UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

Information to be Included in Statements Filed Pursuant

to § 240.13d-1(a) and Amendments Thereto Filed

Pursuant to § 240.13d-2(a)

Under the Securities Exchange Act of 1934

(Amendment No.    ) *

Chindata Group Holdings Limited

(Name of Issuer)

Class A ordinary shares, par value US$0.00001 per share

(Title of Class of Securities)

16955F107**

(CUSIP Number)

Bain Capital Investors, LLC

200 Clarendon Street

Boston, MA 02116

617-516-2000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

August 11, 2023

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d–7 for other parties to whom copies are to be sent.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Item 1. Security and Issuer.

This statement is filed with respect to the Class A Ordinary Shares of the Company. In addition to the Class A Ordinary Shares, this statement discloses interests and transactions with respect to the Company’s Class B Ordinary Shares. Class A Ordinary Shares and Class B Ordinary Shares are collectively referred to herein as the “Ordinary Shares.”

The Company’s ADSs are listed on the Nasdaq Global Select Market under the symbol “CD,” and references to Ordinary Shares herein include ADSs, where applicable.

The principal executive offices of the Company are located at No. 47 Laiguangying East Road, Chaoyang District, Beijing, 100012, The People’s Republic of China.

Item 2. Identity and Background.

Bain Capital Investors, LLC, a Delaware limited liability company (“BCI”), is (i) the managing member of BCPE Bridge GP LLC, a Cayman limited liability company (“BCPE Bridge GP”), which is the general partner of BCPE Bridge and Bridge Management, and (ii) the managing member of BCPE Stack GP, LLC, a Cayman limited liability company (“BCPE Stack GP”, collectively with the BCPE Reporting Persons, BCI and BCPE Bridge GP, the “BCPE Entities”), which is the general partner of BCPE Stack. ESOP Holdco is a Cayman company limited by shares and under the articles of association of ESOP Holdco currently in effect, BCPE Stack, being the sole holder of all issued and outstanding voting shares of ESOP Holdco, has the power to direct ESOP Holdco with respect to the retention or disposal of, and the exercise of any voting and other rights attached to, the Ordinary Shares held by ESOP Holdco in the Company. As a result, BCI may be deemed to share voting and dispositive power with respect to the securities held by the BCPE Reporting Persons. Voting and investment decisions with respect to the securities held by the BCPE Reporting Persons are made by the partners of BCI. Each BCC Reporting Person, in addition to its reported ownership herein, is also a limited partner of BCPE Bridge and BCPE Stack but does not have any voting or dispositive power with respect to the securities held by BCPE Bridge and BCPE Stack and therefore does not have, and has not disclosed herein, beneficial ownership of any such securities.

Bain Capital Credit Member, LLC, a Delaware limited liability company (“BCCM”), is the general partner of (i) Bain Capital Distressed and Special Situations 2016 Investors (A) L.P., a Delaware limited partnership (“A Holdings GP”), which is the general partner of A Holdings, (ii) Bain Capital Distressed and Special Situations 2016 Investors (B), L.P., a Delaware limited partnership (“B Holdings GP”), which is the general partner of B Holdings and (iii) Bain Capital Distressed and Special Situations 2016 Investors (F), L.P., a Delaware limited partnership (“F Holdings GP”), which is the general partner of F Holdings. BCCM is also the managing member of Bain Capital Credit Managed Account Investors (Blanco), LLC, a Delaware limited liability company (“Blanco GP”), which is the general partner of Blanco. As a result, BCCM may be deemed to have voting and dispositive power with respect to the securities held by A Holdings, B Holdings, Blanco and F Holdings. Voting and investment decisions with respect to BCCM are made by the members of BCCM.

Bain Capital Credit Member II, Ltd., a Cayman company (“BCCM II”), is the manager of Bain Capital Special Situations Asia Investors, LLC, a Cayman limited liability company (“BCSSAI”), which is the general partner of Bain Capital Special Situations Asia, L.P., a Cayman limited partnership (“BCSSA”), which in turn is the managing member of SSA I. As a result, BCCM II may be deemed to have voting and dispositive power with respect to the securities held by SSA I. Voting and investment decisions with respect to BCCM II are made by the board of directors of BCCM II.

Bain Capital Credit Member III, S.à r.l., a Luxembourg limited company, which is managed by Michael B. Treisman and Grindale C. Gamboa (together, “BCCM III”), is the general partner of Bain Capital Distressed and Special Situations 2016 Investors (EU), L.P., a Luxembourg limited partnership (“EU Holdings GP”, together with the BCC Reporting Persons, A Holdings GP, B Holdings GP, Blanco GP, F Holdings GP, BCSSA, BCSSAI, BCCM, BCCM II and BCCM III, the “BCC Entities”), which is the general partner of EU Holdings. As a result, BCCM III may be deemed to have voting and dispositive power with respect to the securities held by EU Holdings.

Each of BCCM, BCCM II and BCCM III independently exercises investment discretion with respect to the above referenced securities for which they hold voting and dispositive power and there is no agreement or understanding among them to act together with respect to the securities under their discretion.

The name, business address, present principal occupation or employment and citizenship of each director and executive officer of ESOP Holdco and BCCM II are set forth on Schedule A hereto and are incorporated herein by reference.

The Reporting Persons have entered into an Agreement Regarding the Joint Filing of Schedule 13G, dated August 16, 2023, attached hereto as Exhibit A, pursuant to which the Reporting Persons have agreed to file this Schedule 13D jointly in accordance with the provisions of Rule 13d-1(k)(1) promulgated under the Act.

BCI, A Holdings, B Holdings, Blanco, F Holdings, A Holdings GP, B Holdings GP, Blanco GP, F Holdings GP and BCCM are each organized under the laws of the State of Delaware.

EU Holdings, EU Holding GP and BCCM III are each organized under the laws of Luxembourg.

Michael B. Treisman is a citizen of the United States and Grindale C. Gamboa is a citizen of the Philippines.

Item 3. Source and Amount of Funds or Other Consideration.

The descriptions of the Merger Agreement, the Support Agreements (as defined below), the Limited Guaranties (as defined below), the Equity Commitment Letters (as defined below), and the Debt Commitment Letter (as defined below) are incorporated into this Item 3 by reference to Item 4 of this Schedule 13D.

Item 4. Purpose of Transaction.

On June 6, 2023, BCPE Bridge and BCPE Stack submitted a preliminary non-binding proposal to the Company’s board of directors (the “Board”) in relation to the proposed acquisition of the Company in a going private transaction (the “Acquisition”) and proposed to acquire all of the outstanding Ordinary Shares (other than those Ordinary Shares that may be rolled over in connection with the Acquisition) at a purchase price of US$4.0 in cash per Ordinary Share, or US$8.0 in cash per ADS. The Board consists of nine directors, among which, Mr. Jonathan Jia Zhu and Mr. Zhongjue Chen are appointed by the BCPE Reporting Persons and/or their affiliates. On June 7, 2023, a special committee of the Board (the “Special Committee”) consisting of three disinterested and independent directors, namely Mr. Thomas J. Manning, Mr. Gang Yu and Mr. Weili Hong, was formed to consider and negotiate the Acquisition with BCPE Bridge and BCPE Stack.

On August 2, 2023, BCPE Bridge and BCPE Stack submitted an updated proposal, attached hereto as Exhibit B, regarding the Acquisition to the Special Committee and increased the proposed purchase price payable in the Acquisition for each Ordinary Share to US$4.3 in cash, or US$8.6 in cash for each ADS.

On August 11, 2023, the Company entered into an agreement and plan of merger (the “Merger Agreement”) with BCPE Chivalry Bidco Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands (“Parent”), an affiliate of the BCPE Reporting Persons, and BCPE Chivalry Merger Sub Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands and a wholly owned subsidiary of Parent (“Merger Sub”). Pursuant to the Merger Agreement, and subject to the terms and conditions thereof, Merger Sub will be merged with and into the Company (the “Merger”), with the Company continuing as the surviving company and becoming a wholly owned subsidiary of Parent.

Under the terms of the Merger Agreement, (a) each Ordinary Share issued and outstanding immediately prior to the effective time of the Merger (the “Effective Time”) will be cancelled in exchange for the right to receive US$4.3 per Ordinary Share in cash without interest and net of any applicable withholding taxes, less certain fees to the ADS depositary in the case of ADSs (the “Merger Consideration”), except for (i) the Rollover Shares (as defined below), (ii) Ordinary Shares held by Parent, Merger Sub, the Company or any of their subsidiaries, (iii) Ordinary Shares reserved for issuance and allocation pursuant to the Company’s 2020 Share Option Plan (the “Company Share Plan” and each option granted thereunder to purchase Ordinary Shares, a “Company Option”) (the Ordinary Shares described in clauses (i) through (iii), the “Excluded Shares”), and (iv) Ordinary Shares owned by holders who have validly exercised and not effectively withdrawn or otherwise lost their rights to dissent from the Merger pursuant to Section 238 of the Companies Act (As Revised) of the Cayman Islands (the “CICA”, and such Ordinary Shares, the “Dissenting Shares”), (b) the Excluded Shares will be cancelled without payment of any consideration from the Company therefor, (c) the Dissenting Shares will be cancelled and will entitle the former holders thereof to receive the fair value thereon determined in accordance with the provisions of Section 238 of the CICA, (d) each outstanding vested Company Option will be cancelled and converted into the right to receive an amount in cash equal to (i) the excess of the Merger Consideration over the per share exercise price of such vested Company Option, multiplied by (ii) the number of Ordinary Shares underlying such vested Company Option, and (e) each unvested Company Option will be cancelled in exchange for the right to receive an employee incentive award to replace such unvested Company Option, pursuant to terms and conditions to be determined by BCPE Chivalry Topco Limited (“Topco”), an exempted company incorporated with limited liability under the laws of the Cayman Islands and an affiliate of the BCPE Reporting Persons.

Following the consummation of the Merger, the Company will become a wholly owned subsidiary of Parent. In addition, if the Merger is consummated, the ADSs will no longer be listed on the Nasdaq Global Select Market, the Company’s obligations to file periodic reports under the Act will be terminated, and the Company will be privately held by the Investors (as defined below).

It is anticipated that approximately US$3.99 billion will be expended to complete the transactions contemplated by the Merger Agreement, including the Merger (the “Transactions”), and settle the transaction costs associated with the Transactions. The Transactions will be funded through a combination of (a) the proceeds from committed senior term loan facilities contemplated by a debt commitment letter dated June 28, 2023 (the “Debt Commitment Letter”) by and among Merger Sub, Shanghai Pudong Development Bank Co., Ltd. Lujiazui Sub-branch (上海浦东发展银行股份有限公司陆家嘴支行) and Industrial Bank Co., Ltd. Shanghai Branch (兴业银行股份有限公司上海分行) (collectively, the “Arrangers and Underwriters”), (b) the cancellation of all or a portion of the Ordinary Shares (including Ordinary Shares represented by ADSs) held by the BCPE Reporting Persons, the BCC Reporting Persons, Boloria Investments Holding B.V. (“APG”), Zeta Cayman Limited (“SK”) and Mr. Chengyan Liu (collectively, the “Rollover Shareholders” and each, a “Rollover Shareholder”, and such Ordinary Shares deemed contributed to Parent by the Rollover Shareholders, the “Rollover Shares”) at the Effective Time for no consideration from the Company and the receipt by the Rollover Shareholders of newly issued shares of Topco (each, a “Topco Share”), pursuant to the terms and subject to the conditions of the applicable Support Agreement (as defined below), and (c) the cash contributions contemplated by the equity commitment letters, each dated as of August 11, 2023 (collectively, the “Equity Commitment Letters”), by and between Parent and each of Bain Capital Asia

Fund V, L.P., an affiliate of the BCPE Reporting Persons (the “BCPE Sponsor”), and Keppel Funds Investments Pte. Ltd. (“Keppel”, together with BCPE Chivalry Newco, L.P., an affiliate of the BCPE Reporting Persons, and the Rollover Shareholders, each, an “Investor” and collectively, the “Investors”), pursuant to which each of the BCPE Sponsor and Keppel has agreed, subject to the terms and conditions thereof, to provide equity contribution in the amount of US$251,905,969 and US$91,243,684, respectively, for the purpose of funding the aggregate Merger Consideration, any other amounts required to be paid by Parent or Merger Sub in connection with the consummation of the Transactions pursuant to the Merger Agreement and other fees and expenses incurred by Parent or Merger Sub in connection with the Transactions.

Under the terms and subject to the conditions of the Debt Commitment Letter, the Arrangers and Underwriters have committed to arrange and underwrite senior term loan facilities of US$1,650,000,000 (or its RMB equivalent) to finance, among other things, a portion of the consideration payable for the Merger.

Concurrently with the execution of the Merger Agreement, the Investors entered into support agreements, dated as of August 11, 2023 (each, a “Support Agreement” and collectively, the “Support Agreements”) with Topco and Parent, whereby, among other things, subject to the terms and conditions of the applicable Support Agreement, the Investors (as applicable) have agreed to (a) vote any equity securities of the Company held by such Investors, together with any equity securities of the Company acquired by such Investors after the date of the Support Agreements, in favor of the approval of the Merger Agreement, the Merger and the other Transactions, and to take certain other actions in furtherance of the Transactions, (b) have the Rollover Shares (including Rollover Shares represented by ADSs) beneficially owned by such applicable Investors cancelled at the Effective Time for no consideration from the Company and receive newly issued Topco Shares, at or immediately prior to the Effective Time, (c) make a cash contribution in accordance with the Equity Commitment Letters and to subscribe for newly issued Topco Shares at or immediately prior to the Effective Time, and (d) act in accordance with certain terms and conditions that will govern the actions of Topco, Parent, Merger Sub and such Investors with respect to the Transactions.

Concurrently with the execution of the Merger Agreement, each of the BCPE Sponsor, BCPE Stack, BCPE Bridge, ESOP Holdco, Bridge Management (collectively “Bain Guarantors”) and Keppel executed and delivered a limited guaranty (collectively, the “Limited Guaranties”) in favor of the Company with respect to a portion of the payment obligations of Parent under the Merger Agreement for the termination fee that may become payable to the Company by Parent under certain circumstances and certain costs and expenses, as set forth in the Merger Agreement and the Limited Guaranties.

References to the Merger Agreement, the Support Agreement entered into by the Reporting Persons and BCPE Chivalry Newco, L.P., the Limited Guaranties issued and delivered by each of the Bain Guarantors, the Equity Commitment Letter issued and delivered by the BCPE Sponsor, and the Debt Commitment Letter are qualified in their entirety by reference to the Merger Agreement, the Support Agreement entered into by the Reporting Persons and BCPE Chivalry Newco, L.P., the Limited Guaranties issued and delivered by each of the Bain Guarantors, the Equity Commitment Letter issued and delivered by the BCPE Sponsor, and the Debt Commitment Letter, copies of which are attached hereto as Exhibits C, D, E, F and G, and incorporated herein by reference in their entirety.

Other than as described above, the Reporting Persons do not currently have any plans or proposals that relate to, or would result in, any of the matters listed in Items 4(a)-(j) of Schedule 13D, although, depending on the factors discussed herein, the Reporting Persons may change their purpose or formulate different plans or proposals with respect thereto at any time.

Item 5. Interest in Securities of the Issuer.

As a result of entering into the Support Agreements, the BCPE Reporting Persons and BCC Reporting Persons may be deemed to be members of a “group” with AGP, SK and Mr. Chengyan Liu (collectively, the “Other Rollover Shareholders”) pursuant to Section 13(d) of the Act, who are separately reporting beneficial ownership on Schedules 13D. As of August 11, 2023, APG beneficially owns 64,506,034 Class A Ordinary Shares, SK beneficially owns 55,290,887 Class A Ordinary Shares, and Mr. Chengyan Liu beneficially owns 32,018,466 Class A Ordinary Shares represented by 16,009,233 ADSs.

The rights of the holders of the Class A Ordinary Shares and Class B Ordinary Shares are substantially identical, except with respect to voting and conversion rights. Each Class A Ordinary Share is entitled to one vote, and each Class B Ordinary Share is entitled to 15 votes and is convertible into one Class A Ordinary Share at any time by the holder thereof. Class A Ordinary Shares are not convertible into Class B Ordinary Shares under any circumstances. In addition, all of the Class B Ordinary Shares held by the BCC Reporting Persons will automatically and immediately convert into an equal number of Class A Ordinary Shares on the earlier of (i) such date when the number of Ordinary Shares held by them and their affiliates (taken as a whole) falls below 10% of the Company’s aggregate number of Ordinary Shares then outstanding and (ii) October 2, 2025.

Accordingly, the Reporting Persons and the Other Rollover Shareholders, as a group, would collectively own 481,464,108 Class A Ordinary Shares in the aggregate, representing 154,802,607 Class A Ordinary Shares (including 35,005,686 Class A Ordinary Shares represented by 17,502,843 ADSs) and 326,661,501 Class A Ordinary Shares issuable upon conversion of 326,661,501 Class B Ordinary Shares held by the group. Such aggregate ownership represents 65.67% of the outstanding Class A Ordinary Shares and 95.26% of the total voting power of the Ordinary Shares (Class A Ordinary Shares and Class B Ordinary Shares, which vote together) as of August 11, 2023.

However, each Reporting Person expressly disclaims beneficial ownership of the Class A Ordinary Shares beneficially owned (or deemed to be beneficially owned) by any of the Other Rollover Shareholders and neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission that any of the Reporting Persons beneficially owns any Class A Ordinary Shares that are beneficially owned (or deemed to be beneficially owned) by any of the Other Rollover Shareholders. The Reporting Persons are only responsible for the information contained in this Schedule 13D and assume no responsibility for information contained in the Schedules 13D filed by the Other Rollover Shareholders. The filing of this Schedule 13D shall not be construed as an admission that any of the Reporting Persons is, for purposes of Section 13(d) or 13(g) of the Act or for any other purpose, the beneficial owner of any securities (other than the securities directly held by such Reporting Person) covered by this Schedule 13D.

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

The information disclosed under Item 4 above is hereby incorporated by reference into this Item 6.

Except as described above or elsewhere in this Schedule 13D or incorporated by reference in this Schedule 13D, there are no contracts, arrangements, understandings or relationships (legal or otherwise) between the Reporting Persons or, to the best of their knowledge, any other person with respect to any securities of the Company, including, but not limited to, transfer or voting of any securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or losses, or the giving or withholding of proxies.

Item 7. Material to be Filed as Exhibits.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: August 16, 2023

SCHEDULE A

EXECUTIVE OFFICERS AND DIRECTORS

BCPE Stack ESOP Holdco Limited

The names of the directors and the names and titles of the executive officers of BCPE Stack ESOP Holdco Limited and their principal occupations are set forth below. The business address of Mr. Zhongjue Drew Chen is Suite 2501, Level 25, One Pacific Place, 88 Queensway, Admiralty, Hong Kong S.A.R., China and the business address of Ms. Krista Snow and Mr. David Benjamin Gross-Loh is 200 Clarendon Street, Boston, Massachusetts 02116.

Bain Capital Credit Member II, Ltd.

The names of the directors and the names and titles of the executive officers of Bain Capital Credit Member II, Ltd. and their principal occupations are set forth below. The business address of Mr. Jeffrey Hawkins, Mr. Michael Treisman and Mr. Andrew Viens is 200 Clarendon Street, Boston, Massachusetts 02116.

Exhibit 99.A

AGREEMENT REGARDING THE JOINT FILING OF SCHEDULE 13D

The undersigned being duly authorized thereunto, hereby execute this agreement as an exhibit to this Schedule 13D to evidence the agreement of the below-named parties in accordance with the rules promulgated pursuant to the Securities Exchange Act of 1934, as amended, to file this Schedule 13D (including amendments thereto) jointly on behalf of each such party.

