Vobile Group Limited — Capital/Financing Update 2021

May 28, 2021

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.

Neither this announcement nor any copy thereof may be released into or distributed directly or indirectly in the United States or any other jurisdiction where such release or distribution might be unlawful. This announcement and the information in this announcement do not constitute or form a part of any offer or solicitation to purchase, subscribe for or sell securities in the United States. The securities mentioned herein have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the ‘‘U.S. Securities Act’’) or the securities laws of any state of the United States or other jurisdiction. The securities referred to in this announcement are being offered and sold outside the United States in reliance on Regulation S under the U.S. Securities Act and may not be offered or sold in the United States unless registered under the U.S. Securities Act and the applicable securities laws of any state or other jurisdiction of the United States or pursuant to an exemption from, or in a transaction not subject to, registration under the U.S. Securities Act and the applicable securities laws of any state or other jurisdiction of the United States. The Company has no intention to register under the U.S. Securities Act any of the securities referred to herein or to conduct a public offering of securities in the United States.

Vobile Group Limited 阜 博 集 團 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 3738)

COMPLETION OF PLACING OF NEW SHARES UNDER GENERAL MANDATE

We refer to the announcement of the Company dated 21 May 2021 (the ‘‘Announcement’’) in relation to, among other things, the Placing. Unless otherwise defined herein, capitalised terms used in this announcement shall have the same meanings as those defined in the Announcement.

COMPLETION OF PLACING OF NEW SHARES UNDER GENERAL MANDATE

The Company is pleased to announcement that all conditions under the Placing Agreement have been fulfilled and Closing took place on 28 May 2021.

A total of 21,500,000 Placing Shares have been allotted and issued to no less than six Placees at the Subscription Price of HK$30.30 per Placing Share. The Placing Shares represent approximately 4.45% of the issued share capital of the Company as enlarged by the Placing. To the best of the knowledge, information and belief of the Directors having made all reasonable enquiries, each of the Placees and their respective ultimate beneficial owners is independent of the Company and its connected persons, and none of the Placees and their respective ultimate beneficial owners has become a substantial shareholder of the Company as a result of the Placing.

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The net proceeds to the Company from the Placing are approximately HK$631,950,000. The Company intends to use the net proceeds for investment in technology, global expansion of the Group’s customers and general corporate purposes.

EFFECT ON SHAREHOLDING STRUCTURE

Set out below is the shareholding structure of the Company (i) immediately before the Closing and (ii) immediately after the Closing on the Closing Date.

Directors Mr. Wang(1) Mr. Wargo Mr. Witte(2) Mr. Wong Public Shareholders Antfin (Hong Kong) Holding Limited(3) Poly Platinum Enterprise Limited(4) Placee(s) Other public Shareholders Total issued shares	Immediately before the Closing No. of Shares Approximate % of issued share capital 67,640,480 14.66% 22,270,339 4.83% 1,200,000 0.26% 600,000 0.13% 28,901,734 6.26% 3,428,000 0.74% — — 337,497,003 73.12% 461,537,556 100%	Immediately after the Closing No. of Shares Approximate % of issued share capital 67,640,480 14.00% 22,270,339 4.61% 1,200,000 0.25% 600,000 0.12% 28,901,734 5.98% 3,428,000 0.71% 21,500,000 4.45% 337,497,003 69.88% 483,037,556 100%	Immediately after the Closing No. of Shares Approximate % of issued share capital 67,640,480 14.00% 22,270,339 4.61% 1,200,000 0.25% 600,000 0.12% 28,901,734 5.98% 3,428,000 0.71% 21,500,000 4.45% 337,497,003 69.88% 483,037,556 100%
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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 (a) 43,450,000 Shares beneficially owned by him, comprised of 7,450,000 Shares beneficially owned by him as at the date of this announcement, 8,000,000 Shares beneficially owned by him upon the exercise in full of 8,000,000 Share Options granted to him under the Pre-IPO Share Option Scheme, and 28,000,000 Shares beneficially owned by him upon the exercise in full of the 28,000,000 Share Options granted to him under the Share Option Scheme, (b) 52,190,480 Shares held by him in his capacity as trustee and beneficiary of the JYW Trust, and (c) 8,000,000 Shares in his capacity as trustee and beneficiary of the YBW Trust.

• (2) Mr. Witte is interested in 1,200,000 Shares beneficially owned by him and 400,000 Shares which may be issued pursuant to the exercise of Share Options granted under the Pre-IPO Share Option Scheme.

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• (3) The 28,901,734 Shares are held by Antfin (Hong Kong) Holding Limited. Antfin (Hong Kong) Holding Limited is wholly-owned by Hangzhou Yunqiang Enterprise Management Consulting Co., Ltd., which is in turn wholly-owned by Ant Group Co., Ltd. Ant Group Co., Ltd. is owned as to approximately 20.66% by Hangzhou Junao Equity Investment Partnership (Limited Partnership) and approximately 29.86% by Hangzhou Junhan Equity Investment Partnership (Limited Partnership), which are both wholly-owned by Hangzhou Yunbo Investment Consultancy Co., Ltd, which is in turn owned as to 34% by Mr. Ma Yun. Pursuant to the concert party agreement executed by Mr. Ma Yun, Mr. Eric Xiandong Jing, Mr. Simon Xiaoming Hu and Ms. Fang Jiang, each of them is a party acting in concert (having the meaning ascribed to it under the Takeovers Code). As such, each of Mr. Eric Xiandong Jing, Mr. Simon Xiaoming Hu and Ms. Fang Jiang is deemed to be interested in 28,901,734 shares held by Mr. Ma Yun under the SFO.

• (4) Poly Platinum Enterprise Limited is interested in 41,578,608 Shares, comprised of 3,428,000 Shares beneficially owned by Poly Platinum Enterprise Limited and 38,150,608 Shares assuming the conversion of the convertible bonds held by Poly Platinum Enterprise Limited. Poly Platinum Enterprise Limited is wholly owned by Greater Bay Area Homeland Development Fund LP, which is managed by Greater Bay Area Development Fund Management Limited. Greater Bay Area Homeland Development Fund (GP) Limited is the general partner of Greater Bay Area Homeland Development Fund LP. Greater Bay Area Homeland Development Fund (GP) Limited is in turn wholly owned by Greater Bay Area Homeland Investments Limited as at December 31, 2020. Under the SFO, Greater Bay Area Homeland Development Fund (GP) Limited and Greater Bay Area Homeland Investments Limited are deemed to be interested in the Shares held by Poly Platinum Enterprise Limited.

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

Hong Kong, 28 May 2021

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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