XD Inc. — Capital/Financing Update 2021

Apr 13, 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 offer to sell or the solicitation of an offer to buy any securities and neither this announcement nor anything herein forms the basis for any contract or commitment whatsoever. Neither this announcement nor any copy hereof may be taken into or distributed in the United States.

The information contained in this announcement is not for distribution, directly or indirectly, in or into the United States. This announcement does not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States. The Shares and the Bonds mentioned herein have not been, and will not be, registered under the Securities Act, and may not be offered or sold in the United States except pursuant to registration or an exemption from the registration requirements of the Securities Act. No public offering of the Shares or the Bonds will be made in the United States.

XD Inc.

心动有限公司

(Incorporated in the Cayman Islands with limited liability) (Stock code: 2400)

ANNOUNCEMENT

COMPLETION OF PLACING OF NEW SHARES UNDER GENERAL MANDATE

Joint Bookrunners, Joint Managers and Placing Agents

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Reference is made to the announcement (the “ Announcement ”) of XD Inc. (the “ Company ”) dated March 31, 2021 in relation to, amongst others, placing of new shares under general mandate. Unless otherwise defined, capitalised terms used herein shall have the same meanings as those defined in the Announcement.

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COMPLETION OF THE PLACING

The Board is pleased to announce that all the conditions of the Placing as set out in the Placing Agreement have been satisfied and the completion of the Placing took place on April 13, 2021. An aggregate of 26,318,000 Placing Shares have been placed to the Placees at the Placing Price of HK$42.38 per Share pursuant to the terms and conditions of the Placing Agreement.

Set out below are the details of the Placees:

• (i) Bilibili Inc. is a company controlled through weighted voting rights and incorporated in the Cayman Islands with limited liability, and its American Depositary Shares (each representing one Class Z ordinary share), are listed on Nasdaq (stock symbol: BILI), and its Class Z ordinary shares are listed on the Main Board of the Stock Exchange (stock code: 9626). Bilibili Inc. is an iconic brand and a leading video community with a mission to enrich the everyday life of the young generations in China.

• (ii) Taobao China Holding Limited is a company incorporated in Hong Kong with limited liability, and is an indirect wholly-owned subsidiary of Alibaba Group Holding Limited. It is the direct holding company of certain PRC subsidiaries relating to Taobao Marketplace and Tmall. Alibaba Group Holding Limited, a company incorporated in the Cayman Islands, with its American depositary shares, each representing eight ordinary shares, listed on the New York Stock Exchange (stock symbol: BABA), and its ordinary shares listed on the Main Board of the Stock Exchange (stock code: 9988). As at the date of this announcement, the substantial shareholder (as defined in the Takeovers Code) of Alibaba Group Holding Limited is SoftBank Group Corp., a company listed on the Tokyo Stock Exchange (holding approximately 24.8% of the issued shares of Alibaba Group Holding Limited).

To the best of the Directors’ knowledge, information and belief having made all reasonable enquiries, each of the Placees and its ultimate beneficial owners are independent of, and not connected with, the Company and its connected persons or any of its respective associates, and none of the Placees has become a substantial shareholder (as defined under the Listing Rules) immediately upon the completion of the Placing.

The net proceeds arising from the Placing are approximately HK$1,113.0 million and will be used for (i) further enhancing the Company’s R&D capability and game portfolios; (ii) marketing and promoting games and TapTap; (iii) potential acquisitions and strategic investments and (iv) general corporate purposes.

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EFFECT ON THE SHAREHOLDING STRUCTURE OF THE COMPANY AS A RESULT OF (I) THE PLACING AND (II) THE CONVERSION

The shareholding structure of the Company (i) immediately prior to the completion of the Placing; (ii) as at the date of this announcement; and (iii) assuming the Bonds are fully converted into the Conversion Shares at the initial Conversion Price of HK$63.45 as set out in the Announcement, on the assumptions that (a) there will be no other change to the share capital of the Company from the date of this announcement until the conversion of the Bonds in full, save for the issue of the Conversion Shares as a result of the conversion of the Bonds in full; and (b) the Bondholders do not and will not hold any Shares other than the Conversion Shares as a result of the conversion of the Bonds in full are set out below:

Shareholders Mr. Huang Yimeng_(Note 2) Mr. Dai Yunjie(Note 2) Mr. Shen Sheng(Note 2)_ Bilibili Inc. Taobao China Holding Limited Other Shareholders Bondholders Total	(i) Immediately prior to the completion of the Placing No . of Shares Approximate % of total issued Shares(Note 1) 161,805,000 35.63 67,545,000 14.87 11,674,271 2.57 0 0 0 0 213,088,429 46.92 0 0 454,112,700 100	(ii) As at the date of this announcement No . of Shares Approximate % of total issued Shares(Note 1) 161,805,000 33.68 67,545,000 14.06 11,674,271 2.43 22,660,000 4.72 3,658,000 0.76 213,088,429 44.35 0 0 480,430,700 100	(iii) Immediately after the full conversion of the Bonds into the Conversion Shares No . of Shares Approximate % of total issued Shares(Note 1) 161,805,000 31.43 67,545,000 13.12 11,674,271 2.27 22,660,000 4.40 3,658,000 0.71 213,088,429 41.40 34,308,715 6.67 514,739,415 100	(iii) Immediately after the full conversion of the Bonds into the Conversion Shares No . of Shares Approximate % of total issued Shares(Note 1) 161,805,000 31.43 67,545,000 13.12 11,674,271 2.27 22,660,000 4.40 3,658,000 0.71 213,088,429 41.40 34,308,715 6.67 514,739,415 100
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Notes:

1. Percentages presented may not add up precisely to the total percentages shown due to rounding.

2. Each a Director.

By order of the Board XD Inc. HUANG Yimeng Chairman and Chief Executive Officer

BHong Kong, April 13, 2021

As at the date of this announcement, the Board comprises Mr. HUANG Yimeng, Mr. DAI Yunjie, Mr. SHEN Sheng and Mr. FAN Shuyang as executive Directors, Mr. TONG Weiliang and Mr. LIU Wei as non-executive Directors and Mr. PEI Dapeng, Mr. XIN Quandong and Ms. LIU Qianli as independent non-executive Directors.

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