Group 1 - Smart Share Global Limited, also known as Energy Monster, received a preliminary non-binding proposal from Hillhouse Investment Management to acquire all outstanding ordinary shares not already owned by Hillhouse or Management Members for US$1.77 per ADS or US$0.885 per share in cash [1] - The Company had previously entered into a definitive Agreement and Plan of Merger with Trustar Mobile Charging Holdings Limited, which includes key Management Members [2] - A special committee of independent directors is evaluating all options for the best interests of shareholders with the help of independent financial and legal advisors [3] Group 2 - Smart Share Global Limited is the largest provider of mobile device charging services in China, holding the number one market share [5] - The Company operates a network of 9.6 million power banks located in 1,279,900 points of interest across over 2,200 counties and county-level districts in China as of December 31, 2024 [5]

Core Viewpoint - Smart Share Global Limited has announced a definitive Merger Agreement with Mobile Charging Group Holdings Limited, implying an equity value of approximately US$327 million for the company [1][3]. Merger Details - The Merger will result in each American Depository Share (ADS) being exchanged for US$1.25 in cash, while each Class A Share will be exchanged for US$0.625 in cash [2]. - The Merger Consideration represents a premium of 74.8% to the closing trading price of the ADSs on January 3, 2025, and a premium of approximately 8.7% to the closing price on July 31, 2025 [3]. Consortium Composition - The Consortium acquiring Smart Share includes Trustar Mobile Charging Holdings Limited and key executives from the company, including the Chairman and CEO, Mars Guangyuan Cai [4]. Funding Structure - The Merger will be funded through cash contributions from Consortium members, proceeds from a committed term loan facility from Bank of China Limited, and rollover equity contributions from Rollover Shareholders [5]. Board Approval - The Merger Agreement has been approved by the Board, following a unanimous recommendation from a Special Committee of independent directors [6]. Closing Conditions - The Merger is expected to close in the fourth quarter of 2025, subject to customary closing conditions, including shareholder approval and regulatory approvals [7]. Company Background - Smart Share Global Limited, also known as Energy Monster, is a leading provider of mobile device charging services in China, with 9.6 million power banks across over 1.2 million points of interest [15].