Dated: August 16, 2023

Exhibit 99.B

August 2, 2023

The Special Committee of the Board of Directors (the “Special Committee”)

Chindata Group Holdings Limited

No. 47 Laiguangying East Road,

Chaoyang District, Beijing, 100012

The People’s Republic of China

Dear Sirs:

Further to our preliminary non-binding proposal dated June 6, 2023 (the “Original Proposal”) regarding our proposed acquisition (the “Acquisition”) of Chindata Group Holdings Limited (the “Company”), we hereby submit the following updated proposal (the “Updated Proposal”). Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Original Proposal.

We hereby increase the proposed purchase price payable in the Acquisition for each ordinary share of the Company, par value $0.00001 per share, to US$4.3 in cash, or US$8.6 in cash for each ADS (in each case other than those ADSs or ordinary shares of the Company that may be rolled over in connection with the Acquisition) (the “Revised Purchase Price”). Please note that the Revised Purchase Price is being submitted to you on the condition that the remaining outstanding issues in the Definitive Agreements are agreed upon and finalized by us and the Special Committee on behalf of the Company.

We confirm that we are in advanced discussions with certain shareholders of the Company and third-party strategic investors regarding their rollover and investment arrangements in connection with the Acquisition with a view to finalizing such arrangements in the next a few days. To the extent that any of such arrangements is not finalized by then, we expect our funds to provide the remaining equity necessary for consummation of the Acquisition.

The Updated Proposal represents our best and final offer to the Special Committee, and we are prepared to finalize and enter into the Definitive Agreements on an expedited basis.

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Exhibit 99.D

EXECUTION VERSION

SUPPORT AGREEMENT

This SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of August 11, 2023, by and among BCPE Chivalry Topco Limited, an exempted company with limited liability incorporated under the Laws of the Cayman Islands (“Topco”), BCPE Chivalry Bidco Limited, an exempted company with limited liability incorporated under the Laws of the Cayman Islands (“Parent”) and the person(s) listed in the column titled “Investor(s)” on Schedule A hereto (each, an “Investor” and collectively, the “Investors”). Topco, Parent and the Investors shall be referred to hereinafter collectively as the “Parties” and each a “Party.” Unless otherwise defined herein, capitalized terms used but not defined herein shall have the meanings assigned to them in the Merger Agreement (as defined below).

WITNESSETH:

WHEREAS, concurrently with the execution and delivery of this Agreement, Parent, BCPE Chivalry Merger Sub Limited, an exempted company with limited liability incorporated under the Laws of the Cayman Islands and a direct wholly-owned subsidiary of Parent (“Merger Sub”), and Chindata Group Holdings Limited, an exempted company with limited liability incorporated under the Laws of the Cayman Islands (the “Company”), entered into an Agreement and Plan of Merger, dated as of the date hereof (the “Merger Agreement”), pursuant to which Merger Sub will be merged with and into the Company, with the Company continuing as the surviving company and becoming a wholly-owned subsidiary of Parent (the “Merger”), upon the terms and subject to the conditions set forth in the Merger Agreement;

WHEREAS, as of the date hereof, each Investor (to the extent applicable) is the Beneficial Owner (as defined below) of the Owned Securities set forth opposite such Investor’s name on Schedule A hereto;

WHEREAS, in order to induce Parent and Merger Sub to enter into the Merger Agreement and consummate the Merger and the other Transactions contemplated by the Merger Agreement, each Investor has agreed, upon the terms and conditions set forth herein, to enter into this Agreement and abide by (a) to the extent such Investor Beneficially Owns any Covered Securities (as defined below) prior to the Expiration Time (as defined below), the covenants and obligations applicable to a Supporting Shareholder set forth herein, including those set forth in Article II; (b) to the extent such Investor agrees to roll over a portion or all of the Covered Securities Beneficially Owned by it pursuant to the terms and conditions of this Agreement, the covenants and obligations applicable to a Rollover Shareholder set forth herein, including those set forth in Article III and Section 6.6; (c) to the extent such Investor or its Affiliate(s) agree to execute and deliver an Equity Commitment Letter, pursuant to which such Investor or its applicable Affiliate(s) will make Cash Contribution on the terms and subject to the conditions set forth therein, the covenants and obligations applicable to a Sponsor set forth herein, including those set forth in Article IV; and (d) the other covenants and obligations set forth herein;

WHEREAS, each Investor acknowledges that Parent and Merger Sub are entering into the Merger Agreement in reliance on the representations, warranties, covenants and other agreements of such Investor set forth in this Agreement; and

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WHEREAS, in order to induce each Investor to enter into this Agreement and consummate the transactions contemplated hereby, each of Topco and Parent has agreed, upon the terms and conditions set forth herein, to enter into this Agreement and abide by its covenants and obligations set forth herein.

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements contained herein, and intending to be legally bound hereby, the Parties hereto agree as follows:

ARTICLE I

EXCLUSIVITY

Section 1.1 Exclusivity. During the period beginning on the date hereof and ending on the earlier of (x) the Effective Time and (y) the termination of the Merger Agreement pursuant to and in compliance with the terms thereof (such earlier time, the “Expiration Time”), each Investor shall and shall cause its Affiliates to:

(a) work exclusively with Parent and its Affiliates to implement the Transactions, including to (i) evaluate the Company and its business and (ii) prepare, negotiate and finalize the Transaction Documents (to the extent not finalized or executed prior to the date hereof);

(b) not, shall cause its Affiliates not to and shall use its reasonable best efforts to cause its Representatives (subject to, in the case of a Representative who is a director of the Company or any of its subsidiaries and solely in such Representative’s capacity as a director, his or her fiduciary duties) not to, directly or indirectly, either alone or with or through any authorized Representatives (i) make an Acquisition Proposal, or solicit, encourage, facilitate or join with or invite any other Person to be involved in the making of, any Acquisition Proposal, (ii) provide any information to any Third Party with a view to the Third Party or any other person pursuing or considering to pursue an Acquisition Proposal, (iii) finance or offer to finance any Acquisition Proposal, including by offering any equity or debt finance, or contribution of Covered Securities or provision of a voting agreement, in support of any Acquisition Proposal, (iv) enter into any written or oral agreement, arrangement or understanding (whether legally binding or not) regarding, or do, anything that is directly inconsistent with the provisions of this Agreement, the Merger Agreement or the Transactions, (v) take any action that would reasonably be expected to have the effect of preventing, disabling or delaying such Investor from performing its obligations under this Agreement, or (vi) solicit, encourage, facilitate, induce or enter into any negotiation, discussion, agreement or understanding (whether or not in writing and whether or not legally binding) with any other person regarding the matters described in paragraphs (ii) through (iv) of this Section 1.1(b);

(c) immediately cease and terminate, and cause to be ceased and terminated, all existing activities, discussions, conversations, negotiations and other communications with all Persons conducted heretofore with respect to an Acquisition Proposal; and

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(d) promptly notify Parent if it or, to its knowledge, any of its Representatives receives any approach or communication with respect to any Acquisition Proposal, including in such notice the identity of the other Persons involved and the nature and content of the approach or communication, and provide Parent with copies of any written communication.

ARTICLE II

VOTING

Section 2.1 Agreement to Vote; Irrevocable Proxy.

(a) Subject to the terms and conditions set forth herein, each Supporting Shareholder hereby irrevocably and unconditionally agrees that from and after the date hereof until the Expiration Time, at any annual or extraordinary general meeting of the shareholders of the Company and at any other meeting of the shareholders of the Company, however called, including any adjournment, recess or postponement thereof, in connection with any written consent of the shareholders of the Company and in any other circumstance upon which a vote, consent or other approval of all or some of the shareholders of the Company is sought in respect of any of the matters described in clauses (ii) through (v) below, such Supporting Shareholder shall (solely in its capacity as Beneficial Owner of its Covered Securities), and shall cause any registered holder of its Covered Securities to, in each case to the extent that the Covered Securities are entitled to vote thereon or consent thereto:

(i) appear at each such meeting or otherwise cause all of such Supporting Shareholder’s Covered Securities to be counted as present thereat in accordance with procedures applicable to such meeting so as to ensure such Supporting Shareholder and each other registered holder of such Supporting Shareholder’s Covered Securities is duly counted for purposes of calculating a quorum and for purposes of recording the result of any applicable vote or consent and respond to each request by the Company for written consent, if any;

(ii) vote, or cause to be voted, whether on a show of hands or a poll and whether in person or by proxy, or deliver, or cause to be delivered, a written consent covering, all of such Supporting Shareholder’s Covered Securities (A) in favor of the approval, adoption and authorization of the Merger Agreement, the Plan of Merger and the Transactions, including the Merger, (B) in favor of any other matters required to consummate the Transactions, including the Merger, (C) against any Acquisition Proposal or any other transaction, proposal, agreement or action made in opposition to the Merger or in competition or inconsistent with the Transactions, including the Merger, and (D) against any other action, agreement or transaction that is intended to facilitate an Acquisition Proposal or is intended to or could reasonably be expected to prevent, impede, or, in any material respect, interfere with, delay or adversely affect the Transactions, including the Merger, or the performance by such Supporting Shareholder of its obligations under this Agreement;

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(iii) vote, or cause to be voted, whether on a show of hands or a poll and whether in person or by proxy, or deliver, or cause to be delivered, a written consent covering, all of such Supporting Shareholder’s Covered Securities against any action, proposal, transaction or agreement that would reasonably be expected to result in a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of the Company contained in the Merger Agreement, or of such Supporting Shareholder contained in this Agreement;

(iv) vote, or cause to be voted, whether on a show of hands or a poll and whether in person or by proxy, or deliver, or cause to be delivered, a written consent covering, all of such Supporting Shareholder’s Covered Securities in favor of any other matter necessary to effect the Transactions, including the Merger, or otherwise reasonably requested by Parent in order to consummate the Transactions, including the Merger; and

(v) vote, or cause to be voted, whether on a show of hands or a poll and whether in person or by proxy, or deliver, or cause to be delivered, a written consent covering, all of such Supporting Shareholder’s Covered Securities in favor of any adjournment or postponement of the Shareholders Meeting or any other annual or extraordinary general meeting of the shareholders of the Company, however called, at which any of the matters described in paragraphs (ii) through (iv) of this Section 2.1(a) is to be considered (and any adjournment or postponement thereof) as may be reasonably requested by Parent.

(b) Subject to the terms and conditions set forth herein, each Supporting Shareholder shall, from and after the date hereof, retain at all times the right to vote or consent with respect to such Supporting Shareholder’s Covered Securities in such Supporting Shareholder’s sole discretion and without any other limitation on those matters, other than those limitations contained in Section 2.1(a) hereof.

(c) The obligations of each Supporting Shareholder set forth in this Section 2.1 are irrevocable.

Section 2.2 Waiver of Rights. Each Supporting Shareholder hereby irrevocably and unconditionally (a) waives, and agrees not to exercise, to cause to be waived and to prevent the exercise of, any dissenters’ rights, rights of appraisal and any similar rights relating to the Merger and any other Transactions that such Supporting Shareholder or any other Person may have by virtue of, or with respect to, any of such Supporting Shareholder’s Covered Securities (including any rights under Section 238 of the CICA); and (b) agrees not to commence or join in, or knowingly facilitate, assist or encourage, and agrees to take all actions necessary to opt out, any claim, derivative or otherwise, against Topco, Parent, Merger Sub, the Company, or any of their respective Affiliates, successors or directors relating to the Transactions or the negotiation, execution or delivery of this Agreement or the Merger Agreement, in each case in connection with any claim (i) challenging the validity of, or seeking to enjoin the operation of, any provision of this Agreement or the Merger Agreement, or (ii) alleging any breach of any fiduciary duty of the Board of Directors in connection with the negotiation, execution and delivery of the Merger Agreement or the consummation of the Transactions, including the Merger.

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Section 2.3 Grant of Irrevocable Proxy. Each Supporting Shareholder hereby irrevocably and unconditionally grants a proxy to, and appoints, Parent and/or any designee of Parent, and each of them individually, as such Supporting Shareholder’s proxies and attorneys-in-fact, with full power of substitution and re-substitution, for and in such Supporting Shareholder’s name, place and stead, to vote, act by written consent or execute and deliver a proxy, solely in respect of the matters described in, and in accordance with, Section 2.1(a), and to vote or grant a written consent with respect to the Covered Securities provided in Section 2.1(a). This irrevocable proxy and power of attorney is given in connection with, and in consideration of, the execution of the Merger Agreement and the Transactions, and that such irrevocable proxy is given to secure the performance of the duties of such Supporting Shareholder under this Agreement. Each Supporting Shareholder hereby (a) affirms that such irrevocable proxy is (i) coupled with an interest, and (ii) subject to the last sentence of this Section 2.3, executed and intended to be irrevocable in accordance with the provisions of the Laws of the State of New York, and (b) revokes any and all prior proxies granted and voting undertakings delivered by such Supporting Shareholder with respect to the Covered Securities to the extent such prior proxies granted and voting undertakings conflict with or are inconsistent with the proxies granted under this Section 2.3 and no subsequent proxy or voting undertaking shall be given by such Supporting Shareholder (and if given shall be ineffective). Each Supporting Shareholder shall take such further action or execute such other instruments as may be requested by Parent in accordance with the relevant provisions of the Laws of the State of New York or any other Law to effectuate the intent of this proxy. The power of attorney granted by such Supporting Shareholder herein is a durable power of attorney and, so long as Parent has the interest secured by such power of attorney or the obligations secured by such power of attorney remain undischarged, the power of attorney shall not be revoked by the dissolution, bankruptcy, death or incapacity of such Supporting Shareholder. The proxy and power of attorney granted hereunder shall automatically and without further action by the Parties terminate upon the termination of this Agreement in accordance with its terms.

ARTICLE III

ROLLOVER SHARES

Section 3.1 Irrevocable Election. The execution of this Agreement by each Rollover Shareholder evidences the irrevocable election and agreement by such Rollover Shareholder to contribute its Rollover Shares to Topco in consideration of a corresponding amount of newly issued Topco Shares, followed by a contribution of such Rollover Shares by Topco to Parent. For administrative convenience, such contributions shall be effected by way of (a) cancellation of its Rollover Shares for no cash consideration in accordance with Section 3.2 and (b) the subscription for newly issued Topco Shares at par value in accordance with Section 3.3, in each case, on and subject to the terms and conditions set forth herein.

Section 3.2 Cancellation of Rollover Shares. Subject to the terms and conditions set forth herein, each Rollover Shareholder irrevocably agrees that (a) its Rollover Shares (including those represented by ADSs) shall be cancelled for no consideration at the Effective Time in accordance with Section 2.1(c) of the Merger Agreement, and (b) other than its Rollover Shares, all the remaining Covered Securities of such Rollover Shareholder, if any, shall be treated as set forth in Sections 2.1(a) and 2.1(b) of the Merger Agreement and not be affected by the provisions of this Agreement. Each Rollover Shareholder shall take all actions necessary to cause its Rollover Shares (including those represented by ADSs) to be treated as set forth herein.

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Section 3.3 Subscription of Rollover Consideration. At or immediately prior to the Closing, and without prejudice to any additional Topco Shares that such Rollover Shareholder may receive in respect of any cash contributions, in consideration for the cancellation of the Rollover Shares (including those represented by ADSs), Topco shall issue or cause to be issued to such Rollover Shareholder (or, at direction of such Rollover Shareholder, to the Person in the column titled “Designated Person” opposite such Rollover Shareholder’s name on Schedule A hereto or, subject to completion by Topco or its Affiliates of any anti-money laundering, know-your-client or similar procedure, to any Affiliate of such Rollover Shareholder as such Rollover Shareholder may designate in writing), and such Rollover Shareholder or its designated Person (as applicable) shall subscribe for, its Rollover Consideration at a per share subscription price equal to its par value. Each Rollover Shareholder hereby acknowledges and agrees that such Rollover Shareholder shall have no right to any consideration as provided in the Merger Agreement in respect of the Rollover Shares (including those represented by ADSs) held by such Rollover Shareholder.

Section 3.4 Rollover Closing. Subject to the terms and conditions set forth herein and the satisfaction in full (or waiver, if permissible) of all of the conditions set forth in Article VII of the Merger Agreement, other than conditions that by their nature are to be satisfied at the Closing (but subject to the satisfaction or waiver of such conditions at the Closing), the closing of the subscription by, and issuance to, a Rollover Shareholder or its designated Person (as applicable) of Rollover Consideration contemplated hereby shall take place at or immediately prior to the Closing (the “Rollover Closing”). For the avoidance of doubt, the cancellation of the Rollover Shares (including those represented by ADSs) shall only take place at the Effective Time in accordance with Section 3.1, notwithstanding the fact that the Rollover Closing may take place prior to the Effective Time. On the date of the Rollover Closing, Topco shall deliver to each Rollover Shareholder or its designated Person (as applicable) a certified true copy of Topco’s updated register of members reflecting the ownership of such Rollover Shareholder or its designated Person (as applicable) of the Rollover Consideration.

Section 3.5 Deposit of Rollover Shares. Subject to the terms and conditions set forth herein, each Rollover Shareholder agrees that, no later than five (5) Business Days prior to the Closing, such Rollover Shareholder and any agent of such Rollover Shareholder holding any certificates evidencing such Rollover Shareholder’s Rollover Shares shall deliver or cause to be delivered to Parent, for disposition in accordance with the terms of this Agreement, certificates, if any, representing such Rollover Shareholder’s Rollover Shares, and such certificates shall be held by Parent or any agent authorized by Parent until the Closing. To the extent that any Rollover Shares are held in street name or otherwise represented by ADSs, such Rollover Shareholder shall execute such instruments and take such other actions, in each case, as are reasonably requested by Parent to reflect or given effect to the cancellation of such Rollover Shares in accordance with this Agreement and the Merger Agreement.

Section 3.6 Tax Treatment. The Parties acknowledge and agree that, for U.S. federal income tax purposes, the Rollover Shares shall be (A) treated as contributed by the Rollover Shareholders to Topco in consideration of a corresponding amount of newly issued Topco Shares in an exchange described in Section 721 of the Code, followed by (B) contributed by Topco to Parent in an exchange described in Section 351 of the Code. Solely for U.S. federal income tax purposes, the Parties hereto shall not take any action inconsistent therewith unless otherwise required pursuant to a final “determination” as defined in Section 1313 of the Code.

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ARTICLE IV

CASH CONTRIBUTION

Section 4.1 Equity Financing. Parent shall have the right to enforce the provisions of the Equity Commitment Letter executed and delivered by the Sponsor or its Affiliate(s) in accordance with the terms of the Merger Agreement and such Equity Commitment Letter. The Sponsor shall, and shall cause each of its Affiliates to, execute and deliver to Parent its applicable Equity Commitment Letter on the date hereof and comply with its obligations under such Equity Commitment Letter.

Section 4.2 Subscription of Cash Contribution Consideration. Subject to the terms and conditions set forth herein and the Equity Commitment Letter, at or immediately prior to the Closing, and without prejudice to any additional Topco Shares that a Sponsor may receive in respect of its Rollover Shares, Topco shall issue or cause to be issued to such Sponsor (or, at direction of such Sponsor, to the Person in the column titled “Designated Person” opposite such Sponsor’s name on Schedule A hereto or, subject to completion by Topco or its Affiliates of any anti-money laundering, know-your-client or similar procedure, to any Affiliate of such Sponsor as such Sponsor may designate in writing), and such Sponsor or its designated Person (as applicable) shall subscribe for, its Cash Contribution Consideration for an aggregate subscription price equal to the Cash Contribution.

