Apollo Future Mobility Group Limited — M&A Activity 2023

Mar 2, 2023

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 offer to acquire, purchase or subscribe for the securities of the Company referred to in this announcement.

==> picture [66 x 79] intentionally omitted <==

==> picture [278 x 66] intentionally omitted <==

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 860)

MONTHLY UPDATE ON

(1) VERY SUBSTANTIAL ACQUISITION AND CONNECTED TRANSACTION INVOLVING ISSUE OF CONSIDERATION SHARES UNDER SPECIFIC MANDATE

• (2) REVERSE TAKEOVER INVOLVING A NEW LISTING APPLICATION

(3) APPLICATION FOR WHITEWASH WAIVER

• (4) PLACING OF THE PLACING SHARES UNDER SPECIFIC MANDATE

• (5) PROPOSED INCREASE IN AUTHORISED SHARE CAPITAL

  • (6) SPECIAL DEAL, DISCLOSABLE AND

CONNECTED TRANSACTION DISPOSAL

OF THE ENTIRE INTEREST IN THE TARGET COMPANY

Financial Adviser to the Company in relation to Very Substantial Acquisition, Reverse Takeover and the Disposal

==> picture [205 x 32] intentionally omitted <==

Independent Financial Adviser to the Independent Board Committee, the Whitewash Independent Board Committee and the Independent Shareholders

–1–

Reference is made to the announcements of Apollo Future Mobility Group Limited dated (i) 30 December 2022 (the ‘‘ Disposal Announcement ’’) in relation to the Disposal; (ii) 11 January 2023 (the ‘‘ RTO Announcement ’’) in relation to, among others, (1) the very substantial acquisition and connected transaction involving issue of Consideration Shares under the Specific Mandate; (2) the reverse takeover involving a new listing application; (3) the application for the Whitewash Waiver; (4) the Placing of the Placing Shares under the Specific Mandate; and (5) the proposed increase in authorised share capital; (iii) 17 January 2023 in relation to the implications of the Whitewash Waiver on the Disposal under the Takeovers Code; (iv) 20 January 2023 (the ‘‘ Disposal-Delay in Despatch Announcement ’’) in relation to the delay in despatch of the circular in relation to the Disposal; and (v) 2 February 2023 (the ‘‘ RTO-Delay in Despatch Announcement ’’) in relation to the delay in dispatch of the circular for the Acquisition and the Whitewash Waiver. Capitalized terms used herein shall have the same meanings as those defined in the Disposal Announcement and the RTO Announcement unless the context requires otherwise.

MONTHLY UPDATE FOR THE ACQUISITION AND THE WHITEWASH WAIVER

ItwasdisclosedintheRTO-DelayinDespatchAnnouncementthatthe
Circularcontaining,amongotherthings,(i)furtherinformationonthe
Acquisition,thePlacing,thegrantofSpecificMandate,theDisposal,the
proposedincreaseinauthorizedsharecapitalandotherinformationasrequired
tobedisclosedundertheListingRulesandtheTakeoversCode;(ii)detailsof
theWhitewashWaiver;(iii)therecommendationoftheIndependentBoard
CommitteeandtheWhitewashIndependentBoardCommitteetothe
IndependentShareholdersinrelationtotheAcquisition,theWhitewash
Waiver,thePlacing,thegrantofSpecificMandateandtheDisposal;(iv)a
letterofadvicefromtheIndependentFinancialAdvisertotheIndependent
BoardCommittee,theWhitewashIndependentBoardCommitteeandthe
IndependentShareholdersinrelationtotheAcquisition,theWhitewash
Waiver,thePlacing,thegrantofSpecificMandateandtheDisposal;(v)a
noticeoftheEGM;and(vi)aformofproxy,willbedespatchedtothe
Shareholdersonorbefore31July2023.

TheCompanywishestoupdatetheShareholdersthattheCompanyandthe
Vendorareinthecourseofpreparingthenewlistingapplicationandthe
informationtobeincludedintheCircularincluding,amongothers,the
financialinformationoftheAcquisitionTargetGroupfortheyearended31
December2022forsubmission.

