability to effectively manage our growth;
the continued growth and development of the mobile advertising industry;
general economic, political and business conditions in the mobile advertising and mobile analytics industry and the markets in which we operate;
relevant government policies and regulations relating to our industry, business and corporate structure;
changes to the regulatory environment and general outlook in the industry and markets in which we operate;
the effects of the global financial market and economic condition;
capital market developments;
change or volatility in interest ratios, foreign exchange ratios, equity prices, volume, operations, margins, risk management and overall market trends;
the actions and developments of our competitors; and
all other risks and uncertainties described in the section under the heading “Risk Factors” in this [REDACTED].

Since actual results or outcomes could differ materially from those expressed in any forward-looking statements, we strongly caution [REDACTED] against [REDACTED] undue reliance on any such forward-looking statements. Any forward-looking statement speaks only as of the date on which such statement is made, and, except as required by the [REDACTED], we undertake no obligation to update any forward-looking statement or statements to reflect events or circumstances after the date on which such

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FORWARD-LOOKING STATEMENTS

statement is made or to reflect the occurrence of unanticipated events. Accordingly, you should not place undue reliance on any forward-looking information. Statements of or references to our intentions or those of any of our Directors are made as at the date of this [REDACTED]. Any such intentions may change in light of future developments.

All forward-looking statements in this [REDACTED] are expressly qualified by reference to this cautionary statement.

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RISK FACTORS

RISKS RELATING TO OUR BUSINESS AND INDUSTRY

We are a relatively young company subject to risks and uncertainties associated with operating in a rapidly developing and evolving industry. Our limited operating history makes it difficult to evaluate our business and prospects.

We launched our mobile advertising platform in China in 2013 and have subsequently experienced rapid growth. We expect we will continue to expand as our ecosystem evolves and we grow our advertiser and publisher bases and explore new market opportunities, including our development of mobile analytics solutions. However, due to our limited operating history, our historical growth rate may not be indicative of our future performance. Our future performance may be more susceptible to certain risks than a company with a longer operating history in a different industry. Many of the factors discussed below could adversely affect our business and prospects and future performance, including:

our ability to maintain, expand and further develop our relationships with advertisers, publishers and mobile analytics users and meet their increasing demands;
our ability to introduce and manage the development of new solutions;
the continued growth and development of the mobile advertising industry;
our ability to maintain the technological advantages of our mobile advertising platform and keep up with the technological developments or new business models of the rapidly evolving mobile advertising industry;
our ability to effectively manage our growth;
our ability to compete effectively with our competitors in the mobile advertising industry; and
our ability to attract and retain qualified and skilled employees.

You should consider our business and prospects in light of the risks and uncertainties we face as a fast growing company operating in a rapidly developing and evolving market. We may not be successful in addressing the risks and uncertainties listed above, among others, which may materially and adversely affect our business and prospects and future performance.

We generate our revenues almost entirely from advertising solutions we provide. If we fail to retain existing advertisers and publishers, deepen or expand our relationships with advertisers and publishers, or attract new advertisers and publishers, our financial condition, results of operations and prospects may be materially and adversely affected.

Although we generate our revenues almost entirely from advertising solutions, our business model revolves around an ecosystem that requires us to retain and attract both advertisers and publishers. In order to retain and attract new advertisers we need to continue to provide increasingly precise, targeted advertising solutions that maximizes our advertisers return on advertising investment. In order to retain and attract new publishers we need to continue to improve the monetization efficiency for our publishers.

We cannot assure you that we will successfully retain existing advertisers, deepen or expand our relationships with our existing advertisers or attract new advertisers in the future. If our advertisers determine that their expenditures on our mobile advertising platform do not generate sufficient returns, they may reduce their advertising budgets or terminate advertising arrangements with us as our advertisers are typically not bound by long-term contracts. Failure to retain existing advertisers or attract new advertisers to advertise through our platform may materially and adversely affect our business, financial condition, results of operations and prospects.

In addition, our success also depends on our ability to retain existing publishers, deepen or expand our relationships with our publishers and attract new publishers in the future. If our publishers are no longer satisfied with the monetization efficiency generated by using our platform, they may reduce or discontinue their cooperation with us and we would lose a portion or all of the ad inventories through which we can deliver ads, as our publishers are typically not bound by long-term contracts. Publishers control the supply

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RISK FACTORS

of inventories and their processes may not always work in our favor. For example, publishers may place restrictions on the use of their inventories, including prohibiting the placement of ads on behalf of specific advertisers. In the event that we lose publishers or access to their ad inventories, we may not be able to complete ad delivery for advertisers in a timely manner or at all, and may incur significant costs in finding new publishers or new ad inventories, which may adversely affect our business, financial condition, results of operations and prospects.

If the mobile advertising industry fails to continue to develop and growth, or if the mobile advertising market develops or grows more slowly than expected, our profitability and prospects may be materially and adversely affected.

Our business and prospects depend on the continuing development of the mobile advertising industry as we derive substantially all of our revenues from our mobile advertising solutions. Our profitability and prospects depend on the continuing development and growth of the mobile advertising industry and may be affected by a number of factors, many of which are beyond our control, including:

technological innovation or new business models of the mobile advertising industry or the changing requirements of app developers;
acceptance of mobile advertising as an effective marketing channel and the emergence of other alternative marketing channels;
changes in government regulations or policies affecting the mobile advertising industry; and
the growth of the world Internet industry in general.

There can be no assurances as to the development and growth of the mobile advertising industry.

If we fail to introduce new or enhanced solutions to keep up with the technological developments or new business models of the mobile advertising and mobile analytics industries, or the changing requirements of advertisers, publishers and mobile analytics users, our business, financial condition and results of operations may be materially and adversely affected.

The Internet and the mobile advertising and mobile analytics industries are rapidly evolving and are subject to continuous technological developments and changing demands from our advertisers, publishers and mobile analytics users. Our future success depends in part upon our ability to enhance and integrate our existing solutions and to introduce new, competitively priced solutions with features that meet the evolving technological developments and requirements of advertisers and publishers, all in a timely and cost-effective manner. We must also develop and promote new solutions to address the emerging mobile market in order to maintain our competitive position. If we do not adapt our solutions to such changes in an effective and timely manner, we may lose advertisers, publishers and mobile analytics users who currently use our solutions. Furthermore, changes in technologies or new business models may require substantial investments in product development, IT infrastructure and other aspects of our operations. Our investments may not be successful due to a variety of reasons such as technical hurdles, inaccurate predictions of market demand or a lack of necessary resources. Failure to keep up with technological development or new business models of the mobile advertising industry or the changing requirements of advertiser, publishers and mobile analytics users may result in our solutions being less attractive to existing or potential advertisers, publishers and mobile analytics users, which in turn, may materially and adversely affect our business, results of operations and prospects.

A number of factors could have a negative impact on our ability to introduce new or enhanced solutions:

delays or difficulties in developing, integrating or customizing new solutions;
our competitors’ introduction of new solutions ahead of us, or their introduction of superior or cheaper solutions;
the development of in-house solutions that could eliminate the need for our solutions;
failure to anticipate changes in user acquisition, monetization and mobile analytics demands;

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RISK FACTORS

advertisers’ choice to conduct marketing campaigns and publishers’ choice to monetize their ad inventories without using our solutions;
failure to adapt to other technological developments; and
failure to react in a timely manner to greater adoption of new advertising pricing models.

There can be no assurances that we will be able to introduce the necessary solution to keep up with the technological developments or new business models of the mobile advertising or mobile analytics industries, or the changing requirements of advertisers, publishers and mobile analytic users.

If we do not effectively manage our growth, our operating performance will deteriorate and we may lose advertisers, publishers and mobile analytics users.

We have experienced rapid growth in the number of our advertisers, publishers and mobile analytics users, and growth in our headcount and operations. We may experience continued growth in our business through internal growth and acquisitions or strategic alliances. Our expansion has placed, and will continue to place, substantial demands on our managerial, operational, technological and other resources. Our planned expansion will also require us to maintain the consistency of our solution offerings to ensure that our market reputation and leadership does not suffer as a result of any deviations, whether actual or perceived, in the quality of our solution offerings. Our future results of operations depend to a large extent on our ability to manage this expansion and growth successfully. In particular, continued growth may subject us to the following additional challenges:

challenge in ensuring the productivity of a large employee base and recruiting, training and retaining highly skilled personnel, including sales and marketing, research and development, customer service and mobile advertising specialists for our growing international operations;
challenge in successfully improving our mobile advertising platform to accommodate mobile development, new advertising pricing models and new advertising and monetization demands;
challenge in successfully improving our mobile analytics SaaS platform to accommodate demands from app developers;
challenge in maintaining effective operational, financial and management controls across multiple jurisdictions, including increased challenges in consolidating financial results for subsidiaries and operations across different countries and regions; and
challenge in responding to evolving industry standards and government regulation that impact our growing international business, particularly in the areas of data protection and privacy.

There can be no assurances that our current platform and technology, procedures, resources and controls will be adequate to support our contemplated growth. If we fail to manage our growth effectively, our business, results of operations and prospects may be materially and adversely affected.

If we do not effectively manage our costs, we may not be able to sustain our profitability.

We rely on the supply of ad inventories from our publishers to deliver ads for our advertisers. Our traffic acquisition costs were US$136.3 million, US$193.2 million and US$215.5 million for the year ended December 31, 2015, 2016 and 2017, accounting for 94.4%, 89.9% and 93.7% of our costs of sales each year, respectively. Traffic acquisition costs accounted for a significant portion of our costs of sales and the increase of traffic acquisition costs may impact our profitability and our business, financial condition and results of operation.

In addition, we have expended significant resources to grow our business in recent years by enhancing our technology capabilities and infrastructure, growing our number of employees and expanding

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RISK FACTORS

internationally. Specifically, costs related to our IT infrastructure have accounted for an increasing amount of our total costs of sales. For the years ended December 31, 2015, 2016 and 2017, costs of sales incurred for our mobile advertising solutions in relation to server costs amounted to US$0.7 million, US$6.1 million and US$13.9 million, respectively. We anticipate continued growth that could require substantial financial and other resources to, among other things:

invest in our technology infrastructure and improve the capability of our platform, particularly as we continue to pursue programmatic advertising;
invest in our engineering and AI team to innovate and create and improve our solutions;
invest in our mobile analytics platform;
continue to expand internationally by expanding our local teams in an effort to increase our advertiser and publisher base;
cover general and administrative expenses, including cost of human capital as well as cost of legal, accounting and other expenses necessary to support a larger organization;
cover sales and marketing expenses;
cover expenses relating to data protection, privacy and other compliance matters, including additional infrastructure and personnel; and
explore strategic acquisitions.

Our expenditures may not yield the anticipated returns or benefits to our business, and if we fail to effectively manage our costs, we may not be able to sustain profitability.

We expect to continue to experience intense competition. If we fail to compete effectively against other mobile advertising companies and other mobile advertising solution providers, we could lose advertisers, publishers or mobile analytics users, and our revenues may decline.

As demand for mobile advertising and mobile analytics solutions continues to increase, we expect new competitors to enter these markets and existing competitors to allocate additional resources to these markets. As a result, we expect competition in the mobile advertising industry to intensify. Our direct competitors are other third-party mobile advertising platforms. Our competitors also include major mobile media that offer their ad inventories to advertisers directly on their own platforms and they may have more control on their mobile advertising pricing and more influence on the development of the mobile advertising industry. We also compete for advertisers’ overall marketing spending with direct marketing, print advertising companies and traditional media such as television, radio and cable companies. We also compete with other mobile analytics solutions providers that provide mobile analytics solutions for app developers. Our ability to compete depends on many factors, including price, return on advertising expenditures, availability of quality ad inventories, the effectiveness of our technologies and the quality of our customer service. If these factors are unfavorable to us, we may not be able to compete effectively or maintain our market position.

Certain of our existing and future competitors may have longer operating histories, broader reach and significantly greater financial, technical and marketing resources than we do. These competitors may engage in more extensive research and development, marketing campaigns and sales efforts than we can and develop or promote solutions that are similar to or better than ours. New and increased competition is likely to result in price reductions, reduced margins or a loss of our market leading position, any of which could cause us to lose advertisers, publishers or mobile analytics users, or decrease the advertising spending on our platform in a member that causes our revenues to decline, which may materially and adversely affect our business, results of operations and financial condition.

We may face certain risks in collecting our trade receivables, and the failure to collect could have a material adverse effect on our business, financial condition and results of operation.

As of December 31, 2017, our trade receivables were US$89.9 million and allowance for doubtful asset were US$12.1 million. Our trade receivables turnover days were 91 in 2017. As our business continues to scale, our trade receivable balance may continue to grow, which may increase our risks for uncollectible

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receivables. We generally do not require collateral or other security from our customers. Actual losses on receivables balance could differ from those that we anticipate and reserve in our allowance account, as a result we might need to adjust our allowance. Macroeconomic conditions could also result in financial difficulties for our customers, including limited access to the credit markets, insolvency or bankruptcy, and as a result could cause customers to delay payments to us, request modifications to their payment arrangements or default on their payment obligations to us. If we are unable to collect our trade receivables from our customers, our business, financial condition and results of operation may be materially and adversely affected.

Limitations on our ability to collect and use data, or challenges to our right to collect and use such data, could significantly diminish the value of our technologies and solutions and cause us to lose advertisers, publishers and mobile analytics users, and harm our business and results of operations.

Our data input mainly consists of app-related information from both advertisers and publishers and ad interaction behavior and device-specific data from end users. We collect device-specific data, which include device ID, IP address and behavior data through apps, but we do not collect or store personal data such as the audience’s legal name and personal ID number. In order to plan and optimize advertising campaigns and effectively provide monetization and mobile analytics solutions, we need to access and analyze such information. Certain app developers may prohibit or limit our collection or use of such data. Operating systems or certain user-end apps may also pose technical restrictions on our ability to legally collect device-specific data. Interruptions, failures or defects in our data collection systems, as well as privacy concerns regarding the collection of device-specific data, could also limit our ability to analyze such device-specific data. In addition, there is no assurance that the government will not adopt legislation that prohibits or limits collection of device-specific data on the Internet and the use of such data, or that third parties will not bring lawsuits against us relating to Internet privacy and data collection. Due to the recent development of laws and regulations on data protection and privacy, other companies will be subject to more stringent requirements on data sharing with third-party, which may limit our ability to collect data from them. If any of the above happens, we may be unable to provide effective solutions, lose advertisers, publishers and mobile analytics users, and our business, financial condition and results of operations would be adversely affected. Lawsuits or administrative inquiries could also be costly and divert management resources, and the outcome of such lawsuits or inquiries may be uncertain and may harm our business.

If we are provided inaccurate or fraudulent data, it may have an adverse impact on our business, results of operations and reputation.

We depend on the accuracy and genuineness of advertising performance data and other data provided by publishers in evaluating the effectiveness of our advertisers’ advertising campaigns and determining the the advertising fees that we receive form advertiser and the traffic acquisition costs that we pay to our publishers. We have implemented an anti-fraud mechanisms to detect and prevent fraudulent advertising performance data. However, there can be no assurance that such mechanism will always be effective or adequate. If the advertising performance data or other data provided by publishers is inaccurate or fraudulent, we will not be able to improve user targeting precision and achieve better performance for our advertisers’ ads and greater monetization efficiency for our media publishers. If our system fails to detect fraudulent advertising performance data or other data, we may have to pay unnecessary traffic acquisition costs to publishers based on these fraudulent data, and advertisers may refuse to pay us advertising fees due to the ineffectiveness of the advertising campaigns, which could result in disputes with ouradvertisers orpublishers, harm to our reputation and loss our of advertisers and publishers, and adversely affect our business, results of operations and financial conditions.

If we are unable to identify and consumate strategic investments and merger and acquisition opportunities, it may impair our ability to implement our strategies; if we consummate such investments and acquisitions, we may be exposed to additional risks.

We have acquired and invested in a number of business in recent years. We expect to continue to pursue strategic investment and merger and acquisitions opportunities in order to scale our operations and enhance our business reputation. However, our ability to consummate acquisitions is subject to a number of risks and uncertainties. Even if we are able to consummate acquisitions, our ability to successfully grow our business through such acquisitions involves significant challenges and risks, including:

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difficulties integrating into our operations the personnel, operations, solutions, technology, internal controls and financial reporting of companies we acquire;
disrupting our ongoing business, distracting our management and employees and increasing our expenses;
losing skilled professionals as well as established client relationships of the businesses we invest in or acquire;
for investments over which we may not obtain management and operational control, we may lack influence over the controlling partner or shareholder, which may prevent us from achieving our strategic goals in such investment;
new regulatory requirements and compliance risks that we become subject to as a result of acquisitions in new industries or otherwise;
actual or alleged misconduct or non-compliance by any company we acquire or invest in (or by its affiliates) that occurred prior to our acquisition or investment, which may lead to negative publicity, government inquiry or investigations against such company or against us;
unforeseen or hidden liabilities or costs that may adversely affect us following our acquisition of such targets; and
challenges in achieving the expected benefits of synergies and growth opportunities in connection with these acquisitions and investments.

Consequently, there can be no assurances that any investments or acquisitions we consummate will not have an adverse impact on our business results of operations and reputation.

We have international operations and plan to continue expanding our operations abroad where we have limited or no operating experience, and this may subject us to increased business and economic risks that could affect our financial results.

We have international operations and plan to continue the international expansion of our business operations. As of December 31, 2017, we had 12 offices globally in countries including China, the United States, the United Kingdom, the Netherlands, Demark, Japan, Singapore and India, serving companies in over 200 countries. We intend to continue to implement our “Glocal” model by enhancing our local service capabilities in each region in which we operate and expanding our global reach. We may enter new international markets where we have limited or no experience in mobile advertising or other solutions we may intend to provide. If we fail to deploy, manage, or oversee our international operations successfully, our business may suffer. In addition, we are subject to a variety of risks inherent in doing business internationally, including:

political, social, or economic instability;
foreign exchange controls and tax and other regulations and orders that might limit our ability to move cash freely, and impede our ability to invest such cash efficiently;
risks related to legal, regulatory, and other government scrutiny applicable to us with our provision of solutions and operations in foreign jurisdictions, including with respect to data collection, privacy, tax, law enforcement, content, trade compliance, intellectual property, and terrestrial infrastructure matters;
potential damage to our brand and reputation due to compliance with local laws, including potential censorship or requirements to provide user information to local authorities;
fluctuations in currency exchange rates and compliance with currency controls;
higher levels of credit risk and payment fraud;
enhanced difficulties of integrating any foreign acquisitions;
difficulties in staffing, managing, and overseeing global operations and the increased travel, infrastructure, and legal compliance costs associated with multiple international locations;
difficulties in gaining an in-depth understanding of local markets and cultures;

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risks related our ability to establish cooperation relationships with international partners, including local banks who provide us with support for international settlement and credit facilities; and
compliance with statutory equity requirements and management of tax consequences.

If we are unable to manage the complexity of our global operations and expand our global reach successfully, our financial results could be adversely affected.

If we lack of requisite approvals, licenses or permits applicable to our business, it may have a material adverse effect on our business and results of operations.

The laws and regulations on the mobile advertising, mobile analytics and Internet-related businesses, and the licensing and permit requirements pertaining to, companies in the Internet, mobile advertising and mobile analytics industries, are relatively new and evolving. The interpretation and enforcement of these laws and regulations also involve significant uncertainties. As a result, in certain circumstances it may be difficult to determine what may be deemed to be in violation of applicable laws and regulations. There can be no assurances you that we have obtained all the permits or licenses required for conducting our business in all jurisdictions where we operate or will be able to maintain our existing licenses or obtain new ones.

If any government considers that we were operating without the proper approvals, licenses or permits or promulgates new laws and regulations that require additional approvals or licenses or imposes additional restrictions on the operation of any part of our business, it has the power, among other things, to levy fines, confiscate our income, revoke our business licenses, and require us to discontinue our relevant business or impose restrictions on the affected portion of our business. Any of these actions by such government may have a material adverse effect on our business and results of operations.

Our business is subject to complex and evolving laws and regulations. Many of these laws and regulations are subject to change and uncertain interpretation, and could result in claims, changes to our business practices, monetary penalties, increased cost of operations, or declines in user growth or engagement, or otherwise harm our business.

We are subject to a variety of laws and regulations that involve matters central to our business, including privacy, data protection and personal information, rights of publicity, content, intellectual property, advertising, marketing, distribution, data security, data retention and deletion, electronic contracts and other communications, competition, protection of minors, consumer protection, telecommunications, product liability, taxation, economic or other trade prohibitions or sanctions. The introduction of new solutions, or other actions that we may take may subject us to additional laws, regulations, or other government scrutiny.

These laws and regulations, which in some cases can be enforced by private parties in addition to government entities, are constantly evolving and can be subject to significant change. As a result, the application, interpretation, and enforcement of these laws and regulations are often uncertain, particularly in the rapidly evolving industries in which we operate, and may be interpreted and applied inconsistently. There are also currently several proposals pending before legislative and regulatory bodies that could impose new obligations in areas affecting our business, such as liability for copyright infringement by third parties.

Additionally, we have relationships with third parties that perform a variety of functions. The laws and regulations related to the products and services provided by such third parties are complex, subject to change, and vary across different jurisdictions. As a result, we may be required to spend significant time, effort and expense to comply with applicable laws and regulations. Any failure or claim of our failure to comply, or any failure or claim of failure by the above-mentioned third parties to comply, could increase our costs or could result in liabilities.

These laws and regulations, as well as any associated inquiries or investigations or any other government actions, may be costly to comply with and may delay or impede the development of new products, result in negative publicity, increase our operating costs, require significant management time and attention, and subject us to remedies that may harm our business, including fines or demands or orders that we modify or cease existing business practices.

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If we fail to meet ad creatives and inventory standards and provide solutions that our advertisers and publishers trust, it could harm our brand and reputation and negatively impact our business, financial condition and operating results.

We do not provide or control either the advertisers that we service or that of the publishers who provide ad inventories. Advertisers provide the ad creatives and publishers provide the ad inventories. Both advertisers and publishers are concerned about being associated with contents they consider inappropriate or inconsistent with their brands, or illegal. Additionally, advertisers may seek to display advertising campaigns in jurisdictions that do not permit such advertising. Consequently, our reputation depends in part on providing solutions that our advertisers and publishers trust. There is no assurance that we will be able to effectively monitor issues related to ad creatives or to block fraudulent inventories. Despite our efforts, we may provide access to add inventories that is objectionable to our advertisers or we may serve advertising contents that contains malware or objectionable content to our publishers, which could harm our or our clients’ brand and reputation, and negatively impact our business, financial condition and operating results.

Misappropriation or misuse of privacy information and failure to comply with laws and regulations on data protection, including the GDPR, could result in claims, changes to our business practices, monetary penalties, increased cost of operations, or declines in advertisers, publishers or mobile analytics user base, or otherwise harm our business.

We collect device-specific data, which include device ID, IP address and behavior data, but we do not collect or store personal data such as the audience’s legal name and personal ID number. As such, our targeting is technically device-based and is not associated with the real person who is the actual user of such device. We currently retain our data in secure database servers. Although we observe security measures throughout our operations and limit access to such information, we cannot assure you that we will be able to prevent unauthorized individuals from gaining access to these database servers. Any unauthorized access to our servers, or abuse by our employees, could result in the theft or loss of privacy information. If privacy information is misappropriated, misused or lost, we could lose advertisers, publishers or mobile analytics users, or become subject to liability or litigation and our reputation could be harmed, any of which could materially and adversely affect our business and results of operations.

Proposed or new legislation and regulations on data privacy and data protection could also significantly affect our business. For example, the European General Data Protection Regulation, or the GDRP, took effect in May 2018 and apply to all of our solutions that are provided in Europe. The GDPR will include operational requirements for companies that receive or process personal data of residents of the European Union that are different than those currently in place in the European Union. Failure to comply with the GDPR may result in substantial fines and other administrative penalties. The GDPR may increase our responsibility and liability in relation to device-specific data that we process and we may be required to put in place additional mechanisms ensuring compliance with the GDPR. This may be onerous and if our efforts to comply with the GDPR or other applicable European Union laws and regulations are not successful, it could adversely affect our business in the European Union. In the United States, we are subject to the Children’s Online Privacy Protection Act, or the COPPA, which regulates collection of information from children online and the Federal Trade Commission Act, which prohibits unfair or deceptive actions both online and offline. The Federal Trade Commission Act has been applied to data security and online privacy regulation. The Federal Trade Commission is also an enforcer of failure to comply with privacy policies and other data protection laws and regulations and is COPPA’s primary enforcer. The U.S. government, including the Federal Trade Commission and the Department of Commerce, has announced that it is reviewing the need for greater regulation for the collection of information concerning user behavior on the Internet, including regulation aimed at restricting certain online tracking and targeted advertising practices.

In addition, some countries are considering or have passed legislation implementing data protection requirements or requiring local storage and processing of data or similar requirements that could increase the cost and complexity of delivering our solutions. These laws and regulations, as well as any associated

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inquiries or investigations or any other government actions, may be costly to comply with and may delay or impede the development of new products, result in negative publicity, increase our operating costs, require significant management time and attention, and subject us to remedies that may harm our business, including fines or demands or orders that we modify or cease existing business practices.

Any breaches to our security measures, including unauthorized access, computer viruses and hacking, may adversely affect our database, reduce use of our solutions and damage our reputation and brand names.

The volume of data that we process and store makes us or third party service providers who host our servers an attractive target and potentially vulnerable to cyber attacks, computer viruses, physical or electronic break-ins or similar disruptions. While we have taken steps to protect our database, our security measures could be breached. Because techniques used to sabotage or obtain unauthorized access to systems change frequently and generally are not recognized until they are launched against a target, we may be unable to anticipate these techniques or to implement adequate preventative measures. Any accidental or willful security breaches or other unauthorized access to our platform could cause confidential information to be stolen and used for illegal purposes. Security breaches or unauthorized access to confidential information could also expose us to liability related to the loss of the information, time-consuming and expensive litigation and negative publicity. If security measures are breached because of third-party action, employee error, malfeasance or otherwise, or if design flaws in our technology infrastructure are exposed and exploited, our relationships with our advertisers, publishers and mobile analytics users could be severely damaged, we could incur significant liability and our business and operations could be adversely affected. The PRC Network Security Law, effective on June 1, 2017, stipulates that a network operator, including Internet information services providers among others, must adopt technical measures and other necessary measures in accordance with applicable laws and regulations as well as compulsory national and industrial standards to safeguard the safety and stability of network operations, effectively respond to network security incidents, prevent illegal and criminal activities, and maintain the integrity, confidentiality and availability of network data. While we have adopted comprehensive measures to comply with the applicable laws, regulations and standards, there can be no assurance that such measures will be effective. If we were found by the regulatory authorities to have failed to comply with the PRC Network Security Law other similar laws and regulations in other jurisdictions, we would be subject to warnings, fines, confiscation of illegal gains, revocation of licenses, cancellation of filings, shutdown of our platform or even criminal liability and our business, financial condition and results of operations would be adversely affected.

Interruption or failure of Internet infrastructure and telecommunications systems could impair our ability to effectively deliver advertisements and provide our solutions, which could cause us to lose advertisers, publishers and mobile analytics users, and harm our business and results of operations.

Our business depends on the performance, reliability and stability of the Internet infrastructure and telecommunications systems. The availability of our solutions depends on third-party providers for services including cloud computing, storage capacity, content delivery and telecommunications. In addition, since we rely on the performance of our publishers to deliver the advertisements, any interruption or failure of their information technology and communications systems may undermine the effectiveness of our advertising solutions and cause us to lose advertisers. We have experienced failure of cloud computing service which resulted in partial data loss in the past. Any interruption or failure of Internet infrastructure and telecommunications systems could impair our ability to effectively deliver advertisements and provide our services and solutions, and could cause us to lose advertisers, publishers and mobile analytics users, and our business, financial condition and results of operations would be adversely affected.

Our platform, technology and IT infrastructure rely on software that is highly technical, and if it contains undetected errors, our business could be adversely affected.

Our platform, technology and IT infrastructure, including our AI-driven system, auto-scaling all-in-cloud multi-region distributed architecture, SDKs and anti-fraud mechanism, rely on software that is highly technical and complex. In addition, our platform, technology and IT infrastructure depend on the

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ability of the software to store, retrieve, process and manage immense amounts of data. The software on which we rely may now or in the future contain, undetected errors or bugs. Some errors may only be discovered after the code has been released for external or internal use. Errors or other design defects within the software on which we rely may result in a negative experience for advertisers, publishers and mobile analytics users, delay introductions of new features or enhancements, result in errors or compromise our ability to protect data or our intellectual property. Any errors, bugs or defects discovered in the software on which we rely could result in harm to our reputation, loss of advertisers, publishers and mobile analytics users or liability for damages, any of which could adversely affect our business, results of operations and financial conditions.

We may not be able to prevent others from making unauthorized use of our intellectual property.

We regard our software copyrights, trademarks, domain names, know-how, proprietary technologies and similar intellectual property as critical to our success, and we rely on a combination of intellectual property laws and contractual arrangements, including confidentiality and non-compete agreements with our employees and others to protect our proprietary rights. See “Business—Intellectual Property” in this [REDACTED]. Despite these measures, any of our intellectual property rights could be challenged, invalidated, circumvented or misappropriated, or such intellectual property may not be sufficient to provide us with competitive advantages.

It may be difficult to maintain and enforce intellectual property rights in China. Statutory laws and regulations are subject to judicial interpretation and enforcement and may not be applied consistently. Confidentiality, invention assignment and non-compete agreements may be breached by counterparties, and there may not be adequate remedies available to us for any such breach. Accordingly, we may not be able to effectively protect our intellectual property rights or to enforce our contractual rights in all jurisdictions. Preventing any unauthorized use of our intellectual property is difficult and costly and the steps we take may be inadequate to prevent the misappropriation of our intellectual property. In the event that we resort to litigation to enforce our intellectual property rights, such litigation could result in substantial costs and a diversion of our managerial and financial resources. We can provide no assurance that we will prevail in such litigation. In addition, our trade secrets may be leaked or otherwise become available to, or be independently discovered by, our competitors. To the extent that our employees or consultants use intellectual property owned by others in their work for us, disputes may arise as to the rights in related know-how and inventions. Any failure in protecting or enforcing our intellectual property rights could have a material adverse effect on our business, financial condition and results of operations.

We may be subject to intellectual property infringement claims, which may be expensive to defend and may disrupt our business and operations.

We cannot be certain that our operations or any aspects of our business do not or will not infringe upon or otherwise violate trademarks, patents, copyrights, know-how or other intellectual property rights held by third parties. We may be from time to time in the future subject to legal proceedings and claims relating to the intellectual property rights of others. In addition, there may be third-party trademarks, patents, copyrights, know-how or other intellectual property rights that are infringed by our products, services or other aspects of our business without our awareness. Holders of such intellectual property rights may seek to enforce such intellectual property rights against us in various jurisdictions. If any third-party infringement claims are brought against us, we may be forced to divert management’s time and other resources from our business and operations to defend against these claims, regardless of their merits.

Additionally, the application and interpretation of intellectual property right laws and the procedures and standards for granting trademarks, patents, copyrights, know-how or other intellectual property rights are evolving and may be uncertain, and we cannot assure you that courts or regulatory authorities would agree with our analysis. If we were found to have violated the intellectual property rights of others, we may be subject to liability for our infringement activities or may be prohibited from using such intellectual property, and we may incur licensing fees or be forced to develop alternatives of our own. As a result, our business and financial performance may be materially and adversely affected.

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The terms and conditions of our credit facilities impose customary financial covenants, and if we default on our credit facilities, it could have a material adverse effect on our results of operations and financial condition and make us vulnerable to adverse economic or industry conditions.

The terms and conditions of our credit facilities contain a number of restrictive covenants, including customary financial covenants, including covenants requiring us to maintain a minimum tangible net worth and minimum average deposit. If our business, results of operations or financial condition is adversely affected, we may be unable to maintain compliance with these covenants. A breach of any of these covenants could result in an event of default under our credit facility. Upon the occurrence of an event of default, the bank could elect to declare any and all amounts outstanding under such facility to be immediately due and payable and terminate all commitments to extend further credit. Under such circumstances, we may need to seek alternate financing sources to fund our ongoing operations and to repay amounts outstanding and satisfy our other obligations under our existing credit facilities. Such financing may not be available on favorable terms, if at all. Consequently, we may be restricted in how we fund ongoing operations and strategic initiatives and deploy capital, and in our ability to make acquisitions and to pay dividends. As a result, our business, results of operations and financial condition may be further adversely affected if we are unable to maintain compliance with the covenants under our credit facilities.

As a global company, we rely on the internal export and import of our services among our subsidiaries in China and overseas offices. Change of tax laws and regulations could subject us to additional tax, incur more costs and adversely affect our business, results of operations and financial condition.

As a global company, we rely on the internal export and import of our services among our subsidiaries in China and overseas offices. For example, our PRC entities may bill our Hong Kong entity for operation and research and development services provided in PRC, and our PRC entities may incur costs related to traffic purchase through our Hong Kong entity. Currently, our business model meets relevant requirements in the local tax laws and regulations and we are not subject to significant tax costs. However, if applicable laws and regulations change, we may be subject to additional tax, incur more costs and our business, results of operations and financial conditions will be adversely affected.

Seasonal fluctuations in advertising activity could have a material impact on our revenues, cash flow and operating results.

Our revenues, cash flow, operating results and other key operating and performance metrics may vary from quarter to quarter due to the seasonal nature of our advertisers’ spending on advertising campaigns. For example, advertisers tend to devote more of their advertising budgets in holiday seasons with consumer holiday spending. Moreover, advertising inventory in holiday seasons may be more expensive due to increased demand for advertising inventory. Our historical revenues growth has masked the impact of seasonality, but if our growth rate declines or seasonal spending becomes more pronounced, seasonality could have a material impact on our revenues, cash flow and operating results from period to period.

We face potential liability and harm to our business based on the nature of our business and the content on our platform.

Advertising may result in litigation relating to copyright or trademark infringement, public performance royalties or other claims based on the nature and content of advertising that is distributed through our platform. Though we contractually require advertisers to represent to us that they ensure their advertisements comply with applicable laws and regulations, we do not independently verify whether we are permitted to deliver, or verify the content of, such advertisements. If any of these representations are untrue, we may be exposed to potential liability and our reputation may be damaged. While our advertisers are typically obligated to indemnify us, such indemnification may not fully cover us, or we may not be able to collect. In addition to settlement costs, we may be responsible for our own litigations costs, which can be expensive.

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We have not purchased any insurance to cover our main assets, properties and business and our limited insurance coverage could expose us to significant costs and business disruption.

In line with general industry practice, we do not maintain any business interruption insurance or product liability insurance, which are not mandatory under PRC laws or relevant foreign laws. We do not maintain keyman life insurance, insurance policies covering damages to our network infrastructures or information technology systems or any insurance policies for our properties. We have purchased directors’ and officers’ liability insurance. Any disruption in our network infrastructure or business operations, litigation or natural disasters may result in our incurring substantial costs and the diversion of our resources, and we have no insurance to cover such losses. As a result, our business, financial condition and results of operations could be materially and adversely affected.

Certain of our leased property interests may be defective and could result in claims, monetary penalties, increased cost of operation or otherwise harm on our business.

As of the Latest Practicable Date, we operated our businesses primarily through four leased properties in Guangzhou and Beijing in China. Two of the landlords of the leased properties have not provided its evidence of the title or the right to the lease. According to PRC laws, rules and regulations, in situations where a landlord lacks evidence of the title or the right to lease, the relevant lease agreement may not be valid or enforceable under PRC laws, rules and regulations, and may also be subject to challenge by third parties. However, in cases where the lessors failed to provide property title certificates, we cannot assure you that such defects will be cured in a timely manner or at all. Our business may be interrupted and additional relocation costs may be incurred if we are required to relocate operations affected by such defects. Moreover, if our lease agreements are challenged by third parties, it could result in diversion of management attention and cause us to incur costs associated with defending such actions, even if such challenges are ultimately determined in our favor.

In addition, our four lease agreements in the PRC have not been filed with competent governmental authority. According to PRC laws, rules and regulations, the failure to file the lease agreement will not affect its effectiveness between the tenant and the landlord, however, the landlord and the tenant may be subject to administrative fines for such failure to file the lease. As of the Latest Practicable Date, we were not aware of any action, claim or investigation being conducted or threatened by the competent government authorities with respect to the defects in our leased properties. However, if we are fined or penalized by government authorities due to our lessors’ failure to file our lease agreements, our business and financial condition may be negatively impacted.

We may be subject to legal proceedings in the ordinary course of our business. If the outcomes of these proceedings are adverse to us, it could have a material adverse effect on our business, results of operations and financial condition.

We may be subject to legal proceedings from time to time in the ordinary course of our business, which could have a material adverse effect on our business, results of operations and financial condition. We may receive formal and informal inquiries from government authorities and regulators regarding our compliance with laws and regulations, many of which are evolving and subject to interpretation. Claims arising out of actual or alleged violations of law could be asserted against us by advertisers, by publishers, by mobile analytics users, by competitors, or by governmental entities in civil or criminal investigations and proceedings or by other entities. These claims could be asserted under a variety of laws in different jurisdiction, including but not limited to advertising laws, Internet information services laws, intellectual property laws, unfair competition laws, data protection and privacy laws, labor and employment laws, securities laws, real estate laws, tort laws, contract laws, property laws and employee benefit laws. We may also be subject to lawsuits due to actions by our publishers or advertisers.

There is no guarantee that we will be successful in defending ourselves in legal and administrative actions or in asserting our rights under various laws. Even if we are successful in our attempt to defend ourselves in legal and administrative actions or to assert our rights under various laws, enforcing our rights

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Adverse changes in political and economic policies of the PRC government could have a material adverse effect on the overall economic growth of China, which could reduce the demand for our solutions and materially and adversely affect our competitive position.

A portion of our operations are conducted in China. Accordingly, our results of operations, financial condition and prospects are influenced by economic, political and legal developments in China. Economic reforms have resulted in significant economic growth in China in the past few decades. However, any economic reform policies or measures in China may from time to time be modified or revised. China’s economy differs from the economies of most developed countries in many respects, including with respect to the amount of government involvement, level of development, growth rate, control of foreign exchange and allocation of resources. While the PRC economy has experienced significant growth in the past few decades, the rate of growth has slowed down since 2012, and growth has been uneven across different regions and among various economic sectors.

The PRC government exercises significant control over China’s economic growth through strategically allocating resources, controlling the payment of foreign currency-denominated obligations, setting monetary policy and providing preferential treatment to particular industries or companies. Although the Chinese economy has grown significantly in the past decade, that growth may not continue and any slowdown may have a negative effect on our business. Any adverse changes in economic conditions in China, in the policies of the PRC government or in the laws and regulations in China, could have a material adverse effect on the overall economic growth of China. Such developments could adversely affect our businesses, lead to reduction in demand for our products and adversely affect our competitive position.

The PRC legal system embodies uncertainties which could limit the legal protections available to us.

The PRC legal system is based on written statutes. Unlike common law systems, it is a system in which decided legal cases have little precedential value. The PRC legal system evolves rapidly, and the interpretations of many laws, regulations and rules may contain inconsistencies. Our PRC subsidiary is a wholly foreign-owned enterprise, as it was incorporated in China and is wholly owned by foreign investors. It is subject to laws and regulations applicable to foreign investment in China in general and laws and regulations applicable to wholly foreign-owned enterprises in particular. However, these laws, regulations and legal requirements are constantly changing and their interpretation and enforcement involve uncertainties. These uncertainties could limit the legal protections available to us. In addition, we cannot predict the effect of future developments in the PRC legal system, particularly with regard to Internet-related industries, including the promulgation of new laws, changes to existing laws or the interpretation or enforcement thereof, or the preemption of local regulations by national laws. Such unpredictability towards our contractual, property (including intellectual property) and procedural rights could adversely affect our business and impede our ability to continue our operations. Furthermore, any litigation in China may be protracted and result in substantial costs and diversion of resources and management attention.

PRC Governmental control of currency conversion may limit our ability to utilize our revenues effectively and affect the value of your [REDACTED].

Under the PRC law, Renminbi is freely convertible into foreign currencies with respect to “current account” transactions, but not with respect to “capital account” transactions. We have not received income derived from dividend payments from our PRC subsidiaries in the past, but we may receive dividend payments from our PRC subsidiaries in the future. Shortages in the availability of foreign currency may restrict the ability of our PRC subsidiaries to remit sufficient foreign currency to pay dividends or other

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RISK FACTORS

payments to us, or otherwise satisfy their foreign currency-denominated obligations. Approval or registration from SAFE or its local branch is required where Renminbi is to be converted into foreign currency and remitted out of China to pay capital expenses such as the repayment of loans denominated in foreign currencies. Dividend payments are current account transactions, which can be made in foreign currencies by complying with certain procedural requirements but do not require prior approval from SAFE. The PRC government may also exercise its discretion to restrict access in the future to foreign currencies for current account transactions. If the foreign exchange control system prevents us from obtaining sufficient foreign currency to satisfy our currency demands, we may not be able to pay dividends in foreign currencies to our shareholders.

Substantial uncertainties exist with respect to the enactment timetable, interpretation and implementation of the draft PRC Foreign Investment Law and how it may impact our business operations.

The Ministry of Commerce, or MOFCOM, published a discussion draft of the proposed Foreign Investment Law in January 2015 aiming to, upon its enactment, replace the trio of existing laws regulating foreign investment in China, namely, the Sino-foreign Equity Joint Venture Enterprise Law, the Sino-foreign Cooperative Joint Venture Enterprise Law and the Wholly Foreign-invested Enterprise Law. The draft Foreign Investment Law embodies an expected PRC regulatory trend to rationalize its foreign investment regulatory regime in line with prevailing international practice and the legislative efforts to unify the corporate legal requirements for both foreign and domestic investments. While the MOFCOM solicited public comments on this draft in 2015, substantial substantial uncertainties exist with respect to the enactment timetable, interpretation and implementation of the draft PRC Foreign Investment Law. According to the State Council Legislative Work Plan for 2018 issued by the General Office under the State Council on March 2, 2018, the draft Foreign Investment Law will be submitted to National People’s Congress Standing Committee for deliberation. However, the draft Foreign Investment Law, if enacted as proposed, may affect our business operations in certain aspects.

The draft Foreign Investment Law, if enacted as proposed, may affect our corporate governance practice and increase our compliance costs. For instance, the draft Foreign Investment Law proposed to imposes stringent ad hoc and periodic information reporting requirements on foreign investors and the applicable foreign invested entities. Aside from investment implementation report and investment amendment report that are required at each investment and alteration of investment specifics, an annual report is mandatory, and large foreign investors meeting certain criteria are required to report on a quarterly basis. Any company found to be non-compliant with the information reporting obligations may potentially be subject to fines and/or administrative or criminal liabilities, and the persons directly responsible may be subject to criminal liabilities.

Fluctuations in the value of the Renminbi may materially and adversely affect your [REDACTED].

The conversion of Renminbi into foreign currencies, including Hong Kong dollar and U.S. dollars, is based on rates set by the People’s Bank of China. On November 30, 2015, the Executive Board of the International Monetary Fund (“ IMF ”) completed the regular five-year review of the basket of currencies that make up the Special Drawing Right (“ SDR ”) and decided that with effect from October 1, 2016, Renminbi is determined to be a freely usable currency and will be included in the SDR basket as a fifth currency, along with the U.S. dollar, the Euro, the Japanese yen, and the British pound. With the development of the foreign exchange market and progress toward interest rate liberalization and Renminbi internationalization, the PRC government may in the future announce further changes to the exchange rate system, and we cannot assure you that the Renminbi will not appreciate or depreciate significantly in value against the Hong Kong dollar or the U.S. dollar in the future.

The [REDACTED] from the [REDACTED] are expected to be deposited overseas in currencies other than Renminbi. In case we decide to use a portion of the [REDACTED] in China, we need to obtain necessary approvals and filings from relevant PRC regulatory authorities to convert these [REDACTED] into onshore

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RISK FACTORS

Renminbi. If the [REDACTED] cannot be converted into onshore Renminbi in a timely manner, our ability to deploy these [REDACTED] efficiently may be affected, as we will not be able to [REDACTED] these [REDACTED] on RMB-denominated assets onshore or deploy them in uses onshore where Renminbi is required, which may adversely affect our business, results of operation and financial condition.

PRC regulations on loans to and direct investments in PRC entities by offshore holding companies may delay or prevent us from making loans or additional capital contributions to our PRC entities.

As an offshore holding company of our PRC subsidiaries, we may make loans to our PRC subsidiaries, or we may make additional capital contributions to our PRC subsidiaries. Such loans to our subsidiaries in China and capital contributions are subject to PRC regulations and approvals. For example, loans by us to our subsidiaries cannot exceed statutory limits and must be registered with SAFE or its local branch. Capital contributions to our PRC subsidiaries must be approved by or filed with the PRC Ministry of Commerce or its local counterpart. In addition, the PRC government also restricts the convertibility of foreign currencies into Renminbi and use of the proceeds in case we use a portion of the proceeds in China. On March 30, 2015, SAFE promulgated the Circular of the State Administration of Foreign Exchange on Reforming the Management Approach regarding the Settlement of Foreign Exchange Capital of Foreign-invested Enterprises 《國家外匯管理局關於改革外商投資企業外匯資本金結匯管理方式的通知》( , “ SAFE Circular 19 ”), which took effect and replaced certain previous SAFE regulations from June 1, 2015. SAFE further promulgated the Circular of the State Administration of Foreign Exchange on Reforming and Regulating Policies on the Control over Foreign Exchange Settlement of Capital Accounts 《國家外匯管理( 局關於改革和規範資本項目結匯管理政策的通知》, the “ SAFE Circular 16 ”), effective on June 9, 2016, which, among other things, amend certain provisions of SAFE Circular 19. We cannot assure you that we will be able to complete the necessary government registrations or obtain the necessary government approvals on a timely basis, if at all, with respect to future loans by us to our PRC subsidiaries or with respect to future capital contributions by us to our PRC subsidiaries. Violations of the applicable circulars and rules may result in severe penalties, including substantial fines as set forth in the Foreign Exchange Administration Regulations. If we fail to complete such registrations or obtain such approvals, our ability to contribute additional capital to fund our PRC operations may be negatively affected, which could adversely and materially affect our liquidity and our ability to fund and expand our business.

PRC rules on mergers and acquisitions may make it more difficult for us to pursue growth through acquisitions in China.

On August 8, 2006, six PRC regulatory agencies, including the Ministry of Commerce and China Securities Regulatory Commission (“ CSRC ”), promulgated the Regulations on Mergers and Acquisitions of Domestic Enterprises by Foreign Investors 《關於外國投資者併購境內企業的規定》( ), or the M&A Rules, which became effective on September 8, 2006 and was amended on June 22, 2009. Among other things, the M&A Rules and recently issued regulations and rules concerning mergers and acquisitions established additional procedures and requirements that could make merger and acquisition activities by foreign investors more time-consuming and complex. Moreover, the Anti-Monopoly Law (《中華人民共和國反壟斷法》) requires that the Ministry of Commerce shall be notified in advance of any concentration of undertakings if certain thresholds under the Provisions on Thresholds for Prior Notification of Concentrations of Undertakings 《國務院關於經營者集中申報標準的規定》( ), issued by the State Council on August 3, 2008, are triggered. According to the Implementing Rules Concerning Security Review on the Mergers and Acquisitions by Foreign Investors of Domestic Enterprises 《商務部實施外國投資者併購境內企業安全審( 查制度的規定》) issued by the Ministry of Commerce in August 2011, mergers and acquisitions by foreign investors involved in an industry related to national security are subject to strict review by the Ministry of Commerce. These rules also prohibit any transactions attempting to bypass such security review, including by controlling entities through contractual arrangements. We believe that our business is not in an industry related to national security. However, we cannot preclude the possibility that the Ministry of Commerce or other government agencies may publish interpretations contrary to our understanding or broaden the scope of such security review in the future. We may elect to grow our business in the future in part by directly

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acquiring complementary businesses in China. Complying with the requirements of these regulations to complete such transactions could be time-consuming, and any required approval processes, including obtaining approval from the Ministry of Commerce, may delay or inhibit our ability to complete such transactions.

Enforcement of stricter labor laws and regulations may adversely affect our business and our profitability.

As of December 31, 2017, we had a total number of 592 employees and approximately 88% of them were located in our offices in China. We have been subject to stricter regulatory requirements in terms of entering into labor contracts with our employees and paying various statutory employee benefits, including pensions, housing fund, medical insurance, work-related injury insurance, unemployment insurance and maternity insurance to designated government agencies for the benefit of our employees.

Pursuant to the PRC Labor Contract Law, or the Labor Contract Law and its implementation rules, employers are subject to stricter requirements in terms of signing labor contracts, minimum wages, paying remuneration, determining the term of employees’ probation and unilaterally terminating labor contracts. In the event that we decide to terminate some of our employees or otherwise change our employment or labor practices, the Labor Contract Law and its implementation rules may limit our ability to effect those changes in a desirable or cost-effective manner, which could adversely affect our business and results of operations. According to the PRC Social Insurance Law, employees must participate in pension insurance, work-related injury insurance, medical insurance, unemployment insurance and maternity insurance and the employers must, together with their employees or separately, pay the social insurance premiums for such employees.

As the interpretation and implementation of labor-related laws and regulations are still evolving, we cannot assure you that our employment practices do not and will not violate labor-related laws and regulations in China, which may subject us to labor disputes or government investigations. We cannot assure you that we have complied or will be able to comply with all labor-related law and regulations regarding including those relating to obligations to make social insurance payments and contribute to the housing provident fund. If we are deemed to have violated relevant labor laws and regulations, we could be required to provide additional compensation to our employees and our business, financial condition and results of operations will be adversely affected.

If we receive dividends from our subsidiaries in the PRC, such dividends may be subject to PRC withholding tax, which could materially and adversely affect the amount of dividends, if any, we may pay our shareholders.

We are a holding company incorporated under the laws of Cayman Islands and have subsidiaries in the PRC, from which we may receive dividends. Pursuant to the PRC Enterprise Income Tax Law《中華人民共和國企業所得稅法》, a withholding tax rate of 10% currently applies to dividends paid by a PRC “resident enterprise” to a foreign enterprise, unless the jurisdiction of the foreign investor’s tax residence has a tax treaty with China that provides for preferential tax treatment. Pursuant to the Arrangement between the Mainland China and the Hong Kong Special Administrative Region for the Avoidance of Double Taxation and Tax Evasion on Income《內地和香港特別行政區關於對所得避免雙重徵稅和防止偷漏稅的安排》, or the Double Tax Avoidance Arrangement and relevant PRC tax laws on the interpretation of the Arrangement, a preferential withholding tax rate of 5% may apply if the PRC enterprise is at least 25% held by the Hong Kong enterprise for at least 12 consecutive months prior to distribution of the dividends and certain other conditions, e.g., the beneficial ownership requirement, are met. Furthermore, under the the Announcement of the State Administration of Taxation on Promulgating the Administrative Measures for Tax Convention Treatment for Non-resident Taxpayers《國家稅務總局關於發佈<非居民納稅人享受稅收稅收協定待遇管理辦法>的公告》, which was issued in August 2015, the applicant for the preferential withholding rate is required to make a recordal with its in-charge tax authority and submit all the requisite application materials. No government approval for the application is required, although the relevant tax authorities may challenge the applicability of the preferential withholding rate later on. See “Regulatory Overview—Laws and Regulations in the PRC—Regulations Relating to Tax” in this [REDACTED]. We cannot assure you that our

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RISK FACTORS

determination regarding our qualification to enjoy the preferential tax treatment will not be challenged by the relevant PRC tax authority or we will be able to complete the necessary filings with the relevant PRC tax authority and enjoy the preferential withholding tax rate under the Double Taxation Arrangement with respect to dividends to be paid by our PRC subsidiaries to MIT HK.

We may be classified as a PRC resident enterprise for PRC income tax purposes, which could result in unfavorable tax consequences to us and our non-PRC shareholders.

Under the PRC Enterprise Income Tax Law and its implementation rules, an enterprise established outside of the PRC with a “de facto management body” within the PRC is considered a resident enterprise and will be subject to the enterprise income tax on its global income at the rate of 25%. The implementation rules define the term “de facto management body” as the body that exercises full and substantial control over and overall management of the business, productions, personnel, accounts and properties of an enterprise. In April 2009, the SAT issued the Circular of the State Administration of Taxation on Issues Concerning the Identification of Chinese-Controlled Overseas Registered Enterprises as Resident Enterprises in Accordance With the Actual Standards of Organizational Management《國家稅務總局關於境外註冊中資控股企業依據實際管理機構標準認定為居民企業有關問題的通知》, known as SAT Circular 82, which provides certain specific criteria for determining whether the “de facto management body” of a PRC-controlled enterprise that is incorporated offshore is located in China. According to Circular 82, an offshore incorporated enterprise controlled by a PRC enterprise or a PRC enterprise group will be regarded as a PRC tax resident by virtue of having its “de facto management body” in China and will be subject to PRC enterprise income tax on its global income only if all of the following conditions are met: (i) the primary location of the day-to-day operational management is in the PRC; (ii) decisions relating to the enterprise’s financial and human resource matters are made or are subject to approval by organizations or personnel in the PRC; (iii) the enterprise’s primary assets, accounting books and records, company seals, and board and shareholder resolutions, are located or maintained in the PRC; and (iv) at least 50% of voting board members or senior executives habitually reside in the PRC.

We believe none of our entities outside of China is a PRC resident enterprise for PRC tax purposes. See “Regulatory Overview—Laws and Regulations in the PRC—Regulations Relating to Tax” in this [REDACTED]. However, the tax resident status of an enterprise is subject to determination by the PRC tax authorities and uncertainties remain with respect to the interpretation of the term “de facto management body.” As substantially all of our management members are based in China, it remains unclear how the tax residency rule will apply to our case. If the PRC tax authorities determine that MIT HK or any of our subsidiaries outside of China is a PRC resident enterprise for PRC enterprise income tax purposes, then such subsidiary could be subject to PRC tax at a rate of 25% on its world-wide income, which could materially reduce our net income. In addition, we will also be subject to PRC enterprise income tax reporting obligations. Furthermore, if the PRC tax authorities determine that we are a PRC resident enterprise for enterprise income tax purposes, gains realized on the sale or other disposition of our shares may be subject to PRC tax, at a rate of 10% in the case of non-PRC enterprises or 20% in the case of non-PRC individuals (in each case, subject to the provisions of any applicable tax treaty), if such gains are deemed to be from PRC sources. It is unclear whether non-PRC shareholders of our company would be able to claim the benefits of any tax treaties between their country of tax residence and the PRC in the event that we are treated as a PRC resident enterprise. Any such tax may reduce the returns on your [REDACTED] in the shares.

We face uncertainty with respect to indirect transfers of equity interests in PRC resident enterprises by their non-PRC shareholders.

According to the Announcement of the SAT on Several Issues Concerning the Enterprise Income Tax on Indirect Property Transfer by Non-Resident Enterprises《國家稅務總局關於非居民企業間接轉讓財產企業所得稅若干問題的公告》, or SAT Circular 7, promulgated by the SAT in February 2015 and further revised in October and December 2017, if a non-resident enterprise transfers the equity interests of a PRC resident enterprise indirectly through the transfer of the equity interests of an offshore holding company (other than the purchase and sale of shares issued by a PRC resident enterprise in public securities market)

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without a reasonable commercial purpose, the PRC tax authorities have the power to reassess the nature of the transaction and treat the indirect equity transfer as a direct transfer. As a result, the gain derived from such transfer, i.e., the transfer price minus the cost of equity, will be subject to PRC withholding tax at a rate of up to 10%. Under the terms of SAT Circular 7, a transfer that meets all of the following circumstances shall be directly deemed as having no reasonable commercial purposes: (i) over 75% of the value of the equity interests of the offshore holding company are directly or indirectly derived from PRC taxable properties; (ii) at any time during the year before the indirect transfer, over 90% of the total properties of the offshore holding company are investments within PRC territory, or in the year before the indirect transfer, over 90% of the offshore holding company’s revenues is directly or indirectly derived from PRC territory; (iii) the function performed and risks assumed by the offshore holding company are insufficient to substantiate its corporate existence; or (iv) the foreign income tax imposed on the indirect transfer is lower than the PRC tax imposed on the direct transfer of the PRC taxable properties.

On October 17, 2017, the SAT released Public Notice Regarding Issues Concerning the Withholding of Non-resident Enterprise Income Tax at Source《國家稅務總局關於非居民企業所得稅源泉扣繳有關問題的公告》, or SAT Public Notice 37, effect from December 1, 2017. SAT Public Notice 37 made certain key changes to the current withholding regime including, such as (i) the withholding obligation for non-resident enterprise receiving dividend arises on the day the payment is actually made rather than on the day of the resolution to declare the dividends; (ii) the provision that non-resident enterprise shall self-report tax within seven days if their withholding agents fail to withhold is removed, etc.

We face uncertainties as to the reporting and other implications of certain past and future transactions where PRC taxable assets are involved, such as offshore restructuring and sale of the shares in our offshore subsidiaries. We and our non-PRC resident investors may be subject to filing obligations in such transactions, under SAT Circular 7. For transfer of shares in our company by investors that are non-PRC resident enterprises, our PRC subsidiaries may be requested to assist with the filing under SAT Circular 7. As a result, we may be required to expend valuable resources to comply with SAT Circular 7 or to request the relevant transferors from whom we purchase taxable assets to comply with these circulars, or to establish that our company should not be taxed under these circumstances, which may have a material adverse effect on our financial condition and results of operations.

It may be difficult to effect service of process upon us, our Directors or our executive officers that reside in the PRC or to enforce against them or us in the PRC any judgments obtained from non-PRC courts.

Some of our business, assets, operations and subsidiaries are located in the PRC. In addition, all our senior management members reside in the PRC, and some of our assets, and the assets of those persons, are located in the PRC. Therefore, it may be difficult for investors to effect service of process upon those persons inside the PRC or to enforce against us or them in the PRC any judgments obtained from non-PRC courts. The PRC does not have treaties providing for the reciprocal recognition and enforcement of judgments of courts with the United States, the United Kingdom, Japan and many other developed countries. Therefore, recognition and enforcement in China of judgments of a court in any of these jurisdictions in relation to any matter not subject to a binding arbitration provision may be difficult or even impossible.

Moreover, the legal framework to which our Company is subject is materially different from the Companies Ordinance or corporate law in the United States and other jurisdictions with respect to certain areas, including the protection of minority shareholders. In addition, the mechanisms for enforcement of rights under the corporate governance framework to which we are subject are also relatively undeveloped and untested. However, according to the Company Law of the PRC (the “ PRC Company Law ”), shareholders may commence a derivative action against the directors, supervisors, officers or any third party on behalf of a company under certain circumstances.

In July 2006, the Supreme People’s Court of the PRC and the Government of Hong Kong signed the Arrangement on Reciprocal Recognition and Enforcement of Judgments in Civil and Commercial Matters by the Courts of the Mainland and of the Hong Kong Special Administrative Region Pursuant to Choice of Court Agreements between Parties Concerned《最高人民法院關於內地與香港特別行政區法院相互認可和執行

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當事人協議管轄的民商事案件判決的安排》. Under such an arrangement, where any designated people’s court in the PRC or any designated Hong Kong court has made an enforceable final judgment requiring payment of money in a civil and commercial case pursuant to a choice of court agreement in writing by the parties, any party concerned may apply to the relevant people’s court in the PRC or Hong Kong court for recognition and enforcement of the judgment. Although this arrangement became effective on August 1, 2008, the outcome and effectiveness of any action brought under the arrangement still remain uncertain.

RISKS RELATING TO THE [REDACTED]

There has been no prior public market for the Shares and an active trading market may not develop.

Prior to completion of the [REDACTED], there has been no public market for our Shares. There can be no guarantee that an active trading market for our Shares will develop or be sustained after completion of the [REDACTED]. The [REDACTED] is the result of negotiations between our Company and the [REDACTED] (for themselves and on behalf of the [REDACTED]), which may not be indicative of the price at which our Shares will be traded following completion of the [REDACTED]. The market price of our Shares may drop below the [REDACTED] at any time after completion of the [REDACTED].

The [REDACTED] of our Shares may be volatile, which could result in substantial losses to you.

The [REDACTED] of our Shares may be volatile and could fluctuate widely in response to factors beyond our control, including general market conditions of the securities markets in Hong Kong, China, the United States and elsewhere in the world. In particular, the performance and fluctuation of the market prices of other companies with business operations located mainly in China that have listed their securities in Hong Kong may affect the volatility in the [REDACTED] of and [REDACTED] for our [REDACTED]. A number of PRC-based companies have listed their securities, and some are in the process of preparing for listing their securities, in Hong Kong. Some of these companies have experienced significant volatility, including significant price declines after their initial public offerings. The trading performances of the securities of these companies at the time of or after their offerings may affect the overall investor sentiment towards PRC-based companies listed in Hong Kong and consequently may impact the trading performance of our Shares. These broad market and industry factors may significantly affect the market price and volatility of our Shares, regardless of our actual operating performance.

[REDACTED] will experience immediate dilution.

As the [REDACTED] of our Shares is higher than the consolidated net tangible assets per share immediately prior to the [REDACTED], purchasers of our Shares in the [REDACTED] will experience an immediate dilution. Our existing Shareholders will receive an increase in the [REDACTED] adjusted combined net tangible asset value per share of their shares. In addition, holders of our Shares may experience further dilution of their interest if the [REDACTED] exercise the [REDACTED] or if we issue additional shares in the future to raise additional capital.

Future sales or perceived sales of substantial amounts of our Shares in the public market could have a material adverse effect on the prevailing market price of our Shares and our ability to raise additional capital in the future.

The market price of our Shares could decline as a result of substantial future sales of our Shares or other securities relating to Shares in the public market. Such a decline could also occur with the issuance of new Shares or other securities relating to our Shares, or the perception that such sales or issuances may occur. Future sales, or perceived sales, of substantial amounts of our Shares could materially adversely affect the prevailing market price of our Shares and our ability to raise future capital at a favorable time and price. Our shareholders would experience a dilution in their holdings upon the issuance or sale of additional securities for any purpose.

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RISK FACTORS

If securities or industry analysts do not publish research reports about our business, or if they adversely change their recommendations regarding our Shares, the market price and trading volume of our Shares may decline.

The trading market for our Shares will be influenced by the research and reports that industry or securities analysts publish about us or our business. If one or more of the analysts who cover us downgrade our Shares, the price of our Shares would likely decline. If one or more of these analysts cease coverage of our Company or fail to regularly publish reports on us, we could lose visibility in the financial markets, which in turn could cause our stock price or trading volume to decline.

As our Board has full discretion to whether to declare and pay dividends, you may not receive dividends and may rely on price appreciation of our Shares for a return on your [REDACTED].

Our Board has full discretion as to whether to declare and pay dividends. In addition, our shareholders may in a general meeting also declare dividends, provided that no dividends shall exceed the amount recommended by our Directors. In either case, in no circumstances may a dividend be paid if this would result in our Company being unable to pay its debts as they fall due in the ordinary course of business. Even if our Board decides to declare and pay dividends, or to recommend such dividends to our shareholders, the timing, amount and form of future dividends, if any, will depend on our future results of operations and cash flow, our capital requirements and surplus, the amount of distributions (if any) received by us from our subsidiaries, our financial condition, contractual restrictions and other factors deemed relevant by our Board. Accordingly, the return on your [REDACTED] in our Shares will likely depend entirely upon any future price appreciation of our Shares. There is no guarantee that our Shares will appreciate in value after the [REDACTED] or even maintain the price at which you purchased the Shares. You may not realize a return on your [REDACTED] in our Shares and you may even lose your entire [REDACTED] in our Shares.

[REDACTED] may experience difficulties in enforcing Shareholder rights.

Our Company is an exempted company incorporated in the Cayman Islands with limited liability and the laws of the Cayman Islands differ in some respects from those of Hong Kong or other jurisdictions where [REDACTED] may be located. The corporate affairs of our Company are governed by the Memorandum and the Articles, the Companies Law and the common law of the Cayman Islands. The rights of Shareholders to take legal action against our Company and/or our Directors, actions by minority Shareholders and the fiduciary duties of our Directors to our Company under Cayman Islands laws are to a large extent governed by the common law of the Cayman Islands. The common law of the Cayman Islands is derived in part from comparatively limited judicial precedent in the Cayman Islands as well as from English common law, which has persuasive, but not binding, authority on a court in the Cayman Islands. Shareholders may have different remedies in exercising their rights in the face of actions taken by the management of our Company, Directors or major Shareholders than they would as shareholders of a Hong Kong company or company incorporated in other jurisdictions.

There can be no assurance of the accuracy or completeness of certain facts, forecasts and other statistics obtained from various government publications, market data providers and other independent third-party sources, including the industry expert reports, contained in this [REDACTED].

This [REDACTED], particularly the section headed “Industry Overview,” contains information and statistics relating to the mobile and certain Internet-related industries. Such information and statistics have been derived from third-party reports commissioned by us, various government publications and other publicly available sources. We believe that the sources of the information are appropriate sources for such information, and we have taken reasonable care in extracting and reproducing such information. However, we cannot guarantee the quality or reliability of such source materials. The information has not been independently verified by us, the [REDACTED], the Joint Sponsors, the [REDACTED], the [REDACTED], the [REDACTED] or any other party involved in the [REDACTED], and no representation is given as to its accuracy. Collection methods of such information may be flawed or ineffective, or there may be

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discrepancies between published information and market practice, which may result in the statistics included in this [REDACTED] being inaccurate or not comparable to statistics produced for other economies. You should therefore not place undue reliance on such information. In addition, we cannot assure you that such information is stated or compiled on the same basis or with the same degree of accuracy as similar statistics presented elsewhere. In any event, you should consider carefully the importance placed on such information or statistics.

You should read the entire document carefully, and we strongly caution you not to place any reliance on any information contained in press articles or other media regarding us or the [REDACTED].

There may be, subsequent to the date of this document but prior to the completion of the [REDACTED], press and media coverage regarding us and the [REDACTED], which may contain, among other things, certain financial information, projections, valuations and other forward-looking information about us and the [REDACTED]. We have not authorized the disclosure of any such information in the press or media and do not accept responsibility for the accuracy or completeness of such press articles or other media coverage. We make no representation as to the appropriateness, accuracy, completeness or reliability of any of the projections, valuations or other forward-looking information about us. To the extent such statements are inconsistent with, or conflict with, the information contained in this document, we disclaim responsibility for them. Accordingly, prospective [REDACTED] are cautioned to make their [REDACTED] decisions on the basis of the information contained in this document only and should not rely on any other information.

You should rely solely upon the information contained in this document, the [REDACTED] and any formal announcements made by us in Hong Kong in making your [REDACTED] decision regarding our Shares. We do not accept any responsibility for the accuracy or completeness of any information reported by the press or other media, nor the fairness or appropriateness of any forecasts, views or opinions expressed by the press or other media regarding our Shares, the [REDACTED] or us. We make no representation as to the appropriateness, accuracy, completeness or reliability of any such data or publication. Accordingly, prospective [REDACTED] should not rely on any such information, reports or publications in making their decisions as to whether to [REDACTED] in our [REDACTED]. By applying to purchase our Shares in the [REDACTED], you will be deemed to have agreed that you will not rely on any information other than that contained in this document and the [REDACTED].

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WAIVERS FROM STRICT COMPLIANCE WITH THE [REDACTED]

In preparation for the [REDACTED], we have sought the following waivers from strict compliance with the relevant provisions of the [REDACTED]:

WAIVER IN RESPECT OF MANAGEMENT PRESENCE IN HONG KONG

Pursuant to Rule 8.12 of the [REDACTED], an issuer must have sufficient management presence in Hong Kong. This normally means that at least two of its executive directors must be ordinarily resident in Hong Kong.

We do not have sufficient management presence in Hong Kong for the purposes of satisfying the requirements under Rule 8.12 of the [REDACTED]. Our Group’s management, business operations and assets are primarily based outside Hong Kong. The principal management headquarters and senior management of our Group are primarily based in China. The Directors consider that the appointment of executive Directors who will be ordinarily resident in Hong Kong would not be beneficial to, or appropriate for, our Group and therefore would not be in the best interests of our Company and its Shareholders as a whole. We are of the view that it would be unduly onerous and burdensome and of no particular benefit to the [REDACTED] to require at least two executive Directors to be based in Hong Kong as the arrangements mentioned below should be sufficient to maintain effective communication between us and the [REDACTED]. Accordingly, we have applied to the [REDACTED] for, and the [REDACTED] has [granted], a waiver from strict compliance with the requirements under Rule 8.12 of the [REDACTED]. We will ensure that there is an effective channel of communication between us and the [REDACTED] by way of the following arrangements:

(a) pursuant to Rule 3.05 of the [REDACTED], we have appointed and will continue to maintain two authorized representatives, namely Mr. Cao and Ms. SO Shuk Yi Betty, to be the principal communication channel at all times between the [REDACTED] and our Company. Each of our authorized representatives will be readily contactable by the [REDACTED] by telephone, facsimile and/or e-mail to deal promptly with enquiries from the [REDACTED]. Both of our authorized representatives are authorized to communicate on our behalf with the [REDACTED];
(b) we will implement a policy to provide the contact details of each Director (including mobile phone numbers, office phone numbers and email addresses) to each of the authorized representatives and to the [REDACTED]. This will ensure that each of the authorized representatives and the [REDACTED] will have the means to contact all the Directors (including the independent non-executive Directors) promptly as and when required, including means to communicate with the Directors when they are travelling;
(c) we will ensure that all Directors who are not ordinarily resident in Hong Kong have valid travel documents to visit Hong Kong and will be able to come to Hong Kong to meet with the [REDACTED] within a reasonable period of time when required; and
(d) we have retained the services of a [REDACTED], being [REDACTED] (the “ [REDACTED] ”), in accordance with Rule 3A.19 of the [REDACTED]. The [REDACTED] will serve as a channel of communication with the [REDACTED] in addition to the authorized representatives of our Company. The [REDACTED] will provide our Company with professional advice on ongoing compliance with the [REDACTED]. We will ensure that the [REDACTED] has prompt access to our Company’s authorized representatives and Directors who will provide to the [REDACTED] such information and assistance as the [REDACTED] may need or may reasonably request in connection with the performance of the [REDACTED] duties. The [REDACTED] will also provide advice to our Company when consulted by our Company in compliance with Rule 3A.23 of the [REDACTED]; and meetings between the [REDACTED] and the Directors could be arranged through the authorized representatives or the [REDACTED], or directly with the Directors within a reasonable time frame. Our Company will inform the [REDACTED] as soon as practicable in respect of any change in the authorized representatives and/or the [REDACTED] in accordance with the [REDACTED].

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WAIVERS FROM STRICT COMPLIANCE WITH THE [REDACTED]

WAIVER IN RESPECT OF JOINT COMPANY SECRETARIES

Pursuant to Rules 3.28 and 8.17 of the [REDACTED], the company secretary must be an individual who, by virtue of his academic or professional qualifications or relevant experience, is, in the opinion of the [REDACTED], capable of discharging the functions of the company secretary. Pursuant to Note (1) to Rule 3.28 of the [REDACTED], the [REDACTED] considers the following academic or professional qualifications to be acceptable:

(a) a Member of The Hong Kong Institute of Chartered Secretaries;
(b) a solicitor or barrister as defined in the Legal Practitioners Ordinance (Chapter 159 of the Laws of Hong Kong); or
(c) a certified public accountant as defined in the Professional Accountants Ordinance (Chapter 50 of the Laws of Hong Kong).

Pursuant to Note (2) to Rule 3.28 of the [REDACTED], in assessing “relevant experience” the [REDACTED] will consider the individual’s:

(d) length of employment with the issuer and other issuers and the roles he or she played;
(e) familiarity with the [REDACTED] and other relevant law and regulations including the Securities and Futures Ordinance, Companies Ordinance and the Takeovers Code;
(f) relevant training taken and/or to be taken in addition to the minimum requirement under Rule 3.29 of the [REDACTED]; and
(g) professional qualifications in other jurisdictions.

We have appointed Mr. QIAN Cheng as one of the joint company secretaries. Mr. Qian has been serving as the secretary of the board of MIT HK since July 2016. He also served as the head of the securities department of Guangzhou Mobvista from August 2016 to October 2016; and he has been serving as a director and the secretary of the board of Guangzhou Mobvista since October 2016. Before joining us, Mr. Qian served as the senior vice president of the investment banking department at CSC Financial Co., Ltd. (中信建投證券股份有限公司) (HKEx Stock Code: 6066) from January 2015 to July 2016 and primarily focused on mergers and acquisition and restructuring in TMT industry, and as the senior manager of the same entity from November 2010 to December 2014. Prior to that, he worked at The Pacific Securities Co., Ltd. (太平洋證券股份有限公司) (Shanghai Stock Exchange Stock Code: 601099) from June 2007 to November 2010, and started to engage in general securities business since April 2008. However, Mr. Qian may not, in the view of the [REDACTED], possess all the qualifications and sufficient relevant experience as stipulated in the Notes to Rule 3.28 of the [REDACTED] and may not be able to solely fulfill the requirements as stipulated under Rule 3.28 and Rule 8.17 of the [REDACTED]. As such, our Company has appointed and engaged, Ms. So, who possesses the requisite qualification and experience as required under Rule 3.28 of the [REDACTED], to act as another joint company secretary of our Company and to provide assistance to Mr. Qian for an initial period of three years from the [REDACTED] so as to ensure that Mr. Qian would be able to acquire the necessary experience to satisfy the requirements of Rule 3.28 of the [REDACTED]. Mr. Qian will work closely with Ms. So to jointly discharge the duties and responsibilities as joint company secretaries with reference to their past experience and education background.

DIRECTORS AND PARTIES INVOLVED IN THE [REDACTED]

PARTIES INVOLVED IN THE [REDACTED]

Joint Sponsors UBS Securities Hong Kong Limited 52/F, 2 International Finance Center 8 Finance Street Central Hong Kong CMB International Capital Limtied 45/F, Champion Tower 3 Garden Road Central Hong Kong

[REDACTED]

Legal Advisors to the Company As to Hong Kong law and United States law Kirkland & Ellis 26th Floor, Gloucester Tower The Landmark 15 Queen’s Road Central Hong Kong As to PRC law JunHe LLP 26/F, HKRI Centre One, HKRI Taikoo Hui 288 Shimen Road (No.1) Shanghai PRC As to Cayman Islands law Maples and Calder (Hong Kong) LLP 53rd Floor, The Center 99 Queen’s Road Central Hong Kong

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DIRECTORS AND PARTIES INVOLVED IN THE [REDACTED]	DIRECTORS AND PARTIES INVOLVED IN THE [REDACTED]
Legal Advisors to the	As to Hong Kong law and United States law
[REDACTED]	Ashurst Hong Kong
	11/F, Jardine House
	1 Connaught Place
	Central
	Hong Kong
	As to PRC law
	Commerce & Finance Law Offices
	6th Floor, NCI Tower
	A12 Jianguomenwai Avenue
	Beijing
	China
Reporting Accountants and	Certified Public Accountants
Independent Auditor	KPMG
	8th Floor
	Prince’s Building
	10 Chater Road
	Central
	Hong Kong
Industry Consultant	Shanghai iResearch Co., Ltd.
	Room 701, Building B
	CCIG International Plaza
	333 North Caoxi Road
	Shanghai
	PRC
[REDACTED]	[●]
	[address]

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CORPORATE INFORMATION

Headquarters	43/F-44/F, Tianying Plaza (East Tower)
	No. 222-3 Xingmin Road
	Zhujiang New Town, Tianhe District
	Guangzhou, Guangdong Province
	PRC
Principal Place of Business in	18/F, Tesbury Centre
Hong Kong	28 Queen’s Road East
	Wanchai
	Hong Kong
Registered Office in the Cayman	P.O. Box 10008
Islands	Willow House, Cricket Square
	Grand Cayman, KY1-1001
	Cayman Islands
Company Website	www.mobvista.com (the information contained on the website
	does not form part of this [REDACTED])
Joint Company Secretaries	Mr. QIAN Cheng (錢程)
	Ms. SO Shuk Yi Betty (蘇淑儀)
Authorized Representatives	Mr. CAO Xiaohuan (曹曉歡)
	Room 503, Building 4, Hupan Garden
	Suzhou Industrial Park
	Suzhou, Jiangsu Province
	PRC
	Ms. SO Shuk Yi Betty (蘇淑儀)
	18/F, Tesbury Centre
	28 Queen’s Road East
	Wanchai
	Hong Kong
	(a fellow member of The Hong Kong Institute of Chartered
	Secretaries and an associate of The Institute of Chartered
	Secretaries and Administrators)
Audit Committee	Mr. WANG Jianxin (王建新) (Chairman)
	Mr. YING Lei (應雷)
	Mr. HU Jie (胡傑)
Remuneration Committee	Mr. YING Lei (應雷) (Chairman)
	Mr. CAO Xiaohuan (曹曉歡)
	Mr. HU Jie (胡傑)
Nomination Committee	Mr. DUAN Wei (段威) (Chairman)
	Mr. YING Lei (應雷)
	Mr. HU Jie (胡傑)

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CORPORATE INFORMATION

[REDACTED]

Principal Banker

The Hongkong and Shanghai Banking Corporation Limited 1 Queen’s Road Central Hong Kong

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INDUSTRY OVERVIEW

The information presented in this section, unless otherwise indicated, is derived from various official government publications and other publications and from the market research report prepared by iResearch, which was commissioned by us. We believe that the information has been derived from appropriate sources and we have taken reasonable care in extracting and reproducing the information. We have no reason to believe that the information is false or misleading in any material respect or that any fact has been omitted that would render the information false or misleading in any material respect. The information has not been independently verified by us, the Joint Sponsors or any of our or their respective directors, officers or representatives or any other person involved in the [REDACTED] nor is any representation given as to its accuracy or completeness. The information and statistics contained in this section may not be consistent with other information and statistics compiled elsewhere.

SOURCE OF INFORMATION

Founded in 2002, iResearch is a leading provider of online user data and consumer insights in China. Headquartered in Beijing and Shanghai, iResearch has a management team with over 400 employees worldwide and has accumulated extensive experience in researching and monitoring the development of the Internet industry in the PRC.

We have agreed to pay a commission fee of RMB980,000 for the iResearch Report. Data for the iResearch Report on market size and online users is mainly obtained through interviews with industry participants, marketing surveys, secondary sources and other research methods, some of which have not been directly verified by the related operators. Some of the data published in this report is based on sampling conducted through an online survey platform of iResearch, and is therefore influenced by its sample structure. Due to limited research method, sample size and scope of data collection, part of the data may not precisely reflect actual market conditions.

iResearch has prepared the iResearch Report on the assumptions that (i) the social, economic and political environments of global and China will remain stable during the forecast period, which will ensure a sustainable and steady development of mobile advertising industry; (ii) the data quoted from authoritative agencies remain unchanged; and (iii) the revenue-sharing arrangements among the market participates follow market standards. iResearch believes that the basic assumptions used in preparing the iResearch Report, including those used to make future projections, are correct and not misleading. iResearch has independently analyzed the information, but findings in the iResearch report largely rely on the accuracy of the information collected.

