Apollo Future Mobility Group Limited — AGM Information 2022

Jan 27, 2022

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in doubt as to any aspect of this 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 Apollo Future Mobility Group Limited, you should at once hand this circular and the accompanying 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 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 circular.

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(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 860)

(1) PROPOSED GRANT OF GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES,

(2) PROPOSED RE-ELECTION OF RETIRING DIRECTORS (3) PROPOSED INCREASE IN AUTHORISED SHARE CAPITAL AND

(4) NOTICE OF ANNUAL GENERAL MEETING

A letter from the Board of the Company is set out on pages 5 to 15 of this circular. A notice convening the 2022 AGM of the Company to be held at 11:00 a.m. on Thursday, 10 March 2022 at Units 2001–2002, 20/F, Li Po Chun Chambers, 189 Des Voeux Road Central, Sheung Wan, Hong Kong, is set out on pages 19 to 23 of this circular.

AcompleteCentre,form 183oftheproxyQueenform for’ofs Roadproxythe 2022East,and AGMreturnHong Kongistheenclosedsamein accordanceto thewithCompanythiswithcircular.’thes branchinstructionsWhethershare orregistrarprintednot youthereonin Hongare ableasKong,soonto attendTricoras possibletheTengis2022andLimitedinAGM,any ateventyouLevelarenot54,requestedlessHopewellthan 48to hours before the time appointed for holding the 2022 AGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from subsequently attending and voting in person at the 2022 AGM or any adjournment thereof if you so wish.

PRECAUTIONARY MEASURES FOR THE 2022 AGM

Please see pages 3 to 4 of this circular for measures being taken to try to prevent and control the spread of the novel coronavirus (COVID-19) at the 2022 AGM, including:

. compulsory temperature checks and health declaration . recommended wearing of surgical face masks . no distribution of corporate gifts and refreshments . appropriate distancing and spacing in line with the guidance from the Hong Kong Government will be maintained and as such, the Company may limit the number of attendees at the 2022 AGM as may be necessary to avoid over-crowding

Any person who does not comply with the precautionary measures or is subject to any Hong Kong Government prescribed quarantine may be denied entry into the 2022 AGM venue. In order to facilitate the prevention and control of the novel coronavirus (COVID-19), and to safeguard the health and safety of attending shareholders, the Company encourages shareholders to consider NOT to attend the 2022 AGM in person, and suggests Shareholders to appoint the chairman of the 2022 AGM as their proxy to vote on the relevant resolutions at the 2022 AGM as an alternative to attending the 2022 AGM in person.

Subject to the development of COVID-19, the Company may implement further changes and precautionary measures and may issue further announcement on such measures as appropriate.

28 January 2022

CONTENTS

		Page
DEFINITIONS . . . . . . . . . . . . . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
PRECAUTIONARY MEASURES FOR THE 2022 AGM . . . . . . . . . . . . . . . . . . . . . . . . . . . .		3
LETTER FROM THE BOARD
Introduction . . . . . . . . . . . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
The Issue Mandate . . . . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
The Repurchase Mandate	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Re-election of Directors .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Proposed Increase in Authorised Share Capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		13
2022 AGM and Actions to	be Taken . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	14
Closure of Register of Members . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		14
Voting by way of Poll . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	14
Recommendation . . . . . . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	14
Responsibility Statement	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	15
Further Information . . . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	15
APPENDIX I — EXPLANATORY STATEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		16
NOTICE OF ANNUAL GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		19

– i –

DEFINITIONS

In this circular, unless the context otherwise requires, the following expressions have the following meanings:

• ‘‘2022 AGM’’ the annual general meeting of the Company to be held at 11:00 a.m. on Thursday, 10 March 2022 at Units 2001– 2002, 20/F, Li Po Chun Chambers, 189 Des Voeux Road Central, Sheung Wan, Hong Kong and the notice of which is set out in this circular

• ‘‘Articles’’ the articles of association of the Company

• ‘‘Board’’ the board of Directors

• ‘‘Company’’ Apollo Future Mobility Group Limited, a company incorporated in the Cayman Islands with limited liability and the Shares of which are listed on the Stock Exchange (stock code: 860)

• ‘‘Directors’’ the directors of the Company

• ‘‘Group’’ the Company and its subsidiaries

• ‘‘HK$’’ Hong Kong dollars, the lawful currency of Hong Kong

• ‘‘Hong Kong’’ the Hong Kong Special Administrative Region of the People’s Republic of China

• ‘‘Issue Mandate’’ a general mandate proposed to be granted to the Directors to exercise the power of the Company to allot, issue and deal with new Shares not exceeding 20% of the aggregate nominal amount of the issued share capital of the Company as set out in the notice of the 2022 AGM

• ‘‘Latest Practicable Date’’ 21 January 2022, being the latest practicable date before the printing of this circular for ascertaining certain information for the purpose of inclusion in this circular

• ‘‘Listing Rules’’ The Rules Governing the Listing of Securities on the Stock Exchange

• ‘‘Ordinary Resolution(s)’’ the proposed ordinary resolution(s) as referred to in the notice of the 2022 AGM

• ‘‘Repurchase Mandate’’ a general mandate proposed to be granted to the Directors to exercise the power of the Company to repurchase Shares not exceeding 10% of the aggregate nominal amount of the issued share capital of the Company as set out in the notice of the 2022 AGM

– 1 –

DEFINITIONS

‘‘SFO’’

the Securities Future Ordinance (Chapter 571 of the Laws of Hong Kong)

‘‘Share(s)’’ ordinary share(s) of nominal value of HK$0.1 each in the share capital of the Company

‘‘Share Option(s)’’ share option(s) to subscribe for Share(s) granted and to be granted under the Share Option Scheme

• ‘‘Share Option Scheme’’ the share option scheme adopted by the Company on 1 March 2013

• ‘‘Shareholder(s)’’ holder(s) for the time being of the Share(s)

• ‘‘Stock Exchange’’ The Stock Exchange of Hong Kong Limited

• ‘‘Takeovers Code’’ The Codes on Takeovers and Mergers and Share Buy-backs

‘‘%’’ per cent.

