Mobvista Inc. — Proxy Solicitation & Information Statement 2020

Nov 17, 2020

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt about this circular or as to the action to be taken, you should consult your stockbroker, or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Mobvista Inc. , you should at once hand this circular together with the enclosed form of proxy to the purchaser or transferee or to the bank, licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser or the transferee.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, 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 circular.

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

Mobvista Inc. 匯量科技有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 1860)

PROPOSED AMENDMENTS TO THE RESTRICTED SHARE UNIT SCHEMES

PROPOSED SHARE PURCHASE PURSUANT TO THE AMENDED RESTRICTED SHARE UNIT SCHEMES

PROPOSED CONNECTED TRANSACTION

AND

NOTICE OF EXTRAORDINARY GENERAL MEETING

A letter from the Board is set out on pages 4 to 11 of this circular.

A notice convening the EGM to be held at Guangzhou room, 44/F Tianying Plaza (East Tower), No. 222-3 Xingmin Road, Zhujiang New Town, Tianhe District, Guangzhou, Guangdong Province, the PRC on Monday, 7 December 2020 at 10:00 a.m. is set out on pages 12 to 15 of this circular. A form of proxy for use at the EGM is also enclosed. Such form of proxy is also published on the website of The Stock Exchange of Hong Kong Limited at www.hkexnews.hk and the website of the Company at www.mobvista.com. Whether or not you are able to attend the EGM, you are requested to complete the form of proxy in accordance with the instructions printed thereon and return it to the Hong Kong branch share registrar of the Company, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for the holding of the EGM (i.e. before 10:00 a.m. on 5 December 2020) or any adjournment thereof (as the case may be). Completion and return of the form of proxy will not preclude shareholders from attending and voting in person at the EGM or any adjourned meeting thereof (as the case may be) if they so wish.

18 November 2020

CONTENTS

		Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		1
Letter from the Board. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		4
1.	Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
2.	Background. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
3.	Proposed Amendments to the Restricted Share Unit Schemes . . . . . . . . . . . . . .	6
4.	Proposed Share Purchase pursuant to
	the amended Restricted Share Unit Schemes . . . . . . . . . . . . . . . . . . . . . . . . .	8
5.	The Proposed Connected Transaction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
6.	Extraordinary General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
7.	Form of Proxy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10
8.	Voting by way of Poll . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10
9.	Responsibility Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10
10.	Recommendation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	11
**NOTICE **	OF EXTRAORDINARY GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . .	12

– i –

DEFINITIONS

In this circular, unless the context otherwise requires, the following expressions shall have the followings meanings:

• “Additional Shares”

• 18,400,000 Shares under the Employee RSU Scheme and 4,600,000 Shares under the Management RSU Scheme, together 23,000,000 Shares

• “Amendments”

• the proposed amendments to the terms of the Restricted Share Unit Schemes as set out in section 3 of the Letter from the Board in this circular

• “Articles of Association”

• the articles of association of the Company currently in force and as amended from time to time

• “Board” the board of Directors

• “Company”

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

• “Connected Globe”

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

• “Director(s)”

• the director(s) of the Company

• “Employee RSU Scheme”

the restricted share unit scheme of the Company approved and adopted by the Board on 27 September 2018 and amended on 19 November 2018

• “Employee RSU Trustee”

Sovereign Trustees Limited

– 1 –

DEFINITIONS

• “Extraordinary General Meeting” the extraordinary general meeting of the Company to be or “EGM” held at Guangzhou room, 44/F Tianying Plaza (East Tower), No. 222-3 Xingmin Road, Zhujiang New Town, Tianhe District, Guangzhou, Guangdong Province, the PRC on Monday, 7 December 2020 at 10:00 a.m., or any adjournment thereof (as the case may be) and notice of which is set out on pages 12 to 15 of this circular

• “Global Offering” has the meaning ascribed to it in the Prospectus “Group” the Company and its subsidiaries from time to time “Hong Kong” the Hong Kong Special Administrative Region of the PRC “Latest Practicable Date” 13 November 2020, being the latest practicable date for ascertaining certain information to be included in this circular

