Apollo Future Mobility Group Limited — Proxy Solicitation & Information Statement 2024

Aug 20, 2024

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this notice, 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 notice.

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(Incorporated in the Cayman Islands and continued in Bermuda with limited liability) (Stock Code: 860)

NOTICE OF SPECIAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that a special general meeting (the ‘‘SGM’’) of Apollo Future Mobility Group Limited (the ‘‘Company’’) will be held at 15th Floor, Tower One, Lippo Centre, 89 Queensway, Admiralty, Hong Kong on Thursday, 5 September 2024 at 11:00 a.m. for the purpose of considering and, if though fit, passing the following resolution as ordinary resolution of the Company. Unless otherwise indicated, capitalised terms used herein shall have the same meaning as those defined in the circular of the Company dated 21 August 2024 (the ‘‘Circular’’):

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ORDINARY RESOLUTION

1. ‘‘THAT:

• (i) the sale and purchase agreement dated 26 July 2024 (the ‘‘Sale and Purchase Agreement’’) entered into among the Company, as one of the vendors, Global 3D Printing Co Ltd, as one of the vendors and Lateralus Holdings IV, LLC, as the purchaser and Divergent Technologies Inc. (‘‘Target Company’’), in relation to the sale and purchase of the Sale Shares, representing an aggregate of approximately 12.87% of the issued shares of the Target Company as at the date of the Sale and Purchase Agreement, at the Consideration of US$101,533,292.15 (equivalent to approximately HK$793.0 million) and the transactions contemplated thereunder be and are hereby confirmed, approved and ratified; and

• (ii) any one or more director(s) of the Company be and is hereby authorised to do all such acts and things and sign all such documents (under seal, if necessary) and to take all such steps as he/she consider, necessary or expedient or desirable in connection with or to give effect to the Sale and Purchase Agreement and to implement the transactions contemplated thereunder and to agree to such variation, amendment or waiver as are, in the opinion of the directors of the Company, in the interests of the Company.’’

By order of the Board Apollo Future Mobility Group Limited Hui Chun Ying Chairman and Executive Director

Hong Kong, 21 August 2024

Registered office: Principal place of business in Hong Kong: Clarendon House Units 2001–2002, 2 Church Street 20/F Li Po Chun Chambers Hamilton HM 11 189 Des Voeux Road Central Bermuda Sheung Wan Hong Kong

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Notes:

1. A form of proxy to be used for the meeting is enclosed with the circular of the Company despatched to the Shareholder on 21 August 2024.

2. Any member entitled to attend and vote at the SGM (and any adjournment of such meeting) shall be entitled to appoint another person as his/her/its proxy to attend and vote instead of him/her/it. A member who is the holder of two or more Shares may appoint more than one proxy to represent him/her/it and vote on his/her/its behalf at the SGM (and any adjournment of such meeting). A proxy need not be a member of the Company. In addition, a proxy or proxies representing either a member who is an individual or a member which is a corporation shall be entitled to exercise the same powers on behalf of the member which he/her/it/they represent as such member could exercise.

3. The instrument appointing a proxy shall be in writing under the hand of the appointor or of his/her/its attorney duly authorised in writing or, if the appointor is a corporation, either under its seal or under the hand of an officer, attorney or other person authorised to sign the same.

4. In order to be valid, the proxy form and the power of attorney or other authority (if any) under which it is signed, or a certified copy of such power of attorney or authority, must be deposited with the Company’s branch share registrar and transfer office in Hong Kong, Tricor Tengis Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong, as soon as possible and in any event not less than 48 hours before the time appointed for holding the SGM (or any adjournment of such meeting) (as the case may be) at which the person named in the instrument proposes to vote.

5. Completion and return of the proxy form does not preclude a member from attending and voting in person at the SGM (or any adjournment of such meeting) and, in such event, the proxy form shall be deemed to be revoked.

6. Where there are joint holders of any Shares, any one of such joint holders may vote, either in person or by proxy, in respect of such shares as if he were solely entitled thereto; but if more than one of such joint holders are present at the SGM (and any adjournment of such meeting), the most senior will alone be entitled to vote, whether in person or by proxy. For this purpose, seniority will be determined by the order in which the names stand in the register of members of the Company in respect of the joint holding.

7. The register of members of the Company will be closed from Monday, 2 September 2024 to Thursday, 5 September 2024 (both days inclusive), during which period no transfer of shares will be effected. In order to qualify for attending the SGM, all transfers accompanied by the relevant share certificates and transfer forms must be lodged with the Company’s branch share registrar and transfer office in Hong Kong, Tricor Tengis Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong not later than 4:30 p.m. on Friday, 30 August 2024.

As at the date of this notice, the Board comprises two executive Directors, namely Mr. Hui Chun Ying (Chairman) and Ms. Chen Yizi; and three independent non-executive Directors, namely Mr. Peter Edward Jackson, Mr. Charles Matthew Pecot III and Ms. Hau Yan Hannah Lee.

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