NQ Mobile (NQ) Provides Update on FL Mobile Divestment; Shenzhen Prince to Acquire Entire Stake of FL Mobile

August 25, 2016 8:22 AM EDT

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NQ Mobile Inc. (NYSE: NQ) announced an update on the FL Mobile Divestment pursuant to the (i) the binding framework agreement announced on August 26, 2015 between the Company and Beijing Jinxin Rongda Investment Management Co., Ltd. ("Beijing Jinxin"), an affiliate of Tsinghua Holdings Co., Ltd.("Tsinghua Holdings "); (ii) the share purchase agreement announced on May 17, 2016 among Shenzhen Prince New Materials Co., Ltd. ("Shenzhen Prince"), a company listed on the Shenzhen Stock Exchange (stock code: 002735), Dr. Vincent Wenyong Shi ("Dr. Shi"), the chairman and chief operating officer of the Company, Beijing Jinxin Hengrui Investment Center (Limited Partnership) ("Jinxin Hengrui"), a limited partnership established in the PRC which Beijing Jinxin is a general partner and Xinjiang NQ Mobile Venture Capital Investment Co., Ltd. ("Xinjiang NQ"), a consolidated affiliated entity of the Company and the direct holder of the Company's stake in FL Mobile Jiutian Technology Co., Ltd. ("FL Mobile"); and (iii) a series of definitive agreements announced on August 9, 2016 with Xinjiang Yinghe Equity Investment Management Limited Partnership ("Xinjiang Yinghe"), Nantong Jinxin Haoyue Investment Center (Limited Partnership) ("Jinxin Haoyue"), an affiliate of Tsinghua Holdings, Nantong Jinxin Huatong Equity Investment Center (Limited Partnership) ("Jinxin Huatong"), an affiliate of Tsinghua Holdings, and Tibet Zhuohua Capital Management Co., Ltd., an affiliate of Tsinghua Holdings ("Tibet Zhuohua") (the transactions contemplated thereunder, the "FL Mobile Divestment").

Shenzhen Prince, Dr. Shi, Jinxin Hengrui, Xinjiang NQ, Xinjiang Yinghe, Jinxin Haoyue, Jinxin Huatong and Tibet Zhuohua have entered into a share purchase agreement (the "Agreement"), pursuant to which Shenzhen Prince will acquire the entire stake of FL Mobile for a consideration consisting of cash to the Company and its newly issued common stock to other parties (the "Transaction"). Pursuant to the Agreement, Shenzhen Prince will acquire 45.34% equity interest in FL Mobile beneficially owned by the Company for a cash consideration of RMB2,267 million. Shenzhen Prince will purchase the remaining equity interest in FL Mobile held by other parties by issuing its common stock to them. The Transaction values the entire FL Mobile business at RMB5 billion. Concurrently with the execution of the Agreement, the share purchase agreement announced on May 17, 2016 among Shenzhen Prince, Dr. Shi, Jinxin Hengrui and Xinjiang NQ was terminated in light of the new deal structure.

The Company will receive all cash for the FL Mobile Divestment consisting of (i) RMB880 million from Dr. Shi for the sale of 22% equity interest in FL Mobile as previously announced on March 24, 2016; (ii) RMB656.5 million from Jinxin Hengrui for the sale of 13.13% equity interest in FL Mobile as previously announced on May 6, 2016; (iii) RMB600 million from the sale of 12% of FL Mobile's equity interests to Xinjiang Yinghe as previously announced on August 9, 2016; (iv) RMB176.5 million from the sale of 3.53% of FL Mobile's equity interests to Jinxin Haoyue as previously announced on August 9, 2016; (v) RMB150 million for the sale of 3% of FL Mobile's equity interests to Jinxin Huatong as previously announced on August 9, 2016; (vi) RMB50 million from the sale of 1% of FL Mobile's equity interests to Tibet Zhuohua as previously announced on August 9, 2016; and (vii) RMB2,267 million from Shenzhen Prince for the sale of 45.34% equity interest in FL Mobile in the Transaction announced today.

Shenzhen Prince plans to fund the Transaction by equity financing and entered into share subscription agreements with potential investors in connection with the equity financing on the same date. Pursuant to the Agreement, the Company will receive 95% of the cash consideration within 10 business days of the closing of such equity financing and the remaining 5% of the consideration, unless the Company breaches the representations and warranties under the Agreement, within 10 business days after 12 months from the date of closing of FL Mobile Divestment. The Transaction and the equity financing are both subject to customary closing conditions and shareholder approval of Shenzhen Prince and regulatory approval by the China Securities Regulatory Commission.



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