• “Listing Date” 12 December 2018, on which dealings in Shares first commenced on the Stock Exchange

• “Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange, as amended from time to time

“Management RSU Scheme” the restricted share unit scheme of the Company approved and adopted by the Board on 19 November 2018 “Management RSU Trustee” Sovereign Fiduciaries (Hong Kong) Limited

“Mobile Value” Mobile Value Discovery Inc., being the wholly-owned subsidiary of the Employee RSU Trustee and an existing Shareholder

“PRC” the People’s Republic of China, and for the purpose of this circular, excluding Hong Kong, the Macau Special Administrative Region and Taiwan

– 2 –

DEFINITIONS

• “Proposed Share Purchase”

• the anticipated acquisition of the Additional Shares by the Management RSU Trustee and the Employee RSU Trustee from the secondary market with funding to be provided by the Company for the purpose of the Restricted Share Unit Schemes upon the Shareholders’ approval on the increase of the Scheme Limits

• “Prospectus” the prospectus of the Company issued on 30 November 2018

• “Restricted Share Unit Schemes” the Employee RSU Scheme and the Management RSU Scheme

• “RSU(s)” a restricted share unit award granted to a participant under the Restricted Share Unit Schemes. Each restricted share unit represents one underlying Share

• “Scheme Limit(s)” the total number of Shares that may be granted to the participants of the Employee RSU Scheme and the Management RSU Scheme, respectively, upon the vesting of the RSUs

• “Share(s)” ordinary share(s) in the share capital of the Company with a par value of US$0.01 each

• “Shareholder(s)” the holder(s) of the Share(s)

• “Stock Exchange” The Stock Exchange of Hong Kong Limited

– 3 –

LETTER FROM THE BOARD

Mobvista Inc. 匯量科技有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 1860)

Executive Directors: Mr. DUAN Wei (Chairman) Mr. CAO Xiaohuan Mr. FANG Zikai

Registered office: P.O. Box 309 Ugland House Grand Cayman, KY1-1104 Cayman Islands

Independent Non-executive Directors:

Mr. YING Lei Mr. HU Jie Mr. SUN Hongbin

Principal place of business in Hong Kong: 40th Floor, Sunlight Tower No. 248 Queen’s Road East Wanchai Hong Kong

18 November 2020

To the Shareholders

Dear Sir or Madam,

PROPOSED AMENDMENTS TO THE RESTRICTED SHARE UNIT SCHEMES

PROPOSED SHARE PURCHASE PURSUANT TO THE AMENDED RESTRICTED SHARE UNIT SCHEMES

PROPOSED CONNECTED TRANSACTION

AND

NOTICE OF EXTRAORDINARY GENERAL MEETING

1. INTRODUCTION

The purpose of this circular is to give you the notice of the EGM and the Amendments to the Restricted Share Unit Schemes so as to increase the Scheme Limits, the proposal of which is to be put forward at the EGM.

– 4 –

LETTER FROM THE BOARD

2. BACKGROUND

The purpose of the Restricted Share Unit Schemes is to incentivise directors, senior management, officers, employees, consultants of the Group for their contribution to the Group and to attract and retain skilled and experience personnel for the future growth of the Group by providing them with the opportunity to own equity interests in the Company.

The Employee RSU Scheme was approved and adopted by our Board on 27 September 2018 and amended on 19 November 2018, pursuant to which the maximum total number of underlying Shares under the Employee RSU Scheme was initially 60,849,858 Shares, representing approximately 4.01% of the total number of Shares in issue on the Listing Date and approximately 3.97% of the total number of Shares in issue as at the Latest Practicable Date, respectively. The Management RSU Scheme was approved and adopted by our Board on 19 November 2018, pursuant to which the maximum total number of underlying Shares under the Management RSU Scheme was initially 11,150,300 Shares, representing approximately 0.73% of the total number of Shares in issue on the Listing Date and approximately 0.73% of the total number of Shares in issue as at the Latest Practicable Date, respectively. RSUs that have lapsed may be re-granted in accordance with the rules of the Restricted Share Unit Schemes.

