As previously announced, on January 29, 2023, Prime Impact Acquisition I, a Cayman Islands exempted company (SPAC), Cheche
Group Inc., a Cayman Islands exempted company (Holdings), Cheche Merger Sub Inc., a Cayman Islands exempted company and wholly owned direct subsidiary of Holdings (Merger Sub), and Cheche Technology, Inc., a Cayman Islands
exempted company (the Company), entered into a business combination agreement (the Business Combination Agreement), pursuant to which, among other things, (a) on the closing date of the transactions contemplated by the
Business Combination Agreement (the Closing Date), SPAC will merge with and into Holdings (the Initial Merger), with Holdings surviving the Initial Merger (Holdings, in its capacity as the surviving corporation of the Initial
Merger, is sometimes referred to herein as the Surviving Corporation) and (b) on the Closing Date, following the Initial Merger, Merger Sub will merge with and into the Company (the Acquisition Merger and together with
the Initial Merger, the Proposed Transaction), with the Company surviving the Acquisition Merger as a wholly owned subsidiary of the Surviving Corporation.
As described in the definitive proxy statement/prospectus, as supplemented, filed with the SEC by Holdings, SPAC, Holdings and the Company
will not consummate the transactions contemplated by the Business Combination Agreement, including the Proposed Transaction, without first completing the China Securities Regulatory Commission (the CSRC) filing and receiving approval
from the CSRC under the Trial Administrative Measures of the Overseas Securities Offering and Listing by Domestic Companies promulgated by the CSRC on February 17, 2023 (the Overseas Listing Trial Measures), even if the
securityholders of SPAC have approved the Business Combination Agreement in an extraordinary general meeting.
On September 14, 2023, the
CSRC issued its approval under the Overseas Listing Trial measures.
Forward Looking Statements
The information referred to herein includes forward-looking statements within the meaning of the safe harbor provisions
of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words such as estimate, plan, project, forecast, intend,
will, expect, anticipate, believe, seek, target or other similar expressions that predict or indicate future events or trends or that are not statements of historical matters.
These forward-looking statements also include, but are not limited to, statements regarding projections, estimates and forecasts of revenue and other financial and performance metrics, projections of market opportunity and expectations, the
estimated implied enterprise value of the combined entity (the Combined Company) pursuant to the transactions contemplated by the Business Combination Agreement (the Proposed Transaction), the Companys ability to scale
and grow its business, the advantages and expected growth of the Combined Company, the Combined Companys ability to source and retain talent, the cash position of the Combined Company following closing of the Proposed Transaction, the
SPACs and the Companys ability to consummate the Proposed Transaction, and expectations related to the terms and timing of the Proposed Transaction, as applicable. These statements are based on various assumptions, whether or not
identified in the information referred to herein, and on the current expectations of the SPACs and the Companys management and are not predictions of actual performance.
These statements involve risks, uncertainties and other factors that may cause actual results, levels of activity, performance or achievements
to be materially different from those expressed or implied by these forward-looking statements. Although each of the SPAC and the Company believes that it has a reasonable basis for each forward-looking statement contained in the information
referred to herein, each of the SPAC and the Company cautions you that these statements are based on a combination of facts and factors currently known and projections of the future, which are inherently uncertain. In addition, there will be risks
and uncertainties described in the proxy statement/prospectus included in the registration statement relating to the Proposed Transaction, which is expected to be filed by the Combined Company with the Securities and Exchange Commission (the
SEC) and other documents filed by the Combined Company or the SPAC from time to time with the SEC. These filings may identify and address other important risks and uncertainties that could cause actual events and results to differ
materially from those contained in the forward-looking statements. Neither the SPAC nor the Company can assure you that the forward-looking statements in the information referred to herein will prove to be accurate.