Section 4.3 Cash Contribution Closing. Subject to the terms and conditions set forth herein and the Equity Commitment Letter and the satisfaction in full (or waiver, if permissible) of all of the conditions set forth in the Equity Commitment Letter, the closing of the subscription by, and issuance to, the Sponsor or its designated Person (as applicable) of Cash Contribution Consideration contemplated hereby (the “Cash Contribution Closing”) shall take place at or immediately prior to the Closing. On the date of the Cash Contribution Closing:

(a) the Sponsor shall: (i) make or cause to be made the Cash Contribution by wire transfer of U.S. dollars in immediately available funds to one or more bank accounts designated by the Parent, the details of which shall have been provided to such Sponsor at least ten (10) Business Days prior to the Cash Contribution Closing, in full satisfaction of such Sponsor or its relevant Affiliate’s payment under this Agreement and the Equity Commitment Letter; and (ii) deliver to the Parent documentation evidencing the giving of wiring instructions to make such payment, and the payment of the Cash Contribution by the Sponsor to the Parent pursuant to this Section 4.3(a) shall constitute complete satisfaction of such Sponsor’s payment obligation to Topco for the Topco Shares to be issued to the Sponsor as Cash Contribution Consideration at the Cash Contribution Closing.

(b) Topco shall deliver to the Sponsor or its designated Person (as applicable) a certified true copy of Topco’s updated register of members reflecting the ownership of such Sponsor or its designated Person (as applicable) of the Cash Contribution Consideration.

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ARTICLE V

REPRESENTATIONS AND WARRANTIES

Section 5.1 Representations and Warranties of the Investor. Each Investor represents and warrants to Topco and Parent, severally and not jointly, as follows:

(a) such Investor has the full legal right and capacity and all requisite power and authority to execute and deliver this Agreement and perform such Investor’s obligations hereunder and to consummate the transactions contemplated by this Agreement, and no other actions or proceedings on the part of such Investor are necessary to authorize the execution and delivery by it of this Agreement, the performance by it of its obligations hereunder or the consummation by it of the transactions contemplated by this Agreement;

(b) this Agreement has been duly authorized (if applicable), executed and delivered by such Investor and, assuming due authorization, execution and delivery by Parent, constitutes a legal, valid and binding agreement of such Investor enforceable against such Investor in accordance with its terms, except as enforcement may be limited by the Bankruptcy and Equity Exception;

(c) except for the applicable requirements of the Exchange Act and any other United States federal securities Law and Laws of the Cayman Islands, (i) no filing with, and no permit, authorization, consent or approval of, any Governmental Entity is necessary on the part of such Investor for the execution, delivery and performance of this Agreement by such Investor or the consummation by such Investor of the transactions contemplated hereby, and (ii) neither the execution, delivery or performance of this Agreement by such Investor, nor the consummation by such Investor of the transactions contemplated hereby, nor compliance by such Investor with any of the provisions hereof shall (A) if such Investor is not a natural person, conflict with or violate any provision of the organizational documents of any such Investor, (B) result in any breach or violation of, or constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on property or assets of such Investor pursuant to, any Contract to which such Investor is a party or by which such Investor or any property or asset of such Investor is bound or affected, (C) violate any Law applicable to such Investor or any of such Investor’s properties or assets or (D) otherwise require the consent or approval of any other Person pursuant to any Contract binding on such Investor or its properties or assets;

(d) there are no Actions or Order pending or, to the knowledge of such Investor, threatened against such Investor that could impair the ability of such Investor to timely perform its or his obligations hereunder or to consummate the transactions contemplated hereby on a timely basis;

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(e) (i) (A) To the extent it is a Rollover Shareholder, such Investor or an Affiliate of such Investor has and, immediately prior to the Rollover Closing, will have Beneficial Ownership of and has and, immediately prior to the Rollover Closing, will have good and valid title to its Covered Securities (including for the avoidance of doubt all of its or his Rollover Shares), free and clear of any Liens (other than any Liens pursuant to this Agreement, or arising under the Memorandum and Articles of Association and applicable securities Law), and (B) to the extent it is a Supporting Shareholder, such Investor has the voting power, power of disposition and power to agree to all of the matters set forth in this Agreement with respect to its Covered Securities, (ii) as of the date hereof, the Shares as set forth in the column titled “Owned Securities” opposite such Investor’s name on Schedule A hereto (which include any Shares represented by ADSs) constitute all of the Company Securities Beneficially Owned or owned of record by such Investor and/or its Affiliates, and such Investor and its Affiliates do not own, beneficially or of record, any other Company Securities, or any direct or indirect interest therein (including by way of derivative securities), and (iii) such Investor has not taken any action described in Section 6.4 hereof. To the extent such Investor is a Supporting Shareholder, (A) other than the proxies previously granted to Parent or voting or similar undertaking delivered to Parent (which are, by the terms of Section 2.3, revoked to the extent such proxies or voting undertaking conflict with or are inconsistent with the proxies granted under Section 2.3), such Investor has not granted any proxy inconsistent with this Agreement that is still effective or entered into any voting or similar agreement that is still effective, in each case with respect to any of such Investor’s Owned Securities and with respect to all of its Covered Securities at all times through the consummation of the Merger and (B) except as described herein and the Investor Confidentiality Agreements, such Investor is not a party to any agreement, arrangement or commitment (x) relating to the pledge, disposition or voting of any of the Company Securities or (y) that should be disclosed to the Company as a Parent Parties Contract under the Merger Agreement, and the Company Securities are not subject to any voting trust agreement or other Contract to which such Rollover Shareholder is a party restricting or otherwise relating to the voting or Transfer of the Company Securities other than this Agreement;

(f) To the extent it is a Sponsor, such Sponsor or its Affiliate(s) (as applicable) has and will have sufficient cash available at the Cash Contribution Closing to make the Cash Contribution pursuant to the terms and conditions herein and in the Equity Commitment Letter delivered by such Sponsor or its Affiliate(s).

(g) such Investor understands and acknowledges that Parent and Merger Sub are entering into the Merger Agreement in reliance upon such Investor’s execution and delivery of this Agreement and the representations and warranties of such Investor contained herein; and

(h) such Investor has been afforded the opportunity to ask such questions as it or he has deemed necessary of, and to receive answers from, the Representatives of Topco and Parent concerning the terms and conditions of the transactions contemplated hereby and, to the extent such Investor will receive any Topco Share upon the Closing, the merits and risks of owning Topco Shares, and such Investor acknowledges that it or he has been advised to discuss with its own counsel the meaning and legal consequences of such Investor’s representations and warranties in this Agreement and the transactions contemplated hereby.

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Section 5.2 Representations and Warranties of Topco and Parent. Each of Topco and Parent hereby represents and warrants to each Investor, severally and not jointly, as follows:

(a) each of Topco and Parent is an exempted company duly incorporated, validly existing and in good standing under the Laws of the Cayman Islands and has all corporate power and authority to execute, deliver and perform this Agreement, the execution and delivery by each of Topco and Parent of this Agreement, the performance by it of its obligations hereunder and the consummation by it of the transactions contemplated by this Agreement have been duly and validly authorized by each of Topco and Parent, as applicable, and no other actions or proceedings on the part of Topco or Parent are necessary to authorize the execution and delivery by it of this Agreement, the performance by it of its obligations hereunder or the consummation by it of the transactions contemplated by this Agreement (excluding, for the avoidance of doubt, any obligations and Transactions (including the Merger));

(b) this Agreement has been duly executed and delivered by each of Topco and Parent and, assuming due authorization, execution and delivery by such Investor, constitutes a legal, valid and binding agreement of Topco and Parent enforceable against it in accordance with its terms, except as enforcement may be limited by the Bankruptcy and Equity Exception;

(c) except for the applicable requirements of the Exchange Act and any other United States federal securities Law, (i) no filing with, and no permit, authorization, consent or approval of, any Governmental Entity is necessary on the part of Topco or Parent for the execution, delivery and performance of this Agreement by it or the consummation by it of the transactions contemplated hereby, and (ii) neither the execution, delivery or performance of this Agreement by Topco or Parent, nor the consummation by it of the transactions contemplated hereby, nor compliance by it with any of the provisions hereof shall (A) conflict with or violate any provision of the organizational documents of Topco or Parent, (B) result in any breach or violation of, or constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on property or assets of Topco or Parent pursuant to, any Contract to which Topco or Parent is a party or by which Topco or Parent or any property or asset of Topco or Parent is bound or affected, or (C) violate any Law applicable to Topco or Parent or its properties or assets;

(d) at each of the Rollover Closing and the Cash Contribution Closing, the Topco Shares to be issued under this Agreement shall have been duly and validly authorized and when issued and delivered in accordance with the terms hereof, will be validly issued, fully paid and nonassessable, free and clear of all Liens, other than restrictions arising under applicable securities Laws or the organizational documents of Topco;

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(e) at and immediately after the Closing, the authorized share capital of Topco shall consist of 5,000,000 Topco Shares, of which assuming the due performance by such Investor (if such Investor is also a Rollover Shareholder or a Sponsor) of its obligations under this Agreement, the Topco Shares as set forth in Schedule A (including the percentage in the column titled “Percentage” in Schedule A that represents the percentage of the Topco Shares held by the Investor or its designated Person in the outstanding share capital of Topco on a fully diluted basis (without taking into consideration any equity awards issued or to be issued by Topco upon the issuance, vesting, acceleration, exercise, and/or settlement of such equity awards) immediately after the Closing, as may be adjusted in accordance with the following sentence) to be issued pursuant to the terms herein, together with the Topco Shares to be issued pursuant to the Other Support Agreements (as may be adjusted pursuant to terms thereof), shall be all of the Topco Shares outstanding at and immediately after the Closing. The total Topco Shares as of Closing and the percentage of the Topco Shares held by an Investor or its designated Person in the outstanding share capital of Topco immediately after the Closing may be adjusted only (i) if agreed in writing among the Parties hereto or (ii) in the event that additional Topco Shares are to be issued at the Per Share Subscription Price as a result of Topco having determined that additional cash contribution is desirable, including (A) due to an increase in the Merger Consideration, (B) for Topco and/or its subsidiaries to pay any expenses that may be incurred or payable by them in connection with the Transactions or (C) due to the Debt Financing (or any Replacement Debt Financing or Alternative Financing, as the case may be) not being available or not being available in a sufficient amount for Parent and Merger Sub to consummate the Transactions. Except as set forth in the preceding sentence or otherwise agreed to by the Parties in writing, at and immediately after the Closing, there shall be (w) no outstanding share capital of or voting or equity interest in Topco, (x) no options, warrants, or other rights to acquire any share capital of or voting or equity interest in Topco, (y) no outstanding securities exchangeable or exercisable for or convertible into share capital of or voting or equity interest in Topco, and (z) no outstanding rights to acquire or obligations to issue any such options, warrants, other rights or securities of Topco; and

(f) Parent is wholly-owned by Topco. Merger Sub is wholly-owned by Parent. Upon the Closing, the Company will be wholly-owned by Parent.

ARTICLE VI

OTHER COVENANTS AND AGREEMENTS

Section 6.1 Prohibition on Acquisition, Transfer, etc.

(a) Subject to the terms of this Agreement, each Investor represents, covenants and agrees that from and after the date hereof until the Expiration Time, (i) it will not, and it will cause its Affiliates not to, (A) Transfer any of its Covered Securities, or any voting right or power (including whether such right or power is granted by proxy or otherwise) or economic interest therein, or (B) acquire Beneficial Ownership of any Additional Securities, unless such Transfer or acquisition (x) is a Permitted Transfer, (y) has been approved in writing in advance by Topco and Parent, or (z) is an ESOP Transfer and in the case of clause (B), except upon the issuance, vesting, acceleration, exercise and/or settlement of any Company Options or other equity incentive awards under the Company Share Plan or any other equity incentive plan adopted by the Company, and (ii) it does not have any outstanding swap, option, warrant, forward purchase or sale, futures transaction, cap transaction, floor transaction, collar transaction or any other similar transaction (including any option with respect to any such transaction), or a combination of any such transactions, in each case involving any Company Securities (any such transaction, a “Derivative Transaction”), and will not, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise (whether or not in writing), enter into any Derivative Transaction, without the prior written consent of Topco and Parent.

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(b) With respect to each Investor, this Agreement and the obligations hereunder shall attach to the Covered Securities and shall be binding upon any person to which legal or Beneficial Ownership shall pass, whether by operation of Law or otherwise, including, such Investor’s successors or assigns. No Investor may request that the Company register the Transfer of (book-entry or otherwise) any or all of the Covered Securities (whether represented by a certificate or uncertificated), unless such Transfer is made in compliance with this Agreement. Notwithstanding any Transfer of Covered Securities, such Investor shall remain liable for the performance of all of its obligations under this Agreement.

Section 6.2 Additional Securities.

(a) Each Investor covenants and agrees that from and after the date hereof and until the Expiration Time, it shall notify Topco and Parent in writing of the number of Additional Securities the Beneficial Ownership of which is acquired by such Investor or its Affiliates after the date hereof pursuant to Section 6.1(a) as soon as practicable, but in no event later than five (5) Business Days, after such acquisition. Any such Additional Securities shall automatically become subject to the terms of this Agreement and shall constitute “Covered Securities” and, with respect to the Rollover Shareholder only, to the extent any such Additional Securities are Shares, such Shares shall be deemed as “Rollover Shares” of the relevant Rollover Shareholder for all purposes of this Agreement, and Topco and Parent may update Schedule A to reflect the same. Topco and Parent may also update Schedule A to reflect (i) any increase in the number of Shares that constitute Rollover Shares of any Rollover Shareholder upon the exercise, vesting or settlement of any Company Options or other equity incentive awards held by such Rollover Shareholder under the Company Share Plan or any other equity incentive plan adopted by the Company or as a result of any ESOP Transfer, and (ii) any change in the number of Shares that constitute Rollover Shares of any ESOP Entity following any ESOP Transfer.

(b) In the event that any Rollover Shareholder chooses to roll over additional Shares that do not already constitute its Rollover Shares under this Agreement, such Rollover Shareholder shall deliver a written notice specifying the number of such additional Rollover Shares to Topco and Parent in no event later than ten (10) Business prior to the Rollover Closing, and Topco and Parent shall have the right (but not the obligation) to agree to such increase of the number of Rollover Shares by updating Schedule A to reflect the same.

Section 6.3 Share Dividends, etc. In the event of a reclassification, recapitalization, reorganization, share split (including a reverse share split) or combination, exchange or readjustment of shares or other similar transaction, or if any share dividend, subdivision or distribution (including any dividend or distribution of securities convertible into or exchangeable for Shares) is declared, in each case affecting the Covered Securities, the term “Covered Securities” shall be deemed to refer to and include such shares as well as all such share dividends and distributions and any securities of the Company into which or for which any or all of such shares may be changed or exchanged or which are received in such transaction.

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Section 6.4 No Inconsistent Agreements. Subject to the terms of this Agreement, from and after the date hereof and until the Expiration Time, without the prior written consent of Parent, each Investor shall not, and shall cause its or his Affiliates not to, (a) enter into any Contract or other instrument, option or other agreement (except for this Agreement) with respect to, or consent to, a Transfer of, any of the Covered Securities, Beneficial Ownership thereof or any other interest therein, in each case, other than any such Contract or other instrument, option or other agreement with respect to a Permitted Transfer of Covered Securities, (b) create or permit to exist any Lien that could prevent such Investor or its Affiliates from voting the Covered Securities in accordance with this Agreement or from complying in all material respects with the other obligations under this Agreement, other than any restrictions imposed by applicable Law on such Covered Securities and Liens created pursuant to this Agreement, (c) enter into any voting or similar agreement (except for this Agreement) with respect to the Covered Securities or grant any proxy, consent or power of attorney with respect to any of the Covered Securities or (d) take any action, directly or indirectly, that would or would reasonably be expected to (i) result in a breach hereof, (ii) make any representation or warranty of such Investor set forth in Article V untrue or incorrect in any material respect or (iii) prevent, impede or, in any material respect, interfere with, delay or adversely affect the performance by such Investor of its obligations under, or compliance by such Investor with the provisions of, this Agreement.

Section 6.5 Proxy Statement; Schedule 13E-3 and Schedule 13D.

(a) Parent and each Investor shall cooperate to, concurrently with the preparation and filing of the Proxy Statement, together with the Company jointly prepare and file with the SEC the Schedule 13E-3. Each Investor shall provide information reasonably requested by the Company or Parent in connection with the preparation of the Schedule 13E-3. To the knowledge of each Investor, the information supplied by such Investor for inclusion or incorporation by reference in the Proxy Statement, the Schedule 13E-3 or any other filing Parent or the Company is required to make in connection with the Transactions (including the Merger) will not, at the time that such information is provided, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. Parent shall (i) provide each Investor and its counsel a reasonable opportunity to review drafts of the Schedule 13E-3 and Proxy Statement prior to filing the Schedule 13E-3 with the SEC and (ii) consider in good faith all comments thereto reasonably proposed by such Investors, its outside counsel and other Representatives; provided that any disclosure or reference relating to each Investor (or its Affiliates) in the foregoing documents by the Company or Parent shall require prior written consent by such Investor (which consent shall not be unreasonably withheld, delayed or conditioned). If at any time prior to the Effective Time, any Investor discovers any information relating to such Investor or any of its Affiliates, officers or directors that should be set forth in an amendment or supplement to the Proxy Statement and the Schedule 13E-3 so that the Proxy Statement and the Schedule 13E-3 would not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not false or misleading, such Investor shall promptly notify the Parent and the Company.

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(b) Promptly after the execution of this Agreement, each Investor shall cooperate with the Other Investors to prepare and file with the SEC one or more disclosure statements on Schedule 13D or amendments or supplements thereto, as applicable (such disclosure statements, including any amendments or supplements thereto, the “Schedule 13Ds”) relating to this Agreement and other Transaction Documents and the transactions contemplated hereby and thereby to the extent required by applicable Law or the SEC. To the extent legally permissible, (i) each Investor shall (A) provide the Other Investors and their respective counsel a reasonable opportunity to review drafts of the Schedule 13Ds prior to filing the Schedule 13Ds with the SEC and (B) consider in good faith all comments thereto reasonably proposed by the Other Investors and their respective outside counsel, it being understood that failure to provide such prior review or to incorporate any comments shall not in any way limit or preclude such Investor from filing or amending any such Schedule 13D and (ii) Parent shall use its reasonable best effort to procure Other Investors to (x) provide the Investor and its counsel a reasonable opportunity to review drafts of their Schedule 13Ds prior to filing the Schedule 13Ds with the SEC and (y) consider in good faith all comments thereto reasonably proposed by such Investor and its outside counsel, it being understood that failure to provide such prior review or to incorporate any comments shall not in any way limit or preclude Other Investors from filing or amending any such Schedule 13Ds.

(c) Each Investor shall each use its reasonable best efforts to furnish all information concerning such Party and its controlled Affiliates to Parent and the Other Investors that is reasonably necessary for the preparation and filing of the Proxy Statement, the Schedule 13E-3 and the Schedule 13Ds to the extent required by applicable Law or the SEC, and provide such other assistance, as may be reasonably requested by such other party to be included therein and will otherwise reasonably assist and cooperate with the other parties in the preparation, filing and distribution of the Proxy Statement, the Schedule 13E-3 and the Schedule 13Ds, and the resolution of any comments to such filings received from the SEC. Each Investor agrees to permit Parent, the Company or the Other Investors to publish and disclose in the Proxy Statement, the Schedule 13E-3, the Schedule 13Ds or any other filing Parent, the Company or the Other Investors are required to make in connection with the Transactions (including the Merger), its and its Affiliates’ identity and beneficial ownership of the Company Securities and the nature of such Investor’s commitments, arrangements and understandings under this Agreement, the Merger Agreement, the applicable Equity Commitment Letter, the applicable Limited Guaranty or any other agreement or arrangement to which it (or any of its Affiliates) is a party relating to the Transactions, to the extent required by applicable Law or the SEC (or its staff). Parent shall, and shall use its reasonable best effort to procure Other Investors to, each use its commercially reasonable efforts to furnish all information concerning itself and its Affiliates to the Investor necessary for the preparation and filing of the Schedule 13Ds of the Investors to the extent required by applicable Law or the SEC, and provide such other assistance, as may be reasonably requested by the Investors in the preparation and filing of the Schedule 13Ds of the Investors.

