425

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or Section 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 16, 2021

SILVER CREST ACQUISITION CORPORATION

(Exact name of registrant as specified in its charter)

Cayman Islands	001-39890	98-1559547
(State or other jurisdiction of	(Commission	(I.R.S. Employer
incorporation or organization)	File Number)	Identification No.)

Suite 3501, 35/F, Jardine House
1 Connaught Place, Central
Hong Kong
(Address of principal executive offices)	(Zip Code)

+852 2165-9000

Registrant’s telephone number, including area code

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:

x Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one Class A Ordinary Share, $0.0001 par value, and one-half of one redeemable warrant	SLCRU	The Nasdaq Stock Market LLC
Class A Ordinary Shares included as part of the units	SLCR	The Nasdaq Stock Market LLC
Redeemable warrants included as part of the units, each whole warrant exercisable for one Class A Ordinary Share at an exercise price of $11.50	SLCRW	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

Emerging growth company x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 1.01 Entry into a Material Definitive Agreement.

On August 13, 2021, Silver Crest Acquisition Corporation, a Cayman Islands exempted company (“Silver Crest”), entered into an Agreement and Plan of Merger (the “Merger Agreement”), by and among Silver Crest, TH International Limited, a Cayman Islands exempted company (“THIL”), and Miami Swan Ltd, a Cayman Islands exempted company and wholly owned subsidiary of THIL (“Merger Sub”), pursuant to which, among other transactions, on the terms and subject to the conditions set forth therein, (i) Merger Sub is to merge with and into Silver Crest (the “First Merger”), with Silver Crest surviving the First Merger as a wholly owned subsidiary of THIL, and (ii) Silver Crest is to merge with and into THIL (the “Second Merger” and together with the First Merger, the “Mergers”), with THIL surviving the Second Merger.

Pursuant to the Merger Agreement and subject to the approval of Silver Crest’s shareholders, among other things, (i) immediately prior to the effective time of the First Merger (the “First Effective Time”), each Class B Ordinary Share of Silver Crest, par value $0.0001 per share (“Class B Shares”), outstanding immediately prior to the First Effective Time will be automatically converted into one Class A Ordinary Share of Silver Crest, par value $0.0001 per share (“Class A Shares”) and, after giving effect to such automatic conversion and the Unit Separation (as defined below), at the First Effective Time and as a result of the First Merger, each issued and outstanding Class A Share will no longer be outstanding and will automatically be converted into the right of the holder thereof to receive one ordinary share of THIL (“THIL Ordinary Share”) after giving effect to the Share Split (as defined below), and (ii) each issued and outstanding warrant of Silver Crest sold to the public and to Silver Crest Management LLC, a Cayman Islands limited liability company (“Sponsor”), in a private placement in connection with Silver Crest’s initial public offering (“Silver Crest Warrants”) will automatically and irrevocably be assumed by THIL and converted into a corresponding warrant exercisable for THIL Ordinary Shares. Immediately prior to the First Effective Time, the Class A Shares and the public Silver Crest Warrants comprising each issued and outstanding unit of Silver Crest (“Silver Crest Unit”), consisting of one Class A Share and one-half of one public Silver Crest Warrant, will be automatically separated (“Unit Separation”) and the holder thereof will be deemed to hold one Class A Share and one-half of one public Silver Crest Warrant. No fractional public Silver Crest Warrants will be issued in connection with such separation such that if a holder of such Silver Crest Units would be entitled to receive a fractional public Silver Crest Warrant upon such separation, the number of public Silver Crest Warrants to be issued to such holder upon such separation will be rounded down to the nearest whole number of public Silver Crest Warrants and no cash will be paid in lieu of such fractional public Silver Crest Warrants.

Immediately prior to the First Effective Time, THIL will effect a share split of each THIL Ordinary Share into such number of THIL Ordinary Shares, calculated in accordance with the terms of the Merger Agreement, such that each THIL Ordinary Share will have a value of $10.00 per share after giving effect to such share split (the “Share Split”).

On August 13, 2021, Silver Crest also entered into a Voting and Support Agreement (the “Sponsor Voting and Support Agreement”), by and among THIL, Silver Crest and Sponsor, pursuant to which Sponsor agreed to, among other things, vote in favor of the Merger Agreement and the transactions contemplated thereby, on the terms and subject to the conditions of the Sponsor Voting and Support Agreement. Also, in connection with the Mergers, Sponsor and THIL entered into a Sponsor Lock-Up Agreement (the “Sponsor Lock-Up Agreement”), pursuant to which Sponsor agreed, among other things, (i) to certain transfer restrictions with respect to the THIL Ordinary Shares issued to Sponsor upon the consummation of the Mergers, and (ii) that 1,400,000 of the THIL Ordinary Shares issued to Sponsor upon the consummation of the Mergers shall become unvested and subject to forfeiture, only to be vested again if certain price milestones described more fully in the Sponsor Lock-Up Agreement are achieved, in the case of each of clause (i) and (ii), subject to the terms and conditions contemplated by the Sponsor Lock-Up Agreement.

On August 13, 2021, the shareholders of THIL (the “Company Shareholders”) adopted a unanimous written resolution (the “Written Resolution”), pursuant to which the Company Shareholders, among other things, approved the Merger Agreement and the transactions contemplated thereby. In addition, the Company Shareholders entered into a Lock-Up and Support Agreement (the “Company Shareholder Lock-Up and Support Agreement”), by and among THIL, Silver Crest and the Company Shareholders, pursuant to which the Company Shareholders, among other things, (i) agreed to not revoke (in whole or in part), or seek to revoke (in whole or in part), the Written Resolution, (ii) agreed to the same lock-up restrictions as imposed on Sponsor in the Sponsor Lock-Up Agreement and (iii) received the right to receive, in the aggregate, 14,000,000 additional THIL Ordinary Shares, which right is contingent upon certain price milestones described more fully in the Company Shareholder Lock-Up and Support Agreement being achieved, in the case of each of clause (i), (ii) and (iii), subject to the terms and conditions contemplated by the Company Shareholder Lock-Up and Support Agreement. The approvals, agreements and consents described above are subject to certain additional conditions.

A copy of the Merger Agreement, the Sponsor Voting and Support Agreement, the Sponsor Lock-Up Agreement and the Company Shareholder Lock-Up and Support Agreement will be filed by amendment on Form 8-K/A to this Current Report within four business days of the date hereof as Exhibit 2.1, Exhibit 10.1, Exhibit 10.2 and Exhibit 10.3 respectively, and the foregoing description of each of the Merger Agreement, the Sponsor Voting and Support Agreement, the Sponsor Lock-Up Agreement and the Company Shareholder Lock-Up and Support Agreement is qualified in its entirety by reference thereto.

The boards of directors of both Silver Crest and THIL have unanimously approved the transaction. Closing of the transaction is subject to approval of Silver Crest’s and THIL’s shareholders and other customary closing conditions, including a registration statement being declared effective by the U.S. Securities and Exchange Commission (the “SEC”). The transaction is expected to close in the fourth quarter of 2021. Sponsor has agreed to donate 1,500,000 of its Silver Crest Warrants to a charitable foundation, the management and operation of which will be mutually agreed by THIL and Sponsor for the benefit of the local communities in which THIL operates.

In conjunction with this transaction, it is expected that an independent company will be incorporated in China with the sole purpose of safeguarding the retention and use of data of THIL’s guests (“NewCo”). THIL will not own any equity interest in NewCo, which will enter into a long-term contract to provide services to THIL on a cost-only basis. THIL believes that the creation and operation of NewCo directly addresses the valid concerns highlighted by recent statements by the Cyberspace Administration of China (“CAC”) as they have been articulated to date. THIL will inform CAC (and, as appropriate, other regulators) of the plans and operation of NewCo and fully appreciates that THIL’s and NewCo’s operations remain subject to review by CAC and other regulators.

Item 7.01 Regulation FD Disclosure.

Attached as Exhibit 99.1 and incorporated herein by reference is the investor presentation, dated as of August 13, 2021, for use by Silver Crest in meetings with certain of its shareholders as well as other persons with respect to Silver Crest’s proposed transaction with THIL, as described in this Current Report on Form 8-K.

Attached as Exhibit 99.2 is a transcript of the related video presentation, dated as of August 13, 2021.

Attached as Exhibit 99.3 and incorporated herein by reference is the data protection protocols & compliance presentation, dated as of August 13, 2021.

The information in this Item 7.01, including Exhibit 99.1, Exhibit 99.2 and Exhibit 99.3, is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liabilities under that section, and shall not be deemed to be incorporated by reference into the filings of Silver Crest under the Securities Act or the Exchange Act, regardless of any general incorporation language in such filings. This Current Report on Form 8-K will not be deemed an admission as to the materiality of any information of the information contained in this Item 7.01, including Exhibit 99.1, Exhibit 99.2 and Exhibit 99.3.

