Apollo Future Mobility Group Limited — Regulatory Filings 2024

Jun 6, 2024

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Monthly Return for Equity Issuer and Hong Kong Depositary Receipts listed under Chapter 19B of the Exchange Listing Rules on Movements in Securities

For the month ended:

31 May 2024

Status: New Submission

To : Hong Kong Exchanges and Clearing Limited

Name of Issuer: Apollo Future Mobility Group Limited (Incorporated in the Cayman Islands and continued in Bermuda with limited liability) Date Submitted: 06 June 2024

I. Movements in Authorised / Registered Share Capital

1. Class of shares	Ordinary shares	Ordinary shares	Type of shares	Not applicable	Not applicable	Not applicable	Listed on SEHK (Note 1)	Listed on SEHK (Note 1)	Listed on SEHK (Note 1)	Yes
Stock code	00860		Description
		Number of authorised/registered shares			Par value			Authorised/registered share capital
Balance at close of preceding month		200,000,000,000			HKD	0.01		HKD	2,000,000,000
Increase / decrease (-)								HKD
Balance at close of the month		200,000,000,000			HKD	0.01		HKD	2,000,000,000

Total authorised/registered share capital at the end of the month: HKD

2,000,000,000

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II. Movements in Issued Shares

1. Class of shares	Ordinary shares	Ordinary shares	Type of shares	Not applicable	Listed on SEHK (Note 1)	Yes
Stock code	00860		Description
Balance at close of preceding month		576,785,913
Increase / decrease (-)		445,652,177
Balance at close of the month		1,022,438,090

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III. Details of Movements in Issued Shares

(A). Share Options (under Share Option Schemes of the Issuer)

1. Class of shares issuable	1. Class of shares issuable	Ordinary shares	Ordinary shares	Type of shares	Type of shares	Not applicable	Not applicable	Shares issuable to be listed on SEHK (Note 1)	Shares issuable to be listed on SEHK (Note 1)	Shares issuable to be listed on SEHK (Note 1)	Yes	Yes
Stock code of shares issuable (if listed on SEHK) (Note 1)				00860
Particulars of share option scheme		Number of share options outstanding at close of preceding month	Movement during the month				Number of share options outstanding at close of the month		No. of new shares of issuer issued during the month pursuant thereto (A)	No. of new shares of issuer which may be issued pursuant thereto as at close of the month		The total number of securities which may be issued upon exercise of all share options to be granted under the scheme at close of the month
1).	2013 Share Option Scheme (Exercise Price: HK$13.00)	74,400					74,400			74,400		0
General Meeting approval date (if applicable)		01 March 2013
2).	2013 Share Option Scheme (Exercise Price: HK$35.64)	2,500,000					2,500,000			2,500,000		0
General Meeting approval date (if applicable)		20 April 2018
3).	2013 Share Option Scheme (Exercise Price: HK$9.50)	100,000					100,000			100,000		0
General Meeting approval date (if applicable)		01 March 2013
4).	2013 Share Option Scheme (Exercise Price: HK$$15.60)	6,300,000					6,300,000			6,300,000		0
General Meeting approval date (if applicable)		01 March 2013
5).	2013 Share Option Scheme (Exercise Price: HK$8.90)	550,000					550,000			550,000		0
General Meeting approval date (if applicable)		01 March 2013

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6).	2023 Share Option Scheme (Exercise Price: HK$0.554)	48,000,000	Lapsed	-3,250,000	44,750,000		0	0
General Meeting approval date (if applicable)		30 June 2023
7).	2024 Share Option Scheme							102,243,809
General Meeting approval date (if applicable)		31 May 2024

Total A (Ordinary shares):

Total funds raised during the month from exercise of options:

(B). Warrants to Issue Shares of the Issuer which are to be Listed Not applicable

(C). Convertibles (i.e. Convertible into Issue Shares of the Issuer which are to be Listed)

1. Class of shares issuable	1. Class of shares issuable	Ordinary shares	Ordinary shares	Ordinary shares	Type of shares	Type of shares	Not applicable	Not applicable	Shares issuable to be listed on SEHK (Note 1)	Shares issuable to be listed on SEHK (Note 1)	Shares issuable to be listed on SEHK (Note 1)	Yes	Yes
Stock code of shares issuable (if listed on SEHK) (Note 1)					00860
Description of the Convertibles			Currency	Amount at close of preceding month		Movement during the month				Amount at close of the month	No. of new shares of issuer issued during the month pursuant thereto (C)		No. of new shares of issuer which may be issued pursuant thereto as at close of the month
1).	9% Convertible Bonds of the Company due 2024		HKD	78,000,000		Redeemed		-78,000,000		0			0
Type of convertibles Stock code of the Convertibles (if listed on SEHK) (Note 1) Subscription/Conversion price General Meeting approval date (if applicable)			Bond/Notes HKD 11 19 March 2021
2).	9% Convertible Bonds of the Company due 2024		HKD	35,100,000		Redeemed		-35,100,000		0			0

