UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13E-3

RULE 13e-3 TRANSACTION STATEMENT UNDER SECTION 13(E)

OF THE SECURITIES EXCHANGE ACT OF 1934

Chindata Group Holdings Limited

(Name of the Issuer)

Chindata Group Holdings Limited

BCPE Chivalry Bidco Limited

BCPE Chivalry Merger Sub Limited

BCPE Stack ESOP Holdco Limited

BCPE Stack Holdings, L.P.

BCPE Bridge Cayman, L.P.

Bridge Management, L.P.

BCPE Chivalry Newco, L.P.

BCPE Bridge GP, LLC

BCPE Stack GP, LLC

BCPE Chivalry Newco GP, LLC

Bain Capital Asia Fund V, L.P.

Bain Capital Asia V General Partner, LLC

Bain Capital Investors, LLC

Bain Capital Distressed and Special Situations 2016 (A), L.P.

Bain Capital Distressed and Special Situations 2016 Investors (A) L.P.

Bain Capital Distressed and Special Situations 2016 (B Master), L.P.

Bain Capital Distressed and Special Situations 2016 Investors (B), L.P.

Bain Capital Credit Managed Account (Blanco), L.P.

Bain Capital Credit Managed Account Investors (Blanco), LLC

Bain Capital Distressed and Special Situations 2016 (F), L.P.

Bain Capital Distressed and Special Situations 2016 Investors (F), L.P.

Bain Capital Credit Member, LLC

BCC SSA I, LLC

Bain Capital Special Situations Asia, L.P.

Bain Capital Special Situations Asia Investors, LLC

Bain Capital Credit Member II, Ltd.

Bain Capital Distressed and Special Situations 2016 (EU Master), L.P.

Bain Capital Distressed and Special Situations 2016 Investors (EU), L.P.

Bain Capital Credit Member III, S.à r.l.

Boloria Investments Holding B.V.

APG Asset Management, N.V.

APG Groep, N.V.

Stichting Pensioenfonds ABP

Zeta Cayman Limited

Einstein Cayman Limited

SK Inc.

Datos, Inc

KTCU Global Partnership Private Equity Fund

IMM Investment Corp.

Chengyan Liu

(Names of Persons Filing Statement)

Class A Ordinary Shares, par value US$0.00001 per share*

American Depositary Shares, each representing two Class A Ordinary Shares

(Title of Class of Securities)

16955F107**

(CUSIP Number)

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of the Persons Filing Statement)

With copies to:

This statement is filed in connection with (check the appropriate box):

Check the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies:  ☐

Check the following box if the filing is a final amendment reporting the results of the transaction:  ☐

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of this transaction, passed upon the merits or fairness of this transaction, or passed upon the adequacy or accuracy of the disclosure in this transaction statement on schedule 13e-3. Any representation to the contrary is a criminal offense.

Table of Contents

INTRODUCTION

This Rule 13e-3 transaction statement on Schedule 13E-3, together with the exhibits hereto (this “Transaction Statement”), is being filed with the United States Securities and Exchange Commission (the “SEC”) pursuant to Section 13(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), jointly by the following persons (each, a “Filing Person,” and collectively, the “Filing Persons”):

Parent, Merger Sub, the Bain Filing Persons, the APG Filing Persons, the Zeta Filing Persons and Mr. Liu are collectively referred to as the “Parent Party Filing Persons.” The Bain Shareholders, ESOP Holdco, Bridge Management, A Holdings, B Holdings, Blanco, F Holdings, SSA I, EU Holdings, Boloria Investments, Zeta and Mr. Liu are collectively referred to as the “Rollover Shareholders.” The Rollover Shareholders, BCPE Newco and Keppel Funds Investments Pte. Ltd. (“Keppel”) are collectively referred to as the “Investors.” BCPE Sponsor and Keppel are collectively referred to as the “Sponsors.” The Sponsors, the Bain Shareholders, ESOP Holdco and Bridge Management are collectively referred to as the “Guarantors.” Parent, Merger Sub, the Investors, the Sponsors, the Guarantors or any of their respective affiliates (excluding the Company and its subsidiaries) are collectively referred to as the “Parent Parties.” Information required under Rule 13e-3 and related rules under the Exchange Act with respect to the APG Filing Persons in this Transaction Statement, including those set forth in Annex E to the Proxy Statement, is subject to the APG Filing Persons’ confirmation, supplements and amendments and will be furnished to the SEC in an amendment to this Schedule 13E-3 and be included in the definitive Proxy Statement.

On August 11, 2023, Parent, Merger Sub and the Company entered into an agreement and plan of merger (the “Merger Agreement”), which included a plan of merger required to be filed with the Registrar of Companies of the Cayman Islands, substantially in the form attached as Exhibit A to the Merger Agreement (the “Plan of Merger”). The Merger Agreement provides for the merger of Merger Sub with and into the Company (the “Merger”) in accordance with the Companies Act (As Revised) of the Cayman Islands (the “CICA”), with the Company continuing as the surviving company (the “Surviving Company”) and becoming a wholly owned subsidiary of Parent. At the effective time of the Merger (the “Effective Time”), Parent will be beneficially owned by certain Parent Parties. The transactions contemplated by the Merger Agreement and the Plan of Merger, including the Merger, are collectively referred to as the “Transactions.”

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 BCPE Chivalry Topco Limited, an exempted company incorporated under the laws of the Cayman Islands (“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

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(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 shares of Topco (the “Topco Shares”), at or immediately prior to the Effective Time, (c) make a cash contribution in accordance with certain equity commitment letters, dated as of August 11, 2023, between each of BCPE Sponsor and Keppel and Parent 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.

If the Merger is completed, the Company, as the Surviving Company, will continue its operations under the name “Chindata Group Holdings Limited” as a privately held company and will be beneficially owned by certain Parent Parties and, as a result of the Merger, the ADSs will no longer be listed on The Nasdaq Global Select Market and the ADS program for the ADSs will terminate.

If the Merger is consummated, at the Effective Time, (a) each Share issued and outstanding immediately prior to the Effective Time will be cancelled in exchange for the right to receive US$4.30 per Share in cash (the “Per Share Merger Consideration”) without interest and net of any applicable withholding taxes, except for (i) the Shares deemed contributed to Topco by the Rollover Shareholders (the “Rollover Shares”), (ii) Shares (including Shares represented by ADSs) held by Parent, Merger Sub, the Company or any of their subsidiaries, (iii) Shares (including ADSs representing such Shares) held by the Company or The Bank of New York Mellon (the “ADS Depositary”) and reserved for issuance and allocation pursuant to the 2020 Share Option Plan adopted by the Company and effective as of January 1, 2020 (as amended from time to time, the “Company Share Plan”) (the Shares described in clauses (i) through (iii), the “Excluded Shares”), (iv) 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 CICA (the “Dissenting Shares”), and (v) Shares represented by ADSs, (b) each ADS issued and outstanding immediately prior to the Effective Time (other than ADSs representing Excluded Shares) will be cancelled in exchange for the right to receive US$8.60 per ADS in cash (less any fees, including ADS cancellation or termination fees, payable by ADS holders pursuant to the deposit agreement, dated September 29, 2020, among the Company, the Depositary and all holders from time to time of ADSs issued thereunder) without interest and net of any applicable withholding taxes, (c) the Excluded Shares will be cancelled without payment of any consideration from the Company therefor, and (d) 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.

In addition, under the terms of the Merger Agreement, at the Effective Time, (a) each option to purchase Shares issued pursuant to the Company Share Plan (each, a “Company Option”) that is outstanding, unexercised, vested and not yet expired as of immediately prior to the Effective Time (each, a “Vested Company Option”) will be cancelled and converted into the right to receive an amount in cash, without interest and net of any applicable withholding taxes, equal to (i) the excess of the Per Share Merger Consideration of US$4.30 over the exercise price of such Vested Company Option, multiplied by (ii) the number of Shares underlying such Vested Company Option, and (b) each Company Option that is outstanding, unexercised, unvested and not yet expired immediately prior to the Effective Time (each, an “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 Topco and in accordance with the Company Share Plan and the award agreement with respect to such Unvested Company Option.

The Merger remains subject to the satisfaction or waiver of the conditions set forth in the Merger Agreement. In order for the Merger to be completed, the Merger Agreement, the Plan of Merger and the Transactions, including the Merger, must be authorized and approved by special resolution passed by the holders of the Shares, being the affirmative vote of the holders of Shares representing at least two-thirds of the votes cast by such holders as, being entitled to do so, vote in person or by proxy at the extraordinary general meeting in accordance with the CICA and the memorandum and articles of association of the Company. However, the authorization and approval of the Merger Agreement, the Plan of Merger and the Transactions, including the Merger, are not subject to the authorization and approval of holders of a majority of the Company’s outstanding Shares and ADSs unaffiliated with the Parent Parties.

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The Company will make available to its shareholders a proxy statement (the “Proxy Statement,” a preliminary copy of which is attached as Exhibit (a)-(1) to this Transaction Statement), relating to the extraordinary general meeting of shareholders of the Company, at which the shareholders of the Company will consider and vote upon, among other proposals, a proposal to authorize and approve the Merger Agreement, the Plan of Merger and the Transactions, including the Merger. Copies of the Merger Agreement and the Plan of Merger are attached to the Proxy Statement as Annex A and Annex B and are incorporated herein by reference. As of the date hereof, the Proxy Statement is in preliminary form and is subject to completion.

The cross-references below are being supplied pursuant to General Instruction G to Schedule 13E-3 and show the location in the Proxy Statement of the information required to be included in response to the items of Schedule 13E-3. Pursuant to General Instruction F to Schedule 13E-3, the information contained in the Proxy Statement, including all annexes thereto, is incorporated in its entirety herein by this reference, and the responses to each item in this Transaction Statement are qualified in their entirety by the information contained in the Proxy Statement and the annexes thereto. Capitalized terms used but not defined in this Transaction Statement have the meanings given to them in the Proxy Statement.

All information contained in this Transaction Statement concerning each Filing Person has been supplied by such Filing Person. No Filing Person, including the Company, has supplied any information with respect to any other Filing Person.

Item 1. Summary Term Sheet

The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

Item 2. Subject Company Information

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Item 3. Identity and Background of Filing Persons

Item 4. Terms of the Transaction

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Item 5. Past Contracts, Transactions, Negotiations and Agreements

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Item 6. Purposes of the Transaction and Plans or Proposals

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Item 7. Purposes, Alternatives, Reasons and Effects of the Transaction

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Item 8. Fairness of the Transaction

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Item 9. Reports, Opinions, Appraisals and Negotiations

The reports, opinions or appraisals referenced in this Item 9 will be made available for inspection and copying at the principal executive offices of the Company during its regular business hours by any interested holder of the Shares or his, her or its representative who has been so designated in writing.

Item 10. Source and Amount of Funds or Other Consideration

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Item 11. Interest in Securities of the Subject Company

Item 12. The Solicitation or Recommendation

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Item 13. Financial Statements

The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

Item 14. Persons/Assets, Retained, Employed, Compensated or Used

Item 15. Additional Information

Item 16. Exhibits

(a)-(1) Preliminary Proxy Statement of the Company dated                              .

(a)-(2) Notice of Extraordinary General Meeting of Shareholders of the Company, incorporated herein by reference to the Proxy Statement.

(a)-(3) Form of Proxy Card and ADS Voting Instruction Card, incorporated herein by reference to Annex F to the Proxy Statement.

(a)-(4) Press Release issued by the Company, dated August 11, 2023, incorporated herein by reference to Exhibit 99.1 to the Current Report on Form 6-K furnished by the Company to the SEC on August 11, 2023.

(b)-(1) Debt Commitment Letter, dated June  28, 2023, by and between Merger Sub 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), incorporated herein by reference to Exhibit 99.G to the Schedule 13D filed by the Bain Shareholders, Bridge Management, ESOP Holdco, A Holdings, B Holdings, Blanco, EU Holdings, F Holdings and SSA I on August 17, 2023.

(b)-(2) Equity Commitment Letter, dated August 11, 2023, by and between Parent and BCPE Sponsor, incorporated herein by reference to Exhibit 99.F to the Schedule 13D filed by the Bain Shareholders, Bridge Management, ESOP Holdco, A Holdings, B Holdings, Blanco, EU Holdings, F Holdings and SSA I on August  17, 2023.

(b)-(3) Equity Commitment Letter, dated August 11, 2023, by and between Parent and Keppel.

(c)-(1) Opinion of Citigroup Global Markets Asia Limited, dated August  11, 2023, incorporated herein by reference to Annex C to the Proxy Statement.

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(c)-(2) Discussion Materials prepared by Citigroup Global Markets Asia Limited for discussion with the special committee of the board of directors of the Company, dated August 11, 2023.

(d)-(1) Agreement and Plan of Merger, dated August 11, 2023, among the Company, Parent and Merger Sub, incorporated herein by reference to Annex A to the Proxy Statement.

(d)-(2) Support Agreement, dated August  11, 2023, by and among Parent, Topco, the Bain Shareholders, Bridge Management, ESOP Holdco, A Holdings, B Holdings, Blanco, EU Holdings, F Holdings, SSA I and BCEP Newco, incorporated herein by reference to Exhibit 99.D to the Schedule 13D filed by the Bain Shareholders, Bridge Management, ESOP Holdco, A Holdings, B Holdings, Blanco, EU Holdings, F Holdings and SSA I on August 17, 2023.

(d)-(3) Support Agreement, dated August  11, 2023, by and among Parent, Topco and Boloria Investments, incorporated herein by reference to Exhibit 99.3 to the Schedule 13D filed by Boloria Investments, APG NV, APG Groep and ABP on August 21, 2023.

(d)-(4) Support Agreement, dated August  11, 2023, by and among Parent, Topco and Zeta, incorporated herein by reference to Exhibit 99.B to the Schedule 13D filed by Zeta, Einstein, SK, Datos, KTCU and IMM on August 21, 2023.

(d)-(5) Support Agreement, dated August  11, 2023, by and among Parent, Topco and Mr. Liu, incorporated herein by reference to Exhibit 99.C to the Schedule 13D filed by Mr. Liu and Datalake Limited on August 17, 2023.

(d)-(6) Support Agreement, dated August 11, 2023, by and among Parent, Topco and Keppel.

(d)-(7) Form of Limited Guaranties, dated August 11, 2023, by BCPE Sponsor, BCPE Stack, BCPE Bridge, ESOP Holdco and Bridge Management in favor of the Company, incorporated herein by reference to Exhibit 99.E to the Schedule 13D filed by the Bain Shareholders, Bridge Management, ESOP Holdco, A Holdings, B Holdings, Blanco, EU Holdings, F Holdings and SSA I on August  17, 2023.

(d)-(8) Limited Guaranty, dated August 11, 2023, by Keppel in favor of the Company.

(f)-(1) Dissenters’ Rights, incorporated herein by reference to the section entitled “Dissenters’ Rights” in the Proxy Statement.

(f)-(2) Section 238 of the Companies Act (As Revised) of the Cayman Islands, incorporated herein by reference to Annex D to the Proxy Statement.

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SIGNATURES

After due 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.

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Exhibit (a)-(1)

PRELIMINARY PROXY STATEMENT OF THE COMPANY

          , 2023

Shareholders of Chindata Group Holdings Limited

Re: Notice of Extraordinary General Meeting of Shareholders

Dear Shareholder:

You are cordially invited to attend an extraordinary general meeting of shareholders of Chindata Group Holdings Limited (the “Company”) to be held on                 , 2023 at                  (Beijing time). The meeting will be held at                 . The attached notice of the extraordinary general meeting and proxy statement (the “Proxy Statement”) provide information regarding the matters to be considered and voted on at the extraordinary general meeting, including at any adjournment or postponement thereof.

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 under the laws of the Cayman Islands (“Parent”), and BCPE Chivalry Merger Sub Limited, an exempted company incorporated under the laws of the Cayman Islands and a wholly owned subsidiary of Parent (“Merger Sub”), pursuant to which Merger Sub will be merged with and into the Company (the “Merger”) and cease to exist, with the Company continuing as the surviving company (the “Surviving Company”) and becoming a wholly owned subsidiary of Parent. At the extraordinary general meeting you will be asked to consider and vote, among other things, upon a proposal to authorize and approve the Merger Agreement, the plan of merger required to be filed with the Registrar of Companies of the Cayman Islands in connection with the Merger (the “Plan of Merger”), and the transactions contemplated by the Merger Agreement and the Plan of Merger, including the Merger (collectively, the “Transactions”). Copies of the Merger Agreement and the form of the Plan of Merger are attached as Annex A and Annex B, respectively, to the Proxy Statement.

Each of Parent and Merger Sub is formed solely for purposes of the Merger. At the effective time of the Merger (the “Effective Time”), the Company, as the Surviving Company, will be beneficially owned by:

(a) (i) BCPE Stack Holdings, L.P., a limited partnership organized under the laws of the Cayman Islands (“BCPE Stack”), (ii) BCPE Bridge Cayman, L.P., a limited partnership organized under the laws of the Cayman Islands (“BCPE Bridge”, together with BCPE Stack, the “Bain Shareholders”), (iii) BCPE Stack ESOP Holdco Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“ESOP Holdco”), (iv) Bridge Management, L.P., a limited partnership organized under the laws of the Cayman Islands (“Bridge Management”), (v) BCPE Chivalry Newco, L.P., a limited partnership organized under the laws of the Cayman Islands (“BCPE Newco”), (vi) BCPE Stack GP, LLC, a limited liability company incorporated under the laws of the Cayman Islands, (vii) BCPE Bridge GP, LLC, a limited liability company incorporated under the laws of the Cayman Islands, (viii) BCPE Chivalry Newco GP, LLC, a limited liability company incorporated under the laws of the Cayman Islands, (ix) Bain Capital Asia Fund V, L.P., a limited partnership organized under the laws of the Cayman Islands (“BCPE Sponsor”), (x) Bain Capital Asia V General Partner, LLC, a limited liability company incorporated under the laws of the Cayman Islands, and (xi) Bain Capital Investors, LLC, a limited liability company incorporated under the laws of the State of Delaware (collectively, the “BCPE Filing Persons”);

(b) (i) Bain Capital Distressed and Special Situations 2016 (A), L.P., a limited partnership organized under the laws of the State of Delaware (“A Holdings”), (ii) Bain Capital Distressed and Special Situations 2016 (B

Master), L.P., a limited partnership organized under the laws of the State of Delaware (“B Holdings”), (iii) Bain Capital Credit Managed Account (Blanco), L.P., a limited partnership organized under the laws of the State of Delaware (“Blanco”), (iv) Bain Capital Distressed and Special Situations 2016 (F), L.P., a limited partnership organized under the laws of the State of Delaware (“F Holdings”), (v) Bain Capital Distressed and Special Situations 2016 Investors (A) L.P., a limited partnership organized under the laws of the State of Delaware, (vi) Bain Capital Distressed and Special Situations 2016 Investors (B), L.P., a limited partnership organized under the laws of the State of Delaware, (vii) Bain Capital Credit Managed Account Investors (Blanco), LLC, a limited liability company incorporated under the laws of the State of Delaware, (viii) Bain Capital Distressed and Special Situations 2016 Investors (F), L.P., a limited partnership organized under the laws of the State of Delaware, (ix) Bain Capital Credit Member, LLC, a limited liability company incorporated under the laws of the State of Delaware; (x) BCC SSA I, LLC, a limited liability company incorporated under the laws of the Cayman Islands (“SSA I”), (xi) Bain Capital Special Situations Asia, L.P., a limited partnership organized under the laws of the Cayman Islands, (xii) Bain Capital Special Situations Asia Investors, LLC, a limited liability company incorporated under the laws of the Cayman Islands, (xiii) Bain Capital Credit Member II, Ltd., an exempted company with limited liability incorporated under the laws of the Cayman Islands, (xiv) Bain Capital Distressed and Special Situations 2016 (EU Master), L.P., a limited partnership organized under the laws of Luxembourg (“EU Holdings”), (xv) Bain Capital Distressed and Special Situations 2016 Investors (EU), L.P., a limited partnership organized under the laws of Luxembourg, and (xvi) Bain Capital Credit Member III, S.à r.l., a limited company incorporated under the laws of Luxembourg and managed by Mr. Michael B. Treisman and Ms. Grindale C. Gamboa (collectively, the “BCC Filing Persons”, together with the BCPE Filing Persons, the “Bain Filing Persons”);

(c) (i) Boloria Investments Holding B.V., a company incorporated under the laws of the Netherlands (“Boloria Investments”), (ii) APG Asset Management, N.V., a company incorporated under the laws of the Netherlands (“APG NV”), (iii) APG Groep, N.V., a company incorporated under the laws of the Netherlands (“APG Groep”) and (iv) Stichting Pensioenfonds ABP, a pension plan regulated under the laws of the Netherlands (“ABP”) (collectively, “APG Filing Persons”);

(d) (i) Zeta Cayman Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Zeta”), (ii) Einstein Cayman Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Einstein”), (iii) SK Inc., a public company incorporated under the laws of the Republic of Korea whose shares are listed on the Korea Stock Exchange (Stock Code: KRX 034730); (iv) Datos, Inc, a limited company incorporated under the laws of the Republic of Korea (“Datos”), (v) KTCU Global Partnership Private Equity Fund, a collective investment scheme in the form of a limited partnership company incorporated under the laws of the Republic of Korea (“KTCU”), and (vii) IMM Investment Corp., a corporation incorporated under the laws of the Republic of Korea (“IMM”) (collectively, the “Zeta Filing Persons”);

(e) Mr. Chengyan Liu (“Mr. Liu”), a citizen of the People’s Republic of China (the “PRC”); and

(f) Keppel Funds Investments Pte. Ltd. (“Keppel”).

