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eHi Car Service Limited - Exchange Offer 2024 (XS) - Results

EHI CAR SERVICE LIMITED - EXCHANGE OFFER FOR THE OUTSTANDING 7.75% SENIOR NOTES DUE 2024 (ISIN: XS2335327388; COMMON CODE: 233532738; STOCK CODE: 40679) RESULTS OF EXCHANGE OFFER FOR THE EXCHANGE NOTES AND PRICING OF THE NEW NOTES

20 MARCH 2024


Full announcement, including disclaimers and offer/distribution restrictions available via Hong Kong Exchanges and Clearing Company Ltd


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"The Company is pleased to announce that the Minium Acceptance Amount has been reached and the Exchange Notes in the principal amount of US$336,890,000, representing 88.31% of the total aggregate principal amount of the outstanding Exchange Notes, have been validly tendered for exchange and accepted pursuant to the Exchange Offer."


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"ISSUANCE OF NEW NOTES


The Company is pleased to announce that the coupon of the New Notes (ISIN: XS2782510049) has been fixed at 12.0% per annum, payable semi-annually in arrears on March 26 and September 26 each year, commencing September 26, 2024, and the New Notes will mature on September 26, 2027 (the “Maturity Date”), unless earlier redeemed pursuant to the terms thereof. The Company also announces that on March 19, 2024, the Company and the Subsidiary Guarantors entered into a purchase agreement with Deutsche Bank AG, Singapore Branch and J.P. Morgan Securities in connection with the Concurrent New Money Issuance. The Company intends to use the net cash proceeds primarily to refinance the remaining Exchange Notes not exchanged in the Exchange Offer, fund the cash components of the Exchange Offer, and optimize its debt structure. The Company currently expects to issue US$42,021,000 in aggregate principal amount of the Additional New Notes in connection with the Concurrent New Money Issuance and issue US$282,979,000 in aggregate principal amount of the New Notes in connection with the Exchange Offer on March 26, 2024, which will be consolidated and form a single series for an aggregate principal amount of US$325,000,000. This summary above does not purport to be complete and is qualified in its entirety by reference to the provisions of the New Notes Indenture, the New Notes, and the guarantees provided by the Subsidiary Guarantors."


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"The Company expects that after the settlement of the Exchange Offer and cancellation of the Exchange Notes in the principal amount of US$336,890,000, the Exchange Notes in the principal amount of US$44,610,000 will remain outstanding. Pursuant to Rule 37.48(a) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, the Company will make a further announcement for every subsequent 5% interval of the initial aggregate principal amount of the Exchange Notes that have been redeemed or cancelled in accordance with the terms and conditions of the Exchange Notes."


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EHI CAR SERVICE LIMITED - EXCHANGE OFFER FOR THE OUTSTANDING 7.75% SENIOR NOTES DUE 2024 (ISIN: XS2335327388; COMMON CODE: 233532738; STOCK CODE: 40679) INDICATIVE RESULTS ANNOUNCEMENT OF EXCHANGE OFFER FOR THE EXCHANGE NOTES

19 MARCH 2024


Full announcement, including disclaimers and offer/distribution restrictions available via Hong Kong Exchanges and Clearing Company Ltd


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"The Company is pleased to announce that as of 4:00 p.m. (London Time) on March 18, 2024, the Exchange Notes in the principal amount of US$336,890,000, representing 88.31% of the total aggregate principal amount of the outstanding Exchange Notes, have been validly tendered for exchange pursuant to the Exchange Offer. The Company is pleased to announce that the Minimum Acceptance Amount has been reached. Eligible Holders should note that the consummation of the Exchange Offer remains subject to the satisfaction or waiver of certain other conditions. There can be no assurance that such conditions will be satisfied or will be waived, or that the Exchange Offer will be consummated or that any failure to consummate the Exchange Offer will not have a negative effect on the market price and liquidity of the Exchange Notes.


The Company will make further announcement relating to the final pricing details of the New Notes and the Concurrent New Money Issuance, if any, in due course."


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eHi Car Services Limited (incorporated in Cayman Islands with limited liability) (the “Issuer”) (1) EXCHANGE OFFER FOR THE OUTSTANDING 7.75% SENIOR NOTES DUE 2024 (ISIN: XS2335327388; COMMON CODE: 233532738; STOCK CODE: 40679) MINIMUM COUPON OF THE NEW NOTES

13 MARCH 2024


Full announcement, including disclaimers and offer/distribution restrictions available via Hong Kong Exchanges and Clearing Company Ltd


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"The Company is pleased to announce that the minimum coupon of the New Notes will be 12.000% per annum. The Company will make a further announcement in respect to the results of the Exchange Offer and the actual coupon of the New Notes in due course."


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eHi Car Services Limited (incorporated in Cayman Islands with limited liability) (the “Issuer”) (1) EXCHANGE OFFER FOR THE OUTSTANDING 7.75% SENIOR NOTES DUE 2024 (ISIN: XS2335327388; COMMON CODE: 233532738; STOCK CODE: 40679); AND (2) PROPOSED ISSUANCE OF NEW SENIOR NOTES

11 MARCH 2024


Full announcement, including disclaimers and offer/distribution restrictions available via Hong Kong Exchanges and Clearing Company Ltd


On March 11, 2024, the Company commenced the Exchange Offer with respect to the Exchange Notes held by non-U.S. persons outside the United States. The Exchange Offer is being made upon the terms and subject to the conditions set forth in the Exchange Offer Memorandum.

The Company has mandated Deutsche Bank AG, Singapore Branch and J.P. Morgan Securities plc as the Dealer Managers in relation to the Exchange Offer. The Company has also mandated D.F. King Ltd. as the Information and Exchange Agent. For detailed descriptions of the terms and conditions of the Exchange Offer, Eligible Holders should refer to the Exchange Offer Memorandum.


The Company will make a further announcement in respect to the results of the Exchange Offer in due course. The New Notes are intended to be listed on the SGX-ST. Approval inprinciple has been received from the SGX-ST for the listing of the New Notes on the SGXST. The SGX-ST assumes no responsibility for the correctness of any of the statements made, opinions expressed or reports contained herein. Approval in-principle for the listing of the New Notes on the SGX-ST is not to be taken as an indication of the merits of the Exchange Offer, the Company, the Subsidiary Guarantors, or any of their respective subsidiaries or associated companies (if any), the New Notes or the Subsidiary Guarantees. The New Notes, if traded on the SGX-ST, will be traded in a minimum board lot size of US$200,000 for so long as the New Notes are listed on the SGX-ST and the rules of the SGX-ST so require."


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"Exchange Consideration


For each US$1,000 principal amount of the outstanding Exchange Notes that is validly tendered prior to the Expiration Deadline and accepted for exchange, an Eligible Holder of such Exchange Notes will receive the Exchange Consideration consisting of:

a. US$200 upfront repayment of principal of the Exchange Notes in cash on the Settlement Date;

b. a principal amount of the US$ denominated senior notes due 2027 (the “New Notes”) equal to US$800 multiplied by the exchange ratio of 105%;

c. exchange fee of US$35 in cash;

d. Fractional Cash Payment; and

e. any Accrued Interest.


Conditions to Consummation of the Exchange Offer


The consummation of the Offer is subject to the satisfaction or waiver of the following conditions:


• not less than the Minimum Acceptance Amount of the Exchange Notes shall have been validly tendered prior to the Expiration Deadline;

• there being no material adverse change in the market from the date of the Exchange Offer Memorandum to the Settlement Date;

• an affirmative determination by the Company that accepting the exchanges, paying the Exchange Consideration and effecting the transactions contemplated hereby are in its best interests; and

• other conditions as set forth in the Exchange Offer Memorandum."


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