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Apollo Future Mobility Group Limited AGM Information 2020

Feb 17, 2020

49519_rns_2020-02-17_20a22a7a-06c8-4100-98a9-765029311dac.pdf

AGM Information

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Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, 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 announcement.

This announcement is for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for shares.

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

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that the Extraordinary General Meeting of WE Solutions Limited (the ‘‘Company’’) will be held at 11:00 a.m. on Thursday, 12 March 2020 at Units 301 and 302, Third Floor, Building 22E, Phase Three, Hong Kong Science Park, Pak Shek Kok, New Territories, Hong Kong, for the purposes of considering and, if thought fit, passing (with or without amendments) the following resolutions of the Company:

ORDINARY RESOLUTIONS

  1. ‘‘THAT subject to the passing of ordinary resolution numbered 3 herein:

  2. (a) the sale and purchase agreement dated 16 May 2019 (as amended and supplemented by the supplemental agreement dated 15 August 2019 and the second supplemental agreement dated 3 January 2020) (the ‘‘Agreement’’) and entered into between, among others, the Company and Ideal Team Ventures Limited (the ‘‘Vendor’’) (copy of the Agreement is tabled at the meeting and marked ‘‘A’’ and signed by the chairman of the meeting for identification purpose) pursuant to which, among others, the Company has conditionally agreed to acquire and the Vendor has conditionally agreed to sell, 20,051 issued ordinary shares of Sino Partner Global Limited (the ‘‘Target Company’’), representing

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approximately 86.06% of the total issued share capital of the Target Company (the ‘‘Acquisition’’), and the transactions contemplated thereunder be and are hereby approved, confirmed and ratified; and

  • ‘‘ ’’

  • (b) any one director of the Company (the Director(s) ) be and is hereby authorised to, on behalf of the Company, do all such acts and sign, seal, execute and deliver all such documents and take all such actions as he may consider necessary or desirable for the purpose of or in connection with or to give effect to the Agreement and the transactions contemplated thereunder;

  • To re-elect Mr. Charles Matthew Pecot III as an independent non-executive director of the Company; and

  • ‘‘THAT subject to the passing of ordinary resolution numbered 1 herein and the Listing Committee to The Stock Exchange of Hong Kong Limited having granted the listing of, and permission to deal in the Consideration Shares (as defined below), the Directors be and are hereby granted a specific mandate (the ‘‘Specific Mandate’’) which shall entitle the Directors to exercise all the powers of the Company to (i) allot and issue up to 1,655,232,000 new ordinary shares of the Company (the ‘‘Consideration Shares’’) at the subscription price of HK$0.52 per Consideration Share to the Vendor as part of the consideration for the Acquisition subject to the terms and conditions of the Agreement, where such Consideration Shares shall rank pari passu in all respects with the other ordinary shares of the Company in issue or to be issued by the Company on or prior to the date of allotment of the Consideration Shares; and (ii) credit the Consideration Shares as fully paid and register the Consideration Shares in the name of the Vendor on the Hong Kong branch register of members of the Company subject to the terms and conditions of the Agreement, provided that the Specific Mandate shall be in addition to, and shall not prejudice nor revoke, any general or specific mandate(s) which has/have been granted or may from time to time be granted to the Directors prior to the passing of this resolution.’’

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SPECIAL RESOLUTION

  1. ‘‘THAT subject to the passing of ordinary resolution numbered 1 herein and the approval of the Registrar of Companies in the Cayman Islands having been obtained, the English name of the Company be changed from ‘‘WE Solutions Limited’’ to ‘‘Apollo Future Mobility Group Limited’’, and that any one or more of the Directors or the company secretary of the Company be and is/are hereby authorised to do all such acts, deeds and things and execute all such documents and make all such arrangements as he/they may consider necessary, desirable or expedient for the purpose of, or in connection with, the implementation of and giving effect to the above proposed change of company name and to attend to any necessary registration and/or filing for and on behalf of the Company.’’

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

Hong Kong, 18 February 2020

Registered Office: Head office and principal place of Cricket Square business in Hong Kong: Hutchins Drive Units 301 and 302, Third Floor P.O. Box 2681 Building 22E, Phase Three Grand Cayman, KY1-1111 Hong Kong Science Park Cayman Islands Pak Shek Kok New Territories Hong Kong

As at the date of this announcement, the Board comprises two executive Directors, namely Mr. Ho King Fung, Eric (Chairman) and Mr. Sung Kin Man; one non-executive Director, namely Mr. Zhang Jinbing (Co-Chairman); and four independent non-executive Directors, namely Mr. Tam Ping Kuen, Daniel, Mr. Teoh Chun Ming, Mr. Peter Edward Jackson and Mr. Charles Matthew Pecot III.

Notes:

  • (1) A member of the Company entitled to attend and vote at the aforesaid meeting is entitled to appoint one or (if he holds two or more shares) more proxies to attend and vote in his stead. A proxy need not be a member of the Company.

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  • (2) To be valid, the form of proxy together with any power of attorney or other authority (if any) under which it is signed or a notarially certified copy of that power of attorney or authority must be deposited with the Hong Kong branch share registrar of the Company, Tricor Tengis Limited at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong, not less than 48 hours before the time fixed for holding the meeting or any adjournment thereof.

  • (3) Completion and return of the form of proxy will not preclude members from attending and voting in person at the aforesaid meeting.

  • (4) A form of proxy must be signed by you or your attorney duly authorized in writing or, in the case of a corporation, must be either executed under its common seal or under the hand of an officer or attorney duly authorized to sign the same.

  • (5) In the case of joint holders of any shares, any one of such joint holders may vote at the aforesaid meeting, either personally or by proxy, in respect of such shares as if he were solely entitled thereto. However, if more than one of such joint holders is present at the aforesaid meeting, either personally or by proxy, the vote of the joint holder whose name stands first in the register of members of the Company and who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of the other joint holder(s).

  • (6) The register of members of the Company will be closed from Friday, 6 March 2020 to Thursday, 12 March 2020 (both days inclusive) for the purpose of determining entitlement of the shareholders of the Company to attend and vote at the aforesaid meeting, during which period no transfer of shares in the Company will be effected. In order to qualify for attending and voting at the aforesaid meeting, all transfers of shares accompanied by the relevant share certificates must be lodged with the Hong Kong branch share registrar of the Company, Tricor Tengis Limited at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong, for registration no later than 4:30 p.m. on Thursday, 5 March 2020.

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