Kunpeng Asia Limited made an offer to acquire 19.7% stake in Zhejiang New Century Hotel Management Co., Ltd. (SEHK:1158) from GreenTree Hospitality Group Ltd. (NYSE:GHG), Rongtong Fund Management Co., Ltd., Gem Holdings Group Co., Ltd. and others for approximately HKD 1 billion on January 18, 2021. As a part of the transaction, Kunpeng Asia will purchase 55.17 million foreign listed shares at HKD 18.15 per share. As of January 29, 2021, taking into account the GreenTree Irrevocable Undertakings, the Kunpeng Asia Limited has received irrevocable undertakings with respect to approximately 51.26% of the H Shares. As of February 8, 2021, Rex Top Global Investments Ltd. entered into an irrevocable undertaking in favor of the Offeror, pursuant to which Rex Top has irrevocably agreed and undertaken to the Offeror that, among other things, it will accept the H Share Offer in respect of all the H Shares held by it, being 6.059400 million H Shares. The Offeror has received irrevocable undertakings with respect to approximately 62.73% of the H Shares. In a related transaction, Kunpeng Asia Limited also made an offer to acquire 9.27% stake in Zhejiang New Century Hotel Management Co., Ltd. through the purchase of 25.9 million domestic shares at HKD 18.15 per share. The consideration will be paid within seven business days of the date of receipt of a complete and valid acceptance or of the date on which the offer becomes or is declared unconditional in all respects, whichever is the later. The transaction will be financed by the committed investment amounts of HKD 1 billion and HKD 480.5 million from Sequoia Capital China Growth Fund and Ocean Link, respectively. The transaction is subject to minimum valid acceptances of at least 90% of the foreign listed shares, all necessary authorizations, consents and approvals of any government or governmental or regulatory body or court or institution in relation to the delisting and the offers, third party approvals. Transaction is subject to shareholder approval of Zhejiang New Century Hotel Management Co., Ltd. The shareholder meeting of Zhejiang New Century Hotel Management Co., Ltd. will be held on April 13, 2021. On February 4, 2021, antitrust approvals are received. On 5 February 2021, the Offeror and the Zhejiang New Century Hotel Management Co., Ltd. jointly announced that the pre-condition had been satisfied. As on March 18, 2021, Board of Zhejiang New Century Hotel Management Co., Ltd. recommend the shareholder to accept the offer. Withdrawal of listing of the H Shares from the Stock Exchange would happen on May 24, 2021, subject to the satisfaction of any conditions for delisting such securities from the Stock Exchange, and receipt of any regulatory approvals required for such delisting. The special resolution to approve the Delisting by the Independent H Shareholders was passed by way of poll at the H Share Class Meeting held on April 13, 2021 and the special resolution to approve the Delisting and the ordinary resolution to approve the Shareholders Arrangement by the Independent H Shareholders were passed by way of poll at the EGM held on April 13, 2021. As at the Latest Practicable Date, taking into account the GreenTree Irrevocable Undertakings, the Rongtong Irrevocable Undertakings, the GEM Holdings Irrevocable Undertakings and the Rex Top Irrevocable Undertakings, the Offeror has received irrevocable undertakings with respect to 33,134,000 H Shares, representing approximately 62.73% of the H Shares held by the Independent H shareholders. As on April 13, 2021, of the date of this joint announcement, valid acceptances of the H Share Offer had been received in respect of 44,577,800 H Shares, representing approximately 84.40%, 63.68% and 15.92% of the H Shares held by the Independent H Shareholders, the issued H Shares and the issued Shares, respectively, as at the date of this joint announcement. As on April 16, 2021, Kunpeng Asia Limited had received in respect of around 50 million H Shares, among which valid acceptances of the H Share Offer in respect of 47.6 million H Shares were tendered by Independent H Shareholders which represents approximately 90.22%, 68.07% and 17.02% of the H Shares held by the Independent H Shareholders, the issued H Shares and the issued Shares, respectively. The offer has become unconditional in all respects as on April 16, 2021. The transaction is expected to close on May 31, 2021. As on March 18, 2021, Transaction is expected to complete on May 17, 2021. UBS Group AG acted as financial advisor to Kunpeng Asia Limited. Joey Chau, Jacqueline Zheng, Cori Lable, Sarah Jordan, Matthew Sinclair-Thomson, Carol Liu and Mike Carew of Kirkland & Ellis acted as legal advisor to Kunpeng Asia Limited. Derek Poon of Baker McKenzie acted as legal advisor to UBS Group AG. Somerley Capital Limited acted as financial advisor to Independent Board Committee of Zhejiang New Century Hotel Management Co., Ltd. Stephen Chan of Dechert LLP acted as legal advisor to New century hotel.

Kunpeng Asia Limited completed the acquisition of 18.8% stake in stake in Zhejiang New Century Hotel Management Co., Ltd. (SEHK:1158) from GreenTree Hospitality Group Ltd. (NYSE:GHG), Rongtong Fund Management Co., Ltd., Gem Holdings Group Co., Ltd. and others on May 14, 2021.