Parent, Merger Sub, the Bain Filing Persons, the APG Filing Persons, the Zeta Filing Persons and Mr. Liu are collectively referred to as the “Parent Party Filing Persons.” The Bain Shareholders, ESOP Holdco, Bridge Management, A Holdings, B Holdings, Blanco, F Holdings, SSA I, EU Holdings, Boloria Investments, Zeta and Mr. Liu are collectively referred to as the “Rollover Shareholders.” The Rollover Shareholders, BCPE Newco and Keppel are collectively referred to as the “Investors.” BCPE Sponsor and Keppel are collectively referred to as the “Sponsors.” The Sponsors, the Bain Shareholders, ESOP Holdco and Bridge Management are collectively referred to as the “Guarantors.” Parent, Merger Sub, the Investors, the Sponsors, the Guarantors or any of their respective affiliates (excluding the Company and its subsidiaries) are collectively referred to as the “Parent Parties.”

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 BCPE Chivalry Topco Limited, an exempted company incorporated under the laws of the Cayman Islands

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(“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 shares of Topco (the “Topco Shares”), at or immediately prior to the Effective Time, (c) make a cash contribution in accordance with certain equity commitment letters, dated as of August 11, 2023, between each of BCPE Sponsor and Keppel and Parent 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.

If the Merger is completed, the Company, as the Surviving Company, will continue its operations under the name “Chindata Group Holdings Limited” as a privately held company and will be beneficially owned by certain Parent Parties and, as a result of the Merger, the Company’s American depositary shares (“ADSs”), each representing two Class A Shares (as defined below), will no longer be listed on The Nasdaq Global Select Market and the ADS program for the ADSs will terminate.

If the Merger is consummated, at the Effective Time, (a) each Class A ordinary share of the Company, par value US$0.00001 per share (each, a “Class A Share”), and each Class B ordinary share of the Company, par value US$0.00001 per share (each, a “Class B Share” and the Class B Shares together with the Class A Shares, the “Shares”) issued and outstanding immediately prior to the Effective Time will be cancelled in exchange for the right to receive US$4.30 per Share in cash without interest (the “Per Share Merger Consideration”) and net of any applicable withholding taxes, except for (i) the Shares deemed contributed to Topco by the Rollover Shareholders (the “Rollover Shares”), (ii) Shares (including Shares represented by ADSs) held by Parent, Merger Sub, the Company or any of their subsidiaries, (iii) Shares (including ADSs corresponding to such Shares) held by the Company or The Bank of New York Mellon (the “ADS Depositary”) and reserved for issuance and allocation pursuant to the 2020 Share Option Plan adopted by the Company and effective as of January 1, 2020 (as amended from time to time, the “Company Share Plan”) (the Shares described in clauses (i) through (iii), the “Excluded Shares”), (iv) 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 Shares, the “Dissenting Shares”), and (v) Shares represented by ADSs, (b) each ADS issued and outstanding immediately prior to the Effective Time (other than ADSs representing Excluded Shares), together with each Class A Share represented by such ADS, will be cancelled in exchange for the right to receive US$8.60 per ADS in cash (less $5.00 or less per 100 ADSs cancelled and any other fees and charges payable pursuant to the terms of the deposit agreement, dated September 29, 2020, among the Company, the Depositary and all holders from time to time of ADSs issued thereunder (the “Deposit Agreement”)) without interest (the “Per ADS Merger Consideration”, and together with the Per Share Merger Consideration, the “Merger Consideration”) and net of any applicable withholding taxes, (c) the Excluded Shares will be cancelled without payment of any consideration from the Company therefor, and (d) 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.

In addition, under the terms of the Merger Agreement, at the Effective Time, (a) each option to purchase Shares issued pursuant to the Company Share Plan (each, a “Company Option”) that is outstanding, unexercised, vested and not yet expired as of immediately prior to the Effective Time (each, a “Vested Company Option”) will be cancelled and converted into the right to receive an amount in cash, without interest and net of any applicable withholding taxes, equal to (i) the excess of the Per Share Merger Consideration of US$4.30 over the exercise price of such Vested Company Option, multiplied by (ii) the number of Shares underlying such Vested Company Option, and (b) each Company Option that is outstanding, unexercised, unvested and not yet expired immediately prior to the Effective Time (each, an “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

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conditions to be determined by Topco and in accordance with the Company Share Plan and the award agreement with respect to such Unvested Company Option, in each case of (a) and (b), except as otherwise agreed to in writing between the holder of such Company Option and Parent.

A special committee (the “Special Committee”) of the board of directors of the Company (the “Board”), composed solely of independent directors, acting with full power and authority delegated by the Board, reviewed and considered the terms and conditions of the Merger Agreement, the Plan of Merger and the Transactions, including the Merger. On August 11, 2023, the Special Committee, after consultation with its independent financial advisor and legal counsel and due consideration of all relevant factors, unanimously (a) determined that the execution of the Merger Agreement and the Plan of Merger, and the consummation of the Transactions, including the Merger, are fair to and in the best interests of the Company, the Company’s shareholders and ADS holders (other than the holders of Excluded Shares) and (b) recommended that the Board (i) determine that the execution of the Merger Agreement and the Plan of Merger and consummation of the Transactions, including the Merger, are fair to and in the best interests of the Company, the Company’s shareholders and ADS holders (other than the holders of Excluded Shares), and declare that it is advisable for the Company to enter into the Merger Agreement and the Plan of Merger and consummate the Transactions, including the Merger, (ii) authorize and approve the execution, delivery and performance of the Merger Agreement, the Plan of Merger and the consummation of the Transactions, including the Merger, and (iii) resolve to recommend the authorization and approval of the Merger Agreement, the Plan of Merger and the consummation of the Transactions, including the Merger, by the Company’s shareholders at a meeting of the shareholders of the Company and direct that the Merger Agreement, the Plan of Merger and the consummation of the Transactions, including the Merger, be submitted to a vote of the Company’s shareholders for authorization and approval.

On August 11, 2023, the Board, after carefully considering all relevant factors, including the determination and unanimous recommendation of the Special Committee, (a) determined that the execution of the Merger Agreement and the Plan of Merger and consummation of the Transactions, including the Merger, are fair to, and in the best interests of, the Company, the Company’s shareholders (other than the holders of Excluded Shares), and declared that it is advisable for the Company to enter into the Merger Agreement and the Plan of Merger and consummate the Transactions, including the Merger, (b) authorized and approved the execution, delivery and performance of the Merger Agreement and the Plan of Merger, and the consummation of the Transactions, including the Merger, and (c) resolved to direct that the authorization and approval of the execution, delivery and performance of the Merger Agreement, the Plan of Merger and the consummation of the Transactions, including the Merger, be submitted to a vote at an extraordinary general meeting of the shareholders with the recommendation of the Board that the shareholders of the Company authorize and approve the execution, delivery and performance of Merger Agreement, the Plan of Merger and the consummation of the Transactions, including the Merger.

After careful consideration and upon the unanimous recommendation of the Special Committee composed solely of directors unaffiliated to any member of the management of the Company or any Parent Party Filing Person, the Board authorized and approved the Merger Agreement, the Plan of Merger and the consummation of the Transactions, including the Merger, and recommends that you vote FOR the proposal to authorize and approve the execution, delivery and performance of the Merger Agreement, the Plan of Merger and the consummation of the Transactions, including the Merger, and, upon the Merger becoming effective, the Variation of Capital and the Amendment of the M&A (each as defined in the Notice of Extraordinary General Meeting of Shareholders), FOR the proposal to authorize each of the members of the Special Committee to do all things necessary to give effect to the Merger Agreement, the Plan of Merger, and the consummation of the Transactions, including the Merger, and, upon the Merger becoming effective, the Variation of Capital and the Amendment of the M&A, and FOR the proposal to adjourn the extraordinary general meeting in order to allow the Company to solicit additional proxies in the event that there are insufficient proxies received at the time of the extraordinary general meeting to pass the special resolutions to be proposed at the extraordinary general meeting.

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The Proxy Statement provides detailed information about the Merger and the extraordinary general meeting. We encourage you to read the entire document and all of the attachments and other documents referred to or incorporated by reference therein carefully. You may also obtain more information about the Company from documents the Company has filed with or furnished to the United States Securities and Exchange Commission (the “SEC”), which are available for free at the SEC’s website at www.sec.gov.

Regardless of the number of Shares or ADSs you own, your vote is very important. In order for the Merger to be completed, the Merger Agreement, the Plan of Merger and the Transactions, including the Merger, must be authorized and approved by a special resolution (as defined in the CICA) of the Company’s shareholders, which requires the affirmative vote of shareholders representing at least two-thirds of the votes cast by such shareholders as, being entitled to do so, vote in person or by proxy, or in the case of corporations, by their duly authorized representatives, as a single class at the extraordinary general meeting. In considering the recommendation of the Special Committee and the Board, you should be aware that some of the Company’s directors or executive officers have interests in the Merger that are different from, or in addition to, the interests of the shareholders generally. As of the date of this Proxy Statement, the Rollover Shareholders (all of which are also “Supporting Shareholders” under the applicable Support Agreement) beneficially own in the aggregate approximately 65.67% of the Company’s issued and outstanding Shares and 95.26% of the total number of votes represented by the Company’s issued and outstanding Shares (with the Rollover Shares representing in the aggregate 63.35% of the Company’s issued and outstanding Shares). Whether or not you plan to attend the extraordinary general meeting, please complete the enclosed proxy card, in accordance with the instructions set forth on your proxy card, as promptly as possible. The deadline to lodge your proxy card is                 , 2023 at ____ p.m. (Beijing time). Each shareholder has one vote for each Class A Share or 15 votes for each Class B Share held as of the close of business in the Cayman Islands on                 , 2023.

Voting at the extraordinary general meeting will take place by poll voting, as the chairman of the Board has undertaken to demand poll voting at the meeting.

The Company will instruct the ADS Depositary to deliver to ADS holders as of                 , 2023 (the “ADS Record Date”) a Proxy Card and ADS Voting Instruction Card, the form of which is attached as Annex F to the Proxy Statement, and ADS holders as of the ADS Record Date will have the right to instruct the ADS Depositary how to vote the Shares underlying their ADSs at the extraordinary general meeting, subject to and in accordance with the terms of the Deposit Agreement. A copy of the Deposit Agreement is available free of charge at the SEC’s website at www.sec.gov.

Registered ADS holders are strongly urged to sign, complete and return the Proxy Card and ADS Voting Instruction Card to the ADS Depositary in accordance with the instructions printed thereon, as soon as possible and, in any event, so as to be received by the ADS Depositary no later than 12:00 p.m. (New York time) on                 , 2023 (or if the extraordinary general meeting is adjourned, such later date as may be notified by the Company or the ADS Depositary). As the registered holder of the Shares represented by ADSs, upon the timely receipt from an ADS holder as of the ADS Record Date of voting instructions in the manner specified by the ADS Depositary, the ADS Depositary will endeavor to vote (or will endeavor to cause the vote of) (in person or by proxy), in so far as practicable and permitted under applicable law, the provisions of the Deposit Agreement and the memorandum and articles of association of the Company, the Shares represented by ADSs at the extraordinary general meeting in accordance with the voting instructions timely received (or deemed received) from holders of ADSs as of the ADS Record Date. Pursuant to Section 4.7 of the Deposit Agreement, the ADS Depositary will not itself exercise any voting discretion in respect of any Shares represented by ADSs and it will not vote any Shares represented by ADSs other than in accordance with signed voting instructions from the relevant ADS holder, except as discussed below. Under the Deposit Agreement, subject to certain conditions contained therein, ADS holders as of the ADS Record Date whose voting instructions are not received or are timely received but fail to specify the manner in which the ADS Depositary is to vote will be deemed to have instructed the ADS Depositary to give a discretionary proxy to a person designated by the Company to vote the Shares represented by the relevant ADSs, in each case pursuant to the terms of the Deposit Agreement;

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provided, however, that no such discretionary proxy shall be given by the ADS Depositary with respect to any matter to be voted upon at the extraordinary general meeting unless the Company has confirmed to the ADS Depositary (i) that it wishes such proxy to be given, (ii) that the Company reasonably does not know of any substantial opposition to the matters to be voted on at the extraordinary general meeting and (iii) that the matters to be voted on at the extraordinary general meeting are not materially adverse to the interests of holders of Shares. If you hold your ADSs in a brokerage, bank, securities intermediary or other account, you must rely on the procedures of the broker, bank or other nominee through which you hold your ADSs if you wish to vote.

Holders of ADSs will not be able to attend or vote directly (whether in person or by proxy) at the extraordinary general meeting unless they cancel their ADSs and become registered in the Company’s register of members as the holders of Shares prior to the close of business in the Cayman Islands on                 , 2023 (the “Share Record Date”). ADS holders who wish to attend and vote at the extraordinary general meeting need to make arrangements with their broker or custodian to deliver the ADSs to the ADS Depositary for cancellation before the close of business in New York City on                 , 2023 together with (a) delivery instructions for the corresponding Shares represented by such ADSs (including, if applicable, the name and address of the person who will be the registered holder of such Shares), (b) payment of the ADS Depositary’s fees associated with such cancellation (US$5.00 or less per 100 ADSs cancelled and any other fees and charges payable pursuant to the terms of the Deposit Agreement), and any applicable taxes or governmental charges, and (c) a certification that the ADS holder either (i) beneficially owned the relevant ADSs as of the ADS Record Date and has not given, and will not give, voting instructions to the ADS Depositary as to the ADSs being cancelled (or have cancelled all voting instructions previously given), or has given voting instructions to the ADS Depositary as to the ADSs being cancelled but undertakes not to vote the corresponding Shares at the extraordinary general meeting, or (ii) did not beneficially own the relevant ADSs as of the ADS Record Date and undertakes not to vote the corresponding Shares at the extraordinary general meeting. If you hold your ADSs in a brokerage, bank, securities intermediary, or other account, please promptly contact your broker, bank or nominee to find out what actions you need to take to instruct the broker, bank or nominee to cancel the ADSs on your behalf. Upon cancellation of the ADSs, the ADS Depositary will direct The Hongkong and Shanghai Banking Corporation Limited, the custodian holding the Shares, to deliver, or cause the delivery of, the Shares represented the ADSs so cancelled to or upon the written order of the person(s) designated in the order delivered to the ADS Depositary for such purpose.

If you hold ADSs through a broker or other securities intermediary, you should contact that broker or intermediary to determine the date by which you must instruct them to act in order that the necessary processing can be timely completed.

Completing the proxy card in accordance with the instructions set forth on the proxy card will not deprive you of your right to attend the extraordinary general meeting and vote your Shares in person. Please note, however, that if your Shares are held of record by a broker, bank or other nominee and you wish to vote at the extraordinary general meeting in person, you must obtain from the registered holder a proxy issued in your name. If you submit a signed proxy card without indicating how you wish to vote, the Shares represented by your proxy card will be voted FOR the proposal to authorize and approve the execution, delivery and performance of the Merger Agreement, the Plan of Merger, and the consummation of the Transactions, including the Merger, and, upon the Merger becoming effective, the Variation of Capital and the Amendment of the M&A, FOR the proposal to authorize each of the directors and officers of the Company to do all things necessary to give effect to Merger Agreement, the Plan of Merger, and the consummation of the Transactions, including the Merger, and, upon the Merger becoming effective, the Variation of Capital and the Amendment of the M&A, and FOR the proposal to adjourn the extraordinary general meeting in order to allow the Company to solicit additional proxies in the event that there are insufficient proxies received at the time of the extraordinary general meeting to pass the special resolutions to be proposed at the extraordinary general meeting, unless you appoint a person other than the chairman of the meeting as your proxy, in which case the Shares represented by your proxy card will be voted (or not submitted for voting) as your proxy determines.

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Registered holders of shares who validly exercise and have not effectively withdrawn or lost their right to dissent from the Merger will have the right to receive payment of the fair value of their Shares as determined by the Grand Court of the Cayman Islands (the “Court”) in accordance with Section 238 of the CICA if the Merger is completed, but only if they deliver to the Company, before the vote to authorize and approve the Merger is taken at the extraordinary general meeting, a written objection to the Merger and subsequently comply with all procedures and requirements of Section 238 of the CICA for the exercise of dissenters’ rights, a copy of which is attached as Annex D to the Proxy Statement. The fair value of your Shares as determined by the Court under the CICA could be more than, the same as, or less than the Per Share Merger Consideration you would receive pursuant to the Merger Agreement if you do not exercise dissenters’ rights with respect to your Shares.

