Vobile Group Limited — Capital/Financing Update 2020

Dec 20, 2020

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

This announcement is for information purposes only and does not constitute an invitation or solicitation of an offer to acquire, purchase or subscribe for securities or an invitation to enter into an agreement to do any such things, nor is it calculated to invite any offer to acquire, purchase or subscribe for any securities.

Vobile Group Limited 阜 博 集 團 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 3738)

SUBSCRIPTION OF NEW SHARES UNDER GENERAL MANDATE AND BUSINESS COOPERATION

SHARE SUBSCRIPTION AGREEMENT

On December 20, 2020, Vobile Group Limited (the ‘‘Company’’) and Antfin (Hong Kong) Holding Limited (the ‘‘Subscriber’’) entered into a share subscription agreement (the ‘‘Share Subscription Agreement’’), pursuant to which the Company has conditionally agreed to allot and issue, and the Subscriber has conditionally agreed to subscribe for a total of 28,901,734 shares (the ‘‘Subscription Shares’’) at the subscription price of HK$13.84 per Subscription Share (the ‘‘Subscription Price’’).

The 28,901,734 Subscription Shares represent:

• (a) approximately 6.72% of the existing total number of issued Shares of the Company as at the date of this announcement; and

• (b) approximately 6.30% of the enlarged total number of issued Shares of the Company immediately following Completion, assuming that there will be no change in the total number of issued Shares (other than the issue of the Subscription Shares) between the date of this announcement and Completion.

The gross proceeds and the estimated net proceeds (after deduction of the relevant expenses and fees) from the Subscription will be approximately HK$400 million and HK$388 million respectively. The Company intends to use the net proceeds for potential investment opportunities and general working capital of the Group.

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The Company will enter into a business cooperation agreement with Ant Blockchain Technology (Shanghai) Co., Ltd. (螞蟻區塊鏈科技(上海)有限公司) (‘‘Ant Blockchain’’), an indirect whollyowned subsidiary of Ant Group (the ‘‘Business Cooperation Agreement’’) at Completion.

GENERAL MANDATE

The Subscription Shares will be allotted and issued under the General Mandate, which authorised the Directors to allot and issue up to 84,974,907 Shares. As at the date of this announcement, no Share has been allotted and issued under the General Mandate. The allotment and issue of the Subscription Shares under the General Mandate are not subject to the approval of the Shareholders.

APPLICATION FOR LISTING

An application will be made by the Company to the Stock Exchange for the listing of, and permission to deal in, the Subscription Shares.

Completion of the Share Subscription Agreement is subject to fulfilment and/or waiver (as appropriate) of the conditions under the Share Subscription Agreement. Accordingly, the Subscription may or may not proceed. Shareholders and investors are advised to exercise caution when dealing in the securities of the Company.

THE SUBSCRIPTION

On December 20, 2020, the Company and the Subscriber entered into the Share Subscription Agreement, pursuant to which the Company has conditionally agreed to allot and issue, and the Subscriber has conditionally agreed to subscribe for a total of 28,901,734 Subscription Shares at the Subscription Price of HK$13.84 per Subscription Share.

THE SHARE SUBSCRIPTION AGREEMENT

The principal terms of the Share Subscription Agreement are set out as follows:

Date: December 20, 2020 Issuer: the Company Subscriber: Antfin (Hong Kong) Holding Limited

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The Subscription Shares

The 28,901,734 Subscription Shares represent:

• (a) approximately 6.72% of the existing total number of issued Shares of the Company as at the date of this announcement; and

• (b) approximately 6.30% of the enlarged total number of issued Shares of the Company immediately following Completion, assuming that there will be no change in the total number of issued Shares (other than the issue of the Subscription Shares) between the date of this announcement and Completion.

The aggregate nominal value of the Subscription Shares is US$2,890.17.

The Subscription Price

The Subscription Price of HK$13.84 per Subscription Share represents:

• (a) a discount of approximately 7.49% to the closing price of HK$14.96 per Share as quoted on the Stock Exchange on December 18, 2020, being the last trading day preceding the date of this announcement; and

• (b) a discount of approximately 1.98% to the average closing price of HK$14.12 per Share as quoted on the Stock Exchange for the last five consecutive trading days up to and including December 18, 2020.

It is expected that the net Subscription Price (after deduction of the relevant expenses and fees) will be approximately HK$13.42 per Subscription Share.

The Subscription Price was determined after arm’s length negotiations between the Company and the Subscriber with reference to the recent market price of the Shares and the current market conditions and represents the average closing price of HK$13.84 per Share as quoted on the Stock Exchange for the last 15 consecutive trading days up to and including December 18, 2020. The Directors consider that the terms of the Share Subscription Agreement (including the Subscription Price) are fair and reasonable and in the interests of the Company and the Shareholders as a whole.

