TH International Limited (NasdaqCM:THCH) agreed to acquire PLKC International Limited on February 8, 2023. TH International Limited entered into a share purchase agreement to acquire PLKC International Limited on March 30, 2023. The transaction was approved by Tim China board of directors and it is subject to definitive documents and customary closing conditions.

TH International Limited (NasdaqCM:THCH) completed the acquisition of PLKC International Limited for $60.7 million on March 30, 2023. Pursuant to the Share Purchase Agreement, THIL issued 10,319,917 ordinary shares to Holdings IV and 1,146,657 ordinary shares to PLK APAC Pte. Ltd. The transaction values Popeyes China at an up-front equity value of $35.1 million. Up-front transaction consideration comprises our newly issued ordinary shares. In addition to the up-front transaction consideration, shareholders of Popeyes China will receive deferred contingent consideration (“DCC”) equal to 3% of the revenue of the Popeyes China business going forward, with a buy-out right exercisable at any time by us for $35 million. Popeyes China brings $30 million in cash, which will further strengthen Tims China's balance sheet, and Tims China will earmark an additional $60 million to develop its Popeyes China business over the coming years. Kirkland & Ellis LLP acted as legal advisor to TH International Limited in the deal. The transaction was approved by the independent directors of our audit committee. Kroll, LLC acted as financial advisor and fairness opinion provider to TH International.