Apollo Future Mobility Group Limited — Proxy Solicitation & Information Statement 2022

Jul 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 CHANGE OF COMPANY NAME AND (2) NOTICE OF EXTRAORDINARY GENERAL MEETING

A letter from the Board of the Company is set out on pages 4 to 7 of this circular. A notice convening the EGM of the Company to be held at 4:00 p.m. on Monday, 22 August 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 8 to 10 of this circular.

A form of proxy for the EGM is enclosed with this circular. Whether or not you are able to attend the EGM, you are requested to complete the form of proxy and return the same to the Company’s branch share registrar in Hong Kong, Tricor Tengis Limited at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong (if the form of proxy will be deposited before 15 August 2022) or 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong (if the form of proxy will be deposited on or after 15 August 2022), in accordance with the instructions printed thereon as soon as possible and in any event not less than 48 hours before the time appointed for holding the EGM 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 EGM or any adjournment thereof if you so wish.

PRECAUTIONARY MEASURES FOR THE EGM

Please see pages 2 to 3 of this circular for measures being taken to try to prevent and control the spread of the novel coronavirus (COVID-19) at the EGM, 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 EGM 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 EGM 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 EGM in person, and suggests Shareholders to appoint the chairman of the EGM as their proxy to vote on the relevant resolution at the EGM as an alternative to attending the EGM 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 July 2022

CONTENTS

	Page
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
PRECAUTIONARY MEASURES FOR THE EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	2
LETTER FROM THE BOARD
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Proposed Change of Company Name . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
EGM and Actions to be Taken . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Closure of Register of Members . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Voting by Way of Poll . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Responsibility Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
NOTICE OF EXTRAORDINARY GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . . .	8

– i –

DEFINITIONS

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

• ‘‘Articles’’ the articles of association of the Company ‘‘Board’’ the board of Directors ‘‘Change of Company Name’’ The proposed change of the dual foreign name in Chinese of the Company from ‘‘力世紀有限公司’’ to ‘‘Apollo智慧 出行集團有限公司’’

• ‘‘Company’’ Apollo Future Mobility Group Limited, an exempted 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 ‘‘EGM’’ the extraordinary general meeting of the Company to be held at 4:00 p.m. on Monday, 22 August 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

• ‘‘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

• ‘‘Latest Practicable Date’’ 22 July 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

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

• ‘‘Shareholder(s)’’ holder(s) for the time being of the Share(s) ‘‘Special Resolution’’ the proposed special resolution as referred to in the notice of the EGM

• ‘‘Stock Exchange’’ The Stock Exchange of Hong Kong Limited ‘‘%’’ per cent.

– 1 –

PRECAUTIONARY MEASURES FOR THE EGM

PRECAUTIONARY MEASURES FOR THE EGM

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 EGM 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 EGM venue. Any person with a body temperature of over 37.4 degrees Celsius may be denied entry into the EGM venue or be required to leave the EGM venue;

• (ii) the Company encourages each attendee to wear a surgical face mask throughout the EGM and inside the EGM 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 EGM; 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 EGM venue or be required to leave the EGM 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 EGM as may be necessary to avoid over-crowding.

In addition, the Company reminds all Shareholders that physical attendance in person at the EGM is not necessary for the purpose of exercising voting rights. The Company encourages Shareholders NOT to attend the EGM in person, and suggests Shareholders to appoint the chairman of the EGM as their proxy to vote on the relevant resolution(s) at the EGM instead of attending the EGM 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 (if the form of proxy will be deposited before 15 August 2022) or 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong (if the form of proxy will be deposited on or after 15 August 2022), not less than 48 hours before the time for holding the EGM 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 EGM

If any Shareholder chooses not to attend the EGM 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 EGM, 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 (9:00 a.m. to 5:00 p.m., Monday to Friday, excluding Hong Kong public holidays) Email: is-enquiries@hk.tricorglobal.com HK Tel: (852) 2980 1333

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.

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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. Qi Zhenggong Mr. Mirko Konta

Non-executive Directors: Mr. Freeman Hui Shen (Co-Chairman) Mr. Wilfried Porth

Independent non-executive Directors: Mr. Teoh Chun Ming Mr. Peter Edward Jackson Mr. Charles Matthew Pecot III Ms. Hau Yan Hannah Lee

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 July 2022

To the Shareholders

Dear Sir or Madam,

(1) PROPOSED CHANGE OF COMPANY NAME AND

(2) NOTICE OF EXTRAORDINARY GENERAL MEETING

INTRODUCTION

At the EGM, the Special Resolution will be proposed to seek the Shareholders’ approval for the proposed Change of Company Name. The purpose of this circular is to provide you with the necessary information on the Special Resolution.

– 4 –

LETTER FROM THE BOARD

PROPOSED CHANGE OF COMPANY NAME

The Company announced on 22 July 2022 that it proposes to change the dual foreign name in Chinese of the Company from ‘‘力世紀有限公司’’ to ‘‘Apollo智慧出行集團有限公 司’’. The English name of the Company ‘‘Apollo Future Mobility Group Limited’’ will remain unchanged.

Reasons for the Change of Company Name

The Board considers that the Change of Company Name will align the dual foreign name in Chinese of the Company with its English name, which may better reflect the Group’s business strategies of being the leading mobility services provider and may also promote and strengthen the Group’s corporate image and identity, enabling the Group to better capture potential business opportunities for its future development.

The Board is of the view that the Change of Company Name is in the interests of the Company and the Shareholders as a whole.