ADS HOLDERS WILL NOT HAVE THE RIGHT TO EXERCISE DISSENTERS’ RIGHTS AND RECEIVE PAYMENT OF THE FAIR VALUE OF THE SHARES UNDERLYING THEIR ADSs AS DETERMINED BY THE COURT. THE ADS DEPOSITARY WILL NOT EXERCISE OR ATTEMPT TO EXERCISE ANY DISSENTERS’ RIGHTS WITH RESPECT TO ANY OF THE SHARES THAT IT HOLDS, EVEN IF AN ADS HOLDER REQUESTS THE ADS DEPOSITARY TO DO SO. ADS HOLDERS WISHING TO EXERCISE DISSENTERS’ RIGHTS MUST, BEFORE                  P.M. (NEW YORK CITY TIME) ON                 , 2023, SURRENDER THEIR ADSs TO THE ADS DEPOSITARY FOR CANCELLATION AND DELIVERY OF SHARES, PAY THE ADS DEPOSITARY’S FEES REQUIRED FOR THE CANCELLATION OF THEIR ADSs (US$5.00 OR LESS PER 100 ADSS CANCELLED AND ANY OTHER FEES AND CHARGES PAYABLE PURSUANT TO THE TERMS OF THE DEPOSIT AGREEMENT), AND ANY APPLICABLE TAXES OR GOVERNMENTAL CHARGES, AND PROVIDE DELIVERY INSTRUCTIONS FOR THE CORRESPONDING SHARES, AND CERTIFY THAT THEY EITHER (I) BENEFICIALLY OWNED THE ADSs AS OF THE ADS RECORD DATE AND HAVE NOT GIVEN, AND WILL NOT GIVE, VOTING INSTRUCTIONS AS TO THE ADSs BEING CANCELLED (OR HAVE CANCELLED ALL VOTING INSTRUCTIONS PREVIOUSLY GIVEN), OR HAVE GIVEN VOTING INSTRUCTIONS TO THE ADS DEPOSITARY AS TO THE ADSs BEING CANCELLED BUT UNDERTAKE NOT TO VOTE THE CORRESPONDING SHARES AT THE EXTRAORDINARY GENERAL MEETING, OR (II) DID NOT BENEFICIALLY OWN THE RELEVANT ADSs AS OF THE ADS RECORD DATE AND UNDERTAKE NOT TO VOTE THE CORRESPONDING SHARES AT THE EXTRAORDINARY GENERAL MEETING, AND BECOME REGISTERED HOLDERS OF SHARES BY THE CLOSE OF BUSINESS IN THE CAYMAN ISLANDS ON THE SHARE RECORD DATE. THEREAFTER, SUCH FORMER ADS HOLDERS MUST ALSO COMPLY WITH THE PROCEDURES AND REQUIREMENTS FOR EXERCISING DISSENTERS’ RIGHTS WITH RESPECT TO THE SHARES UNDER SECTION 238 OF THE CICA. IF THE MERGER IS NOT CONSUMMATED, THE COMPANY WOULD CONTINUE TO BE A PUBLIC COMPANY IN THE U.S. AND THE ADSs WOULD CONTINUE TO BE LISTED ON NASDAQ. THE COMPANY’S SHARES ARE NOT LISTED AND CANNOT BE TRADED ON ANY STOCK EXCHANGE OTHER THAN NASDAQ, AND IN SUCH CASE ONLY IN THE FORM OF ADSs. AS A RESULT, IF A FORMER ADS HOLDER HAS CANCELLED HIS, HER OR ITS ADSs TO EXERCISE DISSENTERS’ RIGHTS AND THE MERGER IS NOT CONSUMMATED AND SUCH FORMER ADS HOLDER WISHES TO BE ABLE TO SELL HIS OR HER SHARES ON A STOCK EXCHANGE, SUCH FORMER ADS HOLDER WOULD NEED TO DEPOSIT HIS, HER OR ITS SHARES INTO THE COMPANY’S AMERICAN DEPOSITARY SHARES PROGRAM FOR THE ISSUANCE OF THE CORRESPONDING NUMBER OF ADSs, SUBJECT TO THE TERMS AND CONDITIONS OF APPLICABLE LAW AND THE DEPOSIT AGREEMENT, INCLUDING, AMONG OTHER THINGS, PAYMENT OF RELEVANT FEES OF THE ADS DEPOSITARY FOR THE ISSUANCE OF ADSs (US$5.00 OR LESS PER 100 ADSs ISSUED) AND ANY APPLICABLE STOCK TRANSFER TAXES (IF ANY) AND RELATED CHARGES PURSUANT TO THE DEPOSIT AGREEMENT.

Neither the SEC nor any state securities regulatory agency has approved or disapproved the Merger, passed upon the merits or fairness of the Merger or passed upon the adequacy or accuracy of the disclosure in this letter or in the accompanying notice of the extraordinary general meeting or proxy statement. Any representation to the contrary is a criminal offense.

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If you have any questions or need assistance voting your Shares or ADSs, please contact                 , the proxy solicitor, at                 , or by email at                 . Registered ADS holders who have any questions should contact the ADS Depositary using the contact details provided on the ADS Voting Instruction Card. ADS holders who hold ADSs indirectly should contact their bank, broker, financial institution or administrator through which such ADSs are held.

Thank you for your cooperation and continued support.

The Proxy Statement is dated                 , 2023, and is first being mailed to the Company’s shareholders and ADS holders on or about                 , 2023.

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CHINDATA GROUP HOLDINGS LIMITED

NOTICE OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON

                , 2023

Dear Shareholder:

Notice is hereby given that an extraordinary general meeting of the shareholders of Chindata Group Holdings Limited (referred to herein alternately as the “Company,” “us,” “we” or other terms correlative thereto), will be held on                 at                 (Beijing time) at                 .

Only registered holders of Class A ordinary shares of the Company, par value US$0.00001 per share (each, a “Class A Share”), and Class B ordinary shares of the Company, par value US$0.00001 per share (each, a “Class B Share;” and the Class B Shares together with the Class A Shares, the “Shares”), as of the close of business in the Cayman Islands on                 (the “Share Record Date”) or their proxy holders are entitled to attend and vote at this extraordinary general meeting or any adjournment thereof. At the extraordinary general meeting, you will be asked to consider and vote upon the following resolutions:

THAT the Agreement and Plan of Merger, dated as of August 11, 2023 (the “Merger Agreement”), among the Company, BCPE Chivalry Bidco Limited (“Parent”) and BCPE Chivalry Merger Sub Limited, a wholly owned subsidiary of Parent (“Merger Sub”), pursuant to which 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 (such Merger Agreement being in the form attached as Annex A to the proxy statement accompanying this notice of extraordinary general meeting and which will be produced and made available for inspection at the extraordinary general meeting), the plan of merger required to be registered with the Registrar of Companies of the Cayman Islands in connection with the Merger (the “Plan of Merger”) (such Plan of Merger being substantially in the form attached as Annex B to the proxy statement accompanying this notice of extraordinary general meeting and which will be produced and made available for inspection at the extraordinary general meeting), and the consummation of the transactions contemplated by the Merger Agreement and the Plan of Merger (collectively, the “Transactions”) including (i) the Merger, (ii) upon the Merger becoming effective (the “Effective Time”), the variation of the authorized share capital of the Company from US$50,000 divided into 5,000,000,000 Shares of a par value of US$0.00001 per Share, of which 4,500,000,000 shares were designated as Class A Shares and 500,000,000 shares were designated as Class B Shares to US$50,000 divided into 5,000,000,000 ordinary shares of a par value of US$0.00001 each, at the Effective Time (the “Variation of Capital”), and (iii) upon the Merger becoming effective, the amendment and restatement of the existing memorandum and articles of association of the Company by the deletion in their entirety and the substitution in their place of the new memorandum and articles of association of the Company (as the Surviving Company) at the Effective Time, in the form attached to the Plan of Merger (the “Amendment of the M&A”), be approved and authorized by the Company;

THAT each member of a special committee of the Board, composed solely of independent directors of the Company (the “Special Committee”) be authorized to do all things necessary to give effect to the Merger Agreement, the Plan of Merger and the consummation of the Transactions, including the Merger, and upon the Merger becoming effective, the Variation of Capital and the Amendment of the M&A; and

THAT the extraordinary general meeting be adjourned in order to allow the Company to solicit additional proxies in the event that there are insufficient proxies received at the time of the extraordinary general meeting to pass the special resolutions to be proposed at the extraordinary general meeting.

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Please refer to the accompanying proxy statement, which is attached to and made a part of this notice. A list of the Company’s shareholders will be available at its principal executive offices at No. 47 Laiguangying East Road, Chaoyang District, Beijing, 100012, People’s Republic of China, during ordinary business hours for the two business days immediately prior to the extraordinary general meeting.

Pursuant to certain support agreements entered into on August 11, 2023, each of (a) BCPE Bridge Cayman, L.P., (b) BCPE Stack Holdings, L.P., (c) Bridge Management, L.P., (d) BCPE Stack ESOP Holdco Limited, (e) Bain Capital Distressed and Special Situations 2016 (A), L.P., (f) Bain Capital Distressed and Special Situations 2016 (B Master), L.P., (g) Bain Capital Credit Managed Account (Blanco), L.P., (h) Bain Capital Distressed and Special Situations 2016 (F), L.P., (i) BCC SSA I, LLC, (j) Bain Capital Distressed and Special Situations 2016 (EU Master), L.P., (k) Boloria Investments Holding B.V., (l) Zeta Cayman Limited, and (m) Mr. Chengyan Liu (collectively, the “Rollover Shareholders”) will vote all of the Shares (including Shares represented by the Company’s American depositary shares (“ADSs”)) beneficially owned by them in favor of the authorization and approval of the Merger Agreement, the Plan of Merger and the Transactions. As of the date of this notice, the Rollover Shareholders collectively beneficially own 154,802,607 Class A Shares (including Class A Shares represented by ADSs) and 326,661,501 Class B Shares, which in the aggregate represent approximately 65.67% in number and approximately 95.26% in voting rights of the Company’s issued and outstanding Shares (with the Rollover Shares representing in the aggregate 63.35% of the Company’s issued and outstanding Shares).

After careful consideration and upon the unanimous recommendation of the Special Committee, the Board (other than Mr. Michael Frederick Foust, Mr. Jonathan Jia Zhu, Mr. Zhongjue Chen and Mr. Barnaby Thomas Patrick Lyons who abstained from voting) (a) determined that the Merger as contemplated in the Merger Agreement and the Plan of Merger and consummation of the Transactions, including the Merger, are fair to and in the best interests of the Company and its shareholders, other than the holders of Excluded Shares, and declared that it is advisable for the Company to enter into the Merger Agreement and the Plan of Merger and to consummate the Transactions, including the Merger, (b) authorized and approved the execution, delivery and performance of the Merger Agreement, the Plan of Merger and the consummation of the Transactions, including the Merger and (c) resolved to recommend the approval and authorization of the execution, delivery and performance of the Merger Agreement, the Plan of Merger, and the consummation of the Transactions, including the Merger, to the shareholders of the Company and directed that the execution, delivery and performance of the Merger Agreement, the Plan of Merger and the consummation of the Transactions, including the Merger, be submitted to a vote at an extraordinary general meeting of the shareholders of the Company for authorization and approval. The Board recommends that you vote FOR the proposal to authorize and approve the execution, delivery and performance of the Merger Agreement, the Plan of Merger and the consummation of the Transactions, including the Merger, and upon the Merger becoming effective, the Variation of Capital and the Amendment of the M&A, FOR the proposal to authorize members of the Special Committee to do all things necessary to give effect to the Merger Agreement, the Plan of Merger, and the Transactions, including the Merger, and, upon the Merger becoming effective, the Variation of Capital and the Amendment of the M&A, and FOR the proposal to adjourn the extraordinary general meeting in order to allow the Company to solicit additional proxies in the event that there are insufficient proxies received at the time of the extraordinary general meeting to pass the special resolutions to be proposed at the extraordinary general meeting.

Regardless of the number of Shares that you own, your vote is very important. The Merger cannot be completed unless the Merger Agreement, the Plan of Merger and the Transactions are authorized and approved by a special resolution (as defined in the Companies Act (As Amended) of the Cayman Islands (the “CICA”)) of the Company passed by an affirmative vote of holders of Shares (including Shares represented by ADSs) representing at least two-thirds of the votes cast by such shareholders as, being entitled to do so, vote in person or by proxy or in the case of corporations, by their duly authorized representatives, as a single class at the extraordinary general meeting or any adjournment or postponement thereof.

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Regardless of whether you plan to attend the extraordinary general meeting in person, we request that you submit your proxy in accordance with the instructions set forth on the proxy card as promptly as possible. To be valid, your proxy card must be completed, signed and returned to the Company’s offices (to the attention of: Investor Relations Department) at No. 47 Laiguangying East Road, Chaoyang District, Beijing, 100012, People’s Republic of China, no later than                 (Beijing time),                 , being 48 hours before the time appointed for the extraordinary general meeting. The proxy card is the “instrument of proxy” and the “instrument appointing a proxy” as referred to in the Company’s articles of association. The Rollover Shareholders will exercise their right as registered shareholders of the Company to demand poll voting at the meeting and accordingly voting will take place by poll voting. Each registered holder of Shares has one vote for each Class A Share or 15 votes for each Class B Share held as of 5 p.m. Cayman Islands time on the Share Record Date. If you receive more than one proxy card because you own Shares that are registered in different names, please vote all of your Shares shown on each of your proxy cards in accordance with the instructions set forth on the proxy card.

Completing the proxy card in accordance with the instructions set forth on the proxy card will not deprive you of your right to attend the extraordinary general meeting and vote your Shares in person. Please note, however, that if your Shares are registered in the name of a broker, bank or other nominee and you wish to vote at the extraordinary general meeting in person, you must obtain from the record holder a proxy issued in your name.

If you abstain from voting, fail to cast your vote in person, fail to complete and return your proxy card in accordance with the instructions set forth on the proxy card, or fail to give voting instructions to your broker, bank or other nominee, your vote will not be counted.

When proxies are properly dated, executed and returned by holders of Shares, the Shares they represent will be voted at the extraordinary general meeting in accordance with the instructions of such shareholders. If no specific instructions are given by such shareholders, such Shares will be voted “FOR” the proposals as described above, unless you appoint a person other than the chairman of the meeting as your proxy, in which case the Shares represented by your proxy card will be voted (or not submitted for voting) as your proxy determines.

If you own ADSs as of the close of business in New York City on                  (the “ADS Record Date”) (and do not surrender such ADSs and become a registered holder of the Shares underlying such ADSs as explained below), you cannot vote at the extraordinary general meeting directly, but you may give voting instructions, the form of which is attached as Annex F to the accompanying proxy statement, to The Bank of New York Mellon, (the “ADS Depositary”), in its capacity as the ADS Depositary and the holder of the Shares underlying your ADSs, how to vote the Shares underlying your ADSs by completing and signing the ADS voting instruction card if you are a registered ADS holder and returning it in accordance with the instructions printed on it as soon as possible. The ADS Depositary must receive your instructions no later than 12:00 p.m. (New York City time) on                  in order to ensure the Shares underlying your ADSs are voted at the extraordinary general meeting. If you hold your ADSs in a brokerage, bank, securities intermediary or other account, you must rely on the procedures of the broker, bank or other securities intermediary through which you hold your ADSs if you wish to vote.

Alternatively, if you own ADSs as of the close of business in New York City on the ADS Record Date, you may vote at the extraordinary general meeting directly if you surrender your ADSs and become a registered holder of the Shares underlying your ADSs prior to the close of business in the Cayman Islands on                     , the Share Record Date. If you wish to surrender your ADSs for the purpose of voting Shares directly, you need to make arrangements to deliver your ADSs to the ADS Depositary for cancellation before the close of business in New York City on                      together with (a) delivery instructions for the corresponding Shares (name and address of person who will be the registered holder of such Shares), (b) payment of the fees associated with cancellation of ADS (US$5.00 or less per 100 ADSs cancelled and any other fees and charges payable pursuant to the terms of the deposit agreement, dated as of September 29, 2020 , by and among the Company, the ADS Depositary, and the owners and holders of ADSs issued thereunder (the “Deposit Agreement”)), which will not

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be borne by the Company, and any applicable taxes and governmental charges, and (c) a certification that you either (i) beneficially owned the relevant ADSs as of the ADS Record Date and have not given, and will not give, voting instructions to the ADS Depositary as to the ADSs being cancelled (or have cancelled all voting instructions previously given), or have given voting instructions to the ADS Depositary as to the ADSs being cancelled but undertakes not to vote the corresponding Shares at the extraordinary general meeting, or (ii) did not beneficially own the relevant ADSs as of the ADS Record Date and undertakes not to vote the corresponding Shares at the extraordinary general meeting. If you hold your ADSs in a brokerage, bank, securities intermediary or other account, please contact your broker, bank or other securities intermediary to find out what actions you need to take to instruct the broker, bank or other securities intermediary to surrender the ADSs on your behalf. It is difficult to predict how long the steps described above may take. ADS holders that wish to surrender to become registered holders of Shares are advised to take action as soon as possible.

Registered holders of Shares who validly exercise and have not effectively withdrawn or lost their right to dissent from the Merger will have the right to receive payment of the fair value of their Shares as determined by the Grand Court of the Cayman Islands (the “Court”) in accordance with Section 238 of the CICA if the Merger is completed, but only if they deliver to the Company, before the vote to authorize and approve the Merger is taken at the extraordinary general meeting, a written objection to the Merger and subsequently comply with all procedures and requirements of Section 238 of the CICA for the exercise of dissenters’ rights, a copy of which is attached as Annex D to the accompanying proxy statement. The fair value of their Shares as determined by the Court under the CICA could be more than, the same as, or less than the merger consideration they would receive pursuant to the Merger Agreement if they do not exercise dissenters’ rights with respect to their Shares.

ADS HOLDERS WILL NOT HAVE THE RIGHT TO EXERCISE DISSENTERS’ RIGHTS AND RECEIVE PAYMENT OF THE FAIR VALUE OF THE SHARES UNDERLYING THEIR ADSs. THE ADS DEPOSITARY WILL NOT EXERCISE OR ATTEMPT TO EXERCISE ANY DISSENTERS’ RIGHTS WITH RESPECT TO ANY OF THE SHARES THAT IT HOLDS, EVEN IF AN ADS HOLDER REQUESTS THE ADS DEPOSITARY TO DO SO. ADS HOLDERS WISHING TO EXERCISE DISSENTERS’ RIGHTS MUST SURRENDER THEIR ADSs BEFORE                  P.M. (NEW YORK CITY TIME) ON                 , 2023, TO THE ADS DEPOSITARY FOR CANCELLATION AND DELIVERY OF SHARES, PAY THE ADS DEPOSITARY’S FEES REQUIRED FOR THE CANCELLATION OF THEIR ADSs (US$5.00 OR LESS PER 100 ADSs CANCELLED AND ANY OTHER FEES AND CHARGES PAYABLE PURSUANT TO THE TERMS OF THE DEPOSIT AGREEMENT), AND ANY APPLICABLE TAXES OR GOVERNMENTAL CHARGES, PROVIDE DELIVERY INSTRUCTIONS FOR THE CORRESPONDING SHARES, AND CERTIFY THAT THEY EITHER (I) BENEFICIALLY OWNED THE ADSs AS OF THE ADS RECORD DATE AND HAVE NOT GIVEN, AND WILL NOT GIVE, VOTING INSTRUCTIONS AS TO THEIR ADSs (OR HAVE CANCELLED ALL VOTING INSTRUCTIONS PREVIOUSLY GIVEN) OR HAVE GIVEN VOTING INSTRUCTIONS TO THE ADS DEPOSITARY AS TO THE ADSs BEING CANCELLED BUT UNDERTAKE NOT TO VOTE THE CORRESPONDING SHARES AT THE EXTRAORDINARY GENERAL MEETING, OR (II) DID NOT BENEFICIALLY OWN THE RELEVANT ADSs AS OF THE ADS RECORD DATE AND UNDERTAKE NOT TO VOTE THE CORRESPONDING SHARES AT THE EXTRAORDINARY GENERAL MEETING, AND BECOME REGISTERED HOLDERS OF SHARES BEFORE THE VOTE TO AUTHORIZE AND APPROVE THE MERGER IS TAKEN AT THE EXTRAORDINARY GENERAL MEETING. FOR THE AVOIDANCE OF DOUBT, ANY ADS HOLDERS WHO CANCEL THEIR ADSs INTO SHARES AFTER THE SHARE RECORD DATE WILL NOT BE ENTITLED TO ATTEND OR TO VOTE AT THE EXTRAORDINARY GENERAL MEETING, BUT WILL BE ENTITLED TO EXERCISE DISSENTER RIGHTS IF THEY BECOME REGISTERED HOLDERS OF SHARES BEFORE THE VOTE IS TAKEN AT THE EXTRAORDINARY GENERAL MEETING, IN ACCORDANCE WITH THE IMMEDIATELY PRECEDING SENTENCE. AFTER CANCELLING THEIR ADSs AND BECOMING REGISTERED HOLDERS OF SHARES, SUCH FORMER ADS HOLDERS MUST COMPLY WITH THE PROCEDURES AND REQUIREMENTS FOR EXERCISING DISSENTERS’ RIGHTS WITH RESPECT TO THE SHARES UNDER SECTION 238 OF

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THE CICA. IF THE MERGER IS NOT CONSUMMATED, THE COMPANY WILL CONTINUE TO BE A PUBLICLY TRADED COMPANY IN THE UNITED STATES AND ADSs WILL CONTINUE TO BE LISTED ON NASDAQ. THE COMPANY’S SHARES ARE NOT LISTED AND CANNOT BE TRADED ON ANY STOCK EXCHANGE OTHER THAN NASDAQ, AND IN SUCH CASE ONLY IN THE FORM OF ADSs. AS A RESULT, IF A FORMER ADS HOLDER HAS SURRENDERED HIS, HER OR ITS ADSs TO EXERCISE DISSENTERS’ RIGHTS AND THE MERGER IS NOT CONSUMMATED AND SUCH FORMER ADS HOLDER WISHES TO BE ABLE TO SELL HIS, HER OR ITS SHARES ON A STOCK EXCHANGE, SUCH FORMER ADS HOLDER WILL NEED TO DEPOSIT HIS, HER OR ITS SHARES INTO THE COMPANY’S ADS PROGRAM FOR THE ISSUANCE OF THE CORRESPONDING NUMBER OF ADSs, SUBJECT TO THE TERMS AND CONDITIONS OF APPLICABLE LAW AND THE DEPOSIT AGREEMENT, INCLUDING, AMONG OTHER THINGS, PAYMENT OF RELEVANT FEES OF THE ADS DEPOSITARY FOR THE ISSUANCE OF ADSs (US$5.00 OR LESS PER 100 ADSs ISSUED), APPLICABLE SHARE TRANSFER TAXES (IF ANY), AND RELATED CHARGES PURSUANT TO THE DEPOSIT AGREEMENT.