As at the Latest Practicable Date, the Company had granted a total of 68,094,083 RSUs to participants under the Employee RSU Scheme, of which 39,772,608 RSUs had been vested, nil RSUs had been cancelled, 10,317,500 RSUs had been lapsed and 18,003,975 RSUs remained outstanding. As at the Latest Practicable Date, the Company had granted a total of 11,150,300 RSUs to participants under the Management RSU Scheme, of which 9,329,300 RSUs had been vested, nil RSUs had been cancelled, nil RSUs had been lapsed and 1,821,000 RSUs remained outstanding. As a result of these grants, the Company has only 3,073,275 and nil RSUs available to be further granted under the Employee RSU Scheme and the Management RSU Scheme, respectively.

Pursuant to the rules of the Restricted Share Unit Schemes, any alteration or amendment to the terms of the Restricted Share Unit Schemes which is of a material nature shall be approved by the Shareholders and the Board’s determination as to whether any proposed alteration or amendment to the terms of the Restricted Share Unit Schemes is material shall be conclusive.

To continue recognising the contributions made by certain directors, senior management, officers, employees, consultants of the Group, continue motivating the aforementioned persons and promoting a greater alignment of interests between them and the Company and as an incentive to retain them and to attract suitable personnel for the Group’s sustainable operation and development, our Board is pleased to announce that it resolved on 11 November 2020 to make the

– 5 –

LETTER FROM THE BOARD

Amendments so as to increase the Scheme Limits (details of which are set out in the paragraph headed “Proposed Amendments to the Restricted Share Unit Schemes” below), which are subject to our Shareholders’ approval at the EGM.

To support the increase of the Scheme Limits, the Board further resolved on 11 November 2020 that the Company intends to, upon the Shareholders’ approval on the increase of the Scheme Limits, fund the Management RSU Trustee and the Employee RSU Trustee, respectively, for their acquisition of the Additional Shares on the secondary market pursuant to and for the purpose of satisfying the Restricted Share Unit Schemes.

3. PROPOSED AMENDMENTS TO THE RESTRICTED SHARE UNIT SCHEMES

Our Board considers that the Amendments to the Restricted Share Unit Schemes so as to increase the Scheme Limits enable the Group to (i) continue to attract and retain and appropriately remunerate the best possible quality of employees and other eligible persons; (ii) motivate the eligible persons to optimise their performance and efficiency for the benefit of the Group; (iii) enhance its business, employee and other relations; and/or (iv) retain maximum flexibility as to the range and nature of rewards and incentives which the Group can offer to eligible persons. Our Board therefore proposes that the Shareholders approve the Amendments so that the maximum number of Shares which may be granted pursuant to the Restricted Share Unit Schemes is reset at the date of the Shareholders’ approval to 79,249,858 for the Employee RSU Scheme and 15,750,300 for the Management RSU Scheme, representing approximately 5.17% and 1.03% of the total number of Shares in issue as at the Latest Practicable Date, respectively.

Accordingly, the ordinary resolutions numbered 1(A) to 1(E) set out in the notice of EGM on pages 12 to 15 of this circular will be proposed at the EGM to make the Amendments as set out below:

I. Amendments to the rules of the Employee RSU Scheme

Clause 13 (Maximum Number of RSUs) is proposed to be amended and replaced in its entirety as follows:

• “ 13.1 The maximum number of RSUs that may be granted under this Employee RSU Scheme in aggregate (excluding RSUs that have lapsed or been cancelled in accordance with the rules of this Employee RSU Scheme) shall represent 79,249,858 Shares, subject to adjustment pursuant to any further capitalization issue, rights issue, consolidation, subdivision or reduction of share capital of the Company. ”

– 6 –

LETTER FROM THE BOARD

Clause 16.1 is proposed to be amended and replaced in its entirety as follows:

