Apollo Future Mobility Group Limited — AGM Information 2019

Mar 4, 2019

THIS SUPPLEMENTAL CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in doubt as to any aspect of this supplemental circular or as to the action to be taken, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in WE Solutions Limited, you should at once hand this supplemental circular and the accompanying second form of proxy to the purchaser or the transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this supplemental circular, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this supplemental circular.

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(Incorporated in the Cayman Islands with limited liability) (Stock code: 860)

SUPPLEMENTAL CIRCULAR IN RELATION TO THE RE-ELECTION OF A DIRECTOR AT THE ANNUAL GENERAL MEETING AND

SUPPLEMENTAL NOTICE OF ANNUAL GENERAL MEETING

This supplemental circular should be read together with the circular of the Company dated 31 January 2019 and the notice convening an annual general meeting of the Company to be held at 11:00 a.m. on Thursday, 21 March 2019 at 8/F., Building 22E, Phase Three, Hong Kong Science Park, Pak Shek Kok, New Territories, Hong Kong. A supplemental notice of the 2019 AGM is set out on page 5 of this supplemental circular. A second form of proxy (the ‘‘Second Proxy Form’’) is also enclosed with this supplemental circular.

Whether or not you are able to attend the 2019 AGM, you are requested to complete the Second Proxy Form in accordance with the instructions printed thereon and return the same to the Company’s branch share registrar in Hong Kong, Tricor Tengis Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding the 2019 AGM or any adjourned meeting thereof. Completion and return of the Second Proxy Form will not preclude you from subsequently attending and voting in person at the 2019 AGM or any adjournment thereof if you so wish.

5 March 2019

CONTENTS

	Page
LETTER FROM THE BOARD
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Re-election of Director . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	2
Supplemental Notice of Annual General Meeting and Second Proxy Form . . . . . . . . .	3
Voting by way of Poll . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
SUPPLEMENTAL NOTICE OF ANNUAL GENERAL MEETING . . . . . . . . . . . . . . . . .	5

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LETTER FROM THE BOARD

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(Incorporated in the Cayman Islands with limited liability) (Stock code: 860)

Executive Directors: Mr. Ho King Fung, Eric (Chairman) Mr. Sung Kin Man (Chief executive officer)

Non-executive Director:

Mr. Zhang Jinbing (Co-Chairman)

Independent non-executive Directors: Mr. Tam Ping Kuen, Daniel Mr. Teoh Chun Ming Mr. Peter Edward Jackson

Registered office: Cricket Square Hutchins Drive P.O. Box 2681 Grand Cayman KY1-1111 Cayman Islands

Head office and principal place of business in Hong Kong: Units 301 and 302 Third Floor, Building 22E Phase Three Hong Kong Science Park Pak Shek Kok New Territories Hong Kong

5 March 2019

To the Shareholders

Dear Sir or Madam,

SUPPLEMENTAL CIRCULAR

IN RELATION TO THE RE-ELECTION OF A DIRECTOR AT THE ANNUAL GENERAL MEETING AND

SUPPLEMENTAL NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

This supplemental circular should be read together with the circular of the Company dated 31 January 2019 (the ‘‘Circular’’) which contains, inter alia, the notice of the 2019 AGM (the ‘‘Original Notice’’). Unless otherwise defined, capitalised terms used in this supplemental circular shall have the same meanings as those defined in the Circular.

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LETTER FROM THE BOARD

The purpose of this supplemental circular is to provide you with further information relating to the resolution to approve the re-election of an additional Director who was appointed after the Latest Practicable Date and accordingly will retire at the 2019 AGM pursuant to the Articles, and to give you a supplemental notice of the 2019 AGM and the Second Proxy Form.

RE-ELECTION OF DIRECTOR

Subsequent to the Latest Practicable Date and as disclosed in the announcement of the Company dated 31 January 2019 in relation to, among other things, the change of executive Director and chief executive officer of the Company, Mr. Sung Kin Man (‘‘Mr. Sung’’) was appointed as an executive Director and the chief executive officer of the Company with effect from 1 February 2019. According to article 112 of the Articles, any Director appointed to fill a casual vacancy on the Board shall hold office only until the next following general meeting of the Company and shall then be eligible for re-election at that meeting. Accordingly, Mr. Sung shall retire from office as a Director at the 2019 AGM and he, being eligible, offers himself for re-election. Mr. Sung will be subject to retirement by rotation and re-election at the annual general meetings of the Company at least once every three years.