After making reasonable inquiries, our Directors confirm that there has been no adverse change in the market information presented in the iResearch Report since the date of its issuance which may qualify, contradict or impact the information in this section.

GLOBAL MOBILE APP DEVELOPMENT

The proliferation of global mobile Internet has developed significantly in recent years. According to the iResearch Report, due to decreases in cost of data and improvements in device hardware, the number of global mobile Internet users increased from 2.3 billion in 2013 to 3.9 billion in 2017 at a CAGR of 14.1%, and is projected to reach 6.0 billion in 2022 at a CAGR of 9.1%. As a result, the global mobile penetration rate increased from 33.2% in 2013 to 50.8% in 2017, and is projected to reach 68.6% in 2022. The relatively low mobile penetration rate in emerging markets indicates significant potential for the development of mobile Internet in such markets. According to the iResearch Report, the daily average time spent on mobile Internet by mobile users globally increased from 2.0 hours in 2013 to 3.7 hours in 2017, and is projected to reach 4.4 hours in 2022. This increasing time spent on mobile devices makes mobile users more exposed to various types of content, including advertisements, thereby creating an enormous market for mobile advertising.

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INDUSTRY OVERVIEW

Due to the development of mobile Internet, people increasingly rely on apps in their everyday lives. According to the iResearch Report, global app annual downloads increased from 84.1 billion in 2013 to 192.1 billion in 2017 at a CAGR of 22.9%, and is projected to further increase to 306.2 billion in 2022 at a CAGR of 9.8%.

As demands from mobile users around the world are similar in nature, the development trend of the app market in each country is also similar. In an early stage of development, apps are mainly focused on utilities and online social networking with minimal or no offline integration. With the improvement of mobile device performance, network infrastructure and logistics, more specialized apps emerged, such as news aggregation, games, e-commerce and pan-entertainment, which tend to integrate more with users’ offline lives and local culture and also require more localization efforts from developers.

As the extent of the development of mobile Internet and infrastructure is different, the development stage of the app market in each country may be different. According to the iResearch Report, countries can be generally categorized into three tiers based on the development stage of their app market. Countries with well-established app markets include China and the United States, whose developers developed over 70% of the global top 50 apps by download. Countries with emerging app markets include Japan, South Korea and some European countries, which are sources of fewer top-tier apps than well-established countries, but with strong local developers for certain app categories such as games. Elsewhere in the world, the app market is less developed due to relatively weak mobile Internet infrastructure.

According to the iResearch Report, the differences in the development stage of apps among countries is a driver for app globalization from more established markets to less established markets. Apps popular in less established markets are currently primarily developed by developers in well-established and emerging markets, particularly China and the United States, due to their successful overseas expansion and strengths in technology, experience and financial support. Most apps in countries with less established markets are focusing on utilities and online social networking with limited offline integration. However, users in such countries are expected to need more apps that integrate with their local lives, service and culture as their app markets mature. As a result, developers are required to have better understandings of local culture, user preferences and regulatory environments in order to succeed in these markets.

According to the iResearch Report, apps can be divided into four categories based on MAUs and life cycle:

Platform-level apps , or typically social apps that can reach the largest number of users such as Facebook, Twitter, WeChat and Weibo;
Hero apps , or apps that can accumulate large numbers of users and with long life cycles, that can typically gather high quality traffic;
Flashing apps , or apps that have a large number of users but can typically retain them for only less than six months; and
Medium-sized and long-tail apps , or apps with relatively fewer users. A significant number of medium-sized and long-tail apps exist in the market.

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INDUSTRY OVERVIEW

The following chart sets out the indication of the four categories of apps explained above and the number of apps in Google Play and iOS App Store worldwide from 2013 to 2017:

==> picture [172 x 130] intentionally omitted <==

----- Start of picture text -----

Medium-Sized &
Long-Tail Apps
----- End of picture text -----

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==> picture [71 x 118] intentionally omitted <==

Source: iResearch Report

As the number of platform-level and hero apps in the market are limited, there are a large number of flashing apps and medium-sized and long-tail apps with smaller user bases. According to the iResearch Report, as a large number of apps compete for a limited number of high exposure placements in app store rankings lists, more than half of apps are typically never seen by app store users, leading to them having enormous demand for advertising and user acquisition. At the same time, as (i) only a portion of mobile apps have in-app purchase features and (ii) less of 10% of mobile app users actually make in-app purchases, advertising has become the most profitable, and often the only, method for app developers to monetize. Unlike platform-level apps that can easily fulfil their user acquisition and monetization needs, hero apps, medium-sized and long-tail apps need advertising platforms to help them achieve user acquisition and monetization through precise and refined advertising services. In addition, due to increasing user acquisition costs, app developers tend to allocate larger advertising budgets and select effective channels to increase the exposure of their apps and to find more cost-efficient ways to run advertising campaigns and acquire new users.

GLOBAL MOBILE ADVERTISING MARKET

The development of the global mobile advertising market has been substantially driven by the improvement of mobile Internet technology, optimization of mobile content and increase in mobile traffic. In the early stages of the mobile advertising market, traffic on mobile devices was low and advertising was typically in the form of text and multimedia messages. Starting in 2004, the advent of wireless application protocols, or standards for accessing information over a mobile wireless network, increased mobile traffic substantially. Subsequently, the increase of smartphone shipments and improvement of hardware performance since 2011 has led to a significant increase of the number of apps, driving the rapid growth of the mobile advertising market to surpass the traditional PC Internet advertising market in 2017. Moreover, the development of programmatic advertising started in around 2012 and is becoming increasingly prevalent. As the mobile advertising industry develops, advertising and monetization demands from app developers are becoming even stronger.

Mobile Advertising Participants

The five key participants in the mobile advertising market are advertisers, third-party advertising service providers, top media in the macromedia ecosystem, app developers providing mobile media other than top media and mobile device users. Mobile media, including all types of apps such as games, content aggregators and social media apps, supply user traffic and achieve monetization through mobile advertising. Advertisers often place multiple forms of advertisements on a variety of mobile media to reach global users. However, most developers do not have the resources to establish proprietary mobile advertising platforms to offer their own ad inventory. As a result, they primarily offer ad inventory through third-party advertising

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INDUSTRY OVERVIEW

service providers to achieve their monetization goals. In contrast, top media such as Google and Facebook primarily offer ad inventory on their proprietary advertising platforms and cooperate with advertisers directly. They also offer ad inventory through third-party advertising service providers to improve monetization efficiency and scale, especially in overseas markets where they have less market presence.

Third-party advertising service providers, such as third-party advertising platforms, connect advertisers and mobile media. These third-party service providers offer advertisers innovative and cost-effective ways to optimize their mobile advertising campaigns throughout the life cycle of their apps and achieve their performance-based user acquisition goals. Their integrated data-driven solutions help advertisers discover, engage and activate potential users, monitor and measure the results of marketing campaigns, and create content catering to potential users across different content distribution channels through mobile devices. These service providers also offer tools and services to app developers that allow their apps to deliver ads in various forms such as banners, interactive rich media and videos. Third-party advertising service providers connect mobile media with advertisers of all sizes. Mobile media publishers supply service providers with ad inventory . Certain third-party advertising service providers with strong technology capabilities also analyze ad interaction and performance data to achieve more accurate audience profiling and more precise targeting in advertising campaigns.

The following flowchart illustrates the participants in mobile advertising process:

==> picture [335 x 118] intentionally omitted <==

==> picture [34 x 118] intentionally omitted <==

Source: iResearch Report

Non-programmatic and Programmatic Advertising

According to the iResearch Report, key parts of the mobile advertising industry chain include demand side platforms (DSP), supply side platforms (SSP), data management platforms (DMP), ad exchanges and ad networks. These parts enable both programmatic advertising and non-programmatic advertising.

Non-programmatic advertising is typically in the form of: (i) advertisers purchasing ad inventory on ad networks through a third-party advertising platform, where ad networks typically act as intermediaries aggregating small traffic sources; and (ii) advertisers purchasing ad inventory on media (typically top media that have proprietary advertising platforms) through a third-party advertising platform in the form of media buy, an approach where such third-party advertising platform purchases ad inventory on behalf of advertisers through their respective accounts with the top media. These forms of ad inventory purchase mainly involve offline and manual procedures and communications.

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INDUSTRY OVERVIEW

Programmatic advertising features automatic buying and selling of ad inventory and automatic ad delivery. Programmatic advertising typically involves: (i) the DSP and SSP of third-party advertising platforms, which connect advertisers and publishers on third-party advertising platforms, respectively, (ii) ad exchanges, or transaction platforms facilitating the buying and selling of ad inventory from multiple ad networks through bidding, and (iii) data management, platforms for centralized advertising data collection and management. One advantage of programmatic ad inventory transactions is that they can be done through real-time bidding, where ad inventories are bought and sold on via instantaneous programmatic auction. In addition, programmatic advertising can achieve more precise targeting by analyzing multi-dimensional mobile device and ad interaction data collected through SDK or API integration. Programmatic advertising can also improve the efficiency of and reduce costs related to ad inventory transactions and achieve automatic ad delivery.

The following flowchart illustrates the non-programmatic and programmatic mobile advertising processes:

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==> picture [108 x 139] intentionally omitted <==

Source: iResearch Report

Scale of the Mobile Advertising Market

According to the iResearch Report, global total media advertising spending increased from US$488.5 billion in 2013 to US$663.4 billion in 2017, and is expected to reach US$895.2 billion in 2022. The proportion of advertising spending on traditional media like print, radio and TV out of total media advertising spending has decreased since 2013 and is expected to continue to decrease. At the same time, mobile advertising spending as a percentage of total advertising spending is rapidly increasing in line with overall time spent on mobile devices by users. According to the iResearch Report, the proportion of time spent on mobile devices out of total time spent on all media worldwide was 20.3% in 2013, while mobile advertising spending contributed only 4.1% of total advertising spending. These numbers reached 30.4% and 21.5% in 2017, respectively, and are expected to reach 40.8% and 35.4% in 2022, respectively, indicating a rapid increase in mobile advertising spending to fill the gap. As a result, total mobile advertising spending increased from US$20.2 billion in 2013 to US$142.5 billion in 2017 at a CAGR of 63.1%, and is projected to further increase to US$316.5 billion in 2022 at a CAGR of 17.3%.

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INDUSTRY OVERVIEW

The following chart sets out total global advertising spending by media type for the periods indicated:

==> picture [380 x 179] intentionally omitted <==

Source: iResearch Report

Note : Print includes magazines and newspaper but excludes digital (PC and mobile). Radio excludes off-air radio and digital (PC and mobile). Others include directors, mobile web and out-of-home advertising.

According to the iResearch Report, programmatic advertising is becoming increasingly prevalent as it matches advertisers and media more efficiently and effectively through technology. Spending on programmatic advertising by mobile app advertisers increased significantly from US$1.7 billion in 2013 to US$27.3 billion in 2017 at a CAGR of 100.4%, and is expected to further increase to US$69.0 billion in 2022 at a CAGR of 20.4%. The following chart sets out trends in mobile advertising spending by purchase model for the periods indicated:

==> picture [388 x 187] intentionally omitted <==

Source: iResearch Report

The mobile advertising market has demonstrated tremendous growth potential with significant advantages in terms of accessibility, portability and target audience size. In light of the growing mobile audience base and continuous innovation in mobile technology, advertising platforms that can help advertisers better plan, launch, manage and optimize advertising campaigns through mobile channels are more likely to capture greater market shares.

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INDUSTRY OVERVIEW

Types and Geography of Mobile Advertisers

Currently, app developers are dominating mobile advertising spending due to their strong demand for user acquisition. According to the iResearch Report, global advertising spending by mobile app advertisers increased from US$12.1 billion in 2013 to US$77.1 billion in 2017 at a CAGR of 58.9%, and is projected to further increase to US$163.6 billion in 2022 at a CAGR of 16.2%. The following chart provides a breakdown of mobile advertising spending by app category for the periods indicated:

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==> picture [134 x 172] intentionally omitted <==

Source: iResearch Report

Note: Content includes news aggregation, music and video. Utility includes tools such as maps and navigation and productivity apps such as calendar, wallpaper and weather. E-commerce includes online shopping platforms like Amazon, eBay, Tmall and JD.com. Others include mobile payment, education, finance, medical apps and other types of apps .

As indicated in the chart above, games account for the highest share of mobile advertising spending, primarily due to their high demand for rapid user acquisition. In addition, advertising spending by e-commerce app developers is projected to grow due to the globalization of leading e-commerce platforms and the development of mobile payment services in less established countries. Advertising spending by app developers of other types of apps is also projected to grow.

According to the iResearch Report, advertising spending by North American app developers remains the top among developers around the world, followed by PRC app developers. In addition, advertising spending by Chinese developers has increased significantly from US$1.2 billion in 2013 to US$21.5 billion in 2017 at a CAGR of 107.5% and is estimated to reach $54.3 billion in 2022 at a CAGR of 20.4% from 2017. Additionally, mobile advertising spending in Southeast Asia is expected to grow significantly from less than US$0.1 billion in 2013 to US$2.5 billion in 2022. This increase is driven both by the rapid development of the Southeastern Asia economy and infrastructure of mobile internet, as well as local apps with better understanding of users becoming more competitive and having greater needs for both advertising and

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INDUSTRY OVERVIEW

monetization. The following chart provides a breakdown of mobile advertising spending by region for the periods indicated:

==> picture [379 x 160] intentionally omitted <==

Source: iResearch Report

Note: Geographic distribution is based on the location of advertisers.

Barriers to Entry

According to the iResearch Report, barriers to entry for advertising platforms entering the global mobile advertising market include:

Scale Effect . Large advertising platforms that serve both advertisers and media publishers have network effects. These platforms can also accumulate huge amounts of user and device data to optimize their ad trading algorithms and AI models.
Technology Barriers . Proprietary technologies, including AI and big data analysis, are essential for programmatic advertising platforms. In addition, reliable technology infrastructure serves as the foundation for establishing a large-scale advertising platform that can achieve precise targeting and ad delivery in various native and interactive formats in real time.
Data Barriers . Big data that advertising platforms have accumulated can help them achieve better profiling and precise targeting and can also serve as the foundation for new types of data-based solutions.
Talent Barriers . The improvement of big data and AI technologies requires talent with extensive technology background and experience. Experienced talent with in-depth understandings of various local markets are also needed for global expansion.
Capital Barriers . Advertising platforms need to establish localized teams or branches in key market areas, build proprietary technology platforms and recruit talent, all of which require large capital investments.

GLOBAL MOBILE ANALYTICS SERVICES MARKET

Mobile analytics services provide tools for app developers to collect, monitor, track and analyze app operating data and user interaction data through SDK integration to better improve their app performance. Mobile analytics services are gaining increasing attraction from app developers, especially mobile game developers. Driven by the rise of China’s mobile games market and the development of mobile games in other fast-growing markets in Asia like Japan, Korea and Southeast Asia, global mobile game revenues increased from US$18.6 billion in 2013 to US$46.2 billion in 2017 at a CAGR of 25.5%, and is expected to further increase to US$67.2 billion in 2022 at a CAGR of 7.8%. In addition, the number of mobile game apps in Google Play and iOS App Store increased from approximately 162,300 and 177,500 in 2013 to approximately

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INDUSTRY OVERVIEW

780,800 and 551,200 in 2017, respectively. According to the iResearch Report, a large number of mobile game developers are small, indie developers without the resources to develop their own analytic tools. Using third-party game analytics services is important for them to better understand player data, improve game design and operation and achieve commercial success.

According to the iResearch Report, there were over 30 iOS-focused and over 50 Android-focused app analytics solution platforms as of December 31, 2017, but only several that provided game-focused solutions. In contrast to comprehensive but general analytics services such as Google Analytics, game developers typically require customized features such as tracking game design elements, monitoring player progression and analyzing in-game economies. Consequently, game data analytic platforms are particularly needed by medium and small-sized game developers.

COMPETITIVE LANDSCAPE

According to the iResearch Report, ad traffic supply is one of the key areas of competition for third-party advertising platform. Third-party advertising platforms may acquire traffic through (i) direct connection with apps through SDK integration; (ii) indirect relationships with apps through other ad networks; and (iii) partnerships with top media by serving as an intermediary agency through the media buy approach. Direct connection with apps through SDK integration is the key method for advertising platforms to secure a reliable source of ad traffic. The high switching costs of SDKs and app size constraints help advertising platforms establish strong relationships with app developers and build up competitive advantages. In contrast to SDK integration, indirect relationships with apps through other ad networks are highly dependent on other channels, and acting as intermediary agencies for top media, such as Facebook and Google, typically cannot help platforms differentiate from their competitors.

Mobile advertising has become a key revenue source for app developers. Most publishers, especially small and medium-sized app developers, do not have dedicated resources to handle direct sales or ad operations and tend to work with third-party advertising platforms to offer ad inventory. SDK integration has become the most effective way to connect apps with advertising demand. SDK integration is better than API and ad tag integration in terms of latency, accuracy and user experience and can result in better monetization results. In addition, SDKs can better integrate resources from demand and supply sides to meet both user acquisition and monetization demands in the life cycle of an app. As a result, third-party advertising platforms serving both supply and demand sides have competitive advantages over those serving only one side.

According to the iResearch Report, app developers carefully select monetization SDKs to work with and do not switch SDKs frequently, creating entry barriers for new entrants due to the following reasons: (i) SDK stability is critical as SDK code is integrated with app code and unstable SDK code will lead to app crashes and bad user experience; (ii) integrating more SDKs may increase ad fill rates, but also increase app size and affect app stability; and (iii) switching SDKs requires recoding and update releases.

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INDUSTRY OVERVIEW

According to the iResearch Report, total reach of SDK measured by DAUs is an important factor in evaluating the quality and diversity of the traffic and the market position of advertising platforms. The following table sets out the top 10 third-party mobile advertising platforms in terms of SDK total reach measured by average DAUs in the fourth quarter of 2017:

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Source: iResearch Report

Note: DAUs represent the number of unique mobile devices with app(s) integrating the SDK on the device calling the SDK (resulting in an exchange of data between the app and the SDK platform) on that day. Multiple calls from the same device are only counted as one DAU. Mobvista data is based on DAUs of Mintegral SDK.

The following chart sets out rankings for mobile advertising platforms in terms of the number of top 20 apps in each country in 2017 using their user acquisition services during the three months ended April 30, 2018:

United States	Japan	South Korea	Singapore	Singapore		Indonesia
			B J y) K y) L ta	15 13 9 8 14	18 14 9 9 6 6 4 4 Player B Player J (Non-third party) Player K (Non-third party Player L Player D Player A Player C Player E 17 Mobvista 12 10 4 3 3 3 3 2 Player C Player J (Non-third party)) Player D Player L Player B Player K (Non-third party Player E Player A 8 Mobvista
9 Player A	5 Player B	5 Player	A	6	Player E	6 Player B
8 Player E	2 Player A	2 Player	E	5	Player B	6 Player C
7 Player C	2 Player D	2 Player	C	5	Player C	4 Player L
7 Player D	2 Player C	1 Player	D	3	Player D	4 Player D

Source: iResearch Report

Note: Mobvista data are provided by the Group. Other platform data are compiled and estimated by iResearch, which uses sample data for modeling. Such sample data may differ from the internal data monitored by these platforms. The data shows the number of top 20 apps in the region by number of downloads in 2017 that use the mobile advertising platforms for user acquisition during the three months ended April 30, 2018. Platforms are third-party advertising platforms unless otherwise indicated.

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The following chart sets out rankings for major monetization SDKs in terms of the number of the top 50 PRC apps by number of overseas downloads in 2017 integrating such SDKs during the three months ended April 30, 2018:

SDK Name	No. of App	% of Total Top 50 Apps
Player M (Non -third party)	45	90.0%
Player K (Non -third party)	38	76.0%
Mobvista	32	64.0%
Player L	24	48.0%
Player J (Non-third party)	20	40.0%
Player N	11	22.0%
Player O	10	20.0%
Player A	10	20.0%
Player B	9	18.0%
Player E	7	14.0%
Player D	6	12.0%
Player C	5	10.0%
Player G	5	10.0%
Player P	5	10.0%
Player H	5	10.0%
Player Q	3	6.0%
Player F	3	6.0%

Source: iResearch Report

Note: The SDKs analyzed above are monetization SDKs that were integrated in at least three of the top 50 Chinese apps by number of overseas downloads in 2017 in ad monetization during the three-months ended April 30, 2018. Platforms are third-party advertising platforms unless otherwise indicated.

The following chart sets out rankings for mobile advertising platforms in terms of the number of the top 50 PRC apps by number of overseas downloads in 2017 users using their user acquisition services during the three months ended April 30, 2018:

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----- Start of picture text -----

43
42
39
28
22
14
10
9
8
6
5
Mobvista Player R Player K Player J Player S Player B Player L Player A Player E Player D Player C
(Non-third (Non-third
party) party)
----- End of picture text -----

Source: iResearch Report

Note: Mobvista data are provided by our Group. Other platform data are compiled and estimated by iResearch, which uses sample data for modeling. All data are during the three months ended April 30, 2018. Platforms are third-party advertising platform unless otherwise indicated.

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REGULATORY OVERVIEW

LAWS AND REGULATIONS IN THE PRC

The following sets forth a summary of the most significant rules and regulations that affect our business activities in China.

Regulations on Company Establishment and Foreign Investment

The establishment, operation and management of companies in China is governed by the PRC Company Law (《中華人民共和國公司法》), as promulgated by the Standing Committee of National People’s Congress on December 29, 1993 and effective on July 1, 1994, as and subsequently amended on December 25, 1999, August 28, 2004, in October 27, 2005 and December 28, 2013. According to the PRC Company Law, companies established in the PRC are either limited liability companies or joint stock limited liability companies. The PRC Company Law applies to both PRC domestic companies and foreign-invested companies. Where laws on foreign investment have other stipulations, such stipulations shall prevail. The establishment procedures, approval procedures, registered capital requirements, foreign exchange matters, accounting practices, taxation and labor matters of a wholly foreign-owned enterprise are regulated by the Wholly Foreign-owned Enterprise Law of the PRC 《中華人民共和國外資企業法》( ), as promulgated on April 12, 1986 and amended on October 31, 2000, September 3, 2016, and the Implementation Regulation of the Wholly Foreign-owned Enterprise Law (《中華人民共和國外資企業法實施細則》), as promulgated on 28 October 1990, amended on April 12, 2001 and February 19, 2014. On September 3, 2016, the National People’s Congress Standing Committee published the Decision on Revising Four Laws including the Wholly Foreign-owned Enterprise Law of the People’s Republic of China 《全國人民代表大會常務委員會關於修( 改<中華人民共和國外資企業法>等四部法律的決定》), which changes the previous “filing or approval” procedure for foreign investments in China. Except for the industries listed in the negative lists under the Guidance Catalogue of Industries for Foreign Investment (Revised in 2017), or the Catalog, effective on July 28, 2017, foreign investments in business sectors are therefore no longer subject to special administrative measures that require application for approval, instead, only a filing is required. Pursuant to the Provisional Administrative Measures on Establishment and Modifications (Filing) for Foreign-invested Enterprises (《外商投資企業設立及變更備案管理暫行辦法》) promulgated by MOFCOM on October 8, 2016 and amended on July 30, 2017, establishment and changes of foreign invested enterprises not involving the implementation of special access administrative measures prescribed by the state shall be filed with the relevant commerce authorities. Additionally, the registration for a PRC Company’s establishment, modification, and termination shall comply with the provision of Regulation of the People’s Republic of China on the Administration of Company Registration 《中華人共和國公司登記管理條例》( ) which was promulgated on June 24, 1994 and amended on December 18, 2005, February 19, 2014 and February 6, 2016.

The Provisions on Guiding Foreign Investment 《指導外商投資方向規定》( ) promulgated by the State Council on February 11, 2002 and the Catalog classify foreign investment projects into four categories: encouraged projects, permitted projects, restricted projects and prohibited projects. The purpose of these regulations is to direct foreign investment into certain priority industry sectors and restrict or prohibit them from entering into other sectors. If the investment falls within the industry sector which belongs to the encouraged category, such foreign investment can be conducted through a wholly foreign-owned enterprise, or a joint venture enterprise with any shareholding percentage requirement. If the investment falls within a permitted category, such investment may be conducted through a wholly foreign-owned enterprise, provided certain requirements are met. However, if the investment falls within a restricted category, in some cases, the establishment of a joint venture enterprise will be required with a minimum shareholding requirement for the Chinese party, varying according to the industries. If the attempted foreign investment falls within a prohibited category, foreign investment of any kind is not allowed. Any industry not falling into any of the encouraged, restricted or prohibited categories is classified as a permitted industry for foreign investment.

Regulation Relating to Internet Information Services

On September 25, 2000, the State Council promulgated the Administrative Measures on Internet Information Services (《互聯網資訊服務管理辦法》), or the Internet Measures, which were later amended on

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January 8, 2011. Under the Internet Measures, Internet information services are divided into profitable services and non-profitable services, and a filing requirement shall be satisfied before conducting non-profitable internet information service. The provision of information services through mobile apps is subject to the PRC laws and regulations governing Internet information services.

The content of the internet information is highly regulated in China and pursuant to the Internet Measures, the PRC government may shut down the websites of internet information providers (for non-profitable Internet information services) if they produce, reproduce, disseminate or broadcast internet content that contains content that is prohibited by law or administrative regulations. Internet information services providers are also required to monitor their websites. They may not post or disseminate any content that falls within the prohibited categories, and must remove any such content from their websites, save the relevant records and make a report to the relevant governmental authorities. Additionally, as the internet information service providers, under the PRC Tort Liability Law 《中華人民共和國侵權責任法》( ), which became effective on July 1, 2010, they shall bear tortious liabilities in the event they infringe upon other person’s rights and interests due to providing wrong or inaccurate content through the internet. Where an internet service provider conducts tortious acts through internet services, the infringed person has the right to request the internet service provider take necessary actions such as deleting contents, screening and de-linking. Failing to take necessary actions after being informed, the internet service provider will be subject to its liabilities with regard to the additional damages incurred. Where an internet service provider knows that an internet user is infringing upon other persons’ rights and interests through its internet service but fails to take necessary actions, it is jointly and severally liable with the internet user.

Regulations on Information Security and Privacy Protection

Internet content in China is regulated and restricted from a state security standpoint. On December 28, 2000, the Standing Committee of the PRC National People’s Congress enacted the Decisions on Maintaining Internet Security 《全國人大常委會關於維護互聯網安全的決定》( ), later amended on August 27, 2009, which subject violators to criminal punishment in China for any effort to: (i) use the internet to market fake and substandard products or carry out false publicity for any commodity or service; (ii) use the internet for the purpose of damaging the commercial goodwill and product reputation of any other person; (iii) use the internet for the purpose of infringing on the intellectual property of any person; (iv) use the internet for the purpose of fabricating and spreading false information that affects the trading of securities and futures or otherwise jeopardizes the financial order; or (v) create any pornographic website or webpage on the internet, provide links to pornographic websites, or disseminate pornographic books and magazines, movies, audiovisual products, or images. Pursuant to Administrative Measures for the Security Protection of Computer Information Networks Linked to the Internet 《計算機信息網路國際聯網安全保護管理辦法》( ) which was approved by the State Council on December 11, 1997 and promulgated by the Ministry of Public Security on December 16, 1997 and revised by the State Council on January 8, 2011, the Internet is prohibited to be used in ways which, among other things, would result in a leakage of state secrets or a spread of socially destabilizing content. On March 1, 2006, the Ministry of Public Security promulgated Provisions on the Technical Measures for the Protection of the Security of the Internet 《互聯網安全保護技術措施規定》( ) which requires internet service providers to take proper measures including anti-virus, data back-up and other related measures, to keep records of certain information about its users (including user registration information, log-in and log-out time, IP address, content and time of posts by users) for at least 60 days, and to detect illegal information, stop transmission of such information, and keep relevant records. If an internet information service provider violates these measures, the Ministry of Public Security and the local security bureaus may revoke its operating license and shut down its websites.

PRC governmental authorities have enacted laws and regulations on internet use to protect personal information from any unauthorized disclosure. On December 28, 2012, the Standing Committee of the PRC National People’s Congress promulgated the Decision on Strengthening Network Information Protection 《關於加強網路資訊保護的決定》( ) to enhance the legal protection of information security and privacy on the internet. On July 16, 2013, the MIIT promulgated the Provisions on Protection of Personal Information of Telecommunication and Internet Users 《電信和互聯網使用者個人資訊保護規定》( ) to regulate the

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collection and use of users’ personal information in the provision of telecommunication services and internet information services in China. Telecommunication business operators and internet service providers are required to establish its own rules for collecting and use of users’ information and cannot collect or use users’ information without users’ consent. Telecommunication business operators and internet service providers are prohibited from disclosing, tampering with, damaging, selling or illegally providing others with, collected personal information.

On November 7, 2016, Standing Committee of the PRC National People’s Congress published the Cyber Security Law of the PRC 《中華人民共和國網路安全法》( ), which took effect on June 1, 2017 and requires network operators to perform certain functions related to cyber security protection and the strengthening of network information management. For instance, under the Cyber Security Law, network operators of key information infrastructure shall store within the territory of the PRC all the personal information and important data collected and produced within the territory of PRC and their purchase of network products and services that may affect national securities shall be subject to national cybersecurity review. On May 2, 2017, the Cyberspace Administration of China issued a trial version of the Measures for the Security Review of Network Products and Services (for Trial Implementation) 《網路產品和服務安全( 審查辦法（試行）》), which took effect on June 1, 2017, to provide for more detailed rules regarding cybersecurity review requirements.

Regulations on Advertising Business

The Advertising Law of the People’s Republic of China 《中華人民共和國廣告法》( ), promulgated by the Standing Committee of the National People’s Congress on October 27, 1994 and amended on April 24, 2015, became effective on September 1, 2015. This law regulates contents of advertisements, codes of conduct for advertising, and the supervision and administration of advertising industry. It also stipulates that advertisers, advertising operators, and advertisement publishers shall abide by the Advertising Law and other laws and regulations, be honest and trustworthy, and compete in a fair manner in advertising business. According to the Advertising Law, advertising operators and advertisement publishers shall examine the relevant certification documents and verify the contents of advertisements in accordance with laws and regulations. According the Advertising Law, if advertising operators know or should have known the content of the advertisements is false or deceptive but still provide advertising design, production and agency services in connection with the advertisements, they might be subject to penalties, including confiscation of revenue and fines, and the competent PRC authority may suspend or revoke their business licenses.

On July 4, 2016, the State Administration for Industry and Commerce promulgated the Interim Measures for the Administration of Internet Advertising (《互聯網廣告管理暫行辦法》), or Interim Measures on Internet Advertising to regulate advertising activities conducted via the internet. According to the Interim Measures on Internet Advertising, advertisements published or distributed via the internet shall not interfere with users’ normal use of the internet. For example, advertisements published on web page pop-up windows or in others forms shall be clearly marked with a “close” sign to ensure a “Click to Close”. No entity or individual may induce users to click on the contents of an advertisement through deception. An internet advertisement publisher or advertising operator, shall establish and maintain an acceptable registration, examination and file management system for its advertisers; examine, verify and record the identity information of each advertiser. The Interim Measures on Internet Advertising also require internet advertisement publishers and advertising operators to verify related supporting documents, check the contents of the advertisement and prohibits them from designing, producing, providing services or publishing any advertisement if the content and the supporting documents do not match each other or the documentary evidence thereof are insufficient.

Regulations on Intellectual Property

Copyright and Software Products

The National People’s Congress adopted the Copyright Law 《中華人民共和國著作權法》( ) on September 7, 1990 and amended it on October 27, 2001 and February 26, 2010, respectively. The amended Copyright Law extends copyright protection to internet activities, products disseminated over the internet and software products. In addition, there is a voluntary registration system administered by the China Copyright Protection Center.

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REGULATORY OVERVIEW

In order to further implement the Computer Software Protection Regulations (《計算機軟件保護條例》) promulgated by the State Council on June 4, 1991and amended on December 20, 2001, January 8, 2011 and January 30, 2013, the State Copyright Bureau issued the Computer Software Copyright Registration Procedures 《計算機軟件著作權登記辦法》( ) on February 20, 2002, which apply to software copyright registration, license contract registration and transfer contract registration.

According to the Copyright Law, an infringer will be subject to various civil liabilities, which include cessation of the infringement and apologizing to and compensating the actual loss suffered by the copyright owner. If the actual loss of the copyright owner is difficult to calculate, the income received by the infringer as a result of the infringement will be deemed as the actual loss or if such illegal income is also difficult to calculate, the court can decide the amount of the actual loss up to RMB500,000 (HKD606,250).

Trademarks

Trademarks are protected by the PRC Trademark Law 《中華人民共和國商標法》( ) adopted in August 23, 1982 and subsequently amended in February 22, 1993, October 27, 2001 and August 30, 2013 as well as the Implementation Regulation of the PRC Trademark Law 《中華人民共和國商標法實施條例》( ) adopted by the State Council in August 3, 2002 and amended on April 29, 2014. The Trademark Office under the SAIC handles trademark registrations and grants a term of ten years to registered trademarks and another ten years if requested upon expiry of the first or any renewed ten-year term. Trademark license agreements must be filed with the Trademark Office for record. The PRC Trademark Law has adopted a “first-to-file” principle with respect to trademark registration. Where a trademark for which a registration has been made is identical or similar to another trademark which has already been registered or been subject to a preliminary examination and approval for use on the same kind of or similar commodities or services, the application for registration of such trademark may be rejected. Any person applying for the registration of a trademark may not prejudice the existing right first obtained by others, nor may any person register in advance a trademark that has already been used by another party and has already gained a “sufficient degree of reputation” through such party’s use. After receiving an application, the PRC Trademark Office will make a public announcement if the relevant trademark passes the preliminary examination. During the three months after this public announcement, any person entitled to prior rights and any interested party may file an objection against the trademark. The PRC Trademark Office’s decisions on rejection, objection or cancellation of an application may be appealed to the PRC Trademark Review and Adjudication Board, whose decision may be further appealed through judicial proceedings. If no objection is filed within three months after the public announcement or if the objection has been overruled, the PRC Trademark Office will approve the registration and issue a registration certificate, at which point the trademark is deemed to be registered and will be effective for a renewable ten-year period, unless otherwise revoked. Trademark license agreements should be filed with the Trademark Office or its regional offices.

Domain Names

Internet domain name registration and related matters are primarily regulated by the Measures on Administration of Domain Names for the Chinese Internet 《中國互聯網域名管理辦法》( ), issued by MIIT on November 5, 2004 and effective as of December 20, 2004 which was replaced by the Measures on Administration of Internet Domain Names 《互聯網域名管理辦法》( ) issued by MIIT as of November 1, 2017, and the Implementing Rules on Registration of Domain Names (《中國互聯網路信息中心域名註冊實施細則》) issued by China Internet Network Information Center on May 28, 2012, which became effective on May 29, 2012. Domain name registrations are handled through domain name service agencies established under the relevant regulations, and the applicants become domain name holders upon successful registration.

Patents

On March 12, 1984, the Standing Committee of the National People’s Congress promulgated the Patent Law 《中華人民共和國專利法》( ), which was amended in September 4, 1992, August 25, 2000 and December 27, 2008. On June 15, 2001, the State Council promulgated the Implementation Regulation for the Patent Law 《中華人民共和國專利法實施細則》( ), which was amended on January 9, 2010. According to

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REGULATORY OVERVIEW

these laws and regulations, the State Intellectual Property Office is responsible for administering patents in the PRC. The Chinese patent system adopts a “first to file” principle, which means that where more than one person files a patent application for the same invention, a patent will be granted to the person who filed the application first. To be patentable, invention or utility models must meet three conditions: novelty, inventiveness and practical applicability. A patent is valid for 20 years in the case of an invention and 10 years in the case of utility models and designs. A third-party user must obtain consent or a proper license from the patent owner to use the patent. Otherwise, third-party use constitutes an infringement of patent rights.

Regulations Relating to Foreign Exchange

Regulations on Foreign Currency Exchange

Pursuant to the Foreign Exchange Administration Regulations 《外匯管理條例》( ), as promulgated on January 29, 1996 and amended on January 14, 1997 and August 5, 2008, Renminbi is freely convertible for current account items, including the distribution of dividends, interest payments, trade and service-related foreign exchange transactions, but not for capital account items, such as direct investments, loans, repatriation of investments and investments in securities outside of China, unless prior approval is obtained from State Administration of Foreign Exchange, or the SAFE, and prior registration with SAFE is made.

SAFE promulgated the Notice of the State Administration of Foreign Exchange on Reforming the Administration of Foreign Exchange Settlement of Capital of Foreign-invested Enterprises 《關於改革外商( 投資企業外匯資本金結匯管理方式的通知》), or the SAFE Circular 19, effective on June 1, 2015, in replacement of the Circular on the Relevant Operating Issues Concerning the Improvement of the Administration of the Payment and Settlement of Foreign Currency Capital of Foreign-Invested Enterprises, or SAFE Circular 142. SAFE further promulgated the Notice of the State Administration of Foreign Exchange on Reforming and Standardizing the Foreign Exchange Settlement Management Policy of Capital Account (《關於改革和規範資本專案結匯管理政策的通知》), or the SAFE Circular 16, effective on June 9, 2016, which, among other things, amend certain provisions of Circular 19. According to SAFE Circular 19 and SAFE Circular 16, the flow and use of the Renminbi capital converted from foreign currency denominated registered capital of a foreign-invested company is regulated such that Renminbi capital may not be used for business beyond its business scope or to provide loans to persons other than affiliates unless otherwise permitted under its business scope. Violations of SAFE Circular 19 or SAFE Circular 16 could result in administrative penalties.

From 2012, SAFE has promulgated several circulars to substantially amend and simplify the current foreign exchange procedure. Pursuant to these circulars, the opening of various special purpose foreign exchange accounts, the reinvestment of RMB proceeds by foreign investors in the PRC and remittance of foreign exchange profits and dividends by a foreign-invested enterprise to its foreign shareholders no longer require the approval or verification of SAFE. In addition, domestic companies are allowed to provide cross-border loans not only to their offshore subsidiaries, but also to their offshore parents and affiliates. SAFE also promulgated the Circular on Printing and Distributing the Provisions on Foreign Exchange Administration over Domestic Direct Investment by Foreign Investors and the Supporting Documents 《國( 家外匯管理局關於印發<外國投資者境內直接投資外匯管理規定>及配套文件的通知》) in May 10, 2013, which specifies that the administration by SAFE or its local branches over direct investment by foreign investors in the PRC shall be conducted by way of registration and banks shall process foreign exchange business relating to the direct investment in the PRC based on the registration information provided by SAFE and its branches. In February 13, 2015, SAFE promulgated the Notice on Further Simplifying and Improving the Foreign Exchange Management Policies for Direct Investment 《國家外匯管理局關於進一步簡化和改( 進直接投資外匯管理政策的通知》), or the SAFE Circular 13, which took effect on June 1, 2015. SAFE Circular 13 delegates the power to enforce the foreign exchange registration in connection with inbound and outbound direct investments under relevant SAFE rules from local branches of SAFE to banks, thereby further simplifying the foreign exchange registration procedures for inbound and outbound direct investments.

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REGULATORY OVERVIEW

On January 26, 2017, SAFE issued the Notice on Improving the Check of Authenticity and Compliance to Further Promote Foreign Exchange Control 《國家外匯管理局關於進一步推進外匯管理改革完善真實( 合規性審核的通知》), or the SAFE Circular 3, which stipulates several capital control measures with respect to the outbound remittance of profit from domestic entities to offshore entities, including (i) under the principle of genuine transaction, banks shall check board resolutions regarding profit distribution, the original version of tax filing records and audited financial statements; and (ii) domestic entities shall hold income to account for previous years’ losses before remitting the profits. Moreover, pursuant to SAFE Circular 3, domestic entities shall make detailed explanations of the sources of capital and utilization arrangements, and provide board resolutions, contracts and other proof when completing the registration procedures in connection with an outbound investment.

Regulations on Dividend Distribution

The principal regulations governing distribution of dividends of foreign-invested enterprises include the PRC Company Law, the Foreign Invested Enterprise Law, and the Implementation Rules of the Foreign Invested Enterprise Law. Under these laws and regulations, wholly foreign-owned enterprises in China may pay dividends only out of their accumulated after-tax profits, if any, determined in accordance with China accounting standards and regulations. In addition, wholly foreign-owned enterprises in China are required to allocate at least 10% of their respective accumulated profits each year, if any, to fund certain reserve funds until these reserves have reached 50% of the registered capital of the enterprises. Wholly foreign-owned companies may, at their discretion, allocate a portion of their after-tax profits based on China accounting standards to staff welfare and bonus funds. These reserves are not distributable as cash dividends.

Regulations Relating to Tax

Enterprise Income Tax

Under the Enterprise Income Tax Law of the PRC (《中華人民共和國企業所得稅法》), or the EIT Law, which became effective on January 1, 2008 and was subsequently amended on February 24, 2017, and its implementing rules 《中華人民共和國企業所得稅法實施條例》( ) which became effective on January 1, 2008, enterprises are classified as resident enterprises and non-resident enterprises. PRC resident enterprises typically pay an enterprise income tax at the rate of 25% while non-PRC resident enterprises without any branches in the PRC should pay an enterprise income tax in connection with their income from the PRC at the tax rate of 10%. An enterprise established outside of the PRC with its “de facto management bodies” located within the PRC is considered a “resident enterprise,” meaning that it can be treated in a manner similar to a PRC domestic enterprise for enterprise income tax purposes. The implementing rules of the EIT Law define a de facto management body as a managing body that in practice exercises “substantial and overall management and control over the production and operations, personnel, accounting, and properties” of the enterprise. Enterprises qualified as “High and New Technology Enterprises” are entitled to a 15% enterprise income tax rate rather than the 25% uniform statutory tax rate. The preferential tax treatment continues as long as an enterprise can retain its “High and New Technology Enterprise” status.

The EIT Law and the implementation rules provide that an income tax rate of 10% should normally be applicable to dividends payable to investors that are “non-resident enterprises,” and gains derived by such investors, which (a) do not have an establishment or place of business in the PRC or (b) have an establishment or place of business in the PRC, but the relevant income is not effectively connected with the establishment or place of business to the extent such dividends and gains are derived from sources within the PRC. Such income tax on the dividends may be reduced pursuant to a tax treaty between China and other jurisdictions. Pursuant to the Arrangement Between the Mainland of China and the Hong Kong Special Administrative Region for the Avoidance of Double Taxation on Income 《內地和香港特別行政區關於對( 所得避免雙重徵稅和防止偷漏稅的安排》), which was signed on August 21, 2006 and effective in the mainland China from January 1, 2007, or the Double Tax Avoidance Arrangement, and other applicable PRC laws, if a Hong Kong resident enterprise is determined by the competent PRC tax authority to have satisfied the relevant conditions and requirements under such Double Tax Avoidance Arrangement and other

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applicable laws, the 10% withholding tax on the dividends the Hong Kong resident enterprise receives from a PRC resident enterprise may be reduced to 5% upon receiving approval from in-charge tax authority. However, based on the Notice on Certain Issues with Respect to the Enforcement of Dividend Provisions in Tax Treaties 《國家稅務總局關於執行稅收協定股息條款有關問題的通知》( ) issued on February 20, 2009 by the SAT, if the relevant PRC tax authorities determine, in their discretion, that a company benefits from such reduced income tax rate due to a structure or arrangement that is primarily tax-driven, such PRC tax authorities may adjust the preferential tax treatment; and based on the Announcement on Relevant Issues Concerning the “Beneficial Owners” in Tax Treaties 《國家稅務總局關於稅收協定中( “受益所有人”有關問題的公告》) issued on February 3, 2018 by the SAT and effective from April 1, 2018, which replaces the Notice on the Interpretation and Recognition of Beneficial Owners in Tax Treaties 《國家稅務總局關於如( 何理解和認定稅收協定中“受益所有人”的通知》) and the Announcement on the Recognition of Beneficial Owners in Tax Treaties 《國家稅務總局關於認定稅收協定中( “受益所有人”的公告》) by the SAT, comprehensive analysis based on the stipulated factor therein and actual circumstances shall be adopted when recognizing the “beneficial owner” and agents and designated wire beneficiaries are specifically excluded from being recognized as “beneficial owners”.

Value-added Tax

Pursuant to Interim Value-Added Tax Regulations of the PRC 《中華人民共和國增值稅暫行條例》( ) promulgated by the Ministry of Finance and the SAT, which became effective on January 1, 2008 and was subsequently amended on November 19, 2017 , any entity or individual conducting business in the service industry is required to pay a valued-added tax, or VAT, with respect to revenues derived from the provision of services. A taxpayer is allowed to offset the qualified input VAT paid on taxable purchases against the output VAT chargeable on the revenue from services provided.

Employment Laws

Pursuant to the PRC Labor Law 《中華人民共和國勞動法》( ), the PRC Labor Contract Law 《中華人( 民共和國勞動合同法》) and the Implementing Regulations of the Employment Contracts Law 《中華人民( 共和國勞動合同法實施條例》), which were separately with effect from January 1, 1995 (amended on August 27, 2009), January 1, 2008 (amended on December 28, 2012) and September 18, 2009, labor relationships between employers and full-time employees must be executed in written form. Wages may not be lower than the local minimum wage. Employers must establish a system for labor safety and sanitation, strictly abide by state standards and provide relevant education to its employees. Employees are also required to work in safe and sanitary conditions.

Under PRC laws, rules and regulations, including the Social Insurance Law (《中華人民共和國社會保險法》, the Interim Regulations on the Collection and Payment of Social Security Funds 《社會保險費征繳( 暫行條例》)and the Regulations on the Administration of Housing Accumulation Funds 《住房公積金管理( 條例》), which were separately with effect from July 1, 2011, January 22, 1999, and April 3, 1999 (amended on March 24, 2002) respectively, employers are required to contribute, on behalf of their employees, to a number of social security funds, including funds for basic pension insurance, unemployment insurance, basic medical insurance, occupational injury insurance, maternity leave insurance and housing accumulation funds. These payments are made to local administrative authorities and any employer who fails to contribute may be fined and ordered to pay the deficit amount.

Regulations on Leasing

Pursuant to the Law on Administration of Urban Real Estate (《城市房地產管理法》) which took effect in January 1995, amended on August 30, 2007 and with the latest amendment in August 27, 2009, lessors and lessees are required to enter into a written lease contract, containing such provisions as the term of the lease, the use of the premises, liability for rent and repair, and other rights and obligations of both parties. Both lessor and lessee are also required to file the lease with the real estate administration authorities. Pursuant to implementing rules stipulated by certain provinces or cities, such as Tianjin, if the lessor and lessee fail to go through the filing procedures, both lessor and lessee may be subject to fines.

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According to the PRC Contract Law 《中華人民共和國合同法》( ) which took effect from October 1, 1999, the lessee may sublease the leased premises to a third party, subject to the consent of the lessor. Where the lessee subleases the premises, the lease contract between the lessee and the lessor remains valid. The lessor is entitled to terminate the lease contract if the lessee subleases the premises without the consent of the lessor. In addition, if the lessor transfers the premises, the lease contract between the lessee and the lessor should still remain valid. Pursuant to the PRC Property Law (《中華人民共和國物權法》), which took effect from October 1, 2007, if a mortgagor leases the mortgaged property before the mortgage contract is executed, the previously established leasehold interest should not be affected by the subsequent mortgage, but where a mortgagor leases the mortgaged property after the creation and registration of the mortgage interest, the leasehold interest should be subordinated to the registered mortgage.

Regulations on Unfair Competition

On April 11, 2017, the Standing Committee of the National People’s Congress amended the Anti-Unfair Competition Law of the People’s Republic of China 《中華人民共和國反不正當競爭法》( ), or the Anti-Unfair Competition Law, which became effective on January 1, 2018.

Pursuant to the Anti-Unfair Competition Law, a business operator shall not conduct any false or misleading commercial publicity in respect of the performance, functions, quality, sales, user reviews, and honors received of its commodities, in order to defraud or mislead consumers. A business operator publishing any false advertisements in violation of this provision shall be punished in accordance with the Advertising Law of the People’s Republic of China (《中華人民共和國廣告法》), which was promulgated on October 27, 1994 and amended on April 24, 2004.

The Anti-Unfair Competition Law also stipulated that a business operator engaging in production or distribution activities online shall abide by the provisions of the Anti-Unfair Competition Law. No business operator may, by technical means to affect users’ options, among others, commit the acts of interfering with or sabotaging the normal operation of online products or services legally provided by another business operator.

In addition, according to the Anti-Unfair Competition Law, a business operator is prohibited from any of the following unfair activities: i) committing act of confusion to mislead a person into believing that a commodity is one of another person or has a particular connection with another person; ii) seeking transaction opportunities or competitive edges by bribing relevant entities or individuals with property or by any other means; iii) infringing trade secrets; iv) premium campaign violating the provision of the Anti-Unfair Competition Law; and v) fabricating or disseminating false or misleading information to damage the goodwill or product reputation of a competitor.

Regulations on Overseas Investment

The Administrative Measures for the Outbound Investment by Enterprises (《企業境外投資管理辦法》, or the “Outbound Investment Measures”, adopted upon deliberation at the executive meeting of the director of the NDRC, was promulgated on December 26, 2017, and effected on March 1, 2018, to strengthen the macro guidance to outbound investment, optimize comprehensive services for outbound investment, improve regulation over the entire process of outbound investment, promote and sustain the sound development of outbound investment, and safeguard national interests and national security of China, these Outbound Investment Measures are enacted according to the Administrative Licensing Law of the People’s Republic of China (《中華人民共和國行政許可法》) which took effect on July 1, 2007, the Decision of the State Council on Investment System Reform 《國務院關於投資體制改革的決定》( ) which was promulgated on July 16, 2004, the Decision of the State Council on Setting Administrative Licensing for Administrative Examination and Approval Items Requiring Preservation 《國務院對確需保留的行政審批項目設定行政許可的決定》( ) which was promulgated on June 29, 2004, effected on July 1, 2004, and amended on January 29, 2009 and August 25, 2016 and other laws and regulations.

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“Outbound investment” refers to the investment activities to obtain overseas ownership, right of control, business management right, and other related rights and interests by an enterprise located within the territory of the PRC (hereinafter referred to as the “Investor”), either directly or via an overseas enterprise under its control, by way of investments with assets or equities or proving financing or guarantees. To make an outbound investment, the Investor shall go through formalities such as obtaining the relevant approval filing of the outbound investment project (hereinafter referred to as the “Project”), reporting the relevant information, and the cooperating with NDRC in the supervision and inspection over the outbound investment.

Projects subject to approval are sensitive projects to be carried out by investors either directly or through overseas enterprises controlled thereby. The approval authority is NDRC. The sensitive projects referred to in these Measures include: (i) projects involving sensitive countries and regions; and (ii) projects involving sensitive industries. The sensitive countries and regions referred to in these Measures include: (i) countries and regions that have not yet established diplomatic relations with China; (ii) countries and regions where wars and civil strife occur;(iii) countries and regions where investment made by enterprises shall be restricted according to the international treaties and protocols concluded or acceded by China; and (iv) other sensitive countries and regions.

The sensitive industries referred to in these Measures include: (i) research, production, maintenance and repair of weapons and equipment; (ii) development and utilization of cross-border water resources; (iii) news media; and (iv) industries for which outbound investments by enterprises shall be restricted according to PRC laws, regulations and related regulatory policies. The category of sensitive industries shall be released by NDRC.

Projects subject to filing only are non-sensitive projects directly carried out by investors, namely the non-sensitive projects involving the direct investment of assets and equities or the provision of financing or guarantees. For a project requiring filing, the authority in charge of filing is (i) NDRC, if the investor is a centrally administered enterprise (a centrally administered financial enterprise or an enterprise directly subordinate to the administration by the State Council or its subordinate organ, the same below); (ii) NDRC, if the investor is a local enterprise and the amount of Chinese investment is USD0.3 billion or above; and (iii) the provincial development and reform authority at the place where the investor is registered, if the investor is a local enterprise and the amount of Chinese investment is less than USD0.3 billion.

M&A Rules and Overseas Listings

On August 8, 2006, six PRC regulatory agencies, including the China Securities Regulatory Commission, or the CSRC, adopted the Regulations on Mergers of Domestic Enterprises by Foreign Investors 《關於外國投資者並購境內企業的規定》( ), or the M&A Rules, which became effective on September 8, 2006 and was amended on June 22, 2009. Foreign investors shall comply with the M&A Rules when they purchase equity interests of a domestic company or subscribe the increased capital of a domestic company, and thus changing the nature of the domestic company into a foreign-invested enterprise; or when the foreign investors establish a foreign-invested enterprise in the PRC, purchase the assets of a domestic company and operate the assets; or when the foreign investors purchase the asset of a domestic company, establish a foreign-invested enterprise by injecting such assets and operate the assets. The M&A Rules purport, among other things, to require offshore special purpose vehicles formed for overseas listing purposes through acquisitions of PRC domestic companies and controlled by PRC companies or individuals, to obtain the approval of the CSRC prior to publicly listing their securities on an overseas stock exchange.

On June 20, 1997, the State Council promulgated the Circular of the State Council on Further Strengthening Management of Issuance and Listing of Shares Overseas 《國務院關於進一步加強在境外發( 行股票和上市管理的通知》), or the 97 Red Chip Guidance, which became effective on the same day. Pursuant to the 97 Red Chip Guidance, as for a Chinese invested non-listed companies and a Chinese controlled listed companies registered overseas, who have applied for issuance and listing of shares overseas

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with their own assets overseas as well as their domestic assets that are formed through domestic investment with overseas assets and that have actually been owned by them for over three years, shall abide by the local laws. Moreover, their domestic shareholders shall apply, in advance, for the approval by their respective provincial people’s governments or the relevant competent authorities of the State Council. Enterprises whose domestic assets have been owned by them for less than three years shall not apply for issuance and listing of shares overseas, except that they shall report to the CSRC for examination and verification, and then submit the report to the State Council’s Securities Commission for examination and approval. After the completion of listing, their domestic shareholders shall report to the CSRC on the relevant information, which shall be kept for file.

LAWS AND REGULATIONS IN THE UNITED STATES

The Federal Trade Commission Act (FTC Act) 15 U.S.C. Sections 41-58

While the United States lacks a comprehensive data security law, the Federal Trade Commission (“ FTC ”) fills in gaps between industry-specific laws and rules with its general authority under Section 5 of the FTC Act. Section 5 of the FTC Act gives the FTC broad authority to investigate “unfair and deceptive acts and practices in or affecting commerce.” The FTC increasingly uses this broad authority aggressively in the privacy and data security contexts, initiating investigations pertaining to a wide variety of “unfair” or “deceptive” practices. In particular, the FTC has brought a number of enforcement actions and cases alleging that website operators engaged in deceptive acts in failing to adhere to their stated policies and practices.

In addition to its general authority under Section 5 of the FTC Act, the FTC has authority to investigate and prosecute privacy violations and data security breaches under 33 different sets of rules, laws, and guides. Among the more frequently-invoked sources of FTC investigations are the Children’s Online Privacy Protection Act, the Fair Credit Reporting Act, including the Disposal Rule, the Graham-Leach-Bliley Act Safeguards Rule, and the Telemarketing and Consumer Fraud and Abuse Act.

The Children’s Online Privacy Protection Act (“COPPA”) 15 U.S.C. Sections 6501-6506

The Children’s Online Privacy Protection Act (“ COPPA ”) of 1998 imposes certain requirements on operators of websites or online services directed to children under 13 years of age, and on operators of other websites or online services that have actual knowledge that they are collecting personal information online from a child under 13 years of age. The law details what a website operator must include in a privacy policy, when and how to seek verifiable consent from a parent or guardian, and what responsibilities an operator has to protect children’s privacy and safety online including restrictions on the marketing to those under 13. The FTC is the enforcer of COPPA.

California Online Privacy and Protection Act and Other Various Data Privacy Regulations

We are subject to individual state laws and regulations that dictate whether, how, and under what circumstances we can transfer, process and/or receive certain data that is critical to our operations. The United States has disparate state laws that are not uniformly adopted by other states. For example, the California Online Privacy and Protection Act applies to the operator of a commercial website that collects personally identifiable information through the internet about individual consumers residing in California.

Communication Decency Act, 47 U.S.C. § 230

Section 230 currently says that “No provider or user of an interactive computer service shall be treated as the publisher or speaker of any information provided by another information content provider” (47 U.S.C. § 230). In other words, online intermediaries that host or republish speech are protected against a range of

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laws that might otherwise be used to hold them legally responsible for what others say and do. The protected intermediaries include not only regular Internet Service Providers (ISPs), but also a range of “interactive computer service providers,” including basically any online service that publishes third-party content. Though there are important exceptions for certain criminal and intellectual property-based claims, CDA 230 creates a broad protection that has allowed innovation and free speech online to flourish.

However, there have been a number of recent legislative proposals in the United States, at both the federal and state level, that could impose new obligations in areas such as privacy and liability for copyright infringement by third parties such as various Congressional efforts to restrict the scope of the protections available to online platforms under Section 230 of the Communications Decency Act, and current protections from liability for third-party content in the United States could decrease or change. The U.S. government, including the FTC and the Department of Commerce, has announced that it is reviewing the need for greater regulation for the collection of information concerning user behavior on the Internet, including regulation aimed at restricting certain online tracking and targeted advertising practices. Additionally, recent amendments to U.S. patent laws may affect the ability of companies, including us, to protect their innovations and defend against claims of patent infringement.

Licensing Requirements

No specific licenses are required under U.S. federal law for our business.

LAWS AND REGULATIONS IN THE EUROPEAN UNION

Regulations Relating to General Data Protection

On April 27, 2016, the EU adopted the General Data Protection Regulation (“ GDPR ”) (Regulation (EU) 2016/679) which intends to strengthen and unify data protection for all individuals within the EU. It also addresses the export of personal data outside the EU. The GDPR aims primarily to give control back to citizens and residents over their personal data and to simplify the regulatory environment for international business by unifying the regulation within the EU. The GDPR replaces the data protection directive of 1995 (Directive 95/46/EC). The GDPR became enforceable from May 25, 2018 after a two-year transition period and, unlike a directive, it does not require national governments to pass any enabling legislation, and is thus directly binding and applicable.

GDPR requirements apply both to companies established in the EU and to companies that are not established in the EU but process personal data of individuals who are in the EU (and in the European Economic Area subject to the enactment of implementation procedures), where the processing activities relate to: (a) the offering of goods or services, irrespective of whether a payment of the data subject is required, to such data subjects in the EU; or (b) the monitoring of their behavior as far as their behavior takes place within the EU. The GDPR imposes on concerned companies a large number of obligations, which relate for example, but are not limited, to (i) the principles applying to the processing of personal data, for example, lawfulness, fairness, transparency, purpose limitation, data minimization and “privacy by design”, accuracy, storage limitation, security, confidentiality; (ii) the ability of the controller to demonstrate compliance with such principles (accountability); (iii) the obligation to identify a legal basis before the processing (special requirements apply to certain specific categories of data such as sensitive data); and (iv) data subjects rights (e.g. transparency, right of access, right to rectification, right to erasure, right to restrict processing, right to data portability, right to object to a processing). This leads to companies being under the obligation to implement a number of formal processes and policies reviewing and documenting the privacy implications of the development, acquisition, or use of all new products and services, technologies, or types of data. The GDPR provides for substantial fines for breaches of data protection requirements, which, depending on the infringed provisions of the GDPR, can go up to either: (i) 2% of the annual worldwide turnover of the preceding financial year or EUR10 million, whichever is greater, or (ii) 4% of the annual worldwide turnover

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of the preceding financial year or EUR20 million, whichever is greater. The fine may be imposed instead of, or in addition to, measures that may be ordered by supervisory authorities (e.g. request to cease the processing). The GDPR and EU Member States law also provide for private enforcement mechanisms and, in the most severe cases, criminal liability.

LAWS AND REGULATIONS IN INDIA

Information Technology Act and Information Technology (Reasonable Security Practices and Procedures and Sensitive Personal Data or Information) Rules, 2011

The collection and processing of personal information (PI) and sensitive personal information (SPI) is governed by the Information Technology Act, 2000 (IT Act) and the Information Technology (Reasonable Security Practices and Procedures and Sensitive Personal Data or Information) Rules, 2011 (Data Protection Rules) issued thereunder.

The Data Protection Rules define PI as information that relates to a natural person, which in combination with other information is capable of identifying such person. SPI is defined as PI which consists of information relating to: (i) passwords; (ii) financial information such as bank account, credit card, debit card or other payment instrument details; (iii) physical, physiological and mental health condition; (iv) sexual orientation; (v) medical records and history; and (vi) biometric information.

Section 43A of the IT Act pertains to the protection of SPI. This section seeks to impose an obligation on all body corporates to implement and maintain ’reasonable security practices and procedures’ while possessing, dealing or handling sensitive personal data or information on a computer resource. ‘Body corporate’ is defined as any company including a firm, sole proprietorship, or other association of individuals engaged in commercial or professional activities. Mobvista India would qualify as a body corporate under this definition and would have to implement reasonable security practices and procedures as required by the Data Protection Rules if it is collecting, handling or otherwise dealing with SPI.

Under the Data Protection Rules, body corporates collecting, handling or storing SPI are required to comply with the following obligations:

(i) obtain consent of the data subject either in writing or through electronic means prior to the collection of SPI and ensure that the data subject is made aware of the fact that SPI is being collected, the purpose of collection, the intended recipients of the SPI and the name and address of entities collecting and retaining the SPI;
(ii) ensure that SPI is only used for the purpose for which it has been collected;
(iii) ensure that SPI is retained only for the period required for the purposes for which it may lawfully be used or is required to be maintained under any other law;
(iv) provide an option to the data subject, prior to collection, not to provide the SPI sought to be collected and allow the data subject to withdraw the consent at any time;
(v) permit the data subjects to review PI and SPI provided by them, and correct or amend any information found to be inaccurate or deficient;
(vi) disclose SPI to third parties only after obtaining the consent of the data subject, unless the data subject has contractually agreed to such disclosure or if the disclosure is necessary for complying with a legal obligation. The body corporate is prohibited from publishing the SPI;
(vii) obtain prior consent from the data subjects for transferring their SPI with a third party (including cross-border transfer), unless such transfer is necessary for the performance of a lawful contract between the data controller and data subject. The body corporate must also ensure that such third party maintains similar data protection standards as prescribed in the Data Protection Rules;
(viii) appoint a grievance officer and publish his/her name and contact details on the website of the body corporate; and,

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(ix) adhere to reasonable security standards and have a comprehensive documented information security programme and information security policies that containmanagerial, technical, operational and physical security control measures that are commensurate with the information assets being protected with the nature of business, such as international standard IS/ISO/IEC 27001 on “Information Technology — Security Techniques — Information Security Management —
System Requirements”.

Body corporates that collect, receive, possess, store, deal or handle either PI, SPI or both, are also required to maintain a privacy policy on their website providing for:

(i) clear and accessible statements of the body corporates practices and policies;
(ii) type/list of PI or SPI being collected;
(iii) purpose of collection and usage of the information collected;
(iv) manner in which the information may be disclosed; and
(v) reasonable security measures implemented by the body corporate.

Further, according to a press note issued by the Government of India in August 2011, body corporates providing services relating to collection, storage, dealing or handling of SPI under a contractual obligation with another legal entity located within or outside India would not be subject to the obligations relating to collection and disclosure of SPI prescribed in the Data Protection Rules. However, body corporates that provide services to data subjects, who are natural persons, under a direct contractual obligation would have to comply with the obligations relating to collection and disclosure under the Data Protection Rules.

If Mobvista India is found to be negligent in complying with any of these obligations under the Data Protection Rules, and thereby causes wrongful loss or wrongful gain to any person, then it would be liable to pay damages to the affected person. Additionally, non-compliance with the Data Protection Rules may attract a penalty of up to INR25,000.

Information Technology (Intermediaries Guidelines) Rules, 2011 (“IT ACT”)

Section 79 of the IT Act provides safe harbour exemption to intermediaries from liability for third party content. The IT Act defines an ’intermediary’ with respect to an electronic record as a person who on behalf of a third party receives, stores or transmits electronic records or provides any service with respect to that record. Examples of intermediaries include internet service providers, network service providers, search engines, online payment sites, etc. According to this definition, we understand that Mobvista India will be an intermediary with respect to the third-party advertisements that it deals with as a part of its business.

The IT Act states that an intermediary will not be liable for any third-party information made available or hosted by it if:

(i) it is only providing access to a communication system over which third-party information is transmitted, temporarily stored, or hosted
(ii) it does not:
(a) initiate the transmission;
(b) select the receiver of the transmission;
(c) select or modify the information contained in the transmission; and
(iii) it observes due diligence while discharging its duties under the IT Act and also observes other guidelines prescribed by the Central Government of India.

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However, an intermediary cannot claim protection under the abovementioned safe harbour if:

(i) it has conspired, abetted, aided or induced the commission of the unlawful act; or
(ii) upon receiving actual knowledge through a court order or notification from the appropriate Government or its agency, that information in a computer resource controlled by the intermediary is being used to commit an unlawful act, the intermediary fails to expeditiously remove or disable access to that information without vitiating the evidence.

The Information Technology (Intermediaries Guidelines) Rules, 2011 (Intermediaries Guidelines) lay down the due diligence requirements that must be followed by intermediaries (collectively, “ Due Diligence Requirements ”). Intermediaries are required to publish rules of usage, privacy policy and regulations governing access of their computer resource, which inform users that they cannot use the computer resource to publish or transmit information that:

(i) belongs to another person and to which the transmitting person does not have any right to;
(ii) is grossly harmful, harassing, blasphemous defamatory, obscene, pornographic, paedophilic, libellous, invasive of another’s privacy, hateful, or racially, ethnically objectionable, disparaging, relating or encouraging money laundering or gambling, or otherwise unlawful in any manner;
(iii) harm minors;
(iv) infringes any patent, trademark, copyright or other proprietary rights;
(v) violates any law in force;
(vi) deceives or misleads the addressee about the origin of such messages or communicates any information which is grossly offensive or menacing in nature;
(vii) impersonates another person;
(viii) contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer resource; or
(ix) threatens the unity, integrity, defence, security or sovereignty of India, friendly relations with foreign states, or public order or causes incitement to the commission of any cognizable offence or prevents investigation of any offence or is insulting any other nation (collectively, “ Objectionable Content ”).

Intermediaries must respond to removal requests within 36 hours of receiving them if they are notified through a court order or government notification that any unlawful material has been posted or transmitted through the computer resource. Additionally, intermediaries must comply with the following obligations:

(i) they must provide information and assistance to government agencies for verification of identity, prevention, detection, investigation, prosecution and punishment of offences;
(ii) they must report real or suspected adverse events in relation to cyber security that violate applicable security policy and result in unauthorised access, denial of service or disruption, etc. The intermediary must also share information relating to such events with the Indian Computer Emergency Response Team (CERT-In);
(iii) they must not deploy, install or modify the technical configuration of a computer resource which may change the normal course of operation of the computer resource for circumventing any law; and
(iv) they must publish the name and contact details of a grievance officer on their website and the grievance officer must redress complaints made by users within one month from the date of receipt of the complaint.

If intermediaries comply with all these Due Diligence Requirements then they cannot be held liable for any unlawful content published or transmitted through their computer resource. However, if Mobvista India does anything more than providing a communication system over which third-party information is transmitted, temporarily stored, or hosted (such as exercising editorial control over the advertisements), then it would be unable to claim safe harbour protection.

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REGULATORY OVERVIEW

Content Regulations

There is no specific statute which regulates online advertising in India. However, as an intermediary, Mobvista India is under an obligation to ensure that Objectionable Content is not published through its platform. Advertisements must also comply with various content-related regulations. The key regulations are summarized below:

(i) advertisements cannot be obscene, i.e. they cannot be lascivious or appeal to prurient interests such that they deprave or corrupt those accessing the advertisement;
(ii) advertisements are prohibited for drugs that can lead to (a) miscarriage or prevention of conception in women; (b) maintenance or improvement of the capacity of human beings for sexual pleasure; (c) correction of menstrual disorder in women; or, (d) diagnosis, cure, mitigation, treatment or prevention of diseases such as fever, blood poisoning, diabetes, epilepsy, leprosy, pneumonia, and other diseases specified in the Schedule to the Drugs and Magic Remedies (Objectionable Advertisements) Act, 1954. Advertisements are also prohibited if they (a) give a false impression regarding the true nature of a drug; (b) make a false claim for a drug; or (c) are false or misleading in any material particular;
(iii) advertisements for food cannot mislead or deceive, and also must not (a) falsely represent that the food is of a particular standard, quality, quantity or grade-composition; (b) make a false or misleading representation concerning the need for, or the usefulness of food; (c) guarantee efficacy without scientific justification; (d) falsely describe food; and (e) mislead as to the nature, substance or quality of any food;
(iv) advertisements cannot suggest or promote the use or consumption of cigarettes or any other tobacco products;
(v) advertisements cannot contain an indecent representation of women, i.e. they cannot depict the figure of a woman, or show her body in a manner that would be indecent, derogatory to, or denigrating women, or would deprave, corrupt or injure public morality;
(vi) advertising by advocates is prohibited in all forms; and
(vii) advertisements for distribution, sale or supply of infant milk substitutes, feeding bottles, and infant foods are prohibited.

The Advertising Standards Council of India Code (ASCI Code) is a self-regulatory code for advertisements in India. As per the ASCI Code, advertisements must be (i) truthful and honest; (ii) non-offensive to the public; (iii) against harmful products/situations; and (iv) fair in competition. The ASCI Code also provides guidelines for particular types of advertisements such as those for automotive vehicles, foods and beverages, educational institutions, government and political advertisements and others.

Licensing Requirements

No specific licenses are required under Indian law for our business.

LAWS AND REGULATIONS IN JAPAN

Laws and Regulations Relating to Data Privacy

Under the Act on the Protection of Personal Information (“ APPI ”), the latest amendment of which took effect in May 2017, any entity that uses a searchable database of “personal information” for its business operation is subject to the obligations for the proper handling of personal information for example, the duty to specify the purpose of use, notification of purpose of use for the collection of personal information, requirement for consent for the third party provision). APPI and its implementing regulations define personal information as (i) information about a living individual which can identify the specific individual by name,

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REGULATORY OVERVIEW

date of birth or other description and (ii) information that contains personal identifier code (for example, DNA data, biometric data, passport numbers, driver’s licence number). Data such as cookies, IP address or mobile identifiers may fall within personal information when it can identify the specific individual by collating such data with other information.

In addition to the APPI, the Personal Information Protection Commission (“ PIPC ”) has issued various guidelines that provide an interpretation of the APPI relating to such topics as security measures, anonymisation or transfer to overseas third party. PPIC has recently proposed the draft guidelines for processing of personal data to be transferred from EU, which aims to ensure that Japan will have an adequate level of data protection under the EU General Data Protection Regulation.

Regulations on Mobile Advertising Business

Whilst there are certain laws and regulations in Japan that are applicable to the advertising activities of publishers (for example, restrictions on misleading presentation or consumer protection laws), there are no laws or regulations restricting the provider of mobile advertising platform, including license requirement for such business.

LAWS AND REGULATIONS IN SOUTH KOREA

Regulations Relating on Collection and Handling of Information Online

Consent to the Collection of Personal Information

For us to collect or use the personal information of the user, we must inform each of the following items to the user and obtain the user’s consent to each such item: (Article 22(1) of the Act on Promotion of Information and Communications Network Utilization and Information Protection (the “ IC Network Act ”)) (i) the purpose of collection and use of the personal information; (ii) the items of personal information to be collected; (iii) the period of retention and use of the personal information; and (iv) the fact that the user has the right to refuse to give consent and the disadvantages that may follow if he or she makes such refusal

The term “personal information” refers to any information that identifies a specific living individual such as the names, resident registration numbers and others. If there is certain information that can be easily combined with other information and once combined, the combined information can identify a specific individual, such information would also constitute the personal information (even if that information alone is not enough to identify any specific individual). (Article 2(1)(vi) of the IC Network Act).

Consent to the Provision of the Personal Information to a Third Party

In the event we provide the personal information we have collected to the advertiser for the business of the advertiser, we must inform each of the following items to the user and obtain the user’s consent to each such item: (i) the recipient of the personal information; (ii) the recipient’s purpose of use of the personal information; (iii) the items of personal information to be provided; (iv) the period of retention and use of the personal information by the recipient; and (v) the fact that the user has the right to refuse to give consent and the disadvantages that may follow if he or she makes such refusal. (Article 24-2(1) of the IC Network Act) If that advertiser is located overseas, the information relating to (i) the country to which personal information is to be transferred, and (ii) the date and method of such transfer must be additionally informed to the user and the user’s consent to the foregoing items must be obtained.

Licensing Requirements

In general, there are no specific licensing requirements for the collection and handling of the information online. However, anyone that provides business services by using the location information of the users, which has been collected through mobile devices, is required to report such businesses to the Korea Communications Commission (Article 9 of the Act on the Protection and Use of the Location Information).

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REGULATORY OVERVIEW

Regulations on the Online Advertisement

Consent to the Receipt of the Advertisement

To send any advertising information for profit by electronic transmission medium, the transmitter must obtain the explicit prior consent from the recipient (Article 50(1) of the IC Network Act). The electronic transmission medium means wire or wireless telephone, email, fax, PC, tablet PC or any other medium that can transmit the information in electronic form through information communication network. Accordingly, any advertisement transmitted through mobile app or mobile messengers will be also subject to the IC Network Act. The consent to the receipt of the advertisement must be (i) obtained in advance, (ii) explicitly given, and (iii) received separately from that received for the collection and use of the personal information.

Review on the Contents of the Advertisement

In general, there are no specific regulations regulating the contents of the online advertisement. However, as for any advertisement that may be harmful to the health and body of consumers or the youth, the contents of such advertisement are subject to review. In other words, in the case of any advertisement on medical practice or medical device, medical products, food, or film, the appropriateness of such advertisements must be reviewed in advance by the related organization. As for the advertisement on games, they are not subject to any preliminary review, but if the Game Rating and Administration Committee later monitors and finds out about illegality of the advertisement such as the contents related to gambling, it may issue the correction recommendation order.

Licensing Requirements

Any person who provides banner ads or push ads online, such as mobile apps, shall report the value-added telecommunications business to the Minister of the Ministry of Science and ICT. However, such reporting requirement is waived for anyone having a capital of equal to or less than KRW100,000,000 (Article 22(1)(4) of the Telecommunications Business Act).

LAWS AND REGULATIONS IN INDONESIA

Laws and Regulations on Data Privacy and Protection

Currently, the data privacy or data protection is mainly regulated under three main regulations, namely: (i) Law No. 11 of 2008 on Electronic Information and Transaction, as amended by Law No. 19 of 2016 (“ EIT Law ”); (ii) Government Regulation No. 82 of 2012 on Implementation of Electronic Systems and Transactions (“ GR 82 ”); and (iii) Minister of Communications and Informatics Regulation (“ MOCI ”) No. 20 of 2016 on the Data Protection in Electronic System (“ Data Protection Regulation ”). However, the government is currently discussing draft personal data protection law and draft amendment to GR 82 (“ Draft Amendment ”).

Personal Data

Under the Data Protection Regulation, “Personal Data” is defined as “certain individual data which is stored, maintained and kept accurate and the confidentiality of which is protected”. Meanwhile, “certain individual data” is defined as “true and actual information that is attached to and identifiable towards, directly or indirectly, an individual”. The above definition only covers data of individuals and does not cover data on businesses (for example, company’s name, address and phone number). The definition is very broad and basically could cover any information of an individual. It is unclear what would not be considered as Personal Data and whether anonymized data or publicly available data (or data which is otherwise not confidential) is covered under the definitions. As of the Latest Practicable Date, mobile device IDs or IP addresses have never been considered as Personal Data under the Data Protection Regulation.

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REGULATORY OVERVIEW

Draft Amendment to GR 82

The Indonesian Government (through MOCI) has issued the Draft Amendment for public comment and feedback. For context, under GR 82, electronic system operators that provide a “public service” were required to have onshore data centers and disaster recovery centers by 15 October 2017.

However, there has never been any clarification on the definition and coverage of “public service”. There has been extensive lobbying from cloud providers and the business community (the latter on costs for business) and there have been different approaches taken by sectoral regulators. In October 2017, the MOCI indicated that it would revise GR 82 to introduce data categorization and lessen, where possible, the requirements for data localization.

The Draft Amendment addresses these points and expands on other matters. Unfortunately the Draft Amendment does not differentiate between data controllers and data processors as in other countries. The Draft Amendment introduces (i) a broad definition of electronic system operators that provide a “public service”; (ii) a brand new concept of data categorization; (iii) implementing provisions for the registration of electronic system operators; (iv) implementing provisions for the right to be forgotten; and (v) implementing provisions for the Indonesian government’s right to terminate access to electronic information and/or documents (generally in respect of unlawful online content).

The Draft Amendment states that the following electronic system operators are providing a “public service”, namely electronic system operators (i) which regulated or monitored by sectoral agencies and regulators; (ii) for governmental institutions; and (iii) that own electronic systems that:

(i) are an online portal, site or application through the internet (including digital platforms) used to facilitate offers of, and/or trade in, goods and/or services;
(ii) have a facility for online payment and/or financial transactions through a data communication network or the internet;
(iii) process electronic information containing or requiring a deposit of funds or funds equivalent;
(iv) are used to process, manage or store data, including Personal Data, for operational activities serving the public in connection with electronic transaction activities;
(v) are used to deliver paid digital material through a data network either by way of downloading from a portal/site, email delivery, or through any other application to the user’s device; and
(vi) provide, manage, and/or operate a communication service in the form of short message, voice call, video call, electronic mail, and online chat (chatting/instant messaging), search engine, social media and social network, and a service of provision of digital information that may be in the form of text, sound, image, animation, music, video, movie, game or a combination of any and/or all of them, including in the form of streaming or downloading.