• “ 16.1 Save for Rules 10.5 and 10.6, and subject to Clause 20 of the Trust Deed, the Rules of this Employee RSU Scheme may be altered, amended or waived in any respect provided that such alteration, amendment or waiver shall not affect any subsisting rights of any Participants thereunder. Any alteration, amendment or waiver to the Rules of this Employee RSU Scheme of a material nature shall only be considered by the Employee RSU Trustee following approval of the same by the Company’s shareholders. The Employee RSU Trustee shall have the right to determine whether any proposed alteration, amendment or waiver is material and such determination shall be conclusive. ”

II. Amendments to the rules of the Management RSU Scheme

Clause 13 (Maximum Number of RSUs) is proposed to be amended and replaced in its entirety as follows:

• “ 13.1 The maximum number of RSUs that may be granted under this Senior Management RSU Scheme in aggregate (excluding RSUs that have lapsed or been cancelled in accordance with the rules of this Senior Management RSU Scheme) shall represent 15,750,300 Shares, subject to adjustment pursuant to any further capitalization issue, rights issue, consolidation, subdivision or reduction of share capital of the Company. ”

Clause 16.1 is proposed to be amended and replaced in its entirety as follows:

• “ 16.1 Save for Rules 10.5 and 10.6, and subject to Clause 20 of the Trust Deed, the Rules of this Senior Management RSU Scheme may be altered, amended or waived in any respect provided that such alteration, amendment or waiver shall not affect any subsisting rights of any Participants thereunder. Any alteration, amendment or waiver to the Rules of this Senior Management RSU Scheme of a material nature shall only be considered by the Senior Management RSU Trustee following approval of the same by the Company’s shareholders. The Senior Management RSU Trustee shall have the right to determine whether any proposed alteration, amendment or waiver is material and such determination shall be conclusive. ”

If the proposed Amendments to the Restricted Share Unit Schemes are approved by our Shareholders, the Amendments shall take effect immediately upon the passing of the relevant resolutions. All other existing terms and provisions of the rules of the Restricted Share Unit Schemes will remain unchanged.

– 7 –

LETTER FROM THE BOARD

A copy of the rules of each of the Employee RSU Scheme and the Management RSU Scheme with the Amendments incorporated will be available for inspection at the Company’s principal place of business in Hong Kong at 40th Floor, Sunlight Tower, No. 248 Queen’s Road East, Wanchai, Hong Kong during normal business hours from the date of this circular up to and including the date of the EGM and at the EGM.

4. PROPOSED SHARE PURCHASE PURSUANT TO THE AMENDED RESTRICTED SHARE UNIT SCHEMES

The Amendments as set forth above propose to increase the maximum number of the underlying Shares that may be granted under the Employee RSU Scheme in aggregate from 60,849,858 Shares to 79,249,858 Shares and the maximum number of the underlying Shares that may be granted under the Management RSU Scheme in aggregate from 11,150,300 Shares to 15,750,300 Shares. The Additional Shares comprise 18,400,000 Shares under the Employee RSU Scheme and 4,600,000 Shares under the Management RSU Scheme. The Additional Shares together represent approximately 1.50% of the total number of issued Shares of the Company as at the Latest Practicable Date.

Pursuant to the rules of the Restricted Share Unit Schemes, the Company may direct and procure the Employee RSU Trustee and the Management RSU Trustee to purchase existing Shares (either on-market or off-market) to satisfy the RSUs upon exercise.

In order to provide for the Additional Shares under the Restricted Share Unit Schemes, the Board further resolved on 11 November 2020 that the Company intends to, upon the Shareholders’ approval on the Amendments in relation to the increase of the Scheme Limits, fund the Management RSU Trustee and the Employee RSU Trustee, respectively, for their acquisition of Additional Shares on the secondary market pursuant to and for the purpose of the Restricted Share Unit Schemes. It is expected that the Company will pay the Management RSU Trustee and the Employee RSU Trustee an amount of up to HK$100,000,000 in cash from the internal resources of the Company (which is not part of the proceeds from the Global Offering) for the acquisition of Additional Shares from the secondary market. No Shares will be purchased under the Restricted Share Unit Schemes when any Director is in possession of unpublished price-sensitive information in relation to the Group or when dealings by Directors are prohibited under any code or requirement of the Listing Rules and all applicable laws from time to time.

