Bain Capital - Gong cha

WA-75051

Bain Capital Investors, LLC. (**Bain Capital**) proposes to acquire 100% of the shares in Gong cha Limited (the **Gong cha group**) through a newly created special purpose vehicle solely controlled by Bain Capital (the **Acquisition**). Bain Capital is a limited liability company organised in Delaware under United States law and is the ultimate general partner of numerous private equity funds. Bain Capital, through such funds, invests in companies with activities in various industries, including technology, media and telecommunications, healthcare, retail and consumer products, financial and business services, and industrial/manufacturing. BCPE Genuine Holdco Ltd. is a special purpose vehicle established solely for the Acquisition, with no prior business activities. BCPE Genuine Holdco Ltd. is ultimately solely controlled by Bain Capital. The Gong cha group is a global operator and franchisor of premium tea shops, principally focused on bubble tea and other tea-based beverages. The group generates revenue through directly operated stores, product sales to franchisees and franchise-related fees, including royalties, licence fees and marketing fees. It also supports its franchise network through operational training, marketing support and related franchise services. In Australia, the Gong cha group does not operate stores directly. The group generates revenue from Gong cha branded stores in Australia through selling products to its Australian master franchisee, Gong cha Australia Pty Ltd, which purchases Gong cha products and imports these products into Australia. The master franchisee also pays royalties to the Gong cha group.