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(d) Each Investor agrees that, upon written request of Parent, such Investor shall execute and deliver any additional documents, consents or instruments and take such further actions as may reasonably be deemed by Parent to be necessary to carry out the provisions of this Agreement.

Section 6.6 Shareholders’ Agreement. Topco and the Investors (to the extent such Investor holds any Topco Shares after the Closing) agree to negotiate in good faith with respect to, and enter into concurrently with the Closing, with certain other parties thereto, the Shareholders’ Agreement containing customary terms, and, subject to mutually agreed changes, consistent with the terms set forth on Schedule C hereto. Topco hereby agrees to take (or cause to be taken) all reasonable actions required to be taken, such that (a) the board of directors of Topco has the composition contemplated by Schedule C hereto immediately prior to the Closing, and (b) the equity ownership and voting power of the shareholders of Topco shall be consistent with the terms in Schedule C hereto. In the event that Topco, such Investors and any other party thereto are unable to agree on the terms of the Shareholders’ Agreement, the terms set forth on Schedule C hereto shall govern with respect to the matters set forth therein following the Closing and until such time as Topco, such Investors and the other parties thereto enter into a Shareholders’ Agreement.

Section 6.7 Debt Financing; Approvals.

(a) Each Investor hereby agrees and undertakes that it shall, as promptly as practicable, provide know-your-client information reasonably required by the financial institutions under the Debt Financing Commitment (or any Replacement Debt Financing or Alternative Financing, as the case may be) (the “Debt Financing”).

(b) Each Investor shall cooperate with Parent and to the extent requested by Parent, use, and shall cause such Investor’s Affiliates to use, their respective reasonable best efforts to take or cause to be taken, and do or cause to be done, all things necessary, proper and advisable under this Agreement, the other Transaction Documents, and applicable Laws and Orders to consummate the Transactions, including the Merger, by preparing and filing as promptly as practicable all documentation to effect all necessary notices, reports and other filings and obtaining as promptly as practicable all consents, approvals, registrations, authorizations, waivers, expiration of waiting times, permits and Orders necessary or advisable to be obtained from any third party or any Governmental Entity in order to consummate the Transactions, including the Merger. In furtherance of the foregoing, each Investor shall to the extent requested by Parent, use, and shall cause such Investor’s Affiliates to use, their respective reasonable best efforts to resolve any objections as may be asserted by any Governmental Entity with respect to the Merger and the other Transactions and to avoid the entry of, or effect the dissolution of, any Order (including any injunction, temporary restraining order, or any Order in any suit or proceeding) that would have the effect of preventing the consummation of the Merger and the other Transactions (including by defending any lawsuits or other legal proceedings, whether judicial or administrative, challenging the Merger Agreement, the Merger or the other Transactions). Subject to Section 8.14 and without prejudice to Section 6.5, each Investor shall, upon request by Parent, furnish Parent with all information concerning itself, its Affiliates, directors, officers, shareholders and such other matters as may be reasonably necessary or advisable in connection with any statement, filing, notice or application made by or on behalf of Parent or any of Parent’s Affiliates to any Governmental Entity in connection with the Transactions.

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Section 6.8 Tax. Each Party shall be responsible for its own Taxes and related Tax obligations arising from the Transactions (including Tax filings, payments and other obligations). The Parties shall use their reasonable best efforts to cooperate with Topco, Parent, the Company or the Surviving Company in fulfilling their respective Tax withholding, reporting, registration or similar obligations, if any, in connection with the Transactions.

Section 6.9 Guaranteed Obligations.

(a) Each Investor hereby agrees that (i) concurrently with the execution and delivery of this Agreement, it shall, or shall cause its applicable Affiliate(s) to, execute and deliver to the Company a Limited Guaranty in favor of the Company pursuant to which such Investor or its applicable Affiliate(s) shall agree to guarantee the payment of the Guaranteed Percentage of such Investor or its applicable Affiliate(s) (as defined in its applicable Limited Guaranty) of the Guaranteed Obligations, on the terms and subject to the conditions set forth in its applicable Limited Guaranty, and (ii) subject to Section 6.10(e), it or its applicable Affiliate(s) shall comply with its obligations under its applicable Limited Guaranty.

(b) Each Investor shall reasonably cooperate in defending any claim that the Guarantors are (or any of them is) liable to make payments under the Limited Guaranties. Subject to Section 6.10(b) and Section 6.10(e), in the event that the Company does not enforce all the Limited Guaranties contemporaneously, each Investor shall (if it is a Guarantor) (or shall cause each of its Affiliates that is a Guarantor to) contribute from time to time to the amount paid or payable by other Guarantors in respect of the Limited Guaranties (other than any such amount paid or payable by a Guarantor solely arising from such Guarantor’s breach of its obligations under such Guarantor’s Limited Guaranty) so that after such contributions, each Guarantor shall have always paid an aggregate amount (including contributions made pursuant to this Section 6.9 by such Guarantor or its applicable Affiliate and amounts paid under its Limited Guaranty (other than any such amount paid or payable by a Guarantor solely arising from such Guarantor’s breach of its obligations under such Guarantor’s Limited Guaranty), but net of contributions received from other Guarantors) (the “Contribution Amount”) equal to the product of the aggregate amount paid under all of the Limited Guaranties, multiplied by a fraction, the numerator of which is such Guarantor’s Maximum Amount (as defined in the applicable Limited Guaranty) and the denominator of which is the sum of all the Maximum Amounts (as defined in each applicable Limited Guaranty) of all Guarantors; provided that, subject to the following sentence, in no event shall the Contribution Amount paid or to be paid by each Guarantor exceed such Guarantor’s Maximum Amount as defined under such Guarantor’s Limited Guaranty. Each Investor acknowledges and agrees that it shall not (if it is a Guarantor) (or shall cause each of its Affiliates that is a Guarantor not to) solicit from the Company, or permit the Company to give, any release, amendment or waiver of the Limited Guaranty of such Investor (or such Investor’s Affiliate), unless the Company releases the other Guarantors under their respective Limited Guaranties in the same proportion or amends or waives the provisions of the other Limited Guaranties in the same manner.

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(c) In the event of any increase in the amount of Parent Termination Fee, each Investor shall (if it is a Guarantor) (or shall cause each of its Affiliates that is a Guarantor to), if requested by Parent, agree to an amendment, restatement or replacement to such Investor’s Limited Guaranty, pursuant to which the applicable “Maximum Amount” and “Guaranteed Percentage” as set out in such Limited Guaranty shall be correspondingly increased in connection with such increase in the amount of Parent Termination Fee.

(d) The Bain Shareholders hereby acknowledge and agree that subject to Section 6.10(e) and clause (B) of the penultimate sentence of this paragraph, to the extent the Bain Shareholders have made any payment to Parent or the Company pursuant to the terms and conditions of their applicable Limited Guaranties (the “Bain Limited Guaranties”), upon written notice from the Bain Shareholders jointly (the “Funding Notice”) and reasonable proof of such payment, each of Boloria Investments Holding B.V. Zeta Cayman Limited and Mr. Chengyan Liu (each a “Guaranteed Investor”) shall promptly (and in any event, within ten (10) Business Days) pay or cause to be paid an amount equal to the product of (i) the aggregate amount paid by the Bain Shareholders to Parent or the Company pursuant to the Bain Limited Guaranties (which shall not exceed the product of the Maximum Guaranteed Percentage multiplied by the Guaranteed Obligations in any event and shall exclude any amount actually recovered by the Bain Shareholders from Other Investors pursuant to any Other Support Agreements pursuant to clauses substantially the same as Section 6.10(b)) multiplied by (ii) such Guaranteed Investor’s Guarantee Sharing Percentage by wire transfer of U.S. dollars in immediately available funds to one or more bank accounts designated by the Bain Shareholders in the Funding Notice (with such amount to be allocated between the Bain Shareholders pro rata based on their respective Guaranteed Percentage or otherwise as agreed between the Bain Shareholders). In the event that a Guaranteed Investor has made a payment to the Bain Shareholders in accordance with the foregoing sentence and, subsequently, the Bain Shareholders recover any amount from Other Investors pursuant to any Other Support Agreements pursuant to clauses substantially the same as Section 6.10(b), the Bain Shareholders shall remit a portion of such payment to such Guaranteed Investor so as to put the Bain Shareholders and such Guaranteed Investor in the same position as if the Bain Shareholders had recovered such amount from Other Investors prior to such Guaranteed Investor having made the payment in accordance with the foregoing sentence. For purposes hereof, the “Maximum Guaranteed Percentage” means a quotient expressed as a percentage, the numerator of which is the aggregate amount of the Equity Contribution contemplated to be made by all Guaranteed Investors and their respective Affiliates and the Bain Shareholders and the denominator of which is the aggregate amount of the Equity Contribution contemplated to be made by all of the Investor Group Members and their respective Affiliates, being 82.5% as of the date hereof; and the “Guarantee Sharing Percentage” means, with respect to each Guaranteed Investor, the quotient expressed as a percentage, the numerator of which is the amount of the Equity Contribution contemplated to be made by a Guaranteed Investor and its or his Affiliates, and the denominator of which is the aggregate amount of the Equity Contribution contemplated to be made by all Guaranteed Investors and their respective Affiliates and the Bain Shareholders. This

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Section 6.9(d) shall not apply with respect to a Guaranteed Investor and a Guaranteed Investor shall have no obligation to make any payment pursuant to this Section 6.9(d) if (A) (x) any of the Bain Shareholders or their respective Affiliates breaches its Support Agreement, Equity Commitment Letter, or Limited Guaranty (as applicable), (y) the Merger Agreement is terminated without the Transactions having been consummated and (z) such failure of the Transactions to be consummated is caused by such breach or (B) the Support Agreement of a Guaranteed Investor is terminated pursuant to Section 7.1(d) thereof. For the avoidance of doubt, a Guaranteed Investor shall not be entitled to seek reimbursement with respect to its payment obligations under this Section 6.9(d) from Other Investors pursuant to any Other Support Agreements pursuant to clauses substantially the same as Section 6.10(b) except to the extent it has first paid the relevant amount to the Bain Shareholders pursuant to this Section 6.9(d).

Section 6.10 Expenses. Each Investor hereby agrees that:

(a) upon consummation of the Transactions, Topco and Parent shall cause the Surviving Company or one of its Affiliates to reimburse (or pay on behalf of) (i) the Bain Shareholders and their respective Affiliates all of their out-of-pocket costs and expenses incurred in connection with the Transactions for the benefit of the Investors and the Other Investors, including, without limitation, the fees, expenses and disbursements of advisors engaged by the Bain Shareholders or their applicable Affiliates in connection with the Transactions for the benefit of the Investors and the Other Investors (the “Shared Expenses”), and (ii) the Investors and their respective Affiliates (if this Agreement has not been terminated pursuant to Section 7.1(a) prior to consummation of the Transactions) all of their out-of-pocket costs and expenses incurred in connection with the Transactions for such parties’ own benefit (for the avoidance of doubt, other than the Shared Expenses) (the “Reimbursable Expenses”); provided that the total amount of such parties’ Reimbursable Expenses shall not exceed US$1,000,000. For the avoidance of doubt, the Parent Termination Fee (if any) shall not be part of the Shared Expenses.

(b) Notwithstanding Section 6.10(a), if (x) one or more Investors or their respective Affiliates breach this Agreement, its Equity Commitment Letter, or its Limited Guaranty (as applicable) delivered by such Investor or its Affiliate(s) (including in any circumstance where this Agreement has been terminated pursuant to Section 7.1(a)), (y) the Merger Agreement is terminated without the Transactions having been consummated and (z) such failure of the Transactions to be consummated is caused by such breach, such breaching Investor shall (i) reimburse Topco, Parent, Merger Sub and the non-breaching Other Investors for (i) any fees and costs incurred by such parties and their respective Affiliates in connection with the Transactions, and (ii) reimburse the non-breaching Other Investors who are Guarantors for any Guaranteed Obligations payable to the Company as result of such termination of the Merger Agreement, in each case of clauses (i) and (ii), without prejudice to any rights or remedies otherwise available to Topco, Parent, Merger Sub and the non-breaching Other Investors;

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(c) If the Merger Agreement is terminated without the Transactions having been consummated and the Company pays any Company Termination Fee pursuant to Section 8.2(b) of the Merger Agreement, the Investors (if this Agreement has not been terminated pursuant to Section 7.1(a) prior to such termination of the Merger Agreement) shall be entitled to receive ratably based on such Investor’s Ownership Percentage of the actual amount of the Company Termination Fee paid to Parent (or any of its Affiliates or designees) by the Company pursuant to the Merger Agreement, net of (i) any Shared Expenses incurred and accrued as of and through the date of termination of the Merger Agreement and (ii) any payment if and as required pursuant to Section 6.11(c) of the Merger Agreement and any other payment if and as required to be made by Parent to the Company under the Merger Agreement. For purposes hereof, “Ownership Percentage” means a quotient expressed as a percentage, the numerator of which is the amount of the Equity Contribution contemplated to be made by the Investors and their Affiliates, and the denominator of which is the aggregate amount of the Equity Contribution contemplated to be made by all the Investor Group Members and their respective Affiliates.

(d) If the Merger Agreement is terminated without the Transactions having been consummated (and Section 6.10(b) does not apply), the Investors shall be responsible for (i) any fees and costs incurred by the Investors and their Affiliates in connection with the Transactions (other than any Shared Expenses), and (ii) their Expense Sharing Percentage of the outstanding Shared Expenses (to the extent (if applicable) such Shared Expenses has not been settled in full by the Company Termination Fee pursuant to Section 6.10(c)) incurred as of and through the date of termination of the Merger Agreement, which, for the avoidance of doubt, shall not affect its obligations set forth under Section 6.9 of this Agreement). For purposes hereof, “Expense Sharing Percentage” means, with respect to any Investor Group Member and such Investor Group Member’s Affiliates, a quotient expressed as a percentage, the numerator of which is the amount of the Equity Contribution contemplated to be made by such Investor Group Member and its Affiliates, and the denominator of which is the aggregate amount of the Equity Contribution contemplated to be made by all of the Investor Group Members and their respective Affiliates (except Mr. Chengyan Liu and his Affiliates), which may be adjusted taking into account of any termination of an Investor Group Member’s Support Agreement pursuant to Section 7.1(d) of such Support Agreement based on the mechanism set forth in the following sentence. Notwithstanding anything to the contrary provided under this Section 6.10, if an Investor Group Member’s Support Agreement is terminated pursuant to Section 7.1(d) thereto (in which case such Investor Group Member shall be referred to as the “Non-Consenting Investor”), such Non-Consenting Investor shall bear its Expense Sharing Percentage (prior to taking into account the termination of such Non-Consenting Investor) of the Shared Expenses incurred and accrued as of and through the date of termination of its Support Agreement (the “Termination Date”). Each other Investor Group Member who is not a Non-Consenting Investor shall bear (x) its Expense Sharing Percentage (prior to taking into account the termination of the Non-Consenting Investor(s)) of the remaining Shared Expenses incurred and accrued as of and through the Termination Date, and (y) with respect to the Shared Expenses incurred after the Termination Date, based on its Expense Sharing Percentage as updated to account for the termination of the Non-Consenting Investor(s).

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(e) Notwithstanding anything to the contrary in Section 6.10(d), in the event that (i) (x) Parent and/or Merger Sub intentionally breaches any representation, warranty or covenant under the Merger Agreement, (y) any of the closing conditions set forth in Section 7.1 or 7.3 of the Merger Agreement fails to be satisfied as a result of such intentional breach and (z) the Merger Agreement is terminated without the Transactions having been consummated or (ii) (A) each of the closing conditions set forth in Article VII of the Merger Agreement (other than those conditions that by their nature are to be satisfied only at the Closing, but subject to such conditions being capable of being satisfied if the Closing were to occur) have been satisfied or waived in accordance with the Merger Agreement, (B) the Debt Financing (or any Replacement Debt Financing or Alternative Financing, as the case may be) and all of the Equity Contributions (other than the Equity Contributions to be funded by the Bain Entities) required to be funded on or prior to the Closing to consummate the Transactions have been funded in full (or would be funded in full subject to the occurrence of the Closing), (C) Parent or Merger Sub does not consummate the Merger in accordance with the Merger Agreement, and (D) the Merger Agreement is terminated without the Transactions having been consummated, then in the case of either (i) or (ii), the Investors or their Affiliates shall be responsible for any Guaranteed Obligations that may be payable to the Company. For the avoidance of doubt, any breach by Parent and/or Merger Sub of any representation, warranty or covenant under the Merger Agreement caused by a breach by any Investor Group Member (other than the Bain Entities) of its Support Agreement, Equity Commitment Letter or Limited Guaranty (as applicable) shall be governed by Section 6.10(b) and not by this Section 6.10(e).

ARTICLE VII

TERMINATION

Section 7.1 Termination. Subject to Section 7.2(a), this Agreement shall terminate with respect to all Parties, upon the earliest to occur of:

(a) delivery of written notice from Topco or Parent to the Investors, if there shall have been a material breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of any of such Investors which would or would reasonably be expected to prevent or materially delay the consummation of the Merger;

(b) the consummation of the Merger; and

(c) the termination of the Merger Agreement in accordance with its terms.

Section 7.2 Effect of Termination.

(a) Upon termination of this Agreement pursuant to Section 7.1(a), with respect to all Parties, Section 2.2, Section 6.10, this Article VII, Article VIII and Article IX shall continue to be binding on the Parties.

(b) Upon termination of this Agreement pursuant to Section 7.1(b), with respect to all Parties, Section 6.6, Section 6.10, this Article VII, Article VIII and Article IX shall continue to be binding on the Parties; provided that the provisions of Section 6.6 shall survive such termination and continue to be binding on the Parties (or their applicable Affiliates) until the earlier of (i) the Shareholders’ Agreement having been duly executed by the Parties (or their applicable Affiliates) in accordance with Section 6.6, or (ii) the date on which the Parties agree to terminate the rights and obligations under Section 6.6 in writing.

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(c) Upon termination of this Agreement pursuant to Section 7.1(c), with respect to all Parties, Section 6.10, this Article VII, Article VIII and Article IX shall continue to be binding on the Parties.

Section 7.3 Unwinding of the Transaction. If for any reason the Merger fails to occur but the Rollover Closing contemplated by Section 3.4 or the Cash Contribution Closing contemplated by Section 4.3 has already taken place, then Topco and Parent shall promptly take all such actions as are necessary to restore each Investor to the position it was in with respect to its ownership of the Rollover Shares prior to the Closing and the Cash Contribution (as applicable).

ARTICLE VIII

MISCELLANEOUS

Section 8.1 Notices. All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be given when delivered in person or sent by courier or sent by registered post or sent by electronic mail to the intended recipient thereof at its address or at its email address set out under the applicable Party’s signature page hereto (or to such other address or email address as a party may from time to time notify the other parties). Any such notice, request, claim, demand and other communication shall be deemed to have been duly served (a) if given personally or sent by courier, upon delivery during normal business hours at the location of delivery or, if later, then on the next Business Day after the day of delivery; (b) if sent by electronic mail during normal business hours at the location of delivery, immediately, or, if later, then on the next Business Day after the day of delivery; (c) the third Business Day following the day sent by reputable international overnight courier (with written confirmation of receipt), and (d) if sent by registered post, five days after posting.

Section 8.2 Entire Agreement. This Agreement, the Merger Agreement, the Limited Guaranties, the Equity Commitment Letters, the Other Support Agreements, the Confidentiality Agreement, the Investor Confidentiality Agreements, and the Investor or the Other Investors (or their applicable Affiliates), on the other hand, and other agreements or documents referenced under any of the foregoing constitute the entire agreement among the Parties with respect to the subject matter hereof and supersede all prior agreements and undertakings, both written and oral, among the Parties, or any of them, with respect to the subject matter hereof.

Section 8.3 Further Assurances. Each Party shall use all reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other Parties in doing, all things necessary, proper or advisable to carry out the intent and purposes of this Agreement.

