SCHEDULE: Smart Share Global Secures RMB1.575B Merger Financing

Mobile Charging Investment Limited has secured a RMB1.575 billion term loan facility from China Merchants Bank Haikou Branch to fund its acquisition of Smart Share Global Limited.

Summary

• Mobile Charging Investment Limited (Company) has obtained a commitment letter from China Merchants Bank Haikou Branch (Lender) for a term loan facility of up to RMB1,575,000,000 (or its USD equivalent).
• This facility is intended to finance the acquisition of Smart Share Global Limited (NASDAQ: EM) (Target) through a merger with Mobile Charging Merger Limited.
• The new debt commitment letter replaces a prior commitment letter dated August 1, 2025, with Bank of China Limited, Shanghai Branch, which has been terminated.
• The merger's funding will come from cash contributions, proceeds from this new term loan facility, and rollover equity contributions from existing shareholders.
• Key sponsors of the Parent company include Trustar Capital and Smart Share Global's management members: Mr. Mars Guangyuan Cai, Mr. Peifeng Xu, Mr. Victor Yaoyu Zhang, and Ms. Maria Yi Xin.
• The reporting persons (management members and their entities) collectively beneficially own 87,820,430 Ordinary Shares of Smart Share Global, representing approximately 17.2% of Class A Ordinary Shares and 64.1% of aggregate voting power.

Sentiment

Score: 8

Explanation: The securing of a substantial debt facility from a reputable bank, replacing a prior commitment, is a strong positive signal for the completion of the merger. The 'certain funds' basis and completed internal approvals further de-risk the financing aspect of the transaction. The significant beneficial ownership by management also aligns interests.

Positives

• Secured a significant term loan facility of up to RMB1,575,000,000 (or its USD equivalent) for the merger.
• The Lender's credit committee and all internal/regulatory approvals for underwriting and funding the facility are complete.
• The financing is on a "certain funds" basis during the Certain Funds Period, limiting conditions to utilization.
• The new commitment replaces a prior one, indicating continued progress in securing financing for the merger.

Negatives

• The Company is obligated to indemnify the Lender for losses incurred in connection with the transaction, excluding gross negligence, willful misconduct, or fraud by the Lender.
• The offer for the term facility will terminate if not accepted by the Company within 10 days of the letter's delivery.
• The facility can be terminated if the merger is not completed by 11:59 pm Hong Kong time on July 14, 2026.

Risks

• The Company is subject to an indemnity clause, holding the Lender harmless against losses related to the transaction, with specific exclusions.
• The Lender's obligations could be terminated if the Company fails to comply with material terms of the commitment letter and does not remedy the failure within 30 days of written notice.
• The Lender may transfer its rights and obligations if it becomes illegal to perform them in any applicable jurisdiction.
• Projections and forecasts provided to the Lender are subject to significant uncertainties and contingencies, and actual results may differ materially.

Future Outlook

The commitment letter facilitates the proposed merger of Smart Share Global Limited, with the expectation of completing the transaction by July 14, 2026. The company will proceed with negotiating and executing the definitive Facility Agreement and other Finance Documents.

Management Comments

• Represent and warrant that all written factual information made available to us (the Lender) is true and accurate in all material respects and does not contain any untrue statement of a material fact or omit to state a material fact.
• Projections and forecasts have been prepared in good faith on the basis of recent historical information and based upon assumptions believed to be reasonable.
• Acknowledged that such Projections are not to be viewed as facts and are subject to significant uncertainties and contingencies.
• Not relying on any communication from the Lender as investment advice or a recommendation to enter into the Transaction.
• Capable of assessing the merits of and understanding the terms, conditions, and risks of the Transaction.

Industry Context

This announcement reflects ongoing consolidation and M&A activity within the mobile charging or broader technology sector, where companies seek to expand market share or achieve synergies through strategic acquisitions. Securing significant debt financing from a major bank like China Merchants Bank indicates confidence in the target company's value and the strategic rationale of the merger, a common trend in mature industries or those undergoing rapid growth requiring substantial capital.

Related Party Transactions

• The Sponsors of Mobile Charging Group Holdings Limited (Parent), which is the direct parent of Mobile Charging Investment Limited, include funds advised by Trustar Capital and the management members of Smart Share Global Limited (Mr. Mars Guangyuan Cai, Mr. Peifeng Xu, Mr. Victor Yaoyu Zhang, and Ms. Maria Yi Xin).
• These management members are also the Reporting Persons in the Schedule 13D, holding significant beneficial ownership and voting power in Smart Share Global Limited.

Stakeholder Impact

• Shareholders of Smart Share Global Limited: Their shares will be acquired as part of the merger, subject to the terms and conditions of the Merger Agreement. The securing of financing increases the likelihood of the merger's completion.
• Mobile Charging Investment Limited and Parent Company: The secured financing enables the acquisition, advancing their strategic objectives.
• China Merchants Bank Haikou Branch: Will earn interest and fees from the term loan facility.
• Employees of Smart Share Global Limited: Potential changes in management or operational structure post-merger, though not explicitly detailed in this filing.

Next Steps

• Mobile Charging Investment Limited must accept the offer by signing and returning the commitment letter within 10 days of October 31, 2025.
• Negotiate and finalize the Facility Agreement and other Finance Documents.
• Satisfy the Certain Funds Conditions and Initial Conditions Precedent outlined in the Term Sheet.
• Complete the merger of Smart Share Global Limited by July 14, 2026.

Key Dates

Recommendation

The successful securing of a substantial debt facility, replacing a prior commitment, significantly de-risks the financing component of the proposed merger for Smart Share Global Limited. The "certain funds" basis and the lender's completed internal approvals provide strong assurance that the capital required for the acquisition is in place. This development substantially increases the probability of the merger's completion, which is typically a catalyst for the target company's stock price to converge towards the acquisition price. The significant beneficial ownership and voting power held by the management members, who are also sponsors of the acquiring entity, suggest strong alignment of interests towards the successful execution of the transaction.

Keywords

Smart Share Global, Mobile Charging Investment, Merger, Acquisition, Debt Financing, Term Loan, SEC Filing, Schedule 13D, China Merchants Bank, Trustar Capital, Corporate Governance, Shareholder Ownership