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Contemporary Amperex Technology Co., Limited Proxy Solicitation & Information Statement 2025

Dec 10, 2025

50880_rns_2025-12-10_e05ac1ce-5342-4555-bd72-51c8db1484e4.pdf

Proxy Solicitation & Information Statement

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THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt about this circular or as to the action to be taken, you should consult your stockbroker or other licensed securities dealer, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Contemporary Amperex Technology Co., Limited, you should disregard this circular and the proxy form.

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

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)

SUPPLEMENTAL CIRCULAR

PROPOSED GRANT OF GENERAL MANDATE TO

ISSUE CORPORATE BONDS

AND

SUPPLEMENTAL NOTICE OF THE EXTRAORDINARY

GENERAL MEETING

IMPORTANT NOTICE: PLEASE NOTE THAT THE PURPOSE OF THE SUPPLEMENTAL CIRCULAR IS TO PROVIDE THE SHAREHOLDERS OF CONTEMPORARY AMPEREX TECHNOLOGY CO., LIMITED WITH INFORMATION REGARDING THE PROPOSED GRANT OF GENERAL MANDATE TO ISSUE CORPORATE BONDS, SO THAT THE SHAREHOLDERS OF CONTEMPORARY AMPEREX TECHNOLOGY CO., LIMITED MAY MAKE AN INFORMED DECISION ON VOTING IN RESPECT OF THE ADDITIONAL RESOLUTION TO BE PROPOSED AT THE EXTRAORDINARY GENERAL MEETING.

The Supplemental Circular should be read together with the First Circular dated December 9, 2025. Letter from the Board is set out on pages 3 to 7 of the Supplemental Circular.

The Company has published on December 9, 2025 the First Notice convening 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. The Supplemental Notice in relation to the Extraordinary General Meeting is set out on pages 8 to 11 of the Supplemental Circular. The Second Form of Proxy for use in connection with the Extraordinary General Meeting is enclosed herewith. Whether or not you intend to attend the Extraordinary General Meeting, please complete and return the Second Form of Proxy in accordance with the instructions stated thereon as soon as possible and in any event not less than 24 hours before the time appointed for the holding of the Extraordinary General Meeting or any adjournment thereof (i.e., by not later than 3:00 p.m., on Wednesday, December 24, 2025).

December 10, 2025


CONTENTS

Page

DEFINITIONS... 1

LETTER FROM THE BOARD... 3
I. PROPOSED GRANT OF GENERAL MANDATE TO ISSUE CORPORATE BONDS... 4
II. EXTRAORDINARY GENERAL MEETING... 6
III. VOTING BY POLL... 7
IV. RESPONSIBILITY STATEMENT... 7
V. RECOMMENDATION... 7

SUPPLEMENTAL NOTICE OF THE EXTRAORDINARY GENERAL MEETING... 8

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DEFINITIONS

In this circular, unless the context otherwise requires, the following expressions shall have the following meanings:

"Articles of Association"
the articles of association of the Company (as amended from time to time)

"Board"
the board of Directors

"Company"
Contemporary Amperex Technology Co., Limited (寧德時代新能源科技股份有限公司), a joint stock company with limited liability established in the PRC, the A Shares of which have been listed on the ChiNext of the Shenzhen Stock Exchange (stock code: 300750) and the H Shares of which have been listed on the Stock Exchange (stock code: 3750)

"Director(s)"
the director(s) of the Company

"Extraordinary General Meeting"
the extraordinary general meeting of the Company 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 and notice of which is set out on pages 8 to 11 of this circular

"First Circular"
the circular of the Company dated December 9, 2025

"First Form of Proxy"
the form of proxy of the Company published on December 9, 2025

"First Notice"
the notice of the Extraordinary General Meeting dated December 9, 2025

"Group"
the Company and its subsidiaries

"Hong Kong"
the Hong Kong Special Administrative Region of the PRC

"Latest Practicable Date"
December 5, 2025, being the latest practicable date prior to the publikment of the Supplemental Circular for ascertaining certain information herein