So this is still a very broad categorization, and for example will have an impact on all websites that collect or process information, does not distinguish between public facing or non-public facing systems and potentially, given the data categorization issues raised below, might still mean that Indonesian citizens’ Personal Data cannot leave Indonesia. Subject to the data categorization section below (and the concern whether all Indonesian citizens’ Personal Data can be categorized as strategic electronic data), this means all the above electronic system operators need to be registered but may not need to have onshore data centers and disaster recovery centers. The process is meant to be a registration process, although it reality to date this has been an approval process. However, the Draft Amendment does not specifically elaborate which sectoral agencies and regulators are authorized to determine that an electronic system operator provides a “public service”. In reality though, given the tenor of other amendments in the Draft Amendment, it will be left to Indonesian government sectoral agencies and regulators to make a determination in their own sectoral regulations. So in many respects the MOCI is leaving the determination to other sectoral agencies and regulators and, in the Draft Amendment, the MOCI is only focusing on electronic system operators over which it has jurisdiction.

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REGULATORY OVERVIEW

Draft Personal Data Protection Law

With the rapid growth of the IT industry and culture in Indonesia, since 2014 the MOCI has also been proposing that the Parliament passes a data protection law. In 2015, the Indonesian government issued a draft data protection law for public comment (“ Initial Draft Law ”). The Indonesian government just recently issued a new draft Personal Data protection law (“ Draft Law ”). The Draft Law is not in the 2018 National Legislation Program, which is a list of prioritized laws for Parliament’s deliberation. Consequently it is uncertain when the Draft Law will be passed, however the Indonesian government may prioritize the Draft Law by early next year.

Among other things, the Draft Law deals with Personal Data categorization, differentiation between the concepts of data controller and data processor (absent to date), processing Personal Data, and the forming of a dedicated dispute settlement commission. Failure to comply with the provisions under the Draft Law could lead to administrative sanctions, including orders to cease activities, orders to delete Personal Data and orders to stop unauthorized use of Personal Data, and provides for indemnity payments and monetary penalties. In addition, there are also criminal sanctions for certain actions, such as Personal Data forgery and unauthorized sale of Personal Data.

In terms of coverage, the Draft Law states that it has extraterritorial coverage and applies to individuals, public bodies, business actors and public organizations, whether domiciled in Indonesia or outside of Indonesia, that conducts and harm the interests of Indonesia.

Sanctions

The EIT Law, GR 82 and the Data Protection Regulation do not provide any specific criminal sanctions in respect of a breach of data privacy.

However, it should be noted that under Article 32 of the EIT Law: (i) each person shall be prohibited intentionally and unlawfully changing, adding, reducing, transmitting, destroying, disappearing, transferring and hiding in any way electronic information and/or electronic document belonging to other person or public; (ii) each person shall be prohibited intentionally and unlawfully moving or transferring electronic information and/or electronic document to other person; and (iii) each person shall be prohibited intentionally or unlawfully from committing the action as referred to in (i) that cause confidential electronic information and/or electronic document to become accessible by public with the data totally different from the actual data.

Violation of the above provisions may be subject to imprisonment up to 10 years and/or a monetary fines up to five billion Rupiah. Other than the EIT Law, Article 322.1 of the Indonesian Criminal Code also provides that anyone who intentionally discloses confidential information that he/she is under an obligation to keep secret by virtue of his/her present or past position or employment is subject to imprisonment of nine months. Violation of GR 82 and the Data Protection Regulation is also subject to the administrative sanctions in the form of warning letters; administrative fines; suspension; and deregistration.

To the best of our knowledge, enforcement of data privacy clauses, for example, through courts has yet to be tested in Indonesia and there have been no court cases reported in relation to data privacy breaches. However, please note that legal cases are not publicly available in Indonesia and there are no law reports unlike in common law countries.

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HISTORY AND CORPORATE STRUCTURE

KEY CORPORATE MILESTONES

The following is a summary of our key corporate development milestones:

Date March 2013. . . . . . . . . . . . . . . . . November 2014 - January 2015 . . May - July 2015 . . . . . . . . . . . . . July 2015 . . . . . . . . . . . . . . . . . . November 2015 . . . . . . . . . . . . . . March 2016. . . . . . . . . . . . . . . . . August 2016 . . . . . . . . . . . . . . . . April - August 2018. . . . . . . . . . .	Event
	Our mobile advertising business operations commenced through our predecessor operating entities Our mobile advertising solutions operating platform was launched In anticipation of the planned offshore financing activities, we adopted an offshore red-chip holding structure and migrated our businesses conducted through our predecessor operating entities to our current group structure We introduced NetEase (Hong Kong) Limited at an offshore level as our private equity investor For purposes of enabling our listing on NEEQ, we unwound our offshore holding structure and adopted a PRC onshore holding structure with Guangzhou Mobvista as our onshore holding vehicle We completed two rounds of onshore private equity financing We launched Mintegral, our integrated proprietary platform for programmatic mobile advertising We completed the listing of Guangzhou Mobvista on NEEQ We acquired nativeX, LLC, a U.S.-based company that operates a native advertising platform We acquired Game Analytics ApS, a Denmark-based company that operates a SaaS game data analytics platform for game developers We underwent the Reorganization in preparation of the [REDACTED]. We spun-off our core subsidiaries and operations into our current Cayman Islands [REDACTED] vehicle, a wholly owned subsidiary of Guangzhou Mobvista

Date
March 2013. . . . . . . . . . . . . . . . .
November 2014 - January 2015 . .
May - July 2015 . . . . . . . . . . . . .
July 2015 . . . . . . . . . . . . . . . . . .
November 2015 . . . . . . . . . . . . . .
March 2016. . . . . . . . . . . . . . . . .
August 2016 . . . . . . . . . . . . . . . .
April - August 2018. . . . . . . . . . .

Event

Our mobile advertising business operations commenced through our
predecessor operating entities
Our mobile advertising solutions operating platform was launched
In anticipation of the planned offshore financing activities, we
adopted an offshore red-chip holding structure and migrated our
businesses conducted through our predecessor operating entities to
our current group structure
We introduced NetEase (Hong Kong) Limited at an offshore level as
our private equity investor
For purposes of enabling our listing on NEEQ, we unwound our
offshore holding structure and adopted a PRC onshore holding
structure with Guangzhou Mobvista as our onshore holding vehicle
We completed two rounds of onshore private equity financing
We launched Mintegral, our integrated proprietary platform for
programmatic mobile advertising
We completed the listing of Guangzhou Mobvista on NEEQ
We acquired nativeX, LLC, a U.S.-based company that operates a
native advertising platform
We acquired Game Analytics ApS, a Denmark-based company that
operates a SaaS game data analytics platform for game developers
We underwent the Reorganization in preparation of the
[REDACTED]. We spun-off our core subsidiaries and operations into
our current Cayman Islands [REDACTED] vehicle, a wholly owned
subsidiary of Guangzhou Mobvista

OUR CORPORATE HISTORY AND DEVELOPMENT

Our Predecessor Operating Entities

The history of our Group traces back to two of our predecessor operating entities, namely (i) MNC HK, a company incorporated in Hong Kong in March 2013, and (ii) Guangzhou Gamo, a company established in the PRC in November 2013. Our early phase of mobile advertising business operations from March 2013 to December 2014 were conducted through such predecessor operating entities. Each of MNC HK and Guangzhou Gamo was held by Mr. Duan, Mr. HUANG Weijian (黃偉堅) (“ Mr. Huang ”), Mr. MA Li (馬力) (“ Mr. Ma ”) and Mr. ZHONG Zhiyong (鐘智勇) (“ Mr. Zhong ”) as to 35.50%, 21.50%, 21.50% and 21.50% (the “ Founding Shareholders ”), respectively, since their respective inception until our adoption of our offshore red-chip structure as described below.

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HISTORY AND CORPORATE STRUCTURE

2014-15 Offshore Corporate Structure

Since late 2014, in order to support our business growth and to adopt an offshore red-chip holding structure in anticipation of raising funds from private equity investors at an offshore level, we conducted certain restructuring steps as below:

Incorporation of a Cayman Islands holding company. In November 2014, Worldwide Cayman was incorporated in the Cayman Islands. Worldwide Cayman was beneficially owned as to approximately 38.04%, 21.49%, 18.98% and 21.49% by Mr. Duan, Mr. Huang, Mr. Ma and Mr. Zhong, respectively.
Incorporation of a BVI holding vehicle. In November 2014, Seamless was incorporated as a holding vehicle in the BVI and a wholly-owned subsidiary of Worldwide Cayman.
Establishment of our Hong Kong operating subsidiary. In December 2014, MIT HK was incorporated in Hong Kong as one of our core operating entities and a wholly-owned subsidiary of Seamless.
Establishment of WFOE. In April 2015, Mobvista Technology was established in the PRC as one of our core operating entities and a wholly-owned subsidiary of MIT HK.
Business migration into the offshore structure . In late 2014, we migrated business operations of MNC HK and Guangzhou Gamo into the newly incorporated offshore structure. In particular, all business contracts in connection with our mobile advertising business were assigned by MNC HK to MIT HK by the end of 2014. Our core management team managed MIT HK from January to May 2015 through a management service arrangement between Guangzhou Gamo and MIT HK, as we were still in the process of incorporating of Mobvista Technology, the onshore operating vehicle under the newly incorporated offshore structure. As part of such arrangement, the employment relationships of our core management team were retained at Guangzhou Gamo until May 2015. Shortly after the incorporation of Mobvista Technology, the employments of our core management team were transferred to Mobvista Technology. The business migration was substantially completed by the end of 2014. Upon completion of the business migration, MNC HK and Guangzhou Gamo did not have substantive business operation other than provision of management services to MIT HK.
Introduction of NetEase as a private equity investor. In January 2015, we introduced NetEase (Hong Kong) Limited (“ NetEase ”) as an investor at our Cayman level. In particular, we issued 26,000,000 series A preference shares of Worldwide Cayman, representing approximately 9.09% of Worldwide Cayman’s then issued share capital on an as-converted basis, for a total consideration of US$2.6 million. The consideration was determined based on arm’s length negotiation and the parties’ mutual view as to the valuation of Worldwide Cayman and its subsidiaries at the time of the transaction. NetEase also agreed to a second closing of an additional tranche of investment, representing one-third of the initial tranche, however, it was not closed at an offshore level (but later at an onshore level) due to our decision to adopt an onshore structure to achieve a listing on NEEQ.

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HISTORY AND CORPORATE STRUCTURE

The following diagram illustrates our Group structure in April 2015, after the offshore investment by NetEase:

==> picture [422 x 272] intentionally omitted <==

----- Start of picture text -----

Mr. Duan Mr. Huang Mr. Ma Mr. Zhong
100% 100% 100% 100%
Mr. Duan’s Mr. Huang’s Mr. Ma’s Mr. Zhong’s
BVI holding BVI holding BVI holding BVI holding NetEase
company company company company
0.35% 34.24% 0.20% 19.34% 0.20% 17.06% 0.20% 19.34% 9.09%
Worldwide Cayman
(Cayman Islands)
100%
Seamless
(BVI)
100%
MIT HK
(Hong Kong)
100%
Mobvista Technology
(PRC)
----- End of picture text -----

Adoption of 2015 Onshore Structure and Listing on the NEEQ

In 2015, we decided to unwind our then red-chip offshore holding structure for purposes of achieving our NEEQ listing in light of the favorable regulatory policy and market conditions in China.

Our adoption of onshore structure was conducted through Guangzhou Huitao, a PRC limited liability company established in March 2012 and held by Mr. Zhong and his wife. As of the time of such restructuring, Guangzhou Huitao did not engage in any meaningful operations. In particular:

Adjustment of shareholding and adoption of an employee incentive plan at an onshore level. In particular, based on arm’s length negotiations among Mr. Duan, Mr. Zhong, Mr. Huang and Mr. Ma, shareholders decided to adjust the respective shareholding in our business at the level of Guangzhou Huitao by contributing a certain amount of equity interest in Guagnzhou Huitao into an employee incentive plan established for providing long-term incentive to our employees. In particular, in May 2015, shares were transferred between Mr. Zhong and his wife on one hand, and Mr. Duan, Mr. Ma and Mr. Huang on the other, with the amount of shareholding transferred being determined based on shareholders’ negotiations taking into account their historical contribution to the inception, evolvement and development of our businesses. In addition, a limited amount of shares were transferred by Mr. Zhong to Mr. Cao in recognition of Mr. Cao’s contribution to the financing activities of Guangzhou Huitao inside China. As a result of such transactions, Guangzhou Huitao was owned by Mr. Duan, Mr. Zhong, Mr. Huang, Mr. Ma and Mr. Cao as to 65.51% (including 29.30% held on behalf of the employee incentive plan), 15.82%, 10.04%, 6.76% and 1.87%, respectively, upon completion of the above transfers conducted at agreed consideration permissible pursuant to applicable laws and regulations.

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HISTORY AND CORPORATE STRUCTURE

Establishment of the holding platform of the employee incentive plan. Guangzhou Huimao Investment Management Center (Limited Partnership) (廣州匯懋投資管理中心(有限合夥)) (“ Guangzhou Huimao ”) was established in May 2015 as the holding platform for employee incentive plan. The general partner of Guangzhou Huimao is Guangzhou Huisui Investment Management Co., Ltd. (廣州匯隧投資管理有限公司) (“ Guangzhou Huisui ”), which was then owned by Mr. Duan, Mr. Cao, Mr. Zhong and Mr. Huang as to 85%, 5%, 5% and 5%, respectively. In May 2015, Mr. Duan transferred 29.30% equity interest in Guangzhou Huitao to Guangzhou Huimao.
Injection of our core operations into Guangzhou Huitao . In May 2015, Worldwide Cayman transferred 100% equity interest in Seamless to Guangzhou Huitao for a consideration of US$2 million, determined with reference to the net assets value of Seamless, thereby injecting our core businesses and operations into Guangzhou Huitao.

We continued to introduce additional private equity investors into Guangzhou Huitao, namely (i) Kashgar Zhuoshi Chengyu Venture Investment Co., Ltd. (喀什琢石成玉創業投資有限公司, “ Kashgar Zhuoshi ”), (ii) Chengcheng Investment Holding Co., Ltd. (誠承投資控股有限公司, “ Chengcheng Investment ”), (iii) Mr. LI Shilei (李石磊), and (iv) Shanghai Culture Industry Equity Investment Fund Partnership (Limited Partnership) (上海文化產業股權投資基金合夥企業(有限合夥), “ Shanghai Culture* ”). In particular, Shanghai Culture acquired 4%, 0.17% and 1.17% of equity interest from Mr. Ma, Mr. Zhong and Mr. Huang, respectively, for a total consideration of RMB80 million. The other shareholders invested through subscribing for shares issued by Guangzhou Huitao, with the consideration amounting to RMB18.6 million, RMB24.8 million and RMB8.0 million, respectively. Such consideration was determined based on arm’s length negotiation and parties’ mutual view as to the valuation of Guangzhou Huitao.

In addition, in order to restore NetEase’s investment at the on-shore level, NetEase exited from Worldwide Cayman in September 2015 through a repurchase by Worldwide Cayman of all its series A preference shares at a consideration of US$2.6 million, being the original investment consideration. At an onshore level, Guanzhou Boguan Information Technology Co., Ltd. (廣州博冠信息科技有限公司, “ Guangzhou Boguan* ”, which is an onshore subsidiary of NetEase) completed its investment with RMB24.3 million (being the Renminbi equivalent of the originally agreed amount at an offshore level).

Upon completion of the above capital restructuring, Guangzhou Huitao was held by 11 shareholders, namely Mr. Duan, Guangzhou Huimao, Mr. Zhong, Mr. Huang, Mr. Cao, Mr. Ma, Guangzhou Boguan, Kashgar Zhuoshi, Chengcheng Investment, Mr. LI Shilei and Shanghai Culture as to 27.61%, 22.34%, 11.90%, 6.49%, 1.43%, 1.16%, 10.44%, 4.88%, 6.51%, 1.92% and 5.33%, respectively.

In preparation for the NEEQ listing, in July 2015, we converted Guangzhou Huitao into a PRC joint stock limited company which was subsequently renamed as Guangzhou Mobvista.

In July 2015, Guangzhou Mobvista received capital injections from additional private equity investors totaling RMB125,000,000. Such investors include Hunan Mango Haitong Creative Culture Investment Partnership (湖南芒果海通創意文化投資合夥企業, “ Hunan Mango ”), Yuandaxin Capital - CSC Securities - Yuanda Xin Capital - Jubao No. 1 Special Asset Management Plan (元達信資本-中信建投證券-元達信資本-聚寶1號專項資產管理計劃, “ Yuandaxin ”), Shanghai Haitong Digital Media Xin’er Venture Capital Management Center (Limited Partnership) (上海海通數媒新二創業投資管理中心(有限合夥), “ Shanghai Haitong ”), Beijing Runxin Dingtai Capital Management Co., Ltd. (北京潤信鼎泰資本管理有限公司, “ Beijing Runxin ”) and Ms. QIN Shengxian (秦聖嫻), who invested RMB50 million, RMB35 million, RMB30 million, RMB5 million and RMB5 million into Guangzhou Mobvista, respectively, holding 2.60%, 1.82%, 1.56%, 0.26% and 0.26% of equity interest in Guangzhou Mobvista, respectively.

In July 2015, Guangzhou Mobvista acquired the entire equity interest of Guangzhou Ruisou, a company then engaged in mobile advertising, from an independent third party for a consideration of RMB150,000, which was determined based on arm’s length negotiation and parties’ mutual view as to the valuation of Guangzhou Ruisou at the time of the transaction.

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HISTORY AND CORPORATE STRUCTURE

As our business continued to grow and to further leverage our unique business nature with significant international expansion potentiality, we also emphasized on continuing expanding internationally. In particular, Guangzhou Mobvista Group, through Seamless, incorporated three subsidiaries in the Seychelles, including Mintegral Limited (formerly known as Pointer Ad Technology Company Limited), Flash Banner Technology Company Limited, and Advertter Technology Company Limited, and one subsidiary in Singapore, namely Adlogic Technology Pte. Ltd. In addition, Seamless acquired the entire equity interest of Mintegral International Limited (formerly known as Dime Freak Technology Limited), a company incorporated in Hong Kong, from an independent third party in September 2015 for a consideration of HK$10,000, which was determined based on arm’s length negotiation and parties’ mutual view as to the valuation of Mintegral International Limited at the time of the transaction.

In November 2015, Guangzhou Mobvista was listed on the NEEQ with the stock code 834299. The diagram below illustrates the shareholding structure of Guangzhou Mobvista Group immediately prior to its listing on NEEQ:

==> picture [443 x 262] intentionally omitted <==

Note:

(1) The general partner of Guangzhou Huimao was Guangzhou Huisui (held by Mr. Duan, Mr. Cao, Mr. Zhong and Mr. Huang as to 85%, 5%, 5% and 5%, respectively), which held 1% interest in Guangzhou Huimao. The limited partner of Guangzhou Huimao was Mr. Duan, holding 99% interest in Guangzhou Huimao. Currently the general partner, namely Guangzhou Huisui, holds the entire voting and disposition power in Guangzhou Huimao.
(2) Other shareholders included Shanghai Culture, Kashgar Zhuoshi, Hunan Mango, Yuandaxin, Mr. LI Shilei, Shanghai Haitong, Mr. Ma, Beijing Runxin and Ms. QIN Shengxian, which held 4.99%, 4.56%, 2.60%, 1.82%, 1.80%, 1.56%, 1.08%, 0.26% and 0.26%, respectively.

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HISTORY AND CORPORATE STRUCTURE

Continued Development of Guangzhou Mobvista Group

The business of Guangzhou Mobvista Group continued to grow substantially since the listing of Guangzhou Mobvista on NEEQ.

In March 2016, Guangzhou Mobvista acquired the entire equity interest of Huiju Shanhe, a company engaged in mobile advertising business, from the then shareholders of Huiju Shanhe, including Mr. Duan, Mr. Zhong, Mr. Ma and Mr. Huang who held 35.5%, 21.5%, 21.5% and 21.5% interest, respectively, for nil consideration.

From March 2016 to October 2016, Guangzhou Mobvista also established two subsidiaries in the PRC, namely Zhuhai Huiliang and Shenzhen Huirui. Shenzhen Huirui is primarily engaged in mobile advertising business and Zhuhai Huiliang is primarily engaged in investment holding.

In addition to the subsidiaries in Hong Kong, Singapore and Seychelles incorporated or acquired prior to the NEEQ-listing of Guangzhou Mobvista as set out above, Guangzhou Mobvista Group continued to further expand into various jurisdictions in the global market by establishing three subsidiaries in the U.S., and a subsidiary in each of the Netherlands, Japan and India. See “— Our Subsidiaries” in this section.

Furthermore, Gangzhou Mobvista Group also expanded its business through acquisitions of overseas companies to create synergy with its mobile advertising business.

Acquisition of nativeX, LLC. nativeX, LLC is a company incorporated in Minnesota, the United States, specializing in monetization and advertising for mobile games and apps through its native advertising platform. In March 2016, Guangzhou Mobvista Group, through USCore, Inc. (a wholly-owned subsidiary of Seamless), acquired the entire equity interests of nativeX, LLC from an independent third party to strengthen our native advertising technology capabilities and enhance our presence in the United States. The consideration of such acquisition was US$25 million, which was determined based on arm’s length negotiation and parties’ mutual view as to the valuation of nativeX, LLC at the time of the transaction, which was fully settled in March 2016.
Acquisition of Game Analytics ApS . Game Analytics ApS is a company incorporated in Denmark which operates a SaaS game data analytics platform for game developers. MIT HK (which later assigned its rights and obligations under the relevant share purchase agreement to Eurocore B.V., a wholly-owned subsidiary of MIT HK) acquired 90.01% equity interest in Game Analytics ApS from certain independent third parties for a consideration of US$9.9 million, which was fully settled in August 2016. Eurocore B.V. later acquired the remaining 9.99% equity interest in Game Analytics ApS from an independent third party for a consideration of US$0.8 million, which was fully settled in September 2017. The consideration for each of these acquisitions was determined based on arm’s length negotiation and parties’ mutual view as to the valuation of Game Analytics ApS at the time of the transaction. For more information regarding the business intelligence services we provide through Game Analytics ApS’ platform, see “Business — Our Solutions — SaaS mobile Analytics Platform” in this [REDACTED].

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HISTORY AND CORPORATE STRUCTURE

In March 2016, Guangzhou Mobvista issued 4,217,965 shares to China Industrial International Trust Limited — Fengli Investment Single Fund Trust (Period 1) (興業國際信託有限公司-豐利投資單一資金信託（1期）, “ Fengli Trust ”) for a consideration of approximately RMB10.5 million, representing 5% of the issued share capital of Guangzhou Mobvista upon completion of such share issuance. The trustee and sole beneficiary of Fengli Trust is Guangzhou Huiqian Investment Management Centre (Limited Parternship) (廣州匯潛投資管理中心（有限合夥）, “ Guangzhou Huiqian ”), another holding platform of our employee incentive plan. As of March 2016, the general partner of Guangzhou Huiqian was Mr. Cao, who held 1% interest in Guangzhou Huiqian. The limited partners of Guangzhou Huiqian were Mr. Fang, Mr. Xi, Mr. WANG Ping and Ms. BAI Biru, holding 27.26%, 27.26%, 27.26%, and 17.21% interest in Guangzhou Huiqian, respectively. Currently the general partner, namely Mr. Cao, holds the entire voting and disposition power in Guangzhou Huiqian.

Later in July 2016, Guangzhou Mobvista introduced another 19 shareholders and issued an aggregate of 8,801,703 shares, for a total consideration of approximately RMB521.7 million, representing 9.45% of the issued share capital of Guangzhou Mobvista upon completion of such share issuance. None of these 19 shareholders held more than 5% interest in Guangzhou Mobvista as of the date of investment or as of the date of this [REDACTED].

The Proposed A-share Listing

In March 2017, Guangzhou Mobvista initiated the early phase of preparation for an A-share listing by lodging a registration with the Guangdong Administration of the CSRC (中國證監會廣東監管局) in respect of the commencement of the tutoring period of Guangzhou Mobvista by China Industrial Securities Co., Ltd.* (興業證券股份有限公司). The tutoring period is a prerequisite for submission of A-share listing applications to any stock exchange in the PRC. As of the Latest Practicable Date, the tutoring period had not completed and Guangzhou Mobvista had not submitted the listing application in connection with its proposed A-share listing. Guangzhou Movbista will continue to monitor the regulatory and market condition and evaluate its A-share listing plan.

Set out below is the corporate structure of Guangzhou Mobvista Group upon completion of the above steps and immediately prior to the Reorganization.

==> picture [450 x 241] intentionally omitted <==

----- Start of picture text -----

Guangzhou Mobvista
(NEEQ: 834299)
(PRC)
100% 100% 100% 100% 100% 100%
Huiju Shanhe Guangzhou Ruisou Shenzhen Huirui Seamless Zhuhai Huiliang Guangzhou Jianda
(PRC) (PRC) (PRC) (BVI) (PRC) (PRC)
100% 100% 100% 100% 100% 100% 100%
Flash Banner Advertter Mintegral Adlogic Westcore
Mintegral Limited Technology Technology MIT HK International Technology Pte. Technology
(Seychelles) Company Limited Company Limited (Hong Kong) Limited Ltd. Limited
(Seychelles) (Seychelles) (Hong Kong) (Singapore) (Cayman)
100% 100% 100% 100% 100%
Mobvista(India)
Mobvista-Japan Eurocore B.V. Mobvista Limited Liability USCore, Inc
Co., Ltd. (Netherlands) Technology Partnership (U.S.)
(Japan) (PRC) (India)
100% 100% 100% 100% 100%
Mintegral North Game Analytics Mobworld NX Info LLC nativeX, LLC
America Inc. ApS Technology (U.S.) (U.S.)
(U.S.) (Denmark) (PRC)
100%
100%
Game Bulletproof Studio
Analytics Ltd LLC
(U.K.) (U.S.)
----- End of picture text -----

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HISTORY AND CORPORATE STRUCTURE

REORGANIZATION

For purposes of enabling a [REDACTED] on the [REDACTED] of our core subsidiaries and operations engaging in mobile value discovery business, we undertook the following reorganization steps in preparation for the [REDACTED]:

Incorporation of our Company . In April 2018, we were incorporated as a Cayman Islands holding vehicle, being a wholly-owned subsidiary of Seamless.
Establishment of BVI holding vehicle . In April 2018, Worldwide BVI was incorporated as a wholly-owned subsidiary of Seamless, in the BVI.
Injection of Seamless’ subsidiaries into Worldwide BVI . In May 2018, Worldwide BVI issued 60,217,492 shares to Seamless, as consideration of which, Seamless (i) transferred the entire share capital of Mintegral Limited, Flash Banner Technology, Advertter Technology Company Limited, Mintegral International Limited, Westcore Technology Limited and Adlogic Technology Pte. Ltd. to Worldwide BVI in May 2018, and (ii) is in the process of transferring the entire share capital of MIT HK to Worldwide BVI, which is expected to be completed in August 2018.
Injection of Worldwide BVI into our Company . As part of the Reorganization, our Company expects to issue (i) 1,000,000 Shares to Seamless and (ii) credited US$60,207,492 to the Company’s share premium account, as a consideration of which, Seamless transferred the entire share capital of Worldwide BVI to our Company. Such transaction will be completed in August 2018.
Centralization of our PRC business into the new Cayman group. Starting in early 2018, we centralized the PRC business into the newly established Cayman group by assigning business contracts and employees held by Huiju Shanhe, Guangzhou Ruisou and Shenzhen Huirui, three of the core operating entities held under Guangzhou Mobvista, into our Gorup, held through Mobvista Technology and its subsidiaries. Upon the completion of such assignment, Huiju Shanhe, Guangzhou Ruisou and Shenzhen Huirui ceased to be engaged in the mobile advertising business.

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HISTORY AND CORPORATE STRUCTURE

Set out below is the corporate structure of our Group immediately after the Reorganization.

==> picture [454 x 313] intentionally omitted <==

----- Start of picture text -----

Guangzhou Mobvista
(NEEQ: 834299)
(PRC)
100%
Seamless
(BVI)
100%
The Company
(Cayman)
100%
Worldwide BVI
(BVI)
100% 100% 100% 100% 100% 100% 100%
Flash Banner Advertter Mintegral Adlogic Westcore
Mintegral Limited Technology Technology MIT HK International Technology Pte. Technology
(Seychelles) Company Limited Company Limited (Hong Kong) Limited Ltd. Limited
(Seychelles) (Seychelles) (Hong Kong) (Singapore) (Cayman)
100% 100% 100% 100% 100%
Mobvista(India)
Mobvista-Japan Eurocore B.V. Mobvista Limited Liability USCore, Inc
Co., Ltd. (Netherlands) Technology Partnership (U.S.)
(Japan) (PRC) (India)
100% 100% 100% 100% 100%
Mintegral North Game Analytics Mobworld NX Info LLC nativeX, LLC
America Inc. ApS Technology (U.S.) (U.S.)
(U.S.) (Denmark) (PRC)
100%
100%
Game Bulletproof Studio
Analytics Ltd LLC
(U.K.) (U.S.)
----- End of picture text -----

Our Company has obtained all relevant approvals required in connection with the Reorganization and has complied with all relevant laws and regulations which are applicable to the Reorganization.

PRC REGULATORY REQUIREMENTS

Our PRC Legal Advisor has confirmed that the equity transfers and the Reorganization in respect of the PRC companies in our Group as described above have been properly and legally competed and all regulatory approvals have been obtained in accordance with PRC laws and regulations.

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HISTORY AND CORPORATE STRUCTURE

OUR SUBSIDIARIES

The principal business activities, place of incorporation, date of establishment and date of commencement of business of each member of our Group are shown below:

No. 1. 2. 3. 4. 5. 6. 7. 8. 9. 10. 11. 12. 13. 14.	Name of subsidiaries Worldwide BVI MIT HK Mobvista Technology Mobworld Technology Advertter Technology Company Limited Flash Banner Technology Company Limited Mintegral Limited (formerly known as Pointer Ad Technology Company Limited) Adlogic Technology Pte. Ltd. Mintegral International Limited (formerly known as Dime Freak Technology Limited) Westcore Technology Limited Mobvista-Japan Co., Ltd. Eurocore B.V. Mobvista (India) Limited Partnership USCore, Inc	Place of incorporation BVI Hong Kong PRC PRC Seychelles Seychelles Seychelles Singapore Hong Kong Cayman Islands Japan Netherlands India U.S.	Date of establishment and commencement of business April 13, 2018 December 15, 2014 April 2, 2015 February 6, 2018 June 24, 2015 June 24, 2015 June 24, 2015(1) October 14, 2015 May 24, 2013 December 14, 2015 September 22, 2017 July 28, 2016 October 10, 2017 December 9, 2015	Principal activities
				Investment holding Provision of mobile advertising solutions Provision of mobile advertising solutions Provision of mobile advertising solutions Provision of mobile advertising solutions Provision of mobile advertising solutions Provision of mobile advertising solutions Provision of mobile advertising solutions Provision of mobile advertising solutions Investment holding Provision of mobile advertising solutions Investment holding Provision of mobile advertising solutions Investment holding

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HISTORY AND CORPORATE STRUCTURE

No. 15. 16. 17. 18. 19. 20.	Name of subsidiaries Mintegral North America Inc. (formerly known as NX Ads Inc.) nativeX, LLC Bulletproof Studio LLC NX Info LLC Game Analytics ApS Game Analytics Ltd	Place of incorporation U.S. U.S. U.S. U.S. Denmark U.K.	Date of establishment and commencement of business October 19, 2017 June 9, 2010(2) October 7, 2014(2) October 19, 2017 October 20, 2011(3) September 11, 2014(3)	Principal activities
				Provision of mobile advertising solutions Provision of mobile advertising solutions Provision of mobile advertising solutions Provision of mobile advertising solutions Provision of mobile advertising analysis solutions Provision of mobile advertising analysis solutions

Notes:

(1) Mintegral International Limited was acquired by us in September 2015. See “— Our Corporate History and Development — Adoption of 2015 Onshore Structure and Listing on the NEEQ” in this section.

(2) nativeX, LLC was acquired by us in March 2016. Bulletproof Studio LLC is a wholly-owned subsidiary of nativeX, LLC. See “— Our Corporate History and Development — Continued Development of Guangzhou Mobvista Group — Further expansion of global footprint” in this section.

(3) Game Analytics ApS was acquired by us in August 2016. Game Analytics Ltd is a wholly-owned subsidiary of Game Analytics ApS. See “— Our Corporate History and Development — Continued Development of Guangzhou Mobvista Group — Further expansion of global footprint” in this section.

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HISTORY AND CORPORATE STRUCTURE

==> picture [411 x 643] intentionally omitted <==

----- Start of picture text -----

(4)
Other
Shareholders 52.27%
[REDACTED]
the
of
(2) (PRC) (2) (PRC)
Fengli Trust 3.17%
Guangzhou Huiqian
completion
the 100% 100% 100% 100% 100%
to 資有限公司) (PRC) 1.28% Westcore Technology Limited (Cayman) USCore, Inc (U.S.) nativeX, LLC (U.S.) Bulletproof Studio LLC (U.S.)
prior Horgos Huichun Equity Investment Co., Ltd. 霍爾果斯滙淳股權投(
Mr. Cao 100% 100% 100%
0.65% Adlogic Technology Pte. Ltd. (Singapore) Mobvista(India) Limited Liability Partnership (India) NX Info LLC (U.S.)
immediately
)
Group 100%
(PRC) 100% 100%
our 100% 資有限公司 4.20% Mintegral International Limited (Hong Kong) Mobvista Technology (PRC) Mobworld Technology (PRC)
of Horgos Duanshi Pearl River Equity Investment Co., Ltd. 霍爾果斯段氏珠江股權投(
)
structure 100% 100% 100% 100%
Mr. Duan 12.94% NEEQ: 834299( (PRC) 100% Seamless (BVI) 100% The Company (Cayman) 100% Worldwide BVI (BVI) MIT HK (Hong Kong) Eurocore B.V. (Netherlands) Game Analytics ApS (Denmark) Game Analytics Ltd (U.K.)
Guangzhou Mobvista
shareholding
100%
and 95% (PRC) (1) (PRC) Advertter Technology (Seychelles) Co., Ltd. (Japan) (U.S.)
Guangzhou Huisui Guangzhou Huimao 17.97% Company Limited 100% Mobvista-Japan 100% Mintegral North America Inc.
corporate
)
100%
the
(3)
Flash Banner Technology (Seychelles)
Company Limited
Investment
Shanghai Huaqi Management Centre 上海驊其投資管理( 中心（有限合夥） 0.36%
illustrates
) 100%
(3) (Seychelles)
Mintegral Limited
diagram (PRC) Centre
Investment Management
Shanghai Dunhong Asset Management Co., Ltd. Shanghai Huabao 上海驊報投資管理( 中心（有限合夥） 2.40%
（上海敦鴻資產管理有限公司）
)
following
(3)
[REDACTED].
The the Investment Management Centre 4.76%
Shanghai Huaming 上海驊名投資管理( 中心（有限合夥）
and
----- End of picture text -----

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HISTORY AND CORPORATE STRUCTURE

Notes:

(1) The general partner of Guangzhou Huimao is Guangzhou Huisui (held by Mr. Duan and Mr. Cao as to 95% and 5%, respectively), which held 1% interest in Guangzhou Huimao. The limited partners of Guangzhou Huimao are Horgos Duanshi Pearl River Equity Investment Co., Ltd. (霍爾果斯段氏珠江股權投資有限公司, a company wholly-owned by Mr. Duan), Horgos Huichun Equity Investment Co., Ltd. (霍爾果斯匯淳股權投資有限公司, a company wholly-owned by Mr. Cao), Mr. CHEN Qiaofeng, Mr. WANG Ping, Mr. Xi, Mr. Fang and Mr. SONG Xiaofei, holding 52.48%, 33.20%, 4.66%, 2.69%, 2.69%, 2.69% and 0.60% interest in Guangzhou Huimao. Currently the general partner, namely Guangzhou Huisui, holds the entire voting and disposition power in Guangzhou Huimao.
(2) The trustee and sole beneficiary of Fengli Trust is Guangzhou Huiqian. The general partner of Guangzhou Huiqian is Mr. Cao, who held 1% interest in Guangzhou Huiqian. The limited partners of Guangzhou Huiqian are Mr. Xi, Mr. Fang, Mr. WANG Ping and Horgos Duanshi Pearl River Equity Investment Co., Ltd.* (霍爾果斯段氏珠江股權投資有限公司, a company wholly-owned by Mr. Duan), holding 27.26%, 27.26%, 27.26% and 17.21% interest in Guangzhou Huiqian, respectively. Currently the general partner, namely Mr. Cao, holds the entire voting and disposition power in Guangzhou Huiqian.
(3) The general partner of each of Shanghai Huaming Investment Management Centre (上海驊名投資管理中心（有限合夥）), Shanghai Huabao Investment Management Centre (上海驊報投資管理中心（有限合夥）) and Shanghai Huaqi Investment Management Centre (上海驊其投資管理中心（有限合夥）) is Shanghai Dunhong Asset Management Co., Ltd. (上海敦鴻資產管理有限公司), an independent third party.
(4) Other shareholders holding less than 5% but more than 1% in Guangzhou Mobvista include Shanghai Zhongping Guoyu M&A Equity Investment Fund Partnership (Limited Partnership) (上海中平國瑀並購股權投資基金合夥企業（有限合夥）), Mr. XIE Yong (謝勇), Ms. SUN Jinyu (孫晉瑜), Mr. Zhong, Shanghai Culture, Guangzhou Boguan, Mango Cultural & Creative (Shanghai) Equity Investment Fund Partnership (Limited Partnership) (芒果文創（上海）股權投資基金合夥企業（有限合夥）), Mr. SONG Peiyuan (宋培元), Kashgar Zhuoshi, Guangzhou Yuexiu Nuocheng No.6 Industrial Investment Partnership (Limited Partnership) (廣州越秀諾成六號實業投資合夥企業（有限合夥）), Mr. Huang, Shanghai Haitong, Shanghai Jinpu Innovative Consumer Equity Investment Fund (Limited Partnership) (上海金浦創新消費股權投資基金（有限合夥）), Yuandaxin, and Ms. CUI Wenyi (崔文毅), which held 4.88%, 4.35%, 3.87%, 3.19%, 3.00%, 2.90%, 2.82%, 2.45%, 1.94%, 1.81%, 1.75%, 1.34%, 1.08%, 1.07% and 1.00% interest in Guangzhou Mobvista, respectively, as of the Latest Practicable Date. Save as disclosed herein, no other shareholders held more than 1% equity interest in Guangzhou Mobvista as of the Latest Practicable Date.

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HISTORY AND CORPORATE STRUCTURE

==> picture [402 x 643] intentionally omitted <==

----- Start of picture text -----

(4)
Other
Shareholders 52.27%
(2) (PRC) (2) Fengli Trust (PRC) 3.17% 100% 100% 100% 100%
Guangzhou Huiqian Westcore Technology Limited (Cayman) USCore, Inc (U.S.) nativeX, LLC (U.S.) LLC (U.S.)
Bulletproof Studio
100%
(PRC) 100% 100% 100%
Horgos Huichun Equity Investment Co., Ltd. (霍爾果斯滙淳股權投資有限公司) 1.28% Adlogic Ltd. (Singapore) Partnership (India) NX Info LLC (U.S.)
Technology Pte. Mobvista(India) Limited Liability
Mr. Cao
0.65%
100% 100% 100%
[25]%
Public Shareholders Mintegral International Limited (Hong Kong) Mobvista Technology (PRC) Mobworld Technology (PRC)
(PRC)
100% 資有限公司) 4.20% 100% 100% 100% 100% 100%
Horgos Duanshi Pearl River Equity Investment Co., Ltd. (霍爾果斯段氏珠江股權投 The Company (Cayman) Worldwide BVI (BVI) MIT HK (Hong Kong) Eurocore B.V. (Netherlands) Game Analytics ApS (Denmark) Game Analytics Ltd (U.K.)
)
Mr. Duan (PRC) Seamless (BVI) 100%
12.94% Guangzhou Mobvista NEEQ: 834299( 100% [75]% Advertter Technology (Seychelles) Co., Ltd. (Japan) (U.S.)
exercised): Company Limited 100% Mobvista-Japan 100% Mintegral North America Inc.
not
is 95% (PRC) (1) (PRC) 100%
Flash Banner Technology (Seychelles)
Guangzhou Huisui Guangzhou Huimao 17.97% Company Limited
100%
[REDACTED] (3)
(Seychelles)
the Investment Mintegral Limited
Shanghai Huaqi 0.36%
Management Centre (上海驊其投資管理中心（有限合夥）)
(assuming (PRC) (3) Investment Management Centre
Shanghai Dunhong Asset Management Co., Ltd. Shanghai Huabao (上海驊報投資管理中心（有限合夥）) 2.40%
（上海敦鴻資產管理有限公司）
(3)
[REDACTED]
Centre
The following diagram illustrates the corporate and shareholding structure of our Group immediately following the completion of the [REDACTED] Investment Management
the Shanghai Huaming (上海驊名投資管理中心（有限合夥）) 4.76%
and
----- End of picture text -----

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HISTORY AND CORPORATE STRUCTURE

Notes:

(1) The general partner of Guangzhou Huimao is Guangzhou Huisui (held by Mr. Duan and Mr. Cao as to 95% and 5%, respectively), which held 1% interest in Guangzhou Huimao. The limited partners of Guangzhou Huimao are Horgos Duanshi Pearl River Equity Investment Co., Ltd. (霍爾果斯段氏珠江股權投資有限公司, a company wholly-owned by Mr. Duan), Horgos Huichun Equity Investment Co., Ltd. (霍爾果斯匯淳股權投資有限公司, a company wholly-owned by Mr. Cao), Mr. CHEN Qiaofeng, Mr. WANG Ping, Mr. Xi, Mr. Fang and Mr. SONG Xiaofei, holding 52.48%, 33.20%, 4.66%, 2.69%, 2.69%, 2.69% and 0.60% interest in Guangzhou Huimao. Currently the general partner, namely Guangzhou Huisui, holds the entire voting and disposition power in Guangzhou Huimao.
(2) The trustee and sole beneficiary of Fengli Trust is Guangzhou Huiqian. The general partner of Guangzhou Huiqian is Mr. Cao, who held 1% interest in Guangzhou Huiqian. The limited partners of Guangzhou Huiqian are Mr. Xi, Mr. Fang, Mr. WANG Ping and Horgos Duanshi Pearl River Equity Investment Co., Ltd.* (霍爾果斯段氏珠江股權投資有限公司, a company wholly-owned by Mr. Duan), holding 27.26%, 27.26%, 27.26% and 17.21% interest in Guangzhou Huiqian, respectively. Currently the general partner, namely Mr. Cao, holds the entire voting and disposition power in Guangzhou Huiqian.
(3) The general partner of each of Shanghai Huaming Investment Management Centre (上海驊名投資管理中心（有限合夥）), Shanghai Huabao Investment Management Centre (上海驊報投資管理中心（有限合夥）) and Shanghai Huaqi Investment Management Centre (上海驊其投資管理中心（有限合夥）) is Shanghai Dunhong Asset Management Co., Ltd. (上海敦鴻資產管理有限公司), an independent third party.
(4) Other shareholders holding less than 5% but more than 1% in Guangzhou Mobvista include Shanghai Zhongping Guoyu M&A Equity Investment Fund Partnership (Limited Partnership) (上海中平國瑀並購股權投資基金合夥企業（有限合夥）), Mr. XIE Yong (謝勇), Ms. SUN Jinyu (孫晉瑜), Mr. Zhong (鐘智勇), Shanghai Culture, Guangzhou Boguan, Mango Cultural & Creative (Shanghai) Equity Investment Fund Partnership (Limited Partnership) (芒果文創（上海）股權投資基金合夥企業（有限合夥）), Mr. SONG Peiyuan (宋培元), Kashgar Zhuoshi, Guangzhou Yuexiu Nuocheng No.6 Industrial Investment Partnership (Limited Partnership) (廣州越秀諾成六號實業投資合夥企業（有限合夥）), Mr. Huang, Shanghai Haitong, Shanghai Jinpu Innovative Consumer Equity Investment Fund (Limited Partnership) (上海金浦創新消費股權投資基金（有限合夥）), Yuandaxin, and Ms. CUI Wenyi (崔文毅), which held 4.88%, 4.35%, 3.87%, 3.19%, 3.00%, 2.90%, 2.82%, 2.45%, 1.94%, 1.81%, 1.75%, 1.34%, 1.08%, 1.07% and 1.00% interest in Guangzhou Mobvista, respectively, as of the Latest Practicable Date. Save as disclosed herein, no other shareholders held more than 1% equity interest in Guangzhou Mobvista as of the Latest Practicable Date.

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OVERVIEW

among the top ten in the world, the second in Asia and the largest in China in terms of monetization SDK average DAUs in the fourth quarter of 2017;
the largest third-party advertising platform in terms of providing user acquisition solutions during the three months ended April 30, 2018 to the top 50 PRC apps by number of overseas downloads in 2017.

Our leading positions are driven by our global business scale and a dynamic ecosystem consisting of our platform, our advertisers and our publishers, our mobile analytics solutions users and mobile device users. This ecosystem allows us to meet the needs of app developers through the life cycles of their respective apps. We provide user acquisition solutions to app developers as advertisers to help them discover new users through precise ad viewer targeting and cost-efficient advertising. We provide monetization solutions to apps developers as media publishers to help them discover advertising budgets and the right types of advertising content for their users. At the same time, our mobile analytics solutions help app developers discover new user value. In addition, an increasing number of app developers use both our user acquisition and monetization solutions. For example, 29 of the top 50 PRC apps by number of overseas downloads in 2017 have used both our user acquisition and monetization solutions through Mintegral SDK integration during the three months ended April 30, 2018.

When app developers are our advertisers, we help them launch campaigns to acquire users on three types of media: (i) top media, or major online media publishers such as Facebook and Google, which offer ad inventories through their proprietary ad platforms; (ii) medium-sized media, or mobile apps which do not have proprietary ad platforms, that offer ad inventories through Mintegral, our programmatic advertising platform; and (iii) long-tail media, which we define as ad networks that aggregate small traffic sources and other small-sized media publishers that directly cooperate with us. From our inception to December 31, 2017, we have provided user acquisition solutions to over 2,000 advertisers and delivered ads to 6.7 billion unique mobile devices cumulatively. From our inception to December31, 2017, app developers who had direct contractual relationships with us constituted 96.7% of our advertisers that we served and rest were advertising agencies through which we provided user acquisition solutions to app developers. During the three months ended April 30, 2018, we have provided user acquisition solutions for 43 of the top 50 PRC apps by number of overseas downloads in 2017 and over 70% of the top 20 apps by downloads in 2017 in the United States, Japan, South Korea, Singapore, Indonesia and Thailand.

When app developers are our publishers, we provide monetization solutions by connecting them with advertisers on our platform and matching their ad inventories to the right types of ads for their users. We provide monetization solutions primarily for (i) medium-sized media who provide ad inventories programmatically by integrating our Mintegral software development kit (SDK) into their apps and (ii) long-tail media that provide ad inventories programmatically through API or manually. Our Mintegral SDK is our primary way of connecting to programmatic media publishers and enables us to acquire meaningful data to train our AI-based model and improve the performance of our solutions. As of December 31, 2017, over 3,500 apps globally had integrated our Mintegral SDK cumulatively, and the average DAUs of our Mintegral SDK reached over 240.0 million in 2017. In addition, we have a long operating history of managing ad campaigns on long-tail media, which constitutes a meaningful portion of advertisers’ marketing budgets. We have established a mature long-tail media network consisting of ad networks and other small-sized media publishers.

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and unified platform to acquire, analyze, retain and monetize players in real time to maximize ROI across the entire solution stack together with our advertising and monetization solutions. GameAnalytics contributes to our ecosystem by expanding our advertiser and publisher base, contributing player data to our database and identifying desirable ad viewers for better ad targeting and delivery.

Our mobile value discovery platform is supported by our strong big data and AI capabilities. Our big data AI platform, is designed to serve as a central back-end system to store, process and analyze device data through big data and machine learning technologies. Our database consists of information collected from publishers and advertisers and from GameAnalytics, our SaaS mobile analytics platform for game developers. Utilizing such data, our AI model applies tags to each device that we can access to generate profiles on each mobile device, which can help our advertisers and publishers maximize engagement with end users and reach the type of audience suited for their advertising and monetization needs. We have developed a machine learning framework that can analyze billions of changing device feature data and implement new model updates every few seconds, thereby adapting on a real-time basis to actual device data to achieve performance optimization. We also have a highly scalable and reliable IT infrastructure built on a microservice, serverless and auto-scaling architecture, which supports and optimizes our operations to allow us to cover ad deliveries more than 200 countries with up to 25 million ad delivery requests per minute with an average response time of approximately 25 milliseconds.

OUR STRENGTHS

Leading global third-party mobile value discovery platform with global business scale

We are a leading global third-party mobile value discovery platform that provides user acquisition, monetization and mobile analytics solutions to app developers globally. Ads from our user acquisition and monetization solutions reached an average of approximately 700 million unique mobile devices per day in the fourth quarter of 2017 and 2.1 billion unique mobile devices in December 2017. According to the iResearch Report, we were:

among the top ten in the world, the second in Asia and the largest in China in terms of monetization SDK average DAUs in the fourth quarter of 2017; and
the largest third-party advertising platform in terms of providing user acquisition solutions during the three months ended April 30, 2018 to the top 50 PRC apps by number of overseas downloads 2017.

We combine strong local service capabilities with an expansive global footprint to deliver ads to devices in over 200 countries. As a result, we have accumulated a large base of global ecosystem partners. From our inception to December 31, 2017, we had provided user acquisition solutions to over 2,000 advertisers and delivered ads to 6.7 billion unique mobile devices cumulatively. Our Mintegral SDK had average DAUs of over 240.0 million in 2017.

We believe we have achieved the global business scale necessary to continually increase our advertiser base and capture traffic in order to expand our ecosystem and consolidate our leading positions. In addition, our business scale has resulted in a strong flywheel effect—as advertisers more effectively acquire users, they increase their advertising spend on our platform, enabling us to deliver ads to more devices through a larger base of publishers. The increased spend allows publishers to more effectively achieve monetization and

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contribute more traffic and data to our platform, which in turn facilitates more effective user acquisition. The continuous development and interaction of both the user acquisition and monetization sides of our ecosystem provides us with additional data and insight to train our AI models to improve their accuracy and performance, thereby increasing the effectiveness of our solutions and contributing to the sustainability of our growth.

Outstanding programmatic advertising capabilities

Programmatic advertising has been our strategic focus since 2016, and we have established a full stack programmatic solution servicing app developers as both advertisers and publishers. We believe that this focus on technology-enabled advertising will allow us to connect advertisers and publishers effectively and cost-efficiently. Along with the growth and development of the mobile advertising industry, programmatic advertising, or automatic transactions of ad inventories and delivery of ads through the use of technology, has become increasingly prevalent as an effective means of transacting mobile advertising. In particular, the rapid increase in the number of mobile apps globally has resulted in a fragmented advertiser and publisher market that requires automation to direct ad traffic and eliminate inefficiencies. We believe we are well-positioned to capture the growing opportunities in the programmatic marketing sector.

Our programmatic offerings covers (i) medium-sized media on Mintegral, our proprietary AI-driven platform connecting advertisers and publishers, and (ii) top media and long-tail media through API. We have reached our current business scale through consolidating fragmented advertising supply and demand and accumulating technology know-how for operating a programmatic advertising platform.

Mintegral is an essential part of our programmatic advertising offerings. Mintegral directly connects advertisers and publishers through its easily-integrated SDK and eliminates inefficiencies brought by industry intermediaries. In addition, as a data-enabled platform, Mintegral helps (i) advertisers better assess the effectiveness of their user acquisition efforts through data insights, and (ii) publishers find the right ads for their users. Furthermore, the Mintegral SDK allows us to collect a wide variety of in-depth data from media publishers that integrate it, which serves as meaningful data input to train our AI model and improve the performance of our profiling and targeting.

As of December 31, 2017, over 3,500 apps globally had integrated our Mintegral SDK cumulatively. The average DAUs of our Mintegral SDK reached over 240.0 million in 2017. Our revenues from programmatic advertising increased from US$11.7 million in 2015 to US$114.4 million in 2017, representing a CAGR of 218.2%. Revenues from programmatic advertising as a percentage of our total revenues increased from 7.4% in 2015 to 36.7% in 2017 as the result of our strategic focus in this area.

Robust big data and outstanding AI capabilities

Our robust big data and AI capabilities allow us to achieve better performance for our advertisers’ ads and greater monetization efficiency for our publishers, and provide effective mobile analytics solutions.

Our big data capabilities begin with our ability to collect data from a variety of sources, including (i) proprietary data such as device-specific information and tracked data through the ad delivery process, as well as in-depth behavioral data on game players (such as in-game behaviors and virtual item purchasing habits), and (ii) data voluntarily provided by advertisers and publishers such as post-ad interaction events (including registrations and account actions). We cleanse raw data into more valid, meaningful and structured data to train our AI models, which can be applied to various aspects of our business. Our system collected and cleaned data from approximately 700 million unique mobile devices daily in the fourth quarter of 2017 and about 2.1 billion unique mobile devices in December 2017.

Our AI model applies tags to each device to which we have access and can currently apply over 700 types of tags in over 39 categories. These tags have allowed us to generate profiles on each mobile device, which contain the devices’ historical activities as well as preferences and interests of the users. These profiles

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help our advertisers and publishers maximize engagement with end users and reach the type of audience best suited for their advertising and monetization needs. For example, if a device has recently been tracked by our mobile analytics as having made a purchase in an e-commerce app, our AI model will detect this from its data input and recognize the device as a “purchaser,” which will make it more likely to be targeted.

We have invested significantly in developing a machine learning framework. Due to the massive amount of data processed by our AI models, we believe the best way to react to new data in real time is through machine learning that uses stream computation to constantly evolve and self-improve by testing itself. Our online system is able to continually analyze billions of changing features and implement new model updates every few seconds. Consequently, we can monitor actual device data and ad performance on a real-time basis and adapt timely and rapidly to achieve performance improvements in contrast to other AI models that may take days or weeks to update to the next iteration.

We have established an AI center and assembled a dedicated big data and AI technology team with experienced AI experts that are critical for creating the AI algorithms for our machine learning applications. Our AI technology team led by Dr. Yadong Zhu, vice-president for data science, who previously worked at Alibaba. Dr. Zhu’s design of the full chain optimization of the mobile Taobao recommendation system based on reinforcement learning was chosen by MIT Technology Review as one of the ten breakthroughs technologies in 2017.

Proprietary mobile analytics SaaS platform

We have a strong, proprietary mobile analytics SaaS platform, GameAnalytics, currently providing comprehensive game data analytical tools for game developers. We acquired GameAnalytics in 2016 to explore new and more in-depth types of collaboration with game developers. With access to proprietary data throughout a game player’s life cycle post-installation across tens of thousands of games, GameAnalytics can identify and segment players based on spending habits interests and other factors that can subsequently be used in various ways to optimize multiple aspects of a game, including user acquisition budgets, ad monetization and game design and economy.

GameAnlytics has reached over 500.0 million unique mobile devices cumulatively worldwide in 2017. Furthermore, analytics is typically the first third-party solution for game developers to implement, usually before official game launch, which strengthens GameAnalytics’s ability to influence decision-making on what other solutions to implement, including advertising monetization and user acquisition attribution. As of December 31, 2017, over 16,000 game developers in over 130 countries used GameAnalytics to track game player data in their games by integrating the GameAnalytics SDKs covering more than 38,000 games cumulatively. GameAnalytics SDK average DAUs reached over 53.0 million in the fourth quarter of 2017.

Finally, we believe that GameAnalytics has strong synergies with our mobile advertising solutions. For example, it can contribute game data to our database to segment player audiences for more relevant and effective monetization. Ultimately, our goal is to ensure that all our vertical solutions, Mintegral and GameAnalytics are enabled to work efficiently along each other through various integrations, which combined will provide app developers with a unique, complete, and well-integrated series of solutions to support acquiring, analyzing, retaining and monetizing users in real time to maximize ROI across the entire solution stack.

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Extensive global footprint with strong local service capabilities

We utilize a “Glocal” operating model that combines strong local service capabilities with expansive global footprint. We started our business by capturing the opportunities arising from the wave of PRC mobile Internet companies expanding globally, and have served many leading PRC companies in meeting their overseas user acquisition and monetization demands since their early expansion stages. The extensive global expertise that we gained has also allowed us to serve international companies in both their local and global expansion.

As of December 31, 2017, we had 12 offices globally serving companies with ad delivery coverage in over 200 countries. Our revenues from advertisers headquartered outside Greater China increased from US$36.2 million in 2015 to US$132.3 million in 2016 and US$172.0 million in 2017, representing 22.9%, 49.4% and 55.1% of our total advertising revenues, respectively, during those periods. According to the iResearch Report, we were a leading third-party mobile advertising platform in terms of providing user acquisition solutions during the three months ended April 30, 2018 to the top 20 apps by downloads in 2017 in the United Sates, Japan, South Korea, Singapore, Indonesia and Thailand.

We are committed to satisfying the diverse needs of advertisers and publishers globally, across regions and locales, by leveraging the cross-jurisdictional know-how embedded in our “Glocal” operating model to deliver localized solutions and strengthen our local market presence. In addition, our in-depth understanding of how to run a “Glocal” business creates efficiencies across settlement, foreign exchange, compliance and tax matters, both within individual local markets and collectively across multiple markets and jurisdictions, makes our global operations more agile and smarter, reduces our operating risks and strengthens our value to participants in our ecosystem. We also have strategic cooperation relationships with a number of international partners, including leading international and domestic banks who provide us with support for international settlement and credit facilities. At the same time, we have adopted a flat management structure and our offices around the world operate as an integrated team through our internal systems, which enhances the efficiency of our global collaboration, achieves service standardization and strengthens our ability to expand globally.

We actively seek strategic investment opportunities abroad in order to expand our “Glocal” model. We acquired nativeX, LLC, a native advertising technology company founded in the United States, in order to strengthen our ability to provide native ad format and video ad technologies to app developers, as well as our market presence in the United States. Similarly, we acquired Game Analytics ApS, a game mobile analytics solutions company founded in Denmark, to further enhance our strength in game data processing and analysis, as well as our market presence in Europe.

Leading technology capabilities with highly scalable and reliable IT infrastructure

Our highly scalable and reliable IT infrastructure supports and optimizes our operations. Our system is built on a microservice, serverless and auto-scaling architecture, which is both highly scalable and reliable. Our IT infrastructure is able to cover more than 200 countries with up to 25 million ad delivery requests per minute with an average response time of approximately 25 milliseconds.

We use a microservice architecture whereby each part of our business, such as our Mintegral advertiser and publisher-side platforms, and our long-tail media solution, is operated by independent and standardized service modules. This architecture enables us to react to new business needs by adding new service modules quickly. We can also fine-tune each service module and integrate common functions into separate modules to keep our architecture concise, which enhances the efficiency and flexibility of our system and reduces our maintenance costs.

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In addition, we utilize an all-in-cloud architecture whereby we work with Amazon Web Services as our cloud computing service provider. We have an auto-scaling feature enables us to dynamically manage our server costs in line with fluctuating advertising traffic. We have multiple layers of security measures and our systems infrastructure is hosted at data centers at multiple locations in China and overseas. The disaster recovery and network security capabilities enhances our system stability.

Our technology team is currently led by two vice-presidents for technology, Mr. WU Feng and Mr. CAI Chao. Mr. Wu served at Baidu in its research and development department and at AutoNavi, a leading mapping, navigation and location-based services provider. Mr. Cai served as architect at Amazon China and HP China. Mr. Cai is also an certified expert by Sun, IBM and Microsoft, and has 15 years of software development experience. We had a research and development team of 264 full-time employees as of December 31, 2017, constituting over 44.6% of our employees, most of whom have prior experience at leading Internet and technology companies. In 2015, 2016 and 2017, we incurred research and development expenses of US$2.3 million, US$7.4 million and US$18.9 million, respectively.

Sizable and diverse advertiser and publisher base

We have rapidly grown our advertiser base, and our ecosystem now includes a sizeable global base of app developers as advertisers. Our advertiser base is driven by top apps and benefits from stability, diversification and balance:

Diverse advertiser base by geographic and app type. Our advertiser base is diversified and balanced geographically, which we believe provides for more sustainable growth. As of December 31, 2017, advertisers that we had served covered 63 countries and regions, and provided us with relatively geographically diverse revenues. Our advertisers also include a variety of app developers, including developers of games, utility, content, social, e-commerce, lifestyle and other types of apps.
Retention . Advertisers that are developers of top apps have contributed a large portion to our revenues, and we have achieved a high retention rate for such developers. In 2015, our top 200 app advertisers contributed 98.7% of our advertising revenues, and 85.5% of them were still our advertisers in 2016, contributing 56.8% of our advertising revenues. Similarly, in 2016, our top 200 app advertisers contributed 86.1% of our advertising revenues, and 85.0% of them remained our advertisers in 2017, contributing 66.9% of our advertising revenues.
Direct relationships. The majority of our advertisers are direct advertisers, which further enhances our ability to provide our monetization and mobile analytics solutions to them once they are entrenched in our ecosystem. From our inception to December 31, 2017, app developers who had direct contractual relationship with us constituted 96.7% of our advertisers and rest were advertising agencies through which we provided user acquisition solutions to app developers.

We maintain high quality, multi-tier coverage of media across top media, medium-sized media and long-tail media. Our media coverage enables us to offer one-stop cross-media user acquisition solutions for advertising campaigns, and enables our advertisers to manage their advertising budgets and optimize the performance of their ad delivery.

Furthermore, an increasing number of app developers use both our user acquisition and monetization solutions. For example, 29 of the top 50 PRC apps by number of overseas downloads in 2017 during the three months ended April 30, 2018 had used both our user acquisition and monetization solutions through Mintegral SDK integration.

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Visionary and experienced management team with international backgrounds

Our visionary management team possesses extensive experience in the advertising, technology and mobile Internet industries and international backgrounds, leading us to innovate and respond expediently to industry trends. Our management team also possesses experience in public company management and outstanding operating and execution expertise, which have enabled us to succeed in our acquisitions of nativeX, LLC and Game Analytics ApS.

Mr. DUAN Wei, Our chairman, CEO and one of the co-founders of our Group, has over ten year of experience in the advertising, technology and mobile Internet industries, having previously served at Huawei and Guangzhou Dongjing Computer Technology Co. Ltd. (廣州動景計算機科技有限公司) (which owns www.uc.cn and software copyright of UC Browser). Mr. CAO Xiaohuan, our president and one of the co-founders of our Group, has over eight years of experience in the financial, advertising, and mobile Internet industries, and previously served as an investment director at Oriza Yuandian, an equity investment platform of Oriza Holdings. Other members of our management team have prior experience at leading technology companies such as Alibaba, Huawei, Baidu, and Amazon, and most of them have experience in managing international operations. In addition, the majority of the senior management team of Game Analytics ApS remained after our acquisition, which further enhanced our management capabilities.

Our management team capitalized on the global expansion boom of PRC app developers by meeting their advertising and monetization demands and successfully implemented our “Glocal” model in response to the trends of mobile Internet development in the past five years, to enable us to become a leading third-party mobile value discovery platform. We believe that our management team will continue to lead us to innovate, excel and succeed as a leading international company in the future.

OUR STRATEGIES

Continue to implement our “Glocal” operating model by enhancing our local service capabilities and expanding our global footprint

We will continue to implement our “Glocal” strategy by enhancing our local service capabilities in each region where we operate, while expanding our global coverage to increase the scope and depth of our global cooperation with app developers. We believe that the increasing demand for globalization from technology companies and app developers in China and other emerging markets will continue to be a significant driver of our future business growth. We also expect our business growth will be increasingly driven by overseas app developers and we will seek to enhance our overseas local service capabilities to strengthen our overseas market presence in key local markets. We will further explore cross-region opportunities as the regional and global competition among technology companies and app developers intensifies and the demand for advertising, monetization and mobile analytics escalates.

Expand the scale and scope of our business with app developers

We will further expand the scale and scope of our business with advertisers and publishers and strengthen our mobile value discovery ecosystem. For the monetization side, we plan to further explore new ad inventory categories beyond in-app inventory and strengthen our cooperation with website operators, device integrators and telecommunication operators to diversify our advertising ecosystem. We will also explore new media channels for ad delivery and continue to optimize and improve the performance and ROI of advertising campaigns. For the user acquisition side, in addition to marketing for apps, we plan to expand the scope of our solutions to better meet the marketing demands of e-commerce products and financial services, as well as brand advertising. We plan to explore technologies for new forms of ads such as augmented reality and mini-app marketing, and diversify the monetization channels of the ad inventories on our platform. We also aim to strengthen our ability to provide programmatic advertising solutions and reach more advertisers and publishers, including increasing and optimizing workflow automation and making our platform more smart and efficient. Finally, we plan to develop new mobile analytics solutions built on our big data and AI capabilities.

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Explore opportunities for our mobile analytics SaaS platform

We currently offer GameAnalytics’ solutions free of charge. We plan to develop more expansive enterprise solutions to leverage GameAnalytics’ platform and proprietary data set to expand our advertising monetization and our mobile analytics capabilities, including predictive analytics and market intelligence. For mobile analytics, we plan to offer user lifetime value analysis and services predicting game player behavior. We also plan to integrate GameAnalytics’ data set with data from our mobile advertising business to further support our big data and AI capabilities.

Continue to strengthen our data and technology advantages

We will continue to strengthen our data and technology advantages in the mobile advertising and mobile analytics industries. We will invest more in our programmatic advertising technology capabilities to better serve advertisers and publishers. We aim to further strengthen our research and development in big data AI technologies, expand the application of AI algorithms in our solutions. We will also continue to strengthen our parallel computing capabilities, optimize our system architecture and reduce our operating costs for IT infrastructure.

Attract, retain and develop exceptional employees

Since our inception, we have devoted and will continue to devote substantial efforts to establish a talented employee base in areas such as big data and AI. We strive to maintain an exciting and supportive atmosphere that attracts great talent and inspires our employees to excel. We believe that a versatile and experienced management team and employees will provide us with significant advantages in the rapidly evolving market in which we compete and continue to drive our innovation and growth.

Integrate industry resources through strategic investments and mergers and acquisitions

In addition to growing our business organically, we continue to pursue strategic investment and merger and acquisition opportunities that will help strengthen and scale our operations and enhance our business reputation. We aim to target companies that have competitive strengths in technology, data and other areas to further strengthen our competitive position in the mobile advertising and mobile analytics industries.

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OUR BUSINESS MODEL

Our Ecosystem

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We are a leading global third-party mobile value discovery platform that provides user acquisition, monetization and mobile analytics solutions to app developers. At the center of our business model is a dynamic ecosystem that is formed by our platform, our advertisers and our publishers, our mobile analytics solutions users and mobile device users. Our ecosystem enables us to meet the needs of app developers globally as they evolve through the life cycle of their respective apps for advertising, monetization and mobile analytics. We provide user acquisition solutions to app developers as advertisers to help them discover new users through precise targeting and cost-efficient advertising. We provide monetization solutions to apps as media publishers to help them discover advertising budgets and the suitable types of advertising content for their users. Finally, our mobile analytics solutions help app developers discover new user value. In addition, our monetization solutions allow us to continuously collect and analyze massive amounts of device data, which enables us to provide more customized solutions for our advertisers, improve the monetization efficiency for our publishers and enhance our mobile analytics solutions through our big data and AI capabilities. We charge our advertisers for our user acquisition solutions and pay our publishers traffic acquisition fees for placing ads on their ad inventories. Although we derived substantially all of our revenues from the provision of user acquisition solutions to advertisers during the Track Record Period, our monetization and mobile analytics solutions are also critical to our ecosystem and its continued growth. Although our mobile analytics solutions are still at an early stage of development, we expect them to be increasingly important to our ecosystem.

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Our Mobile Value Discovery Platform

Our mobile value discovery platform provides one-stop solutions to mobile app developers around the world for user acquisition, monetization and mobile analytics. In addition, an increasing number of app developers use both our user acquisition and monetization solutions. For example, 29 of the top 50 PRC apps by number of overseas downloads in 2017 during the three months ended April 30, 2018 used both our user acquisition and monetization solutions through Mintegral SDK integration. Our ad platform serves both advertisers whom we charge for our user acquisition solutions and publishers to whom we pay traffic acquisition fees for placing advertising on their ad inventories. Apps often serve as both our advertisers and publishers at different points in their app life cycle. We offer both programmatic solutions and non-programmatic solutions.

Our programmatic solutions enable our advertisers to make automatic ad inventory purchases and our publishers to automatically sell ad inventories and facilitate the delivery of ads automatically through the use of SDKs and other technology. We offer programmatic solutions primarily through Mintegral, our AI-driven integrated proprietary platform for programmatic mobile advertising and monetization. The demand side platform of Mintegral allows advertisers to purchase programmatic ad inventories offered by publishers through the supply side platform of Mintegral, as well as through third-party ad platforms. The supply side platform of Mintegral allows primarily medium-size media publishers to connect with advertising demand on both our platform and third-party ad platforms. In addition to Mintegral, our programmatic solutions also cover (i) top media offering ad inventory programmatically in their proprietary ad platforms, to which we connect through our internal top media ad campaign management system, and (ii) long-tail media connected to our ad campaign management system programmatically through API.

We categorize mobile media publishers into:

Top media , or major online media publishers such as Facebook and Google, offer ad inventories through their proprietary ad platforms. We connect with top media through (i) our internal top media ad campaign management system programmatically through their API or (ii) purchasing traffic from them through media buy, an approach whereby we purchase ad inventories on behalf of our advertisers through their respective accounts in top media’s proprietary ad platform manually;

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Medium-sized media , or mobile apps without proprietary ad platform. Medium-sized media connects to our Mintegral platform programmatically primarily through (i) our Mintegral SDK, which allows them to offer programmatic ad inventories and deliver ads automatically on their apps, and (ii) to a lesser extent, our API; and
Long-tail media , which we define as (i) ad networks that aggregate small traffic sources and (ii) other small-sized media publishers that directly cooperate with us. Long-tail media are connected to our ad campaign management system programmatically through API or we purchase traffic from long-tail media manually.

We currently offer our mobile analytics solutions through GameAnalytics, our mobile analytics SaaS platform providing comprehensive game data analytical tools for game developers to optimize the complete lifecycle from acquisition, retention to monetization of each player. Although we currently do not charge for our mobile analytics solutions, they may become one of our sources of revenues in the future.

OUR GLOBAL FOOTPRINT

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Our Office Locations

Our business is built around a “Glocal” operating model, through which we aim to provide high-quality, localized service with an extensive global footprint. We serve both PRC and overseas app developers in their local and global expansion. As of December 31, 2017, we had offices in 8 countries, including China, the United States, the United Kingdom, the Netherlands, Demark, Japan, Singapore and India with ad delivery coverage in over 200 countries. Our revenues from advertisers headquartered outside Greater China increased from US$36.2 million in 2015 to US$132.3 million in 2016 and US$172.0 million in 2017, representing 22.9%, 49.4% and 55.1% of our total advertising revenues, respectively, during those periods. We have relatively geographically diverse revenues, with Greater China, Americas, Europe, and Southeast Asia advertisers contributing 44.9%, 19.8%, 6.6% and 9.4% of our total revenues in 2017, respectively. According to the iResearch Report, we were a leading third-party mobile advertising platform in terms of providing user acquisition solutions during the three months ended April 30, 2018 to the top 20 apps by downloads in 2017 in the United States, Japan, South Korea, Singapore, Indonesia and Thailand.

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We are committed to satisfying the diverse needs of advertisers and publishers globally across regions and locales by leveraging the cross-jurisdiction know-how embedded in our “Glocal” operating model. Our local entities in major markets attract local partners and talent and demonstrate our strong long-term commitment to local markets. We have highly integrated teams in local offices consisting of both local employees and employees dispatched from our headquarters in China. Our local talent provides us with a deep understanding of local markets and cultures to provide localized services, while the employees from our headquarters enable the effective implementation of our global strategy.

Our local presence also facilitates our local tax and compliance know-how and capabilities, especially in major economies such as the US, Europe, India and Japan. This know-how facilitates our communication with local tax and other governmental authorities and improves our efficiency in regulatory matters such as governmental filings and approvals. In addition, local bank accounts and international settlement support from local banks are critical for a global company in the current strict banking regulatory environment. We have accounts with banks in Hong Kong, Singapore, the United States, India, Japan, the United Kingdom, Denmark and the Netherlands and benefit from their streamlined international settlement services, which meet our cross-region business needs and ensures the efficiency of transaction flows.

We have strong global-local coordination capabilities and our offices around the world operate as an integrated team through our internal systems. We have a balanced allocation of duties between local and Group-level management. We seek to ensure that our local management has sufficient authority to drive the local business and our Group-level management participates in key decisions and are informed of material changes in local businesses to our implement global strategy. While reporting standards are aligned at the Group level, we allow local entities to use different ERP systems to better fit their local financial reporting and tax compliance requirements. We retain both global and local tax advisors to ensure that we have both a global tax compliance strategy and local tax compliance in major markets. Our overseas human resource business partners bridge human resource matters between our headquarters in China and our local offices. Our overall coordination capabilities enhance the efficiency of our global collaboration, achieve service standardization and strengthen our ability to continue to expand globally.

OUR SOLUTIONS

Mobile User Acquisition Solutions for Advertisers

We provide user acquisition solutions for global app developers when they are our advertisers. Our advertisers primarily include direct advertisers that have a direct contractual relationship with us, and to a lesser extent, advertisers who work with us through advertising agencies. We generally sign a framework advertising agreement with each of our advertisers or its advertising agency and sign an ad campaign insertion order with them under the framework advertising agreement for each campaign. We provide a full package of user acquisition solutions for advertisers, covering advertising on top media, medium-sized media and long-tail media. During the campaign planning stage, we identify the targeted audience, targeted media, and time and duration of campaign after discussion with the advertiser and based on KPIs requested by the advertiser.

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The diagram below sets forth the typical procedures and flow for our user acquisition solutions:

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----- Start of picture text -----

Negotiation Signing of Agreement Campaign Planning
•We discuss with the advertiser •We sign a framework agreement •We plan the campaign and identify
the possiblity of cooperation. with the advertiser. the targeted audience, targeted
media, and time and duration of
campaign after discussion with the
advertiser and based on KPIs
requested by the advertiser.
Data Verification and Payment Campaign Performance Launch of Campaign
•We issue an invoice to the Monitoring and Optimaztion • We sign a campaign insertion
advertiser after verifying •We continuously monitor and order with the advertiser for each
performance data with the analyze KPI metrics and optimize campaign. We initiate campaigns
advertiser and the advertiser pays campaign performance. on appropriate types of media for
us advertising service fees. targeted audience.
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As of December 31, 2017, we provided our mobile user acquisition solutions with ad delivery coverage in over 200 countries. From our inception to December 31, 2017, we had delivered ads to 6.7 billion unique mobile devices cumulatively. We use our big data and AI capabilities to help advertisers achieve their marketing goals with more precise targeting and higher ROI.

We charge fees for our user acquisition solutions for specific advertising campaigns. We typically settle user acquisition solutions fees on a monthly basis. Our user acquisition solutions are priced based various factors, including target location and KPI requirements. We charge fees on the basis of (i) cost per install, or CPI, i.e. based on the number of new installations as result of the ads, (ii) cost per engagement, or CPE, i.e. based on the number of times the mobile device user engages with the ads, (iii) cost per lead, or CPL, i.e. based on the number of new sign-ups from mobile device users, (iv) cost per click, or CPC, i.e. based on the number of clicks of the ad, or (v) cost per mille, or CPM, i.e. based per one thousand impressions of the ad. CPI, CPE, CPL and CPC are typically collectively referred to as cost per action, or CPA, and are important performance based indicators. The majority of our pricing models are performance based.

We measure advertising effectiveness using data provided by an independent third-party mobile measurement platform. We first verify the audience ad interaction data such as the number of impressions, clicks and installations tracked by the third-party platform against our own data and settle any discrepancies. The advertiser provides us with post-installation data through the third-party platform and we use this data to assess whether we have met the advertiser’s key performance metrics. In addition, we can feed such data into our AI models to optimize campaign effectiveness and achieve advertisers’ user acquisition goals.

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Our Advertisers

Our advertisers are typically apps such as games, utility, content, social, e-commerce and lifestyle apps. During the Track Record Period, revenues from game apps increased and revenues from utility apps decreased, which we believe was in line with development trends in the mobile app market. Developers of games, content and social, e-commerce, utility, lifestyle and other types of apps contributed 36.4%, 18.0%, 16.4%, 15.2%, 7.7% and 6.3% of our advertising revenues in 2017, respectively. The diversity of our app base deepens our understanding of trends for each type of app across different regions so that we are proactive in serving them and well positioned to capture new business opportunities. The table below sets forth a breakdown of our total advertising revenues by app types and their respective percentages of our total advertising revenues for the periods indicated.

Games . . . . . . . . . . . . . . . . . Content and social(1) . . . . . . . E-commerce . . . . . . . . . . . . . Utility(2) . . . . . . . . . . . . . . . . Lifestyle(3) . . . . . . . . . . . . . . Other . . . . . . . . . . . . . . . . . . Total . . . . . . . . . . . . . . . . . .		For	For	the Year Ended December 31,	the Year Ended December 31,	the Year Ended December 31,
		2015 US$ % (US$ in 20,522 13.0 12,285 7.8 12,969 8.2 101,484 64.1 3,823 2.4 7,169 4.5 158,253 100.0		2016 2017 US$ % US$ % thousands, except for percentage) 72,085 26.9 113,443 36.4 41,364 15.5 56,319 18.0 37,666 14.1 51,215 16.4 73,019 27.3 47,364 15.2 25,973 9.7 24,085 7.7 17,484 6.5 19,618 6.3 267,592 100.0 312,044 100.0	2017
		US$ 20,522 12,285 12,969 101,484 3,823 7,169 158,253				% 36.4 18.0 16.4 15.2 7.7 6.3 100.0

Notes:

(1) Primarily include apps for social networking, news aggregation and pan-entertaiment.

(2) Primarily include apps for system tools and productivity.

(3) Primarily include apps for travel, health, diet, finance and education.

Ad Formats and Ad Creatives on Our Platform

We have innovated and continue to innovate ad formats and ad creatives to increase their effectiveness for our advertisers. Ad formats are the presentation framework of ads on apps. Ad creative is the specific rendering of ad content.

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Ad Formats

Ads on our platform can be delivered in different formats. Ad formats can be divided into customizable formats and general use formats depending on the level of customization.

Our customizable formats are highly customized and integrated with apps. Customizable formats can be divided into non-native formats and native formats, depending on the level of integration with app content.

Our non-native customizable formats include the following:

App wall , typically shown as a lineup of app offerings and primarily used in utility apps on our platform.
Reward format or reward video , typically shown as a video or other interactive creatives that mobile device users can view or interact with to exchange for in-app rewards, typically delivered in game apps on our platform for virtual items and other resources.