– 2 –

PRECAUTIONARY MEASURES FOR THE 2022 AGM

PRECAUTIONARY MEASURES FOR THE 2022 AGM

The health of the Shareholders, staff and stakeholders is of paramount importance to the Company. In view of the ongoing Novel Coronavirus (COVID-19) pandemic, the Company will implement the following precautionary measures at the 2022 AGM to protect attending Shareholders, staff and stakeholders from the risk of infection:

• (i) compulsory body temperature checks will be conducted for every Shareholder, proxy or other attendee at each entrance of the 2022 AGM venue. Any person with a body temperature of over 37.4 degrees Celsius may be denied entry into the 2022 AGM venue or be required to leave the 2022 AGM venue;

• (ii) the Company encourages each attendee to wear a surgical face mask throughout the 2022 AGM and inside the 2022 AGM venue, and to maintain a safe distance between seats;

• (iii) no refreshment will be served, and there will be no corporate gift;

• (iv) each attendee may be asked whether (a) he/she has traveled outside of Hong Kong within the 14-day period immediately before the date of the 2022 AGM; and (b) he/ she is subject to any Hong Kong Government prescribed quarantine. Anyone who responds in the affirmative in respect of any of these questions may be denied entry into the 2022 AGM venue or be required to leave the 2022 AGM venue; and

• (v) appropriate distancing and spacing in line with the guidance from the Hong Kong Government will maintained and as such, the Company may limit the number of attendees at the 2022 AGM as may be necessary to avoid over-crowding.

In addition, the Company reminds all Shareholders that physical attendance in person at the 2022 AGM is not necessary for the purpose of exercising voting rights. The Company encourages Shareholders NOT to attend the 2022 AGM in person, and suggests Shareholders to appoint the chairman of the 2022 AGM as their proxy to vote on the relevant resolution(s) at the 2022 AGM instead of attending the 2022 AGM in person, by completing and returning the proxy form attached to this circular.

The form of proxy must be deposited together with a power of attorney or other authority, if any, under which it is signed or a notarially certified copy of that power or authority, at the office of the Company’s share registrar, Tricor Tengis Limited, at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong not less than 48 hours before the time for holding the 2022 AGM or any adjournment thereof (as the case may be). In calculating the aforementioned notice period, no account is to be taken of any part of a day that is a public holiday.

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PRECAUTIONARY MEASURES FOR THE 2022 AGM

If any Shareholder chooses not to attend the 2022 AGM in person but has any question about any resolution or about the Company, or has any matter for communication with the Board, he/she is welcome to send such question or matter in writing to the registered office of the Company or to the email of the share registrar of the Company at is-enquiries@hk.tricorglobal.com. If any Shareholder has any question relating to the 2022 AGM, please contact Tricor Tengis Limited, the Company’s share registrar as follows:

Tricor Tengis Limited Level 54, Hopewell Centre 183 Queen’s Road East, Hong Kong Email: is-enquiries@hk.tricorglobal.com HK Tel: (852) 2980 1333 Fax: (852) 2810 8185

Subject to the development of COVID-19, the Company may implement further changes and precautionary measures and may issue further announcement on such measures as appropriate.

– 4 –

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. Joseph Lee (Vice Chairman) Mr. Sung Kin Man (Chief executive officer) Mr. Mirko Konta

Non-executive Director: Mr. Freeman Hui Shen

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

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 2001–2002 20/F, Li Po Chun Chambers 189 Des Voeux Road Central Sheung Wan Hong Kong

28 January 2022

To the Shareholders

Dear Sir or Madam,

(1) PROPOSED GRANT OF GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES,

(2) PROPOSED RE-ELECTION OF RETIRING DIRECTORS (3) PROPOSED INCREASE IN AUTHORISED SHARE CAPITAL AND

(4) NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

At the 2022 AGM, the Ordinary Resolutions will be proposed to seek the Shareholders’ approval for, among other things, (i) the proposed grant of general mandates to issue and repurchase shares; (ii) the proposed re-election of retiring Directors ; and (iii) the proposed increase in authorised share capital of the Company. The purpose of this circular is to provide you with the necessary information on these issues and the related Ordinary Resolutions to be proposed at the 2022 AGM.

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LETTER FROM THE BOARD

THE ISSUE MANDATE

The Company’s existing mandate to allot and issue Shares was approved by the Shareholders at the annual general meeting of the Company held on 19 March 2021. Unless otherwise renewed, the existing mandate to allot and issue Shares will lapse at the conclusion of the 2022 AGM.

In order to ensure flexibility when it is desirable to allot and issue or otherwise deal with additional Shares, the Directors will seek the approval of the Shareholders to grant the Issue Mandate at the 2022 AGM and will put forward the following Ordinary Resolutions as set out in the notice of the 2022 AGM for the following purposes:

Ordinary Resolution no. 10

• to grant a general mandate to the Directors to exercise the power of the Company to allot, issue and otherwise deal with new Shares not exceeding 20% of the aggregate nominal amount of the share capital of the Company in issue as at the date of passing of this resolution; and

Ordinary Resolution no. 12

• to increase the aggregate nominal amount of share capital of the Company which may be issued under the Issue Mandate by adding thereto the aggregate nominal amount of the share capital of the Company repurchased under the Repurchase Mandate.

Subject to the passing of the Ordinary Resolution for the approval of the Issue Mandate and on the basis that no further Shares are issued or repurchased before and up to the date of the 2022 AGM, the Company would have an aggregate of 7,982,794,562 Shares in issue on the date of the 2022 AGM and would be allowed to allot, issue and deal with a maximum of 1,596,558,912 new Shares.

THE REPURCHASE MANDATE

The Company’s existing mandate to repurchase Shares was approved by the Shareholders at the annual general meeting of the Company held on 19 March 2021. Unless otherwise renewed, the existing mandate will lapse at the conclusion of the 2022 AGM.