No new Shares will be issued as a result of the Amendments, and accordingly, the Amendments and the Proposed Share Purchase will not result in any dilution effect on the shareholdings of existing Shareholders.

– 8 –

LETTER FROM THE BOARD

Shareholders and potential investors should note that the Proposed Share Purchase by the Management RSU Trustee and the Employee RSU Trustee under the Restricted Share Unit Schemes is subject to the total discretion of the Board, and the Proposed Share Purchase as a result may or may not materialise. Shareholders and potential investors are advised to exercise caution when dealing in the Shares.

5. THE PROPOSED CONNECTED TRANSACTION

The Restricted Share Unit Schemes are not share option schemes and are therefore not subject to the provisions of Chapter 17 of the Listing Rules.

The participants and beneficiaries of the Management RSU Scheme include the Directors, senior management and officers of the Company or any of their subsidiaries. As the Directors and chief executive are connected persons of the Company under Chapter 14A of the Listing Rules, the Management RSU Trustee is therefore also a connected person of the Company under Chapter 14A of the Listing Rules. Under the Proposed Share Purchase, it is anticipated that the Company will provide a funding of an amount up to HK$20,000,000 to the Management RSU Trustee for its purchase of part of the Additional Shares for the purpose of satisfying the Management RSU Scheme, which will constitute a connected transaction of the Company under Chapter 14A of the Listing Rules. Given the highest of the applicable percentage ratios (as defined under Rule 14.07 of the Listing Rules) is above 0.1% but below 5%, the transactions contemplated under the Proposed Share Purchase will be subject to the reporting and announcement requirements under Chapter 14A of the Listing Rules. If the Amendments are approved by the Shareholders, the Company will implement the Proposed Share Purchase to give effect to the increase of the Scheme Limits. Further announcement will be made by the Company when and where appropriate.

6. EXTRAORDINARY GENERAL MEETING

Set out on pages 12 to 15 of this circular is the notice of the EGM containing, inter alia, ordinary resolutions in relation to the Amendments to the Restricted Share Unit Schemes so as to increase the Scheme Limits.

– 9 –

LETTER FROM THE BOARD

7. FORM OF PROXY

A form of proxy is enclosed for use at the EGM. Such form of proxy is also published on the website of The Stock Exchange of Hong Kong Limited at www.hkexnews.hk and the website of the Company at www.mobvista.com. Whether or not you intend to be present at the EGM, you are requested to complete the form of proxy in accordance with the instructions printed thereon and return it to the Hong Kong branch share registrar of the Company, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the time fixed for the holding of the EGM (i.e. before 10:00 a.m. on 5 December 2020) or at any adjournment thereof (as the case may be). Completion and return of the form of proxy will not preclude Shareholders from attending and voting in person at the EGM or any adjoined meeting thereof (as the case may be) if they so wish.

8. VOTING BY WAY OF POLL

Pursuant to Rule 13.39(4) of the Listing Rules and article 13.5 of the Articles of Association, any vote of Shareholders at a general meeting (save for certain procedural or administrative matters) must be taken by poll. The chairman of the EGM shall therefore demand voting on all resolutions set out in the notice of the EGM be taken by way of poll.

On a poll, every Shareholder present in person or by proxy or, in the case of a Shareholder being a corporation, by its duly authorised representative shall have one vote for every fully paid Share of which he is the holder. A Shareholder entitled to more than one vote on a poll needs not use all his votes or cast all the votes he uses in the same way.

Mobile Value and Connected Globe are required by the Listing Rules and the terms of the Restricted Share Unit Schemes to abstain from voting on the proposed resolutions approving the Amendments at the EGM. None of other Shareholders is required to abstain from voting at the EGM.

9. RESPONSIBILITY STATEMENT

This circular, for which our Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to our Company. Our Directors, having made all reasonable enquiries, confirm, that to the best of their knowledge and belief, the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive and there are no other matters the omission of which would make any statement herein or this circular misleading.