Our native customizable formats are customized and integrated deeply within the context of the app. Native ads are typically used in content, e-commerce, social and utility apps on our platform. Some of these formats can be integrated seamlessly in the information stream of an app or consistent with the components of the app user interface, rather than as independent components of the app user interface, and we categorize such formats as native information stream ads.

Our general use formats can be used in substantially all types of apps on our platform and include the following:

Banners, in the form of a rectangular image on the top or bottom of the screen;
Interstitials , in the form of an image or a video in a pop-up dialog; and
Splash screens , typically shown upon launch of an app as a full-screen image.

Ad Creatives

A variety of ad creatives are available on our platform, including:

Text and image
Video
Interactive , in the form of interactive mini programs, demos or other interactive videos:
Interactive end card , an ending screen after a video that users can interact with;
Playable demo , a small interactive playable demo of a game; and
Panoramic , interactive panoramic mini programs offered in a certain ad format

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Text and Image Ad (in native format)

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Video Ad (in native format)

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Video Ad (in interstitials format)

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Playable Demo (in reward format)

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Panoramic (in native format)

Interactive End Card (in reward format)

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Creative Lab is our dedicated ad design team and consisted of 12 employees as of December 31, 2017. Creative Lab offers ad design and integration support service for advertisers to help them achieve better marketing results. Creative Lab has created various new types of ad creative such as videos combining real player with in-game screen, vertical full-screen videos and interactive end cards featuring panoramic and dynamic content. The delivery of ad creatives with highly customized ad formats requires utilization of our Mintegral SDK, which pre-integrates advanced ad creative rendering technologies.

Medium-sized Media User Acquisition Solutions

Our medium-sized media user acquisition solutions are provided through Mintegral and leverages our strong AI capabilities to help app developers acquire users through a programmatic and automatic process that aims to run effective and high-ROI user acquisition campaigns. Medium-sized publishers on Mintegral include both app developers who integrate our Mintegral SDK and, to a lesser extent, app developers who offer their ad inventories through third-party ad exchanges connected to Mintegral. As of December 31, 2017, over 3,500 apps had integrated our Mintegral SDK cumulatively. In addition, as of the date of this [REDACTED], we had cooperate with 18 ad exchanges. In the four months ended April 30, 2018, 32 of the top 50 PRC apps by number of overseas downloads in 2017 utilized our monetization solutions through integrating our Mintegral SDK during the three months ended April 30, 2018, and with many of them ranking in the first tier in their respective app categories.

Mintegral’s DSP allows us to manage the entire process for a programmatic user acquisition ad campaign for our advertisers. Advertisers can manage campaigns on their own through our one-stop self-service portal to access a web-based campaign management system, or rely on us to manage the entire campaign process. Advertisers can manage their ad creatives and ad style templates through our advertiser self-service portal and define their target user characteristics and other parameters of their campaign.

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Mintegral is currently able to track over 39 tag categories and 700 types of tags for each mobile device user. In addition, our system automatically suggests an optimized ad delivery plan for programmatic advertising. It can analyze the yield and value of different channels to propose a cost-efficient mix for media budget allocation and purchase ad inventories offered by publishers programmatically, which enables advertisers to acquire media resources at optimal costs and satisfy their KPI requirements and business goals. We also allow advertisers to analyze and understand the performance of ad campaigns and ad creatives to optimize ROI.

Long-tail Media User Acquisition Solutions

We provide long-tail user acquisition solutions to help advertisers implement long-tail media user acquisition campaigns. Advertisers purchase long-tail media ad inventories programmatically through our API or non-programmatically, such as directly emailing their ad creatives and tracking links to the publisher and the publisher manually uploading such ad creatives to available ad inventory. According to the iResearch Report, despite the prevalence of top and medium-sized media, a significant number of long-tail media still exist in the current mobile advertising industry. Therefore, advertising campaigns on long-tail media are essential to supplement top media and medium-sized media campaigns and achieve better overall marketing results.

We cover long-tail media across a broad geographic reach that provide diverse traffic for ad delivery. We have accumulated extensive operating experience in managing long-tail media campaigns. We currently have an experienced long-tail media management team of 40 employees who specialize in managing and coordinating long-tail media channels and a campaign management team of 50 employees who specialize in campaign planning, operation and optimization. With the help of our team, advertisers can implement campaigns across multiple long-tail media and achieve efficient budget planning, ROI optimization and ad delivery channel optimization. We also compile campaign reports for advertisers to evaluate the effectiveness of their long-tail media campaigns.

Monetization Solutions for Publishers

We provide monetization solutions for (i) app developers who provide programmatic ad inventories through our Mintegral platform and (ii) app developers and other long-tail media who provide ad inventories programmatically through API or manually. We pay publishers fees for ad inventories that we purchase on behalf of our advertisers to (i) secure ad inventories and direct media traffic in our ecosystem for our advertisers, and (ii) collect mobile end device data to improve the accuracy of our ad delivery. These benefits allow us to serve our advertisers better and receive a greater share of their advertising budgets, which in turn improves monetization revenues for publishers and the overall network effect of our advertising ecosystem.

Medium-sized Media Monetization Solution

Our Mintegral platform allows app developers to monetize their user bases through programmatic offering of their ad inventories. Mintegral allows publishers to connect with advertising demand on both our own ad network and third-party ad exchanges. With our Mintegral SDK integrated in their apps, programmatic publishers can offer their ad inventories in various formats. Our Mintegral SDK is offered in a variety of versions for different platforms and environments, including the Android and iOS operating systems, in HTML5 and JavaScript languages and for popular mobile game engines. It also offers

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diverse interactive ad creative and native ad formats for ad delivery. In addition, powered by AI algorithms, our eCPM-oriented system automatically delivers suitable ad creatives in appropriate formats to targeted mobile device users and tracks their interaction with the ads. By using the data reporting function, our publishers can analyze and understand mobile device users’ interaction with the ads in their apps, and track and monitor monetization metrics such as eCPM. Our Mintegral SDK had average DAUs of over 240.0 million in 2017.

The diagram below sets forth the typical procedures and flow for our monetization solutions for medium-sized media publishers that integrate our Mintegral SDK.

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Negotiation
•We discuss with the
developer the possibility
of cooperation.
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Signing of Agreement
•We sign framework
agreement with the
developer.
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----- Start of picture text -----

Mintegral Account
Registration
•We assign a Mintegral
system account to the
developer.
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----- Start of picture text -----

App Update
•The developer releases
updates of the app with
SDK integration after
testing has been passed.
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----- Start of picture text -----

Testing
•We test the app with the
developer to confirm
whether SDK integration is
successful.
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----- Start of picture text -----

SDK Integration by
Developer
•The developer integrates
Mintegral SDK into the app
codes and customizes in-app
ad space with our support.
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----- Start of picture text -----

Monetization
Optimaztion
•We continuously monitor,
analyze and optimze
monetization for the app.
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Payment Request
•The developer requests
payment of advertising
revenues.
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----- Start of picture text -----

Data Verification and
Payment
•We pay the developer
traffic acquistion cost after
verifying ad delivery
performance data
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Long-tail Media Monetization Solution

We provide monetization solutions for long-tail media, who are typically ad networks that aggregate small traffic sources and other small-sized media publishers that directly cooperate with us. Our platform helps long-tail media acquire ad offers from our extensive advertiser base and achieve efficient monetization. Payment of traffic acquisition fees are typically made through the ad network to publishers. We typically track ad interaction on long-tail media through tracking links, which are unique web links that are created specifically for each campaign activity. Our service portal for long-tail media also allows publishers to monitor and analyze their advertising operating metrics.

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The diagram below sets forth the typical procedures and flow for our monetization solutions for long-tail media.

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----- Start of picture text -----

Negotiation
•We discuss with the ad
networks or small-sized
developers on the
possibility cooperation.
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----- Start of picture text -----

Data Verification and
Payment
•We pay traffic acquistion
cost after verifying ad
delivery performance data.
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----- Start of picture text -----

Signing of Agreement
•We sign framework
agreements with the ad
networks or small-sized
developers.
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----- Start of picture text -----

Delivery Monitoring
and Tracking
•We provide monetization
performance tracking and
report to long-tail media.
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----- Start of picture text -----

Ad Delivery
Arrangement
•We grant the publisher
access to our monetization
system.
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Mobile Analytics SaaS Platform

GameAnalytics is our mobile analytics SaaS platform that provides comprehensive game data analytical tools for game developers to optimize the complete life cycle of games from acquisition, retention to monetization of each player. GameAnalytics was launched in 2011 and acquired by us in 2016. GameAnalytics meets the demands for specialized game mobile analytics solutions from game developers, especially the increasing number of medium-sized and small-sized developers who do not have the ability to develop their own analytic tools. As of December 31, 2017, over 16,000 game developers in over 130 countries used GameAnalytics to track game player data in their games by integrating the GameAnalytics SDKs cumulatively covering more than 38,000 games cumulatively. GameAnalytics SDK average DAUs reached over 53.0 million in the fourth quarter of 2017. GameAnalytics constitutes an essential part of our ecosystem, providing game developers with a complete and unified platform to acquire, analyze, retain, and monetize game players in real time to maximize ROI across the entire solution stack together with our advertising and monetization solutions. GameAnalytics also contributes to our mobile advertising ecosystem by expanding our publisher and advertiser base, and contributing game data to our database to segment player audiences for more relevant and effective advertising subject to the privacy requirements of each jurisdiction in which we operate. We currently do not charge game developers for our solutions on GameAnalytics.

The key features of our GameAnalytics platform are set out below:

Lightweight SDK with Cross-platform Support . We currently provide lightweight SDKs for integration with 19 major game engines and platforms, including SDKs for the Android and iOS operating systems, and popular game engines. Game developers can sign up, integrate, and use GameAnalytics solutions without any direct support from our team. We maintain detailed technical documentation for SDK integration and a library of e-book resources on topics such as game mobile analytics and monetization for developers’ reference. We also provide customer support for technical issues.
Flexible Metrics Monitoring and Event Tracking. By integrating the GameAnalytics SDK, game developers can monitor and analyze various aspects of game player data, such as acquisition, engagement and monetization through the web-based customizable GameAnalytics dashboard. Developers can monitor and analyze more than 30 core metrics through GameAnalytics, including new users, DAU, ARPDAU, ARPPU, user retention, conversion rate, and average session length. The GameAnalytics user interface is easy to navigate and can deliver more than 35 types of pre-built reports in the dashboard that game developers can access. In addition, developers can track customizable events in their games such as the gain or loss of the player’s game resources,

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the player’s purchase behavior, the player’s progression in the game, the player’s interaction with the game’s user interface, or certain error events. A part of these reports are also available in the GameAnalytics mobile app. Game developers also have the option to export their game data, or to query metrics programmatically via a reporting API.

Benchmarking and Real-time Analysis . The benchmark reports on GameAnalytics allow game developers to compare their game’s performance to that of all the other games in the GameAnalytics’ network, giving them an understanding of the markets on which their game is represented and its performance. GameAnalytics also features real-time data analysis where game developers can monitor the most essential user and error metrics based on the data for the past 24 hours and core metrics based on the data aggregated no later than five minutes ago unless there are processing delays.
Integration with Attribution Platforms. With acquisition attribution, game developers can track the performance of their marketing efforts across different sources. Attribution matches users to developers’ advertising campaigns and helps them understand user engagement and monetization. We partner with four different attribution services that send GameAnalytics attribution information. GameAnalytics matches the attributed user to users seen through the GameAnalytics SDK.

Legacy Game Publishing Business

Historically, we published and operated third-party developed and licensed games overseas by ourselves or through cooperation with local publishers. Revenues generated from game publishing was primarily derived from sales of in-game virtual items. For the years ended December 31, 2015, 2016 and 2017, our revenues generated from game publishing accounted for 5.4%, 5.8% and 0.3% of our total revenues, respectively. We expect our legacy game publishing revenues to further decrease as we have strategically focused solely on mobile advertising solutions since the fourth quarter of 2016.

Big Data and AI Capabilities

Our mobile value discovery platform is supported by our strong big data and AI capabilities. Our big data AI platform is designed to serve as a central platform to provide fundamental data services, computing service, and intelligent decision service.

Data Sources

Our massive data warehouse consists of information collected from publishers, advertisers and GameAnalytics, our SaaS mobile analytics platform for game developers. The data that we collect are device-specific and we distinguish mobile devices by device IDs. We do not collect or store personal data that can identify a real person, such as user’s legal name and personal ID number. The specific types of data that we collect include the following:

Proprietary data . Depending on availability, our system collects data that are directly related to ad deliveries and requests, including (i) the IP address of the user’s device; (ii) data related to the user’s interaction with the ad, such as the user’s click or download events and the time of such interaction; (iii) data related to the ad creative and ad format information, such as whether the ad is picture, video or interactive, the ad format, size and resolution; (iv) in the case of apps with Mintegral SDK integration, publisher-related data such as the name, type and developer of the publisher’s app and impression data; and (v) in the case of apps with Mintegral SDK integration, specific information about the mobile device such as mobile network status, network operator, operating system, device model, screen resolution, memory and battery status. Mintegral SDK integration, therefore enables our system to collect additional dimensions of meaningful data than is available through other means of cooperation with publishers, based on which we may also adjust the types and formats of ad creatives and achieve more precise targeting.

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In addition to data directly related to ad deliveries and requests, our proprietary data also includes data from GameAnalytics. Data that we collect from GameAnalytics are typically with respect to key post-installation actions of game players. GameAnalytics allows developers to track customizable events in their games through SDK integration such as the gain or loss of the player’s game resources, the player’s purchase behavior, the player’s progression in the game, the player’s interaction with the game’s user interface, or certain error events. These types of data also constitute data input into our system, based on which we can identify game players that have tendencies to view ads for better ad targeting and delivery.

Third-party data collected from advertisers and publishers. We also collect additional data that are voluntarily provided by advertisers and publishers directly related to ad deliveries and requests, including (i) in the case of advertisers, additional in-app key events of users after installation, such as registrations, creation of game profile, place of orders, account refilling and in-app purchase; and (ii) in the case of publishers, additional demographic and interest tags along with ad exchange or top media ad requests and additional in-app key events.

Features of Our Big Data and AI Technologies

Our big data and AI technologies serve as the foundation of our mobile advertising solutions. The features of our big data and AI technologies include:

One-stop big scale distributable architecture . Our system can provide one-stop big data and AI service backend services for all parts of our advertising platform. Our system is supported by our optimized architecture and stream computation capabilities and can currently process billions of features continuously and update new AI algorithm models in seconds. The responsiveness of our system is critical for us to deliver ads efficiently and accurately and succeed in the mobile advertising industry.
Application of advanced machine learning algorithms . Our experienced algorithm engineers are essential to design effective algorithms for our AI model to evolve efficiently and generate more accurately by analyzing and understanding the non-linear relationship among different features. We have applied multiple mainstream machine learning algorithms such as logistic regression, gradient boosting decision tree and field-aware factorization machine to achieve efficient modeling. In addition, we have also applied deep learning algorithms such as deep neural network and convolutional neural network.
Full-cycle machine learning system. Our system covers the complete cycle of machine learning, including data preparation, model deployment, model training, parameter optimization and online testing, which makes testing traceable and repeatable and improves the efficiency of algorithm optimization.

Applications in Mobile Advertising and Mobile Analytics

Campaign planning and prediction . Before the launch of a campaign, our system generates targeting conditions such as targeted geographic, gender or interest tags through an analysis of accumulated data on device, ads, ad space and other ad context information. Our system groups different types of targeted audiences, allocates ad creatives to audience groups and predicts the click-through rate (CTR) or conversion rate (CVR) of the campaign.
Campaign strategy optimization . During a campaign, our online real-time model service module feeds real-time user behavior data into our feature engineering module. Through a combination of machine learning algorithms, our system can continually analyze billions of changing features and implement new model updates every few seconds to improve the precision of CTR and CVR prediction in different audience groups for different types of ad creatives. Our system adjusts the ad delivery based on real-time CTR and CVR predictions by pausing or restarting the campaign, increasing or decreasing budget and expanding look-alike audience coverage.

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Predictive audiences. As GameAnalytics has strong visibility and understanding of player behavior in games, we are working to develop an internal data science toolkit that we can leverage to give game developers and studios access to easy-to-use, pre-built predictive insights, which they can use directly from GameAnalytics without having to build internal data warehouses or to hire an expensive data team. We intend to use internal predictive modelling to identify players of a game who are likely to spend in game and target these players to increase their lifetime value for more effective advertising campaigns for user acquisition customers.

OUR TECHNOLOGY AND IT INFRASTRUCTURE

We believe our technology and IT infrastructure are a competitive advantage and an important reason that app developers utilize our platform. The key features of our technology and IT infrastructure include:

Efficient IT infrastructure . Our highly scalable and reliable IT infrastructure supports and optimizes our operations. Our system is built on a microservice, serverless and auto-scaling architecture, which is both highly scalable and reliable. Our IT infrastructure is able to cover more than 200 countries with up to 25 million ad delivery requests per minute with an average response time of approximately 25 milliseconds.

We use a microservice architecture whereby each part of our business, such as our Mintegral supply and demand platforms, and our long-tail media solutions, is operated by independent, auto-scaling and standardized service modules. This architecture enables us to react quickly to new business needs by adding new service modules. We can also fine-tune each service module and integrate common functions into separate modules to keep our architecture concise, which enhances the efficiency and flexibility of our system and reduces our maintenance costs.

In addition, we utilize an all-in-cloud architecture whereby we work with Amazon Web Services as our cloud computing service provider. We have auto-scaling features that enable us to dynamically manage our server costs in line with shifting traffic.

Lightweight, stable and compatible multi-environment SDKs . Our Mintegral and GameAnalytics SDKs are lightweight and easy for developers to integrate into apps with minimal package size increase. For example, the size of the Mintegral SDK is only a few kilobytes for Android apps. Mintegral and GameAnalytics SDKs are highly stable, compatible, have extremely low crash frequency and minimal memory, network and battery usage. For examples, the various versions of Mintegral SDKs have a crash frequency of less than 0.027%. Our Mintegral and GameAnalytics SDKs are offered in different versions and support not only Android and iOS, but also popular games engines for direct integration in game development environment. We provide developers with extensive documentation and technical references and have a technical support team for our SDKs.
Anti-fraud mechanism . To counter fraud, our team developed an anti-fraud system built on machine learning and big data technology to makes sure ads are served by real publishers, shown to real people and are reaching the right target mobile device users. Our system detects ad fraud through an analysis of the mobile device user’s behavioral, network, browser and device information, including ad delivery channel, inventory source, temporal and historical browsing patterns, geographical distribution and page interaction, to filter out false impressions such as those generated by illegal bot activity or fraudulent web address. Our team closely tracks the evolving fraud mechanisms in the industry and improves our system to identify ad fraud.
Data security and stability . Our internal network is configured with multiple layers of security to isolate our databases from unauthorized access and we use sophisticated security protocols for internal and external communication and transmission of the encrypted user information. We utilize firewalls to prevent unauthorized access to our system. We have multiple layers of redundancy to ensure the reliability of our network. Our systems infrastructure is hosted in co-located redundant data centers at multiple locations in China and overseas. We implement a

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24/7 on-call policy to enable us to react quickly to technical issues. We also maintain an automatic monitoring system which is able to monitor key indicators in our business operations and IT system and triggers an alert when any indicator exceeds its safe threshold, allowing us to quickly respond to unexpected incidents.

DATA PROTECTION AND PRIVACY

We have implemented policies to comply with relevant laws and regulations on data protection and privacy in our business operations and we seek to ensure the data that we collect are not misappropriated or misused. We collect device-specific data such as device ID and IP address, but we do not collect or store personal data such as the user’s legal name or personal ID number. As such, our ad targeting is technically device-based and is not associated with the real person who is the actual user of such device.

We have implemented specific measures to comply with GDPR. We have retained external counsel for our GDPR compliance matters. We have asked the external counsel to prepare a data flow report, identify applicable entities within our Group and prepare GDPR guidance for each of the applicable entities. The major GDPR compliance measures that we have adopted include: (i) the strengthening of our data protection and security for personal data collection, process and storage, including our data monitoring system, firewall, data encryption technology, system login protection, digital access authentication, data backup and other automatic software protection measures; (ii) the implementation of our internal GDPR data privacy policy, data breach response plan, data retention policy, data subject rights’ guideline and the delivery of data protection notice to our employees in the EU on their data privacy rights under GDPR; (iii) the compilation of our data processing record to comply with the written record requirement for data processing activities under GDPR; (iv) the completion of the legitimate interest assessment to establish our legitimate basis for data collection and processing under GDPR; (v) the entry into of international transfer intra-group model contracts between our EU entities and non-EU entities to enable the transmission of personal data collected in the EU to non-EU countries to comply with the GDPR and our Dutch subsidiary has signed data protection representative agreement as the data protection representative for our non-EU entities; (vi) the appointment of a data protection officer to supervise GDPR compliance matters within our Group; (vii) the updating of our user privacy policy and transmission of newsletters to users regarding such policy update in response to GDPR; and (viii) the updating of our form service agreement to include GDPR compliance clauses. We have required our existing advertisers, publishers and data service providers to sign additional agreements to comply with GDPR.

RESEARCH AND DEVELOPMENT

As of December 31, 2017, we had a research and development team of 264 full-time employees, constituting over 44.6% of our employees. In 2015, 2016 and 2017, we incurred research and development expenses of US$2.3 million, US$7.4 million and US$18.9 million, respectively. We maintain a task management and team collaboration system that streamlines the work flows of the entire development process. We implement effective code review and version control procedures and documentation procedures to achieve higher development efficiency and maintain our high quality code repository. We also maintain an effective log management system for our engineers to conduct log analysis and solve technical issues.

Our technology team is led by two vice-presidents for technology, Mr. WU Feng and Mr. CAI Chao. Mr. Wu served at Baidu in its research and development department and at AutoNavi, a leading web mapping, navigation and location-based services provider. Mr. Cai served as architect at Amazon China and HP China. Mr. Cai is also a certified expert by Sun, IBM and Microsoft, and has 15 years of software development experience. Most of our research and development team have prior experience at leading Internet and technology companies.

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Our development process is continually driven by innovation from our research and development team and demands from app developers. We encourage our employees to maintain close communications with our customers to understand their needs, and provide our development teams with autonomy and freedom to explore new concepts in development. We implement the agile development approach, which is an iterative, incremental method of managing the design of our products with an aim to provide new solutions in a highly flexible and interactive manner. After completing the project initiation and development stage, we conduct internal tests to resolve any major technological issues and bugs that may exist in the test version. After launch, we continually monitor and analyze system performance and continue to optimize our system’s functions and performance.

INTELLECTUAL PROPERTY

Intellectual property rights are fundamental to our business, and we devote significant time and resources to their development and protection. We protect our intellectual property rights through a combination of copyright, trademark and other intellectual property laws, as well as confidentiality and license agreements with our employees, suppliers, partners and others. In general, our employees must enter into a standard employment contract which includes a clause acknowledging that all inventions, trade secrets, developments and other processes generated by them on our behalf are our property, and assigning to us any ownership rights that they may claim in those works. Despite our precautions, however, third parties may obtain and use intellectual property that we own or license without our consent. During the Track Record Period, we did not find any of such breaches of our intellectual property rights. However, unauthorized use of our intellectual property by third parties and the expenses incurred in protecting our intellectual property rights from such unauthorized use may adversely affect our business and results of operations. See “Risk Factors—Risks Relating to Our Business and Industries—We may not be able to prevent others from making unauthorized use of our intellectual property” in this [REDACTED].

As of December 31, 2017, we owned 26 registered domain names which we believe are material to our business. We generally renew our domain name registrations once every year and applications for their renewal are usually approximately made within 12 months prior to their expiration. Under normal circumstances, the domain name registrations take effect immediately after the payment of renewal fees. As of December 31, 2017, all of our registered domain names were in effect. If any of our domain name registrations cannot be renewed for any reason, the domain name registrar may deregister the relevant domain name.

As of December 31, 2017, we held eight software copyrights with the State Copyright Bureau of China. As of December 31, 2017, we owned three trademarks in various categories and registered with the China Trademark Office. We have also registered trademarks in jurisdictions including Hong Kong, Taiwan, Japan, Singapore, India, Korea and European Union and the United States.

We did not experience any material disputes or any other pending legal proceedings of intellectual property rights with third parties during the Track Record Period and up to the Latest Practicable Date.

SEASONALITY

In the mobile advertising industry, companies commonly experience seasonal fluctuations in revenues. For example, many advertisers allocate the largest portion of their budgets in holiday seasons in order to coincide with increased holiday purchasing. We expect our revenues to continue to fluctuate based on seasonal factors that affect the mobile advertising industry as a whole.

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COMPETITION

We expect competition in the mobile advertising industry to intensify. Our direct competitors are other third-party mobile advertising platforms like us. We also compete with major mobile media that offer their ad inventories to advertisers directly on their own platforms. In addition, we compete for advertisers’ overall marketing spending with direct marketing, print advertising companies and traditional media such as television, radio and cable companies. We also compete with other mobile analytics solution providers that provide mobile analytics solutions for app developers.

We believe that we are differentiated from our competitors in the following areas:

we are a third-party mobile value discovery platform providing one-stop solutions for user acquisition, monetization and mobile analytics solutions and we serve both advertisers and publishers so that we can leverage both the user acquisition and monetization demands in our ecosystem;
we are an independent platform purely providing solutions without conflicts of interest in distributing media resources;
we do not compete as an app developer with our publishers, so app developers are comfortable in sharing operating metrics with us;
we have extensive global footprint and strong local service capabilities;
we have robust big data and outstanding AI capabilities supported by strong IT infrastructure to ensure optimization of campaign performance and monetization performance; and
we have a sizable and diverse advertiser base and high quality multi-tier media coverage.

SALES AND MARKETING

As of December 31, 2017, we had a team consisting of 37 sales, business development and marketing employees. Our marketing efforts are focused on increasing awareness for our brand. We seek to accomplish such objective by presenting at industry conferences, hosting client conferences, publishing research articles, attending public relations activities and increasing social media presence. For the years ended December 31, 2015, 2016 and 2017, our selling and marketing expenses amounted to US$1.4 million, US$4.5 million and US$6.4 million, respectively.

TOP CUSTOMERS AND SUPPLIERS

Top Customers

Our customers primarily are advertisers who use our mobile user acquisition solutions. Our top five customers accounted for 18.3% and 19.2% of our revenues for each of the years ended December 31, 2016 and 2017, respectively. Our top five customers accounted for 52.5% of our revenues for the year ended December 31, 2015. Our largest customer accounted for 22.2% of our revenues for the year ended December 31, 2015. Our top five customers for the year ended December 31, 2015 consisted of major Internet companies and other app developers based in China. The form of agreements with our top advertisers does not differ significantly from the the form of agreements with our other advertisers. We generally sign a framework advertising agreement with our advertisers and sign an ad campaign insertion order under the framework advertising agreement with them for each campaign, which typically lasts a few months. We plan, manage and optimize ad campaigns on targeted media based on the KPIs and other requirements determined by the advertisers. Our user acquisition solutions are priced based on target location, KPI requirements and pricing model. The majority of our pricing models are performance based. We issue invoice to advertisers after verifying performance data with the advertiser and the advertiser pays us advertising fees. The framework agreement may generally be terminated by one party’s prior notice to the other party.

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During the Track Record Period, none of our Directors, their close associates or any shareholders of our Company (who or which to the knowledge of the Directors owned more than 5% of our Company’s issued share capital) had any interest in any of our top five customers.

Top Suppliers

Our suppliers primarily include publishers who supply ad inventories and network and IT service providers. Our top five suppliers accounted for 14.7%, 14.1% and 18.9% of our total costs of sales for each of the years ended December 31, 2015, 2016 and 2017, respectively. We generally sign a framework agreement with our publisher who supply ad inventories. Traffic acquisition is made based on the needs in specific ad campaigns that we conduct for our advertisers and payment is made after we verify that relevant ad delivery performance requirements have been met. The framework agreement generally may be terminated by one party by giving prior notice to the other party.

Overlapping of Customers and Suppliers

We provide both mobile user acquisition solutions and monetization solutions to app developers. Therefore, some of our customers who use our mobile user acquisition solutions are also our suppliers who supply ad inventories, or vice-versa. Negotiations of the terms of our sales to and purchases from these companies were conducted on an individual basis and the sales and purchases were neither inter-connected or inter-conditional with each other. Our Directors confirmed that all of our sales to and purchases from these companies were conducted in the ordinary course of business under normal commercial terms and on arm’s length basis. The following table sets out the revenues and costs related to our top five customers and top five suppliers in each year during the Track Record Period.

Top five customers Revenues from top five customers . . . . . . . . . . . . . . . . . As a percentage of our total revenues . . . . . . . . . . . . . . . Costs paid to top five customers. . . . . . . . . . . . . . . . . . . As a percentage of our total costs of sales. . . . . . . . . . . . Top five suppliers Costs paid to our five suppliers . . . . . . . . . . . . . . . . . . . As a percentage of our total costs of sales. . . . . . . . . . . . Revenues from our five suppliers . . . . . . . . . . . . . . . . . . As a percentage of our total revenues . . . . . . . . . . . . . . .	For the	Year Ended December 31,	Year Ended December 31,
	2015 2016 2017 (US$ in millions, except for percentage) 87.8 52.0 60.2 52.5% 18.3% 19.2% 3.8 14.0 10.3 2.6% 6.6% 4.5% 21.2 30.2 43.4 14.7% 14.1% 18.9% 16.4 14.4 12.7 9.8% 5.1% 4.1%		2017

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EMPLOYEES

As of December 31, 2017, we had 12 offices worldwide with a total of 592 full-time employees, 354 of whom were based in Guangzhou, 164 of whom were based in in Beijing, with the rest based in Hong Kong, Japan, Singapore, India, Denmark, the Netherlands, the United Kingdom and the United States. The table below sets forth our employees by functions as of December 31, 2017:

Function Operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Research and development . . . . . . . . . . . . . . . . . . . . . . . Sales, business development and marketing . . . . . . . . . . . Management, finance and administration . . . . . . . . . . . . . Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	Number of Employees 188 264 37 103 592		% of Total
			31.8 44.6 6.3 17.4 100.0

We believe that maintaining a stable and motivated employee force is critical to the success of our business. As a fast growing company, we can provide our employees with ample career development choices and opportunities of advancement. We organize various training programs on a regular basis for our employees to enhance their knowledge, to improve time management skills and communications skills, and to strengthen their teamwork spirit. We also provide various incentives to better motivate our employees. We primarily recruit our employees through job fairs, employee referrals, industry referrals and online channels including our corporate website and social networking platforms. We undertake a strict interview process for recruitment purposes. We provide internal operational, technological and other training to our employees regularly.

As required by PRC laws and regulations, we have made contributions to the various mandatory social security funds, including funds for basic pension insurance, unemployment insurance, basic medical insurance, occupational injury insurance and maternity leave insurance, and to mandatory housing accumulation funds, for or on behalf of our employees. We consider our relations with our employees to be good. During the Track Record Period and up to the Latest Practicable Date, we had not experienced any strikes or labor disputes that had any material adverse effect to our operations. During the Track Record Period and up to the Latest Practicable Date, we had not used any third party labor dispatch service provider and all our employees were directly employed by us and were not subject to any collective bargaining agreement.

INSURANCE

We do not maintain any business interruption insurance or product liability insurance, which are not mandatory under PRC laws. We do not maintain keyman life insurance, insurance policies covering damages to our network infrastructures or information technology systems or any insurance policies for our properties. We have purchased directors’ and officers’ liability insurance.

During the Track Record Period, we did not make any material insurance claims in relation to our business. See “Risk Factors—Risks Relating to Our Business and Industry —We have not purchased any insurance to cover our main assets, properties and business and our limited insurance coverage could expose us to significant costs and business disruption” in this [REDACTED].

PROPERTY

As of the Latest Practicable Date, we leased 16 properties in the PRC, Hong Kong, Japan, Korea, Singapore, Indonesia, India, Denmark, the United Kingdom and the United States with an aggregate gross

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floor area of approximately 2,500 square meters. Our leased properties are primarily used as premises for our offices. The relevant lease agreements have lease expiration dates ranging from 2018 to 2022, some with renewal options. We are in the process of renewing the lease agreements that are due to expire in 2018. These properties are used for non-property activities as defined under Rule 5.01(2) of the [REDACTED].

As of the Latest Practicable Date, lessors of two of our leased properties in the PRC have not provided us with valid title certificates or relevant authorization documents evidencing its rights to lease the properties to us. As of the Latest Practicable Date, we are not aware of any incidents that have arisen due to the safety conditions of these properties and we are not aware that the relevant title certificates were not obtained due to the safety conditions of these properties.

According to PRC laws and regulations, in situations where a lessor lacks evidence of the title or the right to lease, the relevant lease agreement may not be valid or enforceable, and we may face challenges from third parties regarding our leasehold rights. See “Risk Factors—Risks Relating to Our Business and Industry—Certain of our leased property interests may be defective and could result in claims, monetary penalties, increased cost of operation or otherwise harm on our business” in this [REDACTED]. Our Directors confirm that in the event that we are unable to enforce these leases and are required to relocate due to the defective titles of the leased properties or the invalidity of the lease agreements, we will be able to find substituted premises nearby. Our Directors are of the view that the defective titles will not individually or collectively have a material adverse impact on our business or financial condition because (i) as advised by our PRC Legal Advisor, we have the right to sue against each of the relevant lessor under the lease agreements to compensate us for losses incurred from such defective titles in accordance with the PRC Contract Law; (ii) we were not subject to any action, claim or investigation being conducted or threatened by any third parties or the competent government authorities with respect to the defects in our leased properties as of the Latest Practicable Date; (iii) we believe we can relocate in a timely manner at minimum expense given that these premises are primarily used for offices and not crucial to our core business.

Pursuant to the applicable PRC laws and regulations, property lease agreements shall be filed with the relevant local branches of the PRC Ministry of Housing and Urban Development. As of the Latest Practicable Date, we had not completed filing for the four properties we leased in the PRC, primarily due to the difficulty of procuring the relevant landlords’ cooperation to register such leases. Our PRC Legal Advisor has advised us that the lack of registration for the lease agreements will not affect the validity of such lease agreements under PRC law, however a maximum penalty of RMB10,000 may be imposed on each of the lessor and the tenant for each incident of non-compliance of lease registration requirement. The estimated aggregate maximum penalty is RMB40,000 with respect to the unregistered leases of properties leased by our Group. We are in the process of further liaising with the relevant landlords and will take all practicable and reasonable steps to ensure that the unregistered leases are registered.

According to section 6(2) of the Companies (Exemption of Companies and Prospectuses from Compliance with Provisions) Notice (Chapter 32L), this [REDACTED] is exempted from compliance with the requirements of section 342(1)(b) of the Companies (Winding Up and Miscellaneous Provisions) Ordinance in relation to paragraph 34(2) of the Third Schedule to the Companies (Winding Up and Miscellaneous Provisions) Ordinance which require a valuation report with respect to all of our Group’s interests in land or buildings, for the reason that, as of December 31, 2017, none of the properties held or leased by us had a carrying amount of 15% or more of our combined total assets.

OCCUPATIONAL HEALTH, WORK SAFETY AND ENVIRONMENTAL PROTECTION

We base our health and safety rules in our employee manual on government regulations and require all employees to follow these rules. During the Track Record Period and up to the Latest Practicable Date, there had not been any material incident concerning occupational health or safety, and we had not been subject to any fines or other penalties due to non-compliance with health, safety or environmental regulations.

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LEGAL PROCEEDINGS AND COMPLIANCE

During the Track Record Period and up to the Latest Practicable Date, we had not been involved in any actual or pending legal, arbitration or administrative proceedings, including any bankruptcy or receivership proceedings, that we believe would have a material adverse effect on our business, results of operations, financial condition or reputation. Our Directors are not involved in any actual or threatened claims or litigations. There are no material legal, arbitral or administrative proceedings before any court current or pending against, or involving the properties, or the businesses of our Company, which any of the properties or members of our Company is subject during the Track Record Period and the subsequent period up to the Latest Practicable Date. However, we may from time to time become a party to various legal, arbitration or administrative proceedings arising in the ordinary course of business.

During the Track Record Period, we also did not have any non-compliance with the laws or regulations which, in the opinion of our management, is likely to have a material adverse effect on our business, financial condition or results of operations. We understand from our legal advisors that we have complied with all relevant laws and regulations in all material respects during the Track Record Period and the subsequent period up to the Latest Practicable Date.

RISK MANAGEMENT AND INTERNAL CONTROL

We have devoted ourselves to establishing and maintaining risk management and internal control systems consisting of policies, procedures and risk management methods that we consider to be appropriate for our business operations, and we are dedicated to continuously improving these systems.

We have adopted and implemented comprehensive risk management policies in various aspects of our business operations such as financial reporting, information system and human resources.

Risk Management

We are dedicated to the establishment and maintenance of a robust internal control system. We have adopted and implemented risk management policies and corporate governance measures in various aspects of our business operations such as financial reporting, information risk management, legal compliance and intellectual property rights management and human resources management.

Financial Reporting Risk Management

We have adopted comprehensive accounting policies in connection with our financial reporting risk management. We provide ongoing training to our finance staff to ensure that these policies are well-observed and effectively implemented. As of December 31, 2017, our finance team consisted of 26 employees, and was headed by our chief financial officer, who has extensive experience in public company financial reporting. Other senior members of our finance department are all experienced in finance and accounting.

Information Risk Management

We have adopted measures to protect data accumulated on our platform and prevent technical issues in our network infrastructure and information technology system. Our engineering department is responsible for protecting data and ensuring the stability of our network infrastructure and information technology system. As of December 31, 2017, our technology team consisted of 264 employees. Our technology team is currently led by two vice-presidents for technology, Mr. WU Feng and Mr. CAI Chao who have extensive experience in information technology industry. We use various information management systems in our operations. To ensure information security, employee access to internal information is restricted and employees are not allowed to access certain internal information without authorization. We have adopted internal policies to ensure that authorization is tailored to employee seniority and department function so that certain information can only be obtained on an as-needed basis. We have adopted various policies on database operation to prevent information leakage and loss of data. We also keep records of all database operations and non-routine

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database operations are not permitted unless such operations are necessary. We also use monitoring systems to monitor the data operating status of the server and alert relevant departments to abnormal situation. In addition, our daily maintenance, fire protection measures, access control system and other measures help maintain the physical condition of our network infrastructure. We also have a data back-up system through which our data are stored on servers of different locations to reduce the risk of data loss. Our engineering department conducts backup recovery tests regularly to examine the status of this back-up system. Further, our key full-time employees are required to sign confidentiality and non-compete agreements, pursuant to which they undertake to keep confidential data and operational, financial and product information of the Company that they obtain by virtue of their employment with our Company.

Operational Risk Management

Compliance with applicable laws and regulations, especially laws and regulations governing the Internet advertising industry, and protection of our intellectual property rights are major focus areas of our operational risk management. We have a dedicated legal team that is responsible for monitoring any changes in applicable laws and regulations and ensuring the ongoing compliance of our operations with applicable laws and regulations. Our legal team also works with our external legal counsel to ensure that we have obtained and maintain all the necessary permits and licenses required for our operations. In situations where the relevant laws and regulations are not clear as to what action should or should not be taken, we take the conservative approach to avoid any potential compliance issues.

Human Resource Risk Management

We have established internal control policies covering various aspects of human resource management such as recruitment, training, work ethics and legal compliance. We adopt high standards in recruitment with strict procedures to ensure the quality of new hires. We provide specialized trainings tailored to the needs of our employees in different departments. Our employee handbook contains guidelines regarding best commercial practice, work ethics and prevention of fraud, negligence and corruption. We have also made available an anonymous reporting channel through which potential violations of our internal policies or illegal acts at all levels of our Group can be timely reported to management and appropriate measures can be taken to minimize damage.

Corporate Governance Measures

We have established an Audit and Risk Management Committee on our Board, the primary duties of which are to assist our Board by providing an independent view of the effectiveness of the financial reporting process, internal control and risk management systems of our Group, overseeing the audit process and performing other duties and responsibilities as assigned by our Board. The Audit and Risk Management Committee consists of three independent non-executive Directors and its chairman has appropriate professional qualifications.

Ongoing Measures to Monitor the Implementation of Risk Management Policies

Our Audit and Risk Management Committee and senior management monitor the implementation of our risk management policies across our Company on an ongoing basis to ensure that our internal control system is effective in identifying, managing and mitigating risks involved in our operations.

LICENSES AND PERMITS

Our PRC Legal Advisor has advised us that, and based on our consultation with relevant overseas counsels we understand that, during the Track Record Period and the subsequent period up to the Latest Practicable Date, we had obtained all requisite licenses, approvals and permits from the relevant government authorities that are material for our business operations and such licenses, approvals and permits remained in full effect, and no circumstances existed that would render their revocation or cancellation.

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AWARDS AND RECOGNITION

During the Track Record Period, we received various awards and recognitions, including the following:

Award/Recognition 2016 Guangzhou Enterprise Research and Development Institution . . . . . . . . . . . . . Leading Entrepreneurship Talent (in recognition of Mr. DUAN Wei) . . . . . . . . 2017 “Tianfu” Award - Top Mobile Game Marketing Platform . . . . . . . . . . . . . . . . 2016 Guangzhou Leading Innovative Enterprise . . . . . . . . . . . . . . . . . . . . . . . 2017 “Lingmou” Award - Top Ten Influential Service Platform Going Overseas . . . . . . . . . . . . . . . . . . . . . . . . 2017 Best Mobile Marketing Company . . . . 2017 Guangdong “Unicorn” Innovative Enterprise . . . . . . . . . . . . . . . . . . . . . . . 2017 Guangdong High-tech Enterprise Guangdong . . . . . . . . . . . . . . . . . . . . . .	Award Date 2016 November 2016 November 2017 November 2017 December 2017 April 2017 January 2018 April 2018	Awarding Institution/Authority
		Guangzhou Science and Technology Innovation Committee Chinese Communist Party Committee of Tianhe District of Guangzhou and Tianhe District Government The Sixth Global Mobile Game Confederation (GMGC) Conference Guangzhou Municipal Government 2017 Global Mobile Marketing Summit (MS2017) The 3rd Global Mobile Marketing Summit (WMMS) Guangzhou Technology Innovation Enterprise Association Department of Science and Technology of Guangdong Province, Department of Finance of Guangdong Province, State Tax Bureau of Guangdong Province and Local Tax Bureau of Guangdong Province

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RELATIONSHIP WITH CONTROLLING SHAREHOLDERS

CONTROLLING SHAREHOLDERS

Immediately after the completion of the [REDACTED] (assuming the [REDACTED] is not exercised), Guangzhou Mobvista, through Seamless, will indirectly own [REDACTED] of our enlarged issued share capital. Mr. Duan is expected to remain as the single largest shareholder of Guangzhou Mobvista, holding an aggregate of 35.11% interest in Guangzhou Mobvista. Accordingly, Seamless, Guangzhou Mobvista and Mr. Duan will remain as our Controlling Shareholders upon [REDACTED].

Guangzhou Mobvista is a company established in the PRC and listed on the NEEQ since 2015. Seamless is an intermediate holding company incorporated in the BVI and wholly owned by Guangzhou Mobvista. As of the Latest Practicable Date, apart from their interests in our Company, none of Seamless, Guangzhou Mobvista, and Mr. Duan had any interest in a business that competes or is likely to compete, either directly or indirectly, with our Group’s business.

INDEPENDENCE FROM OUR CONTROLLING SHAREHOLDERS

Having considered the following factors, our Directors are satisfied that we are able to carry on our business independently from our Controlling Shareholders after the [REDACTED].

Clear Business Delineation between Our Group and the Retained Guangzhou Mobvista Group

Following completion of the Reorganization, our Group and the Retained Guangzhou Mobvista Group will be engaged in business of different nature. Our Group will operate the mobile value discovery business, focusing on the provision of mobile user acquisition, monetization and analytics solutions to app developers globally, whereas the Retained Guangzhou Mobvista Group will primarily engage in property leasing and investment holding businesses. See “History and Corporate Structure” in this [REDACTED]. In light of the differences in nature of our Group’s business and that of the Retained Guangzhou Mobvista Group, we believe there is a clear delineation of the business between our Group and the Retained Guangzhou Mobvista Group upon [REDACTED].

Management Independence

Our business is managed by our Board and senior management. Upon [REDACTED], our Company and Guangzhou Mobvista will have separate boards of directors and senior management teams that will function independently of each other. Save for Mr. Duan, none of our Directors will serve on the board of Guangzhou Mobvista upon [REDACTED]. Additionally, save for Mr. Duan, none of our senior management members will serve as a director or senior management member of Guangzhou Mobvista upon [REDACTED]. Although Mr. Duan will remain as a director of Guangzhou Mobvista, he will only be in charge of the overall planning and strategic directions of Guangzhou Mobvista, and will not be involved in the daily operations of Guangzhou Mobvista. It is expected that Mr. Duan will allocate the majority of his time to discharge his duties as an executive Director and the chief executive officer of our Company, and accordingly, he will be able to devote sufficient time and effort to the management of the affairs of our Group. If any potential conflict of interests arises due to Mr. Duan’s position with Guangzhou Mobvista, including in relation to any potential connected transactions of our Group with Guangzhou Mobvista, Mr. Duan will report such conflict of interest to the Board and will refrain from acting upon the conflict and voting on or approving such matter in his capacity as a Director at the relevant Board meeting in compliance with applicable laws and regulations, including the [REDACTED].

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RELATIONSHIP WITH CONTROLLING SHAREHOLDERS

Furthermore, our independent non-executive Directors have extensive experience in corporate management and development, including in listed companies, and have been appointed to ensure the decisions of our Board are made only after due consideration of independent and impartial opinions, and our Board acts collectively and makes decisions in accordance with the Articles and applicable laws and regulations, such that no single Director or Controlling Shareholder is able to make any decisions unilaterally without authorization by our Board.

Based on the above, our Directors believe that our Board together with our senior management team are able to perform their managerial roles in our Group independently of Guangzhou Mobvista.

Operational Independence

Our Group is operationally independent of our Controlling Shareholders. We have established our own organizational structure, and each department is assigned to specific areas of responsibilities. Save as disclosed in the section headed “Connected Transactions — Fully-exempt Continuing Connected Transactions — 1. Trademark Licensing Agreement” in this [REDACTED], our Company (through our subsidiaries) holds or enjoys the benefits of all relevant licenses and intellectual properties necessary to carry on our business. We have sufficient capital, and our own facilities, equipment and employees to operate our business independently from our Controlling Shareholders. We also have independent access to our customers and an independent management team to operate our business.

Upon [REDACTED], we will continue to rent office premises for our operations from the Retained Guangzhou Mobvista Group, which will constitute continuing connected transactions for our Company under Chapter 14A of the [REDACTED]. See “Connected Transactions” in this [REDACTED]. Our Directors are of the view that such office premises can be easily replaced by other comparable premises with comparable rentals, without any material disruptions to our operations.

Based on the above, our Directors believe that we will be able to operate independently from our Controlling Shareholders upon [REDACTED].

Financial Independence

Our Group has an independent financial system and makes financial decisions according to our own business needs. We have independent internal control and accounting systems and an independent finance department responsible for discharging the treasury function. We are capable of obtaining financing from third parties, if necessary, without reliance on our Controlling Shareholders.

No loans or guarantees provided by, or granted to, our Controlling Shareholders or their associates will be outstanding upon [REDACTED].

Based on the above, our Directors are of the view that we will be financially independent of our Controlling Shareholders upon [REDACTED].

CONTROLLING SHAREHOLDERS’ AND DIRECTORS’ INTERESTS IN OTHER BUSINESSES

Our Controlling Shareholders and our Directors confirm that as of the Latest Practicable Date, they do not have any interest in any business, apart from the business of our Group, which competes or is likely to compete, directly or indirectly, with our business, which would require disclosure under Rule 8.10 of the [REDACTED].

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RELATIONSHIP WITH CONTROLLING SHAREHOLDERS

DEED OF NON-COMPETITION

On [●], each of our Controlling Shareholders executed a deed of non-competition (the “ Deed of Non-Competition ”) in favour of our Group, setting out certain undertakings including, among other things:

(a) each of our Controlling Shareholders will not, and shall procure that its/his associates (excluding our Group) will not, whether as a principal or agent and whether undertaken directly or indirectly (including through any corporate, partnership, joint venture or other contractual arrangement) and whether for profit or otherwise, carry on, engage, invest, participate or otherwise be interested in the mobile value discovery business as described in this [REDACTED] that is currently or intended to be carried on by us, in any part of the world (the “ Restricted Business ”);
(b) each of our Controlling Shareholders will not, and shall procure that its/his associates (excluding our Group) will not, exploit its/his knowledge or information or technology obtained from us to compete, directly or indirectly, with the Restricted Business currently carried on and as may be carried on by us from time to time;
(c) each of our Controlling Shareholders will not, and shall procure that its/his associates (excluding our Group) will not, directly or indirectly, take any other action which constitutes an intentional undue interference with or a disruption of the Restricted Business currently carried on and as may be carried on by our Group from time to time;
(d) in the event that any of our Controlling Shareholders or any of its/his associates (excluding our Group) is offered or becomes aware of any business investment or commercial opportunity directly or indirectly relating to a Restricted Business, it/he:
(i) shall promptly notify us in writing and refer such business investment or commercial opportunity to us for consideration and provide such information as may be reasonably required by us in order to make an informed assessment of such business investment or commercial opportunity; and
(ii) shall not, and shall procure that its/his associates (excluding our Group) will not, invest or participate in any such business investment or commercial opportunity unless such business investment or commercial opportunity shall have been rejected by us in writing and the principal terms of which any of our Controlling Shareholders, or its/his associates (excluding our Group) invest or participate are no more favorable than those made available to us and such terms shall be fully disclosed to us prior to consummation of such rejected opportunities;
(e) each of our Controlling Shareholders shall not and shall procure that none of its/his associates (excluding our Group) will:
(i) at any time induce or attempt to induce any director, manager or employee or consultant of any member of us to terminate his or her employment or consultancy (as appropriate) with us, whether or not such act of that person would constitute a breach of that person’s contract of employment or consultancy (as appropriate); or
(ii) alone or jointly with any other person, as principal or agent for or shareholder in any person, firm or company, in competition, directly or indirectly, with any member of us, (1) canvass, solicit or accept orders from or do business with any person in relation to the Restricted Business with whom any member of our Group has done business in relation to the Restricted Business or (2) solicit or persuade any person who has dealt with us, or is in the process of negotiating with us, in relation to the Restricted Business (a) to cease to deal with us, in relation to the Restricted Business or (b) to reduce the amount of business in relation to the Restricted Business which the person would normally do with us or (c) to seek to improve their terms of trade with any member of us in relation to the Restricted Business;

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RELATIONSHIP WITH CONTROLLING SHAREHOLDERS

(f) the independent non-executive Directors will review, on an annual basis, our Controlling Shareholders’ compliance with the Deed of Non-competition. The decisions on matters reviewed by our independent non-executive Directors relating to the compliance with and the enforcement of the Deed of Non-competition (if any) will be disclosed in our annual report or, where our Board considers it appropriate, by way of an announcement. The disclosure on how the Deed of Non-competition was complied with and enforced is consistent with the principles of making voluntary disclosures in the Corporate Governance Report to be contained in our annual report pursuant to the [REDACTED].

The Deed of Non-competition is effective from the [REDACTED] to the date on which our Shares cease to be [REDACTED] on the [REDACTED].

The Deed of Non-competition shall not restrict any of our Controlling Shareholders and/or any of its/his associates (excluding our Group), either by itself/himself or any other person, from holding interests in the shares of a company which is listed on a recognized stock exchange provided that:

(a) any Restricted Business conducted or engaged in by such company (and assets relating thereto) accounts for less than 10% of that company’s consolidated turnover or consolidated assets, as shown in that company’s latest audited accounts; or
(b) the total number of the shares held by our Controlling Shareholders and/or any of its/his associates (excluding our Group) in aggregate does not exceed 10% of the issued shares of that class of the company in question and our Controlling Shareholders and/or any of its/his associates (excluding our Group) are not entitled to appoint any directors of that company.

CORPORATE GOVERNANCE MEASURES

Save as disclosed in the section headed “Directors and Senior Management — Code Provision A.2.1 of the Corporate Governance Code” in this [REDACTED], our Company will comply with the provision of the Corporate Governance Code in Appendix 14 to the [REDACTED], which sets out principles of good corporate governance.

Our Directors recognize the importance of good corporate governance in protection of our Shareholders’ interests. We would adopt the following measures to safeguard good corporate governance standards and to avoid potential conflict of interests between our Group and our Controlling Shareholders:

(a) where a Shareholders’ meeting is to be held for considering proposed transactions in which our Controlling Shareholders or any of his/her associates has a material interest, our Controlling Shareholders will not vote on the resolutions and shall not be counted in the quorum in the voting;
(b) our Company has established internal control mechanisms to identify connected transactions. Upon [REDACTED], if our Company enters into connected transactions with a Controlling Shareholder or any of his/her associates, our Company will comply with the applicable [REDACTED];
(c) our Board include a balanced composition of executive and non-executive Directors (including independent non-executive Directors). We have appointed three independent non-executive Directors who possess sufficient experience and are free from any business or other relationship which could interfere in any material manner with the exercise of their independent judgment and will be able to provide an impartial, external opinion to protect the interests of our public Shareholders. Details of our independent non-executive Directors are set out in the section headed “Directors and Senior Management —Board of Directors — Independent non-executive Directors” in this [REDACTED];

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RELATIONSHIP WITH CONTROLLING SHAREHOLDERS

(d) where our Directors reasonably request the advice of independent professionals, such as financial advisers, the appointment of such independent professionals will be made at our Company’s expenses; and
(e) we have appointed [REDACTED] as our [REDACTED] to provide advice and guidance to us in respect of compliance with the [REDACTED], including various requirements relating to corporate governance.

Based on the above, our Directors are satisfied that sufficient corporate governance measures have been put in place to manage conflicts of interest between our Group and our Controlling Shareholders, and to protect minority Shareholders’ interests after the [REDACTED].

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CONNECTED TRANSACTIONS

OVERVIEW

We have entered into the continuing agreements with our connected persons in our ordinary and usual course of business as set out below. Upon [REDACTED], these transactions will constitute continuing connected transactions under Chapter 14A of the [REDACTED].

CONNECTED PERSONS

The table below sets forth parties who will become our connected persons upon [REDACTED] and the nature of their connection with us:

Name Guangzhou Mobvista . . . . . . . . Guangzhou Ruisou. . . . . . . . . . Guangzhou Huichun. . . . . . . . . Duanshi Investment . . . . . . . . .	Connected relationship
	Guangzhou Mobvista is and will remain a Controlling Shareholder of our Company after the [REDACTED] Guangzhou Ruisou is a wholly-owned subsidiary of Guangzhou Mobvista Guangzhou Huichun is indirectly wholly-owned by Mr. Cao, one of our executive Directors Duanshi Investment is indirectly wholly-owned by Mr. Duan, our chairman, executive Director and a Controlling Shareholder of our Company

SUMMARY OF OUR CONTINUING CONNECTED TRANSACTIONS

Transaction Applicable [REDACTED] Waiver sought A Fully-exempt continuing connected transactions 1. Trademark licensing agreement with Guangzhou Mobvista . . . Rule 14A.76(1) N/A B Non-exempt continuing connected transactions 2. Property lease agreements with Guangzhou Mobvista, Guangzhou Ruisou, Guangzhou Huichun, and Duanshi Investment, respectively . Rule 14A.35 Rule 14A.76(2) Announcement requirement	Proposed annual cap for the year ending December 31,	Proposed annual cap for the year ending December 31,	Proposed annual cap for the year ending December 31,
	2018 N/A RMB10.3 million	2019 (RMB) N/A RMB21.6 million	2020
			N/A RMB22.7 million

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CONNECTED TRANSACTIONS

FULLY-EXEMPT CONTINUING CONNECTED TRANSACTIONS

We set out below a summary of the continuing connected transactions of our Group which are exempt from the reporting, annual review, announcement and independent shareholders’ approval requirements under Chapter 14A of the [REDACTED].

1. Trademark Licensing Agreement

On [●], 2018, MIT HK [entered into] a trademark licensing agreement (the “ Trademark Licensing Agreement ”) with Guangzhou Mobvista, pursuant to which Guangzhou Mobvista agreed to grant an exclusive license to MIT HK to use its trademark “ ” in connection with its business operations for a term of three years commencing from the date on which the agreement becomes effective and subject to renewal. The trademark license is granted for nil consideration.

The above-mentioned transaction is conducted in the ordinary and usual course of business on normal commercial terms or on terms more favorable to our Group, and our Directors currently expect that each of the applicable percentage ratios calculated under Chapter 14A of the [REDACTED] will not exceed 0.1%. Pursuant to Rule 14A.76(1) of the [REDACTED], the transaction will be fully exempt from all disclosure, annual review and shareholders’ approval requirements under Chapter 14A of the [REDACTED].

NON-EXEMPT CONTINUING CONNECTED TRANSACTIONS

The following transactions are made in the ordinary course and usual course of business and on normal commercial terms where the highest applicable percentage ratio (other than the profit ratio) calculated for the purpose of Chapter 14A of the [REDACTED] will be more than 0.1%, but less than 5% on an annual basis. Accordingly, those transactions are exempted from the independent shareholders’ approval requirement but are subject to the reporting, announcement and annual review requirements pursuant to Rule 14A.76(2) of the [REDACTED].

1. Property Lease Agreements

Description of the Agreement

We [entered into] four property lease agreements with Guangzhou Mobvista, Guangzhou Ruisou, Guangzhou Huichun, and Duanshi Investment, respectively (together the “ Property Lease Agreements ”), on [●], 2018. Pursuant to the Property Lease Agreements, Guangzhou Mobvista, Guangzhou Ruisou, Guangzhou Huichun, and Duanshi Investment leased certain properties to our Group with a total area of approximately 5,573 square meters.

The principal terms of Property Lease Agreements of which are set out as follows:

Contracting Parties Mobvista Technology (as tenant) and Guangzhou Mobvista (as landlord). . . . . . .	Location Unit 01, 44/F, Tianying Plaza (East Tower), No. 222-3, Xingmin Road, Zhujiang New Town, Tianhe District, Guangzhou, PRC	Approximate gross floor area (sq.m.) 234	Approximate Monthly Rental (RMB) 2018: RMB65,476.8 2019: RMB68,750.6 2020: RMB72,188.1	Intended use Office	Duration of agreement
					Three years

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CONNECTED TRANSACTIONS

Contracting Parties Mobvista Technology (as tenant) and Guangzhou Ruisou (as landlord). . . . . . . Mobvista Technology (as tenant) and Guangzhou Huichun (as landlord). . . . . . . Mobvista Technology (as tenant) and Duanshi Investment (as landlord). . . . . . .	Location Units 02-04 and 06-12 of 44/F, and Units 01-04 and 06-12 of 43/F, Tianying Plaza (East Tower), No. 222-3, Xingmin Road, Zhujiang New Town, Tianhe District, Guangzhou, PRC Unit 05, 43/F, Tianying Plaza (East Tower), No. 222-3, Xingmin Road, Zhujiang New Town, Tianhe District, Guangzhou, PRC Unit 05, 44/F, Tianying Plaza (East Tower), No. 222-3, Xingmin Road, Zhujiang New Town, Tianhe District, Guangzhou, PRC	Approximate gross floor area (sq.m.) 4,719 310 310	Approximate Monthly Rental (RMB) 2018: RMB1,321,427.2 2019: RMB1,387,498.5 2020: RMB1,456,873.5 2018: RMB86,906.7 2019: RMB91,252.0 2020: RMB95,814.6 2018: RMB86,744.7 2019: RMB91,081.9 2020: RMB95,636.0	Intended use Office Office Office	Duration of agreement
					Three years Three years Three years

Reasons for the Transactions

For purpose of its business operations, our Group needs to rent office premises, and Guangzhou Mobvista, Guangzhou Ruisou, Guangzhou Huichun, and Duanshi Investment own the properties that suit our business needs.

Pricing Policy

The rentals payable by our Group under each of the Property Lease Agreements are fixed amounts payable on a monthly basis. The rentals were negotiated on arm’s length basis and on normal commercial terms by the contracting parties, with reference to at least two quotations provided by independent third parties for the lease of comparable properties of similar conditions at the same location.

The Joint Sponsors agree with the Directors’ view that the pricing for such leased properties are fair and reasonable and are in the interest of the Company and the Shareholders as a whole.

Historical amount

We did not incur any payments under the Property Lease Agreements for the years ended December 31, 2015, 2016 and 2017, respectively.

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CONNECTED TRANSACTIONS

Annual caps

For the years ending December 31, 2018, 2019 and 2020, the total amount of the rental to be paid by our Group to Guangzhou Mobvista, Guangzhou Ruisou, Guangzhou Huichun and Duanshi Investment under the Property Lease Agreements shall not exceed the following caps:

Proposed annual caps for the year ending December 31,(1)	Proposed annual caps for the year ending December 31,(1)	Proposed annual caps for the year ending December 31,(1)
2018	2019 (RMB)	2020

Rentals payable by our Group to Guangzhou Mobvista, Guangzhou Ruisou, Guangzhou Huichun, and Duanshi Investment. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10.3 million 21.6 million 22.7 million

Note:

(1) All the amounts in the above table are presented in millions and have been rounded to the nearest thousands in whole numbers.

(2) The proposed annual cap for the year ending December 31, 2018 is calculated considering the estimated length of the lease period for such year.

Basis for calculation of annual caps

When estimating the annual caps, our Directors have considered (i) the rentals payable under the Property Lease Agreements, the estimated length of the lease period for each year and other rental adjustment mechanism as set out in the Property Lease Agreements, (ii) the prevailing market price of the lease of comparable properties of similar conditions at the same location of the properties leased by our Group, and (iii) the steady increase in rentals of properties at the same location of the properties leased by our Group, and the future development of the property market in the PRC.

[REDACTED] implications

The above-mentioned transactions are conducted in the ordinary and usual course of business on normal commercial terms or on terms more favourable to our Group, and our Directors currently expect the highest applicable percentage ratio calculated for the purpose of Chapter 14A of the [REDACTED] will be more than 0.1% but less than 5% on an annual and aggregate basis. Under Rule 14A.76(2) of the [REDACTED], the transaction will be subject to the reporting, announcement and annual review requirements under Chapter 14A of the [REDACTED] but will be exempted from the circular and independent Shareholders’ approval requirement under Chapter 14A of the [REDACTED].

APPLICATION FOR A WAIVER

We expect that the non-exempt continuing connected transactions disclosed above will be carried out on a continuing basis and will extend over a period of time, and our Directors consider that strict compliance with the announcement requirement under the [REDACTED] would be impractical, unduly burdensome and would impose unnecessary administrative costs on our Company.

Accordingly, pursuant to Rule 14A.105 of the [REDACTED], we have applied for, and the [REDACTED] [has granted] us, a waiver from strict compliance with the announcement requirement under Rule 14A.35 of the [REDACTED] once the Shares are [REDACTED] on the [REDACTED] in respect of such non-exempt continuing connected transactions. We will, however, comply at all times with the other applicable provisions under Chapter 14A of the [REDACTED] in respect of such non-exempt continuing connected transactions.

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CONNECTED TRANSACTIONS

CONFIRMATION FROM THE DIRECTORS

Our Directors (including the independent non-executive Directors) believe that the non-exempt continuing connected transactions set out above have been entered into in our ordinary and usual course of business on normal commercial terms or better which are fair and reasonable and in the interests of our Group and our Shareholders as a whole, and the proposed annual caps in respect of continuing connected transactions are fair and reasonable and in the interests of our Group and our Shareholders as a whole.

CONFIRMATION FROM THE JOINT SPONSORS

The Joint Sponsors have reviewed the relevant information prepared and provided by our Company and market data provided by independent third parties relating to the non-exempt continuing connected transactions described in this section, and have obtained confirmations from our Company. Based on the Joint Sponsors’ due diligence, the Joint Sponsors are of the view that (i) the non-exempt continuing connected transactions set out above have been and will be entered into during our Company’s ordinary and usual course of business on normal commercial terms or better, and are fair and reasonable and in the interest of our Group and our Shareholders as a whole; and (ii) the proposed annual caps of such transactions are fair and reasonable and in the interest of our Group and our Shareholders as a whole.

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DIRECTORS AND SENIOR MANAGEMENT

GENERAL

Board of Directors

The following table sets forth information about our Directors:

Name Mr. DUAN Wei (段威). . . . Mr. CAO Xiaohuan (曹曉歡) . . . . . . . . . . Mr. XI Yuan (奚原) . . . . . Mr. FANG Zikai (方子愷). . Mr. YING Lei (應雷) . . . . Mr. WANG Jianxin (王建新) . . . . . . . . . . Mr. HU Jie (胡傑) . . . . . .	Age 32 33 33 34 49 48 43	Position Executive Director and chairman of the Board Executive Director Executive Director Executive Director Independent non-executive Director Independent non-executive Director Independent non-executive Director	Roles and Responsibilities Overall strategic planning and business direction of the Group and chairman of our nomination committee Overall management of the operations of the Group and a member of our remuneration committee Business development of advertising department of the Group Product research and management of advertising business line of the Group Providing independent advice and judgment to our Board, a member of our audit committee and nomination committee and the chairman of our remuneration committee Providing independent advice and judgment to our Board and the chairman of our audit committee Providing independent advice and judgment to our Board, a member of our audit committee, remuneration committee and nomination committee	Date of joining the Group November 2013 August 2014 November 2013 July 2015 [●] [●] [●]	Date of appointment as Director April 2018 April 2018 June 2018 June 2018 [●] [●] [●]	Relationship with other Directors or senior management members
						None None None None None None None

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DIRECTORS AND SENIOR MANAGEMENT

Senior Management

The following table sets forth information about the senior management team of our Group (including our executive Directors):

Name Mr. DUAN Wei (段威). . . . Mr. CAO Xiaohuan (曹曉歡) . . . . . . . . . . Mr. XI Yuan (奚原) . . . . . Mr. FANG Zikai (方子愷). . Mr. SONG Xiaofei (宋笑飛) . . . . . . . . . . Mr. CHEN Qiaofeng (陳巧鋒) . . . . . . . . . . Mr. LI Tianhui (黎田輝). . . Ms. YANG Ying (楊瑩) . . .	Age 32 33 33 34 32 33 37 28	Position in our Company Chief executive officer President Vice president Chief product officer Chief financial officer Vice president Human resources director Head of Southeast Asia and Europe regions	Roles and Responsibilities Overall strategic planning and business direction of the Group Overall management of the operations of the Group Business development of advertising department of the Group Product research and management of advertising business line of the Group Overall financial management of the Group Overall business management of greater China Overall management of human resources Management of Asian and European business development teams	Date of joining our Group November 2013 August 2014 November 2013 July 2015 April 2015 June 2014 December 2014 March 2014	Date of appointment June 2018 June 2018 June 2018 June 2018 June 2018 June 2018 June 2018 June 2018	Relationship with other Directors or senior management members
						None None None None None None None None

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DIRECTORS AND SENIOR MANAGEMENT

BOARD OF DIRECTORS

Upon [REDACTED], our Board will consist of seven Directors, including four executive Directors, and three independent non-executive Directors.

Executive Directors

Mr. DUAN Wei (段威) , aged 32, is one of our co-founders, an executive Director, the chairman of the Board and chief executive officer of the Company. Mr. Duan is responsible for overall strategic planning and business direction of the Group. He served as the chief executive officer of Guangzhou Gamo from November 2013 to May 2015, and the chairman of the board and general manager of Guangzhou Huitao (the predecessor of Guangzhou Mobvista) from May 2015 to July 2015. Since July 2015, he has been serving as the chairman of the board of Guangzhou Mobvista. He served as the general manager of Guangzhou Mobvista since July 2015 until the date of this [REDACTED].

Mr. Duan currently holds positions in various subsidiaries of our Group. He has been serving as the director and chief executive officer of MIT HK since October 2014 and the director of Adlogic Technology Pte. Ltd. since October 2015. He also served as the chairman of the board and general manager of Mobvista Technology from April 2015 to August 2016, and subsequently serves as the executive director and general manager since August 2016.

Additionally, Mr. Duan has been serving as (i) the executive director of Duanshi Investment since July 2017, (ii) the executive director of Guangzhou Huimu Asset Management Co., Ltd. (廣州匯沐資產管理有限公司) since April 2017, (iii) the executive director of Horgos Duanshi Pearl River Equity Investment Co., Ltd. since February 2017, (iv) the executive director of Guangzhou Huisui since January 2017, and (v) the delegated representative of the executive partner of Guangzhou Huimao since May 2015. Furthermore, Mr. Duan worked in Guangzhou Dongjing Computer Technology Co. Ltd. (廣州動景計算機科技有限公司), which owns www.uc.cn and software copyright of UC Browser, from January 2010 to August 2013. From August 2008 to December 2009, Mr. Duan served as a product manager in Huawei Software Technologies Co., Ltd.* (華為軟件技術有限公司), primarily responsible for products designing and marketing.

Mr. Duan obtained his bachelor’s degree in system science and engineering from Zhejiang University (浙江大學) in June 2008.

Mr. CAO Xiaohuan (曹曉歡) , aged 33, is one of our co-founders, an executive Director and the president of the Company, who is mainly responsible for overall management of the operations of the Group. Mr. Cao joined us in August 2014 as the vice president of Guangzhou Gamo, a position which he served from August 2014 to May 2015. From May 2015 to July 2015, Mr. Cao served as the director and the vice general manager of Guangzhou Huitao. In addition, he served as a director and the vice general manager of Guangzhou Mobvista since July 2015 until the date of this [REDACTED]; he also served as the secretary of the board of Guangzhou Mobvista from July 2015 to October 2016.

Mr. Cao currently holds positions in various subsidiaries of our Group. He has been serving as the director and chief financial officer of MIT HK since December 2014, the director of Advertter Technology Company Limited since June 2015 and the director of Adlogic Technology Pte. Ltd. since October 2015. He also served as an director of Mobvista Technology from April 2015 to August 2016.

Additionally, he has been serving as (i) the executive director of Guangzhou Huichun since July 2017, (ii) the executive director of Horgos Huichun Equity Investment Co., Ltd.* (霍爾果斯匯淳股權投資有限公司) since December 2016, and (iii) the executive partner of Guangzhou Huiqian since November 2015. Furthermore, Mr. Cao served as an investment director at Suzhou Industrial Park Oriza Yuandian Venture Capital Management Co., Ltd. (蘇州工業園區元禾原點創業投資管理有限公司) from November 2013 to July 2014, where he was primarily responsible for the company’s foreign investment and mergers and

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acquisitions. From August 2011 to November 2013, Mr. Cao served as an investment director at China-Singapore Suzhou Industrial Park Ventures Co., Ltd. (中新蘇州工業園區創業投資有限公司), where he was primarily responsible for the company’s foreign investment and mergers and acquisitions, as well as the early investment and project management in semiconductor and TMT industry.

Mr. Cao is currently a member of CPA Australia. Mr. Cao received his bachelor’s degree of system science and engineering in June 2008 from Zhejiang University (浙江大學) and later a master’s degree of system analysis and integration in March 2011 from the same university.

Mr. XI Yuan (奚原) , aged 33, is an executive Director and the vice president of our Company, primarily responsible for the business development of advertising department. Mr. Xi joined us in November 2013 as the business manager of the advertising department of Guangzhou Gamo, a position which he served from November 2013 to May 2015. From May 2015 to July 2015, he served as the general manager of Beijing region of Guangzhou Huitao. From July 2015 to February 2016, Mr. Xi served as the general manager of Beijing region and a supervisor of Guangzhou Mobvista; in addition, he served as a director and vice general manager of Guangzhou Mobvista since February 2016 until the date of this [REDACTED].

Mr. Xi currently holds positions in various subsidiaries of the Group. He has been serving as the vice president of MIT HK since December 2014, the director of MIT HK since May 2016, and the chief executive officer of nativeX, LLC since July 2016.

Before joining us, Mr. Xi served as the delivery director of the major client department at Huawei Technologies Co., Ltd.* (華為技術有限公司) from August 2010 to November 2013, where he was primarily responsible for maintenance of network quality and after-sales delivery for the company’s major clients.

Mr. Xi received his bachelor’s degree in communication engineering in August 2007 from Southwest Jiaotong University (西南交通大學), and later obtained a master’s degree of micro-electronics and solid-state electronics in June 2010 from the same university.

Mr. FANG Zikai (方子愷) , aged 34, is an executive Director and the chief product officer of the Company, primarily responsible for product research and management of the advertising business line of the Group. He joined the Group in July 2015 as the vice president of products of Mobvista Technology. He served as the vice president of products of Guangzhou Mobvista since July 2015 until the date of this [REDACTED] and as the vice general manager of Guangzhou Mobvista since February 2016 until the date of this [REDACTED].

Before joining us, Mr. Fang worked as a senior product specialist at Taobao (China) Software Co., Ltd. (淘寶（中國）軟件有限公司) until July 2015. From 2012 to 2013, he worked at Umeng Tongxin (Beijing) Technology Ltd. (友盟同欣（北京）科技有限公司). Prior to that, Mr. Fang worked at Beijing Baidu Network Information Technology Co., Ltd.* (北京百度網訊科技有限公司) from January 2010 to March 2011, primarily responsible for the search and promotion of business line and participated in the optimization system designing project.

Mr. Fang received his bachelor’s degree from Zhejiang University (浙江大學) in June 2007, majoring in mathematics and applied mathematics and later obtained a master’s degree of arts from University of Pittsburgh in April 2009.

Independent non-executive Directors

Mr. YING Lei (應雷) , aged 49, was appointed as an independent non-executive Director of our Group in [●]. He is responsible for providing independent advice and judgment to our Board.

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Mr. Ying has been serving as an independent non-executive director of Guangzhou Mobvista since May 2017. From December 2013 to April 2016, Mr. Ying served as the independent director of China CYTS Tours Holding Co., Ltd.* (中青旅控股股份有限公司) (Shanghai Stock Exchange Stock Code: 600138).

From July 2009 to September 2015, Mr. Ying served as the vice general manager at COFCO Trust Co., Ltd. (中糧信託有限責任公司). From December 2007 to December 2009, he served as the assistant to the president at The Pacific Securities Co., Ltd. (太平洋證券股份有限公司) (Shanghai Stock Exchange Stock Code: 601099). From July 2002 to May 2007, Mr. Ying worked at China Fortune Securities Co., Ltd.* (華鑫證券有限公司).

He received his bachelor’s degree in economics from Renmin University of China (中國人民大學) in July 1991.

Mr. WANG Jianxin (王建新) , aged 48, was appointed as an independent non-executive Director in [●]. He is responsible for providing independent advice and judgment to our Board.

Mr. Wang currently serves as an independent director of Chongqing Fuling Zhacai Group Co., Ltd. (重慶市涪陵榨菜集團股份有限公司) (Shenzhen Stock Exchange Stock Code: 002507) since November 2017 and Shenzhen Goodix Technology Co., Ltd. (深圳市匯頂科技股份有限公司) (Shanghai Stock Exchange Stock Code: 603160) since August 2015. Mr. Wang used to serve as an independent director of Guangdong Highsun Group Co., Ltd. (廣東海印集團股份有限公司) (Shenzhen Stock Exchange Stock Code: 000861) from May 2011 to September 2012. Prior to that, he served as an independent director of AVIC Real Estate Co., Ltd. (中航地產股份有限公司) (Shenzhen Stock Exchange Stock Code: 000043) from September 2010 to June 2016.

He has more than 20 years of extensive professional experience in investment, finance, accounting and tax. He has been a partner of Shenzhen branch of Shinewing (HK) CPA Limited (信永中和會計師事務所) since January 2007. He also worked at the management centre of Goldstore Securities Co., Ltd. (金元證券股份有限公司深圳管理總部) from November 2004 to December 2006. Previously, Mr. Wang worked as a partner of Shenzhen Zhongtian Huazheng CPA Limitd (深圳中天華正會計師事務所) from December 2003 to September 2004 focusing on auditing for state-owned companies, initial public offering transactions and mergers and acquisitions. Before that, he worked at Ping An Securities Co., Ltd.* (平安證券有限責任公司) as a senior manager from April 2001 to May 2003.

Mr. Wang was accredited as a Certified Public Accountant by the Chinese Institute of Certified Public Accountants (中國註冊會計師協會) in October 1996. He obtained his bachelor’s degree in auditing from Zhongnan University of Finance and Economics (中南財經大學) in July 1994.

Mr. HU Jie (胡傑) , aged 43, was appointed as an independent non-executive Director in [●]. He is responsible for providing independent advice and judgment to our Board.

He has been serving as the investment manager and board secretary of Guangzhou R&F Properties Co., Ltd. (廣州富力地產股份有限公司) (HKEx Stock Code: 2777) since January 2002. Mr. Hu has been a member of the M&A Financing Committee of the China Association for Public Companies (中國上市公司協會) since June 2014. Previously, Mr. Hu served as a director of Guangzhou Securities Co., Ltd. (廣州證券有限責任公司) from October 2007 to August 2009. He served as the vice general manager of the Investment Banking Department at the head quarter of Ping An Securities Co., Ltd. (平安證券有限責任公司) from June 2001 to January 2002. He worked at the Investment Banking Department at the head quarter of China Southern Securities Co., Ltd. (南方證券股份有限公司) from July 2000 to September 2001.

Mr. Hu received his master’s degree in economics from Jinan University (暨南大學) in June 2000.

Save as disclosed above, none of our Directors holds or has held any other directorships in any other company listed in Hong Kong or overseas during the three years immediately preceding the date of this [REDACTED]. Please refer to the section headed “Statutory and General Information” in Appendix IV to this [REDACTED] for further information about the Directors, including the particulars of their service contracts or letters of appointment and remuneration, and details of any interests of the Directors in the Shares (within

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the meaning of Part XV of the SFO). Save as disclosed herein, there are no other matters in respect of each of our Directors that is required to be disclosed pursuant to Rule 13.51(2)(a) to (v) of the [REDACTED] and there are no other material matters relating to our Directors that need to be brought to the attention of our Shareholders.

SENIOR MANAGEMENT

Our executive Directors and senior management are responsible for the day-to-day management and operation of our business.

For information concerning our senior management who also serve as executive Directors, please see “ — Board of Directors — Executive Directors” in this section. The senior management team of our Group, in addition to the executive Directors listed above, is as follows:

Mr. SONG Xiaofei (宋笑飛) , aged 32, is the chief financial officer of the Company and responsible for the Group’s overall financial management. He joined us in April 2015 as the vice financial director of Guangzhou Gamo, a position which he served from April 2015 to May 2015. He also served as the vice financial director of Guangzhou Huitao from May 2015 to July 2015. In addition, he has been serving as the financial director of Guangzhou Mobvista since July 2015 till the date of this [REDACTED].