The aggregate Subscription Price will be payable by the Subscriber to the Company in cash at Completion.

Conditions to Completion

The respective obligations of the Subscriber and the Company to consummate Completion are subject to the fulfilment of the following conditions (none of which may be waived by either party):

• (a) the Stock Exchange having granted listing of and permission to deal in the Subscription Shares (the ‘‘Listing Approval’’) and the Listing Approval not having been withdrawn; and

• (b) no governmental authority in any relevant jurisdiction having enacted any laws which might render Completion or any part thereof unlawful.

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The obligation of the Subscriber to consummate Completion is subject to the fulfilment of the following conditions (which may be waived by the Subscriber):

• (a) the warranties made by the Company being true, accurate and not misleading as at the date of the Share Subscription Agreement and the Completion Date;

• (b) the Board having passed resolutions (i) authorising the execution of and the performance by the Company of its obligations under the Share Subscription Agreement and by the relevant company of any other relevant documents and (ii) approving the issue of the Subscription Shares;

• (c) each of the obligations, agreements and covenants of the Company as set out in the Share Subscription Agreement having been performed and complied with in all material respects;

• (d) no material adverse change in the business, assets, liabilities, results of operations or financial condition of the Company and its subsidiaries taken as a whole; and

• (e) the Company having delivered to the Subscriber a certificate, certifying that the conditions set forth in paragraphs (a) to (d) above have been satisfied (unless otherwise waived by the Subscriber).

The obligation of the Company to consummate Completion is subject to the fulfilment of the following conditions (which may be waived by the Company):

• (a) the warranties made by the Subscriber being true, accurate and not misleading as at the date of the Share Subscription Agreement and the Completion Date; and

• (b) each of the obligations, agreements and covenants of the Subscriber as set out in the Share Subscription Agreement having been performed and complied with in all material respects.

The Company shall use its reasonable efforts to ensure that the Listing Approval is obtained promptly after the date of the Share Subscription Agreement and the Subscriber shall reasonably cooperate with the Company in obtaining the Listing Approval.

If any of the above conditions have not been fulfilled or waived in accordance with the Share Subscription Agreement on or before January 31, 2021 (or such later date as the parties may agree in writing), the Share Subscription Agreement shall automatically terminate, unless otherwise extended by mutual agreement of the parties. In such event, neither party nor any of its affiliates shall have any claim under the Share Subscription Agreement against the other party or any of its affiliates, except in respect of any rights and liabilities which have accrued before termination or under certain surviving provisions of the Share Subscription Agreement.

Business Cooperation

The Company will enter into the Business Cooperation Agreement with Ant Blockchain at Completion. Under the terms of the Business Cooperation Agreement, the Company will be selected by Ant Blockchain as the online video and audio content protection technology supplier for a digital copyright

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service platform operated by Ant Blockchain; and will provide online copyright management and monetization services for the platform overseas. In addition, the Company and Ant Blockchain will jointly explore the establishment of a global, decentralized copyright distribution and transaction platform.

Lock-up Restrictions

The Subscriber undertakes and covenants with the Company that for a period of 12 months from the Completion Date, the Subscriber shall not dispose of, nor enter into any agreement to dispose of or otherwise create any options, rights, interests or other third party rights in respect of, the Subscription Shares, except for a disposal to the Subscriber’s affiliate or otherwise with the prior written consent of the Company.

The lock-up restrictions shall automatically terminate without further action as soon as (i) the Business Cooperation Agreement is terminated or (ii) the Company or its relevant affiliate materially breaches any terms of the Business Cooperation Agreement or (iii) Mr. Wang ceases to be the Chairman and Chief Executive Officer of the Company.

Completion

Completion shall take place within three Business Days after the conditions above have been fulfilled or waived (as appropriate), or at such other date as the Company and the Subscriber may agree.

GENERAL MANDATE

The Subscription Shares will be allotted and issued under the General Mandate, which authorised the Directors to allot and issue up to 84,974,907 Shares. As at the date of this announcement, no Share has been allotted and issued under the General Mandate. The allotment and issue of the Subscription Shares under the General Mandate are not subject to the approval of the Shareholders.

RANKING OF THE SUBSCRIPTION SHARES

The Subscription Shares will, when issued and fully paid, rank pari passu in all respects among themselves and with the Shares in issue at the date of allotment and issue of the Subscription Shares, including in respect of all dividends and distributions declared, made or paid on or after such date of allotment and issue.

