Vobile Group Limited — Capital/Financing Update 2020

Jul 14, 2020

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Vobile Group Limited 阜 博 集 團 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 3738)

COMPLETION OF

ISSUE OF HK$100,000,000 CONVERTIBLE BONDS DUE JULY 2022 UNDER GENERAL MANDATE

COMPLETION OF ISSUE OF CONVERTIBLE BONDS

We refer to the announcement of Vobile Group Limited (the ‘‘Company’’) dated June 29, 2020 and the supplemental announcement of the Company dated July 3, 2020 (the ‘‘Announcements’’) regarding the issue of two series of Convertible Bonds in the aggregate principal amount of HK$100,000,000 to Poly Platinum Enterprises Limited (the ‘‘Investor’’).

Unless the context otherwise requires, capitalized terms used in this announcement shall have the same meanings as those defined in the Announcements.

The Board is pleased to announce that all the conditions precedent under the Subscription Agreement have been fulfilled and Completion took place on July 14, 2020, upon which the Convertible Bonds were issued to the Investor pursuant to the terms and conditions of the Subscription Agreement.

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EFFECT ON SHAREHOLDING STRUCTURE OF THE COMPANY

Assuming (a) there is no change in the issued share capital of the Company from the date of this announcement and up to the date of full conversion of the Convertible Bonds at their respective initial Conversion Prices (HK$2.58 per Conversion Share for Series One Convertible Bonds and HK$2.80 per Conversion Share for Series Two Convertible Bonds); and (b) all Bondholders exercise in full the conversion rights attached to the Convertible Bonds, the shareholding structures of the Company (i) as at the date of this announcement and (ii) immediately after the allotment and issue of all the Conversion Shares are set out below:

Mr. Wang(1)New York Private Trust Company(2)Mr. LuMr. Xie(3)Mr. Wargo(4)The InvestorOther public ShareholdersTotal issued Shares	As at the date ofthis AnnouncementNo. ofSharesApproximatepercentageof issuedshare capital75,290,48017.51%34,857,1448.10%32,190,4807.48%31,800,0007.39%29,270,3396.81%——226,681,04652.71%430,089,489100%	Immediately afterfull conversion ofthe Convertible Bonds attheir respective initialConversion PriceNo. ofSharesApproximatepercentageof issuedshare capital75,290,48016.08%34,857,1447.44%32,190,4806.87%31,800,0006.79%29,270,3396.25%38,150,6088.15%226,681,04648.42%468,240,097100%	Immediately afterfull conversion ofthe Convertible Bonds attheir respective initialConversion PriceNo. ofSharesApproximatepercentageof issuedshare capital75,290,48016.08%34,857,1447.44%32,190,4806.87%31,800,0006.79%29,270,3396.25%38,150,6088.15%226,681,04648.42%468,240,097100%
			100%

• (1) Mr. Wang is a settlor, a trustee and a beneficiary of the JYW Family Living Trust (‘‘JYW Trust’’). Mr. Wang and the JYW Trust are the settlors and Mr. Wang is the trustee and beneficiary of the YBW 2016 Annuity Trust (‘‘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, 8,000,000 Shares in his capacity as trustee and beneficiary of the YBW Trust and 8,000,000 Shares which may be issued pursuant to the exercise of options granted under a pre-IPO share option scheme.

• (2) Leading Season Limited is wholly owned by Gorgeous Holding Limited, which is wholly owned by New York Private Trust Company. Under the Securities and Futures Ordinance, New York Private Trust Company is deemed to be interested in the 34,857,144 Shares held by Leading Season Limited.

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• (3) Navibell Venture Corp. is wholly owned by Colombo Development Limited, which is wholly owned by Equity Trustee Limited. Mr. Xie is a trustee and a beneficiary of The XIE Family Trust which is the beneficiary of Equity Trustee Limited, and is deemed to be interested in the 31,800,000 Shares held by Navibell Venture Corp.

• (4) Mr. Wargo is interested in 29,270,339 Shares beneficially owned by him.

By order of the Board Vobile Group Limited Yangbin Bernard WANG Chairman, Executive Director and Chief Executive Officer

Hong Kong, July 14, 2020

As at the date of this announcement, the board of directors of the Company 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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