Section 8.4 Severability. If any provision of this Agreement is held to be invalid or unenforceable for any reason, it shall be adjusted rather than voided, if possible, in order to achieve the intent of the Parties to the maximum extent possible. In any event, the invalidity or unenforceability of any provision of this Agreement in any jurisdiction shall not affect the validity or enforceability of the remainder of this Agreement in that jurisdiction or the validity or enforceability of this Agreement, including that provision, in any other jurisdiction.

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Section 8.5 Amendments; Waivers. Neither this Agreement nor any term hereof may be amended or otherwise modified other than by an instrument in writing signed by each of the Parties. No provision of this Agreement may be waived or discharged other than by an instrument in writing signed by the Party against whom the enforcement of such waiver or discharge is sought. No failure or delay by any Party in exercising any right, power or privilege under this Agreement shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. Notwithstanding the foregoing, (a) without the Company’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed), this Agreement may not be amended, and no provisions hereof may be waived or modified to the extent that the foregoing actions proposed to be undertaken, individually or in the aggregate, would have or would reasonably be expected to have a Parent Material Adverse Effect or an adverse effect on the third party beneficiary right of the Company under this Agreement, and (b) Topco and Parent may, without consent of any other Party, amend Schedule A to this Agreement (i) subject to the conditions set forth in Section 5.2(e)(ii), or (ii) pursuant to Section 6.2.

Section 8.6 Assignment; No Third Party Beneficiaries.

(a) The rights and obligations of each Party shall not be assigned by any of the Parties hereto (whether by operation of law or otherwise) without the prior written consent of the other Parties; provided, however, (i) Parent may assign its rights and obligations under this Agreement (in whole but not in part) in connection with a permitted assignment of the Merger Agreement by Parent, as applicable, and (ii) an Investor may, without such prior written consent, assign its or his rights and obligations under this Agreement (in whole or in part) in connection with a Permitted Transfer of its or his Covered Securities; provided that no assignment by any Party shall relieve the assigning Party of any of its obligations hereunder. This Agreement shall be binding upon the respective heirs, successors, legal representatives and permitted assigns of the Parties. Nothing in this Agreement shall be construed as giving any Person, other than the Parties and their heirs, successors, legal representatives and permitted assigns any right, remedy or claim under or in respect of this Agreement or any provision hereof.

(b) There are no third party beneficiaries of this Agreement and nothing in this Agreement, express or implied, is intended to confer on any person other than the Parties hereto (and their respective successors, heirs and permitted assigns), any rights, remedies, obligations or liabilities, except that (a) each of the Other Investors and their respective Affiliates shall be a third-party beneficiary of Section 6.10(b) and Section 6.10(d), (b) the Company shall be a third-party beneficiary of Article II, Article III and Section 6.1 to Section 6.3 and (c) each of the Guaranteed Investors shall be a third-party beneficiary of the second sentence of Section 6.9(d) and in each of (a), (b) and (c), such third-party beneficiaries shall be entitled to seek specific performance of the terms thereof, including an injunction or injunctions to prevent breaches of such terms by the Parties hereto, in addition to any other remedy at law or in equity.

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Section 8.7 No Partnership or Agency. The Parties are independent and nothing in this Agreement constitutes a Party as the trustee, fiduciary, agent, employee, partner or joint venture of the other Party.

Section 8.8 Counterparts. This Agreement may be executed in counterparts (including by facsimile or email pdf format) and all counterparts taken together shall constitute one document.

Section 8.9 Governing Law and Venue.

(a) This Agreement shall be interpreted, construed and governed by and in accordance with the Laws of the State of New York without regard to the conflicts of Law principles thereof that would subject such matter to the Laws of another jurisdiction, except that the following matters arising out of or relating to this Agreement shall be exclusively interpreted, construed and governed by and in accordance with the Laws of the Cayman Islands, in respect of which the Parties hereto hereby irrevocably submit to the exclusive jurisdiction of the courts of the Cayman Islands: (i) the contribution of the Rollover Shares (including the Rollover Shares represented by ADSs) (by way of cancellation of the Rollover Shares and issuance of Topco Shares) contemplated by this Agreement; (ii) the fiduciary or other duties of the Board of Directors and the board of directors of Topco and Parent; (iii) the general rights of the respective shareholders of the Company, Parent and Topco; and (iv) the internal corporate affairs of Topco and Parent.

(b) Each of the Parties irrevocably (a) consents to submit itself to the personal jurisdiction of any state or federal court sitting in the Borough of Manhattan of the City of New York in connection with any matter based upon or arising out of this Agreement or any of the transactions contemplated by this Agreement or the actions of Topco, Parent, or an Investor, in the negotiation, administration, performance and enforcement hereof and thereof, (b) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, (c) agrees that it will not bring any action relating to this Agreement or any of the transactions contemplated by this Agreement in any court other than the state and federal courts sitting in the Borough of Manhattan of the City of New York, as described above, and (d) consents to service being made through the notice procedures set forth in Section 8.1. Each of Topco, Parent and Investors hereby agrees that service of any process, summons, notice or document by registered mail to the respective addresses set forth on such Party’s signature page hereto shall be effective service of process for any suit or proceeding in connection with this Agreement or the transactions contemplated hereby. Each Party hereto hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement, any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason other than the failure to serve process in accordance with this Section 8.9(b), that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and to the fullest extent permitted by applicable Law, that the suit, action or proceeding in any such court is brought in an inconvenient forum, that the venue of such suit, action or proceeding is improper, or that this Agreement, or the subject matter hereof or thereof, may not be enforced in or by

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such courts and further irrevocably waives, to the fullest extent permitted by applicable Law, the benefit of any defense that would hinder, fetter or delay the levy, execution or collection of any amount to which the Party is entitled pursuant to the final judgment of any court having jurisdiction. Each Party expressly acknowledges that the foregoing waiver is intended to be irrevocable under the Laws of the State of New York and other applicable Laws; provided that each such Party’s consent to jurisdiction and service contained in this Section 8.9(b) is solely for the purpose referred to in this Section 8.9(b) and shall not be deemed to be a general submission to said courts or in the State of New York other than for such purpose.

Section 8.10 Specific Performance. The Parties hereto agree that the obligations imposed on them in this Agreement are special, unique and of an extraordinary character and irreparable damage would occur if any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. Accordingly, each Party to this Agreement (a) shall be entitled to an injunction or injunctions, specific performance and other equitable relief to prevent breaches or threatened breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in the forum described in Section 8.9, without proof of damages or otherwise, this being in addition to any other remedy at law or in equity, and (b) hereby waives any requirement for the posting of any bond or similar collateral in connection therewith. Each Party hereto agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief on the basis that (i) any other Party has an adequate remedy at law or (ii) an award of specific performance is not an appropriate remedy for any reason at law or equity.

Section 8.11 Limitation on Liability. The obligation of each Party under this Agreement is several (and not joint or joint and several).

Section 8.12 No Presumption Against Drafting Party. Each of the Parties to this Agreement acknowledges that it has been represented by independent counsel in connection with this Agreement and the transactions contemplated by this Agreement. Accordingly, any rule of Law or any legal decision that would require interpretation of any claimed ambiguities in this Agreement against the drafting Party has no application and is expressly waived.

Section 8.13 Announcements. No announcements regarding the Transactions (including the subject matter of this Agreement) shall be issued by any Investor without the prior written consent of Parent (which consent shall not be unreasonably withheld, delayed or conditioned), except to the extent that any such announcements are required by Law, a court of competent jurisdiction, a regulatory body or international stock exchange, and then only after the form and terms of such disclosure have been notified to Parent and Parent has had a reasonable opportunity to comment thereon. Notwithstanding the foregoing, each Investor may make any filings of Schedule 13Ds in respect of the Company that such Investor reasonably believes is required under applicable Law without the prior written consent of Parent, provided that such Investor shall comply with Section 6.5 with respect to such Schedule 13D filings.

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Section 8.14 Confidentiality. This Agreement shall be treated as confidential and may not be used, circulated, quoted or otherwise referred to in any document (other than the Merger Agreement and any agreement or document referred to therein), except with the prior written consent of the Parties; provided, however, that each Party may, without such written consent, disclose the existence and content of this Agreement to its officers, directors, employees, partners, members, investors, financing sources, advisors (including financial and legal advisors) and any representatives of the foregoing and to the extent required by Law, the applicable rules of any national securities exchange or in connection with any SEC filings relating to the Merger and in connection with any litigation relating to the Merger, the Merger Agreement or the Transactions as permitted by or provided in the Merger Agreement and the Investors may disclose the existence and content of this Agreement to such Investor’s Related Person.

Section 8.15 No Ownership Interest. Nothing contained in this Agreement shall be deemed to vest in Topco or Parent any direct or indirect ownership or incidence of ownership of or with respect to any Covered Securities. All rights, ownership and economic benefits of and relating to the Covered Securities shall remain vested in and belong to the relevant Party, and Topco or Parent shall have no authority to direct such Party in the voting or disposition of any of the Covered Securities, in each case, except to the extent expressly provided herein.

Section 8.16 Shareholder Capacity. Notwithstanding anything contained in this Agreement to the contrary, to the extent it Beneficially Owns any Covered Securities, each Investor is signing this Agreement solely and only in such Investor’s capacity as Beneficial Owner of its Covered Securities and, accordingly, (i) the applicable representations, warranties, covenants and agreements made herein by such Investor are made solely with respect to such Investor and its Covered Securities, (ii) nothing herein shall limit or affect any actions taken by such Investor in its capacity as a director or officer of the Company (or a Subsidiary of the Company), including participating in its capacity as a director or officer of the Company in any discussions or negotiations with Parent or any of Parent’s Affiliates, and (iii) no action taken in good faith by such Investor in its capacity as a director or officer of the Company (or a subsidiary of the Company) shall be deemed to constitute a breach of this Agreement.

Section 8.17 No Double Recovery. No Party shall recover damages or obtain payment, reimbursement, restitution or indemnity more than once in respect of the same liability, loss, cost, shortfall, damage, deficiency, breach or other set of circumstances which gives rise to more than one claim under this Agreement or any other agreement between the Parties (including, without limitation, any claim which may arise under Article I hereof.

ARTICLE IX

DEFINITIONS AND INTERPRETATIONS

Section 9.1 Defined Terms. The following terms, as used in this Agreement, shall have the meanings set forth below.

(a) “Additional Securities” means, with respect to an Investor, Shares or other Company Securities with respect to which such Investor acquires Beneficial Ownership on or after the date of this Agreement (including any Shares issued upon the exercise of any Company Options or the conversion, exercise or exchange of any other securities into or for any Shares or otherwise).

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(b) “Affiliate” means, with respect to any Person, any other Person that directly or indirectly through one or more intermediary entities Controls, is Controlled by or is under common Control with, such Person. In the case of a Person who is an individual, the term “Affiliate” shall include such Person’s spouse and children. For the avoidance of doubt, any Person shall also be deemed an “Affiliate” of the Bain Entities if its general partner or fund management company is, or is otherwise managed or advised by, Bain Capital Holdings, LP, Bain Capital Private Equity, LP or Bain Capital Credit, LP or a Subsidiary of any of Bain Capital Holdings, LP, Bain Capital Private Equity, LP or Bain Capital Credit, LP.

(c) “Bain Shareholders” means BCPE Bridge Cayman, L.P. and BCPE Stack Holdings, L.P.

(d) “Bain Entities” means collectively, the Bain Shareholders, the ESOP Entities, BCPE Chivalry Newco, L.P., Bain Capital Distressed and Special Situations 2016 (A), L.P., Bain Capital Distressed and Special Situations 2016 (B Master), L.P., Bain Capital Distressed and Special Situations 2016 (EU Master), L.P., Bain Capital Distressed and Special Situations 2016 (F), L.P., BCC SSA I, LLC and Bain Capital Credit Managed Account (Blanco), L.P.

(e) “Beneficial Ownership” by a Person of any security includes ownership by any person who, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise (whether or not in writing), has or shares: (i) voting power which includes the power to vote, or to direct the voting of, such security; and/or (ii) investment power which includes the power to dispose, or to direct the disposition, of such security; and shall otherwise be interpreted in accordance with the term “beneficial ownership” as defined in Rule 13d-3 under the Exchange Act; provided that, without duplicative counting of the same securities by the same holder, securities Beneficially Owned by a Person will include securities Beneficially Owned by any Affiliates of such person which are Controlled by, or are under common Control with, such person, but no Beneficial Ownership of securities shall be attributed to securities Beneficially Owned by any other Person(s) solely by virtue of the fact that such first person may be deemed to constitute a “group” within the meaning of Section 13(d) of the Exchange Act with such other person(s). The terms “Beneficially Own,” “Beneficially Owned” and “Beneficial Owner” shall have correlative meanings.

(f) “Cash Contribution” means, with respect to any Investor Group Member, the amount of such Investor Group Member’s cash contribution (if any) to be funded to Topco in connection with the Closing (including any such amount funded pursuant to the applicable Equity Commitment Letter executed and delivered by such Investor Group Member or such Investor Group Member’s Affiliate (in the case of an Investor, up to the amount set forth in the column entitled “Cash Contribution” opposite such Investor’s name on Schedule A hereto) or such other amount as may be agreed between such Investor Group Member and Topco).

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(g) “Cash Contribution Consideration” means, with respect to an Investor Group Member, a number of Topco Shares equal to the result of (i) the amount of the Cash Contribution of such Investor Group Member, divided by (ii) the Per Share Subscription Price (which number, with respect to an Investor determined based on the amount of the Cash Contribution and Per Share Subscription Price as of the date hereof, is set forth in the column entitled “Cash Contribution Consideration” opposite such Investor’s name on Schedule A hereto).

(h) “Control” means, as used with respect to any Person, the possession, directly or indirectly, of the power or authority to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by Contract or otherwise; for the avoidance of doubt, such power or authority shall conclusively be presumed to exist by possession of (i) the beneficial ownership or power to direct the vote of more than fifty percent (50%) of the votes entitled to be casted at a meeting of the members or shareholders of such Person, or (ii) the power to appoint or elect a majority of the members of the board of directors of such Person. The terms “Controlled by” and “under common Control with” shall have correlative meanings.

(i) “Covered Securities” means all of the Owned Securities and any Additional Securities.

(j) “Equity Commitment Letters” means letter agreements executed and delivered by each of Bain Capital Asia Fund V, L.P. and Keppel Funds Investment Pte. Ltd. in favor of Parent, pursuant to which each such party has agreed, subject to the terms and conditions set forth therein, to make a direct or indirect equity investment (if required), in the form of cash, in Parent immediately prior to the Closing in connection with the Merger.

(k) “Equity Contribution” means, with respect to an Investor Group Member, the sum of (a) the deemed value of its Rollover Shares (if any) equal to the number of such Rollover Shares multiplied by Per Share Merger Consideration and (b) its Cash Contribution.

(l) “ESOP Entity” means each of BCPE Stack ESOP Holdco Limited and Bridge Management, L.P.

(m) “ESOP Transfer” means a Transfer by an ESOP Entity to any holder of the equity awards issued by such ESOP Entity upon the issuance, vesting, acceleration, exercise, and/or settlement of such equity awards.

(n) “Guaranteed Obligations” means (i) payment of the Parent Termination Fee (if any) to the Company, (ii) payment of any amounts if and as required pursuant to Section 6.11(c) of the Merger Agreement, and (iii) payment of any amounts if and as required pursuant to Section 8.2(e) of the Merger Agreement.

(o) “Investor Confidentiality Agreement” means a confidentiality agreement entered into between the Bain Shareholders, on the one hand, and the Other Investors or their applicable Affiliates, on the other hand.

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(p) “Other Investor” means Boloria Investments Holding B.V., Zeta Cayman Limited, Keppel Funds Investment Pte. Ltd. and Mr. Chengyan Liu, together with any other Person who enters into an Other Support Agreement on or after the date hereof with Topco and Parent. Other Investors and the undersigned Investors are collectively referred to as the “Investor Group” and each referred to as an “Investor Group Member”.

(q) “Other Support Agreement” means a separate Support Agreement entered into on or after the date hereof by and among Topco, Parent and any Other Investor. Other Support Agreements and this Agreement are collectively referred to as the “Support Agreements” and each referred to as a “Support Agreement”.

(r) “Owned Securities” means, with respect to an Investor, the Company Securities Beneficially Owned by such Investor and/or its Affiliates as of the date hereof, as set forth in the column titled “Owned Securities” opposite its name in the table under Schedule A hereto.

(s) “Permitted Transfer” means a Transfer of Covered Securities by an Investor to (i) an Affiliate of such Investor which is Controlled by such Investor, (ii) a member of such Investor’s immediate family or a trust for the benefit of such Investor’s or any member of such Investor’s immediate family, (iii) any heir, legatees, beneficiaries and/or devisees of such Investor, or (iv) another Investor or any Affiliate of another Investor; provided that, in each case of clauses (i), (ii) and (iii), such transferee executes, prior to or concurrently with such Transfer, a Deed of Adherence in the form attached hereto as Schedule B.

(t) “Per Share Subscription Price” means an amount equal to the Per Share Merger Consideration (which, for the avoidance of doubt, may be amended in accordance with the terms of the Merger Agreement and this Agreement).

(u) “Related Persons” means, with respect to any Investor, such Investor or any Affiliate of such Investor, or any former, current or future direct or indirect director, officer, employee, agent, manager, incorporator, attorney, advisor or other Representative of such Investor or of any Affiliate of such Investor (including any person negotiating or executing this Agreement on behalf of such a party), any former, current or future, direct or indirect holder of any equity interests or securities of such Investor or of any Affiliate of such Investor (whether such holder is a limited or general partner, member, stockholder or otherwise), any former, current or future successor or assignee of such Investor or of any Affiliate of such Investor or any former, current or future director, officer, employee, agent, incorporator, attorney, general or limited partner, manager, member, equityholder, stockholder, Affiliate, controlling person, advisor or other representative, successor or assignee of any of the foregoing (other than Parent and Merger Sub).

(v) “Rollover Consideration” means, with respect to a Rollover Shareholder, a number of Topco Shares equal to the number of the Rollover Shares of such Rollover Shareholder (which number, determined based on the number of Rollover Shares of such Rollover Shareholder as of the date hereof, is set forth in the column entitled “Rollover Consideration” opposite such Rollover Shareholder’s name on Schedule A hereto).

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(w) “Rollover Shareholder” means an Investor Group Member, to the extent such Investor Group Member agrees to roll over a portion or all of the Covered Securities Beneficially Owned by it pursuant to the terms and conditions of this Agreement.

(x) “Rollover Shares” means, with respect to a Rollover Shareholder, the portion of Shares Beneficially Owned by such Rollover Shareholder as of immediately prior to the Effective Time that are to be contributed (by way of cancellation of the Rollover Shares and issuance of a corresponding number of Topco Shares) pursuant to the terms and conditions of this Agreement and the Merger Agreement, the number of which is set forth in the column entitled “Rollover Shares” opposite such Rollover Shareholder’s name on Schedule A hereto (as may be adjusted pursuant to the terms and conditions of this Agreement from time to time).

(y) “Shareholders’ Agreement” means the Shareholders’ Agreement to be entered into among Topco, the Rollover Shareholders and the other shareholders of Topco, on or about the Closing Date.

(z) “Sponsor” means an Investor, to the extent such Investor or its Affiliate(s) agrees to execute and deliver an Equity Commitment Letter and makes Cash Contribution pursuant to the terms and conditions of such Equity Commitment Letter.

(aa) “Supporting Shareholder” means an Investor, to the extent such Investor Beneficially Owns any Covered Securities prior to the Expiration Time.

(bb) “Third Party” means any person or “group” (as defined under Section 13(d) of the Exchange Act) of person, other than Parent or any of its Affiliates or Representatives.

