Tencent – Happibits

MN-60030

Mount Baker Investment Limited (**Mount Baker**), a special purpose vehicle wholly owned by Tencent Holdings Limited (**Tencent**) proposes to acquire a portion of the share capital, on a fully diluted basis, from Happibits Inc. (**Happibits**) (the **Acquisition**). Tencent is a multinational technology company. Tencent has interests in the technology and entertainment sectors and is active in a wide range of internet activities, including the provision of communication, social, digital content, games, marketing, fintech and cloud services in the PRC. In the field of video games, Tencent is involved in the development and publishing of games for various platforms, such as mobile devices, but also computers and consoles. Tencent's portfolio covers all major genres of games. It publishes games developed in-house and by third-party developers. Three of Tencent's investee studios that are relevant to the Acquisition (and accordingly are connected entities to Mount Baker) are Riot Games, Inc (**Riot Games**) Supercell OY (**Supercell**) and Miniclip S.A. (**Miniclip**) (together, **relevant entities**). The relevant entities develop and publish video games for mobile devices in Australia. Happibits, through its subsidiaries, is engaged in the development, publication and operation of casual video games for mobile devices globally. Tencent and Happibits overlap in the development and publishing of video games for mobile devices.