– 10 –

LETTER FROM THE BOARD

10. RECOMMENDATION

The Directors consider that the proposed resolutions for the approval of the Amendments to the Restricted Share Unit Schemes so as to increase the Scheme Limits are in the best interests of the Company and the Shareholders as a whole. The Directors therefore recommend the Shareholders to vote in favour of the resolutions to be proposed at the EGM.

Yours faithfully, By order of the Board Mobvista Inc. DUAN Wei Chairman

– 11 –

NOTICE OF EXTRAORDINARY GENERAL MEETING

Mobvista Inc. 匯量科技有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 1860)

PRECAUTIONARY MEASURES FOR THE EXTRAORDINARY GENERAL MEETING (THE “MEETING”)

Taking into account of the recent development of the epidemic caused by novel coronavirus pneumonia (COVID-19), the Company will implement the following prevention and control measures at the Meeting against the epidemic to protect the Shareholders from the risk of infection:−

(i) Every Shareholder or proxy should be conducted compulsory body temperature check at the entrance of the venue and be held accountable for the information they filled in health declarations;

(ii) Every Shareholder or proxy is required to wear surgical facial mask throughout the Meeting; and

(iii) No distribution of corporate gifts and refreshments.

Any person who does not comply with the precautionary measures may be denied entry into the Meeting venue. Shareholders are reminded that they may appoint the chairman of the Meeting as their proxy to vote on the relevant resolutions at the Meeting as an alternative to attending the Meeting in person.

NOTICE IS HEREBY GIVEN THAT the extraordinary general meeting of Mobvista Inc. (the “ Company ”) will be held at Guangzhou room, 44/F Tianying Plaza (East Tower), No. 222-3 Xingmin Road, Zhujiang New Town, Tianhe District, Guangzhou, Guangdong Province, the PRC on Monday, 7 December 2020 at 10:00 a.m. for considering and, if thought fit, passing, with or without amendments, the following resolutions as ordinary resolutions of the Company:

– 12 –

NOTICE OF EXTRAORDINARY GENERAL MEETING

ORDINARY RESOLUTIONS

1. To consider and, if thought fit, pass the following resolutions as ordinary resolutions:

2. (A) “ That with immediate effect the replacement to the entirety of clause 13 (Maximum Number of RSUs) of the rules of the employee restricted share unit scheme approved and adopted by the Board on 27 September 2018 and amended on 19 November 2018 (the “ Employee RSU Scheme ”) as follows be and is hereby approved and adopted:

   • “ 13.1 The maximum number of RSUs that may be granted under this Employee RSU Scheme in aggregate (excluding RSUs that have lapsed or been cancelled in accordance with the rules of this Employee RSU Scheme) shall represent 79,249,858 Shares, subject to adjustment pursuant to any further capitalization issue, rights issue, consolidation, subdivision or reduction of share capital of the Company. ”

3. (B) “ That with immediate effect the replacement to the entirety of clause 16.1 of the rules of the Employee RSU Scheme as follows be and is hereby approved and adopted:

   • “ 16.1 Save for Rules 10.5 and 10.6, and subject to Clause 20 of the Trust Deed, the Rules of this Employee RSU Scheme may be altered, amended or waived in any respect provided that such alteration, amendment or waiver shall not affect any subsisting rights of any Participants thereunder. Any alteration, amendment or waiver to the Rules of this Employee RSU Scheme of a material nature shall only be considered by the Employee RSU Trustee following approval of the same by the Company’s shareholders. The Employee RSU Trustee shall have the right to determine whether any proposed alteration, amendment or waiver is material and such determination shall be conclusive. ”

4. (C) “ That with immediate effect the replacement to the entirety of clause 13 (Maximum Number of RSUs) of the rules of the management restricted share unit scheme approved and adopted by the Board on 19 November 2018 (the “ Management RSU Scheme ”) as follows be and is hereby approved and adopted:

   • “ 13.1 The maximum number of RSUs that may be granted under this Senior Management RSU Scheme in aggregate (excluding RSUs that have lapsed or been cancelled in accordance with the rules of this Senior Management RSU Scheme) shall represent 15,750,300 Shares, subject to adjustment pursuant to any further capitalization issue, rights issue, consolidation, subdivision or reduction of share capital of the Company. ”