Additional Information and Where to Find It

This Current Report on Form 8-K relates to a proposed transaction between Silver Crest and THIL. This Current Report on Form 8-K does not constitute an offer to sell or exchange, or the solicitation of an offer to buy or exchange, any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, sale or exchange would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. Silver Crest and THIL intend to file a joint proxy statement/prospectus on Form F-4 with the SEC, which will include a document that serves as a proxy statement of Silver Crest. The proxy statement/prospectus will be sent to all Silver Crest shareholders. Silver Crest also will file other documents regarding the proposed transaction with the SEC. Before making any voting decision, investors and security holders of Silver Crest are urged to read the registration statement, the proxy statement/prospectus and all other relevant documents filed or that will be filed with the SEC in connection with the proposed transaction as they become available because they will contain important information about the proposed transaction.

Investors and security holders will be able to obtain free copies of the registration statement, the proxy statement/prospectus and all other relevant documents filed or that will be filed with the SEC by Silver Crest through the website maintained by the SEC at www.sec.gov.

The documents filed by Silver Crest with the SEC also may be obtained free of charge upon written request to Suite 3501, 35/F, Jardine House, 1 Connaught Place, Central, Hong Kong.

Participants in Solicitation

Silver Crest and its directors and executive officers may be deemed to be participants in the solicitation of proxies from Silver Crest's shareholders in connection with the proposed transaction. A list of the names of directors and executive officers of Silver Crest and information regarding their interests in the business combination will be contained in the proxy statement/prospectus when available. You may obtain free copies of these documents as described in the preceding paragraph.

No Offer or Solicitation

This Current Report on Form 8-K is for informational purposes only and is neither an offer to purchase, nor a solicitation of an offer to sell, subscribe for or buy any securities or the solicitation of any vote in any jurisdiction pursuant to the proposed transactions or otherwise, nor shall there be any sale, issuance or transfer or securities in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act.

Forward-Looking Statements Legend

This Current Report on Form 8-K contains certain forward-looking statements within the meaning of the federal securities laws with respect to the proposed transaction between THIL and Silver Crest. These forward-looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,” “plan,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking statements in this document, including but not limited to: (i) the risk that the transaction may not be completed in a timely manner or at all, which may adversely affect the price of Silver Crest’s securities, (ii) the risk that the transaction may not be completed by Silver Crest’s business combination deadline and the potential failure to obtain an extension of the business combination deadline if sought by Silver Crest, (iii) the failure to satisfy the conditions to the consummation of the transaction, including the adoption of the Merger Agreement by the shareholders of Silver Crest, the satisfaction of the minimum trust account amount following redemptions by Silver Crest's public shareholders and the receipt of certain governmental and regulatory approvals, (iv) the lack of a third party valuation in determining whether or not to pursue the proposed transaction, (v) the occurrence of any event, change or other circumstance that could give rise to the termination of the Merger Agreement, (vi) the effect of the announcement or pendency of the transaction on THIL’s business relationships, operating results, and business generally, (vii) risks that the proposed transaction disrupts current plans and operations of THIL and potential difficulties in THIL employee retention as a result of the transaction, (viii) the outcome of any legal proceedings that may be instituted against THIL or against Silver Crest related to the Merger Agreement or the proposed transaction, (ix) the ability to obtain approval for listing or maintain the listing of THIL’s securities on a national securities exchange, (x) the price of Silver Crest’s securities may be volatile due to a variety of factors, including changes in the competitive and regulated industries in which THIL operates, variations in operating performance across competitors, changes in laws and regulations affecting THIL’s business, THIL’s inability to implement its business plan or meet or exceed its financial projections and changes in the combined capital structure, (xi) the ability to implement business plans, forecasts, and other expectations after the completion of the proposed transaction, and identify and realize additional opportunities, and (xii) the effects of natural disasters, terrorist attacks and the spread and/or abatement of infectious diseases, such as COVID-19, on the proposed transactions or on the ability to implement business plans, forecasts, and other expectations after the completion of the proposed transactions. The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties described in the “Risk Factors” section of Silver Crest’s registration statement on Form S-1 (File No. 333-251655), the joint proxy statement/prospectus on Form F-4 discussed above and other documents filed by Silver Crest from time to time with the SEC. These filings 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. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and THIL and Silver Crest assume no obligation and do not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise. Neither THIL nor Silver Crest gives any assurance that either THIL or Silver Crest, or the combined company, will achieve its expectations.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

99.1	Investor Presentation, dated as of August 13, 2021.
99.2	Transcript of Investor Presentation, dated as of August 13, 2021.
99.3	Data Protection Protocols & Compliance Presentation, dated as of August 13, 2021.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: August 16, 2021 SILVER CREST ACQUISITION CORPORATION

By:	/s/ Liang (Leon) Meng
Name: Liang (Leon) Meng
Title: Chairman

EX-99.1

Exhibit 99.1

June 2021 Investor Presentation Tim Hortons China (“Tims”)

1 Disclaimer and Risk Factors 1 The information provided in this presentation pertaining to the proposed business combination (the “ Business Combination ”) between TH International Limited (together with its subsidiaries, “ THIL ”) and Silver Crest Acquisition Corporation (“ Silver Crest ”) is being delivered for informational purposes only and is not an offer to sell or a solicitation of a proxy, consent or authorization or of an offer to buy with respect to any securities, options, futures or other derivatives related to or in respect of the proposed Business Combination in any jurisdiction . The presentation has not been endorsed by Restaurant Brands International Inc . or any its subsidiaries, affiliates, officers, directors, agents, employees and advisors (collectively, “ Identified Persons ” ) . The grant of the Tim Horton franchise rights to THIL by Tim Hortons Restaurant International GmbH (“ THRI ”), an affiliate of Restaurant Brands International Inc . , pursuant to the Master Franchise and Development Agreement and the Company Franchise Agreements, should not be construed as an express or implied approval or endorsement by any Identified Persons of any statement regarding performance of THIL (financial or otherwise) in this presentation or the Business Combination . The enforcement or waiver of any obligation of THIL under the Master Franchise and Development Agreement or the Company Franchise Agreements is generally a matter of THRI’s sole discretion . You should not rely on any representation, assumption or belief that THRI will waive any obligations of THIL under those agreements . No legally binding obligations will be created, implied, or inferred from this presentation or the information contained herein . The terms of the Business Combination that is described in this presentation is still under development . The final terms of the Business Combination, if any, may be different and nothing should be construed as a commitment by THIL or Silver Crest . The information herein does not purport to be all - inclusive . The data contained herein was obtained from various sources, including certain third parties, and has not been independently verified . While the information in this presentation is believed to be accurate, THIL, Silver Crest and their respective agents, advisors, directors, officers, employees and shareholders make no representation or warranties, expressed or implied, as to the accuracy, completeness or reliability of such information . Neither THIL, Silver Crest, nor any of their respective affiliates, agents, advisors, directors, officers, employees and shareholders shall have any liability whatsoever, under contract, tort, trust or otherwise, to you or any person resulting from the use of the information in this presentation by you or any of your representatives or for omissions from the information in this presentation . We reserve the right to amend or replace the information contained herein, in part or entirely, at any time, and undertake no obligation to provide you with access to the amended information or to notify you thereof . Forward - Looking Statements Certain information in this presentation and oral statements made in any meeting are forward - looking and relate to THIL and its anticipated financial position, business strategy, events and courses of action . Words or phrases such as “anticipate”, “objective”, “may”, “will”, “might”, “should”, “could”, “can”, “intend”, “expect”, “believe”, “estimate”, “predict”, “potential”, “plan”, “is designed to” or similar expressions suggest future outcomes . Without limiting the generality of the foregoing, the forward - looking statements in this presentation include a model of annual revenues, EBITDA and Adjusted EBITDA for THIL under various operational assumptions (referred to as the “ Illustrative Model ”) . Forward - looking statements are based on the opinions and estimates of management at the date the statements are made, and are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those anticipated in the forward - looking statements . Although we believe that the expectations reflected in the forward - looking statements are reasonable, there can be no assurance that such expectations will prove to be correct . We cannot guarantee future results, level of activity, performance or achievements and there is no representation that the actual results achieved will be the same, in whole or in part, as those set out in the forward - looking statements . By their nature, forward - looking statements, including the Illustrative Model, involve numerous assumptions, known and unknown risks and uncertainties, both general and specific, that contribute to the possibility that the predictions, forecasts and other forward - looking information will not occur, which may cause THIL’s actual performance and financial results in future periods to differ materially from any estimates of future performance, illustrations of performance results or results expressed or implied by such forward - looking statements . Important factors that could cause actual results to differ materially from expectations include, but are not limited to : the occurrence of any event, change or other circumstances that could give rise to the termination of negotiations and any subsequent definitive agreements with respect to the Business Combination ; the outcome of any legal proceedings that may be instituted against THIL, Silver Crest or others following the announcement of the Business Combination and any definitive agreements with respect thereto ; the inability to complete the Business Combination due to the failure to obtain approval of the shareholders of Silver Crest, to have sufficient cash available to complete the Business Combination or to satisfy other conditions to closing ; changes to the proposed structure of the Business Combination that may be required or appropriate as a result of applicable laws or regulations or as a condition to obtaining regulatory approval of the Business Combination ; the ability to meet stock exchange listing standards following the consummation of the Business Combination ; the risk that the Business Combination disrupts current plans and operations of THIL as a result of the announcement and consummation of the Business Combination ; the ability to recognize the anticipated benefits of the Business Combination ; and the other risks and uncertainties set forth in Silver Crest’s periodic reports filed with the SEC, including but not limited to in the sections entitled “Risk Factors” and “Cautionary Note Regarding Forward - Looking Statements” in Silver Crest’s annual report on Form 10 - K for the year ended December 31 , 2020 as updated by Silver Crest’s quarterly report on Form 10 - Q for the quarter ended March 31 , 2021 . The forward - looking statements, including the Illustrative Model, contained in this presentation are expressly qualified by this cautionary statement . Except as required by law, we undertake no obligation to update or revise publicly any forward - looking statements, whether as a result of new information, future events or otherwise, after the date on which the statements are made or to reflect the occurrence of unanticipated events . Readers are cautioned not to place undue reliance on forward - looking statements . This presentation, including the Illustrative Model, includes certain financial measures not presented in accordance with United States generally accepted accounting principles (“ GAAP ”) . These non - GAAP financial measures are not measures of financial performance in accordance with GAAP and may exclude items that are significant in understanding and assessing financial results . Therefore, these measures should not be considered in isolation or as an alternative to net income, cash flows from operations or other measures of profitability, liquidity or performance under GAAP . You should be aware that the presentation of these measures may not be comparable to similarly - titled measures used by other companies . THIL believes these non - GAAP measures of financial results provide useful information to management and investors regarding certain financial and business trends . These non - GAAP financial measures are subject to inherent limitations as they reflect the exercise of judgments about which expense and income are excluded or included in determining these non - GAAP financial measures . Due to the high variability and difficulty in making accurate forecasts and projections of some of the information excluded from these illustrative measures, together with some of the excluded information not being ascertainable or accessible, THIL is unable to quantify certain amounts that would be required to be included in the most directly comparable GAAP financial measures without unreasonable effort . Consequently, no disclosure of estimated comparable GAAP measures is included and no reconciliation of the forward - looking non - GAAP financial measures is included . This Illustrative Model contains financial scenarios with respect to THIL’s prospective financial scenarios . Independent auditors have not audited, reviewed, compiled or performed any procedures with respect to such financial scenarios for the purpose of their inclusion in this presentation, and accordingly, cannot express an opinion or provide any other form of assurance with respect thereto for the purpose of this presentation . These scenarios should not be relied upon as being necessarily indicative of future results . This presentation also contains certain financial projections, which are based upon a number of assumptions, estimates and forecasts that, while considered reasonable by THIL, are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond THIL’s control, and upon assumptions with respect to future business decisions which are subject to change . These projections may vary materially from actual results . THIL and its representatives make no representation that these projected results will be achieved . You should not place undue reliance on this information . THIL and its representatives assume no obligation to and do not undertake to update such projections . Inclusion of the Illustrative Model in this presentation should not be regarded as a representation by any person that the results contained therein will be achieved . In this presentation, THIL and Silver Crest rely on and refer to certain information and statistics obtained from third - party sources which they believe to be reliable . Neither THIL nor Silver Crest has independently verified the accuracy or completeness of any such third - party information .

