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Apollo Future Mobility Group Limited Proxy Solicitation & Information Statement 2024

Apr 17, 2024

49519_rns_2024-04-17_5c5de1de-fd93-4629-84c9-f5eb669be2a3.pdf

Proxy Solicitation & Information Statement

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(Incorporated in the Cayman Islands and continued in Bermuda with limited liability)

(Stock Code: 860)

FORM OF PROXY OF THE SPECIAL GENERAL MEETING TO BE HELD ON MONDAY, 6 MAY 2024

I/We[(Note][1)] of

share(s)[[(Note]][2)] of HK$0.01 each in the share capital

being the registered holder(s) of share(s)[[(Note]] of HK$0.01 each in the share capital of Apollo Future Mobility Group Limited (the ‘‘Company’’) HEREBY APPOINT THE CHAIRMAN OF THE SPECIAL GENERAL MEETING or[(Note][3)] of as my/our proxy to attend and act for me/us at the special general meeting (and any adjournment thereof) of the Company to be held at 11:00 a.m. on Monday, 6 May 2024 at 15th Floor, Tower One, Lippo Centre, 89 Queensway, Admiralty, Hong Kong (the ‘‘Meeting’’) for the purposes of considering and, if thought fit, passing the resolutions as set out in the notice of the Meeting and at such Meeting (and at any adjournment thereof) to vote for me/us and in my/our name(s) in respect of the resolutions as indicated below[(Note][4)] . Unless otherwise defined, capitalised terms used herein shall have the same meanings as those defined in the notice of the Meeting.

ORDINARY RESOLUTIONS[(Note][5)] FOR[(Note][4)] AGAINST[(Note][4)] 1. To confirm, approve and ratify the Subscription Agreement A and the transactions contemplated thereunder, including the approval for the connected transaction pursuant to the Subscription Agreement A, the grant of the specific mandate to issue and allot the relevant Subscription Shares. 2. To confirm, approve and ratify the Subscription Agreement B and the transactions contemplated thereunder, including the grant of the specific mandate to issue and allot the relevant Subscription Shares. 3. To confirm, approve and ratify the Subscription Agreement C and the transactions contemplated thereunder, including the grant of the specific mandate to issue and allot the relevant Subscription Shares. 4. To confirm, approve and ratify the Subscription Agreement D and the transactions contemplated thereunder, including the grant of the specific mandate to issue and allot the relevant Subscription Shares. 5. To confirm, approve and ratify the Subscription Agreement E and the transactions contemplated thereunder, including the grant of the specific mandate to issue and allot the relevant Subscription Shares. 6. To confirm, approve and ratify the Subscription Agreement F and the transactions contemplated thereunder, including the grant of the specific mandate to issue and allot the relevant Subscription Shares. 7. To confirm, approve and ratify the Subscription Agreement G and the transactions contemplated thereunder, including the grant of the specific mandate to issue and allot the relevant Subscription Shares.

  1. To confirm, approve and ratify the Subscription Agreement H and the transactions contemplated thereunder, including the grant of the specific mandate to issue and allot the relevant Subscription Shares.

  2. To confirm, approve and ratify the Subscription Agreement I and the transactions contemplated thereunder, including the grant of the specific mandate to issue and allot the relevant Subscription Shares.

Signed[[(Note]][6)]

Dated this day of 2024 Signed[[(Note]] Notes: 1. Full name(s) and address(es) to be inserted in BLOCK CAPITALS. 2. Please insert the number of shares registered in your name(s) to which this proxy relates. If no number is inserted, this form of proxy will be deemed to relate to all the shares in the Company registered in your name(s). 3. If any proxy other than the Chairman of the Meeting is preferred, strike out the words ‘‘THE CHAIRMAN OF THE SPECIAL GENERAL MEETING or’’ and insert the name and address of the proxy desired in the space provided. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON WHO SIGNS IT. 4. APPROPRIATEIMPORTANT: IFBOXESYOU WISHMARKEDTO VOTE‘‘AGAINSTFOR THE’’. FailureRESOLUTIONS,to tick any orTICKall theTHEboxesAPPROPRIATEwill entitle yourBOXESproxy toMARKEDcast his votes‘‘FORat his’’. IFdiscretion.YOU WISHYourTOproxyVOTEwillAGAINSTalso be entitledTHEtoRESOLUTIONS,vote at his discretionTICKonTHEany amendment of a resolution put to the Meeting. 5. The description of the Resolutions is by way of summary only. The full text appears in the notice of the Meeting. 6. Any shareholder entitled to attend and vote at the Meeting is entitled to appoint one or more proxies to attend and vote in his stead. A proxy need not be a shareholder of the Company. 7. To be valid, this form of proxy together with the power of attorney or other authority (if any) under which it is signed, or a notarially certified copy thereof, shall be deposited at the Company’s Hong Kong branch share registrar and transfer office, Tricor Tengis Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong not less than 48 hours before the time for holding the Meeting or any adjournment thereof. 8. This form of proxy must be signed by you or your attorney duly authorised in writing or, in the case of a corporation, must be either executed under its seal or under the hand of an officer, attorney or other person duly authorised to sign the same. 9. In the case of joint holders of any shares, any one of such joint holders may vote at the above 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 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). 10. On a poll, every shareholder present in person or by proxy shall be entitled to one vote for each share registered in his name. The result of such poll shall be deemed to be the resolution of the Meeting at which the poll was so taken. 11. Completion and delivery of this form of proxy will not preclude you from attending and voting at the Meeting if you so wish. In such event, the instrument appointing a proxy shall be deemed to be revoked. PERSONAL INFORMATION COLLECTION STATEMENT

‘‘Personal Data’’ in this proxy form has the same meaning as ‘‘personal data’’ in the Personal Data (Privacy) Ordinance, Cap 486 (‘‘PDPO’’), which includes your and your proxy’s name and address. responseproxyMeeting.Your ’ands PersonaltoTheyoura courtsupplyproxyDataorder’ofs willPersonalyouror bea andlawdisclosedDatayourenforcementprovidedproxyor transferred’s agencyPersonalin this’sproxytorequest,Datathe formisCompanyonandwillvoluntarywill’bes beBranchusedretainedbasis.inShareconnectionHowever,for Registrarsuch periodwewithmayand/orprocessingas notmayotherbebeableyourcompaniesnecessarytorequestprocessfororforourbodiesyourtheverificationrequestappointmentfor theunlesspurposeand ofrecordyouastatedproxyprovidepurpose.above,to usattend,withor whenactyourandandit isvoteyourrequiredonproxyyourto’sbehalfdoPersonalso asby directedData.law, forYouraboveexample,andatyourthein By providing your proxy’s Personal Data in this proxy form, you should have obtained the express consent (which has not been withdrawn in writing) from your proxy in using his/her Personal Data provided in this proxy form and that you have informed your proxy of the purpose for and the manner in which his/her Personal Data may be used. You/youryour/your proxyproxy’have/hass PersonaltheDatarightshouldto requestbe in accesswritingtobyand/ormail tocorrectionthe Company/Tricorof your/yourTengisproxy’sLimitedPersonalat Datathe aboverespectivelyaddress.in accordance with the provisions of the PDPO. Any such request for access to and/or correction of