Metaclass Management ELP, along with Baoli Ma, Founder, Chairman of the Board and Chief Executive Officer of BlueCity Holdings Limited (NasdaqGM:BLCT) made an offer to acquire 69.19% stake in BlueCity Holdings Limited for $46.5 million on January 2, 2022. Metaclass Management ELP, along with Baoli Ma, founder, chairman of the Board and chief executive officer of BlueCity Holdings Limited (NasdaqGM:BLCT) entered into an agreement and plan of merger to acquire 69.19% stake in BlueCity Holdings Limited on April 30, 2022. As per the transaction, Spriver Tech Limited, along with Baoli Ma made the offer to acquire shares $3.70 per Ordinary Share and $1.85 per ADS. As of April 18, 2022, Metaclass Management ELP, along with Baoli Ma amended the offer to acquire shares $3.20 per Ordinary Share and $1.60 per ADS. As of April 18, 2022, Metaclass Management ELP, an affiliate of Spriver Tech Limited, is replacing Spriver Tech Limited as Sponsor in the transaction. Pursuant to the merger agreement, at the effective time of the merger, each share issued and outstanding immediately prior to the effective time will be cancelled and cease to exist in exchange for the right to receive $3.2 in cash without interest (the “Per Share Merger Consideration”), and each outstanding American depositary share of the BlueCity (each, an “ADS,” each two of which representing one Class A ordinary shares of the Company (the “Class A Ordinary Shares”)) will be cancelled in exchange for the right to receive $1.6 in cash without interest (the “Per ADS Merger Consideration”). Baoli Ma already owns 30.81% stake of BlueCity Holdings Limited. The transaction will be financed with equity capital from the Buyer Group in the form of rollover equity in BlueCity Holdings Limited and cash contributions.

The transaction is subject to customary closing conditions including the approval of the merger agreement by an affirmative vote of holders of Shares representing at least two-thirds of the voting power of the Shares entitled to vote at a meeting of the BlueCity's shareholders. Shareholders affiliated with Baoli Ma, Aviator D, L.P. and Rainbow Rain Limited have each agreed to vote all of the Shares and ADSs they beneficially own, which represent approximately 70% of the voting rights attached to the outstanding Shares as of the date of the Merger Agreement, in favor of the authorization and approval of the Merger Agreement and the Merger. The board has been unanimous approved the transaction. BlueCity Holdings Limited to hold extraordinary General Meeting of Shareholders on July 29, 2022. As of July 29, 2022 the transaction was approved by Shareholders of BlueCity. The merger is currently expected to close in the second half of 2022. BlueCity Holdings Limited expects to form a special committee of the Board, comprised solely of independent and disinterested directors, to consider the transaction. As on January 4, 2022, board of directors of BlueCity Holdings Limited has formed a special committee consisting of three independent directors, Wenjie (Jenny) Wu, Shengwen (Roy) Rong, and Guojie Shi, to evaluate and consider the previously announced preliminary non-binding proposal. Wenjie (Jenny) Wu will chair the special committee. Jingtian & Gongcheng, Harney Westwood & Riegels and Simpson Thacher & Bartlett LLP acted as legal advisors to Metaclass Management and Baoli Ma. Kroll, LLC acted as financial advisor, Maples and Calder (Hong Kong) LLP and Skadden, Arps, Slate, Meagher & Flom acted as legal advisors to Special Committee.