– 6 –

LETTER FROM THE BOARD

In order to seek the approval of the Shareholders to grant the Repurchase Mandate at the 2022 AGM, the Directors will put forward the following Ordinary Resolution as set out in the notice of the 2022 AGM:

Ordinary Resolution no. 11 — to grant a general mandate to the Directors to exercise the power of the Company to repurchase Shares on the Stock Exchange not exceeding 10% of the aggregate nominal amount of the share capital of the Company in issue as at the date of passing of this resolution.

Subject to the passing of the Ordinary Resolution for the approval of the Repurchase Mandate, the Company would be allowed under the Repurchase Mandate to repurchase a maximum of 798,279,456 Shares on the basis that no further Shares are issued or repurchased before and up to the date of the 2022 AGM.

The Repurchase Mandate and the Issue Mandate shall continue to be in force during the period from the date of passing of the Ordinary Resolutions for the approval of the Repurchase Mandate and the Issue Mandate up to (i) the conclusion of the next annual general meeting of the Company; (ii) the expiration of the period within which the next annual general meeting of the Company is required by the Articles or any applicable law to be held; or (iii) the revocation or variation of the Repurchase Mandate or the Issue Mandate (as the case may be) by ordinary resolution of the Shareholders at a general meeting of the Company, whichever occurs first.

The Listing Rules contain provisions to regulate the repurchase by companies with primary listings on the Stock Exchange of their own securities on the Stock Exchange. The Company is required to give the Shareholders information which is reasonably necessary to enable them to make an informed decision as to whether to vote for or against the Ordinary Resolution to approve the grant of the Repurchase Mandate. In this regard, this circular contains an explanatory statement required by the Listing Rules as set out in Appendix I.

RE-ELECTION OF DIRECTORS

In accordance with article 108 of the Articles, Mr. Teoh Chun Ming, Mr. Peter Edward Jackson and Mr. Charles Matthew Pecot III shall retire by rotation at the 2022 AGM and they, being eligible, offer themselves for re-election at the 2022 AGM. In accordance with article 112 of the Articles, Mr. Freeman Hui Shen, Mr. Joseph Lee and Mr. Mirko Konta shall retire from office at the 2022 AGM and they, being eligible, offer themselves for re-election at the 2022 AGM.

The nomination committee of the Board (the ‘‘Nomination Committee’’) has assessed and reviewed the written confirmations of independence of Mr. Teoh Chun Ming, Mr. Peter Edward Jackson and Mr. Charles Matthew Pecot III who have offered themselves for reelection at the 2022 AGM based on the independence criteria as set out in Rule 3.13 of the Listing Rules and is satisfied that they remain independent in accordance with Rule 3.13 of the Listing Rules.

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LETTER FROM THE BOARD

In addition, the Nomination Committee has evaluated Mr. Teoh Chun Ming, Mr. Peter Edward Jackson and Mr. Charles Matthew Pecot III based on criteria set out in the nomination policy adopted by the Company including but not limited to their character and integrity, professional qualifications, skills, knowledge, experience and willingness and ability to devote adequate time to discharge duties as members of the Board.

The Nomination Committee is also of the view that Mr. Teoh Chun Ming, Mr. Peter Edward Jackson and Mr. Charles Matthew Pecot III will bring to the Board perspectives, skills and experience as further described in their biographies below. Based on the Board diversity policy adopted by the Company, the Nomination Committee considers that taking into account the respective background of Mr. Teoh Chun Ming, Mr. Peter Edward Jackson and Mr. Charles Matthew Pecot III can contribute to the diversity of the Board. Therefore, the Board, with the recommendation of the Nomination Committee, supports Mr. Teoh Chun Ming, Mr. Peter Edward Jackson and Mr. Charles Matthew Pecot III’s re-elections as independent nonexecutive Directors at the 2022 AGM. All Directors are subject to retirement by rotation and re-election at annual general meetings of the Company at least once every three years.

The biographical details of Mr. Teoh Chun Ming, Mr. Peter Edward Jackson, Mr. Charles Matthew Pecot III, Mr. Freeman Hui Shen, Mr. Joseph Lee and Mr. Mirko Konta, being the Directors who are proposed to be re-elected at the 2022 AGM, are set out below:

Mr. Teoh Chun Ming (‘‘Mr. Teoh’’), aged 51, was appointed as an independent nonexecutive Director with effect from 24 November 2017. He also serves as the chairman of the audit committee of the Board (the ‘‘Audit Committee’’) and a member of the remuneration committee of the Board (the ‘‘Remuneration Committee’’), Nomination Committee, investment committee of the Board (‘‘Investment Committee’’) and corporate governance committee of the Board (the ‘‘Corporate Governance Committee’’) with effect from 24 November 2017 and the chairman of the Remuneration Committee with effect from 17 December 2018.

Mr. Teoh has over 30 years of accounting and finance experience. He obtained a Master of Professional Accounting degree from the Hong Kong Polytechnic University in 2005. He has been a fellow member of the Association of Chartered Certified Accountants since 2005, a fellow member of the Hong Kong Institute of Certified Public Accountants since 2010 and a fellow member of the Institute of Chartered Accountants in England and Wales since 2015.

He served as a non-executive director of Nature Home Holding Company Limited, a company previously listed on the Stock Exchange (former stock code: 2083), from July 2012 to October 2021. He previously served as an independent non-executive director of EPI (Holdings) Limited, a company listed on the Stock Exchange (stock code: 689) from January 2014 to October 2016. He has also served as the chief financial officer and company secretary of Joyer Auto HK Company Limited since July 2012.

Mr. Teoh has entered into a letter of appointment as an independent non-executive Director with the Company for a term of three years commencing on 24 November 2020. The letter of appointment can be terminated by either party by serving two months’ notice in writing. Under the letter of appointment (as supplemented with effect from 1 January 2021), he is entitled to an annual salary of HK$250,000 which is determined by reference to his performance for the year, experience, qualification, duties and responsibilities in the Company

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LETTER FROM THE BOARD

and the prevailing market rate and will be subject to review by the Remuneration Committee and the Board from time to time. As a Director, Mr. Teoh is subject to retirement by rotation and re-election in accordance with the Articles.