If you have any questions or need assistance voting your Shares, please contact                 , the proxy solicitor, at                     , or by email at                     .

The Merger Agreement, the Plan of Merger and the Transactions, including the Merger, are described in the accompanying proxy statement. Copies of the Merger Agreement and the Plan of Merger are included as Annex A and Annex B, respectively, to the accompanying proxy statement. We urge you to read the entire accompanying proxy statement carefully.

Notes:

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PROXY STATEMENT

Dated                 , 2023

SUMMARY VOTING INSTRUCTIONS

Ensure that your shares of Chindata Group Holdings Limited can be voted at the extraordinary general meeting by submitting your proxy or contacting your broker, bank or other nominee.

If your shares are registered in the name of a broker, bank or other nominee: check the voting instruction card forwarded by your broker, bank or other nominee to see which voting options are available or contact your broker, bank or other nominee in order to obtain directions as to how to ensure that your shares are voted at the extraordinary general meeting.

If your shares are registered in your name: submit your proxy as soon as possible by signing, dating and returning the accompanying proxy card in the enclosed postage-paid envelope, so that your shares can be voted at the extraordinary general meeting in accordance with your instructions.

If you submit your signed proxy card without indicating how you wish to vote, the shares represented by your proxy will be voted in favor of the resolutions to be proposed at the extraordinary general meeting, unless you appoint a person other than the chairman of the meeting as proxy, in which case the shares represented by your proxy will be voted (or not submitted for voting) as your proxy determines.

If you are an ADS holder, please consult the enclosed Proxy Card and ADS Voting Instruction Card to find out how you can vote the Class A ordinary shares underlying your ADSs.

If you have any questions, require assistance with voting your proxy card, or need additional copies of proxy material, please contact                 , the proxy solicitor at                 , or by email at                 .

Table of Contents

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SUMMARY TERM SHEET

This “Summary Term Sheet” and the “Questions and Answers About the Extraordinary General Meeting and the Merger” highlight selected information contained in this Proxy Statement regarding the Merger (as defined below) and may not contain all of the information that may be important to your consideration of the Merger and other transactions contemplated by the Merger Agreement (as defined below) and the Plan of Merger (as defined below). You should carefully read this entire Proxy Statement and the other documents to which this Proxy Statement refers for a more complete understanding of the matters being considered at the extraordinary general meeting. In addition, this Proxy Statement incorporates by reference important business and financial information about the Company. You are encouraged to read all of the documents incorporated by reference into this Proxy Statement and you may obtain such information without charge by following the instructions in “Where You Can Find More Information” beginning on page 121. In this Proxy Statement, the terms “the Company,” “us,” “we” or other terms correlative thereto refer to Chindata Group Holdings Limited. All references to “dollars” and “$” in this Proxy Statement are to U.S. dollars, and all references to “RMB” in this Proxy Statement are to Renminbi, the lawful currency of the People’s Republic of China.

The Parties Involved in the Merger

The Company

The Company is an exempted company with limited liability incorporated under the laws of the Cayman Islands.

The Company’s principal executive offices are located at No. 47 Laiguangying East Road, Chaoyang District, Beijing, 100012, People’s Republic of China (the “PRC”). The Company’s telephone number at this address is +86 400-879-7679. Our registered office in the Cayman Islands is located at Maples Corporate Services Limited, PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands.

For a more complete description of the Company’s business, history, and organizational structure, see the Company’s Annual Report on Form 20-F for the fiscal year ended December 31, 2022 filed with the SEC on April 28, 2023, which is incorporated herein by reference. Please see “Where You Can Find More Information” for instructions on obtaining a copy of the Company’s Annual Report.

Parent

BCPE Chivalry Bidco Limited (“Parent”) is an exempted company with limited liability incorporated under the laws of the Cayman Islands and is a holding company formed solely for the purpose of holding the equity interest in Merger Sub and completing the Transactions, including the Merger (each as defined below). The registered address of Parent is c/o Maples Corporate Services Limited, PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands. The business address and telephone number of Parent is c/o Bain Capital Investors, LLC, 200 Clarendon Street, Boston, Massachusetts 02116, +1 (617) 516-2000.

Merger Sub

BCPE Chivalry Merger Sub Limited (“Merger Sub”) is an exempted company with limited liability incorporated under the laws of the Cayman Islands and is a holding company formed solely for the purpose of effecting the Transactions, including the Merger. The registered address of Merger Sub is c/o Maples Corporate Services Limited, PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands. The business address and telephone number of Merger Sub is c/o Bain Capital Investors, LLC, 200 Clarendon Street, Boston, Massachusetts 02116, +1 (617) 516-2000.

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BCPE Filing Persons

BCPE Stack ESOP Holdco Limited (“ESOP Holdco”) is an exempted company with limited liability incorporated under the laws of the Cayman Islands and is controlled by BCPE Stack Holdings, L.P. (“BCPE Stack”), which is the sole holder of all issued and outstanding voting shares of ESOP Holdco. Each of BCPE Bridge Cayman, L.P. (“BCPE Bridge”, together with BCPE Stack, the “Bain Shareholders”), BCPE Stack, Bridge Management, L.P. (“Bridge Management”) and BCPE Chivalry Newco, L.P. (“BCPE Newco”) is a limited partnership organized under the laws of the Cayman Islands. Each of BCPE Bridge and Bridge Management is controlled by its general partner, BCPE Bridge GP, LLC, a limited liability company incorporated under the laws of the Cayman Islands (“BCPE Bridge GP”). BCPE Stack is controlled by its general partner, BCPE Stack GP, LLC, a limited liability company incorporated under the laws of the Cayman Islands (“BCPE Stack GP”). BCPE Newco is controlled by its general partner, BCPE Chivalry Newco GP, LLC, a limited liability company incorporated under the laws of the Cayman Islands (“BCPE Newco GP”), which is controlled by its manager, Bain Capital Asia Fund V, L.P., a limited partnership organized under the laws of the Cayman Islands (“Asia Fund V” or “BCPE Sponsor”). Asia Fund V is controlled by its general partner, Bain Capital Asia V General Partner, LLC, a limited liability company incorporated under the laws of the Cayman Islands (“Asia Fund V GP”). Each of BCPE Bridge GP, BCPE Stack GP and Asia Fund V GP is controlled by its manager, Bain Capital Investors, LLC, a limited liability company incorporated under the laws of the State of Delaware (“BCI”, collectively with ESOP Holdco, BCPE Bridge, BCPE Stack, Bridge Management, BCPE Newco, BCPE Bridge GP, BCPE Stack GP, BCPE Newco GP, Asia Fund V and Asia Fund V GP, the “BCPE Filing Persons”). The principal business of the BCPE Filing Persons is making investment in securities. The principal business address and telephone number of the BCPE Filing Persons is c/o Bain Capital Investors, LLC, 200 Clarendon Street, Boston, Massachusetts 02116, +1 (617) 516-2000.

BCC Filing Persons

Bain Capital Distressed and Special Situations 2016 (A), L.P. (“A Holdings”), Bain Capital Distressed and Special Situations 2016 (B Master), L.P. (“B Holdings”), Bain Capital Credit Managed Account (Blanco), L.P. (“Blanco”) and Bain Capital Distressed and Special Situations 2016 (F), L.P. (“F Holdings”) are each a limited partnership organized under the laws of the State of Delaware and are controlled by their respective general partners, Bain Capital Distressed and Special Situations 2016 Investors (A) L.P. (“A Holdings GP”), Bain Capital Distressed and Special Situations 2016 Investors (B), L.P. (“B Holdings GP”), Bain Capital Credit Managed Account Investors (Blanco), LLC (“Blanco GP”) and Bain Capital Distressed and Special Situations 2016 Investors (F), L.P. (“F Holdings GP”). Each of A Holdings GP, B Holdings GP and F Holdings GP is a limited partnership organized under the laws of the State of Delaware and is controlled by its general partner, Bain Capital Credit Member, LLC, a limited liability company incorporated under the laws of the State of Delaware (“BCCM”). Blanco GP is a limited liability company incorporated under the laws of the State of Delaware and is controlled by its managing member, BCCM.

BCC SSA I, LLC, a limited liability company incorporated under the laws of the Cayman Islands (“SSA I”) is controlled by its managing member, Bain Capital Special Situations Asia, L.P., a limited partnership organized under the laws of the Cayman Islands (“BCSSA”), which is controlled by its general partner, Bain Capital Special Situations Asia Investors, LLC, a limited liability company incorporated under the laws of the Cayman Islands (“BCSSAI”), which in turn is controlled by its manager, Bain Capital Credit Member II, Ltd., an exempted company with limited liability incorporated under the laws of the Cayman Islands (“BCCM II”).

Bain Capital Distressed and Special Situations 2016 (EU Master), L.P., a limited partnership organized under the laws of Luxembourg (“EU Holdings”) is controlled by its general partner, Bain Capital Distressed and Special Situations 2016 Investors (EU), L.P., a limited partnership organized under the laws of Luxembourg (“EU Holdings GP”), which is controlled by its general partner, Bain Capital Credit Member III, S.à r.l., a limited company incorporated under the laws of Luxembourg and managed by Mr. Michael B. Treisman and Ms. Grindale C. Gamboa (together, “BCCM III”, and collectively with A Holdings, B Holdings, Blanco,

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F Holdings, A Holdings GP, B Holdings GP, Blanco GP, F Holdings GP, BCCM, SSA I, BCSSA, BCSSAI, BCCM II, EU Holdings and EU Holdings GP, the “BCC Filing Persons”).

The principal business of the BCC Filing Persons is making investment in securities. The principal business address and telephone number of the BCC Filing Persons is c/o Bain Capital Investors, LLC, 200 Clarendon Street, Boston, Massachusetts 02116, +1 (617) 516-2000. The BCPE Filings Persons and the BCC Filing Persons are collectively referred to as the “Bain Filing Persons.”

APG Filing Persons

Each of Boloria Investments Holding B.V. (“Boloria Investments”), APG Asset Management, N.V. (“APG NV”) and APG Groep, N.V. (“APG Groep”) is a corporation incorporated under the laws of the Netherlands. Stichting Pensioenfonds ABP (“ABP” and together with Boloria Investments, APG NV and APG Groep, the “APG Filing Persons”) is a pension plan regulated under the laws of the Netherlands. APG NV is the exclusive investment manager with the power to vote and make all investment decisions with respect to the securities held by Boloria Investments. APG Groep owns all of the voting shares of APG NV and ABP owns a supermajority of the shares of APG Groep.

The principal business of each of the APG Filing Persons is investment holding and investment activities. The principal business address and telephone number of Boloria Investments is Oude Lindestraat 70, 6411EJ Heerlen, Netherlands, +852 3769 0300. The principal business address and telephone number of APG NV is Basisweg 10A, 1043AP Amsterdam, Netherlands, +852 3769 0300. The principal business address and telephone number of APG Groep is Oude Lindestraat 70, Postbus 6401, Heerlen, Netherlands, +852 3769 0300. The principal business address and telephone number of ABP is PO Box 4874, 6401 JL Heerlen, Netherlands, +852 3769 0300. Information required under Rule 13e-3 and related rules under the Exchange Act with respect to the APG Filing Persons in this Proxy Statement, including those set forth in Annex E, is subject to the APG Filing Persons’ confirmation, supplements and amendments and will be furnished to the SEC in an amendment to the Schedule 13E-3 and be included in the definitive Proxy Statement.

Zeta Filing Persons

Zeta Cayman Limited (“Zeta”) is an exempted company with limited liability incorporated under the laws of the Cayman Islands and is owned equally by Einstein Cayman Limited (“Einstein”) and Datos, Inc (“Datos”). Einstein is an exempted company with limited liability incorporated under the laws of the Cayman Islands and a wholly owned subsidiary of SK Inc. (“SK”), which is a public company incorporated under the laws of the Republic of Korea whose shares are listed on the Korea Stock Exchange (Stock Code: KRX 034730). Datos is a limited company incorporated under the laws of the Republic of Korea, which is wholly owned by KTCU Global Partnership Private Equity Fund (“KTCU”), a collective investment scheme in the form of a limited partnership company incorporated under the laws of the Republic of Korea. KTCU is controlled by its general partner IMM Investment Corp. (“IMM” and, together with Zeta, Einstein, Datos, SK and KTCU, the “Zeta Filing Persons”), a corporation incorporated under the laws of the Republic of Korea. The principal business of each of the Zeta Filing Persons is making investments in securities. The principal business address and telephone number for Zeta and Einstein is 4th Floor, Harbour Place, 103 South Church Street, P.O. Box 10240, Grand Cayman KY1-1002, George Town, Cayman Islands, +82-2-2121-1916. The principal business address and telephone number for SK is 26 Jong-ro, Jongno-gu, Seoul, South Korea 03188, +82-2-2121-1916. The principal business address and telephone number for each of Datos, KTCU and IMM is 152 Teheran-ro, Gangnam-gu, Seoul, South Korea 06236, +82-2-2112-1758.

Mr. Liu

Mr. Chengyan Liu (“Mr. Liu”) is a citizen of the PRC. Mr. Liu has been the chairman of Wangsu Science and Technology Co., Ltd. (“Wangsu”), a listed company on Shenzhen Stock Exchange in China (SZSE: 300017),

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since May 2008. The principal business address and telephone number for Mr. Liu is 5th Floor, Building A, Guangqi Cultural Plaza, No. 2899 Xietu Road, Xuhui District, Shanghai, 200235, the People’s Republic of China, +86 21 2426-1717-1777. The principal business of Wangsu is provision of telecommunication value-added services. The principal business address of Wangsu is No. 2899 Xietu Road, Xuhui District, Shanghai, 200235, the People’s Republic of China.

Parent, Merger Sub, the Bain Filing Persons, the APG Filing Persons, the Zeta Filing Persons and Mr. Liu are collectively referred to as the “Parent Party Filing Persons.”

During the last five years, none of the Parent Party Filing Persons has been (a) convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors) or (b) a party to any judicial or administrative proceeding (except for matters that were dismissed without sanction or settlement) that resulted in a judgment or decree or final order enjoining the person from future violations of, or prohibiting activities subject to, federal or state securities laws, or a finding of any violation of federal or state securities laws.

The Bain Shareholders, ESOP Holdco, Bridge Management, A Holdings, B Holdings, Blanco, F Holdings, SSA I, EU Holdings, Boloria Investments, Zeta and Mr. Liu are collectively referred to as the “Rollover Shareholders.” The Rollover Shareholders, BCPE Newco and Keppel Funds Investments Pte. Ltd. (“Keppel”) are collectively referred to as the “Investors.” BCPE Sponsor and Keppel are collectively referred to as the “Sponsors.” The Sponsors, the Bain Shareholders, ESOP Holdco and Bridge Management are collectively referred to as the “Guarantors.” Parent, Merger Sub, the Investors, the Sponsors, the Guarantors or any of their respective affiliates (excluding the Company and its subsidiaries) are collectively referred to as the “Parent Parties.”

The Merger (Page 89)

The Company, Parent and Merger Sub have entered into an agreement and plan of merger, dated as of August 11, 2023 (the “Merger Agreement”), pursuant to which Merger Sub will be merged with and into the Company (the “Merger”) and cease to exist, with the Company continuing as the surviving company (the “Surviving Company”) and becoming a wholly owned subsidiary of Parent after the Merger.

You are being asked to vote to authorize and approve the Merger Agreement, the plan of merger required to be filed with the Registrar of Companies of the Cayman Islands (the “Cayman Registrar”) in connection with the Merger (the “Plan of Merger”) and the transactions contemplated by the Merger Agreement and the Plan of Merger (collectively, the “Transactions”), including the Merger, the variation of the authorized share capital of the Company at the Effective Time from US$50,000 divided into 5,000,000,000 Shares of a par value of US$0.00001 per Share, of which 4,500,000,000 shares were designated as Class A ordinary shares, par value US$0.00001 per share (each, a “Class A Share”) and 500,000,000 shares were designated as Class B ordinary shares, par value US$0.00001 per share (each, a “Class B Share” and, together with Class A Shares, collectively, the “Shares” and each, a “Share”) to US$50,000 divided into 5,000,000,000 ordinary shares of a par value of US$0.00001 each (the “Variation of Capital”) and, upon the Merger becoming effective, the amendment and restatement of the memorandum and articles of association of the Company by the deletion in their entirety and the substitution in their place of the new memorandum and articles of association of the Company (as the Surviving Company) in the form attached to the Plan of Merger (the “Amendment of the M&A”).

Following completion and as a result of the Merger, the Company, as the Surviving Company, will be wholly owned by Parent (which is a wholly owned subsidiary of BCPE Chivalry Topco Limited, an exempted company incorporated under the laws of the Cayman Islands (“Topco”)) and beneficially owned by certain Parent Parties, and will continue to do business under the name “Chindata Group Holdings Limited”. If the Merger is completed, the Company’s American depositary shares program for Class A Shares maintained pursuant to the deposit agreement, dated as of September 29, 2020 (the “Deposit Agreement”), by and among the

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Company, The Bank of New York Mellon, in its capacity as ADS depositary (the “ADS Depositary”) and the owners and holders of ADSs issued thereunder will be terminated, the Company will cease to be a publicly traded company and ADSs will cease to be listed on The Nasdaq Global Select Market (“Nasdaq”), and price quotations with respect to sales of ADSs in the public market will no longer be available. In addition, 90 days after the filing of Form 15 in connection with the completion of the Merger or such longer period as may be determined by the U.S. Securities and Exchange Commission (the “SEC”), registration of the Shares under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), will be terminated and the Company will no longer be required to file periodic reports with the SEC or otherwise be subject to the U.S. federal securities laws, including the Sarbanes-Oxley Act of 2002, applicable to public companies.

Copies of the Merger Agreement and the Plan of Merger are attached as Annex A and Annex B, respectively, to this Proxy Statement. You should read the Merger Agreement and the Plan of Merger in their entirety because they, and not this Proxy Statement, are the legal documents that govern the Merger.

Merger Consideration (Page 90)

Under the terms of the Merger Agreement, at the Effective Time, (a) each Share issued and outstanding immediately prior to the Effective Time will be cancelled in exchange for the right to receive US$4.30 per Share in cash without interest (the “Per Share Merger Consideration”) and net of any applicable withholding taxes, except for (i) the Shares deemed contributed to Topco by the Rollover Shareholders (the “Rollover Shares”), (ii) Shares (including Shares represented by ADSs) held by Parent, Merger Sub, the Company or any of their subsidiaries, (iii) Shares (including ADSs corresponding to such Shares) held by the Company or the ADS Depositary and reserved for issuance and allocation pursuant to the 2020 Share Option Plan adopted by the Company and effective as of January 1, 2020 (as amended from time to time, the “Company Share Plan”) (the Shares described in clauses (i) through (iii), the “Excluded Shares”), (iv) 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 Shares, the “Dissenting Shares”), and (v) Shares represented by ADSs, (b) each ADS issued and outstanding immediately prior to the Effective Time (other than ADSs representing Excluded Shares), together with each Class A Share represented by such ADS, will be cancelled in exchange for the right to receive US$8.60 per ADS in cash (less US$5.00 or less per 100 ADSs cancelled and any other fees and charges payable pursuant to the terms of the Deposit Agreement) without interest (the “Per ADS Merger Consideration”, and together with the Per Share Merger Consideration, the “Merger Consideration”) and net of any applicable withholding taxes, (c) the Excluded Shares will be cancelled without payment of any consideration from the Company therefor, and (d) 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.