(cc) “Transfer” means, directly or indirectly, to sell, transfer, offer, exchange, assign, pledge, encumber, hypothecate or otherwise dispose of (by merger, by tendering into any tender or exchange offer, by testamentary disposition, by operation of Law or otherwise), either voluntarily or involuntarily, or to enter into any contract, option or other agreement with respect to any sale, transfer, offer, exchange, assignment, pledge, encumbrance, hypothecation or other disposition.

Section 9.2 Interpretation. When a reference is made in this Agreement to a Section or Article such reference shall be to a Section or Article of this Agreement unless otherwise indicated. All words used in this Agreement will be construed to be of such gender or number as the circumstances require. The word “including” and words of similar import when used in this Agreement will mean “including, without limitation,” unless otherwise specified. The words “hereof,” “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms and to the masculine as well as to the feminine and neuter genders of such term. Any agreement, instrument or statute defined or referred to herein or in any agreement or instrument that is referred to herein means such agreement, instrument or statute as from time to time amended, modified or supplemented, including (in the case of agreements or instruments) by waiver or consent and (in the case of statutes) by succession of comparable successor statutes and

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references to all attachments thereto and instruments incorporated therein. References to a person are also to its permitted successors and assigns. References to clauses without a cross-reference to a Section or subsection are references to clauses within the same Section or, if more specific, subsection. References from or through any date shall mean, unless otherwise specified, from and including or through and including, respectively. The symbol “US$” refers to United States Dollars. The word “extent” in the phrase “to the extent” means the degree to which a subject or other thing extends and such phrase shall not mean simply “if.” References to “day” shall mean a calendar day unless otherwise indicated as a “Business Day.” Section and paragraph headings are inserted for ease of reference only and shall not affect construction.

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IN WITNESS WHEREOF, the undersigned have caused this Agreement to be executed as of the date first written above.

[Signature Page to Support Agreement]

IN WITNESS WHEREOF, the undersigned have caused this Agreement to be executed as of the date first written above.

[Signature Page to Support Agreement]

IN WITNESS WHEREOF, the undersigned have caused this Agreement to be executed as of the date first written above.

[Signature Page to Support Agreement]

IN WITNESS WHEREOF, the undersigned have caused this Agreement to be executed as of the date first written above.

[Signature Page to Support Agreement]

IN WITNESS WHEREOF, the undersigned have caused this Agreement to be executed as of the date first written above.

[Signature Page to Support Agreement]

IN WITNESS WHEREOF, the undersigned have caused this Agreement to be executed as of the date first written above.

[Signature Page to Support Agreement]

IN WITNESS WHEREOF, the undersigned have caused this Agreement to be executed as of the date first written above.

[Signature Page to Support Agreement]

IN WITNESS WHEREOF, the undersigned have caused this Agreement to be executed as of the date first written above.

[Signature Page to Support Agreement]

IN WITNESS WHEREOF, the undersigned have caused this Agreement to be executed as of the date first written above.

[Signature Page to Support Agreement]

IN WITNESS WHEREOF, the undersigned have caused this Agreement to be executed as of the date first written above.

[Signature Page to Support Agreement]

IN WITNESS WHEREOF, the undersigned have caused this Agreement to be executed as of the date first written above.

[Signature Page to Support Agreement]

IN WITNESS WHEREOF, the undersigned have caused this Agreement to be executed as of the date first written above.

[Signature Page to Support Agreement]

IN WITNESS WHEREOF, the undersigned have caused this Agreement to be executed as of the date first written above.

[Signature Page to Support Agreement]

Exhibit 99.E

EXECUTION VERSION

LIMITED GUARANTY

This Limited Guaranty, dated as of August 11, 2023 (this “Limited Guaranty”), is made by [•] (the “Guarantor”), in favor of Chindata Group Holdings Limited, an exempted company incorporated under the laws of the Cayman Island (the “Company” or the “Guaranteed Party”). Reference is hereby made to the Agreement and Plan of Merger, dated as of the date hereof, by and among BCPE Chivalry Bidco Limited, a Cayman Islands exempted company with limited liability (“Parent”), BCPE Chivalry Merger Sub Limited, an exempted company incorporated under the laws of the Cayman Islands (“Merger Sub”) and the Guaranteed Party (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Merger Agreement”). Capitalized terms used herein but not otherwise defined have the meanings ascribed to them in the Merger Agreement.

1. Limited Guaranty.

(a) The Guarantor hereby absolutely, irrevocably and unconditionally guarantees to the Guaranteed Party, subject to the terms and conditions hereof, the due and punctual payment, performance and discharge of the Guaranteed Percentage (as defined below) of Parent’s obligation of (i) payment of the Parent Termination Fee (if any) to the Company, (ii) payment of any amounts if and as required pursuant to Section 6.11(c) of the Merger Agreement, and (iii) payment of any amounts if and as required pursuant to Section 8.2(e) of the Merger Agreement (the obligations contemplated by the immediately preceding clauses (i), (ii) and (iii), without regard to the Guaranteed Percentage, the “Guaranteed Obligations”). The maximum aggregate amount of liability of the Guarantor under this Limited Guaranty shall not exceed the Maximum Amount (as defined below). The Guaranteed Party hereby agrees that (A) if the Parent Termination Fee is payable pursuant to Section 8.2(c) of the Merger Agreement, the Guaranteed Obligations shall be the full and final settlement of Parent’s liability in respect of such Parent Termination Fee, (B) the Guarantor shall in no event be required to pay more than the Maximum Amount under or in respect of this Limited Guaranty, (C) the Guarantor shall not have any obligation or liability to any Person relating to, arising out of or in connection with this Limited Guaranty, the Merger Agreement, the Support Agreements, the Equity Commitment Letters or any document or instrument delivered in connection with the Merger Agreement, other than the Retained Claims (as defined below), and (D) the Guarantor’s payment obligation under this Limited Guaranty shall be reduced by an amount equal to the Guaranteed Obligations that have actually been paid by or on behalf of Parent to the Guaranteed Party (other than payment by any Other Guarantor under and pursuant to the applicable Other Guaranty) multiplied by the Guaranteed Percentage. Concurrently with the delivery of this Limited Guaranty, each of the parties set forth on Schedule A (each, an “Other Guarantor”) is also entering into a limited guaranty in a form and substance substantially identical (other than for the definitions of “Guaranteed Percentage” and “Maximum Amount”) to this Limited Guaranty (each, an “Other Guaranty”) with the Guaranteed Party. For purposes of this Limited Guaranty, “Guaranteed Percentage” shall mean [•]%, and “Maximum Amount” shall mean (I) the product of (A) US$[•], multiplied by (B) the Guaranteed Percentage, less (II) any amount actually paid by the Guarantor (or its permitted assignee pursuant to Section 14) to the Guaranteed Party in respect of the Guaranteed Obligations.

(b) If Parent fails to pay or cause to be paid any or all of the Guaranteed Obligations as and when due pursuant to Section 8.2(c), Section 6.11(c) and Section 8.2(e) of the Merger Agreement, as applicable and subject to the other relevant terms and limitations of the Merger Agreement, then the Guarantor’s liabilities to the Guaranteed Party hereunder in respect of such Guaranteed Obligation shall, at the Guaranteed Party’s option, become immediately due and payable and the Guaranteed Party may at any time and from time to time, at the Guaranteed Party’s option, and so long as Parent remains in breach of such Guaranteed Obligation, take any and all actions available hereunder or under applicable Law to collect the Guaranteed Obligations from the Guarantor, subject to the limitations described herein (including the Maximum Amount).

(c) The Guarantor agrees to pay on demand, subject to the Maximum Amount, all reasonable and documented out-of-pocket expenses (including reasonable fee and expenses of counsel) incurred by the Guaranteed Party in connection with the enforcement of its rights thereunder, if (i) the Guarantor asserts in any Action that this Limited Guaranty is illegal, invalid or unenforceable in accordance with its terms and the Guaranteed Party prevails in such Action, or (ii) the Guarantor fails or refuses to make any payments to the Guaranteed Party hereunder if and when due and payable and it is determined judicially or by arbitration that the Guarantor is required to make such payment hereunder.

2. Terms of Limited Guaranty.

(a) The Guarantor agrees that the Guaranteed Party (with the prior written notice of the Special Committee) may at any time and from time to time, without notice to or further consent of the Guarantor, extend the time of payment of the Guaranteed Obligations, and may also enter into any agreement with Parent and Merger Sub, for the extension, renewal, payment, compromise, discharge or release of the Guaranteed Obligations, in whole or in part, or for any modification of the terms of the Merger Agreement, and may also agree to modify the terms of any agreement between the Guaranteed Party and any other Person interested in the Transactions, in each case, without in any way impairing or affecting the Guarantor’s Obligations under this Limited Guaranty. Subject to the terms hereof, the liability of the Guarantor under this Limited Guaranty shall, to the fullest extent permitted under applicable Law, be absolute, irrevocable, unconditional and continuing irrespective of:

(i) the value, genuineness, validity, illegality or enforceability of the Merger Agreement, the Other Guaranties, [the letter agreement dated as of the date hereof between the Guarantor and Parent, pursuant to which the Guarantor has agreed to make a certain equity contribution to Parent (the “Equity Commitment Letter”), the Other Sponsor Equity Commitment Letter (as defined in the Equity Commitment Letter, and together with the Equity Commitment Letter, the “Equity Commitment Letters”)]¹ / [the letter agreements, dated as of the date hereof, between each of [•] and [•] (each, a “Sponsor”) and Parent, pursuant to which each Sponsor has agreed to make certain equity contributions to Parent (collectively, the “Equity Commitment Letters”)]², the Debt Commitment Letter, or any other agreement or instrument referred to herein or therein;

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(ii) any change in the corporate existence, structure or ownership of Parent or Merger Sub or any other Person now or hereafter interested in the Transactions or any of their respective assets;

(iii) any Bankruptcy and Equity Exception affecting Parent or Merger Sub, any other Person now or hereafter interested in the Transactions or any of their respective assets;

(iv) any amendment, waiver, modification of, or other consent to departure from, the Merger Agreement, or any other agreement or instrument evidencing, securing or otherwise executed by Parent, Merger Sub, any Other Guarantor or any other Person in connection with any of the Guaranteed Obligations, or any change in the manner, place or terms of payment or performance of, any change or extension of the time of payment or performance of, or any renewal or alteration of any Guaranteed Obligation, any escrow arrangement or other security therefor, or any liability incurred directly or indirectly in respect thereof, in each case to the extent that any of the foregoing does not have the effect of changing the circumstances under which the Guaranteed Obligations are payable;

(v) the existence of any claim, set-off or other right that the Guarantor may have at any time against Parent, Merger Sub or the Guaranteed Party, whether in connection with any Guaranteed Obligation or otherwise (other than, in each case, (A) any claim or set-off against, valid defenses to or discharge of the payment of the Guaranteed Obligations that are available to Parent or Merger Sub under the Merger Agreement, or (B) breach by the Guaranteed Party of this Limited Guaranty);

(vi) the failure of the Guaranteed Party to assert any claim or demand or enforce any right or remedy against Parent, Merger Sub or the Guarantor or any other Person now or hereafter interested in the Transactions;

(vii) any addition, substitution, legal or equitable discharge or release (in the case of a discharge or release, other than a discharge or release of the Guarantor with respect to the Guaranteed Obligations as a result of payment in full of the Guaranteed Obligations in accordance with their terms, a full discharge or release of Parent with respect to the Guaranteed Obligations under the Merger Agreement, or as a result of any claim or set-off against, valid defenses to the payment of the Guaranteed Obligations that would be available to Parent under the Merger Agreement) of any Person now or hereafter liable with respect to any portion of the Guaranteed Obligations or otherwise interested in the Transactions;

(viii) the adequacy of any other means the Guaranteed Party may have of obtaining repayment of any of the Guaranteed Obligations; or

(ix) any other act or omission that may in any manner or to any extent vary the risk of the Guarantor or otherwise operate as an addition, substitution, discharge or release of Parent, Merger Sub or the Guarantor or any other Person as a matter of law or equity (other than as a result of payment of the Guaranteed Obligations in accordance with their terms), other than in each case with respect to (A) any claim or set-off against, valid defenses to or discharge of the payment of the Guaranteed Obligations that are available to Parent or Merger Sub under the Merger Agreement, or (B) breach by the Guaranteed Party of this Limited Guaranty.

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(b) To the fullest extent permitted under applicable Law and subject to Section 2(e) below, the Guarantor hereby waives any and all notice of the creation, renewal, extension or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by the Guaranteed Party upon this Limited Guaranty or acceptance of this Limited Guaranty. Without expanding the obligations of the Guarantor hereunder, the Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Limited Guaranty, and all dealings between Parent and/or the Guarantor, on the one hand, and the Guaranteed Party, on the other, shall likewise be conclusively presumed to have been had or consummated in reliance upon this Limited Guaranty. When pursuing any of its rights and remedies hereunder against the Guarantor, the Guaranteed Party shall be under no obligation to pursue (or elect among) such rights and remedies it may have against Parent, Merger Sub, any Other Guarantor or any other Person for the Guaranteed Obligations or any right of offset with respect thereto, and any failure by the Guaranteed Party to pursue (or elect among) such other rights or remedies or to collect any payments from Parent or any such other Person or to realize upon or to exercise any such right of offset, and any release by the Guaranteed Party of Parent or any such other Person or any right of offset, shall not relieve the Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Guaranteed Party, and to the extent permitted by Law, the Guarantor hereby expressly waives any and all rights or defenses arising by reason of any Law which would otherwise require any such pursuit or election. The Guaranteed Party shall not release any Other Guarantor from any obligations under the applicable Other Guaranty or amend or waive any provision of the applicable Other Guaranty unless the Guaranteed Party offers to release the Guarantor under this Limited Guaranty in the same proportion or to amend or waive the provisions of this Limited Guaranty in the same manner. Notwithstanding anything to the contrary contained in this Limited Guaranty or any other document, the obligations of the Guarantor under this Limited Guaranty and of the Other Guarantors under the Other Guaranties shall be several and not joint;

(c) To the fullest extent permitted under applicable Law and subject to Section 2(e), the Guarantor waives promptness, diligence, notice of the acceptance of this Limited Guaranty and of the Guaranteed Obligations, presentment, demand for payment, notice of non-performance, default, dishonor and protest, notice of the incurrence of any of the Guaranteed Obligations and all other notices of any kind (other than notices expressly required to be provided to Parent and Merger Sub pursuant to the terms of the Merger Agreement), all defenses which may be available by virtue of any valuation, stay, moratorium law or other similar law now or hereafter in effect, any right to require the marshalling of the assets of Parent or any other Person interested in the Transactions, and all suretyship defenses generally (other than defenses to the payment of the Guaranteed Obligations that are available to Parent or Merger Sub under the Merger Agreement or a breach by the Guaranteed Party of this Limited Guaranty). The Guarantor acknowledges that it will receive substantial direct and indirect benefits from the Transactions and that the waivers set forth in this Limited Guaranty are knowingly made in contemplation of such benefits.

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(d) The Guaranteed Party shall not be obligated to file any claim relating to any Guaranteed Obligation in the event that Parent, Merger Sub or any Other Guarantor becomes subject to a bankruptcy, reorganization or similar proceeding, and the failure of the Guaranteed Party to so file shall not affect the Guarantor’s obligations hereunder. In the event that any payment to the Guaranteed Party in respect of any Guaranteed Obligation is rescinded or must otherwise be returned to Parent, Merger Sub, the Guarantor or any Other Guarantor for any reason whatsoever, the Guarantor shall remain liable hereunder with respect to such Guaranteed Obligation in accordance with the terms hereof with respect to such Guaranteed Obligation (subject to the Maximum Amount) as if such payment had not been made, so long as this Limited Guaranty has not been terminated in accordance with its terms.

(e) Notwithstanding anything to the contrary contained in this Limited Guaranty, the Guaranteed Party hereby agrees that (i) to the extent Parent and Merger Sub are relieved of all or any portion of the Guaranteed Obligations pursuant to the terms of the Merger Agreement or otherwise, the Guarantor shall be similarly relieved of its Guaranteed Percentage of the Guaranteed Obligations under this Limited Guaranty, (ii) the Guarantor shall have all defenses to the payment of its obligations under this Limited Guaranty (which in any event, with respect to the Guaranteed Obligations, shall be subject to the Maximum Amount) that would be available to Parent and/or Merger Sub under the Merger Agreement with respect to the Guaranteed Obligations as well as any defenses in respect of fraud or willful misconduct of the Guaranteed Party hereunder or any breach by the Guaranteed Party of any term hereof.

(f) This Limited Guaranty is an unconditional guarantee of payment and performance and not of collectability, and is a primary and original obligation of the Guarantor and is not merely the creation of a surety relationship, and the Guaranteed Party shall not be required to proceed against Parent, Merger Sub, any Other Guarantor or any other Person first before proceeding against the Guarantor.

3. Sole Remedy. The Guaranteed Party acknowledges the separate corporate existence of Parent and Merger Sub and agrees that the Parent and Merger Sub have no assets other than certain contract rights and cash in a de minimis amount and that no additional funds are expected to be contributed to Parent or Merger Sub unless and until the Closing occurs under the Merger Agreement. Notwithstanding anything that may be expressed or implied in this Limited Guaranty, the Merger Agreement, the Support Agreements, the Equity Commitment Letters, the Debt Commitment Letter, the Other Guaranties or any document or instrument delivered in connection herewith or therewith, by its acceptance of the benefits of this Limited Guaranty, the Guaranteed Party further agrees that none of the Guaranteed Party Related Persons shall have any right of recovery against, and no personal liability shall attach to, (A) the Guarantor or (B) any Affiliate of the Guarantor, or any former, current or future direct or indirect director, officer, employee, agent, manager, incorporator, attorney, advisor or other Representative of the Guarantor or of any Affiliate of the Guarantor (including any person negotiating or executing this Limited Guaranty on behalf of such a party), any former, current or future, direct or indirect holder of any equity interests or securities of the Guarantor or of any Affiliate of the Guarantor (whether such holder is a limited or general partner, member, stockholder or otherwise), or any former, current or future director, officer, employee, agent, incorporator, attorney, general or limited partner, manager, member, equityholder, stockholder, Affiliate, controlling person, advisor or other representative, successor or assignee of any of the foregoing (each such person set forth in the foregoing clause

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(B), a “Related Person”) whether by or through attempted piercing of the corporate, limited liability company or limited partnership veil, by or through a claim by or on behalf of Parent or Merger Sub against the Guarantor or any Related Person, except for any claim against (i) Parent and Merger Sub and their respective successors and assigns under and to the extent expressly provided for in the Merger Agreement, (ii) the Guarantor and its successors and assigns under and to the extent expressly provided in this Limited Guaranty and any Other Guarantor and its successors and assigns pursuant to and to the extent expressly provided in the applicable Other Guaranty (in each case, subject to the Maximum Amount and the Guaranteed Obligations set forth in this Limited Guaranty or such Other Guaranty and the other limitations described herein or therein), (iii) any Investor (as defined in the applicable Support Agreement) and its successors and assigns pursuant to the Guaranteed Party’s third party beneficiary rights to the extent expressly set forth in the applicable Support Agreement, and (iv) any Sponsor (as defined in the applicable Equity Commitment Letter) and its successor and assigns pursuant to the Company Third Party Beneficiary Rights (as defined in the applicable Equity Commitment Letter), in each case pursuant to and in accordance with the terms thereof (the rights and claims described under (i) to (iv), collectively, the “Retained Claims”). The Retained Claims shall be the sole and exclusive remedy of the Guaranteed Party and its subsidiaries, any of their respective Affiliates and the former, current and future holders of any equity, controlling persons, directors, officers, employees, agents, attorneys, members, managers, general or limited partners, and assignees of each of the Guaranteed Party, its subsidiaries, and any of their Affiliates (the “Guaranteed Party Related Persons”) against the Guarantor and any Related Person in respect of any matters, liabilities or obligations arising under, or in connection with, the Merger Agreement, this Limited Guaranty, the Other Guaranties, the Equity Commitment Letters, the Support Agreements or the transactions contemplated hereby and thereby (collectively, the “Transactional Matters”), including by piercing the corporate, limited liability company or limited partnership veil or by a claim by or on behalf of Parent. The Guaranteed Party hereby covenants and agrees that it shall not institute, directly or indirectly, and shall cause each of the Guaranteed Party’s controlled Affiliates and agents duly authorized to act on the Guaranteed Party’s or its controlled Affiliates’ behalf, not to institute, any proceeding or bring any other claim arising under, or in connection with, the Transactional Matters (including any liabilities or obligations arising under, or in connection with, the Merger Agreement, this Limited Guaranty, the Other Guaranties, the Equity Commitment Letters, the Support Agreements, or the transactions contemplated hereby and thereby) against the Guarantor or any Related Person, other than with respect to the Retained Claims. Nothing set forth in this Limited Guaranty shall confer or give or shall be construed to confer or give to any Person other than the Guaranteed Party (including any Person acting in a Representative capacity) any rights or remedies against any Person, including the Guarantor, except as expressly set forth herein.