Before joining us, Mr. Song worked at China Smart Electric Group Limited (“ China Smart Electric ”) (中國智能電氣集團有限公司) as the head of finance department from March 2012 to April 2015. During his employment there, he also served as the general manager of energy performance contracting department of Guangdong Ming Yang Electrics Group Limited (“ Guangdong Ming Yang ”) (廣東明陽電氣集團有限公司), one of the subsidiaries of China Smart Electric, from August 2013 to April 2015 when he was primarily responsible for project review, risk control and overall management of energy performance contracting projects. Before that, he served as the head of finance department of Guangdong Ming Yang from September 2012 to April 2015, primarily responsible for overall financial management of the company, including accounting, corporate finance, banking relations and financial compliance. From September 2008 to March 2012, Mr. Song worked in KPMG Huazhen Guangzhou branch as an assistant manager and mainly focused on auditing services for initial public offering transactions.

Mr. Song was accredited as a Certified Public Accountant (non-practising) by The Chinese Institute of Certified Public Accountants (中國註冊會計師協會) in February 2017.

Mr. Song received his bachelor’s degree from Guangdong University of Foreign Studies (廣東外語外貿大學) in June 2008, majoring in English Linguistics.

Mr. CHEN Qiaofeng (陳巧鋒) , aged 33, is the vice president of the Company, primarily responsible for the Group’s greater China business. He joined us in June 2014 as the business manager of Guangzhou Gamo, a position which he served from June 2014 to May 2015. Mr. Chen served as the business director of Guangzhou Huitao from May 2015 to July 2015, subsequently served as director of Guangzhou Mobvista from July 2015 to April 2016. He has been serving as the supervisor of Guangzhou Mobvista since February 2016 and the head of greater China region of Guangzhou Mobvista since April 2016, the positions which he [has held] till the date of this [REDACTED]. Mr. Chen served as the business director of Guangzhou Ruisou from November 2015 to May 2018. He has also been serving as the head of greater China region of Mobvista Technology since May 2018.

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In addition, Mr. Chen has been serving as the legal representative of Guangzhou Zhenchang Information Consulting Co., Ltd. (廣州臻昶信息諮詢有限公司) since February 2015 and the financial director of the same entity since December 2017. He worked at Guangzhou branch of Kainuoge (Beijing) Consulting Firm (凱諾格（北京）諮詢有限公司廣州分公司) until March 2014.

Mr. Chen received his bachelor’s degree from Zhejiang University (浙江大學) in June 2008, majoring in chemical engineering and technology.

Mr. LI Tianhui (黎田輝) , aged 37, is the human resources director of the Company, primarily responsible for the Group’s human resources management. He joined the Group in December 2014 as the human resources manager of Guangzhou Gamo, a position which he served from December 2014 to May 2015. He served as the human resources director of Guangzhou Huitao from May 2015 to July 2015, and served as the human resources director of Guangzhou Mobvista since July 2015 till the date of this [REDACTED]. In addition, within our Group, Mr. Li served as the human resources manager of Mobvista Technology from April 2015 to May 2015. He has been serving as the human resources director of Mobvista Technology since May 2015.

Mr. Li has years of experience in human resources management. From November 2011 to December 2014, Mr. Li worked at Guangzhou Jianhe Network Technology Co., Ltd. (廣州堅和網絡科技有限公司) as a human resources director. Before that, he worked at Guangzhou branch of UC Mobile Ltd. (優視科技有限公司) as a human resources officer from February 2008 to June 2009.

Mr. Li graduated from Nanchang University (南昌大學) in July 2003, majoring in environmental engineering.

Ms. YANG Ying (楊瑩) , aged 28, is the head of Southeast Asia and Europe regions of the Company, primarily responsible for business development and management, especially in Asia and Europe. She joined us in March 2014 as the business manager of Guangzhou Gamo, a position which she served from March 2014 to May 2015. She served as the business manager of Guangzhou Huitao from May 2015 to July 2015 and as the same position of Guangzhou Mobvista from July 2015 to March 2016, where she subsequently served as the senior business manager and the head of Southeast Asia region from March 2016 to January 2018. She also has been serving as the head of Southeast Asia and Europe regions of Guangzhou Mobvista since January 2018, a position which she will hold till the date of this [REDACTED]. In addition, within our Group, Ms. Yang served as the business manager of Mobvista Technology from April 2015 to March 2016, where she subsequently served as the senior business manager and the head of Southeast Asia region from March 2016 to January 2018. She also has been serving as the head of Southeast Asia and Europe regions of Mobvista Technology since January 2018.

Before joining us, she worked as a sales trainee at Mars Foods (China) Co., Ltd. (瑪氏食品（中國）有限公司) from July 2013 to January 2014, where she primarily focused on sales and marketing.

Ms. Yang received her bachelor’s degree from Zhejiang University (浙江大學) in July 2013, majoring in English.

Save as disclosed above, none of our senior management holds or has held any other directorships in any other company listed in Hong Kong or overseas during the three years immediately preceding the date of this [REDACTED].

JOINT COMPANY SECRETARIES

Mr. QIAN Cheng (錢程) , was appointed as our joint company secretary on June 14, 2018 with effect from the [REDACTED]. Mr. Qian has been serving as the secretary of the board of MIT HK since July 2016. He also served as the head of the securities department of Guangzhou Mobvista from August 2016 to October 2016; and he has been serving as a director and the secretary of the board of Guangzhou Mobvista since October 2016.

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Before joining us, Mr. Qian served as the senior vice president of the investment banking department at CSC Financial Co., Ltd. (中信建投證券股份有限公司) (HKEx Stock Code: 6066) from January 2015 to July 2016 and primarily focused on mergers and acquisition and restructuring in TMT industry, and as the senior manager of the same entity from November 2010 to December 2014. Prior to that, he worked at The Pacific Securities Co., Ltd. (太平洋證券股份有限公司) (Shanghai Stock Exchange Stock Code: 601099) from June 2007 to November 2010, and started to engage in general securities business since April 2008.

Mr. Qian received his bachelor’s degree in information management and information system in July 2004 from Shanghai University of Finance and Economics (上海財經大學), and later in January 2007, obtained his master’s degree in corporate management from the same university.

Ms. SO Shuk Yi Betty (蘇淑儀) , was appointed as our joint company secretary on June 14, 2018 with effect from [REDACTED]. Ms. So is an assistant vice president of SWCS Corporate Services Group (Hong Kong) Limited, a corporate services provider.

Ms. So has been a member of The Institute of Chartered Secretaries and Administrators in the United Kingdom since October 1997 and an associate of The Hong Kong Institute of Chartered Secretaries since October 1997.

Ms. So received her master’s degree in Chinese and comparative law from the City University of Hong Kong in November 2004 and a master’s degree in business administration from the University of Leicester in July 1999.

COMMITTEES UNDER THE BOARD OF DIRECTORS

Audit Committee

We have established an audit committee with written terms of reference in compliance with Rule 3.21 of the [REDACTED] and the Corporate Governance Code and Corporate Governance Report as set out in Appendix 14 to the [REDACTED]. The audit committee consists of three members, namely Mr. WANG Jianxin, Mr. YING Lei and Mr. HU Jie. Mr. WANG Jianxin has been appointed as the chairman of the audit committee and is our independent non-executive Director with the appropriate professional qualifications. The primary duties of the remuneration committee include, but are not limited to, the following:

(a) to be primarily responsible for making recommendations to the Board on the appointment, reappointment and removal of the external auditor, and to approve the remuneration and terms of engagement of the external auditor, and any questions of its resignation or dismissal;
(b) to review and monitor the external auditor’s independence and objectivity and the effectiveness of the audit process in accordance with applicable standards. The Audit Committee should discuss with the auditor the nature and scope of the audit and reporting obligations before the audit commences;
(c) to develop and implement policies on engaging an external auditor to supply non-audit services. For this purpose, an “external auditor” includes any entity that is under common control, ownership or management with the audit firm or any entity that a reasonable and informed third party knowing all relevant information would reasonably conclude to be part of the audit firm nationally or internationally. The Audit Committee should report to the Board, identifying and making recommendations on any matters where action or improvement is needed;
(d) to monitor the integrity of the Company’s financial statements and annual reports and accounts, half-year reports and, if prepared for publication, quarterly reports, and to review significant financial reporting judgments contained in them. In reviewing these reports before submission to the Board, the Audit Committee shall focus particularly on:
(i) any changes in accounting policies and practices;
(ii) major judgmental areas;
(iii) significant adjustments resulting from the audit;

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(iv) the going concern assumptions and any qualifications;
(v) compliance with accounting standards; and
(vi) compliance with the [REDACTED] and legal requirements in relation to financial reporting;
(e) regarding paragraph (d) above: (i) Members shall liaise with the Board and senior management of the Company and the Audit Committee must meet, at least twice a year, with the Company’s auditors; and (ii) the Audit Committee shall consider any significant or unusual items that are, or may need to be, reflected in the reports and accounts, and it should give due consideration to any matters that have been raised by the Company’s staff responsible for the accounting and financial reporting function, compliance officer or auditors;
(f) to review the Company’s financial controls, and unless expressly addressed by a separate board risk committee, or by the board itself, to review the Company’s risk management and internal control systems;
(g) to discuss the risk management and internal control systems with management to ensure that management has performed its duty to have effective systems. This discussion shall include the adequacy of resources, staff qualifications and experience, training programs and budget of the Company’s accounting and financial reporting function;
(h) to consider major investigation findings on risk management and internal control matters as delegated by the Board or on its own initiative and management’s response to these findings;
(i) where an internal audit function exists, to ensure co-ordination between the internal and external auditors, and to ensure that the internal audit function is adequately resourced and has appropriate standing within the Company, and to review and monitor its effectiveness;
(j) to review the financial and accounting policies and practices of the Company and its subsidiaries;
(k) to review the external auditor’s management letter, any material queries raised by the auditor to management about accounting records, financial accounts or systems of control and management’s response;
(l) to ensure that the Board will provide a timely response to the issues raised in the external auditor’s management letter;
(m) to report to the Board on the matters set out in the Corporate Governance Code;
(n) to review arrangements employees of the Company can use, in confidence, to raise concerns about possible improprieties in financial reporting, internal control or other matters and to ensure that proper arrangements are in place for fair and independent investigation of these matters and for appropriate follow-up action;
(o) to act as the key representative body for overseeing the Company’s relation with the external auditor;
(p) to review ongoing connected transactions of the Company and ensure compliance with terms of approval by shareholders of the Company; and
(q) to consider such other matters as the Board may from time to time determine.

Remuneration Committee

We have established a remuneration committee with written terms of reference in compliance with Rule 3.25 of the [REDACTED] and the Corporate Governance Code and Corporate Governance Report as set out in Appendix 14 to the [REDACTED]. The remuneration committee consists of three members, namely Mr. YING Lei, Mr. Cao and Mr. HU Jie. Mr. YING Lei has been appointed as the chairman of the remuneration committee. The primary duties of the remuneration committee include, but are not limited to, the following:

(a) to make recommendations to the Board on the Company’s policy and structure for all directors’ and senior management’s remuneration and on the establishment of a formal and transparent procedure for developing remuneration policies;
(b) to review and approve the management’s remuneration proposals with reference to the Board’s corporate goals and objectives;

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(c) either:
(i) to determine, with delegated responsibility, the remuneration packages of individual executive directors and senior management of the Company, or
(ii) to make recommendations to the Board on the remuneration packages of individual executive directors and senior management of the Company.

This should, include benefits in kind, pension rights and compensation payments, including any compensation payable for loss or termination of their office or appointment;

(d) to make recommendations to the Board on the remuneration of non-executive directors of the Company;
(e) to consider salaries paid by comparable companies, time commitment and responsibilities, and employment conditions of the Company and its subsidiaries;
(f) to consider the levels of remuneration required to attract and retain the directors to run the Company successfully;
(g) to review and approve compensation payable to executive directors and senior management of the Company for any loss or termination of office or appointment to ensure that it is consistent with contractual terms and is otherwise fair and not excessive;
(h) to review and approve compensation arrangements relating to dismissal or removal of directors for misconduct to ensure that they are consistent with contractual terms and are otherwise reasonable and appropriate; and
(i) to ensure that no director of the Company or any of his or her associates is involved in deciding his or her own remuneration.

Nomination Committee

We have established a nomination committee with written terms of reference in compliance with the Code on Corporate Governance and Corporate Governance Report in Appendix 14 to the [REDACTED]. The nomination committee consists of three members, namely Mr. Duan, Mr. YING Lei and Mr. HU Jie. Mr. Duan has been appointed as the chairman of the nomination committee. The primary duties of the nomination committee include, but are not limited to, the following:

(a) to review the structure, size, composition and diversity (including but not limited to gender, age, cultural and educational background, race, skills, knowledge and experience) of the Board at least annually and make recommendations on any proposed changes to the Board to complement the Company’s corporate strategy;
(b) to identify individuals who are qualified/suitable to become a member of the Board and to select or make recommendations to the Board on the selection of individuals nominated for directorships;
(c) to assess the independence of independent non-executive directors of the Company; and
(d) to make recommendations to the Board on the appointment or re-appointment of directors of the Company and succession planning for directors of the Company, in particular, the chairman and the chief executive of the Company.

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CODE PROVISION A.2.1 OF THE CORPORATE GOVERNANCE CODE

Mr. Duan is the chairman of our Board and the chief executive officer of our Company. With extensive experience in the Internet and mobile value discovery industry, Mr. Duan is responsible for the overall strategic planning and general management of our Group and is instrumental to our growth and business expansion since our establishment. Our Board considers that vesting the roles of chairman and chief executive officer in the same person is beneficial to the management of our Group. The balance of power and authority is ensured by the operation of the senior management and our Board, which comprises experience and high-caliber individuals. Our Board currently comprises four executive Directors (including Mr. Duan) and three independent non-executive Directors and therefore has a fairly strong independence element in its composition.

Save as disclosed above, we are in compliance with all code provisions of the Corporate Governance Code as set out in Appendix 14 to the [REDACTED].

DIRECTORS’ AND SENIOR MANAGEMENT’S REMUNERATION

Our Directors and senior management receive remuneration, including salaries, allowances and benefits in kind, including our contribution to the pension plan on their behalf.

The aggregate amount of remuneration (including basic salaries, housing allowances, other allowances and benefits in kind, contributions to pension plans and discretionary bonuses) incurred by the five highest paid individuals for the years ended December 31, 2015, 2016 and 2017 was approximately US$3.0 million, US$4.7 million and US$4.0 million, respectively.

The aggregate amount of remuneration (including basic salaries, housing allowances, other allowances and benefits in kind, contributions to pension plans and discretionary bonuses) paid to our Directors for the years ended December 31, 2015, 2016 and 2017 was approximately US$2.2 million, US$4.4 million and US$3.5 million, respectively. None of our Directors or senior management waived any remuneration during the aforesaid periods.

No remuneration was paid to our Directors or the five highest paid individuals as an inducement to join, or upon joining, our Group. No compensation was paid to, or receivable by, our Directors or past directors for the Track Record Period for the loss of office as director or any member of our Group or of any other office in connection with the management of the affairs of any member of our Group. None of our Directors waive any emoluments during the same period.

Save as disclosed above, no other payments have been paid or are payable, in respect of the years ended December 31, 2015, 2016 and 2017 by our Company to our Directors or senior management.

Under the arrangements currently in force, our Directors will be entitled to receive remuneration and benefits in kind which, for the year ending December 31, 2018, is expected to be approximately US$1.4 million in aggregate (excluding discretionary bonus).

[REDACTED]

We have appointed [REDACTED] as our [REDACTED] pursuant to Rule 3A. 19 of the [REDACTED]. The [REDACTED] will provide us with guidance and advice as to compliance with the requirements under the [REDACTED] and applicable Hong Kong laws. Pursuant to Rule 3A. 23 of the [REDACTED], the [REDACTED] will advise our Company, among others, in the following circumstances:

(a) before the publication of any regulatory announcement, circular, or financial report;

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(b) where a transaction, which might be a notifiable or connected transaction, is contemplated, including share issues and share repurchases;
(c) where we propose to use the [REDACTED] of the [REDACTED] in a manner different from that detailed in this [REDACTED] or where the business activities, development or results of our Group deviate from any forecast, estimate or other information in this [REDACTED]; and
(d) where the [REDACTED] makes an inquiry to the Company regarding unusual movements in the price or trading volume of its [REDACTED] securities or any other matters in accordance with Rule 13.10 of the [REDACTED].

The term of appointment of the [REDACTED] shall commence on the [REDACTED] and is expected to end on the date on which we comply with Rule 13.46 of the [REDACTED] in respect of our financial results for the first full financial year commencing after the [REDACTED].

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THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED “WARNING” ON THE COVER OF THIS DOCUMENT.

SUBSTANTIAL SHAREHOLDERS

So far as our Directors are aware, immediately following the completion of the [REDACTED] and the [REDACTED] and assuming that the [REDACTED] is not exercised, the following persons will have interests or short positions in our Shares or our underlying Shares which would fall to be disclosed to us under the provisions of Divisions 2 and 3 of Part XV of the SFO, or, will be, directly or indirectly, interested in 10% or more of the nominal value of any class of share capital carrying rights to vote in all circumstances at general meetings of our Company or any other member of our Group:

Name of Shareholder Seamless(1) . . . . . . . . . . . . . . . . . . . . . . . . Guangzhou Mobvista(1). . . . . . . . . . . . . . . . Mr. Duan (2) . . . . . . . . . . . . . . . . . . . . . . .	Capacity / Nature of Interest Beneficial owner Interest in controlled corporation Interest in controlled corporation	Number of Shares held REDACTED REDACTED REDACTED	Approximate percentage of shareholding in our Company
			[REDACTED] [REDACTED] [REDACTED]

Notes:

(1) Seamless holds [REDACTED] Shares in the Company, representing [REDACTED] of the issued share capital of the Company immediately following the completion of the [REDACTED] and the [REDACTED], assuming that the [REDACTED] is not exercised. Seamless is wholly-owned by Guangzhou Mobvista. Therefore, Guangzhou Mobvista is deemed to be interested in the [REDACTED] Shares held by Seamless under the SFO.
(2) Mr. Duan, Guangzhou Huimao and Horgos Duanshi Pearl River Equity Investment Co., Ltd.* (霍爾果斯段氏珠江股權投資有限公司) directly holds 12.94%, 17.97% and 4.20% interest in Guangzhou Mobvista, respectively. The general partner of Guangzhou Huimao Investment Management Center (Limited Partnership) is Guangzhou Huisui, which is owned by Mr. Duan as to 95%; Guangzhou Huisui holds the entire voting and disposition power in Guangzhou Huimao. Therefor, Mr. Duan is deemed to be interested in Guangzhou Huimao’s interest in Guangzhou Mobvista under the SFO. Horgos Duanshi Pearl River Equity Investment Co., Ltd. is wholly-owned by Mr. Duan; therefore, Mr. Duan is deemed to be interested in Horgos Duanshi Pearl River Equity Investment Co., Ltd.’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 [REDACTED] Shares which Guangzhou Mobvista is interested in.

Except as disclosed above, our Directors are not aware of any person who will, immediately following the completion of the [REDACTED] and assuming that the [REDACTED] is not exercised, have an interest or short position in Shares or underlying Shares which would be required to be disclosed to our Company and the [REDACTED] under the provisions of Divisions 2 and 3 of Part XV of the SFO, or, who will be, directly or indirectly, interested in 10% or more of the nominal value of any class of share capital carrying rights to vote in all circumstances at general meetings of any other member of our Group.

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THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED “WARNING” ON THE COVER OF THIS DOCUMENT.

SHARE CAPITAL

AUTHORIZED AND ISSUED SHARE CAPITAL

The authorized share capital of our Company and the share capital of our Company in issue and to be issued as fully paid or credited as fully paid immediately upon the completion of the [REDACTED] and the [REDACTED] are as follows:

ASSUMPTIONS

*Authorized share capital* 10,000,000,000 Shares of US$0.01 each . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . *Shares in issue as of the date of this [REDACTED]* 1,000,001 Shares of US$0.01 each . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . *Shares to be issued pursuant to the [REDACTED]:* [REDACTED] Shares of US$0.01 each . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . *Shares to be issued pursuant to the [REDACTED]:* [REDACTED] Shares of US$0.01 each . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . *Shares in issue immediately following the [REDACTED]:* [REDACTED] Shares of US$0.01 each . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	(Nominal Value))
	US$ 100,000,000.00 [REDACTED] [REDACTED] [REDACTED] [REDACTED]

Authorized share capital
10,000,000,000 Shares of US$0.01 each . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Shares in issue as of the date of this [REDACTED]
1,000,001 Shares of US$0.01 each . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Shares to be issued pursuant to the [REDACTED]:
[REDACTED] Shares of US$0.01 each . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Shares to be issued pursuant to the [REDACTED]:
[REDACTED] Shares of US$0.01 each . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Shares in issue immediately following the [REDACTED]:
[REDACTED] Shares of US$0.01 each . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(Nominal Value))

US$
100,000,000.00
[REDACTED]
[REDACTED]
[REDACTED]
[REDACTED]

The above table assumes that the [REDACTED] becomes unconditional and Shares are issued pursuant to the [REDACTED]. It also assumes that the [REDACTED] is not exercised and does not take into account any Shares which may be issued or repurchased pursuant to the general mandate given to the Directors for issue and allotment of Shares referred to in Appendix IV to this [REDACTED] or the repurchase mandate referred to in Appendix IV to this [REDACTED], as the case may be.

RANKING

The Shares are ordinary shares in our share capital and rank equally with all Shares currently in issue and, in particular, will rank in full for all dividends or other distributions declared, made or paid on the Shares in respect of a record date which falls after the date of this [REDACTED].

[REDACTED]

Pursuant to the written resolutions of our Shareholders passed on [●], 2018, and subject to the share premium account of our Company being credited by an amount of US$[REDACTED] as a result of the issue of [REDACTED] pursuant to the [REDACTED], our Directors are authorized to allot and issue a total of [REDACTED] Shares credited as fully paid at par on [REDACTED] to the holders of Shares, on the register of members of our Company in the Cayman Islands at the close of business on the business day preceding the [REDACTED], in proportion to their existing respective shareholdings in our Company by capitalizing the sum of US$[REDACTED] from the share premium account of our Company (save that no holder of Shares shall be entitled to be allotted or issued any fraction of a Share). The Shares allotted and issued pursuant to the [REDACTED] will rank pari passu in all respects with the existing issued Shares.

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SHARE CAPITAL

CIRCUMSTANCES UNDER WHICH GENERAL MEETING AND CLASS MEETINGS ARE REQUIRED

Pursuant to the Companies Law and the terms of the Memorandum and Articles of Association, our Company may from time to time by ordinary resolution of shareholders (i) increase its capital; (ii) consolidate and divide its capital into Shares of larger amount; (iii) subdivide its Shares into Shares of smaller amount; and (iv) cancel any Shares which have not been taken or agreed to be taken. In addition, our Company may, subject to the provisions of the Companies Law, reduce its share capital or capital redemption reserve by its shareholders passing a special resolution. See “Summary of the Constitution of the Company and Cayman Companies Law — 2. Articles of Association — 2.5 Alteration of capital” in Appendix III to this [REDACTED].

Further, our Company will also hold general meetings from time to time as may be required under the Articles, a summary of which is set out in the section headed “Summary of the Constitution of the Company and Cayman Companies Law” in Appendix III to this [REDACTED].

GENERAL MANDATE TO ISSUE SHARES

Conditional on the [REDACTED] becoming unconditional, our Directors have been granted a general unconditional mandate to allot, issue and deal with the Shares (otherwise than pursuant to, or in consequence of, the [REDACTED], a rights issue or the exercise of any options or any scrip dividend scheme or similar arrangements, any adjustment of rights to [REDACTED] for Shares under options and warrants or a special authority granted by our shareholders) with an aggregate nominal value of not more than the sum of:

20% of the aggregate nominal value of our share capital in issue immediately following the completion of the [REDACTED] (excluding any Shares which may be issued pursuant to the exercise of the [REDACTED]); and
the aggregate nominal value of our share capital repurchased by us (if any) under the general mandate to repurchase Shares referred to below.

This general mandate to issue Shares will remain in effect until:

the conclusion of our next annual general meeting;
the expiration of the period within which our next annual general meeting is required by any applicable law or the Articles of Association to be held; or
it is varied or revoked by an ordinary resolution of our shareholders in general meeting, whichever is the earliest.

Particulars of this general mandate to allot, issue and deal with Shares are set forth under “Statutory and General Information — A. Further Information about our Company — 6. Resolutions of our shareholders dated [●]” in Appendix IV to this [REDACTED].

REPURCHASE MANDATE

Conditional on the [REDACTED] becoming unconditional, our Directors have been granted a general unconditional mandate to exercise all our powers to repurchase Shares (Shares which may be [REDACTED] on the [REDACTED]) with a total nominal value of not more 10% of the aggregate nominal value of our share capital in issue immediately following the completion of the [REDACTED] and the [REDACTED] (without taking into account any Shares to be issued upon the exercise of the [REDACTED]).

This mandate only relates to repurchases made on the [REDACTED], or on any other [REDACTED] on which the Shares are [REDACTED] (and which is recognized by the SFC and the [REDACTED] for this purpose), and made in accordance with all applicable laws and the requirements of the [REDACTED]. A summary of the relevant [REDACTED] is set out in “Statutory and General Information — A. Further Information about our Company — 6. Resolutions of our Shareholders dated [●]” in Appendix IV to this [REDACTED].

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THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED “WARNING” ON THE COVER OF THIS DOCUMENT.

SHARE CAPITAL

The general mandate to repurchase Shares will remain in effect until:

the conclusion of our next annual general meeting;
the expiration of the period within which our next annual general meeting is required by any applicable law or the Articles of Association to be held; or
it is varied or revoked by an ordinary resolution of our shareholders in general meeting, whichever is the earliest.

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FINANCIAL INFORMATION

You should read the following discussion and analysis with our audited combined financial information, including the notes thereto, included in the Accountant’s Report in Appendix I to this [REDACTED]. Our combined financial information has been prepared in accordance with IFRS, which may differ in material aspects from generally accepted accounting principles in other jurisdictions, including the United States.

The following discussion and analysis contains forward-looking statements that reflect our current views with respect to future events and financial performance. These statements are based on our assumptions and analysis in light of our experience and perception of historical trends, current conditions and expected future developments, as well as other factors we believe are appropriate under the circumstances. However, whether actual outcomes and developments will meet our expectations and predictions depends on a number of risks and uncertainties. In evaluating our business, you should carefully consider the information provided in this [REDACTED], including the sections headed “Risk Factors” and “Business” in this [REDACTED].

OVERVIEW

We are a leading global third-party mobile value discovery platform that provides user acquisition, monetization and mobile analytics solutions to app developers globally. We provide user acquisition solutions to app developers as advertisers to help them discover new users through precise ad viewer targeting and cost-efficient advertising. We provide monetization solutions to apps developers as media publishers to them to help them discover advertising budgets and the right types of advertising content for their users. We also provide mobile analytics solutions through GameAnalytics, our mobile analytics SaaS platform providing comprehensive game data analytical tools for game developers.

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FINANCIAL INFORMATION

increased from US$167.2 million in 2015 to US$313.0 million in 2017, representing a CAGR of 36.8%. Our adjusted EBITDA increased from US$13.9 million in 2015 to US$35.7 million in 2017, representing a CAGR of 60.5%. Our profit increased from US$8.7 million in 2015 to US$27.3 million in 2017, representing a CAGR of 77.1%.

BASIS OF PRESENTATION

Pursuant to the group reorganization, our Company became the holding company of the companies now comprising our Group. For details of our reorganization, see “History and Corporate Structure” in this [REDACTED]. In connection with the reorganization, Guangzhou Mobvista Group (who controls us through its holding vehicle and our controlling shareholder Seamless) assigned mobile advertising businesses carried out by Guangzhou Ruisou, Shenzhen Huirui and Beijing Huiju Shanhe (entities outside of our Group but under common control by Guangzhou Mobvista Group) to Mobvista Technology, one of our wholly-owned PRC subsidiaries. The assignment was accounted for as business combinations under common control because the combining entities or businesses were controlled by Guangzhou Mobvista Group before and after the assignment, and as such the historical financial information of our Group include the combined results of Guangzhou Ruisou, Shenzhen Huirui and Beijing Huiju Shanhe as if the combined group had been in existence throughout the Track Record Period or since the date when they first came under common control, in accordance with applicable IFRS issued by the International Accounting Standards Board. The historical financial information also complies with the applicable disclosure provisions of the [REDACTED]. In addition, while certain assets and liabilities associated with Guangzhou Ruisou, Shenzhen Huirui and Beijing Huiju Shanhe have been included in our Group’s combined statements of financial position as of December 31, 2015, 2016 and 2017, they were not considered strategically complementary to our technology-focused business after the business assignment. As such, these assets and liabilities were reflected as a deemed distribution to Guangzhou Mobvista Group on May 31, 2018. These assets and liabilities primarily include bank loans, restricted cash and deposits and prepayments related to the purchase of property, deferred tax assets, cash and cash equivalents, and amounts due to and from related parties associated with Guangzhou Ruisou, Shenzhen Huirui and Beijing Huiju Shanhe. Total net assets of US$31.8 million were reflected as a deemed distribution to Guangzhou Mobvistsa Group on May 31, 2018. For details of the basis of presentation, see Note 1.2 of the Accountants’ Report set out in Appendix I to this [REDACTED].

MAJOR FACTORS AFFECTING OUR RESULTS OF OPERATIONS

We believe our results of operations have been, and will continue to be affected by a number of key factors, including the following:

Growth of the Mobile Advertising Industry

The growth of our business has been in part driven by the overall growth of the mobile advertising industry. According to the iResearch Report, global total mobile advertising spending and its proportion of total media advertising spending have witnessed significant growth in recent years. For the years ended December 31, 2015, 2016 and 2017, our revenues generated from our mobile advertising solutions reached US$158.3 million, US$267.6 million and US$312.0 million, respectively. According to the iResearch Report, the total mobile advertising spending will continue its growth and we believe it will continue to increase demand for our user acquisition solutions. However, if the mobile advertising industry develops or grows more slowly than expected, our historical growth may not be indicative of our future performance.

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FINANCIAL INFORMATION

Programmatic Advertising Solutions

We have strategically focused on programmatic advertising since 2016, and grown our revenues from programmatic advertising from US$11.7 million in 2015 to US$114.4 million in 2017. According to the iResearch Report, spending on programmatic advertising by app developer advertisers and the penetration rate of programmatic ads have increased significantly in recent years and are expected to continue to grow. We believe we are well-positioned to capture the opportunities in the programmatic marketing sector and programmatic advertising revenues will continue to drive our overall revenue growth. However, programmatic advertising solutions require us to incur higher server costs than do traditional advertising solutions. During the Track Record Period, programmatic advertising server costs as a percentage of our programmatic advertising solutions revenues increased from 3.1% in 2015 to 5.3% in 2016 and further to 8.5% in 2017. We will therefore need to continually implement improvements in the technology underlying our programmatic advertising solutions in order to maintain our profit margins.

Advertiser Base and Mobile Advertising Spending of Advertisers

Our results of operations are affected by the quality, size and diversity of our advertiser base and the spending of each advertiser.

We have rapidly grown our advertiser base, and our ecosystem now includes a sizeable global base of app developers as advertisers. We believe the size, diversity and quality of our advertiser base has enabled us to grow our revenues and position for continued sustainable growth. In particular, our advertiser base is driven by top apps and high retention rates. In 2015, our top 200 app advertisers contributed 98.7% of our advertising revenues, and 85.5% of them were still our advertisers in 2016, contributing 56.8% of our advertising revenues. Similarly, in 2016, our top 200 app advertisers contributed 86.1% of our advertising revenues, and 85.0% of them remained our advertisers in 2017, contributing 66.9% of our advertising revenues. Additionally, our advertiser base is diversified geographically and by app type. As of December 31, 2017, our advertiser base covered over 60 countries and regions globally and comprises a variety of app developers, including those for game, content and social, e-commerce and lifestyle apps.

In addition, our ability to increase mobile advertising spending of advertisers on our platform hinges upon a number of key factors, including (i) our insights on the latest market trends to capture the advertisers’ evolving user acquisition needs; (ii) our continuous innovation of our know-how and technologies to provide increasingly precise and targeted advertising solutions; and (iii) our capabilities to apply our know-how and technologies to our solution deliveries in response to the market trends, thereby maximizing our advertisers’ ROI and increasing their stickiness to us in the long run.

Supply of Ad Inventory by Publishers

Although we derive substantially all of our revenues from our user acquisition solutions and the cost of acquiring ad inventory represents a component of our costs of sales, our results of operation are also affected by the types of media publishers that utilize our monetization solutions and the ad inventory available from such publishers. We require access to comprehensive ad inventory from a variety of media publishers in order to meet the needs of our advertisers, which ultimately drives our revenues. In order to gain access to publishers and their ad inventories, our monetization solutions must effectively enable publishers search for appropriate ad contents to match their ad inventories. Therefore, if we are unable to effectively meet publishers’ monetization needs, we may not be able to offer effective user acquisition solutions.

Improvements in Technology

Our results of operations significantly depend upon our technology capabilities and innovation, including our big data and AI capabilities and the strength of our IT infrastructure. For our mobile advertising solutions, our ability to develop and apply improved technologies directly affects our ability to achieve better user acquisition performance for our advertisers’ ads and greater monetization efficiency for our media

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FINANCIAL INFORMATION

publishers, and in turn generate revenues from our mobile advertising solutions. During the Track Record Period, Mintegral, our AI-driven programmatic advertising and monetization platform, was a key driver of our revenues. We expect that future technological improvements to Mintegral will increase our ability to precisely targeting our programmatic advertising and continue to drive our revenue growth.

Operationally, our ability to improve our IT infrastructure will impact our ability to reduce our operating costs, and thereby improve our overall financial performance. For example, we have implemented auto-scaling features into our IT infrastructure which enable us to dynamically manage our server costs in line with shifting traffic. In addition, our ability to automate parts of the mobile advertising process has improved our operating efficiency.

We are dedicated to investing in research and development to continuously improve our technology. For the years ended December 31, 2015, 2016 and 2017, our total research and development expenses amounted to US$2.3 million, US$7.4 million and US$18.9 million, respectively, focusing primarily on Mintegral platform and our IT infrastructure.

Cost of Talent

We believe our future success depends on our ability to attract, hire, retain and motivate highly skilled employees. In particular, experienced AI experts are critical for creating AI algorithms for our AI machine learning models and the continued development of our technology capabilities depends on the expertise of technology team. Similarly, our continuing global expansion requires more selling and marketing talent with deep understanding of various local markets. Competition for highly skilled and experienced professionals is extremely intense, which has and may continue to increase our costs to attract and retain talented employees. During the Track Record Period, our staff costs amounted to US$8.5 million, US$24.5 million and US$37.7 million, respectively, accounting for 5.1%, 8.6% and 12.0% of our total revenues in 2015, 2016 and 2017, respectively. If we fail to effectively hire and retain high-quality talent, or otherwise manage our staff costs, our business and results of operations will be adversely affected.

CRITICAL ACCOUNTING POLICIES, JUDGMENTS AND ESTIMATES

We prepare our combined financial information in accordance with IFRS, which requires us to make judgments, estimates and assumptions that affect the reported amounts of assets and liabilities on the date of the combined financial information and the reported amounts of revenue and expenses during the financial reporting period. We continually evaluate these estimates and assumptions based on the most recently available information, our own historical experience and various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Because the use of estimates is an integral component of the financial reporting process, actual results could differ from those estimates. We consider our revenue recognition policy discussed below to be critical to an understanding of our combined financial information as its application places the most significant demands on our management’s judgment. For details of our other significant accounting policies, see Note 2 in the Accountants’ Report in Appendix I to this [REDACTED].

Revenue Recognition

We utilize a combination of pricing models and recognize revenue from the provision of mobile advertising solutions when the related solutions are delivered based on the specific terms of the contract, which are commonly based on specified actions, namely CPA and related campaign budgets, depending on the advertisers’ preferences and their campaigns launched. We recognize revenue on a CPA basis once agreed actions, including downloads, activations and registrations, are performed.

We have determined we act as the principal of these arrangements and therefore recognize revenue earned and costs incurred related to these transactions on a gross basis. While none of the factors individually are considered presumptive or determinative, we have determined that we act as the principal because we are

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FINANCIAL INFORMATION

the primary obligor and are responsible for (i) identifying and contracting with third-party advertisers which we view as customers; (ii) identifying mobile publishers to provide mobile spaces where we view the mobile publishers as suppliers; (iii) establishing the selling prices of CPA pricing model; (iv) performing all billing and collection activities, including retaining credit risk; and (v) bearing sole responsibility for fulfillment of the advertising.

In certain arrangements of our mobile advertising solutions, we act as an agent, rather than a principal. In determining whether we are a principal or an agent in the provision of mobile advertising solutions requires judgements and considerations of all relevant factors and circumstances. We are a principal in a transaction if we obtain control of services provided before the services are transferred to customers. If the control is unclear, when we are primarily obligated in a transaction and have latitude in establishing prices and selecting publishers, or have several but not all of these indicators. Otherwise, we record the net amount earned as commissions from the services provided.

COMBINED STATEMENTS OF PROFIT OR LOSS

The following table sets forth a summary of our combined statements of profit or loss for the periods indicated:

For	the Year Ended December	31,	31,
2015 US$ % (US$ in 167,207 100.0 (144,361) (86.3) 22,846 13.7 (1,379) (0.8) (2,339) (1.4) (8,850) (5.3) 13 0.01 10,291 6.2 (100) 0.1 10,191 6.1 (1,480) (0.9) 8,711 5.2 13,867 8.3	2016 2017 US$ % US$ % thousands, except for percentage) 283,923 100.0 312,956 100.0 (214,848) (75.7) (230,097) (73.5) 69,075 24.3 82,859 26.5 (4,489) (1.6) (6,443) (2.1) (7,359) (2.6) (18,934) (6.1) (34,885) (12.3) (28,682) (9.2) 584 0.2 1,804 0.6 22,926 8.1 30,604 9.8 (759) (0.3) (189) (0.1) 22,167 7.8 30,415 9.7 (2,386) (0.8) (3,095) (1.0) 19,781 7.0 27,320 8.7 30,050 10.6 35,729 11.4	2017
US$ 167,207 (144,361) 22,846 (1,379) (2,339) (8,850) 13 10,291 (100) 10,191 (1,480) 8,711 13,867			%
			100.0 (73.5) 26.5 (2.1) (6.1) (9.2) 0.6 9.8 (0.1) 9.7 (1.0) 8.7 11.4

Notes:

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FINANCIAL INFORMATION

DESCRIPTION OF MAJOR COMPONENTS OF OUR RESULTS OF OPERATIONS

Revenues

For the years ended December 31, 2015, 2016 and 2017, we generated total revenues of US$167.2 million, US$283.9 million and US$313.0 million, respectively.

Substantially all of our revenues during the Track Record Period were derived from our mobile advertising solutions. We also had revenues from our legacy game publishing operations, but such revenues only contributed 0.3% of our total revenues in 2017. The following table sets forth a breakdown of our revenues by type of service for the periods indicated:

For	the Year Ended December	31,	31,
2015 US$ % (US$ in 158,253 94.6 8,954 5.4 167,207 100.0	2016 2017 US$ % US$ % thousands, except for percentage) 267,592 94.2 312,044 99.7 16,331 5.8 912 0.3 283,923 100.0 312,956 100.0	2017
US$ 158,253 8,954 167,207			%
			99.7 0.3 100.0

Revenues from Mobile Advertising Solutions

Revenues generated from our mobile advertising solutions contributed substantially all of our total revenues during the Track Record Period, accounting for 94.6%, 94.2% and 99.7%, respectively, of our total revenues for the years ended December 31, 2015, 2016 and 2017.

We enter into agreements with advertisers or advertising agencies for their advertisements to be placed in ad inventories provided by media publishers we identify, primarily on a CPA basis. For details, see “Business — Our Solutions — Mobile User Acquisition Solutions for Advertisers” in this [REDACTED]. Our advertising customers use our solutions to acquire users by advertising on a variety of media. We provide our use acquisition solutions to game apps, content and social apps, e-commerce apps, utility apps, lifestyle apps and others. The following table sets forth a breakdown of our mobile advertising solutions revenues by app type for the periods indicated:

For	the Year Ended December	31,	31,
2015 US$ % (US$ in 20,522 13.0 12,285 7.8 12,969 8.2 101,484 64.1 3,823 2.4 7,169 4.5 158,253 100.0	2016 2017 US$ % US$ % thousands, except for percentage) 72,085 26.9 113,443 36.4 41,364 15.5 56,319 18.0 37,666 14.1 51,215 16.4 73,019 27.3 47,364 15.2 25,973 9.7 24,085 7.7 17,484 6.5 19,618 6.3 267,592 100.0 312,044 100.0	2017
US$ 20,522 12,285 12,969 101,484 3,823 7,169 158,253			%
			36.4 18.0 16.4 15.2 7.7 6.3 100.0

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FINANCIAL INFORMATION

We have a relatively diverse geographical contribution of our revenues with advertisers from Greater China, the Americas, Southeast Asia and Europe contributing 44.9%, 19.8%, 9.4% and 6.6% of our total revenues for the year ended December 31, 2017, respectively. The following table sets forth a breakdown of our mobile advertising solutions revenues by geographic region for the periods indicated:

For	the Year Ended December	31,	31,
2015 US$ % (US$ in 122,047 77.1 9,324 5.9 5,806 3.7 4,783 3.0 12,995 8.2 3,297 2.1 158,253 100.0	2016 2017 US$ % US$ % thousands, except for percentage) 135,279 50.6 140,076 44.9 49,957 18.7 61,681 19.8 15,509 5.8 29,371 9.4 17,936 6.7 20,510 6.6 30,327 11.3 41,904 13.4 18,584 6.9 18,502 5.9 267,592 100.0 312,044 100.0	2017
US$ 122,047 9,324 5,806 4,783 12,995 3,297 158,253			%
			44.9 19.8 9.4 6.6 13.4 5.9 100.0

Notes:

(1) Includes PRC, Hong Kong, Macau and Taiwan.

(2) Primarily includes United States and Canada.

(3) Includes Singapore, Vietnam, Indonesia, Thailand, Malaysia, Cambodia, Myanmar and Philippines.

(4) Primarily includes United Kingdom, Switzerland, Germany, Netherland, Spain, France, Italy and Ireland.

(5) Includes other countries and regions in Asia, excluding Southeast Asia and Greater China.

(6) Primarily includes Argentina, Cyprus and Armenia.

We gain access to ad inventories from a variety of media through programmatic and non-programmatic purchases on behalf of our advertisers in response to their user acquisition needs. The following table sets forth a breakdown of our mobile advertising revenues by purchasing model for the periods indicated:

For	the Year Ended December	31,	31,
2015 US$ % (US$ in 11,687 7.4 146,566 92.6 158,253 100.0	2016 2017 US$ % US$ % thousands, except for percentage) 79,976 29.9 114,376 36.7 187,616 70.1 197,668 63.3 267,592 100.0 312,044 100.0	2017
US$ 11,687 146,566 158,253			%
			36.7 63.3 100.0

Revenues from Game Publishing

Historically, we published and operated third-party developed and licensed games overseas by ourselves or through cooperation with local publishers. Revenues generated from game publishing was primarily derived from sales of in-game virtual items. For the years ended December 31, 2015, 2016 and 2017, our revenues generated from game publishing accounted for 5.4%, 5.8% and 0.3% of our total revenues, respectively. We expect our legacy game publishing revenues to further decrease as we have strategically ramped down game publishing and focused solely on mobile advertising solutions since the fourth quarter of 2016.

Costs of Sales

Our costs of sales primarily consist of traffic acquisition costs and server costs. Traffic acquisition costs represent the costs of ad inventories we purchase from publishers. Our traffic acquisition costs may vary due

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FINANCIAL INFORMATION

to a number of factors, including the geographic origin of traffic, targeted audience of the traffic, and the scale of traffic. Server costs primarily represent cloud service fees and other network-related service fees incurred directly in connection with our mobile advertising solutions. Various factors may also affect our server costs, such as the amount of data we store and process, the system architecture we adopt and the complexity of algorithms we use.

For the years ended December 31, 2015, 2016 and 2017, our costs of sales for our mobile advertising solutions amounted to US$137.1 million, US$199.2 million and US$229.4 million, respectively, and our costs of sales for our game publishing amounted to US$7.3 million, US$15.6 million and US$0.7 million, respectively. The following table sets forth a breakdown of our total costs of sales by type of service for the periods indicated:

For	the Year Ended December	31,	31,
2015 US$ % (US$ in 12,482 8.6 362 0.3 12,844 8.9 123,851 85.8 379 0.3 124,230 86.1 137,074 95.0 7,287 5.0 144,361 100.0	2016 2017 US$ % US$ % thousands, except for percentage) 46,250 21.5 69,792 30.3 4,236 2.0 9,708 4.2 50,486 23.5 79,500 34.6 146,939 68.4 145,725 63.3 1,816 0.8 4,161 1.8 148,755 69.2 149,886 65.1 199,241 92.7 229,386 99.7 15,607 7.3 711 0.3 214,848 100.0 230,097 100.0	2017
US$ 12,482 362 12,844 123,851 379 124,230 137,074 7,287 144,361			%
			30.3 4.2 34.6 63.3 1.8 65.1 99.7 0.3 100.0

Gross Profit and Gross Profit Margin

For the years ended December 31, 2015, 2016 and 2017, our gross profit was US$22.8 million, US$69.1 million and US$82.9 million, respectively. For the years ended December 31, 2015, 2016 and 2017, our gross profit margin was 13.7%, 24.3% and 26.5%, respectively.

The following table sets forth our gross profit and gross profit margin by type of service for the periods indicated:

For the Year Ended December 31,	For the Year Ended December 31,	For the Year Ended December 31,	For the Year Ended December 31,
2015 2016 2017 Gross profit Gross profit margin (%) Gross profit Gross profit margin (%) Gross profit Gross profit margin (%) (US$ in thousands, except for percentage) 21,179 13.4 68,351 25.5 82,658 26.5 1,667 18.6 724 4.4 201 22.0 22,846 13.7 69,075 24.3 82,859 26.5	2017
Gross profit 21,179 1,667 22,846		Gross profit margin (%)
			26.5 22.0 26.5

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Selling and Marketing Expenses

Our selling and marketing expenses primarily consist of (i) employee benefit expenses, (ii) advertising and promotion expenses and (iii) travel and business development expenses. Our employee benefit expenses mainly include salaries, social security and housing benefits for our selling and marketing personnel. The following table sets forth a breakdown of our total selling and marketing expenses for the periods indicated:

For	the Year Ended December	31,	31,
2015 US$ % (US$ in 354 25.7 542 39.3 467 33.9 16 1.2 1,379 100.0	2016 2017 US$ % US$ % thousands, except for percentage) 2,507 55.8 4,559 70.8 878 19.6 935 14.5 1,085 24.2 860 13.3 19 0.4 89 1.4 4,489 100.0 6,443 100.0	2017
US$ 354 542 467 16 1,379			%
			70.8 14.5 13.3 1.4 100.0

Note:

(1) Others primarily include depreciation and amortization.

Research and Development Expenses

Our research and development expenses primarily consist of (i) employee benefit expenses, (ii) technical service fees, and (iii) travel and communication expenses. Employee benefit expenses mainly include salaries, social security and housing benefits for our research and development teams. Technical service fees mainly represent costs of servers in connection with our research and development. The following table sets forth a breakdown of our total research and development expenses for the periods indicated:

For	the Year Ended December	31,	31,
2015 US$ % (US$ in 1,397 59.7 811 34.7 123 5.3 8 0.3 2,339 100.0	2016 2017 US$ % US$ % thousands, except for percentage) 6,160 83.7 15,184 80.2 844 11.5 2,759 14.6 305 4.1 647 3.4 50 0.7 344 1.8 7,359 100.0 18,934 100.0	2017
US$ 1,397 811 123 8 2,339			%
			80.2 14.6 3.4 1.8 100.0

Note:

(1) Others primarily include depreciation and amortization.

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General and Administrative Expenses

Our general and administrative expenses primarily consist of (i) employee benefit expenses, (ii) travel and general office expenses, (iii) impairment losses on assets and (iv) consulting and professional service fees. Employee benefit expenses mainly include salaries, social security, housing benefits and share-based compensation expenses for our management, finance and accounting and human resources personnel. General office expenses primarily include rent, utilities, maintenance and other office expenses. Impairment losses on assets primarily include impairment losses on trade receivables and intangible assets. Consulting and professional service fees primarily include fees we pay for legal, financial, auditing, human resources-related and other consulting services during the ordinary course of our business. The following table sets forth a breakdown of our total general and administrative expenses for the periods indicated:

For	the Year Ended December	31,	31,
2015 US$ % (US$ in 6,430 72.7 946 10.7 597 6.7 522 5.9 355 4.0 8,850 100.0	2016 2017 US$ % US$ % thousands, except for percentage) 15,317 43.9 16,821 58.6 4,376 12.5 6,795 23.7 12,758 36.6 1,302 4.5 640 1.8 1,290 4.5 1,794 5.1 2,474 8.6 34,885 100.0 28,682 100.0	2017
US$ 6,430 946 597 522 355 8,850			%
			58.6 23.7 4.5 4.5 8.6 100.0

Note:

(1) Others primarily include depreciation and amortization and service charges.

Other Net Income

Other net income primarily consist of (i) interest income, (ii) net foreign exchange gain or loss, (iii) gain on disposal of available-for-sale investments, and (iv) government grants. The following table sets forth a breakdown of our total other net income for the periods indicated:

For	the Year Ended December	31,	31,
2015 US$ % (US$ in 3 23.1 10 76.9 — — — — — — 13 100.0	2016 2017 US$ % US$ % thousands, except for percentage) 292 50.0 585 32.4 95 16.3 (213) (11.8) — — 892 49.4 16 2.7 302 16.7 181 31.0 238 13.2 584 100.0 1,804 100.0	2017
US$ 3 10 — — — 13			%
			32.4 (11.8) 49.4 16.7 13.2 100.0

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Finance Costs

Finance costs primarily consist of interest expenses on bank loans. For the years ended December 31, 2015, 2016 and 2017, we incurred finance costs of US$100,000, US$759,000 and US$189,000, respectively.

Income Tax Expenses

Our income tax expenses consist of current income tax and deferred income tax. For the years ended December 31, 2015, 2016 and 2017, we recorded income tax expenses of US$1.5 million, US$2.4 million and US$3.1 million, respectively. The following table sets forth the breakdown of our income tax expenses for the periods indicated:

Current income tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Deferred income tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		For the Year Ended December 31,	For the Year Ended December 31,	For the Year Ended December 31,
		2015 2016 (US$ in thousands) 3,149 5,169 (1,669) (2,783) 1,480 2,386		2017
				6,064 (2,969) 3,095

Our effective income tax rate, calculated by dividing total income tax expenses by profit before taxation, was 14.5%, 10.8% and 10.2% for the years ended December 31, 2015, 2016 and 2017, respectively. During the Track Record Period, we paid all relevant taxes that were due and applicable to us and had no disputes or unresolved tax issues with relevant tax authorities.

We are subject to various rates of income tax under different jurisdictions. The following summarizes certain tax laws and regulations applicable to us in the Cayman Islands, BVI, Hong Kong, Singapore, United States and PRC.

Cayman Islands, the Seychelles and BVI

We are incorporated in the Cayman Islands as an exempted company with limited liability under the Cayman Companies Law and accordingly are not subject income tax. Our subsidiaries incorporated in the Seychelles and BVI are not subject to tax on income or capital gains.

Hong Kong

Hong Kong profits tax rate was 16.5% on our assessable profits during the Track Record Period, based on existing legislation, interpretation and practices in respect thereof.

Singapore

The income tax provision for our entity in Singapore was calculated at effective tax rate of 17% on our assessable profits during the Track Record Period, based on the existing legislation, interpretation and practices in respect thereof.

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United States

USCore, Inc., our subsidiary in the United States, was subject to federal income tax rate of 34% in the United States during the Track Record Period. Due to the U.S. Tax Cuts and Jobs Acts, the federal income tax rate of USCore, Inc. was reduced to 21% effective on January 1, 2018. In addition, in accordance with applicable U.S. federal and state laws, USCore, Inc. is also subject to taxation in various states in the United States.

PRC

Under the PRC Enterprise Income Tax Law effective from January 1, 2008, our PRC subsidiaries are subject to enterprise income tax (“ EIT ”) at the statutory rate of 25%, absent preferential tax treatments available to qualified enterprises in certain encouraged sectors of the economy. Mobvista Technology, one of our subsidiaries in PRC, was approved as High and New Technology Enterprise, and accordingly, entitled to a preferential EIT rate of 15% commencing from 2017 according to the applicable EIT Law.

Pursuant to the EIT Law, a 10% withholding tax is levied on dividends declared to foreign investors from China effective from January 1, 2008. The withholding tax rate may be lowered to a minimum of 5% if there is a tax arrangement between PRC and the jurisdiction of the foreign investors.

According to the relevant laws and regulations promulgated by the State Tax Bureau of the PRC that was effective from 2008 onwards, enterprises engaging in research and development activities are entitled to claim 150% of their research and development expenses incurred as tax deductible expenses when determining their assessable profits for that year.

Profit for the year

Our profit for the year amounted to US$8.7 million, US$19.8 million and US$27.3 million, respectively for the years ended December 31, 2015, 2016 and 2017.

NON-IFRS MEASURES

To supplement our combined financial statements presented in accordance with IFRS, we also use non-IFRS measures, namely EBITDA and adjusted EBITDA, as an additional financial measure, which are not required by or presented in accordance with IFRS. We believe that such non-IFRS measures facilitate comparisons of operating performance from period to period by eliminating potential impacts of items that our management does not consider to be indicative of our operating performance. We believe that such measures provide useful information to [REDACTED] and others in understanding and evaluating our combined results of operations in the same manner as it helps our management. However, our presentation of EBITDA and adjusted EBITDA may not be comparable to similarly titled measures presented by other companies. The use of such non-IFRS measure has limitations as an analytical tool, and you should not consider it in isolation from, or as substitute for analysis of, our results of operations or financial conditions as reported under IFRS.

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FINANCIAL INFORMATION

We define adjusted EBITDA as EBITDA (which is profit from operations plus depreciation and amortization expenses) for the year adjusted by adding share-based compensation expenses and one-off expenses related to acquisitions.

For	the Year Ended December	31,	31,
2015 US$ % (US$ in 10,291 6.2 77 0.05 583 0.3 10,951 6.5 2,916 1.7 — — 13,867 8.3	2016 2017 US$ % US$ % thousands, except for percentage) 22,926 8.1 30,604 9.8 342 0.1 635 0.2 2,007 0.7 813 0.3 25,275 8.9 32,052 10.2 4,459 1.6 3,230 1.0 316 0.1 447 0.1 30,050 10.6 35,729 11.4	2017
US$ 10,291 77 583 10,951 2,916 — 13,867			%
			9.8 0.2 0.3 10.2 1.0 0.1 11.4

YEAR-TO-YEAR COMPARISON OF RESULTS OF OPERATIONS

Year Ended December 31, 2017 Compared to Year Ended December 31, 2016

Revenues

Our revenues increased by 10.2% from US$283.9 million in 2016 to US$313.0 million in 2017. This increase was primarily due to an increase of US$44.5 million in revenues generated from our mobile advertising solutions, partially offset by a decrease of US$15.4 million in revenues from game publishing.

Our revenues generated from mobile advertising solutions increased by 16.6% from US$267.6 million in 2016 to US$312.0 million in 2017, primarily driven by an increase of US$41.4 million in revenues generated from game apps resulting from our strategic decision to develop our solutions for the genre, and the general rising user acquisition needs of mobile game apps developers expanding globally. Our revenues from programmatic advertising increased from US$80.0 million in 2016 to US$114.4 million in 2017, driven by our continuous development of our Mintegral platform and improved technological capabilities in programmatic advertising, as well as the growing penetration rate of programmatic ads in the global mobile advertising market in 2017.

Our revenues generated from game publishing decreased by 94.4% from US$16.3 million in 2016 to US$0.9 million in 2017, which was in line with our strategic plan in 2016 to gradually ramp down game publishing operations and focus solely on mobile advertising solutions.

Costs of Sales

Our costs of sales increased by 7.1% from US$214.8 million in 2016 to US$230.1 million in 2017, primarily due to an increase in costs of sales of mobile advertising solutions, partially offset by a decrease in costs of sales for game publishing.

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Our costs of sales for mobile advertising solutions increased by 15.1% from US$199.2 million in 2016 to US$229.4 million in 2017, primarily due to (i) an increase of US$22.3 million in traffic acquisition costs, as we proactively sourced a higher volume of programmatic traffic including higher quality traffic to better serve our advertisers’ evolving needs; and (ii) an increase of US$7.8 million in server costs attributable to the growing number and sophistication of servers we utilize and the increasingly complex algorithms required to further develop our programmatic advertising solutions.

Our costs of sales for game publishing decreased by 95.4% from US$15.6 million in 2016 to US$0.7 million in 2017, as we gradually ramped down game publishing operations in the fourth quarter of 2016.

Gross Profit and Gross Profit Margin

As a result of the foregoing, our gross profit increased by 20.0% from US$69.1 million in 2016 to US$82.9 million in 2017 and our gross profit margin increased from 24.3% in 2016 to 26.5% in 2017. Our gross profit margin for mobile advertising solutions increased from 25.5% in 2016 to 26.5% in 2017.

Selling and Marketing Expenses

Our selling and marketing expenses increased by 43.5% from US$4.5 million in 2016 to US$6.4 million in 2017, primarily due to an increase of US$2.1 million in employee benefit expenses as a result of increased headcount and salaries for our selling and marketing personnel to accommodate our efforts to expand our presence in both domestic and overseas markets.

Research and Development Expenses

Our research and development expenses increased by 157.3% from US$7.4 million in 2016 to US$18.9 million in 2017, primarily due to (i) an increase of US$9.0 million in employee benefit expenses as a result of increased headcount and salaries for our research and development experts and new talent hires, particularly those focused on big data processing, AI model optimization and internal IT infrastructure upgrades; and (ii) an increase of US$1.9 million in technical service fees for servers facilitating our AI model building and algorithm programming.

General and Administrative Expenses

Our general and administrative expenses decreased by 17.8% from US$34.9 million in 2016 to US$28.7 million in 2017, primarily due to a decrease of US$11.5 million in impairment losses on assets, as we incurred one-time impairment losses on assets in 2016. The one-time impairment losses on assets consist of (i) impairment losses on trade receivables of approximately US$7.2 million in provisions we made for doubtful debts with one of our customers in 2016, and (ii) impairment losses on intangible assets of approximately US$1.7 million on an interactive programmatic platform we acquired as part of our acquisition of nativeX, LLC.

The decrease in general and administrative expenses was partially offset by an (i) an increase of US$2.4 million in travel and general office expenses, primarily due to increased rent and expenses relating to our newly established overseas offices in 2017, and (ii) increase of US$1.5 million in employee benefit expenses as a result of increased headcount and salaries for our administrative personnel.

Other Net Income

Our other net income increased by 208.9% from US$0.6 million in 2016 to US1.8 million in 2017, primarily due to an increase of US$0.9 million in gain on disposal of available-for-sale investments derived from an equity investment made by MIT HK and, to a lesser extent, increased interest income and government grants.

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FINANCIAL INFORMATION

Finance Costs

Our finance costs decreased by 75.1% from US$759,000 in 2016 to US$189,000 in 2017, as we repaid a portion of our outstanding bank loans during the year.

Income Tax Expenses

Our income tax expenses increased by 29.7% from US$2.4 million in 2016 to US$3.1 million in 2017 primarily because our taxable profits increased in the same period. Our effective income tax rate, calculated by dividing total income tax expenses by profit before taxation, decreased from 10.8% in 2016 to 10.2% in 2017.

Profit for the Year

As a result of the foregoing, our profit for the year increased by 38.1% from US$19.8 million in 2016 to US$27.3 million in 2017. Our net profit margin, which represents profit for the year as a percentage of total revenues, increased from 7.0% in 2016 to 8.7% in 2017.

Year Ended December 31, 2016 Compared to Year Ended December 31, 2015

Revenues

Our revenues increased by 69.8% from US$167.2 million in 2015 to US$283.9 million in 2016. This increase was due to an increase of US$109.3 million in revenues generated from our mobile advertising solutions and an increase of US$7.4 million in revenues from game publishing.

Our revenues generated from our mobile advertising solutions increased by 69.1% from US$158.3 million in 2015 to US$267.6 million in 2016, primarily driven by our business expansion into overseas markets, in particular the Americas market, revenues for which increased US$40.6 million, which is attributable to our strategic acquisition of nativeX, LLC in March 2016. Our revenues from programmatic advertising increased from US$11.7 million in 2015 to US$80.0 million in 2016, as (i) our Mintegral platform first began to generate substantial revenues in 2016, (ii) our improved technology capabilities in programmatic advertising enabled us to attract more app developers, and (iii) the penetration rate of programmatic ads continued to grow in the global mobile advertising market in the same period.

Our revenues generated from game publishing increased by 82.4% from US$9.0 million in 2015 to US$16.3 million in 2016, primarily due to an expansion of our business scale for game publishing in the first half of 2016.

Costs of Sales

Our costs of sales increased by 48.8% from US$144.4 million in 2015 to US$214.8 million in 2016, primarily due to increases of costs of sales in both mobile advertising solutions and game publishing.

Costs of sales for mobile advertising solutions increased by 45.4% from US$137.1 million in 2015 to US$199.2 million in 2016, primarily due to (i) an increase of US$56.9 million in traffic acquisition costs driven by increased programmatic purchasing in 2016 to accommodate the growth of our programmatic advertising solutions and (ii) an increase of US$5.3 million in server costs to support the expansion of our programmatic advertising platform.

Costs of sales for game publishing increased by 114.2% from US$7.3 million in 2015 to US$15.6 million in 2016, as the carrying amount of the relevant royalties and license fees paid to certain game developers and IP providers were fully charged to costs of sales after we estimated that the future revenues of related games could not cover the remaining unamortized costs and fees.

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Gross Profit and Gross Profit Margin

As a result of the foregoing, our gross profit increased by 202.4% from US$22.8 million in 2015 to US$69.1 million in 2016 and our gross profit margin increased from 13.7% in 2015 to 24.3% in 2016.

Our gross profit margin for mobile advertising solutions increased from 13.4% in 2015 to 25.5% in 2016, primarily due to (i) our expansion into overseas markets in 2016, which generally have higher profit margins and (ii) our stronger bargaining power with advertisers and publishers resulting from our expanded operational scale and active pricing management.

Our gross profit margin for game publishing decreased from 18.6% in 2015 to 4.4% in 2016, as we strategically decided to ramp down game publishing in 2016.

Selling and Marketing Expenses

Our selling and marketing expenses increased by 225.5% from US$1.4 million in 2015 to US$4.5 million in 2016, primarily due to an increase of US$2.2 million in employee benefit expenses as a result of increased headcount and salaries for our selling and marketing personnel for overseas markets, in particular as a result of our acquisition of nativeX LLC.

Research and Development Expenses

Our research and development expenses increased by 214.6% from US$2.3 million in 2015 to US$7.4 million in 2016, primarily due to an increase of US$4.8 million in employee benefit expenses as we had a growing number of technology and engineering talent, in particular as a result of our acquisition of nativeX LLC, and increased their salaries to further strengthen our research and development capabilities.

General and Administrative Expenses

Our general and administrative expenses increased by 294.2% from US$8.9 million in 2015 to US$34.9 million in 2016, primarily due to an increase of US$12.2 million in impairment losses on assets. For details on the one-time impairment losses on assets we recognized in 2016, see “ — Year-to-Year Comparison of Results of Operations — Year ended December 31, 2017 Compared to Year ended December 31, 2016 — General and Administrative Expenses” in this section. In addition, the increase in general and administrative expenses was also attributable to (i) an increase of US$8.9 million in employee benefit expenses, due to increased headcount and salaries for our administrative personnel in 2016, as well as an increase in share-based compensation as a result of newly granted restricted share units to our employees in 2015, and (ii) an increase of US$3.4 million in travel and general office expenses, attributable to our business expansion into overseas markets.

Other Net Income

Our other net income increased from US$13,000 in 2015 to US$0.6 million in 2016, primarily due to an increase of US$0.3 million of interest income generated from our bank deposits.

Finance Costs

Our finance costs increased by 659.0% from US$100,000 in 2015 to US$759,000 in 2016, primarily resulting from interest and other financing costs incurred on the loan facilities granted to our overseas subsidiaries in connection with our expansion of overseas business.

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FINANCIAL INFORMATION

Income Tax Expenses

Our income tax expenses increased by 61.2% from US$1.5 million in 2015 to US$2.4 million in 2016, primarily due to higher taxable profits partially offset by a lower effective tax rate. Our effective tax rate, calculated by dividing total income tax expenses by profit before taxation, decreased from 14.5% in 2015 to 10.8% in 2016, primarily attributable to (i) tax loss carry forwards we acquired as a result of our acquisition of Game Analytics ApS, and (ii) tax deductible amortization expenses relating to intangible assets and goodwill as a result of our acquisition of nativeX, LLC according to applicable U.S. laws.

Profit for the Year

As a result of the foregoing, our profit for the year increased by 127.1% from US$8.7 million in 2015 to US$19.8 million in 2016. Our net profit margin, which represents profit for the year as a percentage of total revenues, increased from 5.2% in 2015 to 7.0% in 2016.

LIQUIDITY AND CAPITAL RESOURCES

During the Track Record Period and up to the Latest Practicable Date, we have funded our cash requirements principally from cash generated from our operating activities, bank loans and capital injections from shareholders. As of December 31, 2015, 2016 and 2017, we had cash and cash equivalents of US$8.9 million, US$71.9 million, US$44.8 million, respectively. Cash and cash equivalents of US$2.3 million were subsequently reflected as a deemed distribution to Guangzhou Mobvista on May 31, 2018 in connection to our reorganization. For additional details, please refer to “ — Basis of Presentation” and Note 1.2 of the Accountants’ Report set out in Appendix I to this [REDACTED].

Cash flow

The following table sets forth a summary of our cash flows for the periods indicated:

Net cash (used in)/generated from operating activities. . . . . Net cash used in investing activities . . . . . . . . . . . . . . . . . Net cash generated from/(used in) financing activities. . . . . Net increase/(decrease) in cash and cash equivalents. . . . . . Cash and cash equivalents at the beginning of the year . . . . Effects of foreign exchange rate changes . . . . . . . . . . . . . . Cash and cash equivalents at end of the year. . . . . . . . .		For the Year Ended December 31,	For the Year Ended December 31,	For the Year Ended December 31,
		2015 2016 (US$ in thousands) (12,694) 31,425 (2,698) (31,811) 24,011 62,934 8,619 62,548 — 8,864 245 472 8,864 71,884		2017
				49,198 (71,518) (4,698) (27,018) 71,884 (69) 44,797

Net cash generated from/(used in) operating activities

For the year ended December 31, 2017, net cash generated from operating activities was US$49.2 million. This net cash inflow was primarily attributable to our profit before taxation of US$30.4 million, as adjusted by (i) the add-back of non-cash items, principally comprising US$3.2 million in equity-settled share-based payment expenses and US$1.3 million in impairment losses on trade and other receivables; and (ii) changes in working capital, principally comprising a decrease of US$16.2 million in trade and other receivables and an increase of US$4.7 million in trade and other payables.

For the year ended December 31, 2016, net cash generated from operating activities was US$31.4 million. This net cash inflow was primarily attributable to profit before taxation of US$22.2 million, as adjusted by (i) the add-back of non-cash items, principally comprising US$12.8 million in impairment losses

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FINANCIAL INFORMATION

on trade receivables and intangible assets, US$4.5 million in equity-settled share-based payment expenses, and US$2.0 million in amortization of intangible assets, namely game publishing related royalties and developed technologies; and (ii) changes in working capital, principally comprising an increase of US$46.5 million in trade and other receivables and an increase of US$36.0 million in trade and other payables.

For the year ended December 31, 2015, net cash used in operating activities was US$12.7 million. This net cash outflow comprised our profit before taxation of US$10.2 million, as adjusted by (i) the add-back of non-cash items, principally comprising US$2.9 million in equity-settled share-based payment expenses and (ii) changes in working capital, principally comprising an increase of US$58.2 million in trade and other receivables and an increase of US$30.9 million in trade and other payables.

Net cash used in investing activities

For the year ended December 31, 2017, net cash used in investing activities was US$71.5 million, primarily due to (i) prepayment for properties of US$66.0 million in connection with Guangzhou Ruisou’s purchase of office premises in Guangzhou; (ii) US$3.1 million in deferred consideration paid for our acquisition of nativeX, LLC; (iii) the payment of US$2.7 million of intangible assets, namely the statistical platform acquired from GameAnalytics ApS; (iv) US$1.5 million in proceeds from disposal of available-for-sale investments derived from an equity investment made by MIT HK and (v) our purchase of property, plant and equipment of US$1.1 million primarily in connection with our additions in leasehold improvements and office equipment, furniture and fittings. The prepayments for properties of US$66.0 million in connection with the purchase of office premises by Guangzhou Ruisou, an entity under common control with us, were reflected in our Group’s historical financial information for the year ended and as of December 31, 2017 in accordance with applicable IFRS issued by the International Accounting Standards Board. For additional details, please refer to “ — Basis of Presentation” and Note 1.2 of the Accountants’ Report set out in Appendix I to this [REDACTED].

For the year ended December 31, 2016, net cash used in investing activities was US$31.8 million, primarily due to (i) our payment of consideration for our acquisitions of nativeX, LLC in March 2016 and Game Analytics ApS in August 2016 in amount of US$29.8 million, and (ii) the purchase of intangible assets of US$1.0 million in connection with software and games royalties. For details of acquisition of our subsidiaries, see Note 24 to Accountants’ Report set out in the Appendix I to this [REDACTED].

For the year ended December 31, 2015, net cash used in investing activities was US$2.7 million, primarily due to (i) purchase of intangible assets of US$1.6 million in connection with software and games royalties and (ii) purchase of property, plant and equipment of US$1.1 million which mainly relates to office renovation.

Net cash generated from/(used in) financing activities

For the year ended December 31, 2017, net cash used in financing activities was US$4.7 million, primarily due to (i) an increase in restricted cash of US$47.5 million, as we pledged cash as security for certain loans; (ii) US$19.9 million in bank loan repayments; (iii) US$15.0 million in repayment to related parties and (iv) US$5.9 million in dividends paid. This was partially offset by (i) US$54.6 million in proceeds from bank loans and (ii) US$29.1 million in capital injection from existing shareholders. A portion of the restricted cash was pledged as security for loans in connection with the purchase of our office premises by Guangzhou Ruisou, an entity under common control with us, and was reflected in our Group’s historical financial information for the year ended and as of December 31, 2017 in accordance with applicable IFRS issued by the International Accounting Standards Board. For additional details, please refer to “ — Basis of Presentation” and Note 1.2 of the Accountants’ Report set out in Appendix I to this [REDACTED].

For the year ended December 31, 2016, net cash generated from financing activities was US$62.9 million, primarily due to (i) US$72.7 million in proceeds from bank loans and (ii) US$67.9 million in advances from related parties, partially offset by US$77.0 million in bank loan repayments.

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FINANCIAL INFORMATION

For the year ended December 31, 2015, net cash generated from financing activities was US$24.0 million, primarily due to (i) US$22.2 million in proceeds from bank loans of US$22.2 million and (ii) US$14.2 million in advances from related parties, partially offset by US$12.3 million in bank loan repayments.

DISCUSSION OF CERTAIN KEY COMBINED BALANCE SHEETS ITEMS

The following table sets forth our current assets and current liabilities as of the dates indicated:

Current assets: Trade receivables and other receivables . . . . . . . . Restricted cash . . . . . . . . . . . . . . . . . . . . . . . . . Cash and cash equivalents . . . . . . . . . . . . . . . . . Current tax recoverable . . . . . . . . . . . . . . . . . . . Total current assets . . . . . . . . . . . . . . . . . . . . . Current liabilities: Trade and other payables . . . . . . . . . . . . . . . . . . Current taxation. . . . . . . . . . . . . . . . . . . . . . . . . Bank loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total current liabilities. . . . . . . . . . . . . . . . . . . Net current (liabilities)/assets. . . . . . . . . . . . . .		As of December 31,	As of December 31,	2017 118,132 47,618 44,797 266 210,813 180,958 7,263 7,587 195,808 15,005	As of April 30,
		2015 2016 (US$ in thousands) 57,764 102,346 104 121 8,864 71,884 — 5 66,732 174,356 45,312 167,150 3,007 7,893 5,368 5,710 53,687 180,753 13,045 (6,397)			2018
					(unaudited) 122,492 47,618 26,000 266 196,376 163,462 1,515 18,256 183,233 13,143

As of April 30, 2018, we had net current assets of US$13.1 million, which decreased by 12.4% as compared to net current assets of US$15.0 million as of December 31, 2017, primarily due to (i) a US$18.8 million decrease in cash and cash equivalents; (ii) a US$17.5 million decrease in trade and other receivables; and (iii) US$10.7 million increase in current portion of bank loans.

The relevant financial information as of April 30, 2018 is based on our unaudited management accounts that have not been reviewed, confirmed or audited by our auditors and may differ from the information to be disclosed in the audited or unaudited combined financial statements to be published by us.

Trade and other receivables

Our trade and other receivables primarily consist of (i) trade receivables; (ii) deposits and prepayments and (iii) amount due from related parties. Our trade receivables are amounts due from our customers, primarily our advertisers, for our mobile advertising solutions as agreed in pre-determined arrangements. Trade receivables are classified as current assets if they are expected to be collected in one year or less (or more than one year within the normal operating cycle of the applicable business). Otherwise, they are presented as non-current.

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FINANCIAL INFORMATION

The following table sets forth our trade and other receivables as of the dates indicated:

Trade receivables. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Less: allowance for doubtful debts . . . . . . . . . . . . . . . . . . Deposits and prepayments . . . . . . . . . . . . . . . . . . . . . . . . Amounts due from related parties . . . . . . . . . . . . . . . . . . . Other receivables. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Less: Non-current deposits and prepayments . . . . . . . . . . . Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		As of December 31,	As of December 31,
		2015 2016 (US$ in thousands) 56,700 107,371 (571) (11,612) 56,129 95,759 853 1,028 151 3,293 631 2,291 57,764 102,371 — (25) 57,764 102,346		2017
				89,857 (12,090) 77,767 68,651 35,896 1,810 184,124 (65,992) 118,132

Deposits and prepayments of US$67.1 million, amounts due from related parties of US$27.5 million and other receivables of US$3.0 million were subsequently reflected as a deemed distribution to Guangzhou Mobvista on May 31, 2018 in connection to our reorganization. For additional details, please refer to “ — Basis of Presentation” and Note 1.2 of the Accountants’ Report set out in Appendix I to this [REDACTED].

Our net trade and other receivables increased by 15.4% from US$102.3 million as of December 31, 2016 to US$118.1 million as of December 31, 2017, primarily due to (i) an increase of US$67.6 million in deposits and prepayments to the developer for newly purchased office premises in Guangzhou, and (ii) an increase of US$32.6 million in amounts due from a related party, Guangzhou Mobvista. See “ — Material Related Party Transactions” in this [REDACTED] for more details. The increase was partially offset by a decrease of US$18.0 million in trade receivables, primarily due to our enhanced collection management efforts in 2017.

Our net trade and other receivables increased by 77.2% from US$57.8 million as of December 31, 2015 to US$102.3 million as of December 31, 2016, primarily due to an increase of US$39.6 million in trade receivables which is attributable to our revenue growth in the same period.

The following table sets forth an aging analysis of our trade receivables based on invoice dates as of the dates indicated:

Up to three months . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Three to six months . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Six to 12 months . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Over 12 months . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		As of December 31,	As of December 31,
		2015 2016 (US$ in thousands) 43,369 75,675 11,876 12,401 884 6,777 — 906 56,129 95,759		2017
				55,194 10,141 8,944 3,488 77,767

Our trade receivables turnover ratio is affected by various factors, including the different settlement habits our customers may have due to the different geographic regions in which they are located. The following table sets forth the number of turnover days for our trade receivables for the periods indicated:

Trade receivables turnover days(1) . . . . . . . . . . . . . . . . . . .	For the	Year ended December 31,	Year ended December 31,
	2015 123	2016 123	2017
			91

Note:

(1) We calculate the trade receivables turnover days using the ending balance of trade receivables for the year, divided by revenue for the relevant year, multiplied by 365 days for 2015 and 2017 and 366 days for 2016.

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FINANCIAL INFORMATION

Our trade receivables turnover days remained stable at 123 in 2015 and 2016, and decreased to 91 in 2017, primarily due to our enhanced collection management efforts.

Restricted cash

Restricted cash represents cash that is restricted as to withdrawal for use or pledged as security. The following table sets forth a breakdown of our restricted cash as of the dates indicated:

Term deposits pledged for bank borrowings . . . . . . . . . . . . Other deposits in banks . . . . . . . . . . . . . . . . . . . . . . . . . . Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		As of December 31,	As of December 31,
		2015 2016 (US$ in thousands) — — 104 121 104 121		2017
				47,243 375 47,618

Our restricted cash increased from US$121,000 in 2016 to US$47.6 million in 2017, primarily because we pledged cash as security for certain loans in 2017 in connection with our purchase of office premises in Guangzhou. Our restricted cash remained relatively stable, being US$104,000 and US$121,000 in 2015 and 2016, respectively. Restricted cash of US$12.2 million was subsequently reflected as a deemed distribution to Guangzhou Mobvista on May 31, 2018 in connection to our reorganization. For additional details, please refer to “ — Basis of Presentation” and Note 1.2 of the Accountants’ Report set out in Appendix I to this [REDACTED].

Trade and other payables

Our trade and other payables primarily consist of (i) trade payables, (ii) amounts due to related parties, (iii) staff costs payables, and (iv) receipt in advance. During the Track Record Period, our trade payables were mainly for traffic we acquired from publishers for our mobile advertising solutions and programs we acquired from program developers. Trade payables are classified as current liabilities if payment is due within one year or less (or in normal operating cycle of the business if longer), and as non-current liabilities if due over one year. They are recognized initially at their fair value and subsequently measured at amortized cost using the effective interest method.

