Apollo Future Mobility Group Limited — M&A Activity 2023

Jan 20, 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.

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(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 860)

ANNOUNCEMENT

(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

DELAY IN DESPATCH OF CIRCULAR OF THE DISPOSAL

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

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

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Reference is made to the announcements of Apollo Future Mobility Group Limited dated 30 December 2022 (the ‘‘ Disposal Announcement ’’), 11 January 2023 (the ‘‘ RTO Announcement ’’) and 17 January 2023 (the ‘‘ Supplemental Announcement ’’), respectively. Capitalised terms used herein shall have the same meanings as those defined in the Disposal Announcement and the RTO Announcement unless the context requires otherwise.

ItwasdisclosedintheSupplementalAnnouncementthatthecircular
containing,amongotherthings,(i)furtherinformationontheDisposalwhich
constitutesaconnectedtransactionandspecialdeal;(ii)therecommendationof
theIndependentBoardCommitteeandtheWhitewashIndependentBoard
CommitteetotheIndependentShareholdersinrelationtotheDisposalwhich
constitutesaconnectedtransactionandspecialdeal;(iii)aletterofadvicefrom
theIndependentFinancialAdvisertotheIndependentBoardCommittee,the
WhitewashIndependentBoardCommitteeandtheIndependentShareholdersin
relationtotheDisposalwhichconstitutesaconnectedtransactionandspecial
deal;(iv)anoticeoftheEGM;and(v)aformofproxy,willbedespatchedto
theShareholdersonorbefore26January2023.

Asadditionaltimeisrequiredtofinalisecertaininformationtobeincludedin
thecircularinrelationtotheDisposal,theexpecteddateofdespatchdateof
thecircularinrelationtotheDisposalwillbepostponedtoadateonorbefore
13April2023.

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

Hong Kong, 20 January 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 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.

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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 accepts full responsibility for the accuracy of the information contained in this announcement (other than information relating to the Company), 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.

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