The biographical details of Mr. Sung are set out below:

Mr. Sung, aged 47, was appointed as an executive Director, the chief executive officer of the Company, the chairman of the the corporate governance committee and a member of the investment committee of the Company with effect from 1 February 2019. He joined the Company as the chief strategy officer of the Company on 1 January 2019 and ceased to be the chief strategy officer of the Company with effect from 1 February 2019. He graduated from the University of Southern California and obtained a Bachelor’s Degree of Science in Business Administration majoring in finance and minoring in marketing. Mr. Sung has been working in the finance industry and international capital markets in Hong Kong and other parts of Asia since 1994. He has extensive management experience and was an executive director of UBS Securities Asia Ltd., responsible for business in Greater China. He was also a director of the Global Equity Division of Merrill Lynch Asia Inc. from 2005 to 2007. Mr. Sung was an executive director and the chief executive officer of Sino Prosper (Group) Holdings Limited (stock code: 766), a company listed on the Main Board of the Stock Exchange, from November 2009 to March 2015, and was an executive director of China Netcom Technology Holdings Limited (stock code: 8071), a company listed on the GEM Board of the Stock Exchange, from May 2014 to March 2015. Mr. Sung served as an executive director and the chief executive officer of China Silver Group Limited (stock code: 815), a company listed on the Main Board of the Stock Exchange during the period from April 2015 to December 2018.

Mr. Sung has entered into an employment contract as an executive Director and the chief executive officer of the Company with the Company commencing from 1 February 2019 without specific term. The employment contract can be terminated by either party by serving seven days notice in writing during the probation period of three months, or by three months notice in writing after the probation period. Under the employment contract, he is entitled to a monthly salary of HK$250,000 (which may be adjusted up to HK$350,000 per month subject to a performance target being met) and a discretionary bonus as may be decided by the Board.

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LETTER FROM THE BOARD

Mr. Sung’s remuneration has been and will be determined by reference to his experience, qualification, duties and responsibilities in the Company and the prevailing market rate and (in the case of discretionary bonus) his performance for the year. Mr. Sung’s remuneration will be subject to review by the remuneration committee of the Company and the Board from time to time.

Mr. Sung does not have any relationship with any other Directors, senior management or substantial or controlling shareholders (each as defined in the Listing Rules) of the Company. Save as disclosed above, Mr. Sung has not held any other directorships in any public companies the securities of which are listed on any securities market in Hong Kong or overseas in the three years prior to 27 February 2019, being the latest practicable date before the printing of this supplemental circular for ascertaining certain information for the purpose of inclusion in this supplemental circular (the ‘‘Supplemental Circular Latest Practicable Date’’).

As at the Supplemental Circular Latest Practicable Date, Mr. Sung does not have any interest in the Shares within the meaning of Part XV of the SFO.

Save as disclosed above, there are no other matters in connection with the proposed reelection of Mr. Sung as a Director that need to be brought to the attention of the Shareholders nor is there any other information relating thereto that is required to be disclosed pursuant to Rule 13.51(2) of the Listing Rules.

SUPPLEMENTAL NOTICE OF ANNUAL GENERAL MEETING AND SECOND PROXY FORM

Since the Original Notice and the form of proxy (the ‘‘First Proxy Form’’) sent together with the Circular do not contain the proposed resolution in relation to the re-election of Mr. Sung as a Director as set out in this supplemental circular, a supplemental notice of the 2019 AGM is set out on page 5 of this supplemental circular and the Second Proxy Form is enclosed with this supplemental circular to include such proposed resolution.

Whether or not you are able to attend the 2019 AGM, you are requested to complete the Second Proxy Form in accordance with the instructions printed thereon and return to same to the Company’s branch share registrar in Hong Kong, Tricor Tengis Limited (the ‘‘Share Registrar’’) at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding the 2019 AGM or any adjourned meeting thereof (the ‘‘Closing Time’’). Completion and return of the Second Proxy Form will not preclude you from subsequently attending and voting in person at the 2019 AGM or any adjournment thereof if you so wish.