The following table sets forth the breakdown of our trade and other payables as of the dates indicated:

Trade payables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Amounts due to related parties . . . . . . . . . . . . . . . . . . . . . Dividends payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other payables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Receipt in advance. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Staff costs payables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . VAT and other tax payables . . . . . . . . . . . . . . . . . . . . . . . Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		As of December 31,	As of December 31,
		2015 2016 (US$ in thousands) 28,639 62,362 14,373 85,408 — 5,475 533 6,363 306 2,826 1,444 3,568 17 1,148 45,312 167,150		2017
				66,700 102,964 — 3,239 1,893 5,447 715 180,958

Amounts due to related parties of US$48.0 million and other payables of US$2.7 million were subsequently reflected as a deemed distribution to Guangzhou Mobvista on May 31, 2018 in connection to our reorganization. For additional details, please refer to “ — Basis of Presentation” and Note 1.2 of the Accountants’ Report set out in Appendix I to this [REDACTED].

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FINANCIAL INFORMATION

Trade and other payables increased by 8.3% from US$167.2 million in 2016 to US$181.0 million in 2017, primarily due to (i) a US$17.6 million increase in amounts due to a related party, Guangzhou Mobvista, see “— Material Related Party Transactions” in this section, and (ii) a US$4.3 million increase in trade payables as a result of our business growth.

Trade and other payable increased by 268.9% from US$45.3 million in 2015 to US$167.2 million in 2016, primarily due to (i) a US$71.0 million increase in amounts due to related party, Seamless. See “ — Material Related Party Transactions” in this section; (ii) a US$33.7 million increase of trade payables, which is mainly attributable to our business growth; (iii) a US$5.8 million increase in other payables mainly relating to remaining payment of consideration for our acquisition of nativeX, LLC in 2016, and (iv) a US$5.5 million increase in dividends payable.

The following table sets forth the aging analysis of our trade payables based on invoice date as of the dates indicated:

Up to one month . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . One to two months . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Two to three months . . . . . . . . . . . . . . . . . . . . . . . . . . . . Over three months . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		As of December 31,	As of December 31,
		2015 2016 (US$ in thousands) 18,627 25,662 5,087 15,234 2,103 8,890 2,822 12,576 28,639 62,362		2017
				20,007 13,896 8,981 23,816 66,700

The following table sets forth the number of turnover days for our trade payables for the periods indicated:

Trade payables turnover days(1). . . . . . . . . . . . . . . . . . . . .	For the Year ended December 31 ,	For the Year ended December 31 ,	For the Year ended December 31 ,
	2015 72	2016 106	2017
			106

Note:

(1) We calculate the trade payable turnover days using the ending balance of trade payable for the year, divided by costs of sales for the relevant year, multiplied by 365 days for 2015 and 2017 and 366 days for 2016.

Our trade payables turnover days increased from 72 in 2015 to 106 in 2016 and 2017, primarily due to our stronger bargaining power in negotiations with suppliers, which brought us better payment schedules during the Track Record Period.

As of the Latest Practicable Date, all of the trade and other payables are expected to be settled or recognized as income within one year or are repayable on demand.

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FINANCIAL INFORMATION

WORKING CAPITAL

We intend to finance our working capital with cash generated from our operations, the net [REDACTED] from the [REDACTED] and other funds raised from capital markets from time to time.

During the Track Record Period and up to the Latest Practicable Date, we have financed our operations primarily through cash generated from our operations, bank loans and capital injections. As of December 31, 2017, we had US$44.8 million in cash and cash equivalents. Cash and cash equivalents of US$2.3 million were subsequently reflected as a deemed distribution to Guangzhou Mobvista on May 31, 2018 in connection to our reorganization. For additional details, please refer to “ — Basis of Presentation” and Note 1.2 of the Accountants’ Report set out in Appendix I to this [REDACTED]. Our Directors are of the view that, taking into account the net [REDACTED] of the [REDACTED], our current cash and cash equivalents and our anticipated cash flows from operations, we have sufficient working capital for our present requirements, that is, for at least 12 months following the date of this [REDACTED].

INDEBTEDNESS, CONTINGENT LIABILITIES AND OFF-BALANCE SHEET COMMITMENTS AND ARRANGEMENTS

Borrowings

During the Track Record Period, we incurred borrowings to finance our capital expenditure and working capital requirements, which were primarily denominated in US dollars. The following table sets forth a breakdown of our outstanding borrowings as of the dates indicated:

Current liabilities: Bank loans(1). . . . . . . . . . . . . . . . . . . . . . . . . . . Non-current liabilities: Bank loans(1). . . . . . . . . . . . . . . . . . . . . . . . . . . Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		As of December 31,	As of December 31,	2017 7,587 32,856 40,443		As of April 30,
		2015 2016 (US$ in thousands) 5,368 5,710 4,580 — 9,948 5,710				2018
						18,256 30,193 48,449

Note:

(1) For details of our bank loans, see Note 18 of the Accountants’ Report set out in Appendix I to this [REDACTED].

The following table sets forth the maturity profile of our bank loans as of the dates indicated:

Within one year or on demand . . . . . . . . . . . . . . . . . . . . After one year but within two years . . . . . . . . . . . . . . . . After two years but within five years . . . . . . . . . . . . . . . Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		As of December 31,	As of December 31,
		2015 2016 (US$ in thousands) 5,368 5,710 4,580 — — — 9,948 5,710		2017
				7,587 — 32,856 40,443

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FINANCIAL INFORMATION

The following table sets forth the security situation of our bank loans as of the dates indicated:

Unsecured. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Secured . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		As of December 31,	As of December 31,
		2015 2016 (US$ in thousands) 9,948 5,710 — — 9,948 5,710		2017
				7,587 32,856 40,443

As of April 30, 2018, we had bank loans of US$48.4 million denominated in US dollars, HK dollars and Renminbi, and our unutilized banking facilities amounted to US$34.6 million.

As of December 31, 2017, we had bank loans of US$40.4 million, including (i) US$7.6 million in short-term bank loans under a one-year US$22.0 million banking facility we obtained from HSBC, which was guaranteed by Guangzhou Mobvista; and (ii) US$32.9 million in a five-year loan from HSBC for our office premises in Guangzhou, collateralized by a pledge of bank deposits of US$47.2 million, which was recorded as restricted cash in our combined statements of financial positions. The US$32.9 million five-year loan from HSBC was included in our Group’s financial statements as of the date of this [REDACTED] on a combined basis, but will be reflected as a deemed distribution to Guangzhou Mobvista on May 31, 2018 in connection with our reorganization. For additional details, please refer to “ — Basis of Presentation” and Note 1.2 of the Accountants’ Report set out in Appendix I to this [REDACTED]. HSBC has indicated in writing their agreement in principle to the release of the guarantee by Guangzhou Mobvista in connection with the US$22.0 million one-year banking facility upon the receipt of a guarantee from our Company upon our successful [REDACTED] on the [REDACTED] of the [REDACTED].

As of December 31, 2016, we had bank loans of US$5.7 million, including (i) US$1.6 million in short-term bank loans, drawn down under a US$15.0 million one-year banking facility from HSBC, which was guaranteed by Guangzhou Mobvista; and (ii) US$4.1 million in short-term bank loans from Bank of China, which was secured by a letter of credit guaranteed by Guangzhou Mobvista.

As of December 31, 2015, we had bank loans of US$10.0 million, including (i) US$9.2 million in short-term loan balances borrowed from Bank of China, which was secured by a letter of credit guaranteed by Guangzhou Mobvista, and (ii) US$0.8 million in short-term bank loans, drawn down under a one-year banking facility from HSBC of US$4.0 million, guaranteed by certain individual shareholders of Guangzhou Mobvista.

For the years ended December 31, 2015, 2016 and 2017, the effective interest rates for our bank loans ranged from 1.21% to 4.60%, 1.51% to 4.64% and 2.38% to 4.90%, respectively.

All of our banking facilities are subject to the fulfilment of covenants relating to certain of our balance sheet ratios, as are commonly found in lending arrangements with financial institutions. We regularly monitor our compliance with these covenants. See Note 25(b) of Accountants’ Report in the Appendix I to this [REDACTED] for more details of our management of liquidity risk. As of December 31, 2015, 2016 and 2017, none of the covenants relating to drawn down facilities had been breached.

Contingent Liabilities

As of December 31, 2015, 2016 and 2017 and April 30, 2018, we did not have any outstanding debt securities, mortgage, charges, debentures or other loan capital (issued or agreed to be issued), bank overdrafts, loans, liabilities under acceptance or acceptance credits, or other similar indebtedness, leasing and financial leasing commitments, hire purchase commitments, guarantees or other material contingent liabilities.

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FINANCIAL INFORMATION

Off-balance Sheet Commitments and Arrangements

As of December 31, 2017, we had not entered into any off-balance sheet transactions.

CAPITAL EXPENDITURES

Our capital expenditures during the Track Record Period primarily consisted of expenditures on (i) property, plant and equipment, and (ii) intangible assets, including royalties, software, trademark and developed technologies.

The following table sets forth our capital expenditures for the periods indicated:

Property, plant and equipment. . . . . . . . . . . . . . . . . . . . . . Intangible assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Prepayment for properties. . . . . . . . . . . . . . . . . . . . . . . . . Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		For the Year Ended December 31,	For the Year Ended December 31,
		2015 2016 (US$ in thousands) 1,058 664 1,641 1,049 — — 2,699 1,713	2017
			1,076 2,706 65,966 69,748

We expect to incur capital expenditures of approximately US$1.6 million primarily for office renovations and equipment in the year ending December 31, 2018.

COMMITMENTS

Capital Commitments

As of December 31, 2015, 2016 and 2017, we did not have any capital commitments.

Operating Lease Commitments

During the Track Record Period, we leased a number of properties for our offices under non-cancellable operating lease agreements. The leases typically run for an initial period for three to five years, at the end of which all terms are renegotiated.

The following table sets forth our future aggregate minimum lease payments under non-cancellable operating leases for office and warehouse facilities as of the dates indicated:

Within one year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . After one but within five years. . . . . . . . . . . . . . . . . . . . Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		As of December 31,	As of December 31,
		2015 2016 (US$ in thousands) 736 1,725 2,781 2,343 3,517 4,068		2017
				2,341 1,888 4,229

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FINANCIAL INFORMATION

MATERIAL RELATED PARTY TRANSACTIONS

Transactions with Related Parties

The following table sets forth the transactions we had with related parties for the periods indicated:

Receiving management services from - Guangzhou Mobvista . . . . . . . . . . . . . . . . . . . . . . . . . . . Rental expenses paid on behalf of our Group by - Guangzhou Mobvista. . . . . . . . . . . . . . . . . . . . . . . . . . . Purchase of fixed assets from . . . . . . . . . . . . . . . . . . . . . . - Guangzhou Gamo . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Receiving services from . . . . . . . . . . . . . . . . . . . . . . . . . . - Guangzhou Gamo . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Transfer of royalties from. . . . . . . . . . . . . . . . . . . . . . . . . - Guangzhou Gamo . . . . . . . . . . . . . . . . . . . . . . . . . . . . . - MNC HK . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	For the Year Ended December 31,	For the Year Ended December 31,	For the Year Ended December 31,
	2015 US$’000 — — 125 650 49 592	2016	2017 US$’000 2,590 443 — — — —
		US$’000 1,700 — — — — —

Amounts due from/to Related Parties

Receivables and payables from/to the related parties were unsecured, interest-free and repayable on demand. The amounts due from related parties are neither past due nor impaired. The following table sets forth the amounts due from and due to related parties as of the dates indicated:

Amounts due from related parties: Non-trade receivables from related parties - Guangzhou Mobvista . . . . . . . . . . . . . . . . . . . . . . . . . - Guangzhou Jianda. . . . . . . . . . . . . . . . . . . . . . . . . . . . - Zhuhai Huiliang . . . . . . . . . . . . . . . . . . . . . . . . . . . . - Seamless . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Amounts due to related parties: Non-trade payables to related parties - Seamless . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . - Guangzhou Mobvista(1) . . . . . . . . . . . . . . . . . . . . . . . . - Guangzhou Jianda . . . . . . . . . . . . . . . . . . . . . . . . . . . - Zhuhai Huiliang Limited . . . . . . . . . . . . . . . . . . . . . . .		As of December 31,	As of December 31,
		2015 2016 (US$ in thousands) — 166 151 243 — 2,884 — — 151 3,293 9,999 78,639 4,374 6,769 — — — — 14,373 85,408		2017
				30,812 — 3,139 1,945 35,896 70,528 25,455 6,858 123 102,964

Note:

(1) Borrowing arrangements among Guangzhou Ruisou, Guangzhou Jianda and Guangzhou Mobvista, which are included in our financial statements on combined basis. This balance was reflected as deemed distribution to Guangzhou Mobvista on May 31, 2018 in connection with the completion of our reorganization. See Note 1.2 of Accountants’ Report set out in Appendix I to this [REDACTED].

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THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED “WARNING” ON THE COVER OF THIS DOCUMENT.

FINANCIAL INFORMATION

We expect to settle all related party transactions by way of cash repayment or capitalization before [REDACTED].

KEY FINANCIAL RATIOS

The following table sets forth certain of our key financial ratios for the years indicated:

Profitability ratios Gross profit margin(1). . . . . . . . . . . . . . . . . . . . . . . . . . . . Net profit margin(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . EBITDA margin(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Adjusted EBITDA margin(4) . . . . . . . . . . . . . . . . . . . . . . .	For the Year Ended December 31,	For the Year Ended December 31,	For the Year Ended December 31,
	2015 13.7% 5.2% 6.5% 8.3%	2016 24.3% 7.0% 8.9% 10.6%	2017
			26.5% 8.7% 10.2% 11.4%

Notes:

(1) Gross profit margin is calculated based on gross profit divided by revenue and multiplied by 100%.

(2) Net profit margin is calculated based on profit for the year divided by revenue and multiplied by 100%.

(3) EBITDA margin equals EBITDA divided by revenues for the period and multiplied by 100%. See “—Non-IFRS Measures” for more details.

(4) Adjusted EBITDA margin equals adjusted EBITDA divided by revenues for the period and multiplied by 100%. See “—Non-IFRS Measures” for more details.

See “— Year-to-Year Comparison of Results of Operations” in this section for a discussion of the factors affecting our gross profit margin and net profit margin during the respective periods.

FINANCIAL RISK DISCLOSURE

We are exposed to a variety of financial risks, including credit risk, liquidity risk, Interest rate risk and currency risk. We regularly monitor our exposure to these risks. Risk management is carried out by our senior management.

Credit risk

Credit risk arises from cash and cash equivalents, restricted cash and trade and other receivables. The carrying amount of each class of our financial assets represents our maximum exposure to credit risk in relation to the corresponding class of financial assets. We have a credit policy in place and the exposures to these credit risks are monitored on an ongoing basis.

To manage this risk, deposits are mainly placed with state-owned financial institutions in the PRC and reputable international financial institutions outside PRC. There has been no recent history of default in relation to these financial institutions.

Our trade and other receivables primarily comprise of amounts receivable from customers with no recent history of material defaults. Our exposure to credit risk is influenced mainly by the individual characteristics of each customer. We perform credit evaluations that focus on the customers’ past history of making payments and current abilities to pay. We do not obtain collateral from customers. We do not provide any other guarantees which would expose us to credit risk.

Liquidity risk

Our individual operating entities are responsible for their own cash management, including the short term investment of cash surpluses and the raising of loans to cover expected cash demands, subject to approval by the management and directors when the borrowings exceed certain predetermined levels of authority. Our policy is to regularly monitor our liquidity requirements to ensure that we maintain sufficient reserves of cash to meet our liquidity requirements in the short and long term.

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THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED “WARNING” ON THE COVER OF THIS DOCUMENT.

FINANCIAL INFORMATION

Interest rate risk

Our interest rate risk arises primarily from variable rates bank loans, which expose us to cash flow interest rate risk.

Currency risk

We are exposed to currency risk primarily through sales and purchases giving rise to receivables, payables and cash balances that are denominated in a foreign currency, i.e. a currency other than the functional currency of the operations to which the transactions relate.

DIVIDENDS

Under the Articles of Association, our Company in general meeting may declare dividends in any currency to be paid to our shareholders, provided that no dividend shall exceed the amount recommended by our Directors. In addition, our Directors may from time to time pay to our shareholders such interim dividends as appear to our Directors to be justified by the profits of our Company. No dividend may be declared or paid other than out of profits and reserves of the Company lawfully available for distribution, including share premium.

We are a holding company incorporated under the laws of the Cayman Islands. As a result, the payment and amount of any future dividend will also depend on the availability of dividends received from our subsidiaries. PRC laws require that dividends be paid only out of the profit for the year calculated according to PRC accounting principles, which differ in many aspects from the generally accepted accounting principles in other jurisdictions, including IFRS. PRC laws also require a foreign-invested enterprise to set aside at least 10% of its after-tax profits, if any, to fund its statutory reserves, which are not available for distribution as cash dividends. Distributions from us and our subsidiaries may also become subject to any restrictive covenants in bank credit facilities, convertible bond instruments or other agreements that we or our subsidiaries may enter into in the future.

For the year ended December 31, 2016, Guangzhou Ruisou and Shenzhen Huirui declared dividend of US$5.2 million and US$0.5 million to their then shareholders, respectively. For the year ended December 31, 2017, MIT HK declared dividend of US$150,000 to its then shareholders. No dividend has been paid nor declared by our Company since our establishment. Any dividends declared in the past is not indicative of our future dividend policy. The amount of dividend actually distributed to our Shareholders will depend upon our earnings and financial condition, operating requirements, capital requirements and any other conditions that our Directors may deem relevant and will be subject to approval of our shareholders. Our Board has the absolute discretion to recommend any dividend.

DISTRIBUTABLE RESERVES

As of April 30, 2018, the Company did not have any distributable reserves.

[REDACTED] EXPENSES

[REDACTED] expenses consist primarily of [REDACTED] and professional fees, and are estimated to be approximately US$[REDACTED] (assuming an [REDACTED] of HK$[REDACTED] per Share, being the mid-point of the indicative [REDACTED] range stated in this [REDACTED]), [REDACTED] expenses of US$[REDACTED] will be charge to our combined income statements, and US$[REDACTED] will be subsequently charged to equity upon completion of the [REDACTED]. We did not incur any [REDACTED] expenses during the Track Record Period.

[REDACTED] STATEMENT OF ADJUSTED NET TANGIBLE ASSETS

The following [REDACTED] adjusted net tangible assets prepared in accordance with Rule 4.29 of the [REDACTED] are set out below to illustrate the effect of the [REDACTED] on the combined net tangible assets attributable to the owners of our Company as of December 31, 2017 as if the [REDACTED] had taken place on that date.

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THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED “WARNING” ON THE COVER OF THIS DOCUMENT.

FINANCIAL INFORMATION

The [REDACTED] adjusted net tangible assets has been prepared for illustrative purposes only and, because of its hypothetical nature, it may not give a true picture of the combined net tangible assets of the Group had our [REDACTED] been completed as at December 31, 2017 or at any future dates.

Based on an [REDACTED] of HK$[REDACTED] per Share . . . . . . . . . . . . . . . Based on an [REDACTED] of HK$[REDACTED] per Share . . . . . . . . . . . . . . .	Combined net tangible assets attributable to of our Company as of 31 December, 2017 US$000 (note 1) [57,491] [57,491]	Estimated [REDACTED] US$000 (note 2/4) [REDACTED] [REDACTED]	[REDACTED] adjusted combined net tangible assets US$000 (note 3/5) [REDACTED] [REDACTED]	[REDACTED] adjusted combined net tangible assets per Share
				US$ (note 3) HK$ (note 5) [REDACTED] [REDACTED] [REDACTED] [REDACTED]

Notes:

(1) The combined net tangible assets attributable to the equity shareholders of our Company as of 31 December 2017 is calculated based on the combined net assets attributable to the equity shareholders of our Company of US$90,367,000 as of 31 December 2017 less the intangible assets of US$3,878,000 and goodwill of US$28,998,000 as of the date, extracted from the Accountants’ Report set out in Appendix I to this [REDACTED].
(2) The estimated [REDACTED] from the [REDACTED] are based on the [REDACTED] of HK$[REDACTED] and HK$[REDACTED] per Share, respectively, being the lower end price and higher end price of the stated [REDACTED] range, after deduction of the [REDACTED] fees and other related expenses payable by our Company of approximately US$[REDACTED] and US$[REDACTED], respectively, and [REDACTED] Shares expected to be issued in the [REDACTED] and does not take account of any Shares which may be issued upon the exercise of the [REDACTED].
(3) The [REDACTED] adjusted combined net tangible assets attributable to the equity shareholders of our Company and the amounts per Share are arrived at after the adjustments referred to in the preceding paragraphs and on the basis that [REDACTED] Shares are expected to be in issue immediately after the [REDACTED] and the [REDACTED] but taking no account of any shares which may be issued upon the exercise of the [REDACTED].
(4) The estimated [REDACTED] from the [REDACTED] are converted into Hong Kong dollars at a rate of US$1=HK$[7.8492]. No representation is made that the Hong Kong dollars amounts have been, could have been or may be converted into United States dollars, or vice versa at that rate.
(5) No adjustment has been made to reflect any trading result or other transactions of our Group entered into subsequent to 31 December 2017.

NO MATERIAL ADVERSE CHANGE

Our Directors confirm that, up to the date of this [REDACTED], there has been no material adverse change in our financial or trading position since December 31, 2017 (being the date on which the latest audited combined financial information of our Group was prepared) and there is no event since December 31, 2017 which would materially affect the information shown in our combined financial statements included in the Accountant’s Report in Appendix I to this [REDACTED].

DISCLOSURE UNDER RULES 13.13 TO 13.19 OF THE [REDACTED]

Our Directors confirm that, except as otherwise disclosed in this [REDACTED], as of the Latest Practicable Date, there was no circumstance that would give rise to a disclosure requirement under Rules 13.13 to 13.19 of the [REDACTED].

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THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED “WARNING” ON THE COVER OF THIS DOCUMENT.

FUTURE PLANS AND [REDACTED]

FUTURE PLANS

See “Business—Our Strategies” in this [REDACTED] for a detailed description of our future plans.

[REDACTED]

The table below sets forth the estimated aggregate [REDACTED] which we will receive after deduction of [REDACTED] fees and commissions and estimated expenses payable by us in connection with the [REDACTED]:

Assuming an [REDACTED] of HK$[REDACTED] per Share (being the mid-point of the [REDACTED] range stated in this Document) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . HK$[REDACTED]

(equivalent to US$[REDACTED]).

Assuming an [REDACTED] of HK$[REDACTED] per Share

(being the high end of the [REDACTED] range stated in this Document) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . HK$[REDACTED] (equivalent to US$[REDACTED]).

Assuming an [REDACTED] of HK$[REDACTED] per Share (being the low end of the [REDACTED] range stated in this Document) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . HK$[REDACTED] (equivalent to US$[REDACTED]).

We intend to use the [REDACTED] from the [REDACTED] as follows, assuming the [REDACTED] is not exercised and assuming an [REDACTED] of HK$[REDACTED] per Share, being the mid-point of the [REDACTED] range stated in this [REDACTED]:

Allocation of [REDACTED] Specific Purpose Expected Timeframe approximately (i) improving the dimension and depth of our database; To be gradually HK$[REDACTED] (ii) optimizing the data analysis capabilities of our big carried out over (equivalent to data AI platform and the effectiveness of our AI the next three approximately algorithms; (iii) decreasing the operating costs related years US$[REDACTED] and to our IT infrastructure by optimizing architecture and representing 30% of the improving computing capabilities; (iv) exploring [REDACTED]) to enhance opportunities to apply our big data and AI technologies our strengths in big data in scenarios other than mobile advertising; and (v) and AI technologies and IT establishing our own computing center at an infrastructure appropriate time approximately (i) improving Mintegral, our programmatic advertising To be gradually HK$[REDACTED] platform, by supporting more traffic supply and carried out over (equivalent to advertising demand and improving our line-up of the next three approximately programmatic solutions for app developers; (ii) years US$[REDACTED] and improving GameAnalytics, our SaaS mobile analytics representing 30% of the platform, by enhancing game data analytics capabilities [REDACTED]) to enhance based on our big data AI platform and expanding our and improve the solutions app developer base; (iii) improving the automation and on our mobile value optimization capacities of our top media and long-tail discovery platform media platforms; (iv) enhancing the productivity of Creative Lab, our ad design team, by providing more varieties of ad presentation and improving the automation of ad creative production; and (v) improving the overall self-service capabilities of our mobile value discovery platform

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THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED “WARNING” ON THE COVER OF THIS DOCUMENT.

FUTURE PLANS AND [REDACTED]

Allocation of [REDACTED] approximately HK$[REDACTED] (equivalent to approximately US$[REDACTED] and representing 10% of the [REDACTED]) to continue to implement our “Glocal” strategy by enhancing our local service capabilities and expanding our global footprint approximately HK$[REDACTED] (equivalent to approximately US$[REDACTED] and representing 20% of the [REDACTED]) to make additional strategic investments and acquisitions to expand our ecosystem approximately HK$[REDACTED] (equivalent to approximately US$[REDACTED] and representing 10% of the [REDACTED]) for general working capital	Specific Purpose (i) establishing local teams in Middle East, Eastern Europe, South America and Africa depending on market developments; (ii) enhancing service capabilities of local offices in terms of infrastructure and employees; and (iii) upgrading our ERP system to further improve the management capabilities of our headquarters by providing effective support for our global operations in financial, tax, legal, marketing and human resources aspects investing in or acquiring businesses that are complementary to our business, such as targets that (i) have strong advantages in advertiser base, traffic coverage and geographic coverage; (ii) have strong big data and AI technology capabilities that are complementary to us; or (iii) have strong capabilities to create in-scenario marketing and ads presentation. As of the Latest Practicable Date, we have not identified any investment or acquisition targets for general working capital	Expected Timeframe
		To be gradually carried out over the next three years To be gradually carried out over the next three years —

The above allocation of use of [REDACTED] is projected based on our current business plan and the amount of [REDACTED] that we expect to receive from the [REDACTED]. If we are unable to raise the expected amount of [REDACTED] from the [REDACTED], we expect to adjust the allocation of the [REDACTED] for the above purposes on a pro rata basis.

If the [REDACTED] is set at the high end or low end of the proposed [REDACTED] range, the [REDACTED] of the [REDACTED] (assuming that the [REDACTED] is not exercised) will increase to HK$[REDACTED] (equivalent to approximately US$[REDACTED]) or decrease to HK$[REDACTED] (equivalent to approximately US$[REDACTED]), respectively. In this event, we will increase or decrease the allocation of the [REDACTED] to the above purposes on a pro-rata basis.

If the [REDACTED] is fully exercised by the [REDACTED] [REDACTED], we will receive [REDACTED] of approximately HK$[REDACTED] for [REDACTED] Shares to be sold and transferred upon the full exercise of the [REDACTED], respectively, based on the [REDACTED] of HK$[REDACTED] per Share, being the mid-point of the indicative [REDACTED] range, and after deducting the [REDACTED] fees and commissions payable by us. We intend to apply the additional [REDACTED] to the above uses in the proportions stated above.

To the extent that the [REDACTED] of the [REDACTED] are not immediately used for the above purposes and to the extent permitted by applicable laws and regulations, we intend to deposit such [REDACTED] into interest-bearing bank accounts with licensed banks and/or financial institutions.

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THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED “WARNING” ON THE COVER OF THIS DOCUMENT.

UNDERWRITING

[REDACTED]

Undertakings to the [REDACTED] pursuant to the [REDACTED]

(A) Undertakings by the Company

Pursuant to Rule 10.08 of the [REDACTED], we have undertaken to the [REDACTED] that we will not, at any time within six months from the [REDACTED], issue any Shares or other securities convertible into equity securities of the Company (whether or not of a class already listed) or enter into any agreement or

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THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED “WARNING” ON THE COVER OF THIS DOCUMENT.

UNDERWRITING

arrangement to issue any Shares or such other securities (whether or not such issue of the Shares or such other securities will be completed within six months from the [REDACTED]), except pursuant to the [REDACTED] (including the [REDACTED]) or under any of the circumstances provided under Rule 10.08 of the [REDACTED].

[REDACTED]

[REDACTED] Interests in the Company

Save for their respective obligations under the [REDACTED] and/or the [REDACTED] and, if applicable, the [REDACTED], as of the Latest Practicable Date, none of the [REDACTED] was interested legally or beneficially, directly or indirectly, in any Shares or other securities of the Company or any other member of the Group or had any right or option (whether legally enforceable or not) to [REDACTED] for or purchase, or to nominate persons to [REDACTED] for or purchase, any Shares or other securities of the Company or any other member of the Group.

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THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED “WARNING” ON THE COVER OF THIS DOCUMENT.

UNDERWRITING

Following the completion of the [REDACTED], the [REDACTED] and their affiliated companies may hold a certain portion of the Shares as a result of fulfilling their respective obligations under the [REDACTED] and/or the [REDACTED].

[REDACTED]

[REDACTED] and Expenses

The [REDACTED] will receive [REDACTED] of [REDACTED]% of the aggregate [REDACTED] payable for the [REDACTED] initially offered under the [REDACTED]. For [REDACTED] reallocated to the [REDACTED], we will pay an [REDACTED] at the rate applicable to the [REDACTED] and such commission will be paid to the [REDACTED] and not the [REDACTED]. The [REDACTED] payable to the [REDACTED] will be borne by the Company with respect to the new [REDACTED] to be issued by the Company under the [REDACTED] (including pursuant to the exercise of the [REDACTED]). The Company may, at its sole direction, pay to the [REDACTED] an incentive fee up to [REDACTED]% of the [REDACTED] multiplied by the total number of [REDACTED].

The aggregate [REDACTED] and fees payable to the [REDACTED], together with the [REDACTED] fees, the SFC transaction levy and the [REDACTED] trading fee, legal and other professional fees and printing and all other expenses in relation to the [REDACTED] are estimated to be approximately HK$[REDACTED] (assuming an [REDACTED] of HK$[REDACTED] per [REDACTED] (which is the mid-point of the indicative [REDACTED] range), the [REDACTED] is not exercised) and will be paid by us.

[REDACTED]

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THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED “WARNING” ON THE COVER OF THIS DOCUMENT.

UNDERWRITING

INDEPENDENCE OF THE JOINT SPONSORS

[REDACTED]

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APPENDIX I ACCOUNTANTS’ REPORT

The following is the text of a report set out on page I - 1 to I - [ ● ], received from the Company’s reporting accountants, KPMG, Certified Public Accountants, Hong Kong, for the purpose of incorporation in this [REDACTED].

==> picture [86 x 35] intentionally omitted <==

ACCOUNTANTS’ REPORT ON HISTORICAL FINANCIAL INFORMATION TO THE DIRECTORS OF MOBVISTA INC. AND UBS SECURITIES HONG KONG LIMITED AND CMB INTERNATIONAL CAPITAL LIMITED

Introduction

We report on the historical financial information of Mobvista Inc. (the “Company”) and its subsidiaries (together, the “Group”) set out on pages I - 3 to I - 54, which comprises the combined statements of financial position of the Group as at 31 December 2015, 2016 and 2017 and the combined statements of profit or loss, the combined statements of profit or loss and other comprehensive income, the combined statements of changes in equity and the combined statements of cash flows, for each of the years ended 31 December 2015, 2016 and 2017 (the “Relevant Periods”), and a summary of significant accounting policies and other explanatory information (together, the “Historical Financial Information”). The Historical Financial Information set out on pages I - 3 to I - 54 forms an integral part of this report, which has been prepared for inclusion in the [REDACTED] of the Company dated [ date ] (the “[REDACTED]”) in connection with the [REDACTED] of shares of the Company on the [REDACTED] of [REDACTED].

Directors’ responsibility for Historical Financial Information

The directors of the Company are responsible for the preparation of Historical Financial Information that gives a true and fair view in accordance with the basis of preparation and presentation set out in Note 1 to the Historical Financial Information, and for such internal control as the directors of the Company determine is necessary to enable the preparation of the Historical Financial Information that is free from material misstatement, whether due to fraud or error.

Reporting accountants’ responsibility

Our responsibility is to express an opinion on the Historical Financial Information and to report our opinion to you. We conducted our work in accordance with Hong Kong Standard on Investment Circular Reporting Engagements 200 “Accountants’ Reports on Historical Financial Information in Investment Circulars” issued by the Hong Kong Institute of Certified Public Accountants (“HKICPA”). This standard requires that we comply with ethical standards and plan and perform our work to obtain reasonable assurance about whether the Historical Financial Information is free from material misstatement.

Our work involved performing procedures to obtain evidence about the amounts and disclosures in the Historical Financial Information. The procedures selected depend on the reporting accountants’ judgement, including the assessment of risks of material misstatement of the Historical Financial Information, whether due to fraud or error. In making those risk assessments, the reporting accountants consider internal control relevant to the entity’s preparation of Historical Financial Information that give a true and fair view in accordance with the basis of preparation and presentation set out in Note 1 to the Historical Financial Information in order to design procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. Our work also included evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the directors, as well as evaluating the overall presentation of the Historical Financial Information.

We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

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THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED “WARNING” ON THE COVER OF THIS DOCUMENT.

APPENDIX I

ACCOUNTANTS’ REPORT

Opinion

In our opinion, the Historical Financial Information gives, for the purpose of the accountants’ report, a true and fair view of the Group’s financial position as at 31 December 2015, 2016 and 2017 and of the Group’s financial performance and cash flows for the Relevant Periods in accordance with the basis of preparation and presentation set out in Note 1 to the Historical Financial Information.

Report on matters under the Rules Governing the [REDACTED] of Securities on [REDACTED] and the Companies (Winding Up and Miscellaneous Provisions) Ordinance

Adjustments

In preparing the Historical Financial Information, no adjustments to the Underlying Financial Statements as defined on page I - 3 have been made.

Dividends

We refer to Note 23(e) to the Historical Financial Information which states that no dividends have been paid by the Company in respect of the Relevant Periods.

No statutory financial statements for the Company

No statutory financial statements have been prepared for the Company since its incorporation.

Certified Public Accountants 8th Floor, Prince’s Building 10 Chater Road Central, Hong Kong

[Date]

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APPENDIX I ACCOUNTANTS’ REPORT

Historical financial information

Set out below is the Historical Financial Information which forms an integral part of this accountants’ report.

The combined financial statements of the Group for the Relevant Periods, on which the Historical Financial Information is based, were audited by KPMG Huazhen LLP in accordance with Hong Kong Standards on Auditing issued by the HKICPA (“Underlying Financial Statements”).

Combined statements of profit or loss

(Expressed in United States dollar)

Revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Cost of sales. . . . . . . . . . . . . . . . . . . . . . . . . . . . . Gross profit. . . . . . . . . . . . . . . . . . . . . . . . . . . . . Selling and marketing expenses . . . . . . . . . . . . . . . Research and development expenses . . . . . . . . . . . . General and administrative expenses . . . . . . . . . . . . Other net income . . . . . . . . . . . . . . . . . . . . . . . . . Profit from operations. . . . . . . . . . . . . . . . . . . . . Finance costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . Profit before taxation . . . . . . . . . . . . . . . . . . . . . Income tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Profit for the year. . . . . . . . . . . . . . . . . . . . . . . . Attributable to: Equity shareholders of the Company. . . . . . . . . . . . Non-controlling interests . . . . . . . . . . . . . . . . . . . . Profit for the year. . . . . . . . . . . . . . . . . . . . . . . . Earnings per share Basic and diluted . . . . . . . . . . . . . . . . . . . . . . . . .	Note 4 5 6(a) 6 7 10		Year ended 31 December	Year ended 31 December	Year ended 31 December	Year ended 31 December	Year ended 31 December
			2015 US$’000 167,207 (144,361) 22,846 (1,379) (2,339) (8,850) 13 10,291 (100) 10,191 (1,480) 8,711 8,711 — 8,711 N/A		2016 US$’000 283,923 (214,848) 69,075 (4,489) (7,359) (34,885) 584 22,926 (759) 22,167 (2,386) 19,781 19,730 51 19,781 N/A		2017
							US$’000 312,956 (230,097) 82,859 (6,443) (18,934) (28,682) 1,804 30,604 (189) 30,415 (3,095) 27,320 27,167 153 27,320 N/A

The accompanying notes form part of the Historical Financial Information.

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APPENDIX I

ACCOUNTANTS’ REPORT

Combined statements of profit or loss and other comprehensive income

(Expressed in United States dollar)

Profit for the year. . . . . . . . . . . . . . . . . . . . . . . . Other comprehensive income for the year Item that may be reclassified subsequently to profit or loss: - Foreign currency translation differences - foreign operations, net of tax . . . . . . . . . . . . . . . . . . . . . Total comprehensive income for the year. . . . . . . Attributable to: Equity shareholders of the Company. . . . . . . . . . . . Non-controlling interests . . . . . . . . . . . . . . . . . . . . Total comprehensive income for the year. . . . . . .	Note		Year ended 31 December	Year ended 31 December	Year ended 31 December	Year ended 31 December	Year ended 31 December
			2015 US$’000 8,711 131 8,842 8,842 — 8,842		2016 US$’000 19,781 497 20,278 20,250 28 20,278		2017
							US$’000 27,320 678 27,998 27,856 142 27,998

The accompanying notes form part of the Historical Financial Information.

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APPENDIX I

ACCOUNTANTS’ REPORT

Combined statements of financial position

(Expressed in United States dollar)

Non-current assets Property, plant and equipment . . . . . . . . . . . . . . . . Intangible assets . . . . . . . . . . . . . . . . . . . . . . . . . . Goodwill . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Deferred tax assets . . . . . . . . . . . . . . . . . . . . . . . . Available-for-sale investments . . . . . . . . . . . . . . . . Deposits and prepayments . . . . . . . . . . . . . . . . . . . Current assets Trade and other receivables . . . . . . . . . . . . . . . . . . Restricted cash . . . . . . . . . . . . . . . . . . . . . . . . . . . Cash and cash equivalents . . . . . . . . . . . . . . . . . . . Current tax recoverable . . . . . . . . . . . . . . . . . . . . . Current liabilities Trade and other payables . . . . . . . . . . . . . . . . . . . . Current tax payable . . . . . . . . . . . . . . . . . . . . . . . . Bank loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net current assets/(liabilities). . . . . . . . . . . . . . . . Total assets less current liabilities . . . . . . . . . . . . Non-current liabilities Bank loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Deferred tax liabilities . . . . . . . . . . . . . . . . . . . . . . NET ASSETS . . . . . . . . . . . . . . . . . . . . . . . . . . . CAPITAL AND RESERVES Share capital. . . . . . . . . . . . . . . . . . . . . . . . . . . . . Reserves. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total equity attributable to equity shareholders of the Company . . . . . . . . . . . . . . . . . . . . . . . . Non-controlling interests . . . . . . . . . . . . . . . . . . . . TOTAL EQUITY. . . . . . . . . . . . . . . . . . . . . . . . .	Note 11 12 13 19(b) 14 15 15 16(a) 16(b) 19(a) 17 19(a) 18 18 19(b) 22 23		As at 31 December	As at 31 December	As at 31 December	As at 31 December
			2015 US$’000 942 753 — 1,622 — — 3,317 --------- 57,764 104 8,864 — 66,732 --------- 45,312 3,007 5,368 53,687 --------- ----------------------------------- 13,045 --------- ----------------------------------- 16,362 --------- ----------------------------------- 4,580 — 4,580 --------- ----------------------------------- 11,782 17 11,765 11,782 — 11,782		2016 US$’000 1,409 1,990 28,998 4,714 608 25 37,744 --------- 102,346 121 71,884 5 174,356 --------- 167,150 7,893 5,710 180,753 --------- ----------------------------------- (6,397) --------- ----------------------------------- 31,347 --------- ----------------------------------- — 413 413 --------- ----------------------------------- 30,934 54 30,756 30,810 124 30,934		2017
							US$’000 1,883 3,878 28,998 8,088 — 65,992 108,839 --------- 118,132 47,618 44,797 266 210,813 --------- 180,958 7,263 7,587 195,808 --------- ----------------------------------- 15,005 --------- ----------------------------------- 123,844 --------- ----------------------------------- 32,856 621 33,477 --------- ----------------------------------- 90,367 28,401 61,966 90,367 — 90,367

Combined statements of cash flows

(Expressed in United States dollar)

Operating activities Cash (used in)/generated from operations . . . . . . Income tax paid . . . . . . . . . . . . . . . . . . . . . . . . . . Net cash (used in)/generated from operating activities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Investing activities Investment in available-for-sale investments . . . . . . Proceeds from disposal of available-for-sale investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . Payment for purchase of property, plant and equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Payment for purchase of intangible assets . . . . . . . . Prepayment for properties . . . . . . . . . . . . . . . . . . . Acquisition of subsidiaries . . . . . . . . . . . . . . . . . . . Acquisition of non-controlling interests of a subsidiary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Interests received . . . . . . . . . . . . . . . . . . . . . . . . . Net cash used in investing activities. . . . . . . . . . . Financing activities Proceeds from bank loans . . . . . . . . . . . . . . . . . . . Repayment of bank loans. . . . . . . . . . . . . . . . . . . . Capital injection . . . . . . . . . . . . . . . . . . . . . . . . . Interests paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . Advance from/(repayment to) related parties . . . . . . Changes in restricted cash . . . . . . . . . . . . . . . . . . . Dividends paid . . . . . . . . . . . . . . . . . . . . . . . . . . . Net cash generated from/(used in) financing activities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net increase/(decrease) in cash and cash equivalents. . . . . . . . . . . . . . . . . . . . . . . . . . . . Cash and cash equivalents at the beginning of the year. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Effect of foreign exchange rate changes. . . . . . . . Cash and cash equivalents at the end of the year.	Note 16(c) 16(d) 16(d) 16(d) 16(d) 16(b)		Year	Year	ended 31 December	ended 31 December	ended 31 December
			2015 US$’000 (12,563) (131) (12,694) ------------ — — (1,058) (1,641) — — — 1 (2,698) ------------ 22,204 (12,256) 24 (79) 14,222 (104) — 24,011 ------------ ----------------------------------------------- 8,619 — 245 8,864 ------------ -----------------------------------------------		2016 US$’000 31,854 (429) 31,425 ------------ (608) — (664) (1,049) — (29,782) — 292 (31,811) ------------ 72,729 (76,967) 37 (741) 67,893 (17) — 62,934 ------------ ----------------------------------------------- 62,548 8,864 472 71,884 ------------ -----------------------------------------------		2017
							US$’000 56,072 (6,874) 49,198 ------------ — 1,500 (1,076) (2,706) (65,966) (3,074) (755) 559 (71,518) ------------ 54,618 (19,884) 29,111 (131) (15,047) (47,497) (5,868) (4,698) ------------ ----------------------------------------------- (27,018) 71,884 (69) 44,797 ------------ -----------------------------------------------

The accompanying notes form part of the Historical Financial Information.

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ACCOUNTANTS’ REPORT

APPENDIX I

Notes to the historical financial information

1 Basis of preparation and presentation of Historical Financial Information

1.1 General information

Mobvista Inc. (the “Company”) was incorporated in the Cayman Islands on 16 April 2018 as an exempted company with limited liability under the Companies Law, Cap. 22 (Law 3 of 1961, as consolidated and revised) of the Cayman Islands.

The Company is an investment holding company and has not carried on any business since the date of its incorporation save for the group reorganisation below. The Company and its subsidiaries (together, “the Group”) are principally engaged in the provision of mobile advertising services.

1.2 Reorganisation and basis of presentation

The Company was incorporated in the Cayman Islands on 16 April 2018 as part of the reorganisation (the “Reorganisation”) of Seamless Technology Limited (“Seamless”). Prior to the completion of the Reorganisation as described below, the mobile advertising businesses were carried out by Seamless and its subsidiaries (together referred to as “Seamless Group”). Seamless Group was initially established in November 2014 and continued to grow substantially, and in early 2018, Seamless Group further absorbed some PRC mobile advertising businesses (“Other PRC Operating Entities”) from its controlling shareholder, Mobvista Co., Ltd.* (廣州匯量網絡科技股份有限公司, “Guangzhou Mobvista”). The absorption of the businesses of the Other PRC Operating Entities by Seamless was completed on 31 May 2018 and has been accounted for as a common control transaction in accordance with the accounting policy set out in Note 2(c) (iii).

In connection with the Reorganisation, on 13 April 2018, Seamless established Worldwide Target Limited (“Worldwide BVI”) as its wholly-owned subsidiary in the BVI, and then transferred to Worldwide BVI the entire share capital of each of Mintegral Limited, Flash Banner Technology, Advertter Technology Company Limited, Mintegral International Limited, Westcore Technology Limited, Adlogic Technology Pte. Ltd. and Mobvista International Technology Limited, which collectively engage in mobile advertising businesses in the PRC and some overseas countries (the “Core Operations”), in consideration for 60,217,492 shares of the Worldwide BVI. In [●] 2018, the Company issued [●] shares to Seamless in exchange for the entire share capital of Worldwide BVI. Upon the completion of the Reorganisation, the Company becomes the holding company of the Group.

The Reorganisation is considered as business combinations under common control. Accordingly, the accompanying combined financial information has been prepared using the principles of merger accounting as if the Group had always been in existence. The combined statements of profit or loss and other comprehensive income, the combined statement of changes in equity and the combined statements of cash flows of the Group for each of the years ended 31 December 2015, 2016 and 2017 have been prepared using the financial information of the companies engaged in the Core Operations and now comprising the Group, under the common control of Seamless as if the current group structure had been in existence throughout the Relevant Periods, or since the respective dates of incorporation/establishment of the combining companies, or since the date when the combining companies first came under the control of Seamless, whichever is a shorter period. The combined statements of financial position of the Group as at 31 December 2015, 2016 and 2017 have been prepared to present the assets and liabilities of the combining companies now comprising the Group using the existing book values from the perspective of Seamless.

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APPENDIX I

ACCOUNTANTS’ REPORT

Certain assets and liabilities historically associated with the Other PRC Operating Entities that were not transferred to the Group and were retained by Guangzhou Mobvista in connection with the Reorganisation because they were not considered strategically complementary to the Group’s mobile advertising businesses. These assets and liabilities have been included in the accompanying combined financial for period prior to 31 May, 2018 and reflected as a deemed distribution to Guangzhou Mobvista on 31 May 2018. The assets and liabilities retained by Guangzhou Mobvista, which are not complementary to the mobile advertising businesses, consisted of the following as at 31 May 2018:

Non-current assets Property, plant and equipment. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Intangible assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Deferred tax assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Deposits and prepayments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Current assets Other receivables. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Restricted cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Amounts due from related parties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Current liabilities Other payables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Amounts due to related parties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Current tax payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net current liabilities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total assets less current liabilities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Non-current liabilities Bank loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . NET ASSETS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		US$’000
		[924] [29] [2,297] [67,129] [70,379] ------------ [3,021] [12,243] [2,253] [27,476] [44,993] ------------ [2,696] [48,039] [482] [51,217] ------------ ----------------------------------------------- [(6,224)] ------------ ----------------------------------------------- [64,155] ------------ ----------------------------------------------- [32,335] [31,820]

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APPENDIX I

ACCOUNTANTS’ REPORT

1.3 Subsidiaries

As at the date of this report, no audited financial statements have been prepared for the Company as it is an investment holding company and not subject to statutory audit requirements under the relevant rules and regulations in the jurisdiction of incorporation. The financial statements of the subsidaries of the Group for which there are statutory requirements were prepared in accordance with the relevant accounting rules and regulations applicable to entities in the countries in which they were incorporated and/or established.

Upon completion of the Reorganisation and as at the date of this report, the Company has direct or indirect interests in the following principal subsidiaries, all of which are private companies:

Company name Worldwide Target Limited . . . . . . . Mobvista International Technology Limited (“MIT HK”) . . . . . . . . Advertter Technology Company Limited . . . . . . . . . . . . . . . . Flash Banner Technology Company Limited . . . . . . . . . . . . . . . . Mintegral Limited (formerly known as Pointer Ad Technology Company Limited) . . . . . . . . . . Adlogic Technology Pte. Ltd. . . . . . Mintegral International Limited (formerly known as Dime Freak Technology Limited). . . . . . . . . Westcore Technology Limited . . . . . Mobvista-Japan Co., Ltd. . . . . . . . Guangzhou Huiliang Information Technology Company Limited* (廣州匯量信息科技有限公司, “Guangzhou Huiliang”) . . . . . . .	Place and date of incorporation/ establishment British Virgin Islands (“BVI”) 13 April 2018 Hong Kong 15 December 2014 Seychelles 24 June 2015 Seychelles 24 June 2015 Seychelles 24 June 2015 Singapore 14 October 2015 Hong Kong 24 May 2013 Cayman Islands 6 December 2015 Japan 22 September 2017 the PRC 2 April 2015	issued and paid-up capital/ registered capital US$50,000 Hong Kong Dollar (“HK$”) 10,000 US$100 US$100 US$100 Singapore Dollar 50,000 HK$10,000 US$0.01 Japanese Yen 1,000,000 US$1,000,000	Proportion of ownership interest Direct Indirect 100% — — 100% — 100% — 100% — 100% — 100% — 100% — 100% — 100% — 100%	Principal activities Investment holding Mobile advertising services Mobile advertising services Mobile advertising services Mobile advertising services Mobile advertising services Mobile advertising services Investment holding Mobile advertising services Technology and mobile advertising services	Note
			Direct 100% — — — — — — — — —
					1 2 1 1 1 3 7 1 4 5

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APPENDIX I			ACCOUNTANTS’ REPORT	ACCOUNTANTS’ REPORT	ACCOUNTANTS’ REPORT
Company name Eurocore B.V. . . . . . . . . . . . . . . Mobvista (India) Limited . . . . . . . . USCore, Inc . . . . . . . . . . . . . . . Game Analytics ApS . . . . . . . . . . Mintegral North America Inc. (formerly known as NX Ads Inc.) . nativeX, LLC . . . . . . . . . . . . . . NX Info LLC . . . . . . . . . . . . . . Bulletproof Studio LLC. . . . . . . . . Game Analytics Ltd. . . . . . . . . . . Mobworld Technology Limited* (廣州滙世信息科技有限公司) . . .	Place and date of incorporation/ establishment Netherlands 28 July 2016 India 10 October 2017 United States of America (“US”) 9 December 2015 Denmark 20 October 2011 US 19 October 2017 US 9 June 2010 US 19 October 2017 US 7 October 2014 United Kingdom 11 September 2014 the PRC 6 February 2018	issued and paid-up capital/ registered capital Euro 1 Indian Rupees 600,000 US$1 Euro 74,067 US$1 — — — British Pound 0.1 RMB5,000,000	Proportion of ownership interest Direct Indirect — 100% — 100% — 100% — 100% — 100% — 100% — 100% — 100% — 100% — 100%	Principal activities Investment holding Mobile advertising services Investment holding Mobile advertising analysis solutions Mobile advertising services Mobile advertising services Mobile advertising services Mobile advertising services Mobile advertising analysis solutions Mobile advertising services	Note
			Direct — — — — — — — — — —
					1 4 1 6 1 1 1 1 1 1

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APPENDIX I

ACCOUNTANTS’ REPORT

The particulars of Other PRC Operating Entities are set out below:

	Place and date of Issued and paid-up
Company name establishment capital Principal activities Note
Guangzhou Ruisou the PRC RMB180,000,000 Mobile advertising 1
	Information 7 November 2013 services
	Technology Co., Ltd.
	(“Guangzhou Ruisou”)
Shenzhen Huirui Qianhai the PRC RMB10,000,000 Mobile advertising 1
	Information 28 March 2016 services
	Technology Co., Ltd.
	(“Shenzhen Huirui”) . .
Beijing Huiju Shanhe the PRC RMB1,000,000 Technology services 1
	Internet Technology 11 September 2014
	Co., Ltd. (“Beijing
	Huiju Shanhe”) . . . . .
Notes:
1	No statutory audited financial statements have been prepared for these companies during the Relevant Periods as they were either
	newly incorporated in 2018 or not subject to statutory audit requirements under the relevant rules and regulations in the
	jurisdiction of incorporation/establishment.
2	The statutory financial statements of this company for the period from 15 October 2014 to 31 January 2016 and for the year ended
	31 January 2017 were prepared in accordance with the Hong Kong Financial Reporting Standards issued by the Hong Kong
	Institute of Certified Public Accountants, and audited by Messrs. Dominic K.F. Chan & Co., Certified Public Accountants
	(Practising) in Hong Kong. As at the date of this report, the audited statutory financial statements of this company for the year
	ended 31 January 2018 was not yet issued.
3	The statutory financial statements of this company for the financial period from 14 October 2015 to 31 January 2017 were
	prepared in accordance with Financial Reporting Standards in Singapore and audited by Grandeza Pac, public accountants and
	chartered accountants in Singapore. As at the date of this report, the audited statutory financial statements of this company for
	the year ended 31 January 2018 was not yet issued.
4.	These companies were incorporated in 2017 and no statutory financial statements have been prepared for them.
5.	The statutory financial statements of this company for each of the year ended 31 December 2015 and 2016 were prepared in
	accordance with the Accounting Standards for Business Enterprises applicable to the enterprises in the PRC, and audited by Pan-China Certified Public Accountants Guangdong Branch (天健會計師事務所（特殊普通合夥）廣東分所) and Guangzhou Huazidian Certified Public Accountant (廣州華字典會計師事務所) respectively. As at the date of this report, the audited
	statutory financial statements of this company for the year ended 31 December 2017 was not yet issued.
6	This Company was acquired by the Group in 2016. The statutory financial statements of this company for the year ended 31
	December 2016 were prepared in accordance with Danish Financial Statement Act and audited by Deloitte Touche Tohmatsu
	Limited, certified public accountants in the Denmark. As at the date of this report, the audited statutory financial statements of
	this company for the year ended 31 December 2017 was not yet issued.
7	The statutory financial statements of this company for the period from 24 May 2013 to 31 December 2015 and for the years ended
	31 December 2016 and 2017 were prepared in accordance with the Small and Medium-sized Entity Financial Reporting Standard
	issued by the Hong Kong Institute of Certified Public Accountants, and audited by Messrs. Dominic K.F. Chan & Co., Certified
	Public Accountants (Practising) in Hong Kong.

The official name of these entities is in Chinese. The English name is for identification purpose only.

1.4 Basis of preparation

All companies now comprising the Group have adopted 31 December as their financial year end date, except for MIT HK and Adlogic Technology Pte. Ltd. (which have a year-end date of 31 January).

The Historical Financial Information has been prepared in accordance with all applicable International Financial Reporting Standards (“IFRSs”) which collective term includes all applicable individual International Financial Reporting Standards, International Accounting Standards and Interpretations issued by the International Accounting Standards Board (“IASB”). Further details of the significant accounting policies adopted are set out in note 2.

The IASB has issued a number of new and revised IFRSs. For the purpose of preparing this Historical Financial Information, the Group has adopted all applicable new and revised IFRSs for the Relevant Periods

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APPENDIX I ACCOUNTANTS’ REPORT

and early adopted IFRS 15, Revenue from contracts with customers , on a fully retrospective basis. The Group has not early adopted any other new standards or interpretations that are not yet effective for the accounting year beginning on 1 January 2017. The revised and new accounting standards and interpretations issued but not yet effective for the accounting year beginning on 1 January 2017 and which are not yet adopted by the Group are set out in note 29.

The Historical Financial Information also complies with the applicable disclosure provisions of the Rules Governing the [REDACTED] of Securities on [REDACTED] (the “[REDACTED]”).

The accounting policies set out below have been applied consistently to all periods presented in the Historical Financial Information.

2 Significant accounting policies

(a) Basis of measurement

The Historical Financial Information is presented in United States dollar (“US$”), rounded to the nearest thousand. The measurement basis used in the preparation of the financial statements is the historical cost basis except the available-for-sale investments are stated at fair value as explained in note 2(d).

(b) Use of estimates and judgments

The preparation of Historical Financial Information in conformity with IFRSs requires management to make judgements, estimates and assumptions that affect the application of policies and reported amounts of assets, liabilities, income and expenses. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making the judgements about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.

Judgements made by management in the application of IFRSs that have significant effect on the Historical Financial Information and major sources of estimation uncertainty are discussed in note 3.

(c) Consolidation

(i) Subsidiaries and non-controlling interest

Subsidiaries are entities controlled by the Group. The Group controls an entity when it is exposed, or has rights, to variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. When assessing whether the Group has power, only substantive rights (held by the Group and other parties) are considered.

An investment in a subsidiary is combined into the Historical Financial Information from the date that control commences until the date that control ceases. Intra-group balances, transactions and any unrealised profits arising from intra-group transactions are eliminated in full in preparing the Historical Financial Information. Unrealised losses resulting from intra-group transactions are eliminated in the same way as unrealised gains but only to the extent that there is no evidence of impairment.

Non-controlling interests represent the equity in a subsidiary not attributable directly or indirectly to the Company, and in respect of which the Group has not agreed any additional terms with the holders of those

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APPENDIX I

ACCOUNTANTS’ REPORT

interests which would result in the Group as a whole having a contractual obligation in respect of those interests that meets the definition of a financial liability. For each business combination, the Group can elect to measure any non-controlling interests either at fair value or at the non-controlling interests’ proportionate share of the subsidiary’s net identifiable assets.

Non-controlling interests are presented in the consolidated statement of financial position within equity, separately from equity attributable to the equity shareholders of the Company. Non-controlling interests in the results of the Group are presented on the face of the consolidated statement of profit or loss and the consolidated statement of profit or loss and other comprehensive income as an allocation of the total profit or loss and total comprehensive income for the year between non-controlling interests and the equity shareholders of the Company.

Changes in the Group’s interests in a subsidiary that do not result in a loss of control are accounted for as equity transactions, whereby adjustments are made to the amounts of controlling and non-controlling interests within consolidated equity to reflect the change in relative interests, but no adjustments are made to goodwill and no gain or loss is recognised.

In the Company’s statement of financial position, an investment in a subsidiary is stated at cost less impairment losses (see note 2(h)).

(ii) Business combination not under common control

Business combinations not under common control are accounted for using the acquisition method as at the acquisition date, which is the date on which control is transferred to the Group. Control is the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities.

Deferred consideration comprises obligations to pay specific amounts at future dates. Deferred consideration is recognised and measured at fair value at the acquisition date and included in the consideration transferred. The unwinding of any interest element of deferred consideration is recognised in profit or loss.

Costs related to the acquisition, other than those associated with the issue of debt or equity securities, that the Group incurs in connection with a business combination are expensed as incurred. Any contingent consideration payable is recognised at fair value at the acquisition date and included in the consideration transferred. If the contingent consideration is classified as equity, it is not re-measured and settlement is accounted for within equity. Otherwise, subsequent changes to the fair value of the contingent consideration are recognised in profit or loss.

(iii) Business combinations involving entities under common control

The combined financial statements incorporate the financial statement items of the combining entities or businesses in which the common control combination occurs as if they had been combined from the date when the combining entities or businesses first came under the control of the controlling shareholder.

The assets and liabilities of the combining entities or businesses are combined at the carrying amounts previously recognised in the respective controlling shareholder’s financial statements.

The combined statements of profit or loss and comprehensive income include the results of each of the combining entities or businesses from the earliest date presented or since the date when combining entities or businesses first came under common control, where this is a shorter period, regardless of the date of the common control combination.

The comparative amounts in the combined financial statements are presented as if the entities or businesses had been combined at the earliest balance sheet date presented or when they first came under common control, whichever is later.

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APPENDIX I

ACCOUNTANTS’ REPORT

(d) Available-for-sale investments

Available-for-sale investments are initially stated at fair value, which is their transaction price unless it is determined that the fair value at initial recognition differs from the transaction price and that fair value is evidenced by a quoted price in an active market for an identical asset or liability or based on a valuation technique that uses only data from observable markets. Cost includes attributable transaction costs.

At the end of each reporting period the fair value is remeasured, with any resultant gain or loss being recognised in other comprehensive income and accumulated separately in equity in the fair value reserve. As an exception to this, available-for-sale investments that do not have a quoted price in an active market for an identical instrument and whose fair value cannot otherwise be reliably measured are recognised in the statement of financial position at cost less impairment losses (see note 2(h)). Interest income from available-for-sale investments calculated using the effective interest method are recognised in profit or loss in accordance with the policies set out in note 2(p)(iii).

When the investments are derecognised or impaired (see note 2(h)), the cumulative gain or loss recognised in equity is reclassified to profit or loss. Investments are recognised / derecognised on the date the Group commits to purchase / sell the investments or they expire.

(e) Property, plant and equipment

Property, plant and equipment are stated at cost less accumulated depreciation and impairment losses (see note 2(h)).

Depreciation is calculated to write off the cost of items of property, plant and equipment, less their estimated residual value, if any, using the straight line method over their estimated useful lives as follows:

Motor vehicles 3 years Office equipment, furniture and fittings 3 years Leasehold improvements Shorter of the remain term of the lease or 3 years

Gains or losses arising from the retirement or disposal of an item of property, plant and equipment are determined as the difference between the net disposal proceeds and the carrying amount of the item and are recognised in profit or loss on the date of retirement or disposal.

Where parts of an item of property, plant and equipment have different useful lives, the cost or valuation of the item is allocated on a reasonable basis between the parts and each part is depreciated separately. Both the useful life of an asset and its residual value, if any, are reviewed annually.

(f) Goodwill and intangible assets

(i) Goodwill
Goodwill represents the excess of
a) the aggregate of the fair value of the consideration transferred, the amount of any non-controlling interest in the acquiree and the fair value of the Group’s previously held equity interest in the acquiree; over
b) the net fair value of the acquiree’s identifiable assets and liabilities measured as at the acquisition date.

When b) is greater than a), then this excess is recognised immediately in profit or loss as a gain on a bargain purchase.

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(ii) Intangible assets

Expenditure on research activities is recognised as an expense in the period in which it is incurred. Expenditure on development activities is capitalised if the product or process is technically and commercially feasible and the Group has sufficient resources and the intention to complete development. The expenditure capitalised includes the costs of materials, direct labour, and an appropriate proportion of overheads. Capitalised development costs are stated at cost less accumulated amortisation and impairment losses (see note 2(h)). Other development expenditure is recognised as an expense in the Relevant Period in which it is incurred.

Intangible assets that are acquired by the Group are stated at cost less accumulated amortisation and impairment losses (see note 2(h)). Expenditure on internally generated goodwill and brands is recognised as an expense in the period in which it is incurred.

Amortisation of intangible assets with finite useful lives is charged to profit or loss on a straight-line basis over the assets’ estimated useful lives. The following intangible assets with finite useful lives are amortised from the date they are available for use and their estimated useful lives are as follows:

Software 1 - 3 years Royalties 2 years Trademark 7 years Developed Technology 3 - 3.5 years

Both the period and method of amortisation are reviewed annually.

(g) Operating lease charges

Where the Group has the use of assets held under operating leases, payments made under the leases are charged to profit or loss in equal instalments over the accounting periods covered by the lease term, except where an alternative basis is more representative of the pattern of benefits to be derived from the leased asset. Lease incentives received are recognised in profit or loss as an integral part of the aggregate net lease payments made. Contingent rentals are charged to profit or loss in the accounting period in which they are incurred.

The cost of acquiring land held under an operating lease is amortised on a straight-line basis over the period of the lease term.

(h) Impairments of assets

(i) Impairment of current and non-current receivables and available-for-sale investments

Current and non-current receivables that are stated at cost or amortised cost and available-for-sale investments are reviewed annually to determine whether there is objective evidence of impairment. Objective evidence of impairment includes observable data that comes to the attention of the Group about one or more of the following loss events:

significant financial difficulty of the debtor;
a breach of contract, such as a default or delinquency in interest or principal payments;
it becoming probable that the debtor will enter bankruptcy or other financial reorganisation; and
significant changes in the technological, market, economic or legal environment that have an adverse effect on the debtor.

If any such evidence exists, any impairment loss is determined and recognised as follows:

For current and non-current receivables carried at amortised cost, the impairment loss is measured as the difference between the asset’s carrying amount and the present value of estimated future

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APPENDIX I ACCOUNTANTS’ REPORT

cash flows, discounted at the financial asset’s original effective interest rate (i.e. the effective interest rate computed at initial recognition of these assets), where the effect of discounting is material. This assessment is made collectively where these financial assets share similar risk characteristics, such as similar past due status, and have not been individually assessed as impaired. Future cash flows for financial assets which are assessed for impairment collectively are based on historical loss experience for assets with credit risk characteristics similar to the collective group.

If in a subsequent period the amount of an impairment loss decreases and the decrease can be linked objectively to an event occurring after the impairment loss was recognised, the impairment loss is reversed through profit or loss. A reversal of an impairment loss shall not result in the asset’s carrying amount exceeding that which would have been determined had no impairment loss been recognised in prior periods.

For available-for-sale investments, the cumulative loss that has been recognised in the fair value reserve is reclassified to profit or loss. The amount of the cumulative loss that is recognised in profit or loss is the difference between the acquisition cost (net of any principal repayment and amortisation) and current fair value, less any impairment loss on that asset previously recognised in profit or loss. Impairment losses recognised in profit or loss in respect of available-for-sale equity securities are not reversed through profit or loss. Any subsequent increase in the fair value of such assets is recognised in other comprehensive income.

Impairment losses are written off against the corresponding assets directly, except for impairment losses recognised in respect of trade debtors included within trade and other receivables, whose recovery is considered doubtful but not remote. In this case, the impairment losses for doubtful debts are recorded using an allowance account. When the Group is satisfied that recovery is remote, the amount considered irrecoverable is written off against trade debtors directly and any amounts held in the allowance account relating to that debt are reversed. Subsequent recoveries of amounts previously charged to the allowance account are reversed against the allowance account. Other changes in the allowance account and subsequent recoveries of amounts previously written off directly are recognised in profit or loss.

(ii) Impairment of other assets

Internal and external sources of information are reviewed at the end of each reporting period to identify indications that the following assets may be impaired or an impairment loss previously recognised no longer exists or may have decreased:

property, plant and equipment
intangible assets; and
goodwill

If any such indication exists, the asset’s recoverable amount is estimated. In addition, for goodwill, the recoverable amount is estimated annually whether or not there is any indication of impairment.

— Calculation of recoverable amount

The recoverable amount of an asset is the greater of its fair value less costs of disposal and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. Where an asset does not generate cash inflows largely independent of those from other assets, the recoverable amount is determined for the smallest group of assets that generates cash inflows independently (i.e. a cash-generating unit).

Recognition of impairment losses

An impairment loss is recognised in profit or loss if the carrying amount of an asset, or the cash-generating unit to which it belongs, exceeds its recoverable amount. Impairment losses recognised in

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respect of cash-generating units are allocated first to reduce the carrying amount of any goodwill allocated to the cash-generating unit (or group of units) and then, to reduce the carrying amount of the other assets in the unit (or group of units) on a pro rata basis, except that the carrying value of an asset will not be reduced below its individual fair value less costs of disposal (if measurable) or value in use (if determinable).

— Reversals of impairment losses

In respect of assets other than goodwill, an impairment loss is reversed if there has been a favourable change in the estimates used to determine the recoverable amount. An impairment loss in respect of goodwill is not reversed.

A reversal of impairment loss is limited to the asset’s carrying amount that would have been determined had no impairment loss been recognised in prior periods.

Reversals of impairment losses are credited to profit or loss in the period in which the reversals are recognised.

(i) Trade and other receivables

Trade and other receivables are initially recognised at fair value and thereafter stated at amortised cost using the effective interest method, less allowance for impairment of doubtful debts (see note 2(h)), except where the receivables are interest-free loans made to related parties without any fixed repayment terms or the effect of discounting would be immaterial. In such cases, the receivables are stated at cost less allowance for impairment of doubtful debts.

(j) Interest-bearing borrowings

Interest-bearing borrowings are recognised initially at fair value less attributable transaction costs. Subsequent to initial recognition, interest-bearing borrowings are stated at amortised cost with any difference between the amount initially recognised and redemption value being recognised in profit or loss over the period of the borrowings, together with any interest and fees payable, using the effective interest method.

(k) Trade and other payables

Trade and other payables are initially recognised at fair value. Trade and other payables are subsequently stated at amortised cost unless the effect of discounting would be immaterial, in which case they are stated at cost.

(l) Cash and cash equivalents

Cash and cash equivalents comprise cash at bank and on hand, demand deposits with banks and other financial institutions, and short-term, highly liquid investments that are readily convertible into known amounts of cash and which are subject to an insignificant risk of changes in value, having been within three months of maturity at acquisition.

(m) Employee benefits

(i) Short term employee benefits and contributions to defined contribution retirement plans

Salaries, annual bonuses, paid annual leave, contributions to defined contribution retirement plans and the cost of non-monetary benefits are accrued in the period in which the associated services are rendered by employees. Where payment or settlement is deferred and the effect would be material, these amounts are stated at their present values.

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(ii) Share-based payments

The fair value of shares granted under the share incentive scheme to employees is recognised as an employee cost with a corresponding increase in an employee share-based compensation reserve within equity. The fair value is measured at grant date using the binomial lattice model, taking into account the terms and conditions (including lock up period) upon which the shares were granted. Where the employees have to meet vesting conditions before becoming unconditionally entitled to the shares, the total estimated fair value of the shares is spread over the vesting period, taking into account the probability that the shares will vest.

During the vesting period, the number of shares that is expected to vest is reviewed. Any resulting adjustment to the cumulative fair value recognised in prior years is charged/credited to the profit or loss for the year of the review. On vesting date, the amount recognised as an expense is adjusted to reflect the actual number of shares that vest (with a corresponding adjustment to the employee share-based compensation reserve).

(n) Income tax

Income tax for the year comprises current tax and movements in deferred tax assets and liabilities. Current tax and movements in deferred tax assets and liabilities are recognised in profit or loss except to the extent that they relate to items recognised in other comprehensive income or directly in equity, in which case the relevant amounts of tax are recognised in other comprehensive income or directly in equity, respectively.

Current tax is the expected tax payable on the taxable income for the period, using tax rates enacted or substantively enacted at the end of the reporting period.

Deferred tax assets and liabilities arise from deductible and taxable temporary differences respectively, being the differences between the carrying amounts of assets and liabilities for financial reporting purposes and their tax bases. Deferred tax assets also arise from unused tax losses and unused tax credits.

Apart from differences which arise on initial recognition of assets and liabilities, all deferred tax liabilities, and all deferred tax assets to the extent that it is probable that future taxable profits will be available against which the asset can be utilised, are recognised. Future taxable profits that may support the recognition of deferred tax assets arising from deductible temporary differences include those that will arise from the reversal of existing taxable temporary differences, provided those differences relate to the same taxation authority and the same taxable entity, and are expected to reverse either in the same period as the expected reversal of the deductible temporary difference or in periods into which a tax loss arising from the deferred tax asset can be carried back or forward. The same criteria are adopted when determining whether existing taxable temporary differences support the recognition of deferred tax assets arising from unused tax losses and credits, that is, those differences are taken into account if they relate to the same taxation authority and the same taxable entity, and are expected to reverse in a period, or periods, in which the tax loss or credit can be utilised.

The limited exceptions to recognition of deferred tax assets and liabilities are those temporary differences arising from goodwill not deductible for tax purposes, the initial recognition of assets or liabilities that affect neither accounting nor taxable profit (provided they are not part of a business combination), and temporary differences relating to investments in subsidiaries to the extent that, in the case of taxable differences, the Group controls the timing of the reversal and it is probable that the differences will not reverse in the foreseeable future, or in the case of deductible differences, unless it is probable that they will reverse in the future.

The amount of deferred tax recognised is measured based on the expected manner of realisation or settlement of the carrying amount of the assets and liabilities, using tax rates enacted or substantively enacted at the end of the reporting period. Deferred tax assets and liabilities are not discounted.

The carrying amount of a deferred tax asset is reviewed at the end of each reporting period and is reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow the related tax benefit to be utilised. Any such reduction is reversed to the extent that it becomes probable that sufficient taxable profits will be available.

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ACCOUNTANTS’ REPORT

Current tax balances and deferred tax balances, and movements therein, are presented separately from each other and are not offset. Current tax assets are offset against current tax liabilities, and deferred tax assets against deferred tax liabilities, if the Company or the Group has the legally enforceable right to set off current tax assets against current tax liabilities and the following additional conditions are met:

in the case of current tax assets and liabilities, the Company or the Group intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously; or
in the case of deferred tax assets and liabilities, if they relate to income taxes levied by the same taxation authority on either:
the same taxable entity; or
different taxable entities, which, in each future period in which significant amounts of deferred tax liabilities or assets are expected to be settled or recovered, intend to realise the current tax assets and settle the current tax liabilities on a net basis or realise and settle simultaneously.

(o) Provisions and contingent liabilities

Provisions are recognised for other liabilities of uncertain timing or amount when the Group or the Company has a legal or constructive obligation arising as a result of a past event, it is probable that an outflow of economic benefits will be required to settle the obligation and a reliable estimate can be made. Where the time value of money is material, provisions are stated at the present value of the expenditure expected to settle the obligation.

Where it is not probable that an outflow of economic benefits will be required, or the amount cannot be estimated reliably, the obligation is disclosed as a contingent liability, unless the probability of outflow of economic benefits is remote. Possible obligations, whose existence will only be confirmed by the occurrence or non-occurrence of one or more future events are also disclosed as contingent liabilities unless the probability of outflow of economic benefits is remote.

(p) Revenue recognition

Revenue is measured based on the consideration specified in a contract with a customer and excludes amounts collected on behalf of third parties. The Group recognises revenue when it transfer control over service to a customer.

The following is a description of principal activities from which the Group generates its revenue.

(i) Provision of mobile advertising services

The Group’s principal services are the provisions of mobile advertising services. The Group utilizes a combination of pricing models and revenue is recognised when the related services are delivered based on the specific terms of the contract, which are commonly based on:

a) specified actions (i.e. cost per action (“CPA”) and related campaign budgets, depending on the advertisers’ preferences and their campaigns launched), or
b) agreed rebates to be earned from certain publishers.

Specified actions

Revenue is recognized on a CPA basis once agreed actions (download, activation, registration and etc.) are performed. While none of the factors individually are considered presumptive or determinative, because the Group is the primary obligor and are responsible for (1) identifying and contracting with third-party advertisers which the Group views as customers; (2) identifying mobile publishers to provide mobile spaces where the Group views the mobile publishers as suppliers; (3) establishing the selling prices of CPA pricing model; (4) performing all billing and collection activities, including retaining credit risk; and (5) bearing sole responsibility for fulfillment of the advertising, the Group acts as the principal of these arrangements and therefore recognised revenue earned and costs incurred related to these transactions on a gross basis.

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ACCOUNTANTS’ REPORT

Agreed rebates to be earned from certain publishers

In the arrangement with certain publishers, the Group act as a sales agent for these publishers by having marketing clients market with this publisher. In return, the Group earn incentives from these publishers based on contractually stipulated amounts once certain spending thresholds are achieved. The Group consider these particular publishers as customers and record such incentives as net revenues. Incentives from these publishers are calculated on a quarterly or an annual basis in accordance with the terms as agreed in arrangements.

(ii) Game publishing

Sole Publishing

The Group operates third party developers’ games through cooperation with game developers and platforms (i.e. the vendors). The revenue from the virtual items sold is shared between the Group, game developers and the vendors, which is pre-determined in separate revenue sharing arrangements. The Group has evaluated and determined it is the primary obligor in the services rendered to the game players. Accordingly the Group records its revenue at gross amount and the portion of sharing of revenue with both the game developers and the vendors are recorded as cost of sales.

The Group has adopted a policy to recognize revenues for both consumable and durable items through virtual world tokens over the period of game players’ relationship with the Group on a game-by-game basis.

Cooperative publishing

The Group publishes third party developers’ games by cooperating with local publishers. The Group has evaluated and determined it is not the primary obligor in the services rendered to the game players, but generating revenue by rendering sub-license and operating support service to local publishers. The Group generates its revenue by sharing certain portion of the revenue from virtual items sold, which is the net amount received from the local publishers.

(iii) Interest income

Interest income is recognised as it accrues using the effective interest method.

(iv) Government grants

Government grants are recognised in the statement of financial position initially when there is reasonable assurance that they will be received and that the Group will comply with the conditions attaching to them. Grants that compensate the Group for expenses incurred are recognised as income in profit or loss on a systematic basis in the same periods in which the expenses are incurred. Grants that compensate the Group for the cost of an asset are deducted from the carrying amount of the asset and consequently are effectively recognized in profit or loss over the useful life of the asset by way of reduced depreciation expense.

(q) Translation of foreign currencies

Foreign currency transactions during the period are translated at the foreign exchange rates ruling at the transaction dates. Monetary assets and liabilities denominated in foreign currencies and non-monetary assets and liabilities denominated in foreign currencies that are stated at fair value are translated at the foreign exchange rates ruling at the end of the reporting period. Exchange gains and losses are recognised in profit or loss policies.

Non-monetary assets and liabilities that are measured in terms of historical cost in a foreign currency are translated using the foreign exchange rates ruling at the transactions dates.

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ACCOUNTANTS’ REPORT

The results of foreign operations are translated into United States dollar at the average exchange rates for the period which approximating the foreign exchange rates ruling at the dates of the transactions. Statement of financial position items are translated into United States dollar at the closing foreign exchange rates at the end of the reporting period. The resulting exchange differences are recognised in other comprehensive income and accumulated separately in equity in the exchange reserve.

(r) Borrowing costs

Borrowing costs are expensed in the period in which they are incurred.

(s) Related parties

(i) A person, or a close member of that person’s family, is related to the Group if that person:
(1) has control or joint control over the Group;
(2) has significant influence over the Group; or
(3) is a member of the key management personnel of the Group or the Group’s parent.
(ii) An entity is related to the Group if any of the following conditions applies:
(1) The entity and the Group are members of the same group (which means that each parent, subsidiary and fellow subsidiary is related to the others).
(2) One entity is an associate or joint venture of the other entity (or an associate or joint venture of a member of a group of which the other entity is a member).
(3) Both entities are joint ventures of the same third party.
(4) One entity is a joint venture of a third entity and the other entity is an associate of the third entity.
(5) The entity is a post-employment benefit plan for the benefit of employees of either the Group or an entity related to the Group.
(6) The entity is controlled or jointly controlled by a person identified in (i).
(7) A person identified in (i)(1) has significant influence over the entity or is a member of the key management personnel of the entity (or of a parent of the entity).

Close members of the family of a person are those family members who may be expected to influence, or be influenced by, that person in their dealings with the entity.

(t) Segment reporting

Operating segments, and the amounts of each segment item reported in the Historical Financial Information, are identified from the financial information provided regularly to the Group’s most senior executive management for the purposes of allocating resources to, and assessing the performance of the Group’s various lines of business and geographical locations.

Individually material operating segments are not aggregated for financial reporting purposes unless the segments have similar economic characteristics and are similar in respect of the nature of products and services, the nature of production processes, the type or class of customers, the methods used to distribute the products or provide the services, and the nature of the regulatory environment. Operating segments which are not individually material may be aggregated if they share a majority of these criteria.