–2–

Monthlyannouncement(s)willbemadebytheCompanytoupdatethe
Shareholderswithanyfurtherdevelopmentsrelatingtothecaptionedmatters.
TheCompanywillalsomakeannouncement(s)toupdatetheShareholdersand
investorsofanymaterialdevelopmentassoonaspossible.

Shareholders and potential investors should note that completion of each of the Acquisition and the Placing is subject to the fulfilment or waiver (as the case may be) of the conditions under each of the Acquisition Agreement and the Placing Agreement. In addition, the Listing Committee may or may not approve the new listing application to be made by the Company, and the Executive may or may not grant the Whitewash Waiver. In the event that approval of the new listing application of the Company and/or the Whitewash Waiver is not granted, the Acquisition Agreement and the Placing Agreement will not become unconditional and the Acquisition and the Placing will not proceed. As the Acquisition and the Placing may or may not proceed to completion, Shareholders and potential investors are reminded to exercise caution when dealing in the Shares.

MONTHLY UPDATE FOR THE DISPOSAL

ItwasdisclosedintheDisposal-DelayinDespatchAnnouncementthatthe
circularcontaining,amongotherthings,(i)furtherinformationontheDisposal
whichconstitutesaconnectedtransactionandspecialdeal;(ii)the
recommendationoftheIndependentBoardCommitteeandtheWhitewash
IndependentBoardCommitteetotheIndependentShareholdersinrelationto
theDisposalwhichconstitutesaconnectedtransactionandspecialdeal;(iii)a
letterofadvicefromtheIndependentFinancialAdvisertotheIndependent
BoardCommittee,theWhitewashIndependentBoardCommitteeandthe
IndependentShareholdersinrelationtotheDisposalwhichconstitutesa
connectedtransactionandspecialdeal;(iv)anoticeoftheEGM;and(v)a
formofproxy,willbedespatchedtotheShareholdersonorbefore13April
2023.

TheCompanywishestoupdatetheShareholdersthattheCompanyisinthe
courseofpreparingtheinformationtobeincludedinthecircularinrelationto
theDisposalincluding,amongothers,theauditedfinancialinformationofthe
TargetCompanyfortheyearended30September2022.

–3–

Monthlyannouncement(s)willbemadebytheCompanytoupdatethe
Shareholderswithanyfurtherdevelopmentsrelatingtothecaptionedmatters.
TheCompanywillalsomakeannouncement(s)toupdatetheShareholdersand
investorsofanymaterialdevelopmentassoonaspossible.

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

Hong Kong, 2 March 2023

As at the date of this announcement, the Board comprises three executive Directors, namely Mr. Ho King Fung, Eric (Chairman), Mr. Joseph Lee (Vice Chairman) and Mr. Qi Zhenggang; two non-executive Directors, namely Mr. Freeman Hui Shen (Co-Chairman) and Mr. Wilfried Porth; and four independent non-executive Directors, namely Mr. Teoh Chun Ming, Mr. Peter Edward Jackson, Mr. Charles Matthew Pecot III and Ms. Hau Yan Hannah Lee.

The Directors jointly and severally accept full responsibility for the accuracy of the information contained in this announcement (other than information relating to the Vendor and the Acquisition Target Group) and confirm, having made all reasonable enquiries, that to the best of their knowledge, opinions expressed in this announcement (other than those expressed by the directors of the Vendor) have been arrived at after due and careful consideration and there are no other facts not contained in this announcement, the omission of which would make any statement in this announcement misleading.

As at the date of this announcement, the board of the Vendor comprises four executive Directors, namely Mr. Freeman Hui Shen, Mr. Ligang Du, Mr. Haijing Hou and Mr. John Yijia Bi; and three non-executive Directors, namely Mr. Zhenyu Li, Dr. Shuolong Peng and Mr. Shaoqing Jiang.

The directors of the Vendor jointly and severally accept full responsibility for the accuracy of the information contained in this announcement (other than information relating to the Group), and confirm, having made all reasonable enquiries, that to the best of their knowledge, opinions expressed in this announcement (other than those expressed by the Directors) have been arrived at after due and careful consideration and there are no other facts not contained in this announcement, the omission of which would make any statements in this announcement misleading.

–4–