Treatment of Company Options (Page 90)

Under the terms of the Merger Agreement, at the Effective Time, (a) each option to purchase Shares issued pursuant to the Company Share Plan (each, a “Company Option”) that is outstanding, unexercised, vested and not yet expired as of immediately prior to the Effective Time (each, a “Vested Company Option”) will be cancelled and converted into the right to receive an amount in cash, without interest and net of any applicable withholding taxes, equal to (i) the excess of the Per Share Merger Consideration of US$4.30 over the exercise price of such Vested Company Option, multiplied by (ii) the number of Shares underlying such Vested Company Option, and (b) each Company Option that is outstanding, unexercised, unvested and not yet expired immediately prior to the Effective Time (each, an “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 Topco and in accordance with the Company Share Plan and the award agreement with respect to such Unvested Company Option, in each case of (a) and (b), except as otherwise agreed to in writing between the holder of such Company Option and Parent.

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Record Date and Procedures for Voting (Pages 81 and 83)

You are entitled to attend and vote at the extraordinary general meeting if you have Shares registered in your name at the close of business in the Cayman Islands on                 , 2023 (the “Share Record Date”). If you own Shares at the close of business in the Cayman Islands on the Share Record Date, the deadline for you to lodge your proxy card and vote is                 , 2023 at                  p.m. (Beijing time).

If you own ADSs as of the close of business in New York City on the ADS Record Date (and do not cancel such ADSs and become a registered holder of the Shares underlying such ADSs, as explained below), you cannot vote directly nor are you able to attend the extraordinary general meeting, but you may instruct the ADS Depositary (as the registered holder of the Shares underlying your ADSs) on how to vote the Shares underlying your ADSs.

The Company will instruct the ADS Depositary to deliver to ADS holders as of                 , 2023 (the “ADS Record Date”) a Proxy Card and ADS Voting Instruction Card, the form of which is attached as Annex F to the Proxy Statement, and ADS holders as of the ADS Record Date will have the right to instruct the ADS Depositary how to vote the Shares underlying their ADSs at the extraordinary general meeting, subject to and in accordance with the terms of the Deposit Agreement. A copy of the Deposit Agreement is available free of charge at the SEC’s website at www.sec.gov.

The ADS Depositary must receive your instructions no later than 5:00 p.m. (New York City time) on                      in order to ensure the Shares underlying your ADSs are voted at the extraordinary general meeting. If you hold your ADSs in a brokerage, bank or other securities account, you must rely on the procedures of the broker, bank or other securities intermediary through which you hold your ADSs if you wish to vote.

Alternatively, if you own ADSs as of the close of business in New York City on the ADS Record Date, you may vote at the extraordinary general meeting directly if you surrender your ADSs and become a registered holder of the Shares underlying your ADSs prior to the close of business in the Cayman Islands on                 , the Share Record Date. If you wish to surrender your ADSs for the purpose of voting Shares directly, you need to make arrangements to deliver your ADSs to the ADS Depositary for cancellation before the close of business in New York City on                  together with (a) delivery instructions for the corresponding Shares (name and address of person who will be the registered holder of such Shares), (b) payment of the ADS cancellation fees (US$5.00 or less per 100 ADSs cancelled pursuant to the terms of the deposit agreement, dated as of September 29, 2020 , by and among the Company, the ADS Depositary, and the owners and holders of ADSs issued thereunder (the “Deposit Agreement”)) and any other fees and charges payable pursuant to the terms of the Deposit Agreement, which will not be borne by the Company, and any applicable taxes and governmental charges, and (c) a certification that you either (i) beneficially owned the relevant ADSs as of the ADS Record Date and have not given, and will not give, voting instructions to the ADS Depositary as to the ADSs being cancelled (or have cancelled all voting instructions previously given), or have given voting instructions to the ADS Depositary as to the ADSs being cancelled but undertakes not to vote the corresponding Shares at the extraordinary general meeting, or (ii) did not beneficially own the relevant ADSs as of the ADS Record Date and undertakes not to vote the corresponding Shares at the extraordinary general meeting. If you hold your ADSs in a brokerage, bank or other securities account, please contact your broker, bank or other securities intermediary to find out what actions you need to take to instruct the broker, bank or other securities intermediary to surrender the ADSs on your behalf. It is difficult to predict how long the steps described above may take. ADS holders that wish to surrender to become registered holders of Shares are advised to take action as soon as possible.

Shareholder Vote Required to Approve the Merger Agreement and the Plan of Merger (Page 82)

Under the CICA and the Merger Agreement, in order for the Merger to be completed, the Merger Agreement and the Plan of Merger must be approved by a special resolution (as defined in the CICA) of the Company’s shareholders (including holders of Shares represented by ADSs), which requires the affirmative vote

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of shareholders holding at least two-thirds of the votes cast by such shareholders as, being entitled to do so, vote in person or by proxy, or in the case of corporations, by their duly authorized representatives, as a single class at the extraordinary general meeting (the “Company Requisite Vote”). If this vote is not obtained, the Merger will not be completed.

As of the date of this Proxy Statement, the Supporting Shareholders beneficially own in the aggregate 154,802,607 Class A Shares (including Class A Shares represented by ADSs) and 326,661,501 Class B Shares, which represent approximately 65.67% of the total issued and outstanding Shares and approximately 95.26% of the total voting power of the issued and outstanding Shares. See “Security Ownership of Certain Beneficial Owners and Management of the Company” beginning on page 115 for additional information. These Shares will be voted in favor of the authorization and approval of the Merger Agreement, the Plan of Merger and the Transactions, including the Merger, at the extraordinary general meeting.

Neither the CICA nor the Merger Agreement requires that the Merger Agreement and Plan of Merger be approved by a majority of the Unaffiliated Security Holders.

Dissenters’ Rights (Page 74)

Registered holders of Shares who validly exercise and have not effectively withdrawn or lost their right to dissent from the Merger will have the right to receive payment of the fair value of their Shares as determined by the Grand Court of the Cayman Islands (the “Court”) in accordance with Section 238 of the CICA if the Merger is consummated, but only if they deliver to the Company, before the vote to authorize and approve the Merger is taken at the extraordinary general meeting, a written objection to the Merger and subsequently comply with all procedures and requirements of Section 238 of the CICA for the exercise of dissenters’ rights, a copy of which is attached as Annex D to this Proxy Statement. The fair value of each of their Shares as determined by the Court under the CICA could be more than, the same as, or less than the Per Share Merger Consideration they would receive pursuant to the Merger Agreement if they do not exercise dissenters’ rights with respect to their Shares.

Purposes and Effects of the Merger (Pages 57 and 59)

The purpose of the Merger is to enable Parent to acquire 100% control of the Company in a transaction in which the Shares and ADSs (other than the Excluded Shares, the Dissenting Shares and ADSs representing the Excluded Shares) will be cancelled in exchange for the Per Share Merger Consideration or the Per ADS Merger Consideration, as applicable. See “Special Factors—Purposes of and Reasons for the Merger” beginning on page 57 for additional information.

ADSs are currently listed on Nasdaq under the symbol “CD.” It is expected that, following the consummation of the Merger, the Company will cease to be a publicly traded company and will instead become a private company beneficially owned by certain Parent Parties. See “Special Factors—Effects of Merger on the Company” beginning on page 59 for additional information.

Plans for the Company after the Merger (Page 62)

Following the completion of the Merger, Parent will own 100% of the equity interest in the Company as the Surviving Company. The Parent Parties anticipate that the Company will continue to conduct its operations substantially as they are currently being conducted, except that it will (i) cease to be a publicly traded company and will instead be a wholly owned subsidiary of Parent and (ii) have more debt than it currently has. See “Special Factors—Financing of the Merger—Debt Financing” beginning on page 65 for additional information.

Following the completion of the Merger and the anticipated deregistration of the Class A Shares and the ADSs, the Company will no longer be subject to the reporting requirements under the U.S. federal securities laws, including the Sarbanes-Oxley Act of 2002, applicable to public companies, or the compliance and reporting requirements of Nasdaq and the related direct and indirect costs and expenses.

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Position of the Parent Party Filing Persons as to the Fairness of the Merger (Page 46)

Each Parent Party Filing Person believes that the Merger is fair to the unaffiliated security holders of the Company (as such terms are defined in Rule 13e-3 of the Securities Exchange Act of 1934, as amended) (the “Unaffiliated Security Holders”). Their belief is based upon the factors discussed under the section entitled “Special Factors—Position of the Parent Party Filing Persons as to the Fairness of the Merger” beginning on page 46.

Financing of the Merger (Page 64)

The Company and the Parent Parties estimate that the total amount of funds necessary to complete the Transactions and to settle the transaction costs associated with the Transactions is anticipated to be approximately US$3.99 billion as of the date of this Proxy Statement, assuming no exercise of dissenters’ rights by shareholders of the Company. This amount includes the cash to be paid to the Unaffiliated Security Holders and holders of Vested Company Options, as well as the related costs and expenses, in connection with the Transactions. The Parent Parties expect to fund this amount through a combination of:

(a) debt financing of committed senior term loan facilities of US$1.65 billion (or its equivalent in RMB) provided pursuant to a debt commitment letter, dated as of June 28, 2023, 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) each as original arranger and original underwriter (collectively the “Arrangers and Underwriters”) (the “Debt Commitment Letter”);

(b) the cancellation of all Rollover Shares (including Shares represented by ADSs) held by the Rollover Shareholders at the Effective Time for no consideration from the Company and the receipt by the Rollover Shareholders of newly issued shares of Topco, pursuant to the terms and subject to the conditions of the applicable Support Agreement; and

(c) cash contribution in the aggregate amount of approximately US$343 million contemplated by certain equity commitment letters, dated as of August 11, 2023, between each of BCPE Sponsor and Keppel and Parent (the “Equity Commitment Letters”).

See “Special Factors—Financing of the Merger” beginning on page 64 for additional information.

Limited Guaranties (Page 67)

Concurrently with the execution and delivery of the Merger Agreement, each of the Guarantors executed and delivered a limited guaranty, dated as of August 11, 2023 (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 Parent Termination Fee (as defined below) that may become payable to the Company by Parent under certain circumstances and certain costs and expenses, as set forth in the Limited Guaranties.

See “Special Factors—Limited Guaranties” beginning on page 67 for additional information.

Support Agreements (Page 68)

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

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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 applicable Equity Commitment Letter 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.

See “Special Factors—Support Agreements” beginning on page 68 for additional information.

Opinion of the Special Committee’s Financial Advisor (Page 52)

The Special Committee retained Citigroup Global Markets Asia Limited (“Citigroup”) as its independent financial advisor in connection with the Proposed Transaction. In connection with this engagement, at the meeting of the Special Committee on August 11, 2023, Citigroup rendered its oral opinion to the Special Committee, which was subsequently confirmed in writing by delivery of Citigroup’s written opinion, dated August 11, 2023, to the Special Committee, that, as of such date and based upon and subject to the factors, assumptions and limitations set forth in its opinion, the Per Share Merger Consideration was fair, from a financial point of view, to the holders of Shares (other than Excluded Shares, Dissenting Shares, and Shares represented by ADSs) and the Per ADS Merger Consideration was fair, from a financial point of view, to the holders of ADSs (other than ADSs representing Excluded Shares).

The full text of the written opinion of Citigroup, dated August 11, 2023, which sets forth the procedures followed, assumptions made, matters considered and qualifications and limitations on the review undertaken in connection with the opinion, is attached as Annex C to this Proxy Statement and is incorporated herein by reference. The summary of the opinion of Citigroup set forth in this Proxy Statement is qualified in its entirety by reference to the full text of such opinion. Holders of Shares and ADSs are urged to read the opinion in its entirety. Citigroup’s written opinion is addressed to the Special Committee (in its capacity as such), is directed only to the fairness from a financial point of view of the Per Share Merger Consideration and the Per ADS Merger Consideration to the extent expressly specified in the opinion, does not address any terms or other aspects or implications of the Merger and does not constitute a recommendation to any holder of Shares or ADSs as to how such holder should vote or act with respect to the Merger or any other matter.

Interests of the Company’s Executive Officers and Directors in the Merger (Page 70)

In considering the recommendation of the Special Committee and the Board, the Company’s shareholders should be aware that certain of the Company’s directors and executive officers have interests in the Transactions, including the Merger, that are different from, and/or in addition to, the interests of the Company’s shareholders and ADS holders generally. These interests include:

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The Special Committee and the Board were aware of these potential conflicts of interest and considered them, among other matters, in reaching their decisions and recommendations with respect to the Merger Agreement and related matters. See “Special Factors—Interests of Certain Persons in the Merger” beginning on page 69 for additional information.

No Solicitation (Page 98)

The Merger Agreement restricts the Company’s ability, until the Effective Time or the termination of the Merger Agreement, to solicit or engage in discussions or negotiations with third parties regarding any Acquisition Proposal (as defined in the section entitled “The Merger Agreement and Plan of Merger”). See and read carefully “The Merger Agreement and Plan of Merger—No Solicitation” beginning on page 98.

Conditions to the Merger (Page 104)

The obligations of the Company, Parent and Merger Sub to consummate the Transactions are subject to the satisfaction or waiver of the following conditions:

The obligations of Parent and Merger Sub to complete the Merger are also subject to the satisfaction, or waiver by Parent or Merger Sub, of the following conditions:

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The obligations of the Company to complete the Merger are subject to the satisfaction, or waiver by the Company, of the following conditions:

Termination of the Merger Agreement (Page 105)

The Merger Agreement may be terminated at any time prior to the Effective Time:

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Termination Fees and Reimbursement of Expenses (Page 106)

The Company is required to pay to Parent a cash termination fee in an amount equal to US$39,504,744 if the Merger Agreement is terminated by:

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Parent is required to pay to the Company a cash termination fee in an amount equal to US$79,009,487 if the Merger Agreement is terminated by:

U.S. Federal Income Tax Consequences (Page 74)

The receipt of cash pursuant to the Merger will be a taxable transaction for U.S. federal income tax purposes. See “Special Factors—U.S. Federal Income Tax Consequences” beginning on page 74. The U.S. federal income tax consequences of the Merger to you will depend upon your personal circumstances. You should consult your tax advisors regarding the U.S. federal, state, local, foreign and other tax consequences of the Merger to you.

PRC Tax Consequences (Page 78)

The Company does not believe that it should be considered a resident enterprise under the PRC Enterprise Income Tax Law (the “EIT Law”) or that the gains recognized on the receipt of cash for the Shares or ADSs should otherwise be subject to PRC tax to holders of such Shares or ADSs that are not PRC residents. However, there is uncertainty regarding whether the PRC tax authorities would deem the Company to be a resident enterprise. If the PRC tax authorities were to determine that the Company should be considered a resident enterprise, then gains recognized on the receipt of cash for our Shares or ADSs pursuant to the Merger by our shareholders or ADSs holders who are not PRC residents could be treated as PRC-source income that would be subject to PRC income tax at a rate of 10% in the case of enterprises or 20% in the case of individuals (subject to applicable tax treaty relief, if any), and, even in the event that the Company is not considered a resident enterprise, gains recognized on the receipt of cash for Shares or ADSs will be subject to PRC tax if the holders of such Shares or ADSs are PRC residents. It is unclear whether in practice non-PRC holders of our Shares or ADSs will be able to obtain the benefits of any applicable tax treaties if the Company is considered a resident enterprise for PRC tax purposes. The Company does not believe that the Merger is without reasonable commercial purpose for purposes of Bulletin 37 and Bulletin 7, and, as a result, the Company will not withhold any PRC tax (under Bulletin 7 and Bulletin 37) from the Merger consideration to be paid to holders of Shares or ADSs. You should

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consult your own tax advisor for a full understanding of the tax consequences of the Merger to you, including any PRC tax consequences.

Please see “Special Factors—PRC Tax Consequences” beginning on page 78 for additional information.

Cayman Islands Tax Consequences (Page 79)

The Cayman Islands currently has no form of income, corporate or capital gains tax and no estate duty, inheritance tax or gift tax. No taxes, fees or charges will be payable (either by direct assessment or withholding) to the government or other taxing authority in the Cayman Islands under the laws of the Cayman Islands in respect of the Merger or the receipt of cash for the Shares and ADSs under the terms of the Merger Agreement. This is subject to the qualifications that (a) Cayman Islands stamp duty may be payable if any original transaction documents are brought into or executed or produced before a court in the Cayman Islands (for example, for enforcement), (b) registration fees will be payable to the Registrar of Companies in the Cayman Islands to register the Plan of Merger, and to file the Variation of Capital, and the Amendment of the M&A and (c) fees will be payable to the Cayman Islands Government Gazette Office to publish the notice of the Merger in the Cayman Islands Government Gazette.

Please see “Special Factors—Cayman Islands Tax Consequences” beginning on page 79 for additional information.

Regulatory Matters (Page 74)

The Company does not believe that any material governmental regulatory approvals, filings or notices are required in connection with effecting the Merger other than (a) the approvals, filings or notices required under the United States federal securities laws and (b) the filing of the Plan of Merger (and supporting documentation as specified in the CICA) with the Cayman Registrar and, in the event the Merger becomes effective, a copy of the certificate of Merger being given to the shareholders and creditors of the Company and Merger Sub as at the time of the filing of the Plan of Merger and notice of Merger published in the Cayman Islands Gazette, and (c) a report of the delisting being submitted to the China Securities Regulatory Commission within three (3) working days after the completion of the delisting.

Litigation Relating to the Merger (Page 74)

We are not aware of any lawsuit that challenges the Merger, the Merger Agreement or any of the Transactions.

Accounting Treatment of the Merger (Page 74)

The Merger is expected to be accounted for as a business combination by Parent in accordance with Accounting Standards Codification 805 “Business Combinations,” initially at a consideration of the fair value of the Company as of the Closing Date, which is the date of the acquisition.

Market Price of the ADSs (Page 80)

The closing price of ADSs on Nasdaq on June 5, 2023, the last trading day before the Company’s receipt of the preliminary non-binding proposal letter from the Bain Shareholders, was US$6.03 per ADS. The consideration of US$4.30 per Share, or US$8.60 per ADS, to be paid in the Merger represents a premium of approximately 42.6% to that closing price and a premium of approximately 48.7% to the volume-weighted average trading price of the ADSs during the 30 trading days prior to and including June 5, 2023.

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Remedies and Limitation on Liability (Page 107)

The parties to the Merger Agreement may be entitled to specific performance of the terms of the Merger Agreement, including an injunction or injunctions to prevent breaches of the Merger Agreement. Specifically, the Company is entitled to seek specific performance to cause Parent and Merger Sub to cause the equity financing to be funded and to consummate the Closing in accordance with the Merger Agreement, but only in the event that each of the following conditions has been satisfied: (a) all conditions to the obligations of Parent and Merger Sub to consummate the merger (other than those conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction or waiver of such conditions) have been satisfied or, if permissible, waived in accordance with the Merger Agreement, (b) Parent is required to complete the Closing pursuant to the Merger Agreement but fails to complete the Closing by the date on which the Closing is required to have occurred pursuant to the terms of the Merger Agreement, (c) the debt financing has been funded in full or will be funded at the Closing if the equity financing is funded at the Closing, and (d) the Company has irrevocably confirmed in writing that the Company is ready, willing and able to consummate the Closing, and if specific performance is granted and the equity financing and the debt financing are funded, then the Closing would occur.

While the parties may pursue a grant of specific performance prior to the termination of the Merger Agreement or monetary damages in connection with the termination of the Merger Agreement, none of them will be permitted or entitled to receive both a grant of specific performance that results in the Closing and monetary damages in connection with the termination of the Merger Agreement.

Subject to the equitable remedies the parties may be entitled to as discussed above, the maximum aggregate liabilities of Parent and Merger Sub, on the one hand, and the Company, on the other hand, for monetary damages in connection with the Merger Agreement are limited to a termination fee of US$79,009,487 (“Parent Termination Fee”) and US$39,504,744 (“Company Termination Fee”), respectively and reimbursement of certain expense accrued in the event that the Company or Parent fails to pay the applicable termination fee when due and certain other costs and expenses payable pursuant to the Merger Agreement.