As at the Latest Practicable Date, Mr. Teoh is interested in Share Options to subscribe for 5,000,000 Shares. Save for above, Mr. Teoh does not have any interest in the Shares within the meaning of Part XV of the SFO. Mr. Peter Edward Jackson (‘‘Mr. Jackson’’), aged 73, was appointed as an independent non-executive Director with effect from 23 April 2018 and was appointed as a member of the Audit Committee, Remuneration Committee, Nomination Committee and Corporate Governance Committee with effect from 17 December 2018.

He has over 40 years’ international experience in the satellite and telecommunications industry. He was a non-executive director of Asia Satellite Telecommunications Holdings Limited (‘‘AsiaSat’’), a company previously listed on the Stock Exchange (former stock code: 1135), from January 2012 to August 2018 and he is a non-executive director of SpeedCast International Limited, a company previously listed on the Australian Stock Exchange. He works with several private equity and venture capital firms on their boards or taking up advisory positions.

Previously, he was an executive director of AsiaSat from May 1996 to July 2011. He was also the chief executive officer and the executive chairman of AsiaSat from May 1996 to July 2010 and from August 2010 to July 2011 respectively. Prior to joining AsiaSat in July 1993 as its chief executive officer before its listing on the Stock Exchange, he held engineering, marketing and management positions at Cable & Wireless plc (‘‘Cable & Wireless’’) and the last position he held at Cable & Wireless was Regional Director, Asia Pacific. During his time at Cable & Wireless, he worked on ventures in the Caribbean, the Middle East, Macau and the People’s Republic of China. He had also worked with British Telecom.

Mr. Jackson has entered into a letter of appointment as an independent non-executive Director with the Company for a term of three years commencing on 23 April 2018 which was automatically renewed for a further term of one year. The letter of appointment can be terminated by either party by serving two months’ prior notice in writing. Under the letter of appointment, he is entitled to an annual salary of HK$250,000 (as supplemented with effect from 1 January 2021) which is determined by reference to his performance, experience, qualification, duties and responsibilities in the Company and the prevailing market rate and will be subject to review by the Remuneration Committee and the Board from time to time. As a Director, Mr. Jackson is subject to retirement by rotation and re-election in accordance with the Articles.

As at the Latest Practicable Date, Mr. Jackson is interested in Share Options to subscribe for 5,000,000 Shares. Save for above, Mr. Jackson does not have any interest in the Shares within the meaning of Part XV of the SFO.

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LETTER FROM THE BOARD

Mr. Charles Matthew Pecot III (‘‘Mr. Pecot’’), aged 60, was appointed as an independent non-executive Director and a member of each of the Audit Committee, Remuneration Committee, Nomination Committee, and Corporate Governance Committee with effect from 1 June 2019.

Mr. Pecot graduated with a bachelor’s degree in mechanical engineering and obtained a master’s degree major in science in operations research and minor in applied statistics at the Air Force Institute of Technology, Ohio, the United States of America. He has been working in the finance industry and international capital markets worldwide since 1994 and has extensive management experience. Mr. Pecot is currently serving as the Head of Equities at Barclays Capital Asia Limited, a position which he has held since May 2018, and is responsible for leading the equities franchise in Asia Pacific. Previously, he was the Head of Prime Services and Head of Equities Distribution in Asia Pacific at Credit Suisse (Hong Kong) Limited for the period from July 2009 to June 2017. Mr. Pecot was also the Head of Prime Services and Prime Brokerage Services in Asia Pacific at UBS Securities Asia Limited for the period from April 2004 to February 2007.

Mr. Pecot has entered into a letter of appointment as an independent non-executive Director with the Company for a term of three years commencing on 1 June 2019, which can be terminated by either party by serving two months’ notice in writing. Under the letter of appointment (as supplemented with effect from 1 January 2021), he is entitled to an annual director’s fee of HK$250,000 which is determined by reference to his performance for the year, experience, qualification, duties and responsibilities in the Company and the prevailing market rate. Mr. Pecot’s remuneration will be subject to review by the Remuneration Committee and the Board from time to time. As a Director, he is subject to retirement by rotation and reelection in accordance with the Articles.

As at the Latest Practicable Date, Mr. Pecot is interested in Share Options to subscribe for 4,000,000 Shares. Save for above, Mr. Pecot does not have any interest in the Shares within the meaning of Part XV of the SFO.

Mr. Freeman Hui Shen (‘‘Mr. Shen’’), aged 52, was appointed as a non-executive Director, the Co-Chairman of the Board, the chairman of the Nomination Committee and a member of the Investment Committee with effect from 13 January 2022. Mr. Shen is the founder, chairman and the chief executive officer of WM Motor Group, one of the leaders in China’s mainstream smart electric vehicle market. Mr. Shen has extensive experience in the automotive and technology industry. Prior to forming WM Motor Group, he was a board member and group vice president of one of the largest car groups in China, where he took the lead in the acquisition of a renowned Swedish luxury car company in 2010.

Mr. Shen graduated with a bachelor’s degree in engineering mechanics from South China University of Technology and obtained a master’s degree in structural engineering from the University of California, Los Angeles and a master’s degree in Business Administration from Carlson School of Management of the University of Minnesota.

– 10 –

LETTER FROM THE BOARD

Mr. Shen has entered into a letter of appointment as a non-executive Director with the Company for an initial term of three years commencing on 13 January 2022, which can be terminated by either party by serving two months’ notice in writing. Under the letter of appointment, he will receive a nominal annual fee of HK$1 and will be subject to review by the Remuneration Committee and the Board from time to time. As a Director, he is subject to retirement by rotation and re-election in accordance with the Articles.

As at the Latest Practicable Date, Mr. Shen is interested in 2,275,545,343 Shares (indirectly through companies controlled by him) within the meaning of Part XV of the SFO, representing 28.51% shareholding in the Company.

Mr. Joseph Lee (‘‘Mr. Lee’’), aged 43, was appointed as an executive Director, the Vice Chairman of the Board, a member of the Investment Committee and a member of the Corporate Governance Committee. Mr. Lee has over 15 years of experience in private equity, capital markets and investment banking. Mr. Lee’s major experience include serving as a partner at a renowned private equity firm in China, and as a seasoned investment banking professional at multiple prestigious international investment banks.