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DEFINITIONS

"Listing Rules"
the Rules Governing the Listing of Securities on the Stock Exchange of Hong Kong Limited, as amended and supplemented from time to time

"PRC"
the People's Republic of China

"Second Form of Proxy"
the second form of proxy to be used at the Extraordinary General Meeting accompanying the Supplemental Circular

"Share(s)"
share(s) of the Company

"Shareholder(s)"
holder(s) of Share(s)

"Stock Exchange"
The Stock Exchange of Hong Kong Limited

"Supplemental Circular"
the supplemental circular of the Company dated December 10, 2025

"Supplemental Notice"
the supplemental notice as set out on pages 8 to 11 of the Supplemental Circular

"%"
percent


LETTER FROM THE BOARD

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)

Executive Directors:

Mr. Zeng Yuqun (Chairman of the Board)

Mr. Pan Jian

Mr. Li Ping

Mr. Zhou Jia

Dr. Ouyang Chuying

Registered Office in Mainland China and

Headquarters:

No. 2 Xingang Road, Zhangwan Town

Jiaocheng District, Ningde City

Fujian Province

PRC

Independent Non-executive Directors:

Dr. Wu Yuhui

Mr. Lin Xiaoxiong

Dr. Zhao Bei

Principal Place of Business in Hong Kong:

13/F, LKF29

29 Wyndham Street

Central

Hong Kong

December 10, 2025

To the Shareholders

Dear Sir/Madam,

SUPPLEMENTAL CIRCULAR

PROPOSED GRANT OF GENERAL MANDATE TO

ISSUE CORPORATE BONDS

AND

SUPPLEMENTAL NOTICE OF THE EXTRAORDINARY

GENERAL MEETING

Reference is made to the announcements of the Company dated December 5, 2025 and the First Circular.

According to the Articles of Association, when convening Shareholders' meeting, Shareholders who individually or collectively hold more than 1% of the Shares have the right to submit proposals to the Company. Accordingly, Xiamen Ruiting Investment Co., Ltd. (which directly holds approximately 22.45% of the Shares as of the Latest Practicable Date) has submitted one temporary proposal. In accordance with relevant laws and regulations and the Articles of Association, the aforementioned temporary proposal will be submitted to the Extraordinary General Meeting for consideration.


LETTER FROM THE BOARD

The purpose of the Supplemental Circular is to provide you with the relevant information in order to allow you to make an informed decision on voting in respect of an additional resolution to be proposed at the Extraordinary General Meeting. The Supplemental Circular should be read together with the First Circular.

I. PROPOSED GRANT OF GENERAL MANDATE TO ISSUE CORPORATE BONDS

It is proposed to the Shareholders at the Extraordinary General Meeting for the approval of the grant of a general mandate to issue corporate bonds, in order to satisfy the needs of production, operation and business development of the Group, optimize the debt structure, reduce financing costs and promote the steady development of the Group's various businesses.

The principal terms of the proposed grant of general mandate to issue corporate bonds are set out below:

Issuer:
The Company.

Issuance size:
The issue size of the corporate bonds shall not be more than (and including) RMB10.0 billion, and the specific issue size of the corporate bonds is subject to the final registered amount.

Term:
The term of the corporate bonds shall not be more than (and including) 5 years. The specific issuance term will be determined based on the Company's actual funding needs and market conditions at the time of issuance, and it can be a single-term product or a combination of multiple-term products.

Issuance method:
Public offering in the national interbank bond market or exchange market, underwritten by underwriting institutions on a residual underwriting basis. The issuance can be conducted in one or more installments within the registered quota and validity period, depending on the Company's actual funding needs and market conditions.

Interest rate:
The interest rate shall be determined in accordance with the prevailing market conditions at the time of issuance and the results of the book-building process.

Target investors:
Investors in the national interbank bond market or exchange market (excluding those prohibited from purchasing by national laws and regulations).


LETTER FROM THE BOARD

Use of proceeds:
The proceeds from the issuance of the corporate bonds will be primarily used for project construction, supplementing working capital, repaying interest-bearing liabilities and other purposes that comply with laws, regulations and regulatory requirements, and will be used in accordance with the provisions of the issuance documents.

