Mobvista Inc. — Proxy Solicitation & Information Statement 2020

Nov 17, 2020

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

Mobvista Inc. 匯量科技有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 1860)

NOTICE OF EXTRAORDINARY GENERAL MEETING

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:

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ORDINARY RESOLUTIONS

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

   • (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. ”

   • (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. ”

   • (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. ”

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• (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

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Registered office:

Registered office: Principal place of business in Hong Kong: P.O. Box 309 40th Floor, Sunlight Tower Ugland House No. 248 Queen’s Road East Grand Cayman, KY1-1104 Wanchai Cayman Islands 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.

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