Mr. Lee obtained a master’s degree in business administration majoring in finance and economics from Columbia University in the United States in May 2006, and a bachelor’s degree in management from Binghamton University in the United States in May 2000.

Mr. Lee has entered into an employment contract as an executive Director and the Vice Chairman with the Company commencing on 13 January 2022 without specific term. The employment contract can be terminated by either party by serving three months’ notice in writing. Under the employment contract, he is entitled to a monthly salary of HK$200,000 and a discretionary bonus as may be decided by the Board. Mr. Lee’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. Lee’s remuneration will be subject to review by the Remuneration Committee and the Board from time to time. As a Director, he is subject to retirement by rotation and re-election in accordance with the Articles.

As at the Latest Practicable Date, Mr. Lee is interested in Share Options to subscribe for 40,000,000 Shares. Save for above, Mr. Lee does not have any interest in the Shares within the meaning of Part XV of the SFO.

– 11 –

LETTER FROM THE BOARD

Mr. Mirko Konta (‘‘Mr. Konta’’), aged 55, was appointed as an executive Director with effect from 1 April 2021. He also serves as a member of the Investment Committee with effect from 1 April 2021.

Mr. Konta is a founder and has been a member of the executive board and the chief executive officer of Ideenion Automobil AG (‘‘Ideenion Automobil’’) since 2008, in which the Company completed the acquisition of the entire equity interest on 10 February 2021. Mr. Konta is also a member of the supervisory board of Ideenion Design AG and the executive board of Ideenion Electronic AG, both being subsidiaries of Ideenion Automobil. Ideenion Automobil and its subsidiaries (collectively the ‘‘Ideenion Group’’) are principally engaged in (i) the design, development and prototyping of vehicle components and accessories for vehicles; (ii) the styling and design of vehicles and the development of software for vehicles; and (iii) the research and development of electronics and software for vehicles and the design, development and manufacturing of prototype electronic systems and components for vehicles.

Mr. Konta has extensive experience in the automotive and technology industry with focus on engineering, innovation and business development. Prior to forming Ideenion Automobil, he was the managing director of a German-based company which focused on, among others, the provision of innovative automobile solutions to automobile manufacturers worldwide.

Mr. Konta has entered into a service contract as an executive Director with the Company for a term of three years commencing on 1 April 2021. The service contract can be terminated by either party by serving not less than three months’ notice in writing. Under the service contract, he is entitled to an annual director’s fee of HK$250,000 and a discretionary bonus for each year of service as may be decided by the Board, which are determined by reference to his performance for the year, experience, qualification, duties and responsibilities in the Company and the prevailing market rate and will be subject to review by the Remuneration Committee from time to time. As a member of the executive board and the chief executive officer of Ideenion Automobil, under the pre-existing employment agreement between Mr. Konta and Ideenion Automobil, he is also entitled to an annual salary of EUR241,584 subject to statutory deductions and an annual bonus subject to certain performance targets of Ideenion Automobil being met. As a Director, he is subject to retirement by rotation and re-election in accordance with the Articles.

As disclosed in the announcement of the Company dated 31 October 2019 and the circular of the Company dated 24 December 2020, up to 115,244,000 ordinary shares in the share capital of the Company may be allotted and issued by the Company to Mr. Konta as part of the total consideration payable to Mr. Konta for the acquisition of Ideenion Automobil, provided that certain performance targets of the Ideenion Group for the years ending 30 June 2021, 30 June 2022 and 30 June 2023, respectively, are met. Accordingly, as at the Latest Practicable Date, Mr. Konta is interested in 115,244,000 ordinary shares of the Company within the meaning of Part XV of the SFO. Mr. Konta is also interested in Share Options to subscribe for 2,000,000 Shares.

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LETTER FROM THE BOARD

Save as disclosed above, none of the retiring Directors who are proposed to be re-elected at the 2022 AGM has any relationship with any other Directors, senior management or substantial or controlling shareholders (as defined in the Listing Rules) of the Company. Save as disclosed above, none of the retiring Directors who are proposed to be re-elected at the 2022 AGM 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 the Latest Practicable Date. The Remuneration Committee is of the view that the terms of the employment contract and letters of appointment are fair and reasonable, in the interest of the Company and its Shareholder as a whole, and would recommend all Shareholders to vote in favour of the relevant Ordinary Resolutions at the 2022 AGM approving them.

Save as disclosed above, there are no other matters in connection with the re-election of the Directors that need to be brought to the attention of the Shareholders nor is there any other information in connection with the re-election of the Directors that is required to be disclosed pursuant to Rule 13.51(2) of the Listing Rules.

PROPOSED INCREASE IN AUTHORISED SHARE CAPITAL

The Board proposes to increase the authorised share capital of the Company. The existing authorised share capital of the Company is HK$1,000,000,000 divided into 10,000,000,000 Shares, of which 7,982,794,562 Shares have been allotted and issued as fully paid or credited as fully paid.

As at the Latest Practicable Date, (i) Share Options granted under the Share Option Scheme and carrying rights to subscribe for an aggregate of 690,976,000 Shares remained outstanding; (ii) up to 1,655,232,000 Shares may be issued and allotted to Ideal Team Ventures Limited as part of the consideration for the acquisition of 86.06% of the total issued share capital of Sino Partner Global Limited as disclosed in the circular of the Company dated 18 February 2020; (iii) up to 281,080,000 Shares may be issued and allotted to Mr. Mirko Konta, Mr. Werner Händl and Mr. Nigel Westwood for the acquisition of the entire issued share capital of Ideenion Automobil AG as disclosed in the circular of the Company dated 24 December 2020; (iv) convertible bonds in the principal amount of HK$78,000,000 carrying the right to convert into up to 141,818,181 new Shares at the exercise price of HK$0.55 per Share remained outstanding; and (v) convertible bonds in the principal amount of HK$85,800,000 carrying the right to convert into up to 156,000,000 new Shares at the exercise price of HK$0.55 per Share remained outstanding.