4. Subrogation. The Guarantor unconditionally and irrevocably will not exercise against Parent or Merger Sub any rights (including, without limitation, rights of subrogation, reimbursement, exoneration, indemnification or contribution and any right to participate in any claim or remedy of the Guaranteed Party), whether arising by contract or operation of law (including, without limitation, any such right arising under bankruptcy or insolvency laws) or otherwise, by reason of any payment by it pursuant to the provisions of Section 1 hereof, including without limitation the right to take or receive from Parent or Merger Sub, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim, remedy or right, unless and until the Guaranteed Obligations (subject to the Maximum Amount) have been paid in full.

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5. Termination. This Limited Guaranty shall terminate (and the Guarantor shall have no further obligations hereunder) upon the earliest to occur of (a) the Closing, (b) payment, discharge or termination of the applicable Guaranteed Obligations (subject to the Maximum Amount), and (c) the valid termination of the Merger Agreement in accordance with its terms under the circumstances in which Parent would not be obligated to pay any Guaranteed Obligations. Notwithstanding anything to the contrary contained herein, all obligations of the Guarantor hereunder shall expire automatically three (3) months after the valid termination of the Merger Agreement for any reason without any further obligations of the Guarantor hereunder, unless an Action with respect to a claim for payment of the Guaranteed Obligations (subject to the Maximum Amount) is commenced in accordance with this Limited Guaranty prior to the end of such three (3)-month period alleging that the Guaranteed Party is owed the Guaranteed Obligations pursuant to the terms of the Merger Agreement, in which case the Guarantor’s obligations hereunder shall be discharged upon the date on which such claim is finally satisfied or otherwise resolved by agreement of the parties hereto (with payment in full of any amount required to be paid in respect of such resolution) or pursuant to Sections 11 and 12. For the avoidance of doubt, in no event will the Guarantor be required to pay any amount hereunder if the Closing actually occurs. In the event that the Guaranteed Party, or any of its controlled Affiliates or any agent duly authorized to act on the Guaranteed Party’s or its controlled Affiliates’ behalf, asserts in any Action that (x) the provisions hereof (including, without limitation, Section 1 hereof limiting the Guarantor’s aggregate liability to the Maximum Amount or Section 3 hereof relating to the sole and exclusive remedies of the Guaranteed Party and the Guaranteed Party Related Persons against the Guarantor or any Related Person) are illegal, invalid or unenforceable, in whole or in part, (y) the Guarantor is liable in excess of or to a greater extent than the Guaranteed Percentage of the Guaranteed Obligations or the Maximum Amount, or (z) any theory of liability against the Guarantor or any Related Person with respect to the Transactional Matters (including the transactions contemplated by this Limited Guaranty or the Merger Agreement) other than Retained Claims, then (i) the obligations of the Guarantor under this Limited Guaranty shall terminate ab initio and be null and void, (ii) if the Guarantor has previously made any payments under this Limited Guaranty, it shall be entitled to recover such payments from the Guaranteed Party and (iii) neither the Guarantor nor any Related Person shall have any liability to the Guaranteed Party or any Guaranteed Party Related Person with respect to any Transactional Matter.

6. Continuing Guaranty. Except to the extent terminated pursuant to the provisions of Section 5 hereof, this Limited Guaranty is a continuing one and shall remain in full force and effect until the indefeasible payment and satisfaction in full of the Guaranteed Obligations (subject to the Maximum Amount), shall be binding upon the Guarantor, its successors and assigns, and shall inure to the benefit of, and be enforceable by, the Guaranteed Party and their respective successors, permitted transferees and permitted assigns; provided, that, notwithstanding anything to the contrary in this Limited Guaranty, the provisions of this Limited Guaranty that are for the benefit of any Related Person shall indefinitely survive any termination of this Limited Guaranty. All obligations to which this Limited Guaranty applies or may apply under the terms hereof shall be conclusively presumed to have been created in reliance hereon.

7. Entire Agreement. This Limited Guaranty contains the entire understanding and agreement with respect to the subject matter hereof and supersedes any and all prior discussions, negotiations, proposals, undertakings, agreements and understandings (verbal or written), among Parent, Merger Sub and/or the Guarantor or any of their Affiliates, on the one hand, and the

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Guaranteed Party or any of its Affiliates, on the other hand, except for the Merger Agreement, the Support Agreements, the Other Guaranties, the Equity Commitment Letters, the Debt Commitment Letter, and the confidentiality agreements entered into between the Bain Shareholders and the applicable Investors. This Limited Guaranty is not intended to and shall not confer upon any Person other than the parties hereto any rights or remedies.

8. Amendments and Waivers. This Limited Guaranty may not be modified, amended, supplemented, canceled or discharged, except by written instrument executed by the Guarantor and the Guaranteed Party. No failure to exercise, and no delay in exercising, any right, power or privilege under this Limited Guaranty shall operate as a waiver, nor shall any single or partial exercise of any right, power or privilege hereunder preclude the exercise of any other right, power or privilege. No waiver of any breach of any provision shall be deemed to be a waiver of any preceding or succeeding breach of the same or any other provision, nor shall any waiver be implied from any course of dealing between the parties. No extension of time for performance of any obligations or other acts hereunder or under any other agreement shall be deemed to be an extension of the time for performance of any other obligations or any other acts. Each and every right, remedy and power hereby granted to the Guaranteed Party or allowed it by Law or other agreement shall be cumulative and not exclusive of any other, and may be exercised by the Guaranteed Party at any time or from time to time subject to the terms and provisions hereof.

9. Counterparts. This Limited Guaranty may be executed in any number of counterparts (including by means of facsimile or electronic transmission, such as by electronic mail in “.pdf” form), each of which will be deemed an original and all of which together shall constitute one and the same instrument. This Limited Guaranty will become effective when duly executed by each party hereto.

10. Notices. All notices, demands and other communications to be given or delivered under or by reason of the provisions of this Limited Guaranty shall be in writing and shall be deemed to have been given (a) when personally delivered, (b) when transmitted (except if not a Business Day then the next Business Day) via telecopy (or other facsimile device) or electronic mail to the number or email address, as applicable, set out below (provided, that no “error” message or other notification of non-delivery is generated), (c) the day following the day (except if not a Business Day then the next Business Day) on which the same has been delivered prepaid to a reputable national overnight air courier service or (d) the third Business Day following the day on which the same is sent by certified or registered mail, postage prepaid. Notices, demands and communications, in each case to the respective parties hereto, shall be sent to the applicable address set forth below, unless another address has been previously specified in writing by such party:

if to the Guarantor:

[•]

Attn: [•]

E-mail: [•]

Fax: [•]

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with a copy (which will not constitute notice) to:

[•]

Attn: [•]

E-mail: [•]

Fax: [•]

If to the Guaranteed Party, as provided in Section 9.4 of the Merger Agreement.

From time to time, any party hereto may provide notice to the other parties hereto of a change in its address or fax number through a notice given in accordance with this Section 10, except that notice of any change to the address or any of the other details specified in or pursuant to this Section 10 will not be deemed to have been received until, and will be deemed to have been received upon, the later of the date (i) specified in such notice; or (ii) that is two (2) Business Days after such notice would otherwise be deemed to have been received pursuant to this Section 10.

11. Governing Law. This Limited Guaranty shall be interpreted, construed and governed by and in accordance with the Laws of the State of New York without regard to the conflicts of Law principles thereof that would subject such matter to the Laws of another jurisdiction.

12. Jurisdiction. Each of the parties hereto irrevocably (a) consents to submit itself to the personal jurisdiction of any state or federal court sitting in the Borough of Manhattan of the City of New York in connection with any matter based upon or arising out of this Limited Guaranty or any of the transactions contemplated by this Limited Guaranty or the actions of the Guarantor or the Guaranteed Party in the negotiation, administration, performance and enforcement hereof and thereof, (b) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, (c) agrees that it will not bring any action relating to this Limited Guaranty or any of the transactions contemplated by this Limited Guaranty in any court other than the state and federal courts sitting in the Borough of Manhattan of the City of New York, as described above, and (d) consents to service being made through the notice procedures set forth in Section 10. Each of the Guarantor and the Guaranteed Party hereby agrees that service of any process, summons, notice or document by registered mail to the respective addresses set forth herein shall be effective service of process for any suit or proceeding in connection with this Limited Guaranty or the transactions contemplated hereby. Each party hereto hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Limited Guaranty, any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason other than the failure to serve process in accordance with this Section 12, that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and to the fullest extent permitted by applicable Law, that the suit, action or proceeding in any such court is brought in an inconvenient forum, that the venue of such suit, action or proceeding is improper, or that this Limited Guaranty, or the subject matter hereof or thereof, may not be enforced in or by such courts and further irrevocably

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waives, to the fullest extent permitted by applicable Law, the benefit of any defense that would hinder, fetter or delay the levy, execution or collection of any amount to which the party is entitled pursuant to the final judgment of any court having jurisdiction. Each party expressly acknowledges that the foregoing waiver is intended to be irrevocable under the Laws of the State of New York and other applicable Laws; provided that each such party’s consent to jurisdiction and service contained in this Section 12 is solely for the purpose referred to in this Section 12 and shall not be deemed to be a general submission to said courts or in the State of New York other than for such purpose.

13. Representations and Warranties. The Guarantor hereby represents and warrants to the Guaranteed Party that (a) it has the complete rights and legal capacity, and all necessary power and authority to execute and deliver this Limited Guaranty and to perform its obligations hereunder, (b) the execution, delivery and performance of this Limited Guaranty by the Guarantor has been duly and validly authorized and approved by all necessary action, and no other proceedings or actions on the part of the undersigned are necessary therefor; (c) this Limited Guaranty has been duly and validly executed and delivered by it and constitutes a valid and legally binding obligation of it, enforceable against the undersigned in accordance with its terms (subject to the Bankruptcy and Equity Exception); (d) the execution, delivery and performance by the undersigned of this Limited Guaranty do not and will not violate the organizational documents of the undersigned, any applicable Law or any contractual restriction binding on the Guarantor or its assets, and (e)(i) the Guarantor is solvent and shall not be rendered insolvent as a result of its execution and delivery of this Limited Guaranty or the performance of its obligations hereunder, (ii) the Guarantor has the financial capacity to pay and perform its obligations under this Limited Guaranty, and (iii) all funds necessary for such Guarantor to fulfill its obligations under this Limited Guaranty shall be available to the Guarantor for so long as this Limited Guaranty shall remain in effect unless terminated in accordance with Section 5 hereof.

14. Assignment. Neither the Guarantor nor the Guaranteed Party may assign their rights, interests or obligations hereunder to any other Person without the prior written consent of the Guaranteed Party (in the case of an assignment by the Guarantor) or the Guarantor (in the case of an assignment by the Guaranteed Party). Notwithstanding the foregoing, the Guarantor may, with prior written notice to the Guaranteed Party, assign its rights, interests or its Guaranteed Obligations hereunder to its Affiliates ; provided, however, that no such assignment shall relieve the Guarantor of its Guaranteed Obligations hereunder except that such Guaranteed Obligations hereunder shall be reduced on a dollar-for-dollar basis by any amounts actually paid in cash to the Guaranteed Party in respect of its Guaranteed Obligations hereunder by such permitted assignee. Any purported assignment in violation of this Limited Guaranty shall be null and void.

15. WAIVER OF JURY TRIAL. EACH OF THE GUARANTOR AND THE GUARANTEED PARTY HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS LIMITED GUARANTY OR THE TRANSACTIONS CONTEMPLATED HEREBY (INCLUDING ANY SUCH ACTION INVOLVING ANY RELATED PERSON OR ANY GUARANTEED PARTY RELATED PERSON) OR THE ACTIONS OF THE GUARANTOR OR THE GUARANTEED PARTY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT HEREOF OR THEREOF.

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16. Severability. In the event that any provision of this Limited Guaranty, or the application thereof, becomes or is declared by a court of competent jurisdiction to be illegal, void or unenforceable, the remainder of this Limited Guaranty will continue in full force and effect and the application of such provision to other Persons or circumstances will be interpreted so as reasonably to effect the intent of the parties hereto. The parties hereto further agree to replace such void or unenforceable provision of this Limited Guaranty with a valid and enforceable provision that will achieve, to the extent possible, the economic, business and other purposes of such void or unenforceable provision. Notwithstanding anything herein to the contrary, this Limited Guaranty may not be enforced without giving effect to the limitation of the amount payable hereunder to the Maximum Amount in respect of the Guaranteed Obligations as provided in Section 1 hereof and to the provisions of Sections 3 and 5 hereof. No party hereto shall assert, and each party shall cause its respective affiliates and subsidiaries (and, in the case of the Guaranteed Party, each Guaranteed Party Related Person) not to assert, that this Limited Guaranty or any part hereof is invalid, illegal or unenforceable.

17. Confidentiality. This Limited Guaranty shall be treated as confidential and is being provided to the Guaranteed Party solely in connection with the transactions contemplated by the Merger Agreement. This Limited Guaranty may not be used, circulated, quoted or otherwise referred to in any document (other than the Merger Agreement and any agreement or document referred to therein), except with the written consent of the Guarantor; provided, that any party hereto may disclose the existence of this Limited Guaranty to the extent (a) required by any applicable Law, the applicable rules of any national securities exchange, in connection with any SEC filings relating to the Merger Agreement or the transactions contemplated thereby (including the Merger), or (b) reasonably necessary in order to enforce its rights under this Limited Guaranty, including in connection with any legal action to enforce such rights and the Guarantor may disclose it to any Related Person that needs to know of the existence of this Limited Guaranty and is subject to the confidentiality obligations set forth herein.

18. Headings. The headings contained in this Limited Guaranty are for convenience purposes only and will not in any way affect the meaning or interpretation hereof.

19. Relationship of the Parties. Each party acknowledges and agrees that (a) this Limited Guaranty is not intended to, and does not, create any agency, partnership, fiduciary or joint venture relationship between or among any of the parties hereto and neither this Limited Guaranty nor any other document or agreement entered into by any party hereto relating to the subject matter hereof shall be construed to suggest otherwise, and (b) the obligations of the Guarantor under this Limited Guaranty are solely contractual in nature.

[Remainder of page left intentionally blank]

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IN WITNESS WHEREOF, the Guarantor has caused this Limited Guaranty to be executed and delivered as of the date first written above.

[Signature Page to Limited Guaranty]

Schedule A

Other Guarantors

[•]

Exhibit 99.F

EXECUTION VERSION

BAIN CAPITAL ASIA FUND V, L.P.

200 Clarendon Street

Boston, MA 02116

August 11, 2023

BCPE Chivalry Bidco Limited

PO Box 309, Ugland House

Grand Cayman, KY1-1104, Cayman Islands

Re: Equity Commitment Letter

Ladies and Gentlemen:

Bain Capital Asia Fund V, L.P. (the “Sponsor”) is pleased to offer this commitment, subject to the terms and conditions contained herein, to BCPE Chivalry Bidco Limited, a newly-formed Cayman Islands exempted company with limited liability (“Parent”), established for the purpose of consummating the transactions contemplated by the Agreement and Plan of Merger, dated as of the date hereof, by and among BCPE Chivalry Merger Sub Limited, an exempted company incorporated under the laws of the Cayman Islands (“Merger Sub”), Chindata Group Holdings Limited, an exempted company incorporated under the laws of the Cayman Islands (the “Company”) and Parent (as amended, restated, supplemented or otherwise modified from time to time, the “Merger Agreement”). Concurrently with the delivery of this letter agreement, Keppel Funds Investment Pte. Ltd. (the “Other Sponsor”) is entering into a letter agreement in a form and content substantially identical (other than for the Pro Rata Percentage of such Other Sponsor) to this letter agreement (the “Other Sponsor Equity Commitment Letter”) committing to contribute, or cause to be contributed, directly or indirectly through one or more entities, certain amount of cash as an equity contribution to Parent. Capitalized terms used but not otherwise defined herein have the meanings ascribed to such terms in the Merger Agreement.

1. Commitment. The Sponsor hereby agrees and commits to contribute, or cause to be contributed, directly or indirectly through one or more other entities, as an equity contribution to Parent an amount of US251,905,969 (being an amount equal to its Pro Rata Percentage (as defined below) of US$343,149,653) in cash in immediately available funds (such equity contribution, the “Contribution”) at or prior to the Closing and on the terms and subject to the conditions contained herein and in the Merger Agreement, in exchange, directly or indirectly, for Topco Shares to be issued to the Sponsor or a Person or Persons designated by the Sponsor. The proceeds from (a) such Contribution and (b) the corresponding contributions under the Other Sponsor Equity Commitment Letter, together with the proceeds of the Debt Financing and/or the Alternative Financing (if applicable), shall be used by Parent solely to (i) fund (or cause to be funded) the aggregate Merger Consideration contemplated by Article II of the Merger Agreement and any other amounts required to be paid by Parent or Merger Sub in connection with the consummation of the Transactions pursuant to the Merger Agreement, and (ii) pay (or cause to be paid) related fees and expenses required to be paid by Parent or Merger Sub in connection with the Transactions (which, in each case and for the avoidance of doubt, shall not include the Parent Termination Fee or any Guaranteed

Obligations (as defined in the Limited Guaranty) as provided under the Limited Guaranty given by the Sponsor) (collectively, the “Closing Payments”). Notwithstanding anything herein to the contrary, it is agreed and understood that the Contribution to be funded by the Sponsor pursuant to this letter agreement may be reduced in a manner agreed by Parent and the Sponsor; provided that such lesser amount is sufficient, when taken together with any other funds obtained by Parent from other sources (including (x) the net amounts available to Parent under the Debt Financing, (y) any other equity contributions made to Parent prior to or at the Closing, including pursuant to the Other Sponsor Equity Commitment Letter or pursuant to the Support Agreements, and (z) other cash on hand and other available sources of cash, if applicable), to pay the Closing Payments at the Closing. For purposes of this letter agreement, the “Pro Rata Percentage” of the Sponsor means 73.4099%.

2. Closing Conditions. The Sponsor’s obligation to make the Contribution pursuant to this letter agreement is subject to the following conditions: (a) the satisfaction or waiver at or prior to the Closing of all conditions precedent to the obligations of Parent and Merger Sub to consummate the Closing set forth in Section 7.1 and Section 7.2 of the Merger Agreement; (b) the substantially contemporaneous consummation of the Closing; (c) the Debt Financing (or any Replacement Debt Financing or Alternative Financing, as the case may be) required to be funded on or prior to the Closing to consummate the Transactions having been funded in full or will be funded in full at the Closing if the Contribution is funded at the Closing; and (d) the substantially contemporaneous funding of the contributions contemplated by the Other Sponsor Equity Commitment Letter; provided that the satisfaction or failure of the condition set forth in this sub-clause (d) shall not limit or impair the ability of Parent or the Company to seek enforcement of the obligations of the Sponsor under and in accordance with this letter agreement if (i) Parent or the Company, as applicable, is also concurrently seeking enforcement of the Other Sponsor Equity Commitment Letter, or (ii) the Other Sponsor has satisfied or will satisfy its obligations under its Other Sponsor Equity Commitment Letter in full concurrently with or prior to the funding of the Contribution by the Sponsor hereunder in accordance with this letter agreement.