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QUESTIONS AND ANSWERS ABOUT THE EXTRAORDINARY GENERAL MEETING AND THE MERGER

The following questions and answers address briefly some questions you may have regarding the extraordinary general meeting and the Merger. These questions and answers may not address all questions that may be important to you as a shareholder of the Company. Please refer to the more detailed information contained elsewhere in this Proxy Statement, the annexes to this Proxy Statement and the documents referred to or incorporated by reference in this Proxy Statement.

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Dissenting Shares will be cancelled and cease to exist at the Effective Time, and the holders of such Dissenting Shares shall not be entitled to receive the US$4.30 in cash per Share and shall instead be entitled to receive only the payment of the fair value of the Dissenting Shares as determined in accordance with the provisions of Section 238 of the CICA.

If you own ADSs and the Merger is completed, you will be entitled to receive US$8.60 per ADS (less US$5.00 or less per 100 ADSs cancelled and any other fees and charges payable pursuant to the terms of the Deposit Agreement) in cash, without interest and net of any applicable withholding taxes, for each ADS you own immediately prior to the Effective Time unless you (a) before                  p.m. (New York City Time) on                 , 2023, surrender your ADSs to the ADS Depositary for cancellation and delivery of Shares, pay the ADS Depositary’s fees required for the cancellation of your ADSs, and provide delivery instructions for the corresponding Shares, and certify that you either (i) beneficially owned the ADSs as of the ADS Record Date and have not given, and will not give, voting instructions as to the ADSs being cancelled (or have cancelled all voting instructions previously given), or have given voting instructions to the ADS Depositary as to the ADSs being cancelled but undertake not to vote the corresponding Shares at the extraordinary general meeting, or (ii) did not beneficially own the relevant ADSs as of the ADS Record Date and undertake not to vote the corresponding Shares at the extraordinary general meeting and become a registered holders of Shares by the close of business in the Cayman Islands on the Share Record Date and (b) comply with the procedures and requirements for exercising dissenters’ rights for the Shares under Section 238 of the CICA.

Please see “Special Factors—U.S. Federal Income Tax Consequences,” “Special Factors—PRC Tax Consequences” and “Special Factors—Cayman Islands Tax Consequences” beginning on page 79 for a more detailed description of the tax consequences of the Merger. You should consult with your own tax advisor for a full understanding of how the Merger will affect your U.S. federal, state, local, foreign and other taxes.

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Under specified circumstances, the Company may be required to pay Parent or its designees a termination fee and reimburse Parent for certain expenses in connection with the Merger, or Parent may be required to pay the Company a termination fee and reimburse the Company for certain expenses in connection with the Merger, in each case as described in “The Merger Agreement and Plan of Merger—Termination Fees and Reimbursement of Expenses” beginning on page 106.

Unless you validly exercise and have not effectively withdrawn or lost your dissenters’ rights in accordance with Section 238 of the CICA, upon your surrender of any share certificates (or an affidavit and indemnity of loss in lieu of the share certificates), if applicable, and/or such other documents as may be required by the paying agent in accordance with the terms of such letter of transmittal, duly executed in accordance with the instructions thereto, you will receive a check in the amount equal to (i) the number of your Shares (excluding Excluded Shares and Dissenting Shares) represented by such share certificate (or affidavits and indemnities of loss in lieu of share certificates) or the number of your Uncertificated Shares (excluding Excluded Shares and Dissenting Shares), multiplied by (ii) US$4.30 per Share, in cash, without interest and net of any applicable withholding taxes, in exchange for your Shares (excluding Excluded Shares and Dissenting Shares).

The Per Share Merger Consideration payable in the Merger may be subject to withholding taxes, including if the paying agent has not received from you a properly completed and signed U.S. Internal Revenue Service Form W-8 or W-9, as applicable.

If your Shares are held through your broker, bank or other nominee, you will receive instructions from your broker, bank or other nominee on how to surrender your Shares and receive the Merger consideration for those Shares.

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The Per ADS Merger consideration may be subject to backup withholding taxes if the ADS Depositary has not received from you a properly completed and signed U.S. Internal Revenue Service Form W-8 or W-9, as applicable.

If your ADSs are held through your broker, bank or other nominee at the Depository Trust Company (“DTC”), you will not be required to take any action to receive the Per ADS Merger Consideration for your ADSs as the ADSs will be surrendered within DTC and the remittance of the Merger consideration (net of applicable fees, taxes or governmental charges, including US$5.00 or less per 100 ADSs cancelled and any other fees and charges payable pursuant to the terms of the Deposit Agreement) for distribution to your broker, bank or other nominee on your behalf. If you have any questions concerning the receipt of the Merger consideration, please contact your broker, bank or other nominee.

At the close of business in the Cayman Islands on                 , 2023, the Share Record Date for the extraordinary general meeting,                  Class A Shares and                  Class B Shares are expected to be issued and outstanding and entitled to vote at the extraordinary general meeting.

Pursuant to the Support Agreement, among other things, the Supporting Shareholders have agreed to vote in favor of authorization and approval of the Merger Agreement, the Plan of Merger and the Transactions, including the Merger.

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You should read “Special Factors—Reasons for the Merger and Recommendation of the Special Committee and the Board” beginning on page 38 for a discussion of the factors that the Special Committee and the Board considered in deciding to recommend the approval of the Merger Agreement. In addition, in considering the recommendation of the Special Committee and the Board with respect to the Merger Agreement, you should be aware that some of the Company’s directors and executive officers have interests in the Merger that are different from, or in addition to, the interests of the Company’s shareholders generally. See “Special Factors—Interests of Certain Persons in the Merger” beginning on page 69.

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Alternatively, you can attend the extraordinary general meeting and vote in person. To attend the extraordinary general meeting, you must present certain documents to verify your identities, such as your identification card or passport and your share certificate. If you decide to sign and send in your proxy card, and do not indicate how you want to vote, Shares represented by your proxy will be voted FOR the proposal to authorize and approve the execution, delivery and performance of the Merger Agreement, the Plan of Merger and the consummation of the Transactions, including the Merger, and, upon the Merger becoming effective, the Variation of Capital and the Amendment of the M&A, FOR the proposal to authorize each of the directors and officers of the Company to do all things necessary to give effect to the Merger Agreement, the Plan of Merger and the consummation of the Transactions, including the Merger, and, upon the Merger becoming effective, the Variation of Capital and the Amendment of the M&A, and FOR the proposal to adjourn the extraordinary general meeting in order to allow the Company to solicit additional proxies in the event that there are insufficient proxies received at the time of the extraordinary general meeting to pass the special resolutions to be proposed at the extraordinary general meeting, unless you appoint a person other than the chairman of the meeting as proxy, in which case Shares represented by your proxy card will be voted (or not submitted for voting) as your proxy determines.

If your Shares are held by your broker, bank or other nominee, please see below for additional information.

If you own ADSs as of the close of business in New York City on the ADS Record Date (and do not cancel such ADSs and become a registered holder of the Shares underlying your ADSs as explained below), you cannot attend and vote at the extraordinary general meeting directly (whether in person or by proxy), but you may instruct the ADS Depositary (as the registered holder of Shares underlying your ADSs) how to vote the Shares underlying your ADSs by completing and signing the ADS Voting Instruction Card if you are a registered ADS holder and returning it in accordance with the instructions printed on it as soon as possible. The ADS Depositary must receive such instructions no later than 12:00 p.m. (New York City time) on                 , 2023 in order to ensure the Shares underlying your ADSs are voted at the extraordinary general meeting. The ADS Depositary will endeavor to vote (or will endeavor to cause the vote of) (in

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person or by proxy), in so far as practicable and permitted under applicable law, the provisions of the Deposit Agreement and the memorandum and articles of association of the Company, the Shares represented by the ADSs at the extraordinary general meeting in accordance with the voting instructions timely received (or deemed received) from holders of ADSs. Pursuant to Section 4.7 of the Deposit Agreement, the ADS Depositary will not itself exercise any voting discretion in respect of any Shares represented by ADSs and it will not vote any Shares represented by ADSs other than in accordance with signed voting instructions from the relevant ADS holder, except as discussed below. Under the Deposit Agreement, subject to certain conditions contained therein, ADS holders as of the ADS Record Date whose voting instructions are not received or are timely received but fail to specify the manner in which the ADS Depositary is to vote will be deemed to have instructed the ADS Depositary to give a discretionary proxy to a person designated by the Company to vote the Shares represented by the relevant ADSs, in each case pursuant to the terms of the Deposit Agreement; provided, however, that no such discretionary proxy shall be given by the ADS Depositary with respect to any matter to be voted upon at the extraordinary general meeting unless the Company has confirmed to the ADS Depositary (i) that it wishes such proxy to be given, (ii) that the Company reasonably does not know of any substantial opposition to the matters to be voted on at the extraordinary general meeting and (iii) that the matters to be voted on at the extraordinary general meeting are not materially adverse to the interests of holders of Shares. If you hold your ADSs in a brokerage, bank, securities intermediary or other account, you must rely on the procedures of the broker, bank or other nominee through which you hold your ADSs if you wish to vote. Alternatively, if you own ADSs as of the close of business in New York City on the ADS Record Date, you may vote at the extraordinary general meeting directly if you cancel your ADSs and become a holder of the Shares underlying your ADSs prior to the close of business in the Cayman Islands on the Share Record Date. If you wish to cancel your ADSs for the purpose of voting the corresponding Shares directly at the extraordinary general meeting after the ADS Record Date, you need to make arrangements with your broker or custodian to deliver your ADSs to the ADS Depositary for cancellation before the close of business in New York City on                 , 2023 together with (a) delivery instructions for the corresponding Shares by such ADSs (including, if applicable, the name and address of person who will be the registered holder of such Shares), (b) payment of the ADS Depositary’s fees associated with such cancellation (US$5.00 or less per 100 ADSs cancelled and any other fees and charges payable pursuant to the terms of the Deposit Agreement), which will not be borne by the Surviving Company, and any applicable taxes or governmental charges, and (c) a certification that you either (i) beneficially owned the ADSs as of the ADS Record Date and have not given, and will not give, voting instructions to the ADS Depositary as to the ADSs being cancelled, or have given voting instructions to the ADS Depositary as to the ADSs being cancelled (or have cancelled all voting instructions previously given), or have given voting instructions to the ADS Depositary as to the ADSs being cancelled but undertake not to vote the corresponding Shares at the extraordinary general meeting or (ii) did not beneficially own the relevant ADSs as of the ADS Record Date and undertake not to vote the corresponding Shares at the extraordinary general meeting. If you hold your ADSs in a brokerage, bank, securities intermediary or other account, please contact your broker, bank or other nominee to find out what actions you need to take to instruct the broker, bank or other nominee to cancel the ADSs on your behalf. Upon cancellation of the ADSs, the ADS Depositary will direct The Hongkong and Shanghai Banking Corporation Limited, the custodian holding the Shares, to deliver, or cause the delivery of the Shares represented by the ADSs so cancelled to or upon the written order of the person(s) designated in the order delivered to the ADS Depositary for such purpose. If after the registration of Shares in your name you wish to receive a certificate evidencing the Shares registered in your name, you will need to request the Registrar of Companies of the Cayman Islands (the “Cayman Registrar”), to issue and mail a certificate to your attention. If the Merger is not consummated, the Company will continue to be a public company in the United States and ADSs will continue to be listed on Nasdaq. As a result, if you have cancelled your ADSs to attend the extraordinary general meeting and you wish to be able to sell your Shares on a stock exchange, you will need to deposit your Shares into the Company’s ADS program for the issuance of the corresponding number of ADSs, subject to the terms and conditions of applicable law and the Deposit Agreement, including, among other things, payment of relevant fees of the ADS Depositary for the issuance

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of ADSs (US$5.00 or less per 100 ADSs issued) and applicable share transfer taxes (if any) and related charges pursuant to the Deposit Agreement.

If you hold Shares through a broker, bank or other nominee and have instructed the broker, bank or other nominee to vote your Shares, you must follow directions received from the broker, bank or other nominee to change your instructions.

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If you hold Shares through a broker, bank or other nominee and have instructed the broker, bank or other nominee to vote your Shares, you must follow directions received from the broker, bank or other nominee to change your instructions.

Registered owners of ADSs may revoke their voting instructions to the ADS Depositary prior to 12:00 p.m. (New York City time) on                 , 2023 by submitting a new ADS voting instruction card, specific to that registered owner, to the ADS Depositary.

If you hold your ADSs through a broker, bank or other nominee and you have instructed your broker, bank or other nominee to give ADS voting instructions to the ADS Depositary, you must follow the directions of your broker, bank or other nominee to change those instructions.

All holders of uncertificated Shares and uncertificated ADSs (i.e., holders whose Shares or ADSs are held in book entry) will automatically receive their Merger consideration (net of applicable fees and taxes) shortly after the Merger is consummated without any further action required on the part of such holders.

If your Shares or your ADSs are held by your broker, bank or other nominee you will receive instructions from your broker, bank or other nominee as to how to effect the surrender of your share certificates or ADSs in exchange for the Merger consideration.

The ADS Record Date is the close of business in New York City on                 , 2023. If you transfer your ADSs after the ADS Record Date but before the extraordinary general meeting, you will retain your right to instruct the ADS Depositary to vote at the extraordinary general meeting, but will transfer the right to receive the Merger consideration to the person to whom you transfer your ADSs, so long as such person owns such ADSs when the Merger is consummated.

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ADS holders will not have the right to exercise dissenters’ rights and receive payment of the fair value of the Shares underlying their ADSs as determined by the Court. The ADS Depositary will not exercise or attempt to exercise any dissenters’ rights with respect to any of the Shares that it holds, even if an ADS holder requests the ADS Depositary to do so. ADS holders wishing to exercise dissenters’ rights must, before                  p.m. (New York City Time) on                 , 2023, surrender their ADSs to the ADS Depositary for cancellation and delivery of Shares, pay the ADS Depositary’s fees required for the cancellation of their ADSs (US$5.00 or less per 100 ADSs cancelled and any other fees and charges payable pursuant to the terms of the Deposit Agreement), and any applicable taxes or governmental charges, and provide delivery instructions for the corresponding Shares, and certify that they either (i) beneficially owned the ADSs as of the ADS Record Date and have not given, and will not give, voting instructions as to the ADSs being cancelled (or have cancelled all voting instructions previously given), or have given voting instructions to the ADS Depositary as to the ADSs being cancelled but undertake not to vote the corresponding Shares at the extraordinary general meeting, or (ii) did not beneficially own the relevant ADSs as of the ADS Record Date and undertake not to vote the corresponding Shares at the extraordinary general meeting and become registered holders of Shares by the close of business in the Cayman Islands on the Share Record Date. Thereafter, such former ADS holders must comply with the procedures and requirements for exercising dissenters’ rights with respect to the Shares under Section 238 of the CICA. If the Merger is not consummated, the Company will continue to be a public company in the United States and ADSs will continue to be listed on Nasdaq. Shares are not listed and cannot be traded on any stock exchange other than Nasdaq, and in such case only in the form of ADSs. As a result, if a former ADS holder has cancelled his, her or its ADSs to exercise dissenters’ rights and the Merger is not consummated and such former ADS holder wishes to be able to sell his, her or its Shares on a stock exchange, such former ADS holder will need to deposit his, her or its Shares into the Company’s ADS program for the issuance of the corresponding number of ADSs, subject to the terms and conditions of applicable law and the Deposit Agreement, including, among other things, payment of relevant fees of the ADS Depositary for the issuance of ADSs (US$5.00 or less per 100 ADSs issued) and applicable Share transfer taxes (if any) and related charges pursuant to the Deposit Agreement.

We encourage you to read the section of this Proxy Statement entitled “Dissenters’ Rights” beginning on page 110 as well as “Annex D—Cayman Islands Companies Act (As Amended)—Section 238” to this Proxy Statement carefully and to consult your own Cayman Islands legal counsel if you desire to exercise your dissenters’ rights.

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In order for you to receive timely delivery of any additional copy of this Proxy Statement or the accompanying proxy card in advance of the extraordinary general meeting, you must make your request no later than ten days prior to the date of the extraordinary general meeting.

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SPECIAL FACTORS

Background of the Merger

Most of the events leading to the execution of the Merger Agreement described in this Background of the Merger occurred primarily in the PRC and Hong Kong. Therefore, all dates and times referenced in this Background of the Merger refer to China Standard Time.

The Board and senior management of the Company periodically review the Company’s long-term strategic plans with the goal of maximizing shareholder value. As part of this ongoing process, the Board and senior management have, from time to time, considered strategic alternatives that may be available to the Company to enhance shareholder value, including potential commercial and strategic business partnerships, acquisition transactions, new business lines, and capital market events. While the Company’s management had discussions from time to time with third parties regarding possible options over the past years, these discussions did not result in any specific proposals for a strategic transaction prior to the events described below.

In connection with their controlling stake in the Company, the Bain Shareholders (together with their respective affiliates, the “Bain Party”) have also periodically reviewed and evaluated their investment in the Company and considered strategic alternatives that may be available to the Bain Party and potentially the Company.

Bain Party’s Preliminary Discussions with Third Party Investors

During the period of January 2022 to April 2022 and January 2023 to February 2023, the Bain Party from time to time had preliminary confidential discussions with Party A, a strategic party, regarding a potential transaction that involves an acquisition by Party A of the Company through a combination of cash consideration and share consideration issued by Party A. The Bain Party did not engage in any detailed discussions or any negotiations, or enter into any agreement, including any non-disclosure agreement, with such strategic party due to, among other reasons, uncertainty of value and potential regulatory complexities.

From April 2022 to February 2023, the Bain Party, assisted by its financial advisor Morgan Stanley Asia Limited (“Morgan Stanley”), engaged in certain preliminary, high-level discussions from time to time with certain interested third parties, including Keppel, Party B, China Merchants Capital Holdings (International) Limited (“CMC”) and Party C, to explore a potential acquisition of the Company involving a range of possible structures (each such transaction, a “Potential Transaction”).

During that process, the Bain Party (i) entered into a customary mutual non-disclosure agreement with each of Keppel, Party B, CMC and Party C, and (ii) informed members of the audit committee of the Board (the “Audit Committee”) of the potential interest of each of Keppel, Party B, CMC and Party C in exploring a Potential Transaction, and requested that the Audit Committee grant access to certain information of the Company to such third parties for preliminary due diligence.

Upon approval by the Audit Committee for such parties to conduct preliminary due diligence on the Company, the Company entered into a customary non-disclosure agreement with each of Keppel, Party B, CMC and Party C. Each such party conducted preliminary due diligence on the Company.

The Company was not involved in the preliminary discussions between the Bain Party and any of the foregoing third parties in connection with a Potential Transaction or any other alternative transaction in this time period.

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A summary of the key aspects of the Bain Party’s preliminary discussions with each of Keppel, Party B, CMC and Party C in connection with a Potential Transaction is as follows:

Preliminary Discussions with Keppel

During the periods of June 2022 to October 2022 and January 2023 to February 2023, representatives of the Bain Party and Keppel engaged in preliminary confidential discussions with respect to a Potential Transaction that could involve forming a consortium between Keppel and the Bain Shareholders to acquire the Company with the Bain Shareholders selling a portion of its controlling stake in such transaction while also continuing as significant shareholders of the Company. During their initial discussions in June 2022, Keppel indicated for discussion purposes that the price to be paid to shareholders of the Company would be based on a premium of approximately 25% to 35% over the trading price of the Company’s ADSs. To facilitate further discussions, during October 2022, Keppel indicated for discussion purposes a price to be paid to shareholders of the Company of US$10.81 per ADS (equivalent to US$5.406 per Share), which represented a premium falling within the same range from approximately 25% to 35% as indicated by Keppel in the June 2022 discussions. During their discussions in early 2023, the Bain Party indicated for discussion purposes a price to be paid to shareholders of the Company of US$10.00 per ADS (equivalent to US$5.00 per Share) or US$11.00 per ADS (equivalent to US$5.50 per Share), which represented a premium falling within the same range from approximately 25% to 35% as indicated by Keppel in the June 2022 discussions.

The Bain Party discontinued their discussions with Keppel to explore a Potential Transaction in February 2023 due to, among other reasons, uncertainties associated with financing plans and financing sources to effect a Potential Transaction and associated uncertainty of value. No proposal was made to the Board by any party, and, other than the non-disclosure agreements between Keppel and each of the Bain Party and the Company, there was no agreement, arrangement or understanding between any of Keppel, the Bain Party or the Company in connection with a Potential Transaction.