3 Accounting judgements and estimates

Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

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ACCOUNTANTS’ REPORT

The selection of critical accounting policies, the judgements and other uncertainties affecting application of those policies and the sensitivity of reported results to changes in condition and assumptions are factors to be considered when reviewing the Historical Financial Information. The principal accounting policies are set forth in note 2. The Group believes the following critical accounting policies involve the most significant judgements and estimates used in the preparation of the Historical Financial Information.

(a) Principal versus agent considerations - revenue from provision of mobile advertising service

In determining whether the Group is acting as a principal or as an agent in the provision of mobile advertising services requires judgements and considerations of all relevant facts and circumstances. The Group is a principal in a transaction if the Group obtains control of services provided before they are transferred to customers. If control is unclear, when the Group is primarily obligated in a transaction, and has latitude in establishing prices and selecting publishers, or has several but not all of these indicators, the Group records revenues on a gross basis. Otherwise, the Group records the net amount earned as commissions from services provided.

(b) Impairment of trade receivables

Receivables that are measured at cost or amortised cost are reviewed at the end of each reporting period to determine whether there is objective evidence of impairment. If any such evidence exists, an impairment loss is recorded. Objective evidence of impairment includes observable data that comes to the attention of the Group about loss events such as significant decline in the estimated future cash flows of an individual debtor or the portfolio of debtors, and significant changes in the financial condition that have an adverse effect on the debtor. If there is a change in the objective evidence of impairment in relation to the debtors, the actual impairment loss would be higher or lower than the allowance for doubtful debts recognised in the Historical Financial Information.

(c) Income taxes

The Group is subject to income taxes in different jurisdictions. Significant judgement is required in determining the worldwide provision for income taxes. There are many transactions and calculations for which the ultimate tax determination is uncertain. The Group recognised liabilities for anticipated tax audit issues based on estimates of whether additional taxes will be due. Where the final tax outcome of these matters is different from the amounts that were initially recorded, such difference will impact the actual current and deferred income tax in the period in which such determination is made.

In addition, deferred tax assets are recognised to the extent that it is probable that future taxable profit will be available against which the assets can be utilised. Significant management judgement is required to determine the amount of deferred tax assets that can be recognised upon the likely timing and the level of future taxable profits of the individual entities together with the tax planning strategies.

4 Revenue

The Group is principally engaged in provision of mobile advertising services in the Relevant Periods. For the purpose of resources allocation and performance assessment, the Group’s management focuses on the operating results of the Group as a whole. As such, the Group’s resources are integrated and no discrete operating segment information is available. Accordingly, no operating segment information is presented.

The amount of each significant category of revenue recognised during the Relevant Periods is as follows:

Provision of mobile advertising services . . . . . . . . . . . . . . Game publishing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		Year ended 31 December	Year ended 31 December	Year ended 31 December	Year ended 31 December
		2015 US$’000 158,253 8,954 167,207		2016 US$’000 267,592 16,331 283,923		2017
						US$’000 312,044 912 312,956

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ACCOUNTANTS’ REPORT

The Group’s customer base is diversified and includes one, nil and nil customer with whom transactions have exceeded 10% of the Group’s revenues for each of the years ended 31 December 2015, 2016 and 2017 respectively. Revenues from this customer during the Relevant Periods are set out below.

Customer A. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	Year ended 31 December	Year ended 31 December	Year ended 31 December
	2015 US$’000 37,114	2016 US$’000 N/A*	2017
			US$’000 N/A*

Note:

represents that the amount of revenue from that customer is less than 10% of the total revenue of that year.

Details of concentrations of credit risk arising from customers are set out in note 25(a).

Geographic information

The following table sets out information about the geographical location of the Group’s revenue from external customers. The geographical location of customers is based on the location of the customers’ headquarters.

Greater China (note (i)) . . . . . . . . . . . . . . . . . . . . . . . . . . Americas . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Southeast Asia (note (ii)) . . . . . . . . . . . . . . . . . . . . . . . . . Other Asian countries. . . . . . . . . . . . . . . . . . . . . . . . . . . . Europe . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Others . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		Revenue from external customers Year ended 31 December	Revenue from external customers Year ended 31 December	Revenue from external customers Year ended 31 December	Revenue from external customers Year ended 31 December	Revenue from external customers Year ended 31 December
		2015 US$’000 122,047 9,324 14,760 12,995 4,783 3,298 167,207		2016 US$’000 135,279 49,957 31,840 30,327 17,936 18,584 283,923		2017
						US$’000 140,076 61,681 30,283 41,904 20,510 18,502 312,956

Notes:

(i) Includes Mainland China, Hong Kong, Macau and Taiwan.

(ii) Includes Singapore, Vietnam, Indonesia, Thailand, Malaysia, Cambodia, Myanmar and Philippines.

5 Other net income

Interest income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net foreign exchange gain/(loss) . . . . . . . . . . . . . . . . . . . . Gain on disposal of available-for-sale investments . . . . . . . Government grants (note) . . . . . . . . . . . . . . . . . . . . . . . . . Others . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		Year ended 31 December	Year ended 31 December	Year ended 31 December	Year ended 31 December
		2015 US$’000 3 10 — — — 13		2016 US$’000 292 95 — 16 181 584		2017
						US$’000 585 (213) 892 302 238 1,804

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APPENDIX I ACCOUNTANTS’ REPORT

Note: Government grants received during the years ended 31 December 2016 and 2017 represented unconditional cash subsidies received by certain PRC subsidiaries from local government for the Group’s achievement. There are no unfulfilled conditions or contingencies relating to such government grants income recognised.

6 Profit before taxation

Profit before taxation is arrived at after charging:

*(a)* *Finance costs* Interest expenses on bank loans . . . . . . . . . . . . . . . . *(b)* *Staff costs* Contributions to defined contribution retirement plans (note 20) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Share-based compensation expenses (note 21) . . . . . . Salaries, wages and other benefits . . . . . . . . . . . . . . . *(c)* *Other items* Depreciation (note 11) . . . . . . . . . . . . . . . . . . . . . . . Amortisation (note 12) . . . . . . . . . . . . . . . . . . . . . . . Impairment losses of intangible assets (note 12) . . . . . Impairment losses of trade receivables (note 15(b)). . . Impairment losses/(reversals) of other receivables. . . . Auditor’s remuneration. . . . . . . . . . . . . . . . . . . . . . . Operating lease charges in respect of properties . . . . .		Year ended 31 December	Year ended 31 December	Year ended 31 December	Year ended 31 December
		2015 US$’000 100 369 2,916 5,231 8,516 77 583 — 571 26 51 422		2016 US$’000 759 1,017 4,459 18,980 24,456 342 2,007 1,739 11,041 (22) 47 1,075		2017
						US$’000 189 1,517 3,230 32,919 37,666 635 813 — 1,185 117 348 2,108

7 Income tax in the combined statements of profit or loss

(a) Income tax in the combined statements of profit or loss represents:

Current tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Deferred tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		Year ended 31 December	Year ended 31 December	Year ended 31 December	Year ended 31 December
		2015 US$’000 3,149 (1,669) 1,480		2016 US$’000 5,169 (2,783) 2,386		2017
						US$’000 6,064 (2,969) 3,095

Notes:

(i) Pursuant to the rules and regulations of the Cayman Islands, the BVI and Seychelles, the Group is not subject to any income tax in the Cayman Islands, the BVI and Seychelles.

(ii) The provision for Hong Kong Profits Tax is calculated at 16.5% of the estimated assessable profits for the Relevant Periods. (iii) Adlogic Technology Pte. Ltd., a subsidiary in Singapore, is subject to the prevailing corporate income tax rate of 17% in Singapore.
(iv) USCore, Inc., a subsidiary in the United States, is subject to federal income tax rate of 34% in the United States for the Relevant Periods. Due to the U.S. Tax Cuts and Jobs Acts, the federal income tax rate of USCore, Inc. will be reduced to 21% effective on 1 January 2018. In addition, USCore, Inc. is subject to taxation in various states of the United States. nativeX, LLC, a wholly owned subsidiary of USCore, Inc., is treated as a disregarded entity for income tax purpose and its income or loss are included in the income tax calculation of USCore, Inc..

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APPENDIX I

ACCOUNTANTS’ REPORT

(v) The Corporate Income Tax (“CIT”) rate applicable to the subsidiaries registered in the PRC is 25% for the Relevant Periods.
(vi) Guangzhou Huiliang, a subsidiary in the PRC, is accredited as a “high and new technology enterprise” and applicable for a preferential corporate income tax rate of 15% commencing from 2017.
(vii) According to the relevant laws and regulations promulgated by the State Tax Bureau of the PRC that was effective from 2008 onwards, enterprises engaging in research and development activities are entitled to claim 150% of their research and development expenses so incurred as tax deductible expenses when determining their assessable profits for that year (“Super Deduction”). The Group has made its best estimate for Super Deduction to be claimed for the Group’s entities in ascertaining their assessable profits during the Relevant Periods.
(viii) The PRC CIT Law and its implementation rules impose a withholding tax at 10%, unless reduced by a tax treaty or arrangement, for dividends distributed by PRC-resident enterprises to their non-PRC-resident corporate investors for profits earned since 1 January 2008. Under the Sino-Hong Kong Double Tax Arrangement, a qualified Hong Kong tax resident is entitled to a reduced withholding tax rate of 5% if the Hong Kong tax resident is the ‘‘beneficial owner’’ and holds 25% or more of the equity interest of the PRC enterprise directly.

(b) Reconciliation between income tax expenses and accounting profit at applicable tax rates:

Profit before taxation . . . . . . . . . . . . . . . . . . . . . . . . . . . . Notional tax on profit before taxation, calculated at the standard tax rates applicable to the respective tax jurisdictions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Tax effect of non-deductible expenses . . . . . . . . . . . . . . . . Tax effect of non-taxable income . . . . . . . . . . . . . . . . . . . Utilisation of previously unrecognised tax losses . . . . . . . . Tax effect of tax losses and temporary differences not recognised . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Super Deduction for research and development expenses. . . Total income tax expenses . . . . . . . . . . . . . . . . . . . . . . . .		Year ended 31 December	Year ended 31 December	Year ended 31 December	Year ended 31 December
		2015 US$’000 10,191 1,299 197 — — 64 (80) 1,480		2016 US$’000 22,167 2,036 199 (40) (656) 1,024 (177) 2,386		2017
						US$’000 30,415 3,794 22 (157) (346) 20 (238) 3,095

8 Directors’ emoluments

Directors’ emoluments are disclosed as follows:

Year ended 31 December 2015

Directors Duan Wei . . . . . . . . Cao Xiaohuan . . . . . Xi Yuan . . . . . . . . . Fang Zikai . . . . . . . Total . . . . . . . . . . .		Director’s fees US$’000 — — — — —		Salaries, allowances and other benefits in kind US$’000 54 54 15 10 133	Retirement scheme contributions US$’000 2 2 1 2 7	Discretionary bonuses US$’000 — — — — —		Sub-Total US$’000 56 56 16 12 140	Share-based payments US$’000 — 483 717 902 2,102		Total
											US$’000 56 539 733 914 2,242

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APPENDIX I

ACCOUNTANTS’ REPORT

Year ended 31 December 2016

Directors Duan Wei . . . . . . . . Cao Xiaohuan . . . . . Xi Yuan . . . . . . . . . Fang Zikai . . . . . . . Total . . . . . . . . . . .		Director’s fees US$’000 — — — — —		Salaries, allowances and other benefits in kind US$’000 79 78 41 28 226	Retirement scheme contributions US$’000 4 4 2 4 14	Discretionary bonuses US$’000 — — — — —		Sub-Total US$’000 83 82 43 32 240	Share-based payments US$’000 — 509 1,526 2,169 4,204		Total
											US$’000 83 591 1,569 2,201 4,444

Year ended 31 December 2017

Directors Duan Wei . . . . . . . . Cao Xiaohuan . . . . . Xi Yuan . . . . . . . . . Fang Zikai . . . . . . . Total . . . . . . . . . . .		Director’s fees US$’000 — — — — —		Salaries, allowances and other benefits in kind US$’000 90 90 182 66 428	Retirement scheme contributions US$’000 4 4 5 5 18	Discretionary bonuses US$’000 — — 47 47 94		Sub-Total US$’000 94 94 234 118 540	Share-based payments US$’000 — 456 947 1,581 2,984		Total
											US$’000 94 550 1,181 1,699 3,524

Notes:

Mr. Duan Wei, Mr. Cao Xiaohuan, Mr. Xi Yuan and Mr. Fang Zikai were appointed as executive directors of the Company on [●] April 2018, [●] April 2018, [●] June 2018 and [●] June 2018 respectively. All the executive directors are key management personnel of the Group during the Relevant Periods and their remuneration disclosed above include those for services rendered by them as key management personnel.
Mr. Ying Lei, Mr. Wang Jianxin and Mr. Hu Jie were appointed as independent non-executive directors on [●] 2018.

During the Relevant Periods, there were no amounts paid or payable by the Group to the directors or any of the highest paid individuals set out in note 9 below as an inducement to join or upon joining the Group or as a compensation for loss of office. There was no arrangement under which a director waived or agreed to waive any remuneration during the Relevant Periods.

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THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED “WARNING” ON THE COVER OF THIS DOCUMENT.

APPENDIX I

ACCOUNTANTS’ REPORT

9 Individual with highest emoluments

Of the five individuals with the highest emoluments, 3, 3 and 3 of them are the directors for the years ended 31 December 2015, 2016 and 2017, respectively, whose emoluments are disclosed in note 8 above. The aggregate of the emoluments in respect of the remaining individuals are as follows:

Salaries and other emoluments . . . . . . . . . . . . . . . . . . . . . Discretionary bonus . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Share-based compensation . . . . . . . . . . . . . . . . . . . . . . . . Retirement scheme contributions . . . . . . . . . . . . . . . . . . . .		Year ended 31 December	Year ended 31 December	Year ended 31 December	Year ended 31 December
		2015 US$’000 37 — 760 5 802		2016 US$’000 149 97 155 8 409		2017
						US$’000 400 203 — 41 644

The emoluments of the above individuals with the highest emoluments for the years ended 31 December 2015, 2016 and 2017, respectively are within the following bands:

HK$0 to HK$1,000,000 . . . . . . . . . . . . . . . . . . . . . . . . . . HK$1,500,001 to HK$2,000,000 . . . . . . . . . . . . . . . . . . . . HK$2,000,001 to HK$2,500,000 . . . . . . . . . . . . . . . . . . . HK$2,500,001 to HK$3,000,000 . . . . . . . . . . . . . . . . . . . . HK$5,000,001 to HK$5,500,000 . . . . . . . . . . . . . . . . . . . .	Year ended 31 December	Year ended 31 December	Year ended 31 December
	2015 Number of individuals 1 — — — 1	2016 Number of individuals — 2 — — —	2017
			Number of individuals — — 1 1 —

10 Earnings per share

Earnings per share information is not presented as its inclusion, for the purpose of this report, is not considered meaningful due to the Reorganisation and the presentation of the results for the Relevant Periods using the basis of preparation and presentation as disclosed in note 1.

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APPENDIX I ACCOUNTANTS’ REPORT

11 Property, plant and equipment

Cost: At 1 January 2015 . . . . . . . . . . . . . . . . . . . . . . . Additions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Exchange difference. . . . . . . . . . . . . . . . . . . . . . At 31 December 2015 . . . . . . . . . . . . . . . . . . . . Additions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Additions through business combination . . . . . . . Exchange difference. . . . . . . . . . . . . . . . . . . . . . At 31 December 2016 . . . . . . . . . . . . . . . . . . . . Additions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Disposals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Exchange difference. . . . . . . . . . . . . . . . . . . . . . At 31 December 2017 . . . . . . . . . . . . . . . . . . . . Accumulated depreciation: At 1 January 2015 . . . . . . . . . . . . . . . . . . . . . . . Charge for the year . . . . . . . . . . . . . . . . . . . . . . Exchange difference. . . . . . . . . . . . . . . . . . . . . . At 31 December 2015 . . . . . . . . . . . . . . . . . . . . Charge for the year . . . . . . . . . . . . . . . . . . . . . . Exchange difference. . . . . . . . . . . . . . . . . . . . . . At 31 December 2016 . . . . . . . . . . . . . . . . . . . . Charge for the year . . . . . . . . . . . . . . . . . . . . . . Written back on disposals. . . . . . . . . . . . . . . . . . Exchange difference. . . . . . . . . . . . . . . . . . . . . . At 31 December 2017 . . . . . . . . . . . . . . . . . . . . Net book value: At 31 December 2015 . . . . . . . . . . . . . . . . . . . . At 31 December 2016 . . . . . . . . . . . . . . . . . . . . At 31 December 2017 . . . . . . . . . . . . . . . . . . . .	Motor vehicles US$’000 — — — — 104 — (4) 100 10 — 6 116 --------- — — — — — — — (32) — (1) (33) --------- ----------------------------------- — 100 83	Office equipment, furniture and fittings US$’000 — 331 (13) 318 313 211 (35) 807 411 (173) 51 1,096 --------- — (49) 2 (47) (153) 11 (189) (300) 118 (22) (393) --------- ----------------------------------- 271 618 703	Leasehold improvements US$’000 — 728 (30) 698 254 — (56) 896 656 (1) 76 1,627 --------- — (28) 1 (27) (189) 11 (205) (303) 1 (23) (530) --------- ----------------------------------- 671 691 1,097		Total
					US$’000 — 1,059 (43) 1,016 671 211 (95) 1,803 1,077 (174) 133 2,839 --------- — (77) 3 (74) (342) 22 (394) (635) 119 (46) (956) --------- ----------------------------------- 942 1,409 1,883

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THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED “WARNING” ON THE COVER OF THIS DOCUMENT.

APPENDIX I

ACCOUNTANTS’ REPORT

12 Intangible assets

				Developed
	Royalties	Software	Trademark	Technology	Total
	US$’000	US$’000	US$’000	US$’000	US$’000
Cost:
At 1 January 2015 . . . . . . . . . . . . . . . . . .	—	—	—	—	—
Additions . . . . . . . . . . . . . . . . . . . . . . . . .	1,624	24	2	—	1,650
Disposals . . . . . . . . . . . . . . . . . . . . . . . . .	(489)	—	—	—	(489)
Exchange difference . . . . . . . . . . . . . . . . .	(46)	(1)	—	—	(47)
At 31 December 2015 . . . . . . . . . . . . . . .	1,089	23	2	—	1,114
Additions . . . . . . . . . . . . . . . . . . . . . . . . .	1,005	98	5	—	1,108
Additions through business combination . . .	—	—	1,150	2,814	3,964
Disposals . . . . . . . . . . . . . . . . . . . . . . . . .	(989)	—	—	—	(989)
Exchange difference . . . . . . . . . . . . . . . . .	69	(3)	—	—	66
At 31 December 2016 . . . . . . . . . . . . . . .	1,174	118	1,157	2,814	5,263
Additions . . . . . . . . . . . . . . . . . . . . . . . . .	—	86	—	2,620	2,706
Disposals . . . . . . . . . . . . . . . . . . . . . . . . .	—	(25)	—	—	(25)
Exchange difference . . . . . . . . . . . . . . . . .	—	6	—	—	6
At 31 December 2017 . . . . . . . . . . . . . . . .	1,174 ---------	185 ---------	1,157 ---------	5,434 ---------	7,950 ---------
Accumulated amortisation:
At 1 January 2015 . . . . . . . . . . . . . . . . . .	—	—	—	—	—
Charge for the year. . . . . . . . . . . . . . . . . .	(575)	(8)	—	—	(583)
Written back on disposals . . . . . . . . . . . . .	207	—	—	—	207
Exchange difference . . . . . . . . . . . . . . . . .	15	—	—	—	15
At 31 December 2015 . . . . . . . . . . . . . . .	(353)	(8)	—	—	(361)
Charge for the year. . . . . . . . . . . . . . . . . .	(1,249)	(53)	(137)	(568)	(2,007)
Written back on disposals . . . . . . . . . . . . .	852	—	—	—	852
Impairment loss . . . . . . . . . . . . . . . . . . . .	(366)	—	—	(1,373)	(1,739)
Exchange difference . . . . . . . . . . . . . . . . .	(20)	2	—	—	(18)
At 31 December 2016 . . . . . . . . . . . . . . .	(1,136)	(59)	(137)	(1,941)	(3,273)
Charge for the year. . . . . . . . . . . . . . . . . .	(38)	(54)	(165)	(556)	(813)
Written back on disposals . . . . . . . . . . . . .	—	17	—	—	17
Exchange difference . . . . . . . . . . . . . . . . .	—	(3)	—	—	(3)
At 31 December 2017 . . . . . . . . . . . . . . . .	(1,174) ---------	(99) ---------	(302) ---------	(2,497) ---------	(4,072) ---------
Net book value:
At 31 December 2015 . . . . . . . . . . . . . . . .	736	15	2	—	753
At 31 December 2016 . . . . . . . . . . . . . . . .	38	59	1,020	873	1,990
At 31 December 2017 . . . . . . . . . . . . . . . .	—	86	855	2,937	3,878

During the year ended 31 December 2016, the Group decided to cease its game publishing operation and replace one of its operation platforms with another new platform. Consequently, the carrying amounts of related royalties and developed technology were fully written down by US$366,000 and US$1,373,000 respectively.

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APPENDIX I

ACCOUNTANTS’ REPORT

13 Goodwill

Cost: At 1 January . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Arising from business combinations . . . . . . . . . . . . . . . . . At 31 December . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Carrying amount: At 31 December . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		As at 31 December	As at 31 December	As at 31 December	As at 31 December
		2015 US$’000 — — — --------- ----------------------------------- —		2016 US$’000 — 28,998 28,998 --------- ----------------------------------- 28,998		2017
						US$’000 28,998 — 28,998 --------- ----------------------------------- 28,998

In connection with the Group’s acquisition of nativeX, LLC and Game analytics Aps, the Group recognised goodwill of US$19,981,000 and US$9,017,000 respectively in the year ended 31 December 2016 (note 24).

Based on the impairment assessment conducted by the Group, no impairment was identified in respect of goodwill as at 31 December 2016 and 2017.

14 Available-for-sale investments

Unquoted equity investment . . . . . . . . . . . . . . . . . . . . . . .		As at 31 December	As at 31 December	As at 31 December	As at 31 December
		2015 US$’000 —		2016 US$’000 608		2017
						US$’000 —

15 Trade and other receivables

Trade receivables. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Less:Allowance for doubtful debts . . . . . . . . . . . . . . . . . . Deposits and prepayments . . . . . . . . . . . . . . . . . . . . . . . . Amounts due from related parties (note 27(b)(i)) . . . . . . . . Other receivables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Less:Non-current deposits and prepayments . . . . . . . . . . .		As at 31 December	As at 31 December	As at 31 December	As at 31 December
		2015 US$’000 56,700 (571) 56,129 853 151 631 57,764 — 57,764		2016 US$’000 107,371 (11,612) 95,759 1,028 3,293 2,291 102,371 (25) 102,346		2017
						US$’000 89,857 (12,090) 77,767 68,651 35,896 1,810 184,124 (65,992) 118,132

All of the trade and other receivables (including amounts due from related parties) included in current assets are expected to be recovered or recognised as expense within one year.

Non-current deposits and prepayments represent prepayments for properties.

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APPENDIX I ACCOUNTANTS’ REPORT

As at 31 December 2015, 2016 and 2017, the amounts due from related parties were non-trade related, unsecured, interest-free and repayable on demand. [The amounts due from related parties will be settled before [REDACTED].]

(a) Ageing analysis

As at 31 December 2015, 2016 and 2017, the ageing analysis of trade receivables (which are included in trade and other receivables), based on the revenue recognition date and net of allowance for doubtful debts, is as follows:

Within 3 month . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 to 6 months . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 to 12 months . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Over 12 months. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		As at 31 December	As at 31 December	As at 31 December	As at 31 December
		2015 US$’000 43,369 11,876 884 — 56,129		2016 US$’000 75,675 12,401 6,777 906 95,759		2017
						US$’000 55,194 10,141 8,944 3,488 77,767

Trade receivables are due within 60-90 days from the date of revenue recognition. Further details on the Group’s credit policy are set out in note 25(a).

(b) Impairment of trade receivables

Impairment losses in respect of trade receivables are recorded using an allowance account unless the Group is satisfied that recovery of the amount is remote, in which case the impairment loss is written off against trade receivables directly (see note 2(h)(i)).

The movement in the allowance for doubtful debts during the Relevant Periods is as follows:

At the beginning of the year . . . . . . . . . . . . . . . . . . . . . . . Impairment loss recognised. . . . . . . . . . . . . . . . . . . . . . . . Uncollectable amounts written off . . . . . . . . . . . . . . . . . . . At the end of the year . . . . . . . . . . . . . . . . . . . . . . . . . . .		As at 31 December	As at 31 December	As at 31 December	As at 31 December
		2015 US$’000 — 571 — 571		2016 US$’000 571 11,041 — 11,612		2017
						US$’000 11,612 1,185 (707) 12,090

As at 31 December 2015, 2016 and 2017, trade receivables of US$539,000, US$11,578,000 and US$16,292,000 were individually determined to be impaired. The individually impaired receivables related to customers that were in financial difficulties and management assessed that portion of the receivables is not expected to be recovered. Consequently, specific allowances for doubtful debts of US$269,000, US$9,547,000 and US$10,525,000 were recognised respectively.

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APPENDIX I

ACCOUNTANTS’ REPORT

(c) Trade receivables that are not impaired

The ageing analysis of trade receivables due from third parties that are neither individually nor collectively considered to be impaired is as follows:

Neither past due nor impaired. . . . . . . . . . . . . . . . . . . . . . Less than 3 month past due . . . . . . . . . . . . . . . . . . . . . . . 3 to 9 months past due. . . . . . . . . . . . . . . . . . . . . . . . . . . Over 9 months past due . . . . . . . . . . . . . . . . . . . . . . . . . .		As at 31 December	As at 31 December	As at 31 December	As at 31 December
		2015 US$’000 33,876 --------- 18,606 3,397 — 22,003 --------- ----------------------------------- 55,879		2016 US$’000 66,594 --------- 16,387 6,839 3,732 26,958 --------- ----------------------------------- 93,552		2017
						US$’000 46,767 --------- 16,715 2,911 4,406 24,032 --------- ----------------------------------- 70,799

Receivables that were neither past due nor impaired relate to a wide range of customers for whom there was no recent history of default.

Receivables that were past due but not impaired relate to a number of independent customers that have a good track record with the Group. Based on experience, management believes that no impairment allowance is necessary in respect of these balances as there has not been a significant change in credit quality and the balances are still considered fully recoverable. The Group does not hold any collateral over these balances.

16 Cash and bank balances

(a) Restricted cash

Cash that is restricted as to withdrawal for use or pledged as security is reported separately on the face of the combined statements of financial position, and is not included in the total cash and cash equivalents in the combined statements of cash flows.

Term deposits pledged for bank borrowings . . . . . . . . . . . . Other deposits in banks . . . . . . . . . . . . . . . . . . . . . . . . . .		As at 31 December	As at 31 December	As at 31 December	As at 31 December
		2015 US$’000 — 104 104		2016 US$’000 — 121 121		2017
						US$’000 47,243 375 47,618

(b) Cash and cash equivalents

Cash at bank and on hand . . . . . . . . . . . . . . . . . . . . . . . .	As at 31 December	As at 31 December	As at 31 December
	2015 US$’000 8,864	2016 US$’000 71,884	2017
			US$’000 44,797

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THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED “WARNING” ON THE COVER OF THIS DOCUMENT.

APPENDIX I

ACCOUNTANTS’ REPORT

As at 31 December 2015, 2016 and 2017, cash and cash equivalents placed with banks in Mainland China amounted to US$1,589,000, US$5,358,000, and US$15,434,000 respectively. Remittance of funds out of Mainland China is subject to the relevant rules and regulations of foreign exchange control promulgated by the PRC government.

Profit before taxation. . . . . . . . . . . . . . . . . . . . . . . Adjustments for: Depreciation . . . . . . . . . . . . . . . . . . . . . . . . . . . Amortisation . . . . . . . . . . . . . . . . . . . . . . . . . . . Interest expense. . . . . . . . . . . . . . . . . . . . . . . . . Interest income . . . . . . . . . . . . . . . . . . . . . . . . . Net loss on disposal of property, plant and equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . Net loss on disposal of intangible assets . . . . . . . Equity-settled share-based payment expenses . . . . Impairment loss recognised. . . . . . . . . . . . . . . . . Gain on disposal of available-for-sale investments . . . . . . . . . . . . . . . . . . . . . . . . . . Changes in working capital: (Increase)/decrease in trade and other receivables . Increase in trade and other payables . . . . . . . . . . Cash (used in)/generated from operations . . . . . . . .	Note 6(c) 6(c) 6(a) 5 6(c)		Year ended 31 December	Year ended 31 December	Year ended 31 December	Year ended 31 December	Year ended 31 December
			2015 US$’000 10,191 77 583 100 (3) — 282 2,916 597 — (58,204) 30,898 (12,563)		2016 US$’000 22,167 342 2,007 759 (292) — 137 4,459 12,758 — (46,463) 35,980 31,854		2017
							US$’000 30,415 635 813 189 (585) 43 8 3,230 1,302 (892) 16,166 4,748 56,072

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THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED “WARNING” ON THE COVER OF THIS DOCUMENT.

APPENDIX I ACCOUNTANTS’ REPORT

(d) Reconciliation of liabilities arising from financing activities

The table below details changes in the Group’s liabilities from financing activities, including both cash and non-cash changes. Liabilities arising from financing activities are liabilities for which cash flows were, or future cash flows will be, classified in the Group’s combined statements of cash flows as cash flows from financing activities.

			Amounts due
		Interests	from/(to)
	Bank loans	payables	related parties	Total
	US$’000	US$’000	US$’000	US$’000
At 1 January 2015 . . . . . . . . . . . . . . . . . . . . . .	—	—	—	—
Changes from financing cash flows:
Proceeds from new bank loans . . . . . . . . . . . . . .	22,204	—	—	22,204
Repayment of bank loans . . . . . . . . . . . . . . . . . .	(12,256)	—	—	(12,256)
Advance from related parties . . . . . . . . . . . . . . .	—	—	14,222	14,222
Interest paid . . . . . . . . . . . . . . . . . . . . . . . . . . .	—	(79)	—	(79)
Total changes from financing cash flows . . . . . . .	9,948	(79)	14,222	24,091
	---------	---------	---------	---------
Other changes:
Interest expenses (note 6(a)) . . . . . . . . . . . . . . . .	—	100	—	100
Total other changes . . . . . . . . . . . . . . . . . . . . . .	— ---------	100 ---------	— ---------	100 ---------
	-----------------------------------	-----------------------------------	-----------------------------------	-----------------------------------
At 31 December 2015. . . . . . . . . . . . . . . . . . . .	9,948	21	14,222	24,191
At 1 January 2016 . . . . . . . . . . . . . . . . . . . . . .	9,948	21	14,222	24,191
Changes from financing cash flows:
Proceeds from new bank loans . . . . . . . . . . . . . .	72,729	—	—	72,729
Repayment of bank loans . . . . . . . . . . . . . . . . . .	(76,967)	—	—	(76,967)
Advance from related parties . . . . . . . . . . . . . . .	—	—	67,893	67,893
Interest paid . . . . . . . . . . . . . . . . . . . . . . . . . . .	—	(741)	—	(741)
Total changes from financing cash flows . . . . . . .	(4,238)	(741)	67,893	62,914
	---------	---------	---------	---------
Other changes:
Interest expenses (note 6(a)) . . . . . . . . . . . . . . . .	—	759	—	759
Total other changes . . . . . . . . . . . . . . . . . . . . . .	— ---------	759 ---------	— ---------	759 ---------
	-----------------------------------	-----------------------------------	-----------------------------------	-----------------------------------
At 31 December 2016. . . . . . . . . . . . . . . . . . . .	5,710	39	82,115	87,864

— I-37 —

THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED “WARNING” ON THE COVER OF THIS DOCUMENT.

APPENDIX I ACCOUNTANTS’ REPORT

(d) Reconciliation of liabilities arising from financing activities

			Amounts due
		Interest	from/(to)
	Bank loans	Payable	related parties	Total
	US$’000	US$’000	US$’000	US$’000
At 1 January 2017 . . . . . . . . . . . . . . . . . . . . . .	5,710	39	82,115	87,864
Changes from financing cash flows:
Proceeds from new bank loans . . . . . . . . . . . . . .	54,618	—	—	54,618
Repayment of bank loans . . . . . . . . . . . . . . . . . .	(19,884)	—	—	(19,884)
Repayment to related parties. . . . . . . . . . . . . . . .	—	—	(15,047)	(15,047)
Interest paid . . . . . . . . . . . . . . . . . . . . . . . . . . .	—	(131)	—	(131)
Total changes from financing cash flows . . . . . . .	34,734	(131)	(15,047)	19,556
	---------	---------	---------	---------
Exchange adjustments . . . . . . . . . . . . . . . . . . .	(1)	—	—	(1)
Other changes:
Interest expenses (note 6(a)) . . . . . . . . . . . . . . . .	—	189	—	189
Total other changes . . . . . . . . . . . . . . . . . . . . . .	— ---------	189 ---------	— ---------	189 ---------
	-----------------------------------	-----------------------------------	-----------------------------------	-----------------------------------
At 31 December 2017. . . . . . . . . . . . . . . . . . . .	40,443	97	67,068	107,608

17 Trade and other payables

Trade payables (note (a)) . . . . . . . . . . . . . . . . . . . . . . . . . Amounts due to related parties (note 27(b)(ii)) . . . . . . . . . . Dividends payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other payables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Receipt in advance. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Staff costs payables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . VAT and other tax payables . . . . . . . . . . . . . . . . . . . . . . .		As at 31 December	As at 31 December	As at 31 December	As at 31 December
		2015 US$’000 28,639 14,373 — 533 306 1,444 17 45,312		2016 US$’000 62,362 85,408 5,475 6,363 2,826 3,568 1,148 167,150		2017
						US$’000 66,700 102,964 — 3,239 1,893 5,447 715 180,958

All of the trade and other payables are expected to be settled or recognised as income within one year or are repayable on demand.

As at 31 December 2015, 2016 and 2017, the amounts due to related parties were non-trade related, unsecured and interest-free. [The amounts due to related parties will be settled before [REDACTED].]

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THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED “WARNING” ON THE COVER OF THIS DOCUMENT.

APPENDIX I

ACCOUNTANTS’ REPORT

(a) An ageing analysis of the trade payables based on the invoice date is as follows:

Within 1 month . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 to 2 months . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 to 3 months . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Over 3 months . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		As at 31 December	As at 31 December	As at 31 December	As at 31 December
		2015 US$’000 18,627 5,087 2,103 2,822 28,639		2016 US$’000 25,662 15,234 8,890 12,576 62,362		2017
						US$’000 20,007 13,896 8,981 23,816 66,700

18 Bank loans

As at 31 December 2015, 2016 and 2017, the bank loans were repayable as follows:

Within 1 year or on demand . . . . . . . . . . . . . . . . . . . . . . . After 1 year but within 2 years . . . . . . . . . . . . . . . . . . . . . After 2 year but within 5 years . . . . . . . . . . . . . . . . . . . . .		As at 31 December	As at 31 December	As at 31 December	As at 31 December
		2015 US$’000 5,368 4,580 — 9,948		2016 US$’000 5,710 — — 5,710		2017
						US$’000 7,587 — 32,856 40,443

As at 31 December 2015, 2016 and 2017, the bank loans were secured as follows:

Unsecured (a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Secured (b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		As at 31 December	As at 31 December	As at 31 December	As at 31 December
		2015 US$’000 9,948 — 9,948		2016 US$’000 5,710 — 5,710		2017
						US$’000 7,587 32,856 40,443

(a) As at 31 December 2015, the Group has unsecured bank loans amounted to US$9,948,000 including: (i) US$788,000 drawn down under a banking facility amounted to US$4,000,000 which is guaranteed by certain individual shareholders of Guangzhou Mobvista; (ii) US$ 9,160,000 bank loan guaranteed by Guangzhou Mobvista.

As at 31 December 2016, the Group has unsecured bank loans amounted to US$5,710,000 including (i) US$1,588,000 drawn down under a banking facility amounted to US$15,000,000 which is guaranteed by Guangzhou Mobvista; (ii) US$ 4,122,000 bank loan guaranteed by Guangzhou Mobvista..

As at 31 December 2017, the Group has unsecured bank loans amounted to US$7,587,000 which was drawn down under a banking facility amounted to US$22,000,000 guaranteed by Guangzhou Mobvista.

(b) As at 31 December 2017, US$32,856,000 of long term bank loans were collateralized by a pledge of bank deposits of US$47,243,000, which was recorded as “restricted cash” in the combined statements of financial position.

All of the Group’s banking facilities are subject to the fulfilment of covenants relating to certain of the Group’s balance sheet ratios, as are commonly found in lending arrangements with financial institutions. If the Group were to breach the covenants the drawn down facilities would become payable on demand. The Group regularly monitors its compliance with these covenants. Further details of the Group’s management of liquidity risk are set out in note 25(b). As at 31 December 2015, 2016 and 2017, none of the covenants relating to drawn down facilities had been breached.

— I-39 —

THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED “WARNING” ON THE COVER OF THIS DOCUMENT.

APPENDIX I

ACCOUNTANTS’ REPORT

19 Income tax in the combined statements of financial position

(a) Current taxation in the combined statements of financial position represents:

Current tax payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Current tax recoverable . . . . . . . . . . . . . . . . . . . . . . . . . .		As at 31 December	As at 31 December	As at 31 December	As at 31 December
		2015 US$’000 3,007 — 3,007		2016 US$’000 7,893 (5) 7,888		2017
						US$’000 7,263 (266) 6,997

(b) Deferred tax assets and liabilities recognised:

(i) Movement of each component of deferred tax assets and liabilities

The components of deferred tax assets / (liabilities) recognised in the combined statements of financial position and the movements during the Relevant Periods are as follows:

Deferred tax arising from At 1 January 2015 . . . . . . . . . . . Credited to profit or loss . . . . . . . Exchange difference . . . . . . . . . . At 31 December 2015 . . . . . . . . Credited/(charged) to profit or loss . . . . . . . . . . . . . . . . . . . . Exchange difference . . . . . . . . . . At 31 December 2016 . . . . . . . . Credited/(charged) to profit or loss . . . . . . . . . . . . . . . . . . . . Exchange difference . . . . . . . . . . At 31 December 2017 . . . . . . . . .	Tax loss US$’000 — 1,094 (45) 1,049 709 (101) 1,657 2,171 196 4,024	Share-based compensation US$’000 — 481 — 481 736 — 1,217 533 — 1,750	Provision for impairment US$’000 — 94 (2) 92 1,751 (3) 1,840 377 1 2,218	Depreciation and amortization US$’000 — — — — — — — 96 — 96	Goodwill US$’000 — — — — (413) — (413) (208) — (621)	Total
						US$’000 — 1,669 (47)
						1,622 2,783 (104)
						4,301 2,969 197
						7,467

(ii) Reconciliation to the combined statements of financial position

Net deferred tax asset recognised in the combined statements of financial position . . . . . . . . . . . . . . . . . . . Net deferred tax liability recognised in the combined statements of financial position . . . . . . . . . . . . . . . . . . .		As at 31 December	As at 31 December	As at 31 December	As at 31 December
		2015 US$’000 1,622 — 1,622		2016 US$’000 4,714 (413) 4,301		2017
						US$’000 8,088 (621) 7,467

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THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED “WARNING” ON THE COVER OF THIS DOCUMENT.

APPENDIX I

ACCOUNTANTS’ REPORT

(c) Deferred tax assets not recognised:

In accordance with the accounting policy set out in note 2(n), the Group has not recognized deferred tax assets in respect of cumulative tax losses of US$264,000, US$997,000 and US$395,000 as it is not probable that future taxable profits against which the losses can be utilised will be available in the relevant tax jurisdiction and entity. The tax losses do not expire under current tax legislation.

(d) Deferred tax liabilities not recognised:

At 31 December 2015, 2016 and 2017, temporary differences relating to the undistributed profits of subsidiaries amounted to nil, US$2,791,000 and US$7,637,000. Deferred tax liabilities of nil, US$140,000 and US$382,000 have not been recognised in respect of the tax that would be payable on the distribution of these retained profits as the Company controls the dividend policy of these subsidiaries and it has been determined that it is probable that these profits will not be distributed in the foreseeable future.

20 Employee retirement benefits

Defined contribution retirement plans

The PRC subsidiaries of the Group participate in defined contribution retirement benefit schemes (the “Schemes”) organised by the PRC municipal and provincial government authorities whereby the PRC subsidiaries are required to make contributions at the applicable rate of the eligible employees’ salaries to the Schemes. The Group has accrued for the required contributions which are remitted to the respective local government authorities when the contributions become due. The local government authorities are responsible for the pension obligations payable to the retired employees covered under the Schemes.

The Group also operates a Mandatory Provident Fund Scheme (“the MPF scheme”) under the Hong Kong Mandatory Provident Fund Schemes Ordinance for employees employed under the jurisdiction of the Hong Kong Employment Ordinance. The MPF scheme is a defined contribution retirement plan administered by independent trustees. Under the MPF scheme, the employer and its employees are each required to make contributions to the plan at 5% of the employees’ relevant income, subject to a cap of monthly relevant income of $30,000. Contributions to the plan vest immediately.

The Group contributes on a monthly basis to various defined contribution plans organised by the relevant government authorities in various areas other than Mainland China and Hong Kong. The Group’s liability in respect of these plans is limited to the contributions payable at the end of each reporting period. Contributions to these plans are expensed as incurred.

The Group has no other material obligation for the payment of pension benefits beyond the contributions described above.

— I-41 —

THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED “WARNING” ON THE COVER OF THIS DOCUMENT.

APPENDIX I ACCOUNTANTS’ REPORT

21 Share-based compensation expense

Restricted Stock Units

In 2014 and 2015, the Group’s ultimate controlling party, Guangzhou Mobvista, granted restricted stock units (“RSUs”) to the Group’s employees under its share incentive plans. The RSUs granted would vest on specific dates, on condition that employees remain in service without any performance requirements. Once the vesting conditions underlying the respective RSUs are met, the RSUs are considered duly and validly issued to the holders, and free of restrictions on transfer.

Movements in the number of RSUs granted to the Group’s employees and the respective weighted-average grant date fair value are as follows:

Outstanding as of 1 January 2015 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Granted during the year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Outstanding as of 31 December 2015 . . . . . . . . . . . . . . . . . . . . . . . . . . . Forfeited during the year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Vested during the year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Outstanding as of 31 December 2016 . . . . . . . . . . . . . . . . . . . . . . . . . . . Forfeited during the year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Vested during the year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Outstanding as of 31 December 2017 . . . . . . . . . . . . . . . . . . . . . . . . . . .		Number of RSUs 5,077,832 5,217,965 10,295,797 (1,029,324) (702,654) 8,563,819 (1,600,000) (6,026,947) 936,872	Weighted average grant date fair value per RSU	Weighted average grant date fair value per RSU
				US$ 0.41 3.37 1.83 2.29 3.16 1.55 2.29 1.19 3.09

Share-based compensation expenses relating to awards granted to employees is based on the grant date fair value of the RSUs and is recognised on a straight-line basis over the entire vesting period. Management determined the grant date fair value with the assistance of an independent third party valuation firm, and discounted cash flow method was used to determine fair value of the underlying stock. Key assumptions, such as discount rate and projections of future performance, are required to be determined by the Group with best estimate.

22 Share capital

For the purpose of the Historical Financial Information, the share capital of the Group as at 1 January 2015 and 31 December 2015, 2016 and 2017 represents the aggregate amount of the paid-in capital of Guangzhou Ruisou, Shenzhen Huirui, Beijing Huiju Shanhe and all the entities now comprising the Group at the respective dates, after elimination of investment in subsidiaries.

During the year ended 31 December 2015, Guangzhou Mobvista made investment amounted to US$24,000 to Guangzhou Ruisou, in which US$17,000 was recorded in the combined capital and the remaining balance of US$7,000 was recorded in capital reserves of the Group.

During the year ended 31 December 2016, Seamless made investment amounted to US$37,000 to Adlogic Technology Pte. Ltd. which was recorded in the capital of the Group.

During the year ended 31 December 2017, Guangzhou Mobvista made additional investment to Guangzhou Ruisou, Shenzhen Huirui and Beijing Huiju Shanhe respectively. The total investment amount was US$29,111,000, in which US$28,347,000 was recorded in the combined capital and the remaining balance of US$764,000 was recorded in capital reserves of the Group.

— I-42 —

THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED “WARNING” ON THE COVER OF THIS DOCUMENT.

APPENDIX I

ACCOUNTANTS’ REPORT

The Company was incorporated as an exempted company under the laws of the Cayman Islands with limited liability on 16 April 2018 with an authorised share capital of US$50,000 divided into 5,000,000 shares of US$0.01 each and issued one share, credited as fully paid.

23 Reserves and dividends

(a) Capital reserve

The capital reserve represents the difference between the increase of registered capital and total capital injection.

(b) Statutory reserve

As stipulated by regulations in the PRC, the Company’s subsidiaries established and operated in the Mainland China are required to appropriate 10% of their after-tax-profit (after offsetting prior year losses) as determined in accordance with the PRC accounting rules and regulations, to the statutory surplus reserve until the reserve balance reaches 50% of the registered capital. The transfer to this reserve must be made before distribution of profits to parent companies.

The statutory reserve can be utilised, upon approval by the relevant authorities, to offset accumulated losses or to increase capital of the subsidiary, provided that the balance after such issue is not less than 25% of its registered capital.

(c) Exchange reserve

Exchange reserve comprises all foreign exchange differences arising from the translation of financial statements of foreign operations which are dealt with in accordance with the accounting policies as set out in note 2(q).

(d) Share based payments reserve

The share-based payments reserve represents the portion of the grant date fair value of RSUs granted to the directors, employees of the Group that has been recognised in accordance with the accounting policy adopted for share-based payments in note 2(m)(ii).

(e) Dividends

During the year ended 31 December 2016, Guangzhou Ruisou and Shenzhen Huirui declared dividend of US$5,188,000 and US$530,000 to their then shareholders respectively.

During the year ended 31 December 2017, Mobvista International Technology Limited declared dividend of US$150,000 to its then shareholder.

No dividend has been paid by the Company during the Relevant Periods since the Company was incorporated on 16 April 2018.

(f) Capital management

The Group’s primary objectives when managing capital are to safeguard the Group’s ability to continue as a going concern, so that it can continue to provide returns for its shareholders and benefits for other stakeholders, by pricing products commensurately with the level of risk and by securing access to finance at a reasonable cost.

The Group actively and regularly reviews and manages its capital structure to maintain a balance between the higher shareholders returns that might be possible with higher levels of borrowings and the advantages and security afforded by a sound capital position, and makes adjustments to the capital structure in light of changes in economic conditions.

— I-43 —

THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED “WARNING” ON THE COVER OF THIS DOCUMENT.

APPENDIX I ACCOUNTANTS’ REPORT

The Group monitors its capital structure with reference to its debt position. The Group’s strategy is to maintain the equity and debt in a balanced position and ensure there are adequate working capital to service its debt obligations. The Group’s debt to asset ratio, being the Group’s total liabilities over its total assets, as at 31 December 2015, 2016 and 2017 was 83%, 85% and 72%, respectively.

24 Acquisitions of subsidiaries

(a) On 7 March 2016, the Group acquired 100% equity interests in nativeX, LLC, which was engaged in mobile advertising business in the US. Upon completion of the acquisition, nativeX, LLC became a wholly owned subsidiary of the Group.

Identifiable assets acquired and liabilities assumed

The following table summarises the recognised amounts of assets acquired and liabilities assumed at the date of acquisition.

Property, plant and equipment. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Intangible assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Trade and other receivables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Trade and other payables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total identifiable net assets acquired . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

US$’000
206
2,950
5,562
250
(3,949)
5,019

Goodwill

Goodwill arising from the acquisition has been recognised as follows.

Consideration transferred . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Fair value of identifiable net assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Goodwill. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	US$’000 25,000 (5,019) 19,981

(b) On 8 August 2016, the Group acquired 90.01% equity interests in Game analytics Aps, which was engaged in provision of SaaS game data analytics services. Upon completion of the acquisition, Game analytics Aps became a subsidiary of the Group.

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THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED “WARNING” ON THE COVER OF THIS DOCUMENT.

APPENDIX I

ACCOUNTANTS’ REPORT

Identifiable assets acquired and liabilities assumed

The following table summarises the recognised amounts of assets acquired and liabilities assumed at the date of acquisition.

Property, plant and equipment. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Intangible assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Trade and other receivables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Trade and other payables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

US$’000
5
1,014
376
28
(460)
963

Goodwill

Goodwill arising from the acquisition has been recognised as follows.

Consideration transferred . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
NCI, based on their proportionate interest in the recognised amounts of the assets and
liabilities of Game analytics Aps . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Fair value of identifiable net assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Goodwill. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

US$’000
9,884
96
(963)
9,017

(c) In September 2017, the Group further acquired 9.99% equity interest of Game analytics Aps from its non-controlling shareholders with a consideration amounted to US$756,000. Consequently, Game analytics Aps become a wholly owned subsidiary of the Group.

25 Financial risk management and fair values

Exposure to credit, liquidity, interest rate and currency risks arises in the normal course of the Group’s business. The Group’s exposure to these risks and the financial risk management policies and practices used by the Group to manage these risks are described below.

(a) Credit risk

The Group’s credit risk is primarily attributable to cash and cash equivalents, restricted cash and trade and other receivables. The carrying amounts of each class of the above financial assets represent the Group’s maximum exposure to credit risk in relation to financial assets. Management has a credit policy in place and the exposures to these credit risks are monitored on an ongoing basis.

To manage risk arising from cash and cash equivalents and restricted cash, the Group only transacts with state-owned or reputable financial institutions in mainland China and reputable financial institution outside of mainland China. There has been no recent history of default in relation to these financial institutions.

The Group’s trade and other receivables primarily comprise of amounts receivable from customers with no recent history of material defaults. The Group’s exposure to credit risk is influenced mainly by the individual characteristics of each customer. The Group performed credit evaluation which focus on the customer’s past history of making payments and current ability to pay. The Group does not obtain collateral from customers.

The Group does not provide any other guarantees which would expose the Group to credit risk.

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APPENDIX I ACCOUNTANTS’ REPORT

Further quantitative disclosures in respect of the Group’s exposure to credit risk arising from trade and other receivables are set out in note 15.

(b) Liquidity risk

Individual operating entities within the Group are responsible for their own cash management, including the short term investment of cash surpluses and the raising of loans to cover expected cash demands, subject to approval by the management and directors when the borrowings exceed certain predetermined levels of authority. The Group’s policy is to regularly monitor its liquidity requirements to ensure that the Group maintains sufficient reserves of cash to meet its liquidity requirements in the short and longer term.

The following tables show the remaining contractual maturities at the end of Relevant Periods of the Group’s financial liabilities, which are based on contractual undiscounted cash flows (including interest payments computed using contractual rates or, if floating, based on rates current at the end of the reporting period) and the earliest date the Group can be required to pay:

Trade and other payables (excluding receipt in advance) . . . . . . . . . . . . . . . . . . . . . . . . . . . . Bank loans . . . . . . . . . . . . . . . . . . . . . . . . . . . .	At 31 December 2015 Contractual undiscounted cash outflow Within 1 year or on demand More than 1 year but less than 2 years Total US$’000 US$’000 US$’000 45,006 — 45,006 5,505 4,619 10,124 50,511 4,619 55,130	At 31 December 2015 Contractual undiscounted cash outflow Within 1 year or on demand More than 1 year but less than 2 years Total US$’000 US$’000 US$’000 45,006 — 45,006 5,505 4,619 10,124 50,511 4,619 55,130	At 31 December 2015 Contractual undiscounted cash outflow Within 1 year or on demand More than 1 year but less than 2 years Total US$’000 US$’000 US$’000 45,006 — 45,006 5,505 4,619 10,124 50,511 4,619 55,130		Carrying amount
	Within 1 year or on demand US$’000 45,006 5,505 50,511	More than 1 year but less than 2 years US$’000 — 4,619 4,619
					US$’000 45,006 9,948 54,954

	At	31 December 2016
	Contractual	undiscounted cash	outflow
		More than 1
	Within 1 year	year but less		Carrying
	or on demand	than 2 years	Total	amount
	US$’000	US$’000	US$’000	US$’000
Trade and other payables (excluding receipt in
advance) . . . . . . . . . . . . . . . . . . . . . . . . . . . .	164,324	—	164,324	164,324
Bank loans . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5,819	—	5,819	5,710
	170,143	—	170,143	170,034

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APPENDIX I

ACCOUNTANTS’ REPORT

At 31 December 2017 Contractual undiscounted cash outflow Within 1 year or on demand More than 1 year but less than 2 years More than 2 year but less than 5 years Total US$’000 US$’000 US$’000 US$’000 179,065 — — 179,065 9,244 1,610 37,682 48,536 188,309 1,610 37,682 227,601	At 31 December 2017 Contractual undiscounted cash outflow Within 1 year or on demand More than 1 year but less than 2 years More than 2 year but less than 5 years Total US$’000 US$’000 US$’000 US$’000 179,065 — — 179,065 9,244 1,610 37,682 48,536 188,309 1,610 37,682 227,601	At 31 December 2017 Contractual undiscounted cash outflow Within 1 year or on demand More than 1 year but less than 2 years More than 2 year but less than 5 years Total US$’000 US$’000 US$’000 US$’000 179,065 — — 179,065 9,244 1,610 37,682 48,536 188,309 1,610 37,682 227,601	Carrying amount

Within 1 year or on demand US$’000 179,065 9,244 188,309	More than 1 year but less than 2 years US$’000 — 1,610 1,610	More than 2 year but less than 5 years US$’000 — 37,682 37,682
			US$’000 179,065 40,443 219,508

(c) Interest rate risk

The Group’s interest rate risk arises primarily from variable rates bank loans, which expose the Group to cash flow interest rate risk.

(i) Interest rate profile

The following table details the interest rate profile of the Group’s bank loans at the end of the reporting period:

Variable rate borrowings:

Bank loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Bank loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Bank loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	Effective interest rate 1.21% - 4.60% Effective interest rate 1.51% - 4.64% Effective interest rate 2.38% - 4.90%	2015
		US$’000 9,948 2016
		US$’000 5,710 2017
		US$’000 40,443

(ii) Sensitivity analysis

As at 31 December 2015, 2016 and 2017, it is estimated that a general increase/ decrease of 100 basis points in interest rates, with all other variables held constant, would have decreased/increased the Group’s profit after tax for the period by approximately US$ 83,000, US$ 47,000 and US$ 309,000, mainly as a result of higher/lower finance costs on bank loans. The impact on the Group’s profit after tax is estimated as an annualised impact on interest expense of such a change in interest rates.

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ACCOUNTANTS’ REPORT

APPENDIX I

(d) Currency risk

The Group is exposed to currency risk primarily through sales and purchases giving rise to receivables, payables and cash balances that are denominated in a foreign currency (i.e. a currency other than the functional currency of the operations to which the transactions relate).

(i) Exposure to currency risk

The following table details the Group’s exposure at the end of the reporting period to currency risk arising from recognised assets or liabilities denominated in a currency other than the functional currency of the entity to which they relate. For presentation purposes, the amounts of the exposure are shown in US$, translated using the spot rates at the reporting period end date.

Differences resulting from the translation of the Historical Financial Information of foreign operations into the Group’s presentation currency are excluded.

Trade and other receivables . . . . . . . . . . . . . . . . . . . . . . . Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . Trade and other payables . . . . . . . . . . . . . . . . . . . . . . . . . Net exposure to currency risk . . . . . . . . . . . . . . . . . . . . . .		At 31 December 2015	At 31 December 2015	At 31 December 2015	At 31 December 2015
		RMB US$’000 710 1,586 (5,985) (3,689)		HKD US$’000 346 314 (221) 439		Total
						US$’000 1,056 1,900 (6,206) (3,250)

Trade and other receivables . . . . . . . . . . . . . . . . Cash and cash equivalents . . . . . . . . . . . . . . . . . Trade and other payables . . . . . . . . . . . . . . . . . . Net exposure to currency risk . . . . . . . . . . . . . . .				At 31 December 2016	At 31 December 2016
		RMB US$’000 11,288 5,521 (11,170) 5,639		HKD US$’000 17,508 83,129 (1,711) 98,926	South Korean Won (“KRW”) US$’000 — — (1,311) (1,311)		Total
							US$’000 28,796 88,650 (14,192) 103,254

Trade and other receivables . . . . . . . . . . . . . . . . Cash and cash equivalents . . . . . . . . . . . . . . . . . Trade and other payables . . . . . . . . . . . . . . . . . . Net exposure to currency risk . . . . . . . . . . . . . . .				At 31 December 2017	At 31 December 2017	At 31 December 2017
		RMB US$’000 57,018 26,920 (36,743) 47,195		HKD US$’000 225 101 (20) 306		KRW US$’000 1,055 — (7,014) (5,959)		Total
								US$’000 58,298 27,021 (43,777) 41,542

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APPENDIX I ACCOUNTANTS’ REPORT

(ii) Sensitivity analysis

A 5% strengthening of US$ against the following currencies at the reporting date would increase/(decrease) profit after tax by the amounts shown below. This analysis assumes that all other variables, including interest rates, remain constant.

RMB . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . HKD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . KRW . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	2015 138 (18) —	2016 (211) (4,130) 55	2017
			(1,770) (13) 247

A 5% weakening of US$ against the above currencies would have had the equal but opposite effect on the above currencies to the amounts shown above, on the basis that all other variables remain constant.

(e) Fair value

All financial instruments are carried at amounts not materially different from their fair values as at 31 December 2015, 2016 and 2017 because of the short term maturities of all these financial instruments.

26 Commitments

As at 31 December 2015, 2016 and 2017, the total future minimum lease payments under non-cancellable operating leases are payable as follows:

Within 1 year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . After 1 year but within 5 years . . . . . . . . . . . . . . . . . . . . .		As at 31 December	As at 31 December	As at 31 December	As at 31 December
		2015 US$’000 736 2,781 3,517		2016 US$’000 1,725 2,343 4,068		2017
						US$’000 2,341 1,888 4,229

The Group leases a number of office premises under operating leases. The leases typically run for an initial period for 3 to 5 years, at the end of which all terms are renegotiated.

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APPENDIX I

ACCOUNTANTS’ REPORT

27 Material related party transactions

In addition to the related party information disclosed elsewhere in the Historical Financial Information, the Group entered into the following material related party transactions.

During the Relevant Periods, the directors are of the view that the following are related parties of the Group:

Name of party
Seamless . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Guangzhou Mobvista . . . . . . . . . . . . . . . . . . . . . .
Guangzhou Jianda Network Techology Company
Limited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Zhuhai Huiliang Investment Holding Company
Limited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Guangzhou Gamo Information Technology Limited
(“Guangzhou Gamo”) . . . . . . . . . . . . . . . . . . . .
Mobvista Network Co., Limited . . . . . . . . . . . . . . .

Relationships

Controlling shareholder
Ultimate controlling party
entity controlled by ultimate controlling party
entity controlled by ultimate controlling party
An entity in which Mr. Duan Wei has significant
influence
An entity in which Mr. Duan Wei has significant
influence

(a) Transactions with related parties

Receiving management services from - Guangzhou Mobvista . . . . . . . . . . . . . . . . . . . . . . . . . . - Guangzhou Gamo . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Rental expenses paid on behalf of the Group by - Guangzhou Mobvista . . . . . . . . . . . . . . . . . . . . . . . . . . Purchase of fixed assets from . . . . . . . . . . . . . . . . . . . . . . - Guangzhou Gamo . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Purchase of royalties from . . . . . . . . . . . . . . . . . . . . . . . . - Guangzhou Gamo . . . . . . . . . . . . . . . . . . . . . . . . . . . . . - Mobvista Network Co., Limited . . . . . . . . . . . . . . . . . . .	Year ended 31 December	Year ended 31 December	Year ended 31 December
	2015 US$’000 — 650 — 125 49 592	2016 US$’000 1,700 — — — — —	2017
			US$’000 2,590 — 443 — — —

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APPENDIX I

ACCOUNTANTS’ REPORT

(b) Balances with related parties

As at 31 December 2015, 2016 and 2017, the Group had the following balances with related parties:

(i) Due from related parties

Non-trade receivables from related parties - Seamless . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . - Guangzhou Mobvista . . . . . . . . . . . . . . . . . . . . . . . . . - Guangzhou Jianda Network Techology Company Limited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . - Zhuhai Huiliang Investment Holding Company Limited.		As at 31 December	As at 31 December	As at 31 December	As at 31 December
		2015 US$’000 — — 151 — 151		2016		2017
				US$’000 — 166 243 2,884 3,293		US$’000 1,945 30,812 — 3,139 35,896

(ii) Due to related parties

Non-trade payables to related parties - Seamless . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . - Guangzhou Mobvista . . . . . . . . . . . . . . . . . . . . . . . - Guangzhou Jianda Network Techology Company Limited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . - Zhuhai Huiliang Investment Holding Company Limited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		As at 31 December	As at 31 December	As at 31 December
		2015 US$’000 9,999 4,374 — — 14,373		2016 US$’000 78,639 6,769 — — 85,408		2017
						US$’000 70,528 25,455 6,858 123 102,964

(c) Key management personnel compensation

Remuneration for key management personnel of the Group, including amounts paid to the Company’s directors as disclosed in note 8 and certain of the highest paid employees as disclosed in note 9, is as follows:

Short-term employee benefits . . . . . . . . . . . . . . . . . . . . . Share-based compensation expenses . . . . . . . . . . . . . . . . Contributions to retirement benefit scheme . . . . . . . . . . .		Year	ended at 31 December	ended at 31 December	ended at 31 December	ended at 31 December
		2015 US$’000 183 2,257 12 2,452		2016 US$’000 361 4,457 23 4,841		2017
						US$’000 826 3,230 29 4,085

Total remuneration is included in “staff costs” (See note 6(b)).

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APPENDIX I ACCOUNTANTS’ REPORT

28 Immediate and ultimate controlling party

As at the date of this report, the directors consider the immediate controlling party of the Company to be Seamless Technology Limited, which is incorporated in BVI, and the ultimate controlling parties of the Company to be Guangzhou Mobvista.

29 Possible impact of amendments, new standards and interpretations issued but not yet effective for the year ended 31 December 2017

Up to date of issue of the Historical Financial Information, the IASB has issued a number of amendments and new standards which are not yet effective for the year ended 31 December 2017 and which have not been adopted in the Historical Financial Information. These include the following which may be relevant to the Group.

IFRS 9, Financial instruments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . IFRS 16, Leases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	Effective for accounting periods beginning on or after
	1 January 2018 1 January 2019

The Group is in the process of making an assessment of what the impact of these amendments is expected to be in the period of initial application. So far the Group has identified some aspects of the new standards which may have a significant impact on the Historical Financial Information. Further details of the expected impacts are discussed below. As the Group has not completed its assessment, further impacts may be identified in due course and will be taken into consideration when determining whether the Group should adopt any of these new requirements before their effective dates and which transitional approach to take, where there are alternative approaches allowed under the new standards.

IFRS 9, Financial instruments

IFRS 9 will replace the current standard on accounting for financial instruments, IAS 39, Financial instruments: Recognition and measurement. IFRS 9 introduces new requirements for classification and measurement of financial assets, including the measurement of impairment for financial assets and hedge accounting. On the other hand, IFRS 9 incorporates without substantive changes the requirements of IAS 39 for recognition and derecognition of financial instruments and the classification and measurement of financial liabilities.

IFRS 9 is effective for the annual periods beginning on or after January 1, 2018 on a retrospective basis. The Group plans to use the exemption from restating comparative information and will recognise any transition adjustments against the opening balance of equity at January 1, 2018.

Expected impacts of the new requirements on the Group’s financial information are as follows:

(a) Classification and measurement

IFRS 9 contains three principal classification categories for financial assets: measured at (1) amortized cost, (2) fair value through profit or loss (FVTPL) and (3) fair value through other comprehensive income (FVTOCI):

The classification for debt instruments is determined based on the entity’s business model for managing the financial assets and the contractual cash flow characteristics of the asset. If a debt instrument is classified as FVTOCI then interest revenue, impairments and gains/losses on disposal will be recognized in profit or loss.

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APPENDIX I ACCOUNTANTS’ REPORT

For equity securities, the classification is FVTPL regardless of the entity’s business model. The only exception is if the equity security is not held for trading and the entity irrevocably elects to designate that security as FVTOCI. If an equity security is designated as FVTOCI then only dividend income on that security will be recognized in profit or loss. Gains, losses and impairments on that security will be recognized in other comprehensive income without recycling.

The Group has assessed that its financial assets as at 31 December 2017 will continue with their respective classification and measurements upon the adoption of IFRS 9.

The classification and measurement requirements for financial liabilities under IFRS 9 are largely unchanged from IAS 39, except that IFRS 9 requires the fair value change of a financial liability designated at FVTPL that is attributable to changes of that financial liability’s own credit risk to be recognized in other comprehensive income (without reclassification to profit or loss).

Based on the preliminary assessment, the Group concludes that the initial adoption of IFRS 9 (for classification and measurement of financial assets) will not have a material impact on the Group’s financial position and performance.

(b) Impairment

The new impairment model in IFRS 9 replaces the “incurred loss” model in IAS 39 with an “expected credit loss” model. Under the expected credit loss model, it will no longer be necessary for a loss event to occur before an impairment loss is recognized. Instead, an entity is required to recognize and measure expected credit losses as either 12-month expected credit losses or lifetime expected credit losses, depending on the asset and the facts and circumstances.

Based on the preliminary assessment, the Group expects that the application of the expected credit loss model will not have a material impact on its combined financial information.

IFRS 16, Leases

As disclosed in note 2(g), currently the Group classifies leases into operating leases and accounts for the lease arrangements accordingly.

IFRS 16 is not expected to impact significantly on the way that lessors account for their rights and obligations under a lease. However, once IFRS 16 is adopted, lessees will no longer distinguish between finance leases and operating leases. Instead, subject to practical expedients, lessees will account for all leases in a similar way to current finance lease accounting, i.e. at the commencement date of the lease the lessee will recognize and measure a lease liability at the present value of the minimum future lease payments and will recognize a corresponding “right-of-use” asset. After initial recognition of this asset and liability, the lessee will recognize interest expense accrued on the outstanding balance of the lease liability, and the depreciation of the right-of-use asset, instead of the current policy of recognizing rental expenses incurred under operating leases on a systematic basis over the lease term. As a practical expedient, the lessee can elect not to apply this accounting model to short-term leases (i.e. where the lease term is 12 months or less) and to leases of low-value assets, in which case the rental expenses would continue to be recognized on a systematic basis over the lease term.

IFRS 16 will primarily affect the Group’s accounting as a lessee of leases for office premises which are currently classified as operating leases. The application of the new accounting model is expected to lead to an increase in both assets and liabilities and to impact on the timing of the expense recognition in the statements of profit or loss over the period of the lease. As disclosed in note 26, at 31 December 2015, 2016 and 2017 the Group’s future minimum lease payments under non-cancellable operating leases amount to US$3,517,000, US$4,068,000 and US$4,229,000 for office premises respectively, part of which is payable between 1 and 5 years after the reporting date. Some of these amounts may therefore need to be recognized as lease liabilities, with corresponding right-of-use assets, once IFRS 16 is adopted. The Group will need to

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APPENDIX I ACCOUNTANTS’ REPORT

perform a more detailed analysis to determine the amounts of new assets and liabilities arising from operating lease commitments on adoption of IFRS 16, after taking into account the applicability of the practical expedient and adjusting for any leases entered into or terminated between now and the adoption of IFRS 16 and the effects of discounting. Based on the preliminary assessment, the adoption of IFRS 16 is not expected to have a material impact on its net assets in Historical Financial Information.

The Group will not consider the early adoption of IFRS 16 before its effective date of January 1, 2019.

30 Subsequent events

[●]

SUBSEQUENT FINANCIAL STATEMENTS

No audited financial statements have been prepared by the Company and its subsidiaries now comprising the Group in respect of any period subsequent to 31 December 2017.

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[REDACTED]

APPENDIX II

[REDACTED]

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APPENDIX II

[REDACTED]

[REDACTED]

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APPENDIX II

[REDACTED]

[REDACTED]

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APPENDIX II

[REDACTED]

[REDACTED]

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APPENDIX III SUMMARY OF THE CONSTITUTION OF THE COMPANY AND CAYMAN COMPANIES LAW

SUMMARY OF THE CONSTITUTION OF THE COMPANY

1 MEMORANDUM OF ASSOCIATION

The Memorandum of Association of the Company was conditionally adopted on [●] and states, inter alia, that the liability of the members of the Company is limited, that the objects for which the Company is established are unrestricted and the Company shall have full power and authority to carry out any object not prohibited by the Companies Law or any other law of the Cayman Islands.

The Memorandum of Association is available for inspection at the address specifiedin the section headed “Documents Delivered to the Registrar of Companies and Available for Inspection” in Appendix V to this [REDACTED].

2 ARTICLES OF ASSOCIATION

The Articles of Association of the Company were conditionally adopted on [●] and include provisions to the following effect:

2.1 Classes of Shares

The share capital of the Company consists of ordinary shares. The authorized share capital of the Company at the date of adoption of the Articles is US$100,000,000 divided into 10,000,000,000 shares of [US$0.01] each.

2.2 Directors

(a) Power to allot and issue Shares

Subject to the provisions of the Companies Law and the Memorandum and Articles of Association, the unissued shares in the Company (whether forming part of its original or any increased capital) shall be at the disposal of the Directors, who may offer, allot, grant options over or otherwise dispose of them to such persons, at such times and for such consideration, and upon such terms, as the Directors shall determine.

Subject to the provisions of the Articles of Association and to any direction that may be given by the Company in general meeting and without prejudice to any special rights conferred on the holders of any existing shares or attaching to any class of shares, any share may be issued with or have attached thereto such preferred, deferred, qualified or other special rights or restrictions, whether in regard to dividend, voting, return of capital or otherwise, and to such persons at such times and for such consideration as the Directors may determine. Subject to the Companies Law and to any special rights conferred on any shareholders or attaching to any class of shares, any share may, with the sanction of a special resolution, be issued on terms that it is, or at the option of the Company or the holder thereof, liable to be redeemed.

(b) Power to dispose of the assets of the Company or any subsidiary

The management of the business of the Company shall be vested in the Directors who, in addition to the powers and authorities by the Articles of Association expressly conferred upon them, may exercise all such powers and do all such acts and things as may be exercised or done or approved by the Company and are not by the Articles of Association or the Companies Law expressly directed or required to be exercised or done by the Company in general meeting, but subject nevertheless to the provisions of the Companies Law

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APPENDIX III SUMMARY OF THE CONSTITUTION OF THE COMPANY AND CAYMAN COMPANIES LAW

and of the Articles of Association and to any regulation from time to time made by the Company in general meeting not being inconsistent with such provisions or the Articles of Association, provided that no regulation so made shall invalidate any prior act of the Directors which would have been valid if such regulation had not been made.

(c) Compensation or payment for loss of office

Payment to any Director or past Director of any sum by way of compensation for loss of office or as consideration for or in connection with his retirement from office (not being a payment to which the Director is contractually entitled) must first be approved by the Company in general meeting.

(d) Loans to Directors

There are provisions in the Articles of Association prohibiting the making of loans to Directors or their respective close associates which are equivalent to the restrictions imposed by the Companies Ordinance.

(e) Financial assistance to purchase Shares

Subject to all applicable laws, the Company may give financial assistance to Directors and employees of the Company, its subsidiaries or any holding company or any subsidiary of such holding company in order that they may buy shares in the Company or any such subsidiary or holding company. Further, subject to all applicable laws, the Company may give financial assistance to a trustee for the acquisition of shares in the Company or shares in any such subsidiary or holding company to be held for the benefit of employees of the Company, its subsidiaries, any holding company of the Company or any subsidiary of any such holding company (including salaried Directors).

(f) Disclosure of interest in contracts with the Company or any of its subsidiaries

No Director or proposed Director shall be disqualified by his office from contracting with the Company either as vendor, purchaser or otherwise nor shall any such contract or any contract or arrangement entered into by or on behalf of the Company with any person, company or partnership of or in which any Director shall be a member or otherwise interested be capable on that account of being avoided, nor shall any Director so contracting or being any member or so interested be liable to account to the Company for any profit so realised by any such contract or arrangement by reason only of such Director holding that office or the fiduciary relationship thereby established, provided that such Director shall, if his interest in such contract or arrangement is material, declare the nature of his interest at the earliest meeting of the board of Directors at which it is practicable for him to do so, either specifically or by way of a general notice stating that, by reason of the facts specified in the notice, he is to be regarded as interested in any contracts of a specified description which may be made by the Company.

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APPENDIX III SUMMARY OF THE CONSTITUTION OF THE COMPANY AND CAYMAN COMPANIES LAW

A Director shall not be entitled to vote on (nor shall be counted in the quorum in relation to) any resolution of the Directors in respect of any contract or arrangement or any other proposal in which the Director or any of his close associates (or, if required by the [REDACTED], his other associates) has any material interest, and if he shall do so his vote shall not be counted (nor is he to be counted in the quorum for the resolution), but this prohibition shall not apply to any of the following matters, namely:

(i) the giving to such Director or any of his close associates of any security or indemnity in respect of money lent or obligations incurred or undertaken by him or any of them at the request of or for the benefit of the Company or any of its subsidiaries;
(ii) the giving of any security or indemnity to a third party in respect of a debt or obligation of the Company or any of its subsidiaries for which the Director or any of his close associates has himself/themselves assumed responsibility in whole or in part and whether alone or jointly under a guarantee or indemnity or by the giving of security;
(iii) any proposal concerning an offer of shares, debentures or other securities of or by the Company or any other company which the Company may promote or be interested in for subscription or purchase where the Director or any of his close associates is/are or is/are to be interested as a participant in the underwriting or sub-underwriting of the offer;
(iv) any proposal or arrangement concerning the benefit of employees of the Company or any of its subsidiaries including:
(A) the adoption, modification or operation of any employees’ share scheme or any share incentive scheme or share option scheme under which the Director or any of his close associates may benefit; or
(B) the adoption, modification or operation of a pension or provident fund or retirement, death or disability benefits scheme which relates both to Directors, their close associates and employees of the Company or any of its subsidiaries and does not provide in respect of any Director or any of his close associates, as such any privilege or advantage not generally accorded to the class of persons to which such scheme or fund relates; and
(v) any contract or arrangement in which the Director or any of his close associates is/are interested in the same manner as other holders of shares or debentures or other securities of the Company by virtue only of his/their interest in shares or debentures or other securities of the Company.

(g) Remuneration

The Directors shall be entitled to receive by way of remuneration for their services such sum as shall from time to time be determined by the Directors, or the Company in general meeting, as the case may be, such sum (unless otherwise directed by the resolution by which it is determined) to be divided amongst the Directors in such proportions and in such manner as they may agree, or failing agreement, equally, except that in such event any Director holding office for less than the whole of the relevant period in respect of which the remuneration is paid shall only rank in such division in proportion to the time during such period for which he has held office. Such remuneration shall be in addition to any other remuneration to which a Director who holds any salaried employment or office in the Company may be entitled by reason of such employment or office.

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APPENDIX III SUMMARY OF THE CONSTITUTION OF THE COMPANY AND CAYMAN COMPANIES LAW

The Directors shall also be entitled to be paid all expenses, including travel expenses, reasonably incurred by them in or in connection with the performance of their duties as Directors including their expenses of travelling to and from board meetings, committee meetings or general meetings or otherwise incurred whilst engaged on the business of the Company or in the discharge of their duties as Directors.

The Directors may grant special remuneration to any Director who shall perform any special or extra services at the request of the Company. Such special remuneration may be made payable to such Director in addition to or in substitution for his ordinary remuneration as a Director, and may be made payable by way of salary, commission or participation in profits or otherwise as may be agreed.

The remuneration of an executive Director or a Director appointed to any other office in the management of the Company shall from time to time be fixed by the Directors and may be by way of salary, commission or participation in profits or otherwise or by all or any of those modes and with such other benefits (including share option and/or pension and/or gratuity and/or other benefits on retirement) and allowances as the Directors may from time to time decide. Such remuneration shall be in addition to such remuneration as the recipient may be entitled to receive as a Director.

(h) Retirement, appointment and removal

The Directors shall have power at any time and from time to time to appoint any person to be a Director, either to fill a casual vacancy or as an addition to the existing Directors. Any Director so appointed shall hold office only until the next general meeting of the Company and shall then be eligible for re-election at that meeting.

The Company may by ordinary resolution remove any Director (including a Managing Director or other executive Director) before the expiration of his period of office notwithstanding anything in the Articles of Association or in any agreement between the Company and such Director (but without prejudice to any claim for compensation or damages payable to him in respect of the termination of his appointment as Director or of any other appointment of office as a result of the termination of this appointment as Director). The Company may by ordinary resolution appoint another person in his place. Any Director so appointed shall hold office during such time only as the Director in whose place he is appointed would have held the same if he had not been removed. The Company may also by ordinary resolution elect any person to be a Director, either to fill a casual vacancy or as an addition to the existing Directors. Any Director so appointed shall hold office only until the next following general meeting of the Company and shall then be eligible for re-election but shall not be taken into account in determining the Directors who are to retire by rotation at such meeting. No person shall, unless recommended by the Directors, be eligible for election to the office of Director at any general meeting unless, during the period, which shall be at least seven days, commencing no earlier than the day after the despatch of the notice of the meeting appointed for such election and ending no later than seven days prior to the date of such meeting, there has been given to the Secretary of the Company notice in writing by a member of the Company (not being the person to be proposed) entitled to attend and vote at the meeting for which such notice is given of his intention to propose such person for election and also notice in writing signed by the person to be proposed of his willingness to be elected.

There is no shareholding qualification for Directors nor is there any specified age limit for Directors.

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APPENDIX III SUMMARY OF THE CONSTITUTION OF THE COMPANY AND CAYMAN COMPANIES LAW

The office of a Director shall be vacated:

(i) if he resigns his office by notice in writing to the Company at its registered office or its principal office in Hong Kong;
(ii) if an order is made by any competent court or official on the grounds that he is or may be suffering from mental disorder or is otherwise incapable of managing his affairs and the Directors resolve that his office be vacated;
(iii) if, without leave, he is absent from meetings of the Directors (unless an alternate Director appointed by him attends) for 12 consecutive months, and the Directors resolve that his office be vacated;
(iv) if he becomes bankrupt or has a receiving order made against him or suspends payment or compounds with his creditors generally;
(v) if he ceases to be or is prohibited from being a Director by law or by virtue of any provision in the Articles of Association;
(vi) if he is removed from office by notice in writing served upon him signed by not less than three-fourths in number (or, if that is not a round number, the nearest lower round number) of the Directors (including himself) for the time being then in office; or
(vii) if he shall be removed from office by an ordinary resolution of the members of the Company under the Articles of Association.