3. Enforcement/Limited Recourse.

(a) This letter agreement may only be enforced by Parent and none of Company’s, Parent’s or Merger Sub’s creditors nor any other Person that is not a party to this letter agreement shall have any direct or indirect right to enforce this letter agreement or to cause Parent to enforce this letter agreement; provided that, (x) if and to the extent the Company is entitled to specific performance requiring Parent and Merger Sub to cause Equity Financing to be funded and to consummate the Closing pursuant to, and subject to, the terms and conditions in, Section 9.12 of the Merger Agreement, and subject to the conditions described in Section 2 of this letter agreement, and subject further to Sections 10 and 11 of this letter agreement, then the Company is hereby made a third party beneficiary of the rights granted to Parent as set forth in Section 1 and shall be entitled to specific performance to cause the Contribution to be funded hereunder in accordance with Section 1 hereof, and (y) the Company is also hereby made an express third party beneficiary of Sections 3, 5, 10, 11 and 15 (the rights described in (x) and (y) collectively, the “Company Third Party Beneficiary Rights”); provided, further, that in no event shall this letter agreement be enforced by any Person, unless (i) the enforcement of the Other Sponsor Equity Commitment Letter is being substantially concurrently pursued by that Person or Parent, or (ii) the Other Sponsor has satisfied or will satisfy its obligations in full under its Other Sponsor Equity Commitment Letter concurrently with or prior to the funding of the Contribution by the Sponsor hereunder in accordance with this letter agreement.

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(b) Concurrently with the execution and delivery of this letter agreement, the Sponsor is executing and delivering to the Company a limited guaranty, dated as of the date hereof, related to certain payment obligations of Parent and Merger Sub under the Merger Agreement (the “Limited Guaranty”). The Company’s (i) remedies against the Sponsor and its successors and assigns under the Limited Guaranty or, if applicable, the Support Agreement, (ii) remedies against any Other Guarantor (as defined in the Limited Guaranty) and their successors and assigns under any Other Guaranty (as defined in the Limited Guaranty) or, if applicable, any other Support Agreement, (iii) remedies against the Sponsor and its successors and assigns by exercising the Company Third Party Beneficiary Rights hereunder, (iv) remedies against the Other Sponsor and its successors and assigns by exercising the Company Third Party Beneficiary Rights (as defined in the Other Sponsor Equity Commitment Letter) under the Other Sponsor Equity Commitment Letter, and (v) remedies against Parent and Merger Sub and their respective successors and assigns under the Merger Agreement shall be, and are intended to be, the sole and exclusive direct or indirect remedies available to the Company and its subsidiaries, any of their respective Affiliates and the former, current and future holders of any equity, controlling persons, directors, officers, employees, agents, attorneys, members, managers, general or limited partners, and assignees of each of the Company, its subsidiaries, and any of their Affiliates (collectively, the “Company Related Parties”) against (A) the Sponsor or (B) any Affiliate of the Sponsor, or any former, current or future direct or indirect director, officer, employee, agent, manager, incorporator, attorney, advisor or other Representative of the Sponsor or of any Affiliate of the Sponsor (including any person negotiating or executing this letter agreement on behalf of such a party), any former, current or future, direct or indirect holder of any equity interests or securities of the Sponsor or of any Affiliate of the Sponsor (whether such holder is a limited or general partner, member, stockholder or otherwise), or any former, current or future director, officer, employee, agent, incorporator, attorney, general or limited partner, manager, member, equityholder, stockholder, Affiliate, controlling person, advisor or other Representative, successor or assignee of any of the foregoing (each such Person set forth in the foregoing clause (B), a “Sponsor Related Person”) in respect of any matters, liabilities or obligations arising under, or in connection with, the Merger Agreement, the Limited Guaranty, this letter agreement, or if applicable, the Support Agreements or the failure of the Merger to be consummated for any reason, or otherwise in connection with the Transactions, or in respect of any representations made or alleged to have been made in connection therewith (collectively, the “Transactional Matters”), including without limitation in the event Parent or Merger Sub breaches (whether willfully, intentionally, unintentionally or otherwise) any obligations under the Merger Agreement, whether or not such breach is caused by the Sponsor’s breach of its obligations under this letter agreement; provided that in the event the Company successfully compels specific performance of the obligations of Parent and Merger Sub to consummate the Closing in accordance with, and subject to, the terms and conditions set forth in Section 9.12 of the Merger Agreement, the Sponsor makes the Contribution and Closing occurs, then neither the Company nor any Company Related Party shall have any remedy against the Sponsor or any Sponsor Related Person, including under the Limited Guaranty.

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(c) Notwithstanding anything that may be expressed or implied in this letter agreement, by its acceptance hereof, Parent (and by its acceptance of the benefits hereof, the Company), acknowledges and agrees that (i) notwithstanding that the Sponsor is a limited liability entity, no recourse hereunder or under any document or instrument delivered in connection herewith may be had against any Sponsor Related Person, whether by the enforcement of any judgment or assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable Law, and (ii) no personal liability whatsoever will attach to, be imposed on or otherwise be incurred by any Sponsor Related Person in connection with this letter agreement or any documents or instruments delivered in connection herewith for any claim based on, in respect of or by reason of such obligations or by their creation. Notwithstanding anything to the contrary, in no event shall the Company be permitted to enforce this letter agreement if the Company has claimed for and received any monetary damages (including the Parent Termination Fee) from Parent, Merger Sub or the Guarantors.

4. Expiration. All obligations under this letter agreement shall expire and terminate automatically and immediately upon the earliest to occur of (a) the valid termination of the Merger Agreement in accordance with its terms, (b) the funding of the Contribution by the Sponsor in accordance with the terms of this letter agreement and the consummation of the Closing in accordance with the Merger Agreement, (c) the assertion by the Company or any of its controlled Affiliates or agents duly authorized to act on the Company’s or its controlled Affiliates’ behalf, directly or indirectly, in any Action, of any claim against Parent, Merger Sub, the Sponsor or any Sponsor Related Person, the Other Sponsor or any of its Sponsor Related Persons (as defined in the Other Sponsor Equity Commitment Letter) arising out of or otherwise relating to this letter agreement, the Sponsor’s Limited Guaranty, any Other Guaranty (as defined in the Limited Guaranty), the Merger Agreement, the Debt Commitment Letter or otherwise in connection with the Transactional Matters (other than Retained Claims (as defined in, and to the extent permitted under, the Limited Guaranty)), in each case, subject to all of the terms, conditions and limitations herein and therein, and (d) the Company’s receipt in full of the Parent Termination Fee under the Merger Agreement. Notwithstanding anything to the contrary in this letter agreement, the provisions set forth herein that are for the benefit of any Sponsor Related Person shall indefinitely survive any termination of this letter agreement.

5. Assignment. The commitment evidenced by this letter agreement shall not be assignable by any party without the prior written consent of the other party hereto and the Company, and the granting of such consent in any given instance shall be solely in the discretion of the Person granting such consent and, if granted, shall not constitute a waiver of this requirement as to any subsequent assignment. Notwithstanding the foregoing, the Sponsor may, without consent and with prior written notice to Parent and the Company, assign all or a portion of its Contribution hereunder to one or more of its Affiliates (any such Affiliate, a “Permitted Assignee”); provided that no such assignment or transfer to a Permitted Assignee shall (a) relieve a Sponsor of any part of its obligations hereunder, except on a dollar-for-dollar basis in respect of any portion of its Contribution actually funded by such Permitted Assignee pursuant to the assigning Sponsor’s Contribution under this letter agreement or (b) prevent, materially impair or delay the Closing. Any purported assignment of this commitment in contravention of this Section 5 shall be null and void.

6. No Other Beneficiaries. Subject to and except for the Company Third Party Beneficiary Rights: (a) this letter agreement shall be binding on the Sponsor solely for the benefit of Parent, and (b) nothing set forth in this letter agreement is intended to or shall confer upon or give to any Person other than Parent (and the Sponsor Related Persons to the extent provided herein) any benefits, rights or remedies under or by reason of, or any rights to enforce or cause Parent to enforce, the Contribution or any provisions of this letter agreement. Without limiting the foregoing, Parent’s creditors shall have no right to enforce this letter agreement or to cause Parent to enforce this letter agreement.

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7. Representations and Warranties. The Sponsor hereby represents and warrants to Parent with respect to itself that (a) it will, at the Closing, have sufficient funds to fund the Contribution; (b) it has complete rights and legal capacity, and all necessary power and authority to execute and deliver this letter agreement and to perform its obligations hereunder; (c) the execution, delivery and performance of this letter agreement by the Sponsor has been duly and validly authorized and approved by all necessary action, and no other proceedings or actions on the part of the Sponsor are necessary therefor; (d) this letter agreement has been duly and validly executed and delivered by it and constitutes a valid and legally binding obligation of it, enforceable against the Sponsor in accordance with its terms (subject to the Bankruptcy and Equity Exception); (e) there is no Action pending, or, to its knowledge, threatened against it, that restricts or prohibits (or, if successful, would restrict or prohibit) the performance by it of its obligations under this letter agreement and (f) the execution, delivery and performance by the Sponsor of this letter agreement do not and will not violate the organizational documents of the Sponsor or any applicable Law or any contractual restriction binding on the Sponsor or its assets.

8. Severability. In the event that any provision of this letter agreement, or the application thereof, becomes or is declared by a court of competent jurisdiction to be illegal, void or unenforceable, the remainder of this letter agreement will continue in full force and effect and the application of such provision to other Persons or circumstances will be interpreted so as reasonably to effect the intent of the parties hereto. The parties hereto further agree to replace such void or unenforceable provision of this letter agreement with a valid and enforceable provision that will achieve, to the extent possible, the economic, business and other purposes of such void or unenforceable provision. Notwithstanding anything herein to the contrary, this letter agreement may not be enforced without giving effect to each of the provisions of Sections 2, 3 and 4 hereof. No party hereto shall assert, and each party hereto shall cause its respective Affiliates not to assert, that this letter agreement or any part hereof is invalid, illegal or unenforceable.

9. Confidentiality. This letter agreement shall be treated as confidential and is being provided to Parent solely in connection with the Transactions. This letter agreement may not be used, circulated, quoted or otherwise referred to in any document (other than the Merger Agreement and any agreement or document referred to therein), except with the written consent of the Sponsor; provided that no such written consent shall be required for disclosures by Parent to the Company, the Other Sponsor, and the Investors and respective authorized representatives, including officers, directors, employees, partners, members, investors, financing sources, advisors (including financial and legal advisors) and any representatives of the foregoing (collectively, “Representatives”), so long as the Company, the Investors and their respective Representatives agree to keep such information confidential on terms substantially identical to the terms contained in this Section 9; provided, further, that any party hereto may disclose this letter agreement to the extent (a) required by any applicable Law, the applicable rules of any national securities exchange, in connection with any SEC filings relating to the Merger Agreement or the Transactions (including the Merger), or (b) reasonably necessary in order to enforce its rights under this letter agreement, including in connection with any legal action to enforce such rights.

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10. Governing Law. This letter agreement shall be interpreted, construed and governed by and in accordance with the Laws of the State of New York without regard to the conflicts of Law principles thereof that would subject such matter to the Laws of another jurisdiction.

11. Jurisdiction. Each of the parties hereto irrevocably (a) consents to submit itself to the personal jurisdiction of any state or federal court sitting in the Borough of Manhattan of the City of New York in connection with any matter based upon or arising out of this letter agreement or any of the transactions contemplated by this letter agreement or the actions of the Sponsor, Parent or the Company in the negotiation, administration, performance and enforcement hereof and thereof, (b) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, (c) agrees that it will not bring any action relating to this letter agreement or any of the transactions contemplated by this letter agreement in any court other than the state and federal courts sitting in the Borough of Manhattan of the City of New York, as described above, and (d) consents to service being made to the parties’ addresses set forth herein. Each of Parent and the Sponsor hereby agrees that service of any process, summons, notice or document by registered mail to the respective addresses set forth herein shall be effective service of process for any suit or proceeding in connection with this letter agreement or the transactions contemplated hereby. Each party hereto hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this letter agreement, any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason other than the failure to serve process in accordance with this Section 11, that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and to the fullest extent permitted by applicable Law, that the suit, action or proceeding in any such court is brought in an inconvenient forum, that the venue of such suit, action or proceeding is improper, or that this letter agreement, or the subject matter hereof or thereof, may not be enforced in or by such courts and further irrevocably waives, to the fullest extent permitted by applicable Law, the benefit of any defense that would hinder, fetter or delay the levy, execution or collection of any amount to which the party is entitled pursuant to the final judgment of any court having jurisdiction. Each party expressly acknowledges that the foregoing waiver is intended to be irrevocable under the Laws of the State of New York and other applicable Laws; provided that each such party’s consent to jurisdiction and service contained in this Section 11 is solely for the purpose referred to in this Section 11 and shall not be deemed to be a general submission to said courts or in the State of New York other than for such purpose.

12. Waiver of Jury Trial. EACH OF PARENT AND THE SPONSOR HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS LETTER AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (INCLUDING ANY SUCH ACTION INVOLVING ANY SPONSOR RELATED PERSON) OR THE ACTIONS OF PARENT OR THE SPONSOR IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT HEREOF OR THEREOF.

13. Headings. The headings contained in this letter agreement are for convenience purposes only and will not in any way affect the meaning or interpretation hereof.

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14. Entire Agreement. This letter agreement, the Other Sponsor Equity Commitment Letter, the Debt Commitment Letter, the Limited Guaranty, the Other Guaranties (as defined in the Limited Guaranty), the Merger Agreement, the Support Agreements and the confidentiality agreements entered into between the Bain Shareholders and the applicable Investors constitute the entire understanding and agreement with respect to the subject matter hereof and thereof, and supersede all prior agreements, understandings and statements, both written and oral, between or among Parent or any of its Affiliates and the Sponsor or any of its Affiliates.

15. Amendment and Waivers. This letter agreement may not be amended, and no provision hereof waived or modified, (a) except by an instrument in writing signed by the Sponsor and Parent, and (b) without the Company’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed), to the extent any amendment, waiver or modification proposed to be made, individually or in the aggregate, would have or would reasonably be expected to have a Parent Material Adverse Effect or an adverse effect on the Company Third Party Beneficiary Rights. No waiver by any party hereto shall operate or be construed as a waiver in respect of any failure, breach or default not expressly identified by such written waiver, whether of a similar or different character, and whether occurring before or after that waiver.

16. Counterparts. This letter agreement may be executed in one or more counterparts including by facsimile or other means of electronic transmission, such as by electronic mail in “.pdf” form, each of which will be deemed to be an original copy of this letter agreement and all of which, when taken together, will be deemed to constitute one and the same agreement.

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Agreed to and accepted as of the date first written above:

BCPE CHIVALRY BIDCO LIMITED

[Signature Page to Equity Commitment Letter]

Exhibit 99.G

PRIVATE AND CONFIDENTIAL

EXECUTION FORM

To:    BCPE Chivalry Merger Sub Limited, an exempted company incorporated in the Cayman Islands with limited liability (you or the Company)

__28___June 2023

Dear Sirs,

Project Chivalry – Commitment Letter

We, Shanghai Pudong Development Bank Co., Ltd. Lujiazui Sub-branch (上海浦东发展银行股份有限公司陆家嘴支行) and Industrial Bank Co., Ltd. Shanghai Branch (兴业银行股份有限公司上海分行) (each an Original Mandated Lead Arranger and together the Original Arrangers) and Shanghai Pudong Development Bank Co., Ltd. Lujiazui Sub-branch (上海浦东发展银行股份有限公司陆家嘴支行) and Industrial Bank Co., Ltd. Shanghai Branch (兴业银行股份有限公司上海分行) (each an Original Underwriter and together, the Original Underwriters and together with the Original Arrangers, we or us) are pleased to set out in this letter the terms and conditions on which the Original Arrangers are willing to arrange the Term Facilities and the Original Underwriters are willing to underwrite and fund the Term Facilities in full.

You have advised us that the Sponsors are proposing to (directly or indirectly) acquire, by way of merger, the entire issued share capital of Chindata Group Holdings Limited (NASDAQ: CD) (the Target, together with its subsidiaries, the Target Group) pursuant to the agreement and plan of merger (the Merger Agreement) to be entered into among the Parent, the Company and the Target (the Merger), with consummation of the Merger (the Completion) taking place subject to the terms and conditions of the Merger Agreement.

This letter is to be read together with the term sheet attached as Schedule 1 hereto (the Term Sheet). This letter, the Term Sheet and the fee letter that sets out the fees payable in relation to the Term Facilities (the Fee Letter) are the Commitment Documents.

Unless otherwise defined in this letter or unless the context otherwise requires, terms defined in the other Commitment Documents shall have the same meaning when used in this letter.

There are no other conditions, implied or otherwise, to the commitments of the Original Credit Parties, their obligations hereunder and their funding of the Term Facilities other than as expressly referred to in the foregoing sentence.

Subject to paragraph 2.2 above, you:

in each case on a confidential basis in connection with the Merger and the Term Facilities;

If the Company does not accept the offer made by the Original Credit Parties in this letter by signing and faxing or scanning and emailing countersigned copies of this letter, marked for the attention of Ms. DING Ling at No.710 Dongfang Road, Pudong New Area, Shanghai, PRC (Emails: dingl13@spdb.com.cn) and Xiaomeng Du at 29/F , No 168 Jiangning Road, Jing An District, Shanghai, PRC (Email: lola.du@cib.com.cn) before 11.59 pm Hong Kong time on the date of this letter (the Acceptance Date), such offer shall terminate on that date unless the Acceptance Date is extended by us in writing.

No party shall make (and shall cause each of its affiliates not to make) any public announcement regarding any or all of the Transaction or the Term Facilities without the prior consent of each of the other parties (such consent not to be unreasonably withheld or delayed), except to the extent required by law, regulation or applicable governmental or regulatory authority (including any applicable stock exchange). On and after the date on which the Merger is publicly announced or disclosed, each Credit Party shall consult with the Company and provide the Company a reasonable opportunity to review and comment on (and reasonably consider such proposed comments) prior to disclosing, at its own expense, its participation in the Term Facilities, including without limitation, the placement of “tombstone” advertisements in financial and other newspapers, journals and in marketing materials.

To accept this offer please sign and return to the Original Arranger a copy of this letter and the Fee Letter that sets out certain fees and expenses payable in relation to the Term Facilities.

If this offer is not so accepted, you are directed to return the Commitment Documents (and any copies) to the Original Credit Parties immediately.

If you agree to the above, please acknowledge your agreement and acceptance of this letter by signing and returning the enclosed copy of this letter together with the Fee Letter countersigned by you.

Yours faithfully,

SHANGHAI PUDONG DEVELOPMENT BANK CO., LTD. LUJIAZUI SUB-BRANCH (上海浦东发展银行股份有限公司陆家嘴支行) incorporated in the PRC with limited liability

as Original Arranger

By: 周瑾

SHANGHAI PUDONG DEVELOPMENT BANK CO., LTD. LUJIAZUI SUB-BRANCH (上海浦东发展银行股份有限公司陆家嘴支行) incorporated in the PRC with limited liability

as Original Underwriter

By: 周瑾

INDUSTRIAL BANK CO., LTD. SHANGHAI BRANCH (兴业银行股份有限公司上海分行) incorporated in the PRC with limited liability

as Original Arranger

By: 夏维淳

INDUSTRIAL BANK CO., LTD. SHANGHAI BRANCH (兴业银行股份有限公司上海分行) incorporated in the PRC with limited liability

as Original Underwriter

By: 夏维淳

For and on behalf of

BCPE CHIVALRY MERGER SUB LIMITED

Date: __28 June_______ 2023

PROJECT CHIVALRY – TERM SHEET