Preliminary Discussions with Party B

From June 2022 to November 2022, representatives of the Bain Party and Party B engaged in preliminary confidential discussions from time to time with respect to a Potential Transaction that could involve forming a consortium between Party B and the Bain Shareholders to acquire control of the Company with Party B leading the transaction and the Bain Shareholders selling a portion of their controlling stake in such transaction while also continuing as significant shareholders of the Company.

During their preliminary discussions in early August 2022, Party B indicated for discussion purposes a price to be paid to shareholders of the Company of US$12.00 per ADS (equivalent to US$6.00 per Share), representing a 64% premium to 30-day VWAP of US$7.31 per ADS as of August 1, 2022 and an 84% premium to the last trading price of US$6.56 per ADS as of August 1, 2022.

In November 2022, Party B and CMC had discussions in connection with a Potential Transaction with the consent from the Company and the Bain Party. In November 2022, a representative of Party B verbally indicated to a representative of Morgan Stanley that for discussion purposes, the price to shareholders of the Company that Party B would consider in a Potential Transaction was likely to be below US$10.00 per ADS (equivalent to US$5.00 per Share).

In December 2022, the Bain Party informed Party B in writing to terminate the discussions with respect to a Potential Transaction, due to, among other reasons, lack of viable financing plans and financing sources to effect a Potential Transaction and associated uncertainty of value. No proposal was made to the Board by any party, and, other than the non-disclosure agreements between Party B and each of the Bain Party and the Company, there was no agreement, arrangement or understanding between any of Party B, the Bain Party or the Company in connection with a Potential Transaction.

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Preliminary Discussions with CMC and Party C

From August 2022 to November 2022, representatives of the Bain Party and CMC engaged in preliminary confidential discussions from time to time with respect to a Potential Transaction that could involve forming a consortium between CMC and the Bain Shareholders to acquire the Company with CMC leading the transaction and the Bain Shareholders selling a portion of their controlling stake in such transaction while also continuing as significant shareholders of the Company.

During their preliminary discussions in middle August 2022, CMC indicated for discussion purposes a price to be paid to shareholders of the Company of US$13.50 per ADS (equivalent to US$6.75 per Share), representing approximately 80% premium to the last trading price of US$7.51 per ADS as of August 15, 2022.

In September 2022 and November 2022, CMC requested consent from the Company and the Bain Party to engage in discussions with Party C and Party B regarding financing support for a Potential Transaction involving acquisition of control of the Company, respectively, and each of the Company and the Bain Party granted such consent under the applicable non-disclosure agreements. Representatives of the Bain Party and Party C briefly discussed the possibility of Party C’s participation in a Potential Transaction with CMC. Shortly thereafter in October 2022, Party C informed the Bain Party they were not interested in participating in a Potential Transaction with CMC. For more information regarding the relevant preliminary discussions with Party B, please see the section entitled “Preliminary Discussions with Party B”. CMC did not separately provide the Bain Party with any update regarding their discussions with Party C or Party B in connection with a Potential Transaction (including any viable financing plan).

In December 2022, the Bain Party informed CMC in writing to terminate the preliminary discussions with respect to a Potential Transaction, due to, among other reasons, lack of viable financing plans and financing sources to effect a Potential Transaction and associated uncertainty of value. Around the same time when the Bain Party informed CMC of the termination of the preliminary discussions, the Bain Party also informed Party C of the same in writing. The Bain Party did not engage in any detailed discussions or any negotiations in connection with a Proposed Transaction with CMC or Party C. No proposal was made to the Board by any party, and, other than the non-disclosure agreements between each of CMC and Party C and each of the Bain Party and the Company, respectively, there was no agreement, arrangement or understanding (i) among any of CMC, the Bain Party or the Company, or (ii) among any of Party C, the Bain Party or the Company, in connection with a Potential Transaction.

In early February 2023, CMC made a verbal proposal to the Bain Party to acquire the Company’s operations in the PRC only. The Bain Party did not engage in any detailed discussions or any negotiations with CMC regarding such alternative transaction for the same reasons as when the Bain Party terminated their preliminary discussions with CMC in December 2022.

Take-Private Transaction

In early June 2023, representatives of the Bain Shareholders contacted certain independent directors, senior management members and certain existing shareholders of the Company to inform them that the Bain Shareholders were considering submitting a non-binding proposal for a take-private acquisition of the Company.

On June 6, 2023, the Bain Shareholders submitted a preliminary non-binding proposal letter (the “Bain Original Proposal”) to the Board, proposing to acquire all of the outstanding Shares, including Class A Shares represented by ADS not already owned by the Bain Shareholders, for US$8.00 in cash per ADS or US$4.00 in cash per Share, subject to a number of terms and conditions (the “Proposed Transaction”). The offer price represented a 38% premium to 30-day VWAP per ADS of the Company as of June 5, 2023 and 33% premium to the closing price of the Company’s ADSs as of June 5, 2023. The Bain Original Proposal also stated that the Bain Shareholders intended to finance the Proposed Transaction with a combination of equity and debt capital and that they did not intend to sell their stake in the Company to any third party.

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On June 7, 2023, the Company issued a press release announcing receipt of the Bain Original Proposal, and furnished the press release as an exhibit to a current report on form 6-K furnished to the SEC.

Later on the same day, the Board convened a meeting by video conference to discuss the Bain Original Proposal. During the meeting, the attending directors discussed the various qualifications of the directors of the Company to serve on a special committee of the Board to evaluate the Bain Original Proposal. After the discussion, the Board determined that it was in the best interests of the Company and its shareholders to establish a special committee of independent directors (the “Special Committee”) to consider the Bain Original Proposal and thus established the Special Committee, consisting of independent directors Mr. Thomas J. Manning, Mr. Gang Yu and Mr. Weili Hong, with Mr. Thomas J. Manning serving as the chairman of the Special Committee.

On June 8, 2023, the Company issued a press release announcing the formation of the Special Committee, and furnished the press release as an exhibit to a current report on form 6-K furnished to the SEC.

Following its formation, the Special Committee considered proposals from and conducted interviews with multiple law firms and investment banks that had expressed interest in being considered for the roles of U.S. legal counsel and financial advisor to the Special Committee, respectively. After deliberation on relevant factors, including experience in similar transactions, qualifications, reputation and independence, of each potential legal counsel and financial advisor, the Special Committee decided to retain Gibson, Dunn & Crutcher (“Gibson Dunn”) as its independent U.S. legal counsel, and Citigroup Global Markets Asia Limited (“Citigroup”) as its independent financial advisor, to assist the Special Committee in evaluating and negotiating the Proposed Transaction or any alternative transaction.

On June 14, 2023, Kirkland & Ellis (“Kirkland”), U.S. legal counsel to the Bain Party, sent to Gibson Dunn an initial draft non-disclosure agreement between the Company and the Bain Shareholders.

On June 15, 2023, the Special Committee convened a meeting by video conference with Mr. Nick Dongning Wang, Chief Financial Officer of the Company, and representatives of Gibson Dunn and Citigroup. At the request of the Special Committee, Citigroup first presented to the members of the Special Committee an overview of customary practices and processes in going private transactions, key milestones, an estimated timetable, and Citigroup’s indicative work plan. The Special Committee asked various questions regarding these topics, to which Citigroup responded. Gibson Dunn then made a presentation to the members of the Special Committee concerning their fiduciary duties to the Company and its shareholders. Members of the Special Committee confirmed that none of them has any conflict with respect to the proposed going private transaction. At the meeting, after deliberation of the relevant factors, including experience in similar transactions, qualifications and reputation, the Special Committee also decided to retain Maples and Calder (Hong Kong) LLP (“Maples”) as its Cayman Islands legal counsel and Haiwen & Partners (“Haiwen”) as its PRC legal counsel, subject to conflicts of interests clearance of both law firms.

During the June 15 meeting, members of the Special Committee, Gibson Dunn and Citigroup also discussed the immediate next steps, including (i) negotiating the non-disclosure agreement on behalf of the Company with the Bain Shareholders; (ii) requesting the Board to adopt charter documents of the Special Committee; (iii) having the Company prepare a financial model; and (iv) scheduling weekly Special Committee meeting and deciding on other logistical matters. Members of Special Committee asked various questions to which Gibson Dunn and Citigroup answered.

At the end of June 2023, the Board, by unanimous written resolution, (a) adopted the charter of the Special Committee, granting the Special Committee the power and authority to, among other things, (i) negotiate the Proposed Transaction or any alternative transaction and exercise its authority to agree to proposed terms on behalf of the Company, (ii) retain any legal counsel, financial advisor, and other consultants and agents as the Special Committee deems appropriate to assist it in discharging its responsibilities, (iii) access all books, records,

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and other information and documents of or in the possession of the Company or available to the Company as the Special Committee in its sole discretion deems necessary or desirable to assist it in its evaluation of the Proposed Transaction or any alternative transaction, (iv) explore, investigate, and consider any alternative transaction and matters related thereto as the Special Committee deems appropriate, (v) reject the Proposed Transaction or any alternative transaction if the Special Committee determines such transaction is not fair to and in the best interests of the Company’s shareholders in general or the shareholders other than the Bain Shareholders in particular, or if the Special Committee determines the other alternatives, including not entering into any similar transaction, are more advisable, and (vi) exercise any other power that the Special Committee may determine is necessary, proper or advisable to permit the Special Committee to effectively assist the Board in determining whether the Proposed Transaction or any alternative transaction is fair to and in the best interests of the Company’s shareholders in general or the shareholders other than the Bain Shareholders, and (b) ratified the actions taken by the Special Committee prior to the adoption of the charter of the Special Committee.

Later on June 15, 2023, Gibson Dunn sent to Kirkland the Special Committee’s comments on the non-disclosure agreement.

Between June 15 and June 18, 2023, Gibson Dunn and Kirkland negotiated and finalized the non-disclosure agreement.

On June 20, 2023, the Special Committee convened a meeting by video conference with Mr. Nick Dongning Wang and representatives of Gibson Dunn and Citigroup. At the request of the Special Committee, Citigroup updated the Special Committee and Gibson Dunn on the progress of its financial due diligence on the Company in connection with the Bain Original Proposal. The Special Committee asked various questions, to which Citigroup responded. Members of the Special Committee and Gibson Dunn then discussed the estimated timetable for the Proposed Transaction and the status of various transaction documents in relation to the Proposed Transaction. Gibson Dunn then presented to the Special Committee the preliminary results of its market study on the use of pre-signing market check in going private transactions involving Cayman/BVI-domiciled U.S.-listed Chinese companies, which Gibson Dunn had conducted at the direction of the Special Committee. Members of Special Committee and Citigroup asked various questions, to which Gibson Dunn answered. The Special Committee directed Gibson Dunn to continue reviewing precedent transactions and to report any relevant findings at a future meeting.

Later on the same day, the Company issued a press release announcing the Special Committee’s retention of Gibson Dunn as its U.S. legal counsel and Citigroup as its independent financial advisor, and furnished the press release as an exhibit to its current report on Form 6-K furnished to the SEC.

On June 21, 2023, Kirkland sent an initial draft of the Merger Agreement to Gibson Dunn. Material terms in the initial draft of the Merger Agreement included, among others: (i) the representations and warranties of the Company, on the one hand, and of Parent and Merger Sub, on the other hand, (ii) the composition of the financing package proposed by the Parent Parties, (iii) the interim covenants of the Company, (iv) the “no-shop” covenants, (v) the circumstances under which the Board would be permitted to change its recommendation to the shareholders of the Company to vote in favor of the Merger, (vi) the closing conditions, including a condition to the obligations of Parent and Merger Sub to effect the Merger that shareholders of the Company holding less than 5% of the total outstanding Shares shall have validly served a notice of objection under section 238(2) of the CICA (the “Dissenting Shareholder Closing Condition”), and (vii) an amount of Parent Termination Fee equal to 1.50% of the equity value of the Company implied in the Proposed Transaction and an amount of Company Termination Fee equal to 0.75% of the equity value of the Company implied in the Proposed Transaction, as well as the trigger events for the payment of the Parent Termination Fee and the Company Termination Fee.

On June 22, 2023, Fangda Partners (“Fangda”), legal counsel to CMC, contacted Gibson Dunn and indicated that Fangda was acting as legal counsel to CMC in connection with a preliminary non-binding proposal (the “CMC Proposal”) to acquire all of the outstanding Shares at US$9.20 per ADS or US$4.60 per Share. On

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June 23, 2023, Fangda forwarded a copy of the CMC Proposal, dated June 9, 2023, to Gibson Dunn and indicated that the CMC Proposal had been sent to members of the Special Committee on June 10, 2023 via email. However, members of the Special Committee only became aware of the CMC Proposal when its existence was brought to their attention by Gibson Dunn on June 23, 2023. The CMC Proposal also stated that CMC intended to finance the transaction contemplated in the CMC Proposal through a combination of equity and debt financing.

From June 24, 2023 to June 26, 2023, members of the Special Committee, Gibson Dunn and Citigroup discussed various aspects of the CMC Proposal. On June 24, 2023, Fangda requested a call with the Special Committee to discuss the CMC Proposal. On June 27, 2023, Citigroup sent Fangda a list of questions with respect to the CMC Proposal that the Special Committee requested to be answered by CMC on the call, including, among other things, details and status of its financing plans and the anticipated regulatory approvals in connection with the CMC Proposal.

On June 28, 2023, Gibson Dunn provided to the Special Committee an issues list identifying the key issues in the initial draft of the Merger Agreement sent by Kirkland on June 21, 2023.

Later on the same day, the Special Committee convened a meeting by video conference with Mr. Nick Dongning Wang and representatives of Gibson Dunn, Citigroup and Maples. Gibson Dunn updated the Special Committee on the CMC Proposal and explained the fiduciary duties of the Special Committee in connection with their evaluation of the CMC Proposal and Bain Original Proposal. Maples also explained their views on the CMC Proposal and the Bain Original Proposal from a Cayman law perspective, including that given the Bain Shareholders’ voting power in the Company, the CMC Proposal is not capable of being consummated if the Bain Shareholders vote against such proposal. The Special Committee asked various questions, to which Gibson Dunn and Maples answered. The Special Committee, Citigroup and Gibson Dunn then discussed various aspects of the CMC Proposal, and it was determined that the Special Committee would reach out to the Bain Shareholders to inquire whether they would be willing to sell their stake in the Company on the terms of the CMC Proposal. Gibson Dunn then presented additional results from its research regarding the use of pre-signing market check in going private transactions involving Cayman/BVI-domiciled U.S.-listed Chinese companies. Citigroup then updated the Special Committee and Gibson Dunn on the progress of its financial due diligence on the Company. Mr. Nick Dongning Wang also updated the Special Committee on the progress of building a financial model for the Company. Members of the Special Committee asked various questions, to which Citigroup answered. Gibson Dunn and Mr. Nick Dongning Wang then reported to the Special Committee that Maples and Haiwen have been retained as the Cayman Islands legal counsel and the PRC legal counsel of the Special Committee respectively, and both of them have confirmed in writing that there is no conflict of interests in representing the Special Committee. Gibson Dunn then walked the Special Committee through the key issues identified based on its review of the initial draft of Merger Agreement in connection with the Proposed Transaction sent by Kirkland to Gibson Dunn on June 21, 2023. Members of the Special Committee asked various questions regarding these issues, to which Gibson Dunn and Citigroup responded. Based on these discussions, the Special Committee instructed Gibson Dunn to prepare a markup of the initial draft of the Merger Agreement.

Later on the same day, the Special Committee held a meeting by video conference with Fangda, CMC, Gibson Dunn and Citigroup to understand the details of CMC Proposal. During the meeting, Fangda and CMC provided responses to the list of questions with respect to the CMC Proposal previously circulated by Citigroup and follow-up questions raised by Citigroup and Gibson Dunn at the meeting. At the end of the meeting, the Special Committee confirmed that it would continue evaluating the CMC Proposal, the Bain Original Proposal and other strategic alternatives available to the Company, and requested CMC to provide, among other things, details of its financing commitments and supporting documents. Following the meeting, Fangda provided written responses to some of these requests, including a highly confident letter issued by a Chinese bank expressing its high interest and confidence in arranging debt financing in connection with the CMC Proposal, which expressly stated, among other conditions, that (i) the bank’s confidence in its ability to arrange such debt financing is subject to, among other things, its completion of due diligence on CMC and the Company to the bank’s satisfaction, (ii) the letter does not constitute a commitment by the bank to provide debt financing, and (iii) any

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such commitment would be subject to, among other things, the bank’s receipt of internal credit and other internal approvals.

In June 2023, the Bain Party contacted certain existing shareholders of the Company, including Boloria Investments, Zeta and Mr. Liu, in their capacity as shareholders of the Company, to offer them the opportunity to rollover all or a portion of their equity interest in the Company in connection with the Proposed Transaction. During mid-to-late June, Keppel also contacted the Bain Party and discussed potential equity investment by Keppel in connection with the Proposed Transaction.

On June 28, 2023, the Bain Shareholders entered into a non-disclosure agreement with SK.

On July 4, 2023, the Special Committee convened a meeting by video conference with Mr. Nick Dongning Wang and representatives of Gibson Dunn and Citigroup. Gibson Dunn updated the Special Committee on its proposed revisions to the draft of the Merger Agreement. Members of the Special Committee asked various questions regarding Gibson Dunn’s proposed revisions to the Merger Agreement, to which Gibson Dunn and Citigroup responded. After extensive discussion among members of the Special Committee, Gibson Dunn and Citigroup, the Special Committee provided guidance to Gibson Dunn on various issues in relation thereto. The Special Committee, Gibson Dunn and Citigroup also discussed whether the Special Committee would conduct a market check in connection with the Bain Original Proposal. Members of the Special Committee asked various questions, to which Gibson Dunn and Citigroup responded. Having considered data regarding the use of market checks in similar transactions and other relevant factors, including the ownership stake and voting power of the Bain Shareholders and their express intent not to sell, the Special Committee determined that a market check was not warranted and accordingly would not be conducted at the present time. The Special Committee and Gibson Dunn then provided an update on their discussions with the Bain Shareholders regarding the CMC Proposal. Both the Special Committee and Gibson Dunn noted that the Bain Shareholders and their counsel had expressly stated that the Bain Shareholders would not be interested in selling their stake in the Company on the terms proposed in the CMC Proposal. The Special Committee, Citigroup and Gibson Dunn then discussed various aspects of the CMC Proposal. Based on these discussions, the Special Committee instructed Gibson Dunn and Citigroup to look into and provide feedback on certain aspects of the CMC Proposal for further consideration by the Special Committee, including potential PRC regulatory approvals that would be required to consummate the CMC Proposal.

On the same day, Gibson Dunn provided a revised draft of the Merger Agreement to Kirkland. Pursuant to instructions from the Special Committee, the revised draft of the Merger Agreement reflected, among other things, (i) deletion of certain representations and warranties of the Company, as well as additional materiality and knowledge qualifiers for the representations and warranties of the Company, (ii) additional representations and warranties of Parent and Merger Sub, (iii) a narrower scope of the interim covenants of the Company to avoid undue restrictions on the normal business operation of the Company, (iv) removal of the Dissenting Shareholder Closing Condition, (v) amounts of Parent Termination Fee and Company Termination Fee equal to 3.00% and 1.50%, respectively, of the equity value of the Company implied in the Proposed Transaction, and (vi) a request to include a closing condition that the Merger shall have received the approval by holders of a majority of the outstanding Shares not beneficially owned by any Parent Party (the “Majority of Minority Vote Closing Condition”).

From July 4, 2023 to July 10, 2023, Gibson Dunn and Citigroup discussed with Haiwen potential PRC regulatory approvals that would be required to consummate the CMC Proposal and the Bain Original Proposal and associated regulatory risks.

On July 5, 2023, Fangda circulated to Citigroup and Gibson Dunn (i) a highly confident letter issued by another financial institution to CMC expressing its interest and confidence in arranging debt financing in connection with the CMC Proposal, subject to similar conditions and limitations set forth in the highly confident

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letter previously circulated on June 28, 2023, and (ii) a non-binding letter from CMC to the Special Committee in support of the CMC Proposal, proposing to provide equity financing to finance a portion of the purchase price contemplated by the CMC Proposal, subject to, among other things, the completion of due diligence, execution of definitive merger agreement and final approvals.