Validity period of the resolution:
The resolution to issue the corporate bonds is valid for 24 months from the date of approval by the Shareholders’ meeting.

It is proposed to the Shareholders at the Extraordinary General Meeting to authorize the general manager of the Company and then to the authorized person(s) by the general manager to deal with, among others, the following matters in relation to the issuance of corporate bonds:

(1) Within the scope permitted by laws, regulations and the Articles of Association, and having regard to the specific circumstances of the Company and the market, to formulate and implement the specific issuance plan for the bonds under the issuance and to revise and adjust such plan, including but not limited to determining the aggregate principal amount, term, interest rate, time of issuance, whether to issue in tranches, the number of tranches and the issuance size of each tranche, underwriting method, use of proceeds and their specific applications and all other matters relating to the terms of the issuance;

(2) To determine, appoint or replace the underwriters and other intermediaries participating in the issuance;

(3) To be responsible for the preparation, amendment, execution and filing of all agreements and legal documents relating to the issuance, including but not limited to registration and issuance application documents, the bond prospectus, the underwriting agreement and other relevant legal documents, as well as the information disclosure documents in accordance with applicable regulatory rules;

(4) To handle all necessary procedures in relation to the registration and issuance, including but not limited to the relevant registration and filing procedures, and the procedures relating to issuance, trading and circulation of the bonds;

(5) In light of the actual progress of the issuance of bonds and the actual funding needs of the Company, to determine and adjust the specific arrangements for the use of the proceeds, including their specific purposes and amounts;

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LETTER FROM THE BOARD

(6) In the event of any change in regulatory policies or market conditions, except for matters which, under relevant laws, regulations and the Articles of Association, are required to be resubmitted to the Shareholders' meeting for approval, to make corresponding adjustments to the specific issuance plan and other related matters of the issuance in accordance with the opinions of the regulatory authorities; and

(7) To handle all other necessary matters in relation to the issuance.

The above authorisations shall become effective from the date on which the proposed grant of the general mandate to issue corporate bonds is approved at the Extraordinary General Meeting and shall remain valid throughout the period of registration, issuance and duration of the corporate bonds thereunder.

II. EXTRAORDINARY GENERAL MEETING

The Company will convene the Extraordinary General Meeting on December 25, 2025 at 3:00 p.m. at Meeting Room, Level 1, Technology Building, No. 2 Xingang Road, Zhangwan Town, Jiaocheng District, Ningde City, Fujian Province, PRC as originally scheduled to consider and, if thought fit, to approve, among other things, the general mandate to register and issue debentures.

As the First Form of Proxy does not contain the additional resolutions proposed as set out in the Supplemental Circular, the Second Form of Proxy is enclosed with the Supplemental Circular. Whether or not you are able to attend the Extraordinary General Meeting, you are requested to complete the enclosed Second Form of Proxy in accordance with the instructions stated thereon and return it to the Hong Kong share registrar of the Company, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Center, 183 Queen's Road East, Wan Chai, Hong Kong as soon as possible but in any event not less than 24 hours before the time appointed for the holding of the Extraordinary General Meeting (i.e. not later than 3:00 p.m. on Wednesday, December 24, 2025) or any adjournment thereof.

The Second Form of Proxy shall supersede the First Form of Proxy 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.

Completion and return of the form of proxy will not preclude Shareholders from attending and voting in person at the Extraordinary General Meeting (or any adjournment thereof) if they so wish and, in such event, the instrument appointing a proxy shall be deemed to be revoked.

Please refer to the First Circular and First Notice for details of the other resolutions to be submitted to the Extraordinary General Meeting for consideration, eligibility for attending the Extraordinary General Meeting, closure of register of members and other relevant matters in relation to the Extraordinary General Meeting.


LETTER FROM THE BOARD

III. VOTING BY POLL

Pursuant to Rule 13.39(4) of the Listing Rules, any vote of Shareholders at a general meeting must be taken by poll. