Auto Services Group Wealth Limited agreed to acquire Goldenbridge Acquisition Limited (NasdaqCM:GBRG) from Cross Investment Holding Limited, Jining Li, Scienjoy Inc. and Karpus Management, Inc. in a reverse merger deal for approximately $850 million on May 23, 2022. The aggregate consideration to be paid to Auto Services shareholders for the Acquisition Merger is $800 million. Under the Merger Agreement, 1,000,000 shares of the Closing Payment Shares (“Escrow Shares”) will be held in escrow for a period of six months after the closing to satisfy indemnification obligations. The consideration includes 1,600,000 Purchaser Class A Ordinary Shares if Auto Services's revenue equals or exceeds $258,000,000 for the fiscal year ending December 31, 2022, as reflected on the audited consolidated financial statements of the Company as of and for the fiscal year ended December 31, 2022, 1,600,000 Purchaser Class A Ordinary Shares if the Auto Services's revenue equals or exceeds $352,000,000 for the fiscal year ending December 31, 2023, as reflected on the audited consolidated financial statements of the Company as of and for the fiscal year ended December 31, 2023 and 1,600,000 Purchaser Class A Ordinary Shares if Auto Services's revenue equals or exceeds $459,000,000 for the fiscal year ending December 31, 2024, as reflected on the audited consolidated financial statements of the Company as of and for the fiscal year ended December 31, 2024. Upon the closing of the transactions, the combined company is expected to be Nasdaq-listed. As of August 25, 2022 Goldenbridge Acquisition Limited issued $0.575 million promissory notes to Auto Services Group Limited. Goldenbridge will pay termination of $2 million and Auto Services will pay termination of $2 million. The current management team of Auto Services will continue to run the Company after the transaction. The transaction is subject to government authorities and shareholders of Auto Services and Goldenbridge. As of March 20, 2023, The board of directors of Goldenbridge has approved the Merger Agreement, and unanimously recommends that Goldenbridge shareholders vote “FOR” approval of each of the Proposals. As of April 14, 2023, shareholders of Goldenbridge Acquisition Limited approved the transaction.

Maxim Group LLC is acting as M&A and financial advisor to Goldenbridge. Giovanni of Loeb & Loeb LLP is acting as legal advisor to Goldenbridge. Elizabeth F. Chen of Pryor Cashman LLP is acting as legal advisor along with Maples and Calder (Hong Kong) LLP to Auto Services. Chain Stone Capital Limited (CTM) and Trans Asia Capital Management Ltd acting as financial advisor to Auto Services. Karen Smith of ADVANTAGE PROXY, INC. acted as information agent, The Depository Trust Company acted as depository bank and Mark Zimkind of Continental Stock Transfer & Trust Company acted as transfer agent to Goldenbridge Acquisition Limited. Forbes Hare and Allbright Law Offices acted as legal advisor for Goldenbridge Acquisition Limited.