In order to provide the Company with greater flexibility in fund raising for the purpose of promoting future business growth, the Board proposes to increase the authorised share capital of the Company to HK$2,000,000,000 divided into 20,000,000,000 Shares by the creation of an additional 10,000,000,000 Shares.

The increase in the authorised share capital is subject to the approval of the Shareholders by way of passing an ordinary resolution at the 2022 AGM.

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LETTER FROM THE BOARD

2022 AGM AND ACTIONS TO BE TAKEN

A notice convening the 2022 AGM is set out on pages 19 to 23 of this circular.

A form of proxy for the 2022 AGM is enclosed with this circular. Whether or not you are able to attend the 2022 AGM, you are requested to complete and return the accompanying form of proxy in accordance with the instructions printed thereon to the Company’s Hong Kong branch share registrar, Tricor Tengis Limited at Level 54, 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 2022 AGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from subsequently attending and voting in person at the 2022 AGM or any adjournment thereof if you so wish.

CLOSURE OF REGISTER OF MEMBERS

The register of members of the Company will be closed from 4 March 2022 to 10 March 2022 (both days inclusive) for the purpose of determining entitlement of the Shareholders to attend and vote at the 2022 AGM, during which period no transfer of Shares will be effected. In order to qualify for attending and voting at the 2022 AGM, 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 3 March 2022.

VOTING BY WAY OF POLL

Pursuant to Rule 13.39(4) of the Listing Rules, the vote of Shareholders at the 2022 AGM will be taken by poll and a scrutineer will be appointed by the Company for vote taking at the 2022 AGM. An announcement on the poll results will be made by the Company after the 2022 AGM in the manner prescribed under Rule 13.39(5) of the Listing Rules.

RECOMMENDATION

The Directors believe that the grant of the Issue Mandate and the Repurchase Mandate, the extension of the Issue Mandate, the proposed re-election of the retiring Directors, and the proposed increase in authorised share capital of the Company as set out in the notice of the 2022 AGM, are in the best interests of the Company and the Shareholders as a whole. The necessary information for seeking Shareholders’ approval on the proposed matters is already set out herein for consideration. The Directors recommend that all Shareholders should vote in favour of all relevant resolutions to be proposed at the 2022 AGM. As at the Latest Practicable Date, no Shareholder is required to abstain from voting under the Listing Rules in respect of any of the Ordinary Resolutions to be proposed at the 2022 AGM.

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LETTER FROM THE BOARD

RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.

FURTHER INFORMATION

Your attention is also drawn to the additional information set out in the appendix to this circular.

Yours faithfully, By order of the Board Apollo Future Mobility Group Limited Ho King Fung, Eric Chairman

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EXPLANATORY STATEMENT

APPENDIX I

This Appendix I serves as an explanatory statement, as required by the Listing Rules, to provide requisite information to you for consideration as to whether to vote for or against the ordinary resolution to be proposed at the 2022 AGM for granting the Repurchase Mandate.

This explanatory statement contains all the information required pursuant to rule 10.06 of the Listing Rules which is set out as follows:

SHARE CAPITAL

As at the Latest Practicable Date, the issued share capital of the Company comprised 7,982,794,562 Shares.

Subject to the passing of the Ordinary Resolution for the approval of the Repurchase Mandate and in accordance with the terms thereof, on the basis that no further Shares are issued or repurchased by the Company before and up to the date of the 2022 AGM, the Company would be allowed under the Repurchase Mandate to repurchase a maximum of 798,279,456 Shares during the period up to the conclusion of the next annual general meeting of the Company in 2023, or the expiration of the period within which the next annual general meeting of the Company is required by the Articles or any applicable law to be held, or the revocation or variation of the Repurchase Mandate by an ordinary resolution of the Shareholders at a general meeting of the Company, whichever of these three events occurs first.

REASONS FOR THE REPURCHASES

The Directors believe that it is in the best interests of the Company and the Shareholders as a whole for the Directors to have general authority from the Shareholders to enable the Company to repurchase its Shares on the Stock Exchange as and when required. Such repurchases may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net asset value per Share and/or earnings per Share and will only be made when the Directors believe that such repurchases of Shares will benefit the Company and the Shareholders as a whole.

FUNDING OF REPURCHASES

Repurchases pursuant to the Repurchase Mandate would be financed entirely from the Company’s available cash flow or working capital facilities. Any repurchases will be made out of funds of the Company legally permitted to be utilized in this connection in accordance with its memorandum of association, the Articles, the Listing Rules and the applicable laws of the Cayman Islands. The Company may not repurchase its own Shares on the Stock Exchange for a consideration other than cash or for settlement otherwise than in accordance with the trading rules of the Stock Exchange from time to time.

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EXPLANATORY STATEMENT

APPENDIX I

POSSIBLE MATERIAL ADVERSE IMPACT

Taking into account the current working capital position of the Company, the Directors consider that, if the Repurchase Mandate were to be exercised in full, it might have a material adverse effect on the working capital and/or the gearing position of the Company (as compared with the position disclosed in its most recent published audited financial statements for the year ended 30 September 2021). Therefore, the Directors do not intend to make any repurchases to such an extent as would, in the circumstances, have a material adverse effect on the appropriate working capital requirements or the gearing position of the Company as they would consider from time to time.

The number of Shares to be repurchased on any occasion and the price and other terms upon which the same are repurchased will be decided by the Directors at the relevant time having regard to the circumstances then pertaining.

SHARE PRICES

The highest and lowest prices at which the Shares have been traded on the Stock Exchange during each of the previous twelve months prior to the Latest Practicable Date were as follows:

	Highest	Lowest
	HK$	HK$
January 2021	0.810	0.540
February 2021	0.730	0.480
March 2021	0.540	0.465
April 2021	0.520	0.455
May 2021	0.485	0.400
June 2021	0.490	0.400
July 2021	0.450	0.315
August 2021	0.490	0.360
September 2021	0.620	0.485
October 2021	0.630	0.500
November 2021	0.560	0.470
December 2021	0.550	0.420
January 2022 (up to and including the Latest Practicable Date)	0.485	0.390

THE TAKEOVERS CODE AND MINIMUM PUBLIC HOLDING

If a Shareholder’s proportionate interest in the voting rights of the Company increases on the Company exercising its powers to repurchase securities pursuant to the Repurchase Mandate, such increase will be treated as an acquisition for the purposes of Rule 32 of the Takeovers Code. As a result, a Shareholder or group of Shareholders acting in concert could, depending on the level of such increase, obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rule 26 and 32 of the Takeovers Code.

