Auto Services Group Limited Announces Merger Agreement with Goldenbridge Acquisition Limited (GBRG) to Become a Publicly Traded

May 26, 2022 9:35 AM EDT

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Auto Services Group Limited (“SunCar” or the “Company”), a leading provider of digitalized auto services and auto insurance through Sun Car Online Insurance Agency Co., Ltd., an indirect majority owned subsidiary in Shanghai, announced that on May 23, 2022, it has entered into a definitive merger agreement (the “Merger Agreement”) for a business combination with Goldenbridge Acquisition Limited (“Goldenbridge”) (Nasdaq: GBRG, GBRGU, GBRGW, GBRGR), a British Virgin Islands special purpose acquisition company. Upon consummation of the transactions contemplated by the Merger Agreement, (i) Goldenbridge will reincorporate to the Cayman Islands by merging with SunCar Technology Group Inc., a Cayman Islands exempted company and wholly owned subsidiary of Goldenbridge (“SunCar Technology Group”), and (ii) concurrently, SunCar Technology Global Inc. (“SunCar Technology Global”), a Cayman Islands exempted company and wholly owned subsidiary of SunCar Technology Group, will be merged with and into SunCar, resulting in SunCar becoming a wholly owned subsidiary of SunCar Technology Group. Upon the closing of the transactions, the combined company is expected to be Nasdaq-listed.

Founded in 2012, SunCar is a leading provider of digital platforms of comprehensive automotive services and market-wide auto insurance products in China. The Company provides one-stop, fully digitized, on-demand automotive service systems to help clients build up their membership marketplace and serve end customers with high customer satisfaction. SunCar auto services covers over 300 types of regular maintenance as well as reserved services such as car wash, oil change, tire repair, car beautification, road assistance, flight pickup, designated driving, VIP lounge, etc. The Company also provides full-spectrum auto insurance products via highly efficient insurance technology applications.

SunCar has been active in the automotive service market for over 10 years, gaining deep insights and strong market knowledge to differentiate and satisfy the growing demands of car owners all over China. The Company has built up sustainable competitive advantage with a vast B2B client network of over 40,000 auto service suppliers in over 2,500 districts and counties, processing over 76 million orders of services in the last 5 years. The Company has also engaged with over 70 insurance companies, creating 6.2 million insurance policies through over 47,000 sales partners in the last five years.

All the services and insurance policies are processed through over 700 independent digital systems automated by an end-to-end platform. The highly secured SunCar Cloud and Multi-Tenant SaaS bear millions of transactions every month with efficient and stable performance.

The Company consistently makes long-term investments in technology and provides modular and innovative user experiences for its enterprise clients as well as their end customers.

China’s automotive industry is growing fast with strong tailwinds, leaving a massive but highly fragmented after-sales and auto insurance market. SunCar plays an important role in integrating, digitizing and redistributing the tailored service to each client in almost every corner of China.

With the rapid growth of electric vehicles ("EV”), the automotive industry is shifting to a stronger focus on service experience through online digital applications. SunCar is now closely engaging many emerging and established players in the EV value chain to blaze a trail in the emerging EV service market.

Management Quotes

“With our core mission to seek a high-impact and technology-driven company, I was very pleased to find SunCar. We’re quite impressed by the business performance as well as the technologies supporting comprehensive on-demand services and online insurance. Since the automotive industry is starting to put more emphasis on car owner services, we believe that SunCar is determined to grow bigger in this massive and attractive market.” said Yongsheng Liu, Chairman of Goldenbridge. “I look forward to this partnership that will enable us to collaboratively create greater value for all.”

Ye Zaichang, founder of SunCar, commented: “SunCar has been growing with China’s automotive market for a decade. We’ve turned our wealth of insights and experience into technology-driven solutions, helping our clients satisfy their end customers’ demand with comprehensive on-demand services. Our innovative insurance technology has distributed products from major insurers to customers highly efficiently. With the electrification of automotive industry, SunCar has actively invested in and closely engaged with emerging and established electric vehicles players to create new service lines and superior user experience. We are delighted to partner with Goldenbridge since we share the same visions regarding the market and the technologies. We are highly confident that the Goldenbridge team can help us realize our ambitious business vision and succeed in the long run.”

Key Transaction Terms

Under the terms of the Merger Agreement, Goldenbridge’s wholly owned subsidiary, SunCar Technology Group, will acquire SunCar Technology Group, resulting it being a listed company on the Nasdaq Capital Market. The current management team of SunCar will continue to run the Company after the transaction. Upon effectiveness of such transactions, SunCar’s shareholders and management (“SunCar Shareholders”) expect to receive 80 million ordinary shares of SunCar Technology Group. Shares held by such SunCar Shareholders will be subject to lock-up agreements for a period of 12 months following the date the transactions close, subject to certain exceptions. Other than that, certain key persons of the Company are eligible to receive additional ordinary Shares subject to the Company achieving certain performance milestones.

The proposed transactions contemplated by the Merger Agreement value the combined company at an estimated equity value on a pro-forma basis of approximately US$858 million, assuming no redemptions from the trust account.

The description of the transactions contained herein is only a summary and is qualified in its entirety by reference to the Merger Agreement relating to the transactions, a copy of which will be furnished by Goldenbridge with the SEC as an exhibit to a Current Report on Form 8-K.

Advisors

Maxim Group LLC is acting as M&A and financial advisor to Goldenbridge. Loeb & Loeb LLP is acting as legal advisor to Goldenbridge. Pryor Cashman LLP is acting as legal advisor to SunCar. Chain Stone Capital Limited (CTM) is acting as financial advisor to SunCar.

About SunCar

SunCar, together with its affiliates, provide enterprise clients with digitalized, comprehensive, on-demand and plug-in aftermarket auto services and auto insurance solutions to better serve their end customers. Founded in 2012, SunCar is now a leader in China’s auto service market. SunCar’s solutions and digital systems connected over 1,100 clients and 47,000 sales partners. The Company engages with over 40,000 suppliers and 70 insurance companies, covers over 2500 districts and counties, and serves end customers in most cities in China. All the services are distributed at all times through over 700 sub-systems on the SunCar Cloud, helping its clients better react to their customers’ demands.

About Goldenbridge Acquisition Limited

Goldenbridge Acquisition Limited is incorporated in the British Virgin Islands as a blank check company for the purpose of entering into a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or similar business combination with one or more businesses or entities. Goldenbridge’s efforts to identify a prospective target business will not be limited to a particular industry or geographic region, although Goldenbridge intended to focus on opportunities in the artificial intelligence and any other related technology innovations market.



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