2 Disclaimer and Risk Factors (Cont’d) 1 In connection with the proposed Business Combination, the successor public entity intends to file with the SEC a registration statement on Form F - 4 containing a preliminary proxy statement and a preliminary prospectus, and after the registration statement is declared effective, Silver Crest will mail a definitive proxy statement/prospectus relating to the proposed Business Combination to its shareholders . This presentation does not contain all the information that should be considered concerning the proposed Business Combination and is not intended to form the basis of any investment decision or any other decision in respect of the Business Combination . Silver Crest’s shareholders and other interested persons are advised to read, when available, the preliminary proxy statement/prospectus and the amendments thereto and the definitive proxy statement/prospectus and other documents filed in connection with the proposed Business Combination, as these materials will contain important information about Silver Crest, THIL and the Business Combination . When available, the definitive proxy statement/prospectus and other relevant materials for the proposed Business Combination will be mailed to shareholders of Silver Crest as of a record date to be established for voting on the proposed Business Combination . Shareholders will also be able to obtain copies of the preliminary proxy statement/prospectus, the definitive proxy statement/prospectus and other documents filed with the SEC, without charge, once available, at the SEC’s website at www . sec . gov . Certain information contained herein is subject to the effects of the continued impact of the ongoing novel coronavirus outbreak (“ COVID - 19 ”) and related economic conditions, and have the potential to be revised to take into account further adverse effects of COVID - 19 on THIL as well as the sectors in which THIL operates . The full impact of COVID - 19 is particularly uncertain and difficult to predict but may have an adverse effect on the information contained herein . Trademarks and Trade names THIL and Silver Crest own or have rights to various trademarks, service marks and trade names that they use in connection with the operation of their respective businesses . This presentation also contains trademarks, service marks and trade names of third parties, which are the property of their respective owners . The use or display of third parties’ trademarks, service marks, trade names or products in this presentation is not intended to, and does not imply, a relationship with THIL or Silver Crest, or an endorsement or sponsorship by or of THIL or Silver Crest . Solely for convenience, the trademarks, service marks and trade names referred to in this presentation may appear without the ®, TM or SM symbols, but such references are not intended to indicate, in any way, that THIL or Silver Crest will not assert, to the fullest extent under applicable law, their rights or the right of the applicable licensor to these trademarks, service marks and trade names . Risk Factors THIL is subject to a broad spectrum of risks and uncertainties that may lead to actual events, results or performance to differ materially from what is represented in this presentation . Key risk factors include : Risks related to the timing and likelihood of completing the transaction due to closing conditions not being satisfied or failure to obtain the necessary approvals from shareholders or regulators . THIL has a limited operating history in China, which makes it difficult to predict its business, financial performance and prospects . THIL may not be able to successfully execute its strategies, effectively manage its growth and the increasing complexity of its business . Risks and uncertainties related to the level of customer demand and discretionary spending in China, the growth of China’s coffee industry and food and beverage industry, and food - related health and safety concerns or perceptions . The COVID - 19 pandemic has adversely affected and is expected to continue to adversely affect THIL’s financial results, condition and prospects . If THIL fails to acquire new customers or retain existing customers in a cost - effective manner, its business, financial condition and results of operations may be materially and adversely affected . If THIL does not successfully develop new products or product extensions or otherwise enhance customer experience, its business could suffer . THIL may not be able to successfully operate its stores or obtain desirable locations for new stores . THIL faces risks related to the fluctuations in the cost, availability and quality of its raw materials and pre - made products . THIL faces intense competition in China’s coffee industry and food and beverage sector . Failure to compete effectively could lower its revenues, margins and market share . THIL’s franchise business model presents a number of risks . Its results are closely tied to the success of independent franchisees, over which it has limited control . THIL’s e - commerce business and use of social media may expose it to new challenges and risks and may adversely affect its business, results of operations and financial condition . THIL’s business is dependent on the strengths and market perception of its brand, and any failure to maintain, protect and strengthen its brand and reputation would hurt its business and prospects . THIL may be subject to complaints from customers, litigation and regulatory investigations and proceedings from time to time . Illegal actions or misconduct, or any failure by its third - party suppliers, service providers, retail partners or franchisees to provide satisfactory products or services could materially and adversely affect THIL’s business, reputation, financial condition and results of operations . Any lack of requisite approvals, licenses or permits applicable to THIL’s business may have a material and adverse impact on its business, financial condition and results of operations . Any significant disruption in THIL’s technology infrastructure or its failure to maintain the satisfactory performance, security and integrity of its technology infrastructure would materially and adversely affect its business, reputation, financial condition and results of operations . THIL relies on a limited number of third - party suppliers and service providers to provide products and services to it or to its customers, and the loss of any of these suppliers or service providers or a significant interruption in the operations of its third - party suppliers would negatively impact its business . THIL’s success depends on the continuing efforts of its key management and experienced and capable personnel, as well as its ability to recruit new talent . THIL is subject to a variety of laws and regulations regarding cybersecurity and data protection, and any failure to comply w ith applicable laws and regulations could have a material adverse effect on its business, financial condition and results of operations Unexpected termination of leases, failure to renew the lease of THIL’s existing premises or to renew such leases at acceptable terms could materially and adversely affect THIL’s business . THIL or its licensor may not be able to prevent others from unauthorized use of their intellectual property . THIL’s business operations are subject to various PRC laws and regulations, the interpretation and enforcement of which involve significant uncertainties . Industry data, projections and estimates contained in this presentation are inherently uncertain, subject to interpretation and may not have been independently verified .