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EXPLANATORY STATEMENT

APPENDIX I

As at the Latest Practicable Date, and to the best knowledge of the Directors, (i) Mr. Freeman Hui Shen was recorded in the register required to be kept by the Company under section 336 of the SFO as having an interest in 2,275,545,343 Shares (indirectly through companies controlled by him), representing approximately 28.51% of the issued share capital of the Company as at the Latest Practicable Date; and (ii) 5,707,249,219 Shares were held in public hands, representing approximately 71.49% of the issued share capital of the Company as at the Latest Practicable Date.

In the event that the Repurchase Mandate is exercised in full and assuming that there is no change in the number of Shares held directly or indirectly by Mr. Freeman Hui Shen, the interest of Mr. Freeman Hui Shen in the Company will be increased to approximately 31.63% of the issued share capital of the Company. Accordingly under Rule 26 of the Takeovers Code, in the absence of a waiver from the Securities and Futures Commission, an obligation to make a mandatory general offer to Shareholders will arise as a result of an exercise of the Repurchase Mandate in full.

The Directors have no present intention to repurchase Shares to an extent that will trigger takeover obligations under the Takeovers Code or the number of Shares in the hands of the public falling below the minimum percentage of 25% as required under Rule 8.08 of the Listing Rules.

SHARE REPURCHASE MADE BY THE COMPANY

Neither the Company nor any of its subsidiaries has purchased any of the Shares (whether on the Stock Exchange or otherwise) during the six months immediately preceding the Latest Practicable Date.

DIRECTORS’ UNDERTAKING

The Directors have undertaken to the Stock Exchange to exercise the powers of the Company to make repurchases under the Repurchase Mandate pursuant to the relevant resolution of the Company and in accordance with the Listing Rules and the applicable laws of the Cayman Islands and as permitted by the regulations in the memorandum of association of the Company and the Articles.

DIRECTORS’ DEALINGS

None of the Directors or, to the best of their knowledge having made all reasonable enquiries, any of their close associates (as defined in the Listing Rules), have any present intention to sell to the Company or its subsidiaries any of the Shares in the event that the Repurchase Mandate is granted at the 2022 AGM.

CONNECTED PERSONS

No core connected person (as defined in the Listing Rules) of the Company has notified the Company that he or she has a present intention to sell any Shares to the Company nor has any such core connected person undertaken not to sell any of the Shares held by him or her to the Company in the event that the Repurchase Mandate is granted.

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NOTICE OF ANNUAL GENERAL MEETING

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(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 860)

NOTICE IS HEREBY GIVEN that the Annual General Meeting of Apollo Future Mobility Group Limited (the ‘‘Company’’) will be held at 11:00 a.m. on Thursday, 10 March 2022 at Units 2001–2002, 20/F, Li Po Chun Chambers, 189 Des Voeux Road Central, Sheung Wan, Hong Kong for the following purposes:

ORDINARY RESOLUTIONS

1. To receive and consider the audited consolidated financial statements and the reports of the directors and auditors of the Company for the year ended 30 September 2021;

2. To re-elect Mr. Teoh Chun Ming as an independent non-executive director of the Company and the terms of his appointment (including remuneration) be approved, confirmed and ratified;

3. To re-elect Mr. Peter Edward Jackson as an independent non-executive director of the Company and the terms of his appointment (including remuneration) be approved, confirmed and ratified;

4. To re-elect Mr. Charles Matthew Pecot III as an independent non-executive director of the Company and the terms of his appointment (including remuneration) be approved, confirmed and ratified;

5. To re-elect Mr. Freeman Hui Shen as a non-executive director of the Company and the terms of his appointment (including remuneration) be approved, confirmed and ratified;

6. To re-elect Mr. Joseph Lee as an executive director of the Company and the terms of his appointment (including remuneration) be approved, confirmed and ratified;

7. To re-elect Mr. Mirko Konta as an executive director of the Company and the terms of his appointment (including remuneration) be approved, confirmed and ratified;

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NOTICE OF ANNUAL GENERAL MEETING

1. To authorise the board of directors of the Company to fix the directors’ remuneration;

2. To re-appoint Ernst & Young as auditors of the Company and to authorise the board of directors of the Company to fix their remuneration;

3. To consider as special business and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution:

‘‘THAT

• (a) subject to paragraph (c) of this resolution, pursuant to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, the exercise by the directors of the Company (‘‘Directors’’) during the Relevant Period (as defined below) of all the powers of the Company to allot, issue and otherwise deal with additional shares (‘‘Shares’’) in the capital of the Company or securities convertible into Shares, or options, warrants or similar rights to subscribe for any Shares, and to make, grant, sign or execute offers, agreements or options, deeds and other documents which would or might require the exercise of such powers, subject to and in accordance with all applicable laws, be and it is hereby generally and unconditionally approved;

• (b) the approval in paragraph (a) of this resolution shall authorise the Directors during the Relevant Period to make, grant, sign or execute offers, agreements or options, deeds and other documents which would or might require the exercise of such powers after the end of the Relevant Period;

• (c) the aggregate nominal amount of share capital allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) and issued by the Directors pursuant to the approval in this resolution, otherwise than pursuant to:

• (i) a rights issue (as defined below); or

• (ii) the exercise of rights of subscription or conversion attaching to any warrants of the Company or any securities which are convertible into Shares; or

• (iii) the exercise of any option under any share option scheme or similar arrangement for the time being adopted for the grant or issue to officers and/or employees of the Company and/or any of its subsidiaries or any other eligible persons of Shares or rights to acquire Shares of the Company; or

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NOTICE OF ANNUAL GENERAL MEETING