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Type of convertibles Stock code of the Convertibles (if listed on SEHK) (Note 1) Subscription/Conversion price General Meeting approval date (if applicable)	Bond/Notes HKD 11 19 March 2021

Total C (Ordinary shares):

(D). Any other Agreements or Arrangements to Issue Shares of the Issuer which are to be listed, including Options (other than Share Options Schemes) Not applicable

(E). Other Movements in Issued Share

1. Class of shares issuable (Note 5 and 6)	1. Class of shares issuable (Note 5 and 6)	Ordinary shares	Ordinary shares	Ordinary shares	Type of shares	Type of shares	Not applicable	Not applicable	Not applicable	Not applicable	Shares issuable to be listed on SEHK (Note 1, 5 and 6)	Shares issuable to be listed on SEHK (Note 1, 5 and 6)	Shares issuable to be listed on SEHK (Note 1, 5 and 6)	Yes
Stock code of shares issuable (if listed on SEHK) (Note 1, 5 and 6)						00860
Type of Issue			At price (if applicable)					Issue and allotment date (Note 5 and 6)		General Meeting approval date (if applicable)		No. of new shares of issuer issued during the month pursuant thereto (E)	No. of new shares of issuer which may be issued pursuant thereto as at close of the month
			Currency	Amount
1).	Placing/Subscription		HKD	0.46				13 May 2024		06 May 2024		445,652,177
			Total E (Ordinary shares):									445,652,177
Total increase / decrease (-) in Ordinary shares during the month (i.e. Total of A to E)												445,652,177

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IV. Information about Hong Kong Depositary Receipt (HDR)

Not applicable

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V. Confirmations

We hereby confirm to the best knowledge, information and belief that, in relation to each of the securities issued by the issuer during the month as set out in Part III and IV which has not been previously disclosed in a return published under Main Board Rule 13.25A / GEM Rule 17.27A, it has been duly authorised by the board of directors of the listed issuer and, insofar as applicable:

(Note 2)

• (i) all money due to the listed issuer in respect of the issue of securities has been received by it;

(ii) all pre-conditions for listing imposed by the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited under "Qualifications of listing" have been fulfilled;

• (iii) all (if any) conditions contained in the formal letter granting listing of and permission to deal in the securities have been fulfilled;

• (iv) all the securities of each class are in all respects identical (Note 3);

(v) all documents required by the Companies (Winding Up and Miscellaneous Provisions) Ordinance to be filed with the Registrar of Companies have been duly filed and that compliance has been made with other legal requirements;

• (vi) all the definitive documents of title have been delivered/are ready to be delivered/are being prepared and will be delivered in accordance with the terms of issue;

• (vii) completion has taken place of the purchase by the issuer of all property shown in the listing document to have been purchased or agreed to be purchased by it and the purchase consideration for all such property has been duly satisfied; and

(viii) the trust deed/deed poll relating to the debenture, loan stock, notes or bonds has been completed and executed, and particulars thereof, if so required by law, have been filed with the Registrar of Companies.

Submitted by: Ng Cheuk Kwan Title: Company Secretary

(Director, Secretary or other Duly Authorised Officer)

Notes

1. SEHK refers to Stock Exchange of Hong Kong.

2. Items (i) to (viii) are suggested forms of confirmation which may be amended to meet individual cases. Where the issuer has already made the relevant confirmations in a return published under Main Board Rule 13.25A / GEM Rule 17.27A in relation to the securities issued, no further confirmation is required to be made in this return.

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3.

“Identical” means in this context:

• ．

the securities are of the same nominal value with the same amount called up or paid up;

• they are entitled to dividend/interest at the same rate and for the same period, so that at the next ensuing distribution, the dividend/interest payable per unit will amount to

• ． exactly the same sum (gross and net); and

• ． they carry the same rights as to unrestricted transfer, attendance and voting at meetings and rank pari passu in all other respects.

If there is insufficient space, please submit additional document.

1. In the context of repurchase of shares:

2. ． “shares issuable to be listed on SEHK” should be construed as “shares repurchased listed on SEHK”; and

3. ． “stock code of shares issuable (if listed on SEHK)” should be construed as “stock code of shares repurchased (if listed on SEHK)”; and

4. ． “class of shares issuable” should be construed as “class of shares repurchased”; and

5. ． “issue and allotment date” should be construed as “cancellation date”

In the context of redemption of shares:

• ． “shares issuable to be listed on SEHK” should be construed as “shares redeemed listed on SEHK”; and

• ． “stock code of shares issuable (if listed on SEHK)” should be construed as “stock code of shares redeemed (if listed on SEHK)”; and

• ． “class of shares issuable” should be construed as “class of shares redeemed”; and

• ． “issue and allotment date” should be construed as “redemption date”

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