3 Disclaimer and Risk Factors (Cont’d) 1 The foregoing summarizes certain of the general risks related to the business of THIL, and such list is not exhaustive . The foregoing list has been prepared solely for purpose of assisting interested parties in making their own evaluation with respect to the Business Combination and not for any other purpose . You should carefully consider these risks and uncertainties together with the other available information and should carry out your own diligence and consult with your own financial and legal advisors . A more expansive description of the key risk factors will be filed with the SEC as part of the Form F - 4 registration statement referred to above and in subsequent filings with the SEC, and such risk factors will be more extensive than, and may differ significantly from, the above summary . Important Information and Where to Find It This document does not contain all the information that should be considered concerning the proposed Business Combination . It does not constitute an offer to sell or exchange, or the solicitation of an offer to buy or exchange, any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, sale or exchange would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction . It is not intended to form the basis of any investment decision or any other decision in respect of the proposed Business Combination . In connection with the proposed Business Combination, THIL intends to file with the SEC a registration statement on Form F - 4 (the “ Registration Statement ”), which will include a preliminary proxy statement / prospectus with respect to the Business Combination . The definitive proxy statement / prospectus and other relevant documentation will be mailed to Silver Crest shareholders as of a record date to be established for purposes of voting on the Business Combination . Silver Crest shareholders and other interested persons are advised to read, when available, the preliminary proxy statement / prospectus and any amendments thereto, and the definitive proxy statement / prospectus in connection with the solicitation of proxies for the extraordinary general meeting to be held to approve the transactions contemplated by the proposed Business Combination because these materials will contain important information about THIL, Silver Crest and the proposed transactions . Shareholders will also be able to obtain a copy of the preliminary proxy statement / prospectus and the definitive proxy statement / prospectus once they are available, without charge, at the SEC’s website at http : //sec . gov or by directing a request to : Silver Crest Acquisition Corporation, Suite 3501 , 35 /F, Jardine House, 1 Connaught Place, Central, Hong Kong . INVESTMENT IN ANY SECURITIES DESCRIBED HEREIN HAS NOT BEEN APPROVED OR DISAPPROVED BY THE SEC OR ANY OTHER REGULATORY AUTHORITY NOR HAS ANY AUTHORITY PASSED UPON OR ENDORSED THE MERITS OF THE OFFERING OR THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED HEREIN . ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE . Participants in the Solicitation Silver Crest, THIL and their respective directors and executive officers, other members of management and employees may be considered participants in the solicitation of proxies with respect to the potential transaction described in this communication under the rules of the SEC . Information about the directors and executive officers of Silver Crest is set forth in Silver Crest’s IPO Prospectus dated January 13 , 2021 filed with the Securities and Exchange Commission on January 15 , 2021 . Information regarding other persons who may, under the rules of the SEC, be deemed participants in the solicitation of the shareholders in connection with the potential transaction and a description of their interests will be set forth in the Registration Statement when it is filed with the SEC . These documents can be obtained free of charge from the sources indicated above . No Offer or Solicitation This communication is for informational purpose only and not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the potential transaction and shall not constitute an offer to sell or a solicitation of an offer to buy the securities of THIL or Silver Crest, nor shall there be any sale of any such securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction . No offer of securities shall be made except by means of a prospectus meeting the requirements of section 10 of the Securities Act of 1933 , as amended .

4 Presenters 2 Silver Crest Acquisition Corporation Tim Hortons China Leon Meng Chairman Derek Cheung CEO Peter Yu Chairman Yongchen Lu CEO Bin He CCO Gregory Armstrong Director

5 Creating a New Leader in the High - Growth Consumer Sector in China Silver Crest Acquisition Corporation 20+ years experience providing growth capital globally, building 60 market leaders across 40 countries Strategic relationships with 3G & RBI, owners of the Tim Hortons, Burger King, and Popeyes brands 15+ years of investment success in China Sponsor with: Track record of creating industry leaders in China 3

6 Full roll - over of existing shareholders underscores long - term commitment to Tims Deep & long - vesting ESOP underscores management commitment to Tims Shareholders with Track Record of Backing Leaders Experienced Management Team Supported by Blue Chip Shareholders

7 01. Tims Overview 5

8 Our Vision: 2,750+ Profitable Stores by 2026 34 137 388 733 1,163 1,678 2,203 2,753 2019 2020 2021E 2022E 2023E 2024E 2025E 2026E Systemwide Stores in China 3+MM Loyalty club growing >400% CAGR #1 Fastest growing coffee market globally (1) 19x Team with proven record of growth (2) +42.5% Same - store sales growth (1Q21) ¥$ Store - level profitable for 15 consecutive months (3) 69% Digital ordering 6 IMPORTANT REMINDER: All information, including any forward - looking statement, should be considered in light of and subject to slides 1 - 3 “Disclaimer and Risk Factors” ____________________ Notes: Historical figures based on or derived from management accounts and are subject to change following the PCAOB audit/review that will be conducted prior to filing any registration statement or proxy with the SEC. Projected figures (2021 - 2026 and onwards) based on Tims management estimates (1) Source: “Global Market Trajectory & Analytics,” Research and Markets (2020) (2) Management & sponsor led Burger King China’s expansion from ~60 to 1,200+ stores (3) Adjusted store - level EBITDA

9 Our Philosophy Continuous Innovation Genuine Community World - Class Execution Data - Driven Decision - Making True Local Relevance Absolute Convenience

10 True Local Relevance Beijin g Chon g qing Hangzhou

11 Continuous Innovation 30 Attention - Getting Products Every Year Sichuan Beef Wrap Peach & Coconut Latte Salted Egg Yolk Timbits Potato Chip Mocha Ordering Community Data - Driven Culture Food Safety Training Supply Chain Marketing 9 IMPORTANT REMINDER: All information, including any forward - looking statement, should be considered in light of and subject to slides 1 - 3 “Disclaimer and Risk Factors”

12 Building a Genuine Community Food & Beverages Entertainment eSports Health Initiatives Multiple Partnerships to Expand Community Cosmetics 10

13 Providing Absolute Convenience Three formats strategically deployed to maximize convenience & network effects “今天粉粉 的” Flagship Stores Classic Stores “Tims Go” Stores Flagship Classic Tims Go Flagship Classic Tims Go Mobile ordering to streamline customer experience Delivery to increase our reach & efficiency 31% 35% 34% In Store (POS) Home Delivery Mobile Delivery Mobile 11 Ele.me Sales by Channel (1) ____________________ Notes: Historical figures based on or derived from management accounts and are subject to change following the PCAOB audit/review that will be conducted prior to filing any registration statement or proxy with the SEC (1) April 2021

14 02. Investment Highlights 12

15 World’s Fastest Growing Coffee Market 1 2 Differentiation: Quality Food & Value for Money 6 Experienced Management Team Supported by Blue Chip Shareholders Investment Highlights 3 Best - in - Class Digital Capabilities 5 World - Class Development Expertise & High - Visibility Pipeline 4 High Quality & Robust Local Supply Chain 13

16 1 World’s Fastest Growing Coffee Market Coffee Consumption per Capita (2020) 5.7 28.4 157.9 2013 2017 2023E (RMB bn) Rapid Historic & Forecast Growth 0 100 200 300 400 500 600 700 800 (Cups per year) ____________________ Source: Frost & Sullivan, International Coffee Organization, Statista Consumer Market Outlook/FAS 14

17 Digital DNA – pervading everything from customer engagement to supply chain Compelling price point for high - quality coffee delivers strong value - for - money to customers Quality , freshly prepared , & locally relevant food Beverage Food Digital Value Convenience Starbucks McCafe Greybox Coffee luckin Coffee Tim Hortons Costa Coffee (RMB) 10 15 20 25 30 35 40 45 Americano (16oz) Latte (16oz) Key Relative Strengths and Opportunities 2 Competitive Pricing Strategy China’s Coffee Chain Landscape (1) Differentiation: Quality Food & Value for Money 15 IMPORTANT REMINDER: All information, including any forward - looking statement, should be considered in light of and subject to slides 1 - 3 “Disclaimer and Risk Factors” ____________________ (1) Represents subjective judgment of Tims management

18 3 Best - in - Class Digital Capabilities: Building Community Brand awareness and influence increasing on various digital platforms 16

19 Loyalty Club Members Mobile Ticket Count 3 Best - in - Class Digital Capabilities: Driving Growth 0 500 1,000 1,500 2,000 2,500 1Q20 2Q20 3Q20 4Q20 1Q21 (mm) May 2020 Jun 2020 Jul 2020 Aug 2020 Sep 2020 Oct 2020 Nov 2020 Dec 2020 Jan 2021 Feb 2021 Mar 2021 Apr 2021 3.2 17 ____________________ Notes: Historical figures based on or derived from management accounts and are subject to change following the PCAOB audit/review that will be conducted prior to filing any registration statement or proxy with the SEC (thousands)

20 Bakery 17 % Coffee 14 % Dairy 31 % Others 18 % Protein 6 % Packaging 14 % Tier 1 Supplier Yian Xinguo, Fuchon Coffee Dairy Bakery Packaging Tier 2 Supplier Protein Weidao / Longda Bright Key Suppliers by Product Categories Purchase Mix by Category High Quality & Robust Local Supply Chain 4 18 ____________________ Notes: Historical figures based on or derived from management accounts and are subject to change following the PCAOB audit/review that will be conducted prior to filing any registration statement or proxy with the SEC

21 High Quality & Robust Local Supply Chain (Cont’d) e-Expiry Mini Application & Associated Labels Routine Audits ① ② ③ ④ ⑤ ⑥ ⑦ Food safety is at the core of everything we do Several layers of internal & external defense Inventory Tracking System Ingredient Name Expiry Date Batch Record Batch Details Digital Inventory Management Systems Rigorous Food Safety Control ____________________ 1. 10 - inch pie crust, original flavor; 2. Unit: pack; 3. Cold storage; 4. Defrosting: Dec 14 2020 09:40; 5. Use before: Dec 15 2 020 09:40; 7. Expiration Date: Dec 16 2020; 7. Disposal: Wednesday / yellow (1) 4 19