APPLICATION FOR LISTING

An application will be made by the Company to the Stock Exchange for the listing of, and permission to deal in, the Subscription Shares.

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EQUITY FUND RAISING ACTIVITIES IN THE PAST 12 MONTHS

The Company has conducted the following fundraising activities in the past twelve months immediately preceding the date of this announcement:

• Date of initial Net proceeds and intended use announcement Event of proceeds Actual use of proceeds June 29, 2020 Issue of HK$100,000,000 The Company intended to use HK$15.3 million was used for convertible bonds due the net proceeds of development and investment July 2022 under general approximately HK$98.68 of content distribution related mandate million for development and business and other business investment of content supporting short-form video distribution related business platforms and the remaining and other business supporting net proceeds of HK$83.38 short-form video platforms million are placed in the bank account of the Group and will be utilised as intended

EFFECT ON SHAREHOLDING STRUCTURE

Set out below is the shareholding structure of the Company as at the date of this announcement and immediately after the Completion on the Completion Date:

Mr. Wang(1) Mr. Wargo Mr. Witte The Subscriber Other public Shareholders Total issued Shares	As at the date of this announcement No. of Shares Approximate percentage of issued share capital 67,290,480 15.64% 29,270,339 6.80% 1,200,000 0.28% — — 332,442,003 77.28% 430,202,822 100%	Immediately after Completion No. of Shares Approximate percentage of issued share capital 67,290,480 14.66% 29,270,339 6.38% 1,200,000 0.26% 28,901,734 6.30% 332,442,003 72.40% 459,104,556 100%	Immediately after Completion No. of Shares Approximate percentage of issued share capital 67,290,480 14.66% 29,270,339 6.38% 1,200,000 0.26% 28,901,734 6.30% 332,442,003 72.40% 459,104,556 100%
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(1) Mr. Wang is a settlor, a trustee and a beneficiary of the JYW Trust. Mr. Wang and the JYW Trust are the settlors and Mr. Wang is the trustee and beneficiary of the YBW Trust. Mr. Wang is interested in 7,100,000 shares beneficially owned by him, 52,190,480 shares held by him in his capacity as trustee and beneficiary of the JYW Trust and 8,000,000 shares in his capacity as trustee and beneficiary of the YBW Trust.

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INFORMATION OF THE SUBSCRIBER

The Subscriber is an investment holding company incorporated in Hong Kong and an indirect whollyowned subsidiary of Ant Group. Ant Group is a company incorporated in the People’s Republic of China and together with its ecosystem partners is engaged in businesses that bring financial services to individuals and small and micro-sized individual customer and small businesses worldwide.

As at the date of this announcement, Hangzhou Junhan Equity Investment Partnership (Limited Partnership) (杭州君瀚股權投資合夥企業(有限合夥)) (‘‘Hangzhou Junhan’’) and Hangzhou Junao Equity Investment Partnership (Limited Partnership) ((杭州君澳股權投資合夥企業(有限合夥)) (‘‘Hangzhou Junao’’) hold approximately 29.86% and 20.66% (together approximately 50.52%) of Ant Group’s total issued shares, respectively. Hangzhou Yunbo Investment Consulting Co., Ltd. (杭州 雲鉑投資諮詢有限公司) (‘‘Hangzhou Yunbo’’) is the executive partner and general partner of, and controls, Hangzhou Junhan and Hangzhou Junao. Mr. Jack Ma holds a 34% equity interest in Hangzhou Yunbo and each of Mr. Eric Jing, Mr. Simon Hu and Ms. Fang Jiang holds a 22% equity interest in Hangzhou Yunbo. Pursuant to a concert party agreement entered into between them and the articles of association of Hangzhou Yunbo, Mr. Jack Ma has ultimate control over Ant Group.

The Company confirms that, to the best of the Directors’ knowledge, information and belief, having made all reasonable enquiries, the Subscriber and its ultimate beneficial owner(s) are third parties independent of the Company and its connected persons.

REASONS FOR THE SUBSCRIPTION AND USE OF PROCEEDS

The Group is the leading provider of online video content protection services, helping its content rightsholder customers reduce infringement-induced revenue losses and increase revenues over Internet and mobile distribution.

The Board considers that the Subscription will help bolster the business cooperation partnership with the Subscriber and accelerate the Group’s business growth.

The gross proceeds and the estimated net proceeds (after deduction of the relevant expenses and fees) from the Subscription will be approximately HK$400 million and HK$388 million respectively. The Company intends to use the net proceeds for potential investment opportunities and general working capital of the Group.

GENERAL

Completion of the Share Subscription Agreement is subject to fulfilment and/or waiver (as appropriate) of the conditions under the Share Subscription Agreement. Accordingly, the Subscription may or may not proceed. Shareholders and investors are advised to exercise caution when dealing in the securities of the Company.