Conditions of the Change of Company Name

The proposed Change of Company Name is subject to (i) the passing of the Special Resolution by the Shareholders at the EGM approving the proposed Change of Company Name; and (ii) the approval by the Registrar of Companies in the Cayman Islands having been obtained for the Change of Company Name.

After the Special Resolution on the proposed Change of Company Name is passed at the EGM, the Company will file a certified copy of the said resolution with the Registrar of Companies in the Cayman Islands. The proposed Change of Company Name will take effect from the date on which the Registrar of Companies in the Cayman Islands enters the new dual foreign name in Chinese of the Company on the register of companies maintained by the Registrar of Companies in the Cayman Islands in place of the current dual foreign name in Chinese of the Company and issues a Certificate of Incorporation on Change of Name. Upon the Change of Company Name taking effect and the receipt of the Certificate of Incorporation on Change of Name from the Registrar of Companies in the Cayman Islands, the Company will carry out the necessary filing procedures with the Companies Registry in Hong Kong.

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LETTER FROM THE BOARD

Effects of the Change of Company Name

The proposed Change of Company Name, once approved and after becoming effective, will not affect any of the rights of the Shareholders. All existing share certificates of the Company in issue bearing the current name of the Company will, after the Change of Company Name becoming effective, continue to be evidence of title to the shares of the Company and will continue to be valid for trading, settlement, registration and delivery purposes. Accordingly, no arrangement will be made for the free exchange of the existing share certificates of the Company for new share certificates bearing the new name of the Company. Upon the Change of Company Name becoming effective, all new share certificates issued thereafter will bear the new name of the Company.

In addition, subject to the confirmation by the Stock Exchange, the Chinese stock short name of the Company for trading in the shares of the Company on the Stock Exchange will also be changed after the Change of Company Name becomes effective. The English stock short name of the Company for trading in the shares of the Company on the Stock Exchange will remain unchanged.

EGM AND ACTIONS TO BE TAKEN

A notice convening the EGM is set out on pages 8 to 10 of this circular.

A form of proxy for the EGM is enclosed with this circular. Whether or not you are able to attend the EGM, 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 (if the form of proxy will be deposited before 15 August 2022) or 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong (if the form of proxy will be deposited on or after 15 August 2022), as soon as possible and in any event not less than 48 hours before the time appointed for holding the EGM 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 EGM or any adjournment thereof if you so wish.

CLOSURE OF REGISTER OF MEMBERS

The register of members of the Company will be closed from 17 August 2022 to 22 August 2022 (both days inclusive) for the purpose of determining entitlement of the Shareholders to attend and vote at the EGM, during which period no transfer of Shares will be effected. In order to qualify for attending and voting at the EGM, 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 (if the transfer documents will be lodged before 15 August 2022) or 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong (if the transfer will be lodged on or after 15 August 2022) for registration no later than 4:30 p.m. on 16 August 2022.

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LETTER FROM THE BOARD

VOTING BY WAY OF POLL

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

RECOMMENDATION

The Directors believe that the proposed Change of Company Name as set out in the notice of the EGM is in the best interests of the Company and the Shareholders as a whole. The necessary information for seeking Shareholders’ approval on the proposed matter is already set out herein for consideration. The Directors recommend that all Shareholders should vote in favour of the Special Resolution to be proposed at the EGM. As at the Latest Practicable Date, no Shareholder is required to abstain from voting under the Listing Rules in respect of the Special Resolution to be proposed at the EGM.

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.

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

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NOTICE OF EXTRAORDINARY GENERAL MEETING

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(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 860)

NOTICE IS HEREBY GIVEN that the extraordinary general meeting of Apollo Future Mobility Group Limited (the ‘‘Company’’) will be held at 4:00 p.m. on Monday, 22 August 2022 at Units 2001–2002, 20/F, Li Po Chun Chambers, 189 Des Voeux Road Central, Sheung Wan, Hong Kong for the purpose of considering and, if thought fit, passing with or without amendments, the following resolution as special resolution of the Company:

SPECIAL RESOLUTION

1. ‘‘THAT subject to the approval of the Registrar of Companies in the Cayman Islands having been obtained, the dual foreign name in Chinese of the Company be changed from ‘‘力世紀有限公司’’ to ‘‘Apollo智慧出行集團有限公司’’ with effect from the date of entry of the new dual foreign name in Chinese of the Company in place of the existing dual foreign name in Chinese of the Company on the register of companies maintained by the Registrar of Companies in the Cayman Islands and the issue of a Certificate of Incorporation on Change of Name by the Registrar of Companies in the Cayman Islands, while the English name of the Company ‘‘Apollo Future Mobility Group Limited’’ shall remain unchanged; 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 the corresponding change in Chinese stock short name for trading in the shares of the Company on The Stock Exchange of Hong Kong Limited and to attend to any necessary registration and/or filing for and on behalf of the Company.’’

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

Hong Kong 28 July 2022

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NOTICE OF EXTRAORDINARY GENERAL MEETING

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

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 (if the form of proxy will be deposited before 15 August 2022) or 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong (if the form of proxy will be deposited on or after 15 August 2022), 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 17 August 2022 to 22 August 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 (if the transfer documents will be lodged before 15 August 2022) or 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong (if the transfer will be lodged on or after 15 August 2022) for registration no later than 4:30 p.m. on 16 August 2022.

• (7) Please see pages 2 to 3 of the circular of the Company dated 28 July 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 EGM as may be necessary to avoid over-crowding

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NOTICE OF EXTRAORDINARY GENERAL MEETING

• (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 EGM in person, and suggests Shareholders to appoint the chairman of the aforesaid meeting as their proxy to vote on the relevant resolution 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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