– 13 –

NOTICE OF EXTRAORDINARY GENERAL MEETING

• (D) “ That with immediate effect the replacement to the entirety of clause 16.1 of the rules of the Management RSU Scheme as follows be and is hereby approved and adopted:

• “ 16.1 Save for Rules 10.5 and 10.6, and subject to Clause 20 of the Trust Deed, the Rules of this Senior Management RSU Scheme may be altered, amended or waived in any respect provided that such alteration, amendment or waiver shall not affect any subsisting rights of any Participants thereunder. Any alteration, amendment or waiver to the Rules of this Senior Management RSU Scheme of a material nature shall only be considered by the Senior Management RSU Trustee following approval of the same by the Company’s shareholders. The Senior Management RSU Trustee shall have the right to determine whether any proposed alteration, amendment or waiver is material and such determination shall be conclusive. ”

• (E) “ That with immediate effect any one of the directors of the Company be and are hereby authorised to do all acts and things as may be necessary, desirable or expedient in order to give full effect to such amendments as contemplated in resolutions 1(A) to 1(D).”

For the purpose of the above resolutions:

• (a) “Restricted Share Unit Schemes” means the Employee RSU Scheme and the Management RSU Scheme;

• (b) “RSU(s)” means a restricted share unit award granted to a participant under the Restricted Share Unit Schemes where each restricted share unit represents one underlying Share; and

• (c) “Share(s) means ordinary shares(s) in the share capital of the Company with a par value of US$0.01 each.”

By Order of the Board Mobvista Inc. DUAN Wei

Chairman

Guangzhou, PRC

18 November 2020

– 14 –

NOTICE OF EXTRAORDINARY GENERAL MEETING

Registered office: P.O. Box 309 Ugland House Grand Cayman, KY1-1104 Cayman Islands

Principal place of business in Hong Kong: 40th Floor, Sunlight Tower No. 248 Queen’s Road East Wanchai Hong Kong

Notes:

• (i) A shareholder entitled to attend and vote at the Meeting is entitled to appoint another person as his/her proxy to attend and vote instead of him/her; a proxy need not be a shareholder of the Company. A shareholder who is the holder of two or more shares may appoint more than one proxy to represent him/her and vote on his/her behalf at the Meeting. On a poll, votes may be given either personally or by proxy.

• (ii) In the case of joint holders, any one of such joint holders may vote at the Meeting, either in person or by proxy, in respect of such share as if he/she were solely entitled thereto, but if more than one of such joint holders be present at the Meeting, the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the vote(s) of the other joint holder(s) and for this purpose seniority shall be determined as that one of the said persons so present whose name stands first on the register of members of the Company in respect of such share shall alone be entitled to vote in respect thereof.

• (iii) In order to be valid, a form of proxy must be deposited at the Hong Kong branch share registrar of the Company, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong together with the power of attorney or other authority (if any) under which it is signed (or a notarially certified copy thereof) not less than 48 hours before the time appointed for the holding of the above meeting (i.e. before 10:00 a.m. on 5 December 2020) or any adjournment thereof (as the case may be). The completion and return of the form of proxy shall not preclude shareholders of the Company from attending and voting in person at the above meeting (or any adjourned meeting thereof, as the case may be) if they so wish.

• (iv) The transfer books and register of members of the Company will be closed from Wednesday, 2 December 2020 to Monday, 7 December 2020, both days inclusive, during which period no share transfers can be registered. In order to qualify for attending the Meeting, all transfers accompanied by the relevant share certificates must be lodged with the Hong Kong branch share registrar of the Company, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not later than 4:30 p.m. on Tuesday, 1 December 2020.

As at the date of this notice, the Board of Directors of the Company comprises Mr. DUAN Wei (chairman and chief executive officer), Mr. CAO Xiaohuan (president), and Mr. FANG Zikai as executive Directors and Mr. YING Lei, Mr. HU Jie and Mr. Sun Hongbin as independent non-executive Directors.

– 15 –