At every annual general meeting of the Company one-third of the Directors for the time being, or, if their number is not three or a multiple of three, then the number nearest to, but not less than, one-third, shall retire from office by rotation, provided that every Director (including those appointed for a specific term) shall be subject to retirement by rotation at least once every three years. A retiring Director shall retain office until the close of the meeting at which he retires and shall be eligible for re-election thereat. The Company at any annual general meeting at which any Directors retire may fill the vacated office by electing a like number of persons to be Directors.

(i) Borrowing powers

The Directors may from time to time at their discretion exercise all the powers of the Company to raise or borrow or to secure the payment of any sum or sums of money for the purposes of the Company and to mortgage or charge its undertaking, property and assets (present and future) and uncalled capital or any part thereof.

(j) Proceedings of the Board

The Directors may meet together for the despatch of business, adjourn and otherwise regulate their meetings and proceedings as they think fit in any part of the world. Questions arising at any meeting shall be determined by a majority of votes. In the case of an equality of votes, the chairman of the meeting shall have a second or casting vote.

2.3 Alteration to constitutional documents

No alteration or amendment to the Memorandum or Articles of Association may be made except by special resolution.

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APPENDIX III

SUMMARY OF THE CONSTITUTION OF THE COMPANY AND CAYMAN COMPANIES LAW

2.4 Variation of rights of existing shares or classes of shares

If at any time the share capital of the Company is divided into different classes of shares, all or any of the rights attached to any class of shares for the time being issued (unless otherwise provided for in the terms of issue of the shares of that class) may, subject to the provisions of the Companies Law, be varied or abrogated either with the consent in writing of the holders of not less than three-fourths in nominal value of the issued shares of that class or with the sanction of a special resolution passed at a separate meeting of the holders of the shares of that class. To every such separate meeting all the provisions of the Articles of Association relating to general meetings shall mutatis mutandis apply, but so that the quorum for the purposes of any such separate meeting and of any adjournment thereof shall be a person or persons together holding (or representing by proxy or duly authorised representative) at the date of the relevant meeting not less than one-third in nominal value of the issued shares of that class.

The special rights conferred upon the holders of shares of any class shall not, unless otherwise expressly provided in the rights attaching to or the terms of issue of such shares, be deemed to be varied by the creation or issue of further shares ranking pari passu therewith.

2.5 Alteration of capital

The Company may, from time to time, whether or not all the shares for the time being authorised shall have been issued and whether or not all the shares for the time being issued shall have been fully paid up, by ordinary resolution, increase its share capital by the creation of new shares, such new capital to be of such amount and to be divided into shares of such respective amounts as the resolution shall prescribe.

The Company may from time to time by ordinary resolution:

(a) consolidate and divide all or any of its share capital into shares of a larger amount than its existing shares. On any consolidation of fully paid shares and division into shares of larger amount, the Directors may settle any difficulty which may arise as they think expedient and in particular (but without prejudice to the generality of the foregoing) may as between the holders of shares to be consolidated determine which particular shares are to be consolidated into each consolidated share, and if it shall happen that any person shall become entitled to fractions of a consolidated share or shares, such fractions may be sold by some person appointed by the Directors for that purpose and the person so appointed may transfer the shares so sold to the purchaser thereof and the validity of such transfer shall not be questioned, and so that the net proceeds of such sale (after deduction of the expenses of such sale) may either be distributed among the persons who would otherwise be entitled to a fraction or fractions of a consolidated share or shares rateably in accordance with their rights and interests or may be paid to the Company for the Company’s benefit;
(b) cancel any shares which at the date of the passing of the resolution have not been taken or agreed to be taken by any person, and diminish the amount of its share capital by the amount of the shares so cancelled subject to the provisions of the Companies Law; and
(c) sub-divide its shares or any of them into shares of smaller amount than is fixed by the Memorandum of Association, subject nevertheless to the provisions of the Companies Law, and so that the resolution whereby any share is sub-divided may determine that, as between the holders of the shares resulting from such sub-division, one or more of the shares may have any such preferred or other special rights, over, or may have such deferred rights or be subject to any such restrictions as compared with the others as the Company has power to attach to unissued or new shares.

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APPENDIX III SUMMARY OF THE CONSTITUTION OF THE COMPANY AND CAYMAN COMPANIES LAW

The Company may by special resolution reduce its share capital or any capital redemption reserve in any manner authorised and subject to any conditions prescribed by the Companies Law.

2.6 Special resolution — majority required

A “special resolution” is defined in the Articles of Association to have the meaning ascribed thereto in the Companies Law, for which purpose, the requisite majority shall be not less than three-fourths of the votes of such members of the Company as, being entitled to do so, vote in person or, in the case of corporations, by their duly authorised representatives or, where proxies are allowed, by proxy at a general meeting of which notice specifying the intention to propose the resolution as a special resolution has been duly given and includes a special resolution approved in writing by all of the members of the Company entitled to vote at a general meeting of the Company in one or more instruments each signed by one or more of such members, and the effective date of the special resolution so adopted shall be the date on which the instrument or the last of such instruments (if more than one) is executed.

In contrast, an “ordinary resolution” is defined in the Articles of Association to mean a resolution passed by a simple majority of the votes of such members of the Company as, being entitled to do so, vote in person or, in the case of corporations, by their duly authorised representatives or, where proxies are allowed, by proxy at a general meeting held in accordance with the Articles of Association and includes an ordinary resolution approved in writing by all the members of the Company aforesaid.

2.7 Voting rights

Subject to any special rights, privileges or restrictions as to voting for the time being attached to any class or classes of shares, at any general meeting on a poll every member present in person (or, in the case of a member being a corporation, by its duly authorised representative) or by proxy shall have one vote for each share registered in his name in the register of members of the Company.

Where any member is, under the [REDACTED], required to abstain from voting on any particular resolution or restricted to voting only for or only against any particular resolution, any votes cast by or on behalf of such member in contravention of such requirement or restriction shall not be counted.

In the case of joint registered holders of any share, any one of such persons may vote at any meeting, either personally or by proxy, in respect of such share as if he were solely entitled thereto; but if more than one of such joint holders be present at any meeting personally or by proxy, that one of the said persons so present being the most or, as the case may be, the more senior shall alone be entitled to vote in respect of the relevant joint holding and, for this purpose, seniority shall be determined by reference to the order in which the names of the joint holders stand on the register in respect of the relevant joint holding.

A member of the Company in respect of whom an order has been made by any competent court or official on the grounds that he is or may be suffering from mental disorder or is otherwise incapable of managing his affairs may vote by any person authorised in such circumstances to do so and such person may vote by proxy.

Save as expressly provided in the Articles of Association or as otherwise determined by the Directors, no person other than a member of the Company duly registered and who shall have paid all sums for the time being due from him payable to the Company in respect of his shares shall be entitled to be present or to vote (save as proxy for another member of the Company), or to be reckoned in a quorum, either personally or by proxy at any general meeting.

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APPENDIX III SUMMARY OF THE CONSTITUTION OF THE COMPANY AND CAYMAN COMPANIES LAW

At any general meeting a resolution put to the vote of the meeting shall be decided by way of a poll save that the chairman of the meeting may allow a resolution which relates purely to a procedural or administrative matter as prescribed under the [REDACTED] to be voted on by a show of hands.

If a recognised clearing house (or its nominee(s)) is a member of the Company it may authorise such person or persons as it thinks fit to act as its proxy(ies) or representative(s) at any general meeting of the Company or at any general meeting of any class of members of the Company provided that, if more than one person is so authorised, the authorisation shall specify the number and class of shares in respect of which each such person is so authorised. A person authorised pursuant to this provision shall be entitled to exercise the same rights and powers on behalf of the recognised clearing house (or its nominee(s)) which he represents as that recognised clearing house (or its nominee(s)) could exercise as if it were an individual member of the Company holding the number and class of shares specified in such authorisation, including, where a show of hands is allowed, the right to vote individually on a show of hands.

2.8 Annual general meetings

The Company shall hold a general meeting as its annual general meeting each year, within a period of not more than 15 months after the holding of the last preceding annual general meeting (or such longer period as the [REDACTED] may authorise). The annual general meeting shall be specified as such in the notices calling it.

2.9 Accounts and audit

The Directors shall cause to be kept such books of account as are necessary to give a true and fair view of the state of the Company’s affairs and to show and explain its transactions and otherwise in accordance with the Companies Law.

The Directors shall from time to time determine whether, and to what extent, and at what times and places and under what conditions or regulations, the accounts and books of the Company, or any of them, shall be open to the inspection by members of the Company (other than officers of the Company) and no such member shall have any right of inspecting any accounts or books or documents of the Company except as conferred by the Companies Law or any other relevant law or regulation or as authorised by the Directors or by the Company in general meeting.

The Directors shall, commencing with the first annual general meeting, cause to be prepared and to be laid before the members of the Company at every annual general meeting a profit and loss account for the period, in the case of the first account, since the incorporation of the Company and, in any other case, since the preceding account, together with a balance sheet as at the date to which the profit and loss account is made up and a Director’s report with respect to the profit or loss of the Company for the period covered by the profit and loss account and the state of the Company’s affairs as at the end of such period, an auditor’s report on such accounts and such other reports and accounts as may be required by law. Copies of those documents to be laid before the members of the Company at an annual general meeting shall not less than 21 days before the date of the meeting, be sent in the manner in which notices may be served by the Company as provided in the Articles of Association to every member of the Company and every holder of debentures of the Company provided that the Company shall not be required to send copies of those documents to any person of whose address the Company is not aware or to more than one of the joint holders of any shares or debentures.

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APPENDIX III SUMMARY OF THE CONSTITUTION OF THE COMPANY AND CAYMAN COMPANIES LAW

The Company shall at every annual general meeting appoint an auditor or auditors of the Company who shall hold office until the next annual general meeting. The remuneration of the auditors shall be fixed by the Company at the annual general meeting at which they are appointed provided that in respect of any particular year the Company in general meeting may delegate the fixing of such remuneration to the Directors.

2.10 Notice of meetings and business to be conducted thereat

An annual general meeting shall be called by not less than 21 days’ notice in writing and any extraordinary general meeting shall be called by not less than 14 days’ notice in writing. The notice shall be exclusive of the day on which it is served or deemed to be served and of the day for which it is given, and shall specify the time, place and agenda of the meeting, particulars of the resolutions and the general nature of the business to be considered at the meeting. The notice convening an annual general meeting shall specify the meeting as such, and the notice convening a meeting to pass a special resolution shall specify the intention to propose the resolution as a special resolution. Notice of every general meeting shall be given to the auditors and all members of the Company (other than those who, under the provisions of the Articles of Association or the terms of issue of the shares they hold, are not entitled to receive such notice from the Company).

Notwithstanding that a meeting of the Company is called by shorter notice than that mentioned above, it shall be deemed to have been duly called if it is so agreed:

(a) in the case of a meeting called as an annual general meeting, by all members of the Company entitled to attend and vote thereat or their proxies; and
(b) in the case of any other meeting, by a majority in number of the members having a right to attend and vote at the meeting, being a majority together holding not less than 95% in nominal value of the shares giving that right.

2.11 Transfer of shares

Transfers of shares may be effected by an instrument of transfer in the usual common form or in such other form as the Directors may approve which is consistent with the standard form of transfer as prescribed by the [REDACTED].

The instrument of transfer shall be executed by or on behalf of the transferor and, unless the Directors otherwise determine, the transferee, and the transferor shall be deemed to remain the holder of the share until the name of the transferee is entered in the register of members of the Company in respect thereof. All instruments of transfer shall be retained by the Company.

The Directors may refuse to register any transfer of any share which is not fully paid up or on which the Company has a lien. The Directors may also decline to register any transfer of any shares unless:

(a) the instrument of transfer is lodged with the Company accompanied by the certificate for the shares to which it relates (which shall upon the registration of the transfer be cancelled) and such other evidence as the Directors may reasonably require to show the right of the transferor to make the transfer;
(b) the instrument of transfer is in respect of only one class of shares;
(c) the instrument of transfer is properly stamped (in circumstances where stamping is required);

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APPENDIX III SUMMARY OF THE CONSTITUTION OF THE COMPANY AND CAYMAN COMPANIES LAW

(d) in the case of a transfer to joint holders, the number of joint holders to whom the share is to be transferred does not exceed four;
(e) the shares concerned are free of any lien in favour of the Company; and
(f) a fee of such amount not exceeding the maximum amount as the [REDACTED] may from time to time determine to be payable (or such lesser sum as the Directors may from time to time require) is paid to the Company in respect thereof.

If the Directors refuse to register a transfer of any share they shall, within two months after the date on which the transfer was lodged with the Company, send to each of the transferor and the transferee notice of such refusal.

The registration of transfers may, on 10 business days’ notice (or on 6 business days’ notice in the case of a rights issue) being given by advertisement published on the [REDACTED]’s website, or, subject to the [REDACTED], by electronic communication in the manner in which notices may be served by the Company by electronic means as provided in the Articles of Association or by advertisement published in the newspapers, be suspended and the register of members of the Company closed at such times for such periods as the Directors may from time to time determine, provided that the registration of transfers shall not be suspended or the register closed for more than 30 days in any year (or such longer period as the members of the Company may by ordinary resolution determine provided that such period shall not be extended beyond 60 days in any year).

2.12 Power of the Company to purchase its own shares

The Company is empowered by the Companies Law and the Articles of Association to purchase its own shares subject to certain restrictions and the Directors may only exercise this power on behalf of the Company subject to the authority of its members in general meeting as to the manner in which they do so and to any applicable requirements imposed from time to time by the [REDACTED] and the Securities and Futures Commission of Hong Kong. Shares which have been repurchased will be treated as cancelled upon the repurchase.

2.13 Power of any subsidiary of the Company to own shares

There are no provisions in the Articles of Association relating to the ownership of shares by a subsidiary.

2.14 Dividends and other methods of distribution

Subject to the Companies Law and the Articles of Association, the Company in general meeting may declare dividends in any currency but no dividends shall exceed the amount recommended by the Directors. No dividend may be declared or paid other than out of profits and reserves of the Company lawfully available for distribution, including share premium.

Unless and to the extent that the rights attached to any shares or the terms of issue thereof otherwise provide, all dividends shall (as regards any shares not fully paid throughout the period in respect of which the dividend is paid) be apportioned and paid pro rata according to the amounts paid up on the shares during any portion or portions of the period in respect of which the dividend is paid. For these purposes no amount paid up on a share in advance of calls shall be treated as paid up on the share.

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APPENDIX III SUMMARY OF THE CONSTITUTION OF THE COMPANY AND CAYMAN COMPANIES LAW

The Directors may from time to time pay to the members of the Company such interim dividends as appear to the Directors to be justified by the profits of the Company. The Directors may also pay half-yearly or at other intervals to be selected by them any dividend which may be at a fixed rate if they are of the opinion that the profits available for distribution justify the payment.

The Directors may retain any dividends or other monies payable on or in respect of a share upon which the Company has a lien, and may apply the same in or towards satisfaction of the debts, liabilities or engagements in respect of which the lien exists. The Directors may also deduct from any dividend or other monies payable to any member of the Company all sums of money (if any) presently payable by him to the Company on account of calls, instalments or otherwise.

No dividend shall carry interest against the Company.

Whenever the Directors or the Company in general meeting have resolved that a dividend be paid or declared on the share capital of the Company, the Directors may further resolve: (a) that such dividend be satisfied wholly or in part in the form of an allotment of shares credited as fully paid up on the basis that the shares so allotted are to be of the same class as the class already held by the allottee, provided that the members of the Company entitled thereto will be entitled to elect to receive such dividend (or part thereof) in cash in lieu of such allotment; or (b) that the members of the Company entitled to such dividend will be entitled to elect to receive an allotment of shares credited as fully paid up in lieu of the whole or such part of the dividend as the Directors may think fit on the basis that the shares so allotted are to be of the same class as the class already held by the allottee. The Company may upon the recommendation of the Directors by ordinary resolution resolve in respect of any one particular dividend of the Company that notwithstanding the foregoing a dividend may be satisfied wholly in the form of an allotment of shares credited as fully paid without offering any right to members of the Company to elect to receive such dividend in cash in lieu of such allotment.

Any dividend, interest or other sum payable in cash to a holder of shares may be paid by cheque or warrant sent through the post addressed to the registered address of the member of the Company entitled, or in the case of joint holders, to the registered address of the person whose name stands first in the register of members of the Company in respect of the joint holding or to such person and to such address as the holder or joint holders may in writing direct. Every cheque or warrant so sent shall be made payable to the order of the holder or, in the case of joint holders, to the order of the holder whose name stands first on the register of members of the Company in respect of such shares, and shall be sent at his or their risk and the payment of any such cheque or warrant by the bank on which it is drawn shall operate as a good discharge to the Company in respect of the dividend and/or bonus represented thereby, notwithstanding that it may subsequently appear that the same has been stolen or that any endorsement thereon has been forged. The Company may cease sending such cheques for dividend entitlements or dividend warrants by post if such cheques or warrants have been left uncashed on two consecutive occasions. However, the Company may exercise its power to cease sending cheques for dividend entitlements or dividend warrants after the first occasion on which such a cheque or warrant is returned undelivered. Any one of two or more joint holders may give effectual receipts for any dividends or other monies payable or property distributable in respect of the shares held by such joint holders.

Any dividend unclaimed for six years from the date of declaration of such dividend may be forfeited by the Directors and shall revert to the Company.

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APPENDIX III SUMMARY OF THE CONSTITUTION OF THE COMPANY AND CAYMAN COMPANIES LAW

The Directors may, with the sanction of the members of the Company in general meeting, direct that any dividend be satisfied wholly or in part by the distribution of specific assets of any kind, and in particular of paid up shares, debentures or warrants to subscribe securities of any other company, and where any difficulty arises in regard to such distribution the Directors may settle it as they think expedient, and in particular may disregard fractional entitlements, round the same up or down or provide that the same shall accrue to the benefit of the Company, and may fix the value for distribution of such specific assets and may determine that cash payments shall be made to any members of the Company upon the footing of the value so fixed in order to adjust the rights of all parties, and may vest any such specific assets in trustees as may seem expedient to the Directors.

2.15 Proxies

Any member of the Company entitled to attend and vote at a meeting of the Company shall be entitled to appoint another person who must be an individual as his proxy to attend and vote instead of him and a proxy so appointed shall have the same right as the member to speak at the meeting. A proxy need not be a member of the Company.

Instruments of proxy shall be in common form or in such other form as the Directors may from time to time approve provided that it shall enable a member to instruct his proxy to vote in favour of or against (or in default of instructions or in the event of conflicting instructions, to exercise his discretion in respect of) each resolution to be proposed at the meeting to which the form of proxy relates. The instrument of proxy shall be deemed to confer authority to vote on any amendment of a resolution put to the meeting for which it is given as the proxy thinks fit. The instrument of proxy shall, unless the contrary is stated therein, be valid as well for any adjournment of the meeting as for the meeting to which it relates provided that the meeting was originally held within 12 months from such date.

The instrument appointing a proxy shall be in writing under the hand of the appointor or his attorney authorised in writing or if the appointor is a corporation either under its seal or under the hand of an officer, attorney or other person authorised to sign the same.

The instrument appointing a proxy and (if required by the Directors) the power of attorney or other authority (if any) under which it is signed, or a notarially certified copy of such power or authority, shall be delivered at the registered office of the Company (or at such other place as may be specified in the notice convening the meeting or in any notice of any adjournment or, in either case, in any document sent therewith) not less than 48 hours before the time appointed for holding the meeting or adjourned meeting at which the person named in the instrument proposes to vote or, in the case of a poll taken subsequently to the date of a meeting or adjourned meeting, not less than 48 hours before the time appointed for the taking of the poll and in default the instrument of proxy shall not be treated as valid. No instrument appointing a proxy shall be valid after the expiration of 12 months from the date named in it as the date of its execution. Delivery of any instrument appointing a proxy shall not preclude a member of the Company from attending and voting in person at the meeting or poll concerned and, in such event, the instrument appointing a proxy shall be deemed to be revoked.

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APPENDIX III

SUMMARY OF THE CONSTITUTION OF THE COMPANY AND CAYMAN COMPANIES LAW

2.16 Calls on shares and forfeiture of shares

The Directors may from time to time make calls upon the members of the Company in respect of any monies unpaid on their shares (whether on account of the nominal amount of the shares or by way of premium or otherwise) and not by the conditions of allotment thereof made payable at fixed times and each member of the Company shall (subject to the Company serving upon him at least 14 days’ notice specifying the time and place of payment and to whom such payment shall be made) pay to the person at the time and place so specified the amount called on his shares. A call may be revoked or postponed as the Directors may determine. A person upon whom a call is made shall remain liable on such call notwithstanding the subsequent transfer of the shares in respect of which the call was made.

A call may be made payable either in one sum or by instalments and shall be deemed to have been made at the time when the resolution of the Directors authorising the call was passed. The joint holders of a share shall be jointly and severally liable to pay all calls and instalments due in respect of such share or other monies due in respect thereof.

If a sum called in respect of a share shall not be paid before or on the day appointed for payment thereof, the person from whom the sum is due shall pay interest on the sum from the day appointed for payment thereof to the time of actual payment at such rate, not exceeding 15% per annum, as the Directors may determine, but the Directors shall be at liberty to waive payment of such interest wholly or in part.

If any call or instalment of a call remains unpaid on any share after the day appointed for payment thereof, the Directors may at any time during such time as any part thereof remains unpaid serve a notice on the holder of such shares requiring payment of so much of the call or instalment as is unpaid together with any interest which may be accrued and which may still accrue up to the date of actual payment.

The notice shall name a further day (not being less than 14 days from the date of service of the notice) on or before which, and the place where, the payment required by the notice is to be made, and shall state that in the event of non-payment at or before the time and at the place appointed, the shares in respect of which such call was made or instalment is unpaid will be liable to be forfeited.

If the requirements of such notice are not complied with, any share in respect of which such notice has been given may at any time thereafter, before payment of all calls or instalments and interest due in respect thereof has been made, be forfeited by a resolution of the Directors to that effect. Such forfeiture shall include all dividends and bonuses declared in respect of the forfeited shares and not actually paid before the forfeiture. A forfeited share shall be deemed to be the property of the Company and may be re-allotted, sold or otherwise disposed of.

A person whose shares have been forfeited shall cease to be a member of the Company in respect of the forfeited shares but shall, notwithstanding the forfeiture, remain liable to pay to the Company all monies which at the date of forfeiture were payable by him to the Company in respect of the shares, together with (if the Directors shall in their discretion so require) interest thereon at such rate not exceeding 15% per annum as the Directors may prescribe from the date of forfeiture until payment, and the Directors may enforce payment thereof without being under any obligation to make any allowance for the value of the shares forfeited, at the date of forfeiture.

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APPENDIX III

SUMMARY OF THE CONSTITUTION OF THE COMPANY AND CAYMAN COMPANIES LAW

2.17 Inspection of register of members

The register of members of the Company shall be kept in such manner as to show at all times the members of the Company for the time being and the shares respectively held by them. The register may, on 10 business days’ notice (or on 6 business days’ notice in the case of a rights issue) being given by advertisement published on the [REDACTED]’s website, or, subject to the [REDACTED], by electronic communication in the manner in which notices may be served by the Company by electronic means as provided in the Articles of Association or by advertisement published in the newspapers, be closed at such times and for such periods as the Directors may from time to time determine either generally or in respect of any class of shares, provided that the register shall not be closed for more than 30 days in any year (or such longer period as the members of the Company may by ordinary resolution determine provided that such period shall not be extended beyond 60 days in any year).

Any register of members kept in Hong Kong shall during normal business hours (subject to such reasonable restrictions as the Directors may impose) be open to inspection by any member of the Company without charge and by any other person on payment of a fee of such amount not exceeding the maximum amount as may from time to time be permitted under the [REDACTED] as the Directors may determine for each inspection.

2.18 Quorum for meetings and separate class meetings

No business shall be transacted at any general meeting unless a quorum is present when the meeting proceeds to business, but the absence of a quorum shall not preclude the appointment, choice or election of a chairman which shall not be treated as part of the business of the meeting.

Two members of the Company present in person or by proxy shall be a quorum provided always that if the Company has only one member of record the quorum shall be that one member present in person or by proxy.

A corporation being a member of the Company shall be deemed for the purpose of the Articles of Association to be present in person if represented by its duly authorised representative being the person appointed by resolution of the directors or other governing body of such corporation or by power of attorney to act as its representative at the relevant general meeting of the Company or at any relevant general meeting of any class of members of the Company.

The quorum for a separate general meeting of the holders of a separate class of shares of the Company is described in paragraph 2.4 above.

2.19 Rights of minorities in relation to fraud or oppression

There are no provisions in the Articles of Association concerning the rights of minority shareholders in relation to fraud or oppression.

2.20 Procedure on liquidation

If the Company shall be wound up, and the assets available for distribution amongst the members of the Company as such shall be insufficient to repay the whole of the paid-up capital, such assets shall be distributed so that, as nearly as may be, the losses shall be borne by the members of the Company in proportion to the capital paid up, or which ought to have been paid up, at the commencement of the winding

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APPENDIX III SUMMARY OF THE CONSTITUTION OF THE COMPANY AND CAYMAN COMPANIES LAW

up on the shares held by them respectively. If in a winding up the assets available for distribution amongst the members of the Company shall be more than sufficient to repay the whole of the capital paid up at the commencement of the winding up, the excess shall be distributed amongst the members of the Company in proportion to the capital paid up at the commencement of the winding up on the shares held by them respectively. The foregoing is without prejudice to the rights of the holders of shares issued upon special terms and conditions.

If the Company shall be wound up, the liquidator may with the sanction of a special resolution of the Company and any other sanction required by the Companies Law, divide amongst the members of the Company in specie or kind the whole or any part of the assets of the Company (whether they shall consist of property of the same kind or not) and may, for such purpose, set such value as he deems fair upon any property to be divided as aforesaid and may determine how such division shall be carried out as between the members or different classes of members of the Company. The liquidator may, with the like sanction, vest the whole or any part of such assets in trustees upon such trusts for the benefit of the members of the Company as the liquidator, with the like sanction and subject to the Companies Law, shall think fit, but so that no member of the Company shall be compelled to accept any assets, shares or other securities in respect of which there is a liability.

2.21 Untraceable members

The Company shall be entitled to sell any shares of a member of the Company or the shares to which a person is entitled by virtue of transmission on death or bankruptcy or operation of law if: (a) all cheques or warrants, not being less than three in number, for any sums payable in cash to the holder of such shares have remained uncashed for a period of 12 years; (b) the Company has not during that time or before the expiry of the three month period referred to in (d) below received any indication of the whereabouts or existence of the member; (c) during the 12 year period, at least three dividends in respect of the shares in question have become payable and no dividend during that period has been claimed by the member; and (d) upon expiry of the 12 year period, the Company has caused an advertisement to be published in the newspapers or subject to the [REDACTED], by electronic communication in the manner in which notices may be served by the Company by electronic means as provided in the Articles of Association, giving notice of its intention to sell such shares and a period of three months has elapsed since such advertisement and the [REDACTED] has been notified of such intention. The net proceeds of any such sale shall belong to the Company and upon receipt by the Company of such net proceeds it shall become indebted to the former member for an amount equal to such net proceeds.

SUMMARY OF CAYMAN ISLANDS COMPANY LAW AND TAXATION

1 Introduction

The Companies Law is derived, to a large extent, from the older Companies Acts of England, although there are significant differences between the Companies Law and the current Companies Act of England. Set out below is a summary of certain provisions of the Companies Law, although this does not purport to contain all applicable qualifications and exceptions or to be a complete review of all matters of corporate law and taxation which may differ from equivalent provisions in jurisdictions with which interested parties may be more familiar.

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APPENDIX III SUMMARY OF THE CONSTITUTION OF THE COMPANY AND CAYMAN COMPANIES LAW

2 Incorporation

The Company was incorporated in the Cayman Islands as an exempted company with limited liability on April 16, 2018 under the Companies Law. As such, its operations must be conducted mainly outside the Cayman Islands. The Company is required to file an annual return each year with the Registrar of Companies of the Cayman Islands and pay a fee which is based on the size of its authorised share capital.

3 Share Capital

The Companies Law permits a company to issue ordinary shares, preference shares, redeemable shares or any combination thereof.

The Companies Law provides that where a company issues shares at a premium, whether for cash or otherwise, a sum equal to the aggregate amount of the value of the premia on those shares shall be transferred to an account called the “share premium account.” At the option of a company, these provisions may not apply to premia on shares of that company allotted pursuant to any arrangement in consideration of the acquisition or cancellation of shares in any other company and issued at a premium. The Companies Law provides that the share premium account may be applied by a company, subject to the provisions, if any, of its memorandum and articles of association, in such manner as the company may from time to time determine including, but without limitation:

(a) paying distributions or dividends to members;
(b) paying up unissued shares of the company to be issued to members as fully paid bonus shares;
(c) in the redemption and repurchase of shares (subject to the provisions of section 37 of the Companies Law);
(d) writing-off the preliminary expenses of the company;
(e) writing-off the expenses of, or the commission paid or discount allowed on, any issue of shares or debentures of the company; and
(f) providing for the premium payable on redemption or purchase of any shares or debentures of the company.

No distribution or dividend may be paid to members out of the share premium account unless immediately following the date on which the distribution or dividend is proposed to be paid the company will be able to pay its debts as they fall due in the ordinary course of business.

The Companies Law provides that, subject to confirmation by the Grand Court of the Cayman Islands, a company limited by shares or a company limited by guarantee and having a share capital may, if so authorised by its articles of association, by special resolution reduce its share capital in any way.

Subject to the detailed provisions of the Companies Law, a company limited by shares or a company limited by guarantee and having a share capital may, if so authorised by its articles of association, issue shares which are to be redeemed or are liable to be redeemed at the option of the company or a shareholder. In addition, such a company may, if authorised to do so by its articles of association, purchase its own shares, including any redeemable shares. The manner of such a purchase must be authorised either by the articles of association or by an ordinary resolution of the company. The articles of association may provide that the manner of purchase may be determined by the directors of the company. At no time may a company redeem or purchase its shares unless they are fully paid. A company may not redeem or purchase any of its shares

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APPENDIX III SUMMARY OF THE CONSTITUTION OF THE COMPANY AND CAYMAN COMPANIES LAW

if, as a result of the redemption or purchase, there would no longer be any member of the company holding shares. A payment out of capital by a company for the redemption or purchase of its own shares is not lawful unless immediately following the date on which the payment is proposed to be made, the company shall be able to pay its debts as they fall due in the ordinary course of business.

There is no statutory restriction in the Cayman Islands on the provision of financial assistance by a company for the purchase of, or subscription for, its own or its holding company’s shares. Accordingly, a company may provide financial assistance if the directors of the company consider, in discharging their duties of care and to act in good faith, for a proper purpose and in the interests of the company, that such assistance can properly be given. Such assistance should be on an arm’s-length basis.

4 Dividends and Distributions

With the exception of section 34 of the Companies Law, there are no statutory provisions relating to the payment of dividends. Based upon English case law which is likely to be persuasive in the Cayman Islands in this area, dividends may be paid only out of profits. In addition, section 34 of the Companies Law permits, subject to a solvency test and the provisions, if any, of the company’s memorandum and articles of association, the payment of dividends and distributions out of the share premium account (see paragraph 3 above for details).

5 Shareholders’ Suits

The Cayman Islands courts can be expected to follow English case law precedents. The rule in Foss v. Harbottle (and the exceptions thereto which permit a minority shareholder to commence a class action against or derivative actions in the name of the company to challenge (a) an act which is ultra vires the company or illegal, (b) an act which constitutes a fraud against the minority where the wrongdoers are themselves in control of the company, and (c) an action which requires a resolution with a qualified (or special) majority which has not been obtained) has been applied and followed by the courts in the Cayman Islands.

6 Protection of Minorities

In the case of a company (not being a bank) having a share capital divided into shares, the Grand Court of the Cayman Islands may, on the application of members holding not less than one-fifth of the shares of the company in issue, appoint an inspector to examine into the affairs of the company and to report thereon in such manner as the Grand Court shall direct.

Any shareholder of a company may petition the Grand Court of the Cayman Islands which may make a winding up order if the court is of the opinion that it is just and equitable that the company should be wound up.

Claims against a company by its shareholders must, as a general rule, be based on the general laws of contract or tort applicable in the Cayman Islands or their individual rights as shareholders as established by the company’s memorandum and articles of association.

The English common law rule that the majority will not be permitted to commit a fraud on the minority has been applied and followed by the courts of the Cayman Islands.

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APPENDIX III SUMMARY OF THE CONSTITUTION OF THE COMPANY AND CAYMAN COMPANIES LAW

7 Disposal of Assets

The Companies Law contains no specific restrictions on the powers of directors to dispose of assets of a company. As a matter of general law, in the exercise of those powers, the directors must discharge their duties of care and to act in good faith, for a proper purpose and in the interests of the company.

8 Accounting and Auditing Requirements

The Companies Law requires that a company shall cause to be kept proper books of account with respect to:

(a) all sums of money received and expended by the company and the matters in respect of which the receipt and expenditure takes place;
(b) all sales and purchases of goods by the company; and
(c) the assets and liabilities of the company.

Proper books of account shall not be deemed to be kept if there are not kept such books as are necessary to give a true and fair view of the state of the company’s affairs and to explain its transactions.

9 Register of Members

An exempted company may, subject to the provisions of its articles of association, maintain its principal register of members and any branch registers at such locations, whether within or without the Cayman Islands, as its directors may from time to time think fit. There is no requirement under the Companies Law for an exempted company to make any returns of members to the Registrar of Companies of the Cayman Islands. The names and addresses of the members are, accordingly, not a matter of public record and are not available for public inspection.

10 Inspection of Books and Records

Members of a company will have no general right under the Companies Law to inspect or obtain copies of the register of members or corporate records of the company. They will, however, have such rights as may be set out in the company’s articles of association.

11 Special Resolutions

The Companies Law provides that a resolution is a special resolution when it has been passed by a majority of at least two-thirds of such members as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at a general meeting of which notice specifying the intention to propose the resolution as a special resolution has been duly given, except that a company may in its articles of association specify that the required majority shall be a number greater than two-thirds, and may additionally so provide that such majority (being not less than two-thirds) may differ as between matters required to be approved by a special resolution. Written resolutions signed by all the members entitled to vote for the time being of the company may take effect as special resolutions if this is authorised by the articles of association of the company.

12 Subsidiary Owning Shares in Parent

The Companies Law does not prohibit a Cayman Islands company acquiring and holding shares in its parent company provided its objects so permit. The directors of any subsidiary making such acquisition must discharge their duties of care and to act in good faith, for a proper purpose and in the interests of the subsidiary.

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APPENDIX III

SUMMARY OF THE CONSTITUTION OF THE COMPANY AND CAYMAN COMPANIES LAW

13 Mergers and Consolidations

The Companies Law permits mergers and consolidations between Cayman Islands companies and between Cayman Islands companies and non-Cayman Islands companies. For these purposes, (a) “merger” means the merging of two or more constituent companies and the vesting of their undertaking, property and liabilities in one of such companies as the surviving company, and (b) “consolidation” means the combination of two or more constituent companies into a consolidated company and the vesting of the undertaking, property and liabilities of such companies to the consolidated company. In order to effect such a merger or consolidation, the directors of each constituent company must approve a written plan of merger or consolidation, which must then be authorised by (a) a special resolution of each constituent company and (b) such other authorisation, if any, as may be specified in such constituent company’s articles of association. The written plan of merger or consolidation must be filed with the Registrar of Companies of the Cayman Islands together with a declaration as to the solvency of the consolidated or surviving company, a list of the assets and liabilities of each constituent company and an undertaking that a copy of the certificate of merger or consolidation will be given to the members and creditors of each constituent company and that notification of the merger or consolidation will be published in the Cayman Islands Gazette. Dissenting shareholders have the right to be paid the fair value of their shares (which, if not agreed between the parties, will be determined by the Cayman Islands court) if they follow the required procedures, subject to certain exceptions. Court approval is not required for a merger or consolidation which is effected in compliance with these statutory procedures.

14 Reconstructions

There are statutory provisions which facilitate reconstructions and amalgamations approved by a majority in number representing 75% in value of shareholders or creditors, depending on the circumstances, as are present at a meeting called for such purpose and thereafter sanctioned by the Grand Court of the Cayman Islands. Whilst a dissenting shareholder would have the right to express to the Grand Court his view that the transaction for which approval is sought would not provide the shareholders with a fair value for their shares, the Grand Court is unlikely to disapprove the transaction on that ground alone in the absence of evidence of fraud or bad faith on behalf of management and if the transaction were approved and consummated the dissenting shareholder would have no rights comparable to the appraisal rights (i.e. the right to receive payment in cash for the judicially determined value of his shares) ordinarily available, for example, to dissenting shareholders of United States corporations.

15 Take-overs

Where an offer is made by a company for the shares of another company and, within four months of the offer, the holders of not less than 90% of the shares which are the subject of the offer accept, the offeror may at any time within two months after the expiration of the said four months, by notice require the dissenting shareholders to transfer their shares on the terms of the offer. A dissenting shareholder may apply to the Grand Court of the Cayman Islands within one month of the notice objecting to the transfer. The burden is on the dissenting shareholder to show that the Grand Court should exercise its discretion, which it will be unlikely to do unless there is evidence of fraud or bad faith or collusion as between the offeror and the holders of the shares who have accepted the offer as a means of unfairly forcing out minority shareholders.

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APPENDIX III SUMMARY OF THE CONSTITUTION OF THE COMPANY AND CAYMAN COMPANIES LAW

16 Indemnification

Cayman Islands law does not limit the extent to which a company’s articles of association may provide for indemnification of officers and directors, except to the extent any such provision may be held by the Cayman Islands courts to be contrary to public policy (e.g. for purporting to provide indemnification against the consequences of committing a crime).

17 Liquidation

A company may be placed in liquidation compulsorily by an order of the court, or voluntarily (a) by a special resolution of its members if the company is solvent, or (b) by an ordinary resolution of its members if the company is insolvent. The liquidator’s duties are to collect the assets of the company (including the amount (if any) due from the contributories (shareholders)), settle the list of creditors and discharge the company’s liability to them, rateably if insufficient assets exist to discharge the liabilities in full, and to settle the list of contributories and divide the surplus assets (if any) amongst them in accordance with the rights attaching to the shares.

18 Stamp Duty on Transfers

No stamp duty is payable in the Cayman Islands on transfers of shares of Cayman Islands companies except those which hold interests in land in the Cayman Islands.

19 Taxation

Pursuant to section 6 of the Tax Concessions Law (2018 Revision) of the Cayman Islands, the Company may obtain an undertaking from the Financial Secretary of the Cayman Islands:

(a) that no law which is enacted in the Cayman Islands imposing any tax to be levied on profits, income, gains or appreciations shall apply to the Company or its operations; and
(b) in addition, that no tax to be levied on profits, income, gains or appreciations or which is in the nature of estate duty or inheritance tax shall be payable:
(i) on or in respect of the shares, debentures or other obligations of the Company; or
(ii) by way of the withholding in whole or in part of any relevant payment as defined in section 6(3) of the Tax Concessions Law (2018 Revision).

The undertaking is for a period of twenty years.

The Cayman Islands currently levy no taxes on individuals or corporations based upon profits, income, gains or appreciations and there is no taxation in the nature of inheritance tax or estate duty. There are no other taxes likely to be material to the Company levied by the Government of the Cayman Islands save certain stamp duties which may be applicable, from time to time, on certain instruments executed in or brought within the jurisdiction of the Cayman Islands. The Cayman Islands are not party to any double tax treaties that are applicable to any payments made by or to the Company.

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APPENDIX III SUMMARY OF THE CONSTITUTION OF THE COMPANY AND CAYMAN COMPANIES LAW

20 Exchange Control

There are no exchange control regulations or currency restrictions in the Cayman Islands.

21 General

Maples and Calder (Hong Kong) LLP, the Company’s legal advisers on Cayman Islands law, have sent to the Company a letter of advice summarising aspects of Cayman Islands company law. This letter, together with a copy of the Companies Law, is available for inspection as referred to in the section headed “Documents Delivered to the Registrar of Companies and Available for Inspection” in Appendix V to this [REDACTED]. Any person wishing to have a detailed summary of Cayman Islands company law or advice on the differences between it and the laws of any jurisdiction with which he/she is more familiar is recommended to seek independent legal advice.

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APPENDIX IV STATUTORY AND GENERAL INFORMATION

A FURTHER INFORMATION ABOUT OUR COMPANY

1. Incorporation

Our Company was incorporated under the laws of the Cayman Islands on April 16, 2018 as an exempted limited liability company. Our Company’s registered office address is at the offices of CO Services Cayman Limited, P.O. Box 10008, Willow House, Cricket Square, Grand Cayman, KY1-1001, Cayman Islands. A summary of various parts of the Memorandum and Articles of Association is set out in Appendix III to this [REDACTED].

Our Company [has been registered] as a non-Hong Kong company under Part 16 of the Companies Ordinance. Our registered place of business in Hong Kong is at 18/F, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong. Ms. SO Shuk Yi Betty has been appointed as our authorized representative for the acceptance of service of process in Hong Kong. The address for service of process is 18/F, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong.

Our Company’s head office is located at 43/F-44/F, Tianying Plaza (East Tower), No. 222-3 Xingmin Road, Zhujiang New Town, Tianhe District, Guangzhou, Guangdong Province, PRC.

2. Changes in share capital of our Company

As of the date of incorporation of our Company, our Company had an authorized share capital of US$50,000 divided into 5,000,000 Shares with a par value of US$0.01 each.

On April 16, 2018, our Company issued one Share with a par value of US$0.01 to the initial subscriber and such Share was transferred at par to Seamless on the same day.
On August [●] 2018, our Company issued 1,000,000 Shares to Seamless with a par value of US$0.01.
On [●] 2018, the authorized share capital of our Company was increased from US$50,000 to US$100,000,000 by the creation of additional 9,995,000,000 Shares with a nominal value of US$0.01 each.

Assuming that the [REDACTED] becomes unconditional, immediately following the completion of the [REDACTED] and the [REDACTED] but without taking into account any Shares which may be issued upon the exercise of the [REDACTED], the authorized share capital of our Company will be US$100,000,000.00 divided into 10,000,000,000 Shares, of which [REDACTED] Shares will be issued fully paid or credited as fully paid, and [8,000,000,000] Shares will remain unissued.

Save as disclosed herein and in the section headed “ — 6. Resolutions of our Shareholders dated [●]” in this section below, there has been no alteration in the share capital of our Company since its incorporation.

3. Changes in share capital of our subsidiaries

The following alterations in the share capital or registered capital (as the case may be) of our subsidiaries have taken place within the two years immediately preceding the date of this [REDACTED]:

(a) Mobvista-Japan Co., Ltd.

On September 22, 2017, Mobvista-Japan Co., Ltd. was incorporated under the laws of Japan with an authorized share capital 1,000,000 Japanese yens.

(b) Mintegral North America Inc.

On October 19, 2017, Mintegral North America Inc. (formerly known as NX Ads Inc.) was incorporated under the laws of the State of California with an authorized share capital of US$1.

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APPENDIX IV STATUTORY AND GENERAL INFORMATION

On October 19, 2017, NX Info LLC was incorporated under the laws of the State of California with an initial capital of US$100.

(d) Mobvista (India) Limited Partnership

On October 10, 2017, Mobvista (India) Limited Partnership was incorporated under the laws of India with an initial capital of INR600,000.

(e) Mobworld Technology

On February 6, 2018, Mobworld Technology was established under the PRC laws with a registered share capital of RMB5,000,000.

(f) Worldwide BVI

On April 13, 2018, Worldwide BVI was incorporated under the laws of the BVI and it was authorized to issue a maximum of 50,000 shares.

4. Reorganization

For details of the Reorganization which was effected in preparation for the [REDACTED], see “History and Corporate Structure” in this [REDACTED].

5. Summary of the material contracts

The following contracts (not being contracts entered into in the ordinary course of business) were entered into by our Company or our subsidiaries within the two years preceding the date of this [REDACTED] and are or may be material:

(a) the share purchase agreement dated July 13, 2016 and entered into among (i) MIT HK, (ii) Game Analytics ApS and (iii) each of the then shareholders of Game Analytics ApS, including Dr. Zelig ApS, Thurau Holding ApS, Jimmy Maymann, René Rechtman, Thenewblack ApS, Anil Hansjee, Crunch Fund I, L.P., Sunstone Technology Ventures Fund III K/S, Luke Aviet, Claus Moseholm Holding ApS, Nicholas Roveta, William Charles Christie and Betam3 S.C.Sp, pursuant to which the then shareholders of Game Analytics ApS agreed to transfer all of the common shares and preference shares of Game Analytics ApS, except for 7,399 common shares held by Dr. Zelig Aps, to MIT HK for an aggregate consideration of US$11,722,157;
(b) the agreement dated August 8, 2016, and entered into between Eurocore B.V. and MIT HK, pursuant to which MIT HK assigned all of its rights and obligations under the share purchase agreement dated July 13, 2016 as set out in paragraph (a) above to Eurocore B.V.;
(c) the share sale and purchase agreement dated September 18, 2017 and entered into between Dr. Zellg ApS and Eurocore B.V., pursuant to which Dr. Zellg ApS agreed to transfer certain shares, nominally representing 7,399 Danish krones of the class A share capital of the Game Analytics ApS, to Eurocore B.V. for a consideration of US$755,000;
(d) the instrument of transfer dated May 23, 2018 and entered into between Seamless and Worldwide BVI, pursuant to which Seamless transferred 100 ordinary shares of Advertter Technology Company Limited to Worldwide BVI for a consideration of US$17,459,912;
(e) the instrument of transfer dated May 23, 2018 and entered into between Seamless and Worldwide BVI, pursuant to which Seamless transferred 100 ordinary shares of Flash Banner Technology Company Limited to Worldwide BVI for a consideration of US$3,170,080;
(f) the instrument of transfer and bought and sold notes dated May 23, 2018 and entered into between Seamless and Worldwide BVI, pursuant to which Seamless transferred 10,000 ordinary shares of Mintegral International Limited to World Target Limited for a consideration of US$100;

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APPENDIX IV STATUTORY AND GENERAL INFORMATION

(g) the instrument of transfer dated May 23, 2018 and entered into between Seamless and Worldwide BVI, pursuant to which Seamless transferred 100 ordinary shares of Mintergral Limited to Worldwide BVI for a consideration of US$3,028,433;
(h) the share transfer instrument dated May 23, 2018 and entered into between Seamless and Worldwide BVI, pursuant to which Seamless transferred 1 share of Westcore Technology Limited to Worldwide BVI for a consideration of US$100;
(i) the share transfer form dated June 12, 2018 and entered into between Seamless and Worldwide BVI, pursuant to which Seamless transferred 50,000 ordinary shares of Adlogic Technology Pte. Ltd. to Worldwide BVI for a consideration of 3,936,553.57 Singapore dollars; and
(j) the [REDACTED].
Resolutions of our Shareholders dated [ ● ]

Written resolutions of our Shareholders were passed on [●], pursuant to which, among others:

(a) conditional on (i) the [REDACTED] granting [REDACTED] of, and permission to [REDACTED], the Shares in issue and to be [REDACTED] as to be stated in this [REDACTED] and such [REDACTED] and permission not subsequently having been revoked prior to the commencement of dealing in the Shares on the [REDACTED]; (ii) the [REDACTED] having been determined; (iii) the obligations of the [REDACTED] under the [REDACTED] becoming unconditional and not being terminated in accordance with the terms of the [REDACTED] or otherwise, in each case on or before such dates as may be specified in the [REDACTED]; and (iv) the [REDACTED] having been duly executed by the [REDACTED] and the Company:
(1) the [REDACTED] (including the [REDACTED] [REDACTED]) was approved, and the proposed [REDACTED] and [REDACTED] of the [REDACTED] under the [REDACTED] were approved, and the Directors were authorized to determine the [REDACTED] for, and to allot and issue the [REDACTED];
(2) a general and unconditional mandate was given to our Directors to exercise all powers of our Company to allot, issue and deal with Shares or securities convertible into Shares and to make or grant offers, agreements or options (including any warrants, bonds, notes and debentures conferring any rights to [REDACTED] for or otherwise receive Shares) which might require Shares to be allotted and issued or dealt with subject to the requirement that the aggregate nominal value of the Shares so allotted and issued or agreed conditionally or unconditionally to be allotted and issued, otherwise than by way of the [REDACTED], rights issue or pursuant to the exercise of any [REDACTED] rights attaching to any warrants which may be allotted and issued by the Company from time to time or allotment and issue of Shares in lieu of the whole or part of a dividend on Shares in accordance with the Articles of Association on a specific authority granted by our Shareholders in general meeting, shall not exceed 20% of the aggregate nominal value of the Shares in issue immediately following the completion of the [REDACTED] and the [REDACTED] (excluding any Shares which may be issued under [REDACTED]);
(3) a general unconditional mandate (the “ Repurchase Mandate ”) was given to our Directors to exercise all powers of our Company to repurchase its own Shares on the [REDACTED] or on any other [REDACTED] on which the securities of our Company may be [REDACTED] and which is recognized by the SFC and the [REDACTED] for this purpose, such number of Shares as will represent up to 10% of the aggregate nominal value of the Shares in issue immediately following the completion of the [REDACTED] and the [REDACTED] (excluding any Shares which may be issued under the [REDACTED] [REDACTED]);
(4) the general unconditional mandate as mentioned in paragraph (2) above was extended by the addition to the aggregate nominal value of the Shares which may be allotted and issued or agreed to be allotted and issued by our Directors pursuant to such general mandate of an amount representing the aggregate nominal value of the Shares purchased by our Company

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APPENDIX IV STATUTORY AND GENERAL INFORMATION

pursuant to the mandate to purchase Shares referred to in paragraph (3) above (up to 10% of the aggregate nominal value of the Shares in issue immediately following the completion of the [REDACTED] and the [REDACTED] (excluding any Shares which may be issued under the [REDACTED]);

(5) conditional on the share premium account of our Company being credited by an amount of US$[REDACTED] as a result of the issue of the [REDACTED] pursuant to the [REDACTED], our Company will, on the [REDACTED] allot and issue a total of [REDACTED] Shares credited as fully paid at par to the holders of Shares whose names appear on the register of members of our Company on the day preceding the [REDACTED] in proportion to their then existing shareholdings in our Company by capitalizing the sum of US$[REDACTED] from the share premium account of our Company. The Shares allotted and issued pursuant to the above [REDACTED] will rank pari passu in all respects with the existing issued Shares.
(b) our Company conditionally approved and adopted the Memorandum and Articles of Association with effect from the [REDACTED].

Each of the general mandates referred to in paragraphs (a)(2), (a)(3) and (a)(4) above will remain in effect until whichever is the earliest of:

the conclusion of the next annual general meeting of our Company;
the expiration of the period within which the next annual general meeting of our Company is required to be held by any applicable law or the Articles of Association; or
the time when such mandate is revoked or varied by an ordinary resolution of the Shareholders in general meeting.

B PURCHASE BY THE COMPANY OF ITS OWN SECURITIES

This section includes information required by the [REDACTED] to be included in this [REDACTED] concerning the purchase by us of our own securities.

1. Provisions of the [REDACTED]

The [REDACTED] permit companies whose primary [REDACTED] is on the [REDACTED] to purchase their securities on the [REDACTED] subject to certain restrictions, the most important of which are summarized below:

(a) Shareholders’ approval

The [REDACTED] provide that all purchases of securities on the [REDACTED] by a company with its primary [REDACTED] on the [REDACTED] must be approved in advance by an ordinary resolution of shareholders, either by way of general mandate or by specific approval in relation to specific transactions.

(b) Source of funds

Purchases must be funded out of funds legally available for the purpose in accordance with the Memorandum and Articles of Association and the applicable laws and regulations of Hong Kong and the Cayman Islands. A [REDACTED] company may not purchase its own securities on the [REDACTED] for a consideration other than cash or for settlement otherwise than in accordance with the trading rules of the [REDACTED] from time to time.

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APPENDIX IV STATUTORY AND GENERAL INFORMATION

Under Cayman Islands law, any repurchase by the Company may be made out of profits of the Company, out of the Company’s share premium account or out of the proceeds of a fresh issue of Shares made for the purpose of the repurchase or, if authorized by the Articles of Association and subject to the Companies Law, out of capital. Any premium payable on a repurchase over the par value of the Shares to be repurchased must be provided for out of either or both of the profits or the share premium account of the Company or, if authorized by the Articles of Association and subject to the Companies Law, out of capital.

(c) Status of repurchased shares

The [REDACTED] of all purchased securities (whether on the [REDACTED] or, otherwise) is automatically cancelled and the relative certificates must be cancelled and destroyed. Under Cayman Islands law, unless prior to the purchase, the Directors of the Company resolve to hold the Shares purchased by the Company as treasury shares, Shares purchased by the Company will be treated as cancelled and the amount of the Company’s issued share capital shall be diminished by the nominal value of those shares. However, the purchase of Shares shall not be taken as reducing the amount of the Company’s authorized share capital under Cayman Islands law.

(d) Connected parties

The [REDACTED] prohibit a company from knowingly purchasing securities on the [REDACTED] from a “connected person,” that is, a director, chief executive or substantial shareholder of the company or any of its subsidiaries or their respective associates (as defined in the [REDACTED]) and a connected person shall not knowingly sell his securities to the company.

2. Reasons for repurchases

Our Directors believe that it is in the best interests of our Company and Shareholders for our Directors to have general authority from the Shareholders to enable our Company to repurchase Shares in the market. Such repurchases may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net asset value per Share and/or earnings per Share and will only be made where our Directors believe that such repurchases will benefit our Company and Shareholders.

General
(a) None of our Directors, to the best of their knowledge having made all reasonable enquiries, any of their associates (as defined in the [REDACTED]) currently intends to sell any Shares to our Company.
(b) Our Directors have undertaken to the [REDACTED] that, so far as the same may be applicable, they will exercise the Repurchase Mandate in accordance with the [REDACTED] and the applicable laws and regulations of Hong Kong.
(c) If, as a result of any repurchase of Shares, a Shareholder’s proportionate interest in the voting rights of our Company is increased, such increase will be treated as an acquisition for the purposes of the Takeovers Code. Accordingly, a Shareholder or a group of Shareholders acting in concert could obtain or consolidate control of our Company and become obliged to make a mandatory offer in accordance with rule 26 of the Takeovers Code. Save as aforesaid, our Directors are not aware of any consequences which would arise under the Takeovers Code as a consequence of any repurchases pursuant to the Repurchase Mandate.
(d) No core connected person (as defined in the [REDACTED]) has notified our Company that he/she has a present intention to sell Shares to our Company, or has undertaken not to do so, if the Repurchase Mandate is exercised.

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APPENDIX IV STATUTORY AND GENERAL INFORMATION

C INTELLECTUAL PROPERTY RIGHTS OF OUR GROUP

1. Trademarks

As of the Latest Practicable Date, the Group had registered the following trademarks which we believe are material to our business:

No. 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19	Trademark	Place of Registration PRC PRC PRC PRC PRC PRC PRC PRC PRC PRC PRC PRC Hong Kong U.S. U.S. U.S. U.S. Singapore Japan	Registered Owner MIT HK MIT HK MIT HK MIT HK MIT HK MIT HK MIT HK MIT HK MIT HK MIT HK MIT HK MIT HK MIT HK MIT HK MIT HK MIT HK MIT HK MIT HK MIT HK	Class 35 38 9 42 41 9 16 38 42 35 35 41 9, 35, 38, 42 42 38 35 9 09, 35, 38, 41, 42 35	Registration Number 16498381 16498404 16498361 16498915 21315339 22529421 22518364 22518684 22529485 22518626A 21489457 21489781 303301172 5,032,610 5,027,901 4,902,812 5,027,900 40201522809S 5967745	Expiry Date (dd/mm/yyyy)
						13/09/2026 13/10/2026 13/10/2026 20/10/2026 13/11/2027 13/02/2028 13/02/2028 13/02/2028 13/02/2028 06/03/2028 27/11/2027 20/11/2027 10/02/2025 29/08/2026 22/08/2026 15/02/2026 22/08/2026 22/12/2025 27/07/2027

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APPENDIX IV STATUTORY AND GENERAL INFORMATION

No. 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39	Trademark	Place of Registration Japan Japan Japan Japan Japan India Taiwan Taiwan Taiwan Taiwan Taiwan Korea Korea Korea Korea Korea Korea European Union European Union United States	Registered Owner MIT HK MIT HK MIT HK MIT HK MIT HK MIT HK MIT HK MIT HK MIT HK MIT HK MIT HK MIT HK MIT HK MIT HK MIT HK MIT HK MIT HK MIT HK MIT HK nativeX, LLC	Class 38 9 16 41 42 9, 35, 38, 41, 42 9 35 38 41 42 9 16 35 38 41 42 9, 35, 38, 41, 42 9, 35, 38, 41, 42 35	Registration Number 5967746 5978367 5978368 5986355 5986356 3176596 01800352 01801757 01801836 01801964 01802011 40-1278837 40-1278839 40-1292953 40-1320772 40-1278842 40-1278843 15813058 15844327 4,499,326	Expiry Date (dd/mm/yyyy)
						27/07/2027 07/09/2027 07/09/2027 05/10/2027 05/10/2027 03/02/2026 31/10/2026 31/10/2026 31/10/2026 31/10/2026 31/10/2026 21/08/2027 21/08/2027 12/10/2027 10/01/2028 21/08/2027 21/08/2027 07/09/2026 20/09/2026 17/03/2024

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APPENDIX IV STATUTORY AND GENERAL INFORMATION

As of the Latest Practicable Date, the Group had applied for the following trademark which we believe is material to our business:

No. 1	Trademark	Place of Registration PRC	Registered Owner MIT HK	Class 35	Application number 22518626	Application Date (dd/mm/yyyy)
						05/01/2017

2. Copyright

As of the Latest Practicable Date, we had registered the following copyrights in the PRC which are material in relation to our Group’s business:

No. 1 2 3 4 5 6 7 8	Copyright Mobvista Automated Test Platform V1.0 (中文名: Mobvista自動化測試平臺V1.0) Cloud Computing Platform Based on Big Data V1.0 (中文名: 基於大數據的雲計算平臺V1.0) 3S Server Automatic Interface Analysis and Document Maintenance Utility Software (中文名: 3S server自動接口分析文檔維護工具軟件V1.0.0) Automatic Order Monitoring Utility Software for Android (中文名:安卓自動測單工具軟件V1.0) Mobvista Online Advertising Smart Recommendation System v1.0 (中文名: Mobvista 在線廣告智能推薦系統v1.0) Smart Ad Serving SystemV3.4.1 (中文名: Smart ad serving系統V3.4.1) Big Data Business Intelligence Analysis Platform V1.0 (中文名: 大數據商務智能分析平臺V1.0) Smart CAP Distribution System 1.0.0 (中文名：智能CAP分配系統1.0.0	Place of Registration PRC PRC PRC PRC PRC PRC PRC PRC	Licensee Mobvista Technology Mobvista Technology Mobvista Technology Mobvista Technology Mobvista Technology Mobvista Technology Mobvista Technology Mobvista Technology	Registration Number 2016SR131038 2016SR134122 2016SR140660 2016SR140639 2017SR180119 2017SR180864 2017SR181209 2017SR181203	Date of Registration (dd/mm/yyyy)
					03/06/2016 06/06/2016 14/06/2016 14/06/2016 15/05/2017 16/05/2017 16/05/2017 16/05/2017

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APPENDIX IV

STATUTORY AND GENERAL INFORMATION

3. Domain names

As of the Latest Practicable Date, the Group had registered and maintained the following domain names which we believe are material to our business:

No. 1. 2. 3. 4. 5. 6. 7. 8. 9. 10. 11. 12. 13. 14. 15. 16. 17. 18. 19. 20. 21. 22. 23. 24. 25. 26.	Domain Name videomedia.win whatsappbgr.com mmonetization.com mintegral.net mintegral.com mobvista.hk mobvista.ca mobvista.es mobvista.com.hk mobvista.sg mobvista.asia mobvista.com mobvista.de mobvista.it mobvista.net.in mobvista.org mobvista.tw mobvista-ruisou.com mobvista.com.tw dimefreak.com dspunion.com freegameanalytics.com gameanalytics.com mvtracer.com rayjump.com lenzmx.com	Registered Owner MIT HK MIT HK MIT HK MIT HK MIT HK MIT HK MIT HK MIT HK MIT HK MIT HK MIT HK MIT HK MIT HK MIT HK MIT HK MIT HK MIT HK MIT HK MIT HK MIT HK MIT HK Game Analytics ApS Game Analytics ApS Mobvista Technology Mobvista Technology Mobvista Technology	Date of Registration (dd/mm/yyyy) 12/01/2017 11/05/2015 23/04/2015 08/09/2016 17/01/2002 09/10/2015 12/10/2015 12/10/2015 13/10/2015 13/10/2015 14/10/2015 24/10/2012 06/07/2016 12/10/2015 11/10/2015 11/10/2015 11/10/2015 03/02/2016 03/08/2016 03/02/2016 12/10/2015 05/10/2016 01/07/2008 31/08/2015 06/09/2013 24/09/2013	Date of Expiration (dd/mm/yyyy)
				11/01/2019 11/05/2020 23/04/2020 08/09/2019 17/01/2020 09/10/2021 12/10/2018 12/10/2018 13/10/2021 13/10/2018 14/10/2018 24/10/2021 06/07/2019 12/10/2018 11/10/2020 11/10/2020 11/10/2021 03/02/2021 03/08/2020 03/02/2021 12/10/2018 05/10/2018 01/07/2018 31/08/2020 06/09/2019 24/09/2020

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APPENDIX IV STATUTORY AND GENERAL INFORMATION

Save as aforesaid, as of the Latest Practicable Date, there were no other trade or service marks, patents, intellectual or industrial property rights which were material in relation to our Group’s business.

D FURTHER INFORMATION ABOUT THE DIRECTORS, MANAGEMENT, STAFF, SUBSTANTIAL SHAREHOLDER AND EXPERTS

1. Particulars of Directors’ service contracts and letters of appointment

(a) Executive Directors

Each of our executive Directors has entered into a service contract with our Company pursuant to which they agreed to act as executive Directors for an initial term of three years with effect from the [REDACTED] or until the third annual general meeting of our Company since the [REDACTED] (whichever is sooner). Either party has the right to give not less than one months’ written notice to terminate the agreement. Details of the Company’s remuneration policy is described in section headed “Directors and Senior Management — Directors’ and Senior Management’s Remuneration” in this [REDACTED].

(b) Independent non-executive Directors

Each of our independent non-executive Directors has entered into an appointment letter with our Company. The term of office of our independent non-executive Directors is three years or until the third annual general meeting of our Company since the [REDACTED] (whichever is sooner).

2. Remuneration of Directors

(a) Remuneration and benefits in kind of approximately US$2.2 million, US$4.4 million, and US$3.5 million in aggregate were paid and granted by our Group to our Directors in respect of the years ended December 31, 2015, 2016 and 2017.
(b) Under the arrangements currently in force, our Directors will be entitled to receive remuneration and benefits in kind which, for the year ending December 31, 2018, is expected to be approximately US$1.4 million in aggregate (excluding discretionary bonus).
(c) Save as disclosed in this [REDACTED], none of our Directors has or is proposed to have a service contract with the Company other than contracts expiring or determinable by the employer within one year without the payment of compensation (other than statutory compensation).

3. Disclosure of interests

(a) Interests of the Directors and chief executives of our Company

Immediately following completion of the [REDACTED] and the [REDACTED], taking no account of any Shares which may be allotted and issued pursuant to the exercise of the [REDACTED], the interests or short positions of our Directors and our chief executives in the shares, underlying Shares and debentures of our Company and its associated corporations, within the meaning of Part XV of the SFO, which will have to be notified to our Company and the [REDACTED] pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests and short positions which he/she is taken or deemed to have under such provisions of the SFO), or which will be required, pursuant to Section 352 of the SFO, to be recorded in the register referred to therein, or which will be required to be notified to our Company and the [REDACTED] pursuant to the [REDACTED] contained in the [REDACTED], will be as follows:

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APPENDIX IV

STATUTORY AND GENERAL INFORMATION

(i) Interest in the Shares

Name of Director Mr. Duan Wei(1)	Nature of interest Interest in controlled corporation	Number of Shares held after the [REDACTED] and the [REDACTED] [REDACTED]	Approximate percentage of interest in our Company immediately after the [REDACTED] and the REDACTED
			[REDACTED]

Note:

(1) Guangzhou Mobvista, through its wholly-owned subsidiary Seamless, holds one Share of our Company, representing 100% of total number of share in issue. Mr. Duan, Guangzhou Huimao, and Horgos Duanshi Pearl River Equity Investment Co., Ltd.* (霍爾果斯段氏珠江股權投資有限公司) directly holds 12.94%, 17.97% and 4.20% interest in Guangzhou Mobvista, respectively. The general partner of Guangzhou Huimao is 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 Pearl River Equity Investment Co., Ltd. is wholly-owned by Mr. Duan; therefore, Mr. Duan is deemed to be interested in Horgos Duanshi Pearl River Equity Investment Co., Ltd.’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 [REDACTED] Shares of our Company which Guangzhou Mobvista is interested in.

(b) Interests of the Substantial Shareholders

Save as disclosed in the section headed “Substantial Shareholders” in this [REDACTED], our Directors are not aware of any other person who will, immediately following the completion of the [REDACTED] and the [REDACTED] have an interest or short position in the Shares or the underlying Shares which are required to be disclosed to our Company and the [REDACTED] under the provisions of Division 2 and 3 of Part XV of the SFO, or directly or indirectly, be interested in 10% of more of the nominal value of any class of share capital carrying the rights to vote in all circumstances at the general meetings of our Company.

4. Disclaimers

Save as disclosed in this [REDACTED]:

(a) there are no existing or proposed service contracts (excluding contracts expiring or determinable by the employer within one year without payment of compensation (other than statutory compensation) between the Directors and any member of the Group;
(b) none of the Directors or the experts named in the section headed “ — 9. Consents of experts” has any direct or indirect interest in the promotion of, or in any assets which have been, within the two years immediately preceding the date of this [REDACTED], acquired or disposed of by or leased to any member of the Group, or are proposed to be acquired or disposed of by or leased to any member of the Group;
(c) no commissions, discounts, brokerages or other special terms have been granted in connection with the issue or sale of any Shares in or debentures of the Company within the two years ended on the date of this [REDACTED];
(d) none of the Directors or the experts named in the section headed “— 9. Consents of experts” is materially interested in any contract or arrangement subsisting at the date of this [REDACTED] which is significant in relation to the business of the Group taken as a whole;
(e) neither our Controlling Shareholders nor our Directors are interested in any business apart from our Group’s business which competes or is likely to compete, directly or indirectly, with the business of our Group;
(f) no cash, securities or other benefit has been paid, allotted or given within the two years preceding the date of this [REDACTED] to any promoter of our Company nor is any such cash, securities or benefit intended to be paid, allotted or given on the basis of the [REDACTED] or related transactions as mentioned;

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APPENDIX IV STATUTORY AND GENERAL INFORMATION

(g) none of our Directors or their associates or any Shareholders who are expected to be interested in 5% or more of the issued share capital of our Company has any interest in the five largest customers or the five largest suppliers of our Group;
(h) taking no account of any Shares which may be taken up under the [REDACTED] and the [REDACTED] and allotted and issued pursuant to the exercise of the [REDACTED], so far as is known to any Director or chief executive of the Company, no other person (other than a Director or chief executive of the Company) will, immediately following completion of the [REDACTED], have interests or short positions in the Shares and underlying Shares which would fall to be disclosed to the Company and the [REDACTED] under the provisions of Divisions 2 and 3 of Part XV of the SFO or (not being a member of the Group), be interested, directly or indirectly, in 10% or more of the nominal value of any class of share capital carrying rights to vote in all circumstances at general meetings of any member of our Group; and
(i) none of the Directors or chief executive of the Company has any interests or short positions in the Shares, underlying Shares or debentures of the Company or its associated corporations (within the meaning of Part XV of the SFO) which will have to be notified to the Company and the [REDACTED] pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests and short positions which he is taken or deemed to have under such provisions of the SFO) or which will be required, pursuant to section 352 of the SFO, to be entered into the register referred to therein, or will be required, pursuant to the [REDACTED], to be notified to the Company and the [REDACTED] once the Shares are [REDACTED] thereon.

E OTHER INFORMATION

1. Litigation

Save as disclosed in this [REDACTED], no member of our Group is engaged in any litigation, arbitration or claim of material importance, and no litigation, arbitration or claim of material importance is known to our Directors to be pending or threatened by or against our Company that would have a material adverse effect on our Company’s results of operations or financial condition.

2. Preliminary [REDACTED] expenses

The preliminary [REDACTED] expenses of the [REDACTED] are estimated to be approximately US$[REDACTED] (assuming an [REDACTED] of HK$[REDACTED] per Share, being the mid-point of the indicative [REDACTED] range stated in this [REDACTED]) and are payable by our Company.

3. Agency fees or commissions

Save as disclosed in this [REDACTED], within the two years preceding the date of this [REDACTED], no commissions, discounts, brokerages or other special terms have been granted in connection with the issue or sale of any share or loan capital of our Company or any of its subsidiaries.

4. Joint Sponsors

The Joint Sponsors have made an application on behalf of our Company to the [REDACTED] of the [REDACTED] for [REDACTED] of, and permission to deal in, the Shares in issue as mentioned herein and any Shares falling to be [REDACTED] pursuant to the [REDACTED] and the exercise of the [REDACTED]. All necessary arrangements have been made to enable such Shares to be admitted into [REDACTED].

The Joint Sponsors’ fee in relation to the [REDACTED] is US$1.0 million in aggregate.

5. No material adverse change

Our Directors believe that there has been no material adverse change in the financial or trading position since December 31, 2017 (being the date on which the latest audited combined financial statements of the Group were made up).

— IV-12 —

THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED “WARNING” ON THE COVER OF THIS DOCUMENT.

APPENDIX IV

STATUTORY AND GENERAL INFORMATION

6. Binding effect

This [REDACTED] shall have the effect, if an application is made in pursuance hereof, of rendering all persons concerned bound by all the provisions (other than the penal provisions) of sections 44A and 44B of the Companies (Winding Up and Miscellaneous Provisions) Ordinance so far as applicable.

7. Miscellaneous

(a) Save as disclosed in this [REDACTED]:
(i) within the two years preceding the date of this [REDACTED], no share or loan capital of the Company or any of its subsidiaries has been issued or agreed to be issued fully or partly paid either for cash or for a consideration other than cash;
(ii) no share or loan capital of the Company or any of its subsidiaries is under option or is agreed conditionally or unconditionally to be put under option;
(iii) our Company has no outstanding convertible debt securities or debentures.
(b) Our Company has no founder shares, management shares or deferred shares in the capital of our Company.
(c) All necessary arrangements have been made to enable the Shares to be admitted into [REDACTED] for [REDACTED] and settlement.
(d) None of the equity and debt securities of our Company is listed or dealt in on any other stock exchange nor is any [REDACTED] or permission to deal being or proposed to be sought.
(e) None of UBS Securities Hong Kong Limited, CMB International Capital Limited, KPMG, Shanghai iResearch Co., Ltd., Maples and Calder (Hong Kong) LLP and JunHe LLP:
(i) is interested beneficially or non-beneficially in any shares in any member of our Group; or
(ii) has any right or option (whether legally enforceable or not) to subscribe for or to nominate persons to suscribe for securities in any member of our Group save in connection with the [REDACTED].
(f) No company within our Group is presently listed on or dealt in any other stock exchange and no such [REDACTED] or permission to list is being or is proposal to be sought.
(g) The English text of this [REDACTED] and the [REDACTED] shall prevail over their respective Chinese text.
(h) There has not been any interruption in the business of our Group which may have or has had a significant effect on the financial position of our Group in the 12 months preceding the date of this [REDACTED].

— IV-13 —

THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED “WARNING” ON THE COVER OF THIS DOCUMENT.

APPENDIX IV STATUTORY AND GENERAL INFORMATION

8. Qualifications of experts

The following are the qualifications of the experts who have given opinion or advice which are contained in this [REDACTED]:

Name
UBS Securities Hong Kong Limited . . . . . . . . . . . .
CMB International Capital Limited. . . . . . . . . . . . .
KPMG. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Shanghai iResearch Co., Ltd.. . . . . . . . . . . . . . . . .
Maples and Calder (Hong Kong) LLP . . . . . . . . . .
JunHe LLP . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Qualification

Licensed to conduct Type 1 (dealing in securities),
Type 2 (dealing in futures contracts), Type 6
(advising on corporate finance) and Type 7
(providing automated trading services) regulated
activities as defined under the SFO
Licensed corporation under the SFO to conduct
Type 1 (dealing in securities) and Type 6 (advising
on corporate finance) regulated activities as defined
under the SFO
Certified public accountants
Industry consultant
Cayman Islands legal advisors
Qualified PRC lawyers

9. Consents of experts

Each of the experts listed in the section headed “ — 8. Qualifications of experts” has given and has not withdrawn their respective consents to the issue of this [REDACTED] with the inclusion of its report and/or letter and/or summary of valuations and/or legal opinion (as the case may be) and references to its name included in the form and context in which it appears.

As of the Latest Practicable Date and save as disclosed in the preceding paragraph, none of the experts named in the section headed “ — 8. Qualifications of experts” had any shareholding interests in any member of our Group or the right (whether legally enforceable or not) to subscribe for or to nominate persons to subscribe for securities in any member of our Group.

10. Promoter

We do not have any promoter. No cash, securities or other benefit has been paid, allotted or given nor are any proposed to be paid, allotted or given to any promoters in connection with the [REDACTED] and the related transactions described in this [REDACTED] within the two years immediately preceding the date of this [REDACTED].

F GENERAL

1. Taxation of Holder of our Shares

(a) Hong Kong

Dealings in Shares registered on our Hong Kong register of members will be subject to Hong Kong stamp duty, the current rate charged on each of the purchaser and seller is 0.1% of the consideration of, if higher, of the fair value of the Shares being sold or transferred. Profits from dealings in the Shares arising in or derived from Hong Kong may also be subject to Hong Kong profits tax. We believe no material liability for estate duty under the laws of China or Hong Kong would be likely to fall upon any member of our Group.

— IV-14 —

THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED “WARNING” ON THE COVER OF THIS DOCUMENT.

APPENDIX IV STATUTORY AND GENERAL INFORMATION

(b) Cayman Islands

No stamp duty is payable in the Cayman Islands on transfers of shares of Cayman Islands companies except those which hold interests in land in the Cayman Islands.

(c) Consultation with professional advisors

Potential [REDACTED] in the [REDACTED] should consult their professional advisors if they are in any doubt as to the taxation implications of [REDACTED] for, purchasing, holding and disposing of, or dealing in Shares. It is emphasized that none of us, the Joint Sponsors, the [REDACTED], the [REDACTED] and the [REDACTED] and their respective directors or any other parties involved in the [REDACTED] accepts responsibility for any tax effects on, or liabilities of, persons resulting from the application for, or purchasing, holding and disposal of, or dealing in Shares.

2. Bilingual [REDACTED]

The English language and Chinese language versions of this [REDACTED] are being published separately, in reliance upon the exemption provided by section 4 of the Companies (Exemption of Companies and Prospectuses from Compliance with Provisions) Notice (Chapter 32L of the Laws of Hong Kong).

— IV-15 —

THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED “WARNING” ON THE COVER OF THIS DOCUMENT.

APPENDIX V DOCUMENTS DELIVERED TO THE REGISTRAR OF COMPANIES AND AVAILABLE FOR INSPECTION

DOCUMENTS DELIVERED TO THE REGISTRAR OF COMPANIES

The documents attached to the copy of this [REDACTED] delivered to the Registrar of Companies in Hong Kong for registration were:

(a) copies of the [REDACTED], [REDACTED] and [REDACTED];
(b) the written consents referred to in the section headed “Statutory and General Information —E. Other Information—9. Consents of experts” in Appendix IV to this [REDACTED]; and
(c) copies of the material contracts referred to in the section headed “Statutory and General Information—A. Further Information about our Company—5. Summary of the material contracts” in Appendix IV to this [REDACTED].

DOCUMENTS AVAILABLE FOR INSPECTION

Copies of the following documents will be available for inspection at the office of Kirkland & Ellis at 26th Floor, Gloucester Tower, The Landmark, 15 Queen’s Road Central, Hong Kong during normal business hours from 9:00 a.m. to 5:00 p.m. up to and including the date which is 14 days from the date of this [REDACTED]:

(a) our Memorandum and Articles of Association;
(b) the Accountants’ Report prepared by KPMG, the text of which are set out in Appendix I to this [REDACTED];
(c) the audited combined financial statements of our Company for the three financial years ended December 31, 2015, 2016 and 2017;
(d) the letter received from KPMG on [REDACTED], the text of which is set out in Appendix II to this [REDACTED];
(e) the Companies Law;
(f) the material contracts referred to in the section headed “Statutory and General Information—A. Further Information about our Company—5. Summary of the material contracts” in Appendix IV to this [REDACTED];
(g) the service contracts and letters of appointment with Directors, referred to in the section headed “Statutory and General Information—D. Further Information about the Directors, Management, Staff, Substantial Shareholders and Experts—1. Particulars of Directors’ service contracts and letters of appointment” in Appendix IV to this [REDACTED];
(h) the written consents referred to in the section headed “Statutory and General Information—E. Other Information—9. Consents of experts” in Appendix IV to this [REDACTED];
(i) the legal opinions dated this [REDACTED] date prepared by JunHe LLP, our legal advisor as to PRC law, in respect of certain aspects of our Group and our property interests;
(j) the letter of advice prepared by Maples and Calder (Hong Kong) LLP, our legal advisor on Cayman Islands Law, summarizing the constitution of the Company and certain aspects of the Companies Law referred to in Appendix III to this [REDACTED]; and
(k) the industry report issued by Shanghai iResearch Co., Ltd., the summary of which is set forth in the section headed “Industry Overview” in this [REDACTED].

— V-1 —

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Mobvista Inc. — Proxy Solicitation & Information Statement 2018

50222_rns_2018-06-26_3961252b-5364-4de3-9c27-d63d15b5f2fd.pdf

Application Proof of