AI assistant
Contemporary Amperex Technology Co., Limited — Proxy Solicitation & Information Statement 2025
Dec 10, 2025
50880_rns_2025-12-10_628a63fb-e2eb-4e10-a0f0-8b0739cd7270.pdf
Proxy Solicitation & Information Statement
Open in viewerOpens in your device viewer
CATL
Contemporary Amperex Technology Co., Limited
寧德時代新能源科技股份有限公司
(A joint stock company incorporated in the People's Republic of China with limited liability)
(Stock Code: 3750)
SECOND PROXY FORM FOR USE AT THE EXTRAORDINARY GENERAL MEETING TO BE HELD ON DECEMBER 25, 2025
| Number of Shares to which this second proxy form relates^{(Note 1)} | |
|---|---|
I/We(Note 2)
of
being the holder(s) of _________ H Shares(Note 3) of the Company, hereby
appoint the Chairman of the meeting or(Note 4)
of _________
as my/our proxy to attend and vote for me/us and on my/our behalf at the extraordinary general meeting (the "Extraordinary General Meeting") to be held at Meeting Room, Level 1, Technology Building, No. 2 Xingang Road, Zhangwan Town, Jiaocheng District, Ningde City, Fujian Province, PRC on Thursday, December 25, 2025 at 3:00 p.m. or any adjournment thereof. I/We direct that my/our votes be cast on the resolutions set out in the notice of the Extraordinary General Meeting dated December 9, 2025 (the "First Notice") and the supplemental notice of the Extraordinary General Meeting dated December 10, 2025 (the "Supplemental Notice") as indicated in the appropriate boxes below, and, if no such indication is given, as my/our proxy thinks fit. Unless otherwise defined in this second proxy form, capitalised terms used herein shall have the same meanings as those defined in the First Notice and the Supplemental Notice.
| Ordinary Resolutions | For^{(Note 5)} | Against^{(Note 5)} | Abstain^{(Note 5)} | |
|---|---|---|---|---|
| 1 | To consider and approve the proposed amendments to certain systems of the Company: | |||
| 1.1 Implementation Rules of Cumulative Voting System | ||||
| 1.2 External Investment Management System | ||||
| 1.3 Entrusted Wealth Management System | ||||
| 1.4 Related Party (Connected) Transactions Management System | ||||
| 1.5 External Guarantee Management System | ||||
| 1.6 External Donations Management System | ||||
| 1.7 Raised Funds Management System | ||||
| 1.8 System for Preventing Fund Occupation by Controlling Shareholders and their Related Parties | ||||
| 2 | To consider and approve the proposed appointment of an executive Director | |||
| 3 | To consider and approve the grant of a general mandate to the Board to issue Shares | |||
| 4 | To consider and approve the additional cap for provision of guarantee to subsidiaries in 2025 | |||
| 5 | To consider and approve the proposed grant of general mandate to issue corporate bonds | |||
| Special Resolutions | For^{(Note 5)} | Against^{(Note 5)} | Abstain^{(Note 5)} | |
| 6 | To consider and approve the proposed amendments to the Articles of Association | |||
| 7 | To consider and approve the proposed amendments to the Rules of Procedures of Shareholders' Meetings | |||
| 8 | To consider and approve the proposed amendments to the Rules of Procedures of the Board |
Date: _________ 2025
Signature(Note 6): _________
Notes:
- Please insert the number of H Shares registered in your name(s) to which this second proxy form relates. This second proxy form will be deemed to relate to such number of H Shares inserted. If no number is inserted, this second proxy form will be deemed to relate to all the H Shares in the Company registered in your name(s).
- Please insert the full name(s) (in Chinese or English) and address(es) (must be the same address(es) as shown in the register of members of the Company) as shown in the register of members of the Company in BLOCK LETTERS.
- Please insert the number of H Shares registered in your name(s).
- If any proxy other than the Chairman of the Extraordinary General Meeting is preferred, delete the words "the Chairman of the meeting or" and insert the name and address of the proxy desired in the space provided. A shareholder may appoint one or more proxies to attend and vote in his/her stead. A proxy need not be a shareholder of the Company. Any alteration made to this second proxy form must be duly initiated by the person who signs it.
- IMPORTANT: if you wish to vote for any resolution, please tick a “” in the box marked “For” or insert the number of H Shares(s) you hold. If you wish to vote against any resolution, please tick a “” in the box marked “Against” or insert the number of H Shares(s) you hold. If you wish to abstain from vote, please tick a “_” in the box marked “Abstain” or insert the number of H Shares(s) you hold. The shares abstained will be counted in the calculation of the required majority, key vote which is not filled or filled wrongly or with unrecognizable writing or not cast will be counted as “Abstained”. If you do not indicate how you wish your proxy to vote, your proxy will be entitled to exercise his discretion. Unless you have indicated otherwise in this second proxy form, your proxy will also be entitled to vote at his/her discretion on any resolution duly put to the Extraordinary General Meeting other than those referred to in the notice convening the Extraordinary General Meeting.
- This second proxy form must be signed by you or your attorney duly authorized in writing. In the case of a legal person, this second proxy form must either be executed under seal or under the hand of a director thereof or an attorney duly authorized. In case of joint holders of shares, this second proxy form must be signed by the joint holder whose name stands first in the register of members of the Company.
- To be valid, if this second proxy form is signed by a person on behalf of the appointer pursuant to a power of attorney or other authority, a notarially certified copy of that power of attorney or other authority must be delivered to the Company's H Share Registrar, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong (for the purpose of holders of H Shares of the Company) not less than 24 hours before the time for holding the Extraordinary General Meeting or the time appointed for voting by poll.
- The completion and submission of this second proxy form shall not preclude you from attending and voting at the Extraordinary General Meeting in person.
- Where there are joint holders of any H Shares of the Company, any one of such persons may vote at the Extraordinary General Meeting, either personally or by proxy, in respect of such H Shares as if he/she were solely entitled thereto. However, if more than one of such joint holders is present at the Extraordinary General Meeting, either personally or by proxy, then one of the said persons is present whose name stands first in the register of members of the Company in respect of such H Shares shall alone be entitled to vote in respect thereof. A proxy need not be a shareholder of the Company. In the event that a shareholder appoints more than one proxy to attend the Extraordinary General Meeting, such proxies may only exercise their voting rights according to their H Shares in a poll.
- IMPORTANT: THIS SECOND FORM OF PROXY SHALL SUPERSEDE THE FORM OF PROXY (THE "FIRST FORM OF PROXY") ENCLOSED WITH THE CIRCULAR OF THE COMPANY DATED DECEMBER 9, 2025 AND THE FIRST FORM OF PROXY SHALL BE DEEMED INVALID. SHAREHOLDERS WHO HAVE COMPLETED AND DELIVERED THE FIRST FORM OF PROXY SHALL COMPLETE AND RETURN THE SECOND FORM OF PROXY IN ACCORDANCE WITH THE INSTRUCTIONS STATED THEREON.