Apollo Future Mobility Group Limited — Share Issue/Capital Change 2021

Dec 6, 2021

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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:

30 November 2021

Status: New Submission

To : Hong Kong Exchanges and Clearing Limited

Name of Issuer: Apollo Future Mobility Group Limited (incorporated in the Cayman Islands with limited liability) Date Submitted: 06 December 2021

I. Movements in Authorised / Registered Share Capital

1. Type of shares	Ordinary shares	Ordinary shares	Class 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		10,000,000,000			HKD	0.1		HKD	1,000,000,000
Increase / decrease (-)								HKD
Balance at close of the month		10,000,000,000			HKD	0.1		HKD	1,000,000,000

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

1,000,000,000

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II. Movements in Issued Shares

1. Type of shares	Ordinary shares	Ordinary shares	Class of shares	Not applicable	Listed on SEHK (Note 1)	Yes
Stock code	00860		Description
Balance at close of preceding month		7,982,794,562
Increase / decrease (-)
Balance at close of the month		7,982,794,562

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III. Details of Movements in Issued Shares

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

1. Type of shares issuable	1. Type of shares issuable	Ordinary shares	Ordinary shares	Class of shares	Class 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$0.65)	2,976,000					2,976,000			2,976,000		355,693,060
General Meeting approval date (if applicable)		01 March 2013
2).	2013 Share Option Scheme (Exercise Price: HK$0.85)	20,000,000					20,000,000			20,000,000		355,693,060
General Meeting approval date (if applicable)		01 March 2013
3).	2013 Share Option Scheme (Exercise Price: HK$1.782)	50,000,000					50,000,000			50,000,000		355,693,060
General Meeting approval date (if applicable)		20 April 2018
4).	2013 Share Option Scheme (Exercise Price: HK$0.475)	73,000,000					73,000,000			73,000,000		355,693,060
General Meeting approval date (if applicable)		01 March 2013
5).	2013 Share Option Scheme (Exercise Price: HK$$0.78)	380,000,000					380,000,000			380,000,000		355,693,060
General Meeting approval date (if applicable)		01 March 2013

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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. Type of shares issuable	1. Type of shares issuable	Ordinary shares	Ordinary shares	Ordinary shares	Class of shares	Class 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				0		78,000,000			141,818,181
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 0.55 19 March 2021
2).	9% Convertible Bonds of the Company due 2024		HKD	85,800,000				0		85,800,000			156,000,000
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 0.55 19 March 2021

Total C (Ordinary shares):

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(D). Any other Agreements or Arrangements to Issue Shares of the Issuer which are to be listed, including Options (other than Share Options Schemes)

1. Type of shares issuable	1. Type of shares issuable	Ordinary shares	Class of shares	Not applicable	Not applicable	Not applicable	Shares issuable to be listed on SEHK (Note 1)	Shares issuable to be listed on SEHK (Note 1)	Yes
Stock code of shares issuable (if listed on SEHK) (Note 1)			00860
Description					General Meeting approval date (if applicable)	No. of new shares of issuer issued during the month pursuant thereto (D)		No. of new shares of issuer which may be issued pursuant thereto as at close of the month
1).	Pursuant to the Agreement dated 16 May 2019 and Supplemental Agreements dated 15 August 2019 and 3 January 2020, the Company has conditionally agreed to Vendor has conditionally agreed to sell, the Sale Shares representing approximately 86.06% of the total issued share purchase, and the capital of the Target Company. Depending on the financial performance of the Target Group for the three years ending 31 December 2021, up to 1,655,232,000 Consideration Shares may be issued and allotted to the Vendor. For details, please refer to the announcements dated 16 May 2019, 15 August 2019 and 3 January 2020, and circular dated 18 February 2020.				12 March 2020			1,655,232,000
2).	Pursuant to the Agreement dated 31 October 2019 and Supplemental Agreements dated 12 December 2019, 13 March 2020, 11 June 2020, 15 September 2020 and 14 December 2020, the Company has conditionally agreed to purchase, and the Vendors have conditionally agreed to sell, the Sale Shares representing the entire issued share capital of the Target Company. The aggregate consideration for the Acquisition of up to approximately EUR36,000,000 comprises (a) the Initial Consideration Price in the amount of EUR15,000,000; and (b) to the extent certain profit targets are met, the Further Consideration Price in the amount of up to EUR4,200,000 and the Consideration Shares of an aggregate value of up to approximately EUR16,800,000. The maximum aggregate number of Consideration Shares to be allotted and issued to the Vendors shall not exceed 281,080,000 Shares. For details, please refer to the announcements dated 31 October 2019, 12 December 2019, 13 March 2020, 11 June 2020, 15 September 2020 and 14 December 2020, and circular dated 24 December 2020.				29 January 2021			281,080,000

Total D (Ordinary shares): (E). Other Movements in Issued Share Not applicable Total increase / decrease (-) in Ordinary shares during the month (i.e. Total of A to E)

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IV. Information about Hong Kong Depositary Receipt (HDR)

Not applicable

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V. Confirmations

Not applicable

Submitted by: Ho King Fung, Eric Title: Director

Director

(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.

3. “Identical” means in this context:

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

5. 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

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

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

8. If there is insufficient space, please submit additional document.

9. In the context of repurchase of shares:

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

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

12. ． “type of shares issuable” should be construed as “type of shares repurchased”; and

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

14. In the context of redemption of shares:

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

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

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

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

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