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DEFINITIONS

• ‘‘Ant Blockchain’’ Ant Blockchain Technology (Shanghai) Co., Ltd. (螞蟻區塊鏈科技(上 海)有限公司), an indirect wholly-owned subsidiary of Ant Group

• ‘‘Ant Group’’ 螞蟻科技集團股份有限公司 (Ant Group Co., Ltd.), a joint stock limited liability company incorporated in the People’s Republic of China on October 19, 2000

• ‘‘Board’’ the board of directors of the Company ‘‘Business Cooperation the business cooperation agreement to be entered into by the Company Agreement’’ and Ant Blockchain at Completion

• ‘‘Business Day’’ a day (other than a Saturday or Sunday or public holiday in Hong Kong and any day on which a tropical cyclone warning no. 8 or above or a ‘‘black’’ rain warning signal is hoisted in Hong Kong at any time between 9:00 am and 5:00 pm) on which banks are open in Hong Kong for general commercial business

• ‘‘Company’’ Vobile Group Limited (阜博集團有限公司), a company incorporated in the Cayman Islands with limited liability, the Shares of which are listed on the Main Board of the Stock Exchange

• ‘‘Completion’’ completion of the Subscription pursuant to the Share Subscription Agreement

• ‘‘Completion Date’’ the date on which Completion takes place ‘‘connected person’’ has the meaning ascribed to it under the Listing Rules ‘‘Director(s)’’ the director(s) of the Company

• ‘‘General Mandate’’ the general mandate granted by the Shareholders to the Directors at the annual general meeting of the Company held on June 30, 2020, under which up to a total of 84,974,907 Shares (being up to 20% of the total number of issued Shares as at the date of the passing of the relevant resolution, which was June 30, 2020) can be allotted, issued and dealt with by the Directors

• ‘‘Group’’ the Company and its subsidiaries

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• ‘‘Hangzhou Junao’’ Hangzhou Junao Equity Investment Partnership (Limited Partnership) (杭州君澳股權投資合夥企業(有限合夥))

• ‘‘Hangzhou Junhan’’ Hangzhou Junhan Equity Investment Partnership (Limited Partnership) (杭州君瀚股權投資合夥企業(有限合夥))

• ‘‘Hangzhou Yunbo’’ Hangzhou Yunbo Investment Consulting Co., Ltd. (杭州雲鉑投資諮詢 有限公司)

• ‘‘HK$’’ Hong Kong dollars, the lawful currency of Hong Kong ‘‘Hong Kong’’ the Hong Kong Special Administrative Region of the People’s Republic of China

• ‘‘Listing Approval’’ the approval granted by the Stock Exchange for the listing of and permission to deal in the Subscription Shares

• ‘‘Listing Rules’’ The Rules Governing the Listing of Securities on the Hong Kong Stock Exchange

• ‘‘Mr. Wang’’ Mr. Yangbin Bernard WANG

• ‘‘Mr. Wargo’’ Mr. J David WARGO

• ‘‘Mr. Witte’’

Mr. Michael Paul WITTE

• ‘‘Share(s)’’ ordinary share(s) in the capital of the Company with a nominal value of US$0.0001 each

• ‘‘Shareholder(s)’’ holder of the Shares

• ‘‘Share Subscription the share subscription agreement dated December 20, 2020 entered into Agreement’’ between the Company and the Subscriber in respect of the Subscription

• ‘‘Stock Exchange’’ The Stock Exchange of Hong Kong Limited

• ‘‘Subscriber’’ Antfin (Hong Kong) Holding Limited, a company incorporated in Hong Kong with limited liability

• ‘‘Subscription’’ the subscription for, and allotment and issue of, the Subscription Shares under the Share Subscription Agreement

• ‘‘Subscription Price’’ HK$13.84 per Subscription Share

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‘‘Subscription Shares’’

the 28,901,734 new Shares to be issued and allotted to the Subscriber pursuant to the Share Subscription Agreement

‘‘US$’’

the lawful currency of the United States

‘‘%’’

per cent

By order of the Board Vobile Group Limited Yangbin Bernard WANG Chairman

Hong Kong, December 20, 2020

As at the date of this announcement, the Board comprises Mr. Yangbin Bernard WANG, and Mr. Michael Paul WITTE as executive Directors; Mr. J David WARGO and Mr. WONG Wai Kwan as non-executive Directors; and Mr. CHAN King Man Kevin, Mr. Derek CHANG, Mr. Alfred Tsai CHU and Mr. Charles Eric EESLEY as independent non-executive Directors.

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