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Apollo Future Mobility Group Limited Capital/Financing Update 2021

Sep 9, 2021

49519_rns_2021-09-09_035886d7-ea25-4b3b-8b83-2c4b9ff99666.pdf

Capital/Financing Update

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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.

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(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 860)

CLARIFICATION ANNOUNCEMENT AND RESUMPTION OF TRADING

Reference is made to the announcement of Apollo Future Mobility Group Limited (the ‘‘Company’’) dated 8 September 2021 in connection with the proposed issue of convertible bonds under general mandate (the ‘‘Announcement’’). Unless otherwise specified, capitalised terms used in this announcement shall have the same meanings as those set out in the Announcement.

It was stated in the Announcement that the initial Conversion Price was HK$0.50 per Share, which represented a discount of approximately 9.1% to the closing price of HK$0.550 per Share as quoted on the Stock Exchange on 8 September 2021, being the date of the Subscription Agreement, and a discount of approximately 4.6% to approximately HK$0.524 per Share, being the average of the closing prices as quoted on the Stock Exchange for the five (5) consecutive trading days up to and including 7 September 2021, being the trading date of the Shares immediately prior to the date of the Subscription Agreement.

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The Board wishes to clarify that, due to an inadvertent clerical error, the initial Conversion Price should be stated as HK$0.550 per Share, and represents:

  • (a) the closing price of HK$0.550 per Share as quoted on the Stock Exchange on 8 September 2021, being the date of the Subscription Agreement; and

  • (b) a premium of approximately 4.96% to approximately HK$0.524 per Share, being the average of the closing prices as quoted on the Stock Exchange for the five (5) consecutive trading days up to and including 7 September 2021, being the trading day of the Shares immediately prior to the date of the Subscription Agreement.

Accordingly, assuming that the conversion rights attaching to the Convertible Bonds have been exercised in full and there is no adjustment to the Conversion Price pursuant to the Conditions, 141,818,181 new Shares will be allotted and issued to the Bondholder(s), representing (i) approximately 1.78% of the existing issued share capital of the Company as at the date of the Announcement, and (ii) approximately 1.75% of the issued share capital of the Company as enlarged by the allotment and issue of the Conversion Shares (assuming that there is no change in the issued share capital of the Company between the date of the Announcement and full conversion of the Convertible Bonds). The aggregate nominal value of the Conversion Shares is HK$14,181,818.10.

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SHAREHOLDING STRUCTURE

An updated shareholding structure for illustration purposes only, setting out the shareholding structure of the Company (a) as at the date of the Announcement; and (b) immediately after the allotment and issue of the Conversion Shares upon the full conversion of the Convertible Bonds at the initial Conversion Price of HK$0.550 (assuming that there is no change in the issued share capital of the Company between the date of this announcement and the full conversion of the Convertible Bonds), is as follows:

Shareholders
Mr. Ho King Man, Justin (Note 1)
Mr. Ho King Fung, Eric (Note 2)
Mr. Tam Ping Kuen, Daniel
(Note 3)
The Subscriber
Other Public Shareholders
Total:
(a) Existing shareholding
as at the date of
the Announcement
Number of
Shares held
% of the
issued share
capital of
the Company
1,747,196,474
21.89%
23,000,000
0.29%
960,000
0.01%


6,211,638,088
77.81%
7,982,794,562
100.00%
(b) immediately after
the allotment and issue of
the Conversion Shares upon
full conversion of
the Convertible Bonds
Number of
Shares held
% of the
issued share
capital of
the Company
1,747,196,474
21.50%
23,000,000
0.28%
960,000
0.01%
141,818,181
1.75%
6,211,638,088
76.46%
8,124,612,743
100%
(b) immediately after
the allotment and issue of
the Conversion Shares upon
full conversion of
the Convertible Bonds
Number of
Shares held
% of the
issued share
capital of
the Company
1,747,196,474
21.50%
23,000,000
0.28%
960,000
0.01%
141,818,181
1.75%
6,211,638,088
76.46%
8,124,612,743
100%
100%

Notes:

  • (1) Among the 1,747,196,474 Shares, (i) 1,699,220,474 Shares are held by Ruby Charm Investment Limited, which is wholly-owned by Mr. Ho King Man Justin and (ii) 47,976,000 Shares are beneficially owned by Mr. Ho King Man, Justin.

  • (2) Mr. Ho King Fung, Eric, the chairman and an executive Director of the Company, holds 23,000,000 Shares.

  • (3) Mr. Tam Ping Kuen, Daniel, an independent non-executive Director, holds 960,000 Shares.

  • (4) The numbers in the above table have been subject to rounding adjustments.

All other information in the Announcement remains unchanged.

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RESUMPTION OF TRADING

At the request of the Company, trading in the shares of the Company on the Stock Exchange was halted from 1:00 p.m. on 9 September 2021. Application has been made by the Company to the Stock Exchange for the resumption of trading of the shares of the Company on the Stock Exchange with effect from 9:00 a.m. on 10 September 2021.

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

Hong Kong, 9 September 2021

As at the date of this announcement, the Board comprises three executive Directors, namely Mr. Ho King Fung, Eric (Chairman), Mr. Sung Kin Man and Mr. Mirko Konta; 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.

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