 | Introduction and Transaction Overview Ownership Summary BlueCity Holdings Limited - Ownership Class A Ordinary Shares (1) Class B Ordinary Shares (1) ADSs Equivalent (1) % of Ownership % of Voting Rights (2) ADSs Equivalent As-converted % of Diluted Ownership Current Shareholders Buyer Consortium Ma, Baoli (Founder, Chairman of the Board & CEO) Metaclass Management ELP (3) Buyer Consortium 533,734.5 - 5,114,840.0 - 11,297,149.0 - 30.2% 0.0% 66.6% 0.0% 11,373,035.0 - 29.7% 0.0% 533,734.5 5,114,840.0 11,297,149.0 30.2% 66.6% 11,373,035.0 29.7% Rollover Shareholders CDH Investment Management Company Limited Rollover Shareholders 1,423,186.0 - 2,846,372.0 7.6% 3.6% 2,846,372.0 7.4% 1,423,186.0 - 2,846,372.0 7.6% 3.6% 2,846,372.0 7.4% Other Management and Directors 152,677.0 - 305,354.0 0.8% 0.4% 305,354.0 0.8% Institutional Investors Shunwei Ventures III Limited Liberty Hero Limited NewQuest Asia Investments III Limited UG Investment Advisers Ltd. Arcadia Investment Limited Truly Delight Limited & Prince Profit International Limited China Prosperity Capital Alpha Limited FH Priolo Limited & FH Saltator Limited A-Fund, L.P. NOVA FORTUNE LIMITED Top 10 Institutional Investors 1,862,069.0 1,150,862.0 772,074.0 720,600.0 667,497.0 371,095.0 310,464.0 288,240.0 268,556.0 156,700.0 - - - - - - - - - - 3,724,138.0 2,301,724.0 1,544,148.0 1,441,200.0 1,334,994.0 742,190.0 620,928.0 576,480.0 537,112.0 313,400.0 9.9% 6.1% 4.1% 3.8% 3.6% 2.0% 1.7% 1.5% 1.4% 0.8% 4.8% 2.9% 2.0% 1.8% 1.7% 0.9% 0.8% 0.7% 0.7% 0.4% 3,724,138.0 2,301,724.0 1,544,148.0 1,441,200.0 1,334,994.0 742,190.0 620,928.0 576,480.0 537,112.0 313,400.0 9.7% 6.0% 4.0% 3.8% 3.5% 1.9% 1.6% 1.5% 1.4% 0.8% 6,568,157.0 - 13,136,314.0 35.1% 16.8% 13,136,314.0 34.3% Total Institutional Investors 6,645,773.0 4,863,265.0 - - 13,291,546.0 9,726,530.0 35.5% 26.0% 17.0% 12.4% 13,291,546.0 9,726,530.0 34.7% 25.4% Public Investors and Others Total Shares Outstanding (4) 13,618,635.5 5,114,840.0 37,466,951.0 100.0% 100.0% 37,542,837.0 97.9% Options In-the-Money at Offer Price (5) 442,760.0 - 885,520.0 809,634.0 2.1% Diluted Ownership (1) (2) Every two ADSs represent one Class A ordinary share. Each Class B ordinary share is convertible into one Class A ordinary share. The holders of Class A ordinary shares shall have one vote in respect of each Class A ordinary share held and the holders of Class B ordinary shares shall have five votes in respect of each Class B ordinary share held. Metaclass Management ELP is an affiliate of Spriver Tech Limited. Shares outstanding information provided by the management of the Company, reflecting (i) 13,618,635.5 Class A ordinary shares and (ii) 5,114,840 Class B ordinary shares outstanding. Reflects 442,760 Company Options outstanding granted pursuant to the Company's 2015 Stock Incentive Plan, among which Mr. Ma owns 37,943. Excludes Company Options granted pursuant to the Company's 2020 Stock Incentive Plan or 2021 Stock Incentive Plan, of which vested options will be assumed by Parent and automatically converted into options for ordinary shares of Parent. (3) (4) (5) Source: Company filings, Capital IQ, the management of the Company. 8 Diluted ADSs Outstanding at Offer Price14,061,395.55,114,840.038,352,471.038,352,471.0100.00% |