22 63 652 1,200 Jun 2012 2016 Sep 2020 From 58 to 199 stores in 12 months More than 300 sites in negotiation or construction Team with proven record of rapid & profitable expansion System - wide Stores (1) + World - Class Development Expertise & High - Visibility Pipeline 5 34 137 388 733 1,163 1,678 2,203 2,753 2019 2020 2021E 2022E 2023E 2024E 2025E 2026E Systemwide Stores in China 20 IMPORTANT REMINDER: All information, including any forward - looking statement, should be considered in light of and subject to slides 1 - 3 “Disclaimer and Risk Factors” ____________________ Notes: Historical figures based on or derived from management accounts and are subject to change following the PCAOB audit/review that will be conducted prior to filing any registration statement or proxy with the SEC. Projected figures (2021 - 2026 and onwards) based on Tims management estimates (1) Wall Street Journal (Jun 2012), TFI TAB Food Investments F - 1 filling (2016), Bloomberg (Sep 2020)

23 5 2021 Store Opening Pipeline above Plan (1) 137 62 65 194 388 0 50 100 150 200 250 300 350 400 450 500 12/31/2020 Opened Net Openings in 2021 to Date Under Contract/ In Construction Site Approved/ In Negotiation 12/31/21 Plan World - Class Development Expertise & High - Visibility Pipeline (Cont’d) 458 21 IMPORTANT REMINDER: All information, including any forward - looking statement, should be considered in light of and subject to slides 1 - 3 “Disclaimer and Risk Factors” ____________________ Notes: Historical figures based on or derived from management accounts and are subject to change following the PCAOB audit/review that will be conducted prior to filing any registration statement or proxy with the SEC. Projected figures (2021 - 2026 and onwards) based on Tims management estimates (1) As of May 31, 2021

24 Yongchen Lu CEO Michael Li CDO Jason Ge GM: HR & East Region Jack Zhang Online MKT DGM Sissy Huang Offline MKT DGM Carter Xia Innovation GM Bin He CCO William Wang Sr. Legal Director Jiang Du Sr. Finance Director Leon Zhang Sr. IT Director Gustavo Wang SCM Director Joyce Xuan OE/Ops Training Dir. Robin Zhou North Region GM Experienced Management Team Supported by Blue Chip Shareholders 6 22

25 03. Financial Information

26 25.0 24.0 34.6 64.3 83.2 99.6 (4) (2) 0 2 4 6 8 10 (20) 0 20 40 60 80 100 120 4Q19 1Q20 2Q20 3Q20 4Q20 1Q21 Sales Adj Store EBITDA Strong Execution & Demonstrated Resilience Despite COVID (23.5%) 16.1% 42.5% (30%) (20%) (10%) 0% 10% 20% 30% 40% 50% 2Q20 2H20 1Q21 Quarterly Performance (1) Same - Store Sales Growth (2) Revenue (Company - Owned Stores) (RMB mm) Adj Store EBITDA (RMB mm) ____________________ Note: Historical figures based on or derived from management accounts and are subject to change following the PCAOB audit/rev iew that will be conducted prior to filing any registration statement or proxy with the SEC (1) September includes Mooncake Gift Box promotion. February includes adjustment to back out Chinese New Year bonus payment (~4% Adj Store EBITDA impact) and negative impact of short month on rent (~2% Adj Store EBITDA impact) (2) Includes monthly SSS data averaged for periods shown (2020) and quarterly SSS (1Q21)

27 48 206 671 1,579 2,786 4,229 5,896 7,637 2019A 2020A 2021E 2022E 2023E 2024E 2025E 2026E (RMB mm) Significant Revenue Growth & Margin Expansion Adjusted Store EBITDA (Company - Owned Stores) (1) Revenue (Company - Owned Stores) 1 10 37 143 341 630 1,005 1,464 2019A 2020A 2021E 2022E 2023E 2024E 2025E 2026E (RMB mm) Margin 1.4% 4.9% 17.0% 14.9% 12.2% 9.0% 5.5% 19.2% 24 ____________________ Note: Historical figures based on or derived from management accounts and are subject to change following the PCAOB audit/review that will be conducted prior to filing any registration statement or proxy with the SEC. Projected figures (2021 - 2026 and onwards) based on Tims management estimates (1) Adjusted Store EBITDA is Store EBITDA excluding store pre - opening expenses & excess store labor for training; Store EBITDA is Company EBITDA excluding corporate overhead expenses and EBITDA from franchising (2) Illustrative for comparison to comparables which exclude store - level rent from EBITDA IMPORTANT REMINDER: All information, including any forward - looking statement, should be considered in light of and subject to slides 1 - 3 “Disclaimer and Risk Factors” Margin 23.7% 27.0% 33.7% 32.5% 30.8% 28.6% 25.9% 34.8% Adjusted Store EBITDA (Illustrative Excluding Store Rent) (2)

28 Four Drivers of Performance 1.00 1.28 1.33 1.75 Illustrative EBITDA Margin Multiplier by Density (4) Entry Low Medium High Store Density Drives EBITDA ____________________ Note: Historical figures based on or derived from management accounts and are subject to change following the PCAOB audit/review that will be conducted prior to filing any registration statement or proxy with the SEC. Projected figures (2021 - 2026 and onwards) based on Tims management estimates (1) Average annual growth 2018 - 2022; Source: QSR magazine (2018) (2) Average annual growth from 2021 - 2023; Source: CMB International (April 2021) (3) Excludes Tims Go (4) Derived from a relevant food service company; figures based on management estimates and public sources Upside Increase delivery to reduce dependence on stores Individual club members increase consumption ~20% per year Build local roastery to reduce costs & increase innovation Accelerate sub - franchise strategy & explore strategic relationships Change 2020 – 2026 +8.0% p.a. (avg.) (3) - 1.3 pp p.a. (avg.) 2021: 251 2022: 345 2023: 430 2024: 515 2025: 525 2026: 550 Driver Rent Same - Store Sales Growth COGS Efficiencies New store openings Context Δ ’ 19 - ‘2 0 : - 0.3 pp 2H20: +16% 1Q21: +43% Δ’ 19 - ‘ 20 : - 9.9 pp 600+ p.a. (1) 850+ p.a. (2) IMPORTANT REMINDER: All information, including any forward - looking statement, should be considered in light of and subject to slides 1 - 3 “Disclaimer and Risk Factors” - 1.1 pp p.a. (avg.)

29 04. Transaction Summary & Valuation Discussion

30 Transaction Overview Valuation • The transaction implies an enterprise value of $1.688 billion for Tims China Capital Structure • Existing Tims shareholders will “rollover” their equity into the post - closing company • Existing Tims shareholders will own ~80% of the pro forma equity Transaction Structure • Tims and Silver Crest Acquisition Corporation (NASDAQ: SLCR) will combine to become a publicly listed company • The transaction is expected to close in Q4 2021 • Post - closing , the company is expected to retain the Tims China name and its common stock is expected to be listed on Nasdaq • The transaction will provide growth capital to the company for future store development and, potentially, other growth investments IMPORTANT REMINDER: All information, including any forward - looking statement, should be considered in light of and subject to slides 1 - 3 “Disclaimer and Risk Factors”

31 Detailed Transaction Overview ____________________ Note: Excludes certain shares subject to future grant or forfeiture within 5 years of closing, as below: - 14.0 million shares to be granted to Existing Shareholders if, for any 20 trading days within any consecutive 30 trading day period, the market price of shares reaches $12.50 (50%, 7.0 million shares) and $15.00 (50%, 7.0 million shares); and - 1.4 million shares to be forfeited by Sponsor and cancelled if there are not 20 trading days within any consecutive 30 trading day period during which the market price of shares reaches $12.50 (50%, 0.7 million shares) and $15.00 (50%, 0.7 million shares) (1) Assumes no redemption of public shares (2) Excludes the impact of warrants and future management equity compensation (3) Assumes Tim Hortons China debt - free, cash - free at closing (4) Estimated transaction expenses of c.$30 million, exact amount to be finalized Existing Shareholders Rollover Equity 1,688 Cash Held in Trust (1) 345 Total 2,033 Equity Consideration to Tims Existing Shareholders 1,688 Cash to Balance Sheet 315 Estimated Transaction Expenses (4) 30 Total 2,033 Illustrative Pro Forma Capitalization (2) Illustrative Pro Forma Valuation Uses (US$mm) Shareholders Shares (mm) % Tims Existing Shareholders 168.8 80.2% SPAC Shareholders 34.5 16.4% Sponsor 7.2 3.4% Total 210.5 100.0% (US$mm) Share Price $10.00 (x) Pro Forma Shares Outstanding (1) (2) 210.5 Pro Forma Equity Value 2,105 Less: Assumed Pro Forma Net Cash (3) 315 Pro Forma Enterprise Value 1,790 Estimated Sources and Uses IMPORTANT REMINDER: All information, including any forward - looking statement, should be considered in light of and subject to slides 1 - 3 “Disclaimer and Risk Factors” 80.2% 16.4% 3.4% Tims Existing Shareholders SPAC Shareholders Sponsor Illustrative Pro Forma Ownership Sources (US$mm) $2.1bn PF Equity Value

32 Far Outpacing Peers in Near - Term Growth ____________________ Source: FactSet. Market data as of 10 - Jun - 2021 Notes: All financials are calendarized to Dec - 31. Projected figures (2021 - 2026 and onwards) based on Tims management estimates 104% 44% 41% 39% 33% 29% 27% 25% 24% 17% 12% 12% 10% 9% IMPORTANT REMINDER: All information, including any forward - looking statement, should be considered in light of and subject to slides 1 - 3 “Disclaimer and Risk Factors” India Median: 25% Revenue CAGR (2021 - 23E) Comparable High - Growth Foodservice & Retail Companies

33 Valued near Median of Peers for Near - Term Revenue 3.9x 13.0x 7.7x 7.1x 4.1x 4.0x 3.8x 3.6x 3.5x 3.4x 3.0x 2.5x 2.1x 2.0x IMPORTANT REMINDER: All information, including any forward - looking statement, should be considered in light of and subject to slides 1 - 3 “Disclaimer and Risk Factors” ____________________ Source: FactSet. Market data as of 10 - Jun - 2021 Notes: Refer to initial pre - transaction enterprise value of US$1.688 bn. All financials are calendarized to Dec - 31. Projected figures (2021 - 2026 and onwards) based on Tims management estimates All metrics reflect CY2023E unless otherwise specified Comparable High - Growth Foodservice & Retail Companies EV / Revenue Median: 3.6x India

34 Valued at a Steep Discount to Peers on Near - Term Growth 0.04 1.04 0.44 0.41 0.33 0.20 0.17 0.15 0.15 0.13 0.09 0.08 0.07 0.07 IMPORTANT REMINDER: All information, including any forward - looking statement, should be considered in light of and subject to slides 1 - 3 “Disclaimer and Risk Factors” EV / Revenue / Growth Median: 0.15 India All metrics reflect CY2023E unless otherwise specified Comparable High - Growth Foodservice & Retail Companies ____________________ Source: FactSet. Market data as of 10 - Jun - 2021 Notes: Refer to initial pre - transaction enterprise value of US$1.688 bn. All financials are calendarized to Dec - 31. Projected figures (2021 - 2026 and onwards) based on Tims management estimates

35 Tim Hortons China Priced at a Discount to Peers IMPORTANT REMINDER: All information, including any forward - looking statement, should be considered in light of and subject to slides 1 - 3 “Disclaimer and Risk Factors” A. Applies a range of 5.0x – 6.0x multiples to Tim Hortons China's 2026E Revenue to arrive at an Implied Future Enterprise Value. Range based on the median of the EV/CY2021E Revenue multiples of comparable companies (see chart below) B. The resulting Implied Future Enterprise Value is discounted back 5 years to arrive at an Implied Discounted Future Enterprise Value C. The Transaction Enterprise Value implies a ~48% discount to the mid - point of the Implied Discounted Future Enterprise Value range Summary of valuation approach US$1.688 bn US$3.6 bn US$7.2 bn US$3.0 bn US$6.0 bn ~74% Discount ~48% Discount A. Implied Future EV B. Implied Discounted Future EV C. Initial pre - transaction EV 5.0x – 6.0x 2026E Revenue 15% Discount Rate Implied EV Based on Comps' Current Valuation Valuation benchmarking - EV / CY2021E Revenue 16.4x 15.9x 9.8x 6.6x 6.0x 5.9x 5.8x 5.4x 5.0x 4.8x 4.4x 3.3x 2.5x Median: 5.8x India ____________________ Source: FactSet. Market data as of 10 - Jun - 2021 Notes: All financials are calendarized to Dec - 31. Projected figures (2021 - 2026 and onwards) based on Tims management estimates

Thank you! Thank you!

Standard Divider Page ; Appendix

38 Historical P&L and 5 - Year Outlook 2019A 2020A 2021E 2022E 2023E 2024E 2025E 2026E Key Financials (1) (USD mm) Revenue 7.5 32.2 105.0 247.1 435.9 661.7 922.6 1,195.0 Growth % 328.5% 225.7% 135.4% 76.4% 51.8% 39.4% 29.5% Adj Store EBITDA 0.1 1.6 5.7 22.3 53.4 98.6 157.3 229.0 Margin % 1.4% 4.9% 5.5% 9.0% 12.2% 14.9% 17.0% 19.2% Growth % 1,423.4% 260.5% 290.4% 139.0% 84.6% 59.5% 45.6% Adj Company EBITDA (8.0) (10.8) (14.8) (6.1) 15.7 48.4 96.8 157.1 Margin % (106.7%) (33.6%) (14.1%) (2.5%) 3.6% 7.3% 10.5% 13.1% Growth % nm nm nm nm 208.3% 99.9% 62.3% Operating Metrics No of Stores 34 137 388 733 1,163 1,678 2,203 2,753 Company Owned 31 128 372 697 1,097 1,572 2,047 2,522 Company Owned (excl. Tims Go) 31 116 305 555 855 1,205 1,555 1,905 Tims Go - 12 67 142 242 367 492 617 Franchise 3 9 16 36 66 106 156 231 IMPORTANT REMINDER: All information, including any forward - looking statement, should be considered in light of and subject to slides 1 - 3 “Disclaimer and Risk Factors” ____________________ Notes: USD/RMB = 6.3907 (as of 10 - Jun - 2021). Due to rounding, percentages may not precisely reflect the absolute figures. Historical figures based on or derived from management accounts and are subject to change following the PCAOB audit/review that will be conducted prior to filing any registration statement or proxy with the SEC. Projected figures (2021 - 2026 and onwards) based on Tims management estimates (1) Adjusted Company EBITDA is Company EBITDA excluding store pre - opening expenses & excess store labor for training

39 Consolidated Adjusted EBITDA Reconciliation (Annual) IMPORTANT REMINDER: All information, including any forward - looking statement, should be considered in light of and subject to slides 1 - 3 “Disclaimer and Risk Factors” ____________________ Notes: Historical figures based on or derived from management accounts and are subject to change following the PCAOB audit/review that will be conducted prior to filing any registration statement or proxy with the SEC. Projected figures (2021 - 2026 and onwards) based on Tims management estimates. The Non - GAAP financial information and data contained in this presentation has not been prepared in accordance with United States generally accepted accounting principles (“GAAP”). Management believe that the use of these non - GAAP financial measures provides an additional tool for investors to use in evaluating historical or projected operating results and trends in and in comparing Tim Hortons China’s financial measures with other similar companies. Management does not consider these non - GAAP measures in isolation or as an alternative to financial measures determined in accordance with GAAP

40 Consolidated Adjusted EBITDA Reconciliation (Quarterly) IMPORTANT REMINDER: All information, including any forward - looking statement, should be considered in light of and subject to slides 1 - 3 “Disclaimer and Risk Factors” ____________________ Notes: Historical figures based on or derived from management accounts and are subject to change following the PCAOB audit/review that will be conducted prior to filing any registration statement or proxy with the SEC. The Non - GAAP financial information and data contained in this presentation has not been prepared in accordance with United States generally accepted accounting principles (“GAAP”). Management believe that the use of these non - GAAP financial measures provides an additional tool for investors to use in evaluating historical or projected operating results and trends in and in comparing Tim Hortons China’s financial measures with other similar companies. Management does not consider these non - GAAP measures in isolation or as an alternative to financial measures determined in accordance with GAAP

41 A Unique Opportunity with No Direct Comparables India US coffee chain & high - growth foodservice China high - growth foodservice China high - growth consumer products & retail High - growth emerging markets QSR x Leading fast - growing brands x China foodservice focus x Tims coffee chain model is more scalable and digital x Industry leading growth x US QSR / chain food service x Significantly stronger China market fundamentals x High - growth emerging markets players x Relevant business models x Stronger China growth and Tims at hyper - growth stage x China consumer proxy x Growth leaders in sector x Coffee sector has less fashion and product risk

42 (RMB unless noted) Classic Tims Go Ticket Count (#) 300 150 Average Check 36 32 Annual Revenue ~4,000,000 ~1,750,000 Adj Store EBITDA Margin (%) 15 - 20% 20 - 25% Annual Adj Store EBITDA 600,000 - 800,000 350,000 - 440,000 Capex ~1,500,000 ~700,000 Payback Period (mos) ~20 - 30 ~18 - 24 Capex Reduction Capturing economies of scale Optimizing construction costs Optimizing store footprint Comp Sales Growth Building brand awareness Expanding daypart offerings Increasing visit frequency Operating Cost Reduction Improving lease terms Reducing supply costs Compelling Store Level Economics & Payback Periods Initial Target Parameters for Mature Stores IMPORTANT REMINDER: All information, including any forward - looking statement, should be considered in light of and subject to slides 1 - 3 “Disclaimer and Risk Factors” ____________________ Note: Historical figures based on or derived from management accounts and are subject to change following the PCAOB audit/review that will be conducted prior to filing any registration statement or proxy with the SEC. Projected figures (2021 - 2026 and onwards) based on Tims management estimates

43 Tim Hortons China Board of Directors Paul Hong Director Meizi Zhu Director 2 Tim Hortons China Eric Wu Director Ekrem Ozer Director Andrew Wehrley Director Peter Yu Chairman Gregory Armstrong Director

EX-99.2

Exhibit 99.2

Transcript of Tim Hortons China Investor Presentation Video

PARTICIPANTS

Liang (Leon) Meng, Chairman and Chief Executive Officer, Ascendent Capital Partners; Chairman, Silver Crest Acquisition Corporation

Peter Yu, Managing Partner, Cartesian Capital Group; Chairman, Tim Hortons China

Yongchen Lu, Chief Executive Officer, Tim Hortons China

Bin He, Chief Consumer Officer, Tim Hortons China

DISLAIMER AND RISK FACTORS

Female Speaker

The forward-looking statements in this presentation reflect Tim Hortons International Limited’s current view with respect to future events and financial performance. Actual results could differ substantially and materially from what Tim Hortons International Limited has projected. Forward-looking statements are inherently subject to risks, uncertainties and assumptions, and they are not guarantees of performance. You should not put undue reliance on these statements.

Such statements are made in good faith, pursuant to the Safe Harbor provisions of the Private Securities Litigation Reform Act of 1995. Please refer to the presentation Slides numbered 1 and 2 for certain disclaimers, and Slide 3 for certain risk factors that could affect the accuracy of our expectations or cause our future results to differ materially from those expectations.

Tim Hortons International Limited does not undertake to update forward-looking statements in this presentation, or with respect to matters described herein.

PRESENTATION

Leon Meng

I am Leon Meng, Chairman and CEO of Ascendent Capital Partners. We are an international private equity firm based in and focused on Greater China.

In January 2021, we established Silver Crest to partner with the emerging leaders in the high-growth tech-enabled consumer sector, leveraging our long and successful track record of investments in China. For decades, we have been very focused on providing strategic advice, enabling companies to improve operations and, in that process, creating new industry leaders.

ViaVid has made considerable efforts to provide an accurate transcription. There may be material errors, omissions, or inaccuracies in the reporting of the substance of the conference call. This transcript is being made available for information purposes only.

1-888-562-0262 1-604-929-1352 www.viavid.com

1 

Today, we’re very excited to introduce to you Tim Hortons China. It is a unique opportunity to tap into the phenomenal growth that we’re seeing in the Chinese coffee market. Tims China was founded by Cartesian Capital Group. It has decades of significant experience and an impressive track record in providing growth capital globally. In China specifically, they had tremendous success in nurturing and growing the Burger King China business into an established player.

And finally, we’re very pleased to have this opportunity to continue our partnership and collaboration with Sequoia and Tencent, who are the existing shareholders of Tims China.

With that, let me turn this over to Mr. Peter Yu, Managing Partner of Cartesian and Chairman of Tims China.

Peter Yu

Thank you, Leon.

At Cartesian, our passion is building businesses. And our latest and most exciting project is Tim Hortons China, taking that iconic international coffee and bakeshop into China, the world’s most compelling consumer market. Our project at Tims China is rooted in a long-standing partnership with RBI, Restaurant Brands International, which owns Burger King, Popeyes and Tim Hortons.

We were a financial sponsor bringing Burger King into China, growing from fewer than 60 restaurants to more than 1,200 in a few years. We’re drawing actively on that success, and about half of our leadership team worked together with us at Burger King China. Every successful business is backed by strong partnerships. Not only are we joined by RBI in Tims China, but also by Sequoia China and Tencent, two world-class collaborators.

Our vision at Tims is as simple as it is ambitious: to build the premier coffee and bakeshop in all of China, establishing a profitable network of more than 2,750 restaurants by 2026. Now, this goal is eminently achievable. First, because China is the fastest-growing coffee market in the world. Second, because of our demonstrated track record of growing Burger King China nearly 20 times. And third, because we’re off to a great start, having amassed a loyal following of more than three million members in a very short period of time.

But our focus is not simply growth but really profitable growth. And you can see our progress there already. In the first quarter of this year, we delivered same-store sale growth in excess of 40%. We have invested intentionally and intensively in technology to enable us to scale and support that continued expansion. Today, more than two-thirds of our orders are received digitally. All of this work shows up in our early results. At a store level, we have been EBITDA positive every month for the last 15 months.

China is the most compelling consumer market in the world, not just because of its size, but because it’s the most demanding, the most dynamic and the most digital. And to succeed in that environment, one needs a crystal clear philosophy, and ours is rooted on four fundamental cornerstones.

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First, true local relevance. We are an international brand, but we strive to understand and embrace what our guests like, want, and need.

Second, continuous innovation. In this market, we strive to stay top of mind through creative engagement and continuous creativity with our guests.

Third, genuine community. I always say that Tims is not about caffeine, it’s about connections. So we create physical spaces where our guests can relax with their families and friends, and digital spaces where they can connect to other members of the Tims community.

And lastly, in addition to localization, innovation, community, comes absolute convenience. We seek to serve our guests whenever and however they want us. We hope that our guests will stop by a Tims Go kiosk and pick up a coffee on the way to work. We hope that they will order lunch delivered to their office. And we hope they’ll stop by either our classic or our flagship cafes on the way home to relax.

Everything we do in building Tims is focused on these four cornerstones.

What’s important is not just what we do but how we do it, and two critical strands of DNA run through our corporate identity. And the first is world-class execution; the best strategy in the world is worthless without great execution. The second is data-driven decision-making. Every day, we consume a tremendous amount of data about our operations, about our guests, about their experience. We process those data in order to make better decisions every day, every week, every month, every year.

No two individuals embody that DNA better than my friends and colleagues, Yongchen Lu and Bin He. They were both part of our founding team, the driving force behind Burger King China. Yongchen was our Chief Financial Officer for many years and Bin was our Chief Marketing Officer at Burger King China. Today, they are the founders and formers of a tremendous team of professionals building Tims China, and no one better to tell you about how we take those four cornerstone principles and are building a world-class coffee and bakeshop in China.

Yongchen.

Yongchen Lu

Relevance starts with our people: the most amazing, committed, passionate professionals. We have more than 2,000 associates at the store level right now wearing China tailor-made uniforms. They live and love to serve our guests, passing our brand value of generosity, inclusiveness and humanity to our guests every day.

Our mission is to create a place where anyone can go at any time and feel at home.

Bin.

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Bin He

Relevance continues with our name. Tim Hortons has been a Canadian icon for more than 50 years. We created our own maple leaf Tims icon in bright-colored China red, one that is both easy to say and hard to miss on the street. This also shows the tremendous support we have received from our brand owner, RBI, in crafting a brand that is locally relevant.

We create products that are truly local, like what we did at Burger King China. For major cities, we have designed custom coffee products to capture the character of each of our home cities, such as Beijing Osmanthus flavored flat white with a design like the Peking Opera.

Peter Yu

This true localization, from our logo to our lunch menu, from the design of our stores to our digital identity, is what allows Tim to create so much familiarity and to grow so rapidly in the Chinese market.

Now, beyond localization, the second cornerstone of our philosophy is our focus on continuous innovation.

Yongchen Lu

It’s not just about being local; it’s about keeping our mindshare by continuously innovating. Every year we design and launch more than 30 new products - food and drink you’ll only find at Tims China.

Bin He

We also innovative classical products such as Timbits. Here’s the China secret: Timbits were changed to mochi holes, given original doughnut holes did not sell well in China. This face change makes Timbits an easier bite to reward myself in the afternoon and share with coworkers.

My personal favorite for the moment is Quartet latte with four layers of sensory experience. You can smell the fragrant coffee-flavored syrup, see the grinding of espresso beans, listen to chewy coffee jelly and taste the rich coffee cream. When I bite the pink Pop Rocks, it reminds me of childhood summer breeze.

Yongchen Lu

Innovation is not limited to our menu. It is throughout every aspect of Tims that spans the analog and digital world. We are a true data-driven organization, from the way we train our team to the way we maintain our inventory and ensure the safest food, from how our guests order to how they share their feedback. Our systems are integrated so that nobody is making decisions in a silo.

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Peter Yu

This level of innovation, both in the analog world of our products and the digital domain through our business intelligence systems drives not just our continued growth but also our expanding profitability.

Now beyond localization and continuous innovation, the third cornerstone of our practice is building a genuine community, and that’s where Bin, as our Chief Consumer Officer, truly excels.

Bin He

Building community is my personal favorite part of my job. Tims is a second home for our guests; whether ordering delivery to your desk, or relaxing in one of our coffeehouses, you’re part of Tims. You can see this in how our guests are constantly online sharing a little bit of Tims with their friends and family.

Last month, a friend of mine forwarded a photo of her friend enjoying Tims coffee bagel breakfast. I sent them a digital gift card, co-branding with cosmetic brand MAC. Three of us had a beautiful afternoon teatime with Tims’ peach coconut latte and wearing new lip color from MAC.

Yongchen Lu

We all live in multiple communities, and so we have reached out to a wide range of overlapping groups, from e-sports to foodies, from young shoppers to students. We build customized Tims experience in order to expand our community of guests. This also allows us to build a community even before we open a store, so when we do, we have a line around the block.

We recently opened the first store in the city of Ningbo, my hometown. Without exception, I was amazed that our first batch of loyal guests started to line up 12 hours before opening, and there were hundreds of guests lined up when the store opened.

Peter Yu

As we build such a large and vibrant community so rapidly, the fourth cornerstone becomes all the more critical. Beyond localization, continuous innovation and genuine community comes our need to provide absolute convenience, to deliver the highest quality food and beverage to all of our guests with the greatest of ease.

Yongchen Lu

To serve our booming community, we already have more than three million members, and we have three strategies.

First, our store network. We will have nearly 400 units by the end of this year, opening one every 36 hours. We have three complementary store formats: flagship, classic and Tims Go. Flagship is a key to brand building and buzz-creating. And classic provides the key brand experience. And Tims Go provides convenience in a smaller space, mainly for takeaway and delivery. Together, these drive traffic and create network effects.

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Second, mobile ordering. If you don’t have time to relax in our warm and comfortable café, you can order on your mobile phone in advance, skip the line and be on your way in seconds.

Third, delivery. More than one-third of our business is home or office delivery with our partners, including Meituan and Ele.me. This is the ultimate convenience, and we package our products well so customers receive them piping hot or ice cold, however they like. We are only two years old, but we can see that our loyal guests use each of these formats depending on their location and needs.

And that’s just what we want: to provide absolute convenience with these three strategies.

Peter Yu

To understand the dynamics driving our success, we start with the overall coffee opportunity in China. Having grown more than 30% a year for the past few years, there still is tremendous opportunity because the Chinese coffee market remains vastly underpenetrated, with consumption a mere fraction of other major markets, including Asian neighbors like Japan.

Now, to capture this opportunity, we begin by focusing on our key differentiators.

Yongchen Lu

Of course, many people from startups to Starbucks see this opportunity. I think our critical comparative advantages are digital. We know our guests live online, on their devices. We meet them there, and they meet each other there.

High-quality and fresh prepared food. Coffee is easy; great coffee is difficult. But what really makes Tims different is our ability to pair great coffee with high-quality, freshly prepared food for every part of the day.

Value for money. Tims is not luxury; it is a treat that our guests can enjoy three or four or five times a week. And we excel in value versus our competition.

Peter Yu

The Chinese consumer may be the most digital in the world. One of our core strategies and competencies is the myriad of ways that we are continually expanding our digital communities.

Bin.

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Bin He

We have built and continue to expand our presence across the digital ecosystem, from Weibo to WeChat, from Tmall to TikTok. Even before we open in a new city, we build connections spanning the digital and analog worlds. As Yongchen shared, a story about the Ningbo city opening earned 68 million media impressions within that day. We have one million followers on our brand’s WeChat platform, hundreds of thousands of notes and pictures on Dianping and Xiaohongshu endorsed by our influencers and their fans.

Yongchen Lu

We convert these connections into business, in part through our club. We delivered the same thing during my tenure at Burger King China. Today, its loyalty club counts over 50, five zero, million members. We started our Tims Club about two years ago at inception and already have more than three million members. Even with such a young program, our club builds loyalty and drives spend. Active members spend about 20% more at Tims after one year in the program.

Peter Yu

Far less glamorous than our digital strategies but no less important is building a robust, world-class supply chain. Drawing on our experience and our network from building Burger King China, Yongchen and the team have constructed a strong ecosystem that can support the needs of our rapidly growing store network.

Yongchen Lu

One of my personal passions is quality. And food quality begins with supply chain. Our team built a great and robust supply chain during my time at Burger King China. But I think our Tims supply chain is even stronger. We have world-class primary and secondary suppliers for each critical ingredient we use at the store level. And we have a real-time system that allows us to monitor and manage it, not just levels, but also quality and safety. We have protocols in place to immediately substitute challenged supplies with minimal impact on timing and margins.

Peter Yu

Building on our four cornerstones, these elements - our strategy, our digital capabilities and our robust supply chain - power our growth, enabling us to build more than 2,750 restaurants by 2026.

Yongchen Lu

A slope like this seems daunting, but it’s not. During my time at BK China, it rolled out at a similar pace, and that is a far more complex business model in terms of kitchen equipment, supply chain and site demands like the size, ventilation system and electricity. I have a world-class development team and we are well on track to open more than 250 units this year. We are ahead of the plan this year and have surpassed 200 stores on the first of June already.

Beyond that, we have more than 250 sites in process or in negotiation. We should end the year with at least 388 units, and that puts us solidly on track for more than 2,700 units in five years. Not only can we do it; we have done it and we’ll do it again, better and faster.

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Peter Yu

At Tims China, we have a great brand, a loyal and rapidly growing following and a proven strategy, but our most precious resource are our people. Two-thousand strong, they draw from different backgrounds and bring different experiences. But what they all have in common with Yongchen and Bin is an absolute commitment to world-class execution and data-driven decision-making. Together, they have the passion and commitment to make Tims the premier coffee and bakeshop in China.

Now, finally, a word about our financial trajectory. We plan to grow to more than 7 billion RMB by 2026 and drawing on network effects, scale economies and synergies to expand our margins to more than 19% in that same year. But there is so much more room to grow. In this, the most compelling consumer market in the world, we can add more units, we can grow more revenue and we can expand our margins.

So I do hope, on behalf of the entire team, that you’ll join us as an investor, or at least as a guest. Thank you.

Leon Meng

来一杯 Tims，在中国享受美好的咖啡！

[Chinese spoken: Lai Yi Bei Tims, zai Zhong Guo Xiang Shou Mei Hao De Ka Fei.
Translation to English is said by Leon:]

Grab a cup of Tims. Enjoy good coffee in China.

Yongchen Lu

欢迎来到 Tims 中国

[Chinese spoken: Huan Ying Lai Dao Tims Zhong Guo
Translation to English is said by Bin:]

Bin He

Welcome to Tims China.

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Additional Information and Where to Find It

This document relates to a proposed transaction between Silver Crest and THIL. This document does not constitute an offer to sell or exchange, or the solicitation of an offer to buy or exchange, any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, sale or exchange would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. Silver Crest and THIL intend to file a joint proxy statement/prospectus on Form F-4 with the U.S. Securities and Exchange Commission (the “SEC”), which will include a document that serves as a proxy statement of Silver Crest. The proxy statement/prospectus will be sent to all Silver Crest shareholders. Silver Crest also will file other documents regarding the proposed transaction with the SEC. Before making any voting decision, investors and security holders of Silver Crest are urged to read the registration statement, the proxy statement/prospectus and all other relevant documents filed or that will be filed with the SEC in connection with the proposed transaction as they become available because they will contain important information about the proposed transaction.

Investors and security holders will be able to obtain free copies of the registration statement, the proxy statement/prospectus and all other relevant documents filed or that will be filed with the SEC by Silver Crest through the website maintained by the SEC at www.sec.gov.

The documents filed by Silver Crest with the SEC also may be obtained free of charge upon written request to Suite 3501, 35/F, Jardine House, 1 Connaught Place, Central, Hong Kong.

Participants in Solicitation

Silver Crest and its directors and executive officers may be deemed to be participants in the solicitation of proxies from Silver Crest's shareholders in connection with the proposed transaction. A list of the names of directors and executive officers of Silver Crest and information regarding their interests in the business combination will be contained in the proxy statement/prospectus when available. You may obtain free copies of these documents as described in the preceding paragraph.

No Offer or Solicitation

This document is for informational purposes only and is neither an offer to purchase, nor a solicitation of an offer to sell, subscribe for or buy any securities or the solicitation of any vote in any jurisdiction pursuant to the proposed transactions or otherwise, nor shall there be any sale, issuance or transfer or securities in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act.

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EX-99.3

Exhibit 99.3

August 2021 Data Protection Protocols & Compliance Tim Hortons China

Background : • On July 10, 2021, the Office of the Central Cyberspace Affairs Commission and the Office of Cybersecurity Review under the Cyberspace Administration of China (“CAC”) released a discussion draft of the amendment to the Cybersecurity Review Measures (“New Rules”). The Draft extends the scope of cybersecurity reviews to data processors engaging in data processing activitie s t hat affect or may affect national security, including listing in a foreign country. Company’s Position & Initial Response : • TH International Limited (“Tims”) and its shareholders respect the jurisdiction and authority of CAC and other regulators, an d s hare the regulators’ commitment to safeguarding personal data. • To that end, Tims has determined that, prior to its listing on Nasdaq, it will transfer control and possession of personal da ta of Tims’ guests to a new company (“NewCo”) formed locally in China. NewCo will: - be jointly owned by a Chinese citizen resident in China; - have minimal overlap with Tims in terms of governance and management; - not be part of or owned by Tims or any listed company; - not use guest information for any purpose other than, in compliance with law and policy, supporting Tims; - be under a long - term contract with Tims, and not serve any other clients; - not be profit making (with verification authority held and exercised by Tims); and - be subject to general audit and data security verification by the relevant Chinese regulators (as would be any similarly situ ate d Chinese company). Commentary : • Tims and its shareholders believe that the creation and operation of NewCo addresses CAC’s valid concerns under the New Rules . Tims will advise CAC (and, as appropriate, other regulators) of the plans and operation of NewCo and fully appreciates that T ims ’ and NewCo’s operations remain subject to review by CAC and other regulators. 1 Data Protection Protocols & Compliance