• (iv) scrip dividends or under similar arrangement providing for the allotment of Shares in lieu of the whole or part of a dividend on Shares in accordance with the articles of association of the Company in force from time to time; and

• (v) a specific authority granted by the shareholders of the Company,

shall not exceed 20% of the aggregate nominal amount of the share capital of the Company in issue as at the date of passing of this resolution, and the said approval pursuant to paragraph (a) of this resolution shall be limited accordingly;

• (d) for the purpose of this resolution:

‘‘Relevant Period’’ means the period from the date of passing of this resolution until whichever is the earliest of:

• (i) the conclusion of the next annual general meeting of the Company;

• (ii) the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company or any applicable law to be held; or

• (iii) the date on which the authority set out in this resolution is revoked or varied by an ordinary resolution of the shareholders of the Company at a general meeting; and

‘‘Rights Issue’’ means the allotment, issue or grant of Shares pursuant to an offer of shares open for a period fixed by the Directors to the holders of Shares whose names appear on the register of members of the Company on a fixed record date in proportion to their then holdings of such Shares as at that date (subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of, or the requirements of any recognised regulatory body or any stock exchange in, any territory applicable to the Company).’’

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NOTICE OF ANNUAL GENERAL MEETING

1. To consider and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution:

‘‘THAT

• (a) subject to paragraph (b) of this resolution, the exercise by the Directors of the Company during the Relevant Period (as defined below) of all powers of the Company to purchase shares (‘‘Shares’’) in the capital of the Company on The Stock Exchange of Hong Kong Limited (‘‘Stock Exchange’’) or on any other exchange on which the securities of the Company may be listed and recognised by the Securities and Futures Commission of Hong Kong and the Stock Exchange for this purpose (‘‘Recognised Stock Exchange’’), subject to and in accordance with any applicable law and the requirements of the Rules Governing the Listing of Securities on the Stock Exchange or those of any other Recognised Stock Exchange as amended from time to time, be and the same is hereby generally and unconditionally approved;

• (b) the aggregate nominal amount of Shares which may be purchased by the Company pursuant to the approval in paragraph (a) of this resolution during the Relevant Period shall not exceed 10% of the aggregate nominal amount of the share capital of the Company in issue as at the date of passing of this resolution and the approval pursuant to paragraph (a) of this resolution shall be limited accordingly;

• (c) for the purpose of this resolution, ‘‘Relevant Period’’ means the period from the date of passing of this resolution until whichever is the earliest of:

• (i) the conclusion of the next annual general meeting of the Company; or

• (ii) the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company or any applicable law to be held; or

• (iii) the date on which the authority set out in this resolution is revoked or varied by an ordinary resolution of shareholders of the Company at a general meeting.’’

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NOTICE OF ANNUAL GENERAL MEETING

1. To consider as special business and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution:

‘‘THAT subject to the passing of the resolutions numbered 10 and 11 as set out in the notice (the ‘‘Notice’’) convening this meeting, the general mandate granted to the Directors to exercise the powers of the Company to allot, issue and otherwise deal with Shares in the capital of the Company pursuant to the resolution numbered 4 as set out in the Notice be and is hereby extended by the addition to the aggregate nominal amount of share capital of the Company which may be allotted or agreed conditionally or unconditionally to be allotted by the Directors pursuant to such general mandate of an amount representing the aggregate nominal amount of the share capital of the Company purchased by the Company under the authority granted pursuant to the resolution numbered 11 as set out in the Notice provided that such amount shall not exceed 10% of the aggregate nominal amount of the share capital of the Company in issue as at the date of passing of this resolution.’’

1. To consider as special business and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution:

‘‘THAT the authorised share capital of the Company be increased from HK$1,000,000,000 divided into 10,000,000,000 shares of HK$0.10 each (the ‘‘Shares’’) to HK$2,000,000,000 divided into 20,000,000,000 Shares by the creation of an additional 10,000,000,000 Shares (the ‘‘Increase in Authorised Share Capital’’), such Shares shall rank pari passu in all respects; 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 and things and execute all such documents which he/she/they consider necessary, desirable or expedient for the purpose of, or in connection with, the implementation of and giving effect to the Increase in Authorised Share Capital.’’

By order of the Board Apollo Future Mobility Group Limited Ho King Fung, Eric Chairman

Hong Kong 28 January 2022

Registered office: Head office and principal place of Cricket Square business in Hong Kong: Hutchins Drive, P.O. Box 2681 Units 2001–2002 Grand Cayman, KY1-1111 20/F, Li Po Chun Chambers Cayman Islands 189 Des Voeux Road Central Sheung Wan Hong Kong

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NOTICE OF ANNUAL GENERAL MEETING

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 2 or more shares) more proxies to attend and vote in his stead. A proxy need not be a member of the Company.

• (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 as soon as possible and in any event 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 or other person 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 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 4 March 2022 to 10 March 2022 (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 3 March 2022.

• (7) Please see pages 3 to 4 of the circular of the Company dated 28 January 2022 for measures being taken to try to prevent and control the spread of the novel coronavirus (COVID-19) at the aforesaid meeting, including:

• . compulsory temperature checks and health declaration

• . recommended wearing of surgical face masks

• . no distribution of corporate gifts and refreshments

• . appropriate distancing and spacing in line with the guidance from the Hong Kong Government will be maintained and as such, the Company may limit the number of attendees at the 2022 AGM as may be necessary to avoid over-crowding

• (8) Any person who does not comply with the precautionary measures or is subject to any Hong Kong Government prescribed quarantine may be denied entry into the aforesaid meeting venue. In order to facilitate the prevention and control of the novel coronavirus (COVID-19), and to safeguard the health and safety of attending shareholders, the Company encourages shareholders to consider NOT to attend the 2022 AGM in person, and suggests Shareholders to appoint the chairman of the aforesaid meeting as their proxy to vote on the relevant resolutions at the aforesaid meeting as an alternative to attending the aforesaid meeting in person.

• (9) Subject to the development of COVID-19, the Company may implement further changes and precautionary measures and may issue further notice on such measures as appropriate.

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