A Shareholder who has not yet lodged the First Proxy Form with the Share Registrar is requested to lodge the Second Proxy Form if he/she wishes to appoint proxy(ies) to attend the 2019 AGM on his/her behalf. In this case, the First Proxy Form should not be lodged with the Share Registrar.

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LETTER FROM THE BOARD

A Shareholder who has already lodged the First Proxy Form with the Share Registrar should note that:

• (i) subject to (iii) below, if no Second Proxy Form is lodged with the Share Registrar, the First Proxy Form will be treated as a valid form of proxy lodged by him/her if correctly completed. The proxy so appointed by the Shareholder shall be required to vote in such manner as he/she may be directed under the First Proxy Form and, in respect of the resolution for the proposed re-election of Mr. Sung as a Director as set out in the supplemental notice of the 2019 AGM and the Second Proxy Form, the proxy will be entitled to vote at his/her discretion or to abstain from voting on such resolution.

• (ii) if the Second Proxy Form is lodged with the Share Registrar before the Closing Time, the Second Proxy Form will revoke and supersede the First Proxy Form previously lodged by him/her. The Second Proxy Form will be treated as a valid form of proxy lodged by the Shareholder if correctly completed.

• (iii) if the Second Proxy Form is lodged with the Share Registrar after the Closing Time, the Second Proxy Form will be invalid. However, it will revoke the First Proxy Form previously lodged by the Shareholder, and any vote that may be cast by the purported proxy (whether appointed under the First Proxy Form or the Second Proxy Form) will not be counted in any poll which will be taken on the proposed resolutions. Accordingly, the Shareholders are advised not to lodge the Second Proxy Form after the Closing Time. If the Shareholders wish to vote at the 2019 AGM, they will have to attend in person and vote at the 2019 AGM themselves.

VOTING BY WAY OF POLL

Pursuant to Rule 13.39(4) of the Listing Rules, the vote of the Shareholders at the 2019 AGM will be taken by poll and a scrutineer will be appointed by the Company for vote taking at the 2019 AGM.

RECOMMENDATION

In addition to the recommendation contained in the Circular, the Directors believe that the proposed re-election of Mr. Sung as a Director as set out in this supplemental circular is in the best interests of the Company and the Shareholders as a whole and recommend you to vote in favour of all resolutions to be proposed at the 2019 AGM.

Shareholders are advised to read this supplemental circular together with the Circular for information relating to the voting arrangement.

Yours faithfully, By order of the Board WE Solutions Limited Ho King Fung, Eric Chairman

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SUPPLEMENTAL NOTICE OF ANNUAL GENERAL MEETING

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(Incorporated in the Cayman Islands with limited liability)

(Stock code: 860)

SUPPLEMENTAL NOTICE OF ANNUAL GENERAL MEETING

Reference is made to the notice of annual general meeting (the ‘‘Original Notice’’) of WE Solutions Limited (the ‘‘Company’’) dated 31 January 2019, by which the Company convenes an annual general meeting to be held at 11:00 a.m. on Thursday, 21 March 2019 at 8/F., Building 22E, Phase Three, Hong Kong Science Park, Pak Shek Kok, New Territories, Hong Kong, (the ‘‘2019 AGM’’) and this supplemental notice shall be read together with the Original Notice.

SUPPLEMENTAL NOTICE IS HEREBY GIVEN that the 2019 AGM will be held as originally scheduled. In addition to the resolutions set out in the Original Notice, the 2019 AGM will be held to consider and, if thought fit, pass the following resolution:

ORDINARY RESOLUTION

• 7 ‘‘To re-elect Mr. Sung Kin Man as a director of the Company.’’

By order of the Board WE Solutions Limited Ho King Fung, Eric Chairman

Hong Kong, 5 March 2019

Notes:

(1) A second form of proxy (the ‘‘Second Proxy Form’’) containing the ordinary resolution numbered 7 is enclosed with the supplemental circular of the Company dated 5 March 2019 (the ‘‘Supplemental Circular’’). Please refer to the section headed ‘‘Supplemental Notice of Annual General Meeting and Second Proxy Form’’ on pages 3 to 4 of the Supplemental Circular for arrangements on the completion and submission of the Second Proxy Form.

• (2) Please refer to the Original Notice for details of the other ordinary resolutions to be considered at the 2019 AGM, closure of the register of members of the Company and eligibility for attending the 2019 AGM, proxy and other relevant matters.

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