Also on July 5, 2023, the Bain Shareholders entered into a non-disclosure agreement with Keppel.

On July 8, 2023, representatives of the Bain Party sent an initial draft of the Support Agreement to SK.

On July 10, 2023, Kirkland sent to Gibson Dunn initial drafts of the forms of the Equity Commitment Letters and the Limited Guaranties, and the executed binding Debt Commitment Letter from 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).

On July 11, 2023, the Special Committee convened a meeting by video conference with Mr. Nick Dongning Wang and representatives of Gibson Dunn, Citigroup and Maples. Representatives from Maples discussed certain Cayman law considerations in connection with going private transactions involving Cayman Islands incorporated public companies, including factors that the Special Committee may take into account when evaluating acquisition proposals, disclosure obligations in a potential appraisal litigation following such going private transactions, and related suggestions for record keeping. Members of the Special Committee asked various other questions, to which representative from Maples answered. Mr. Nick Dongning Wang gave the Special Committee a presentation of Company financial projections for the years 2023-2027 and explained the key assumptions of the projections. Citigroup then updated the Special Committee on the valuation work Citigroup had been performing and explained the valuation methodologies Citigroup planned to use when evaluating a potential transaction. Members of the Special Committee and Gibson Dunn asked various questions, to which Mr. Nick Dongning Wang and Citigroup answered. Mr. Nick Dongning Wang then dropped off the call upon the Special Committee’s request. Gibson Dunn then provided an overview of PRC regulatory analysis conducted by Haiwen with respect to the CMC Proposal and Bain Original Proposal. The Special Committee, Gibson Dunn and Citigroup then discussed the regulatory approvals required to consummate each of the CMC Proposal and the Bain Original Proposal and processes associated with obtaining such approvals, as well as the current status of the financing commitments of both proposals.

On July 12, 2023, the Company received a letter from the Bain Shareholders stating that the Bain Shareholders did not intend to sell any shares beneficially owned by them in the Company to any third party nor pursue any alternative transaction (the “Bain Letter”). On the same day, Fangda sent an email to Citigroup and Gibson Dunn requesting that the Company provide CMC and its advisors with access to due diligence materials and commence negotiation of the terms and conditions of the transaction contemplated by the CMC Proposal.

On July 13, 2023, the Company issued a press release announcing receipt of the CMC Proposal and the Bain Letter, and furnished the press release as an exhibit to a current report on form 6-K furnished to the SEC.

On the same day, Gibson Dunn and Kirkland held a telephonic meeting to discuss the Debt Commitment Letter, and Kirkland sent to Gibson Dunn a revised draft of the Merger agreement. The revised draft of the Merger Agreement reflected, among other things, (i) further revised scopes of the representations, warranties and interim covenants of the Company, Parent and Merger Sub, (ii) re-insertion of the Dissenting Shareholder Closing Condition with the 5% threshold, (iii) amounts of Parent Termination Fee and Company Termination Fee equal to 1.50% and 0.75%, respectively, of the equity value of the Company implied in the Proposed Transaction, and (iv) rejection of including the Majority of Minority Vote Closing Condition.

Also on July 13, 2023, Kirkland sent an initial draft of the Support Agreement to Keppel.

On July 17, 2023, the Bain Shareholders entered into a non-disclosure agreement with Boloria Investments.

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On July 18, 2023, the Special Committee convened a meeting by video conference with Mr. Nick Dongning Wang and representatives of Gibson Dunn and Citigroup. Mr. Nick Dongning Wang provided an update on the progress of financial projections being prepared by the Company’s management in connection with the Special Committee’s evaluation of the Bain Original Proposal. Mr. Nick Dongning Wang then dropped off the call upon the Special Committee’s request. Gibson Dunn provided the Special Committee an update on their review of the drafts of the Merger Agreement, the Equity Commitment Letter and the Limited Guaranty in connection with the Bain Original Proposal. Gibson Dunn also provided an overview of the key terms of executed Debt Commitment Letter received from Kirkland, a written summary of which was prepared by Gibson Dunn and circulated to members of the Special Committee prior to the meeting. Gibson Dunn then walked the Special Committee through certain key issues it had identified based on its review of the markup of the Merger Agreement received from Kirkland, a written summary of which was also circulated to members of the Special Committee prior to the meeting. Members of the Special Committee asked various questions regarding these transaction documents, to which Gibson Dunn responded. The Special Committee, Gibson Dunn and Citigroup then discussed new developments regarding the CMC Proposal, including Fangda’s request that the Company provide CMC and its advisors with access to due diligence materials and commence negotiation of the terms and conditions of the transaction contemplated by the CMC Proposal. Members of the Special Committee asked various questions, to which Gibson Dunn responded. Following these discussions, the Special Committee determined not to grant due diligence access to CMC or further engage with CMC because of (i) the lack of viability of the CMC Proposal due to the Bain Shareholders’ intention not to sell their stake to any third party (as expressly stated in the Bain Original Proposal and reaffirmed in the Bain Letter) and the Bain Shareholders’ voting power in the Company sufficient to block the CMC Proposal; (ii) the lack of firm and legally binding financing commitments for the CMC Proposal, and (iii) the likelihood that additional regulatory approvals would be required to consummate the CMC Proposal, which created further uncertainty regarding the viability of the CMC Proposal. Citigroup then updated the Special Committee and Gibson Dunn on the progress of its valuation analysis on the Company. Members of the Special Committee asked various questions, to which Citigroup answered. The Special Committee, Citigroup and Gibson Dunn then discussed potential strategies for pricing negotiations with the Bain Shareholders.

On July 19, 2023, Gibson Dunn sent Kirkland revised drafts of the forms of the Equity Commitment Letter and the Limited Guaranty. On the same day, Gibson Dunn and Kirkland held a telephonic meeting to discuss certain outstanding points in the draft Merger Agreement.

On July 19, 2023, Kirkland sent an initial draft of the Support Agreement to Boloria Investments.

On July 20, 2023, the Bain Shareholders entered into a non-disclosure agreement with Mr. Liu.

On July 23, 2023, Gibson Dunn and Kirkland held a telephonic meeting to discuss certain outstanding points in the drafts of the forms of the Equity Commitment Letter and the Limited Guaranty.

On July 25, 2023, the Special Committee convened a meeting by video conference with Mr. Nick Dongning Wang and representatives of Gibson Dunn and Citigroup. Mr. Nick Dongning Wang provided the Special Committee with an updated presentation on the Company’s projected financial performance through 2028, which was prepared by the Company’s management in connection with the Special Committee’s evaluation of the Bain Original Proposal. Mr. Nick Dongning Wang’s presentation included an explanation of the key assumptions of the updated projections. Members of the Special Committee asked various questions, to which Mr. Nick Dongning Wang answered. Mr. Nick Dongning Wang then dropped off the call upon the Special Committee’s request. Gibson Dunn then walked the Special Committee through certain key issues it identified during its review of the revised draft of the Merger Agreement in connection with the Proposed Transaction. The participants discussed a number of outstanding issues in respect of the Merger Agreement, including the closing conditions and the amounts of Company Termination Fee and Parent Termination Fee. Gibson Dunn also provided the Special Committee an update on the status of the Equity Commitment Letter, the Limited Guaranty

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and the Support Agreement (the “Ancillary Documents”). Members of the Special Committee asked various questions regarding the Ancillary Documents, to which Gibson Dunn responded. After extensive discussion among the members of the Special Committee and Gibson Dunn on the key issues of the Merger Agreement, the Special Committee provided guidance to Gibson Dunn on the Special Committee’s position on such key issues to be reflected in the revised draft of the Merger Agreement.

Later on the same day, Gibson Dunn provided Kirkland with a revised draft of the Merger Agreement. Pursuant to instructions from the Special Committee, the revised draft of the Merger Agreement reflected, among other things, (i) removal of the Dissenting Shareholder Closing Condition, (ii) amounts of Parent Termination Fee and Company Termination Fee equal to 3.00% and 1.50%, respectively, of the equity value of the Company implied in the Proposed Transaction, and (iii) a re-iteration of the request to include the Majority of Minority Vote Closing Condition.

Also on the same day, Mr. Thomas J. Manning received a letter, via email, from a shareholder of the Company (“Shareholder A”), in which Shareholder A claimed that both Bain Original Proposal and CMC Proposal significantly undervalued the Company. Between July 26, 2023 and July 28, 2023, the Special Committee, Gibson Dunn and Citigroup discussed how to respond to this letter. On July 29, 2023, Mr. Thomas J. Manning responded to Shareholder A, on behalf of the Special Committee, acknowledging receipt of the letter.

On July 26, 2023, Kirkland sent to Gibson revised drafts of the forms of the Equity Commitment Letter and the Limited Guaranty.

On July 27, 2023, Gibson Dunn and Kirkland held a telephonic meeting to discuss certain outstanding points in the draft Merger Agreement.

On July 28, 2023, Kirkland provided Gibson Dunn with a revised draft of the Merger Agreement, which reflected, among other things, (i) re-insertion of the Dissenting Shareholder Closing Condition with a threshold of 8% instead of 5% as originally proposed, (ii) amounts of Parent Termination Fee and Company Termination Fee equal to 2.00% and 1.00%, respectively, of the equity value of the Company implied in the Proposed Transaction, and (iii) reiteration of the Bain Shareholders’ position that the Majority of Minority Vote Closing Condition should not be included.

On July 29, 2023, Kirkland sent to Gibson Dunn a draft of the form of the Support Agreement.

On the same day, Gibson Dunn sent to Kirkland the revised drafts of the forms of the Equity Commitment Letter and the Limited Guaranty.

On July 31, 2023, Citigroup held a telephonic meeting with Morgan Stanley. During the meeting, Citigroup conveyed the Special Committee’s request for an increase of the purchase price and provided the Special Committee’s rationale for such request.

On the same day, Gibson Dunn and Kirkland held a telephonic meeting to discuss certain outstanding debt financing related points in the draft Merger Agreement.

On August 1, 2023, the Special Committee convened a meeting by video conference with Mr. Nick Dongning Wang and representatives of Gibson Dunn and Citigroup. Mr. Nick Dongning Wang updated the Special Committee on the company financial projections through 2028. Members of the Special Committee asked various questions, to which Mr. Nick Dongning Wang answered. Mr. Nick Dongning Wang then dropped off the call upon the Special Committee’s request. Citigroup provided the Special Committee an update on the progress of price negotiation with the Bain Shareholders. Gibson Dunn provided the Special Committee an update on the status of the Merger Agreement and the Ancillary Documents, as well as the key issues with respect to the last draft Merger Agreement received from Kirkland as noted above. Members of the Special Committee asked various questions with respect to these key issues and price negotiation, to which Citigroup and

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Gibson Dunn responded. Following the discussion, members of Special Committee instructed Citigroup to request a written revised proposal with increased price from the Bain Shareholders.

On the same day, Kirkland sent Gibson Dunn revised drafts of the forms of the Equity Commitment Letter and the Limited Guaranty.

Also on August 1, 2023, Citigroup contacted the Bain Shareholders and requested that the Bain Shareholders deliver a written revised proposal with increased price to the Special Committee.

On August 2, 2023, the Special Committee received an updated preliminary non-binding proposal letter (the “Bain Updated Proposal”) from the Bain Shareholders, increasing its offer price for the Proposed Transaction from US$8.00 per ADS (or US$4.00 per Share) to US$8.60 per ADS (or US$4.30 per Share). The Bain Shareholders stated that the Bain Updated Proposal is their best and final offer to the Special Committee and is subject to agreement on the remaining outstanding issues in the definitive agreements.

On the same day, Gibson Dunn sent Kirkland comments to the draft of the form of the Support Agreement.

On August 3, 2023, the Special Committee convened a meeting by video conference with representatives of Gibson Dunn and Citigroup. Members of the Special Committee, Citigroup and Gibson Dunn first discussed the terms of Bain Updated Proposal, including Citigroup’s preliminary view of the increased offer price from a financial perspective. The participants then discussed extensively certain key outstanding terms in the Merger Agreement. Based on these discussions, the Special Committee instructed Gibson Dunn to prepare a response to the Bain Updated Proposal and these key terms, subject to Citigroup’s further valuation analysis of the Bain Updated Proposal. Citigroup then updated the Special Committee on the valuation work Citigroup had been performing and explained the valuation methodologies used. Members of the Special Committee asked various questions, to which Citigroup answered.

On the same day, Kirkland sent Gibson Dunn an updated draft of the form of the Support Agreement and sent Mr. Liu an initial draft of the Support Agreement.

On August 4, 2023, Gibson Dunn sent a revised draft of the Merger Agreement to Kirkland, reflecting the Special Committee’s position on the key outstanding terms, including, among others: (i) agreeing to the increased offer price in the Bain Updated Proposal, (ii) agreeing not to include the Majority of Minority Vote Closing Condition, (iii) increasing the percentage threshold included in the Dissenting Shareholder Closing Condition to 15%; and (iv) increasing the amounts of Parent Termination Fee and Company Termination Fee to 2.50% and 1.25%, respectively, of the equity value of the Company implied in the Proposed Transaction.

On August 5, 2023, Kirkland sent a revised draft of the Merger Agreement to Gibson Dunn reflecting the Bain Shareholders’ position on the remaining key outstanding terms, including, among others: (i) agreeing to the amounts of Parent Termination Fee and Company Termination Fee as previously proposed by the Special Committee, and (ii) reducing the percentage threshold included in the Dissenting Shareholder Closing Condition to 10%.

On August 8, 2023, the Special Committee convened a meeting by video conference with Mr. Nick Dongning Wang and representatives of Gibson Dunn and Citigroup. Members of the Special Committee, Mr. Nick Dongning Wang, Citigroup and Gibson Dunn first discussed the status of the Company’s input to certain representations, warranties and covenants to be made by the Company in the Merger Agreement. Members of the Special Committee asked various questions, to which Mr. Nick Dongning Wang, Citigroup and Gibson Dunn answered. Mr. Nick Dongning Wang then dropped off the call upon the Special Committee’s request. Gibson Dunn provided the Special Committee an update of certain key outstanding terms in the Merger Agreement. Members of the Special Committee asked various questions, to which Gibson Dunn responded. Based on these discussions, the Special Committee instructed Gibson Dunn to continue negotiating with Kirkland and resolve the key outstanding items.

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From August 8, 2023 to August 10, 2023, Kirkland and Gibson Dunn continued to negotiate and exchange drafts of the Merger Agreement and the Ancillary Documents, and substantially finalized these drafts. Among other things, the Special Committee and the Parent Parties agreed that the percentage threshold included in the Dissenting Shareholder Closing Condition would be 12%.

By August 10, 2023, Kirkland also substantially finalized the terms of the Support Agreements with Keppel, Boloria Investments, Zeta, Mr. Liu and the other Investors.

On August 11, 2023, the Special Committee convened a meeting by video conference with representatives of Gibson Dunn and Citigroup. At the request of the Special Committee, Citigroup made a presentation on its valuation analysis of the Company, where it reviewed and discussed its financial analyses based on the improved purchase price of US$8.60 per ADS (or US$4.30 per Share). Thereafter, at the request of the Special Committee, Citigroup rendered its oral opinion to the Special Committee, which was subsequently confirmed in writing by the delivery of Citigroup’s written opinion, dated August 11, 2023, to the Special Committee, that, as of such date and based upon and subject to the factors, assumptions and limitations set forth in its opinion, the Per Share Merger Consideration was fair, from a financial point of view, to the holders of Shares (other than Excluded Shares, Dissenting Shares, and Shares represented by ADSs) and the Per ADS Merger Consideration was fair, from a financial point of view, to the holders of ADSs (other than ADSs representing Excluded Shares). Please see “Special Factors—Opinion of the Special Committee’s Financial Advisor” for additional information regarding the financial analysis performed by Citigroup and the opinion rendered by Citigroup to the Special Committee. The full text of the written opinion of Citigroup to the Special Committee, dated August 11, 2023, is attached as Annex C to this Proxy Statement. Thereafter, Gibson Dunn reviewed with the members of the Special Committee the key terms of the Merger Agreement and the Ancillary Documents. Following a discussion of the key terms of the Merger Agreement and the Ancillary Documents, as well as Citigroup’s presentation of its financial analyses and opinion, the Special Committee unanimously resolved to approve the proposed Merger Agreement, the Plan of Merger and the Limited Guaranties, each substantially in the form of the drafts presented to the Special Committee, and the Transactions, including the Merger, and recommend that the Board authorize and approve the Merger Agreement, the Plan of Merger, the Limited Guaranties and the consummation of the Transactions.

Following the meeting of the Special Committee, the Board convened, and based upon the unanimous recommendation of the Special Committee, and taking into account the other factors described below under the heading titled “Special Factors—Reasons for the Merger and Position of the Special Committee and the Board,” the Board (other than Mr. Michael Frederick Foust, Mr. Jonathan Jia Zhu, Mr. Zhongjue Chen and Mr. Barnaby Thomas Patrick Lyons who abstained from voting) (i) determined and declared that the Merger, on the terms and subject to the conditions set forth in the Merger Agreement, is fair to, and in the best interests of, the Company and its shareholders, and (ii) adopted resolutions approving the terms of the Merger Agreement, the Plan of Merger and Limited Guaranties and the Transactions.

Later on the same day, the Company, Parent and Merger Sub executed and delivered the Merger Agreement, and the applicable parties executed and delivered each Ancillary Document.

Later on the same day, the Company issued a press release announcing the execution of the Merger Agreement, and furnished the press release as an exhibit to its current report on Form 6-K furnished to the SEC.

Reasons for the Merger and Recommendation of the Special Committee and the Board

At a meeting on August 11, 2023, the Special Committee, after consultation with its independent financial advisor and legal counsel and due consideration, unanimously (a) determined that the Merger as contemplated in the Merger Agreement and the Plan of Merger is fair to and in the best interests of the Company and the Unaffiliated Security Holders, and it is advisable for the Company to enter into the Merger Agreement, the Plan of Merger and to consummate the Transactions, and (b) recommended that the Board authorize and approve the Merger Agreement, the Plan of Merger and the consummation of the Transactions.

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At a meeting on August 11, 2023, after careful consideration and upon the unanimous recommendation of the Special Committee, the Board (other than Mr. Michael Frederick Foust, Mr. Jonathan Jia Zhu, Mr. Zhongjue Chen and Mr. Barnaby Thomas Patrick Lyons who abstained from the vote), (a) determined that the Merger as contemplated in the Merger Agreement and the Plan of Merger is fair to and in the best interests of the Company and the Unaffiliated Security Holders, and it is advisable for the Company to enter into the Merger Agreement and the Plan of Merger and to consummate the Transactions, (b) authorized and approved the execution, delivery and performance of the Merger Agreement, the Plan of Merger and the consummation of the Transactions, and (c) resolved to recommend the approval and authorization of the Merger Agreement, the Plan of Merger and the consummation of the Transactions to the shareholders of the Company, and directed that the Merger Agreement, the Plan of Merger and the consummation of the Transactions be submitted to a vote of the shareholders of the Company for authorization and approval.

In the course of reaching their respective determinations, the Special Committee and the Board considered the following factors and potential benefits of the Merger, each of which the Special Committee and the Board believe supported their determination that the Merger as contemplated in the Merger Agreement and the Plan of Merger is fair to and in the best interests of the Company and the Unaffiliated Security Holders and their recommendation that the Merger Agreement the Plan of Merger and the consummation of the Transactions be authorized and approved, by the Board and the shareholders of the company, respectively. These factors and potential benefits, which are not listed in any relative order of importance, are discussed below:

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40

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In addition, the Special Committee and the Board believed that sufficient procedural safeguards were and are present to ensure that the Merger is procedurally fair to the Unaffiliated Security Holders and to permit the Special Committee and the Board to represent effectively the interests of such Unaffiliated Security Holders, which procedural safeguards include the following, which are not listed in any relative order of importance:

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The Special Committee and the Board also considered and balanced against the potential benefits of the Merger a number of potentially adverse factors concerning the Merger Agreement and the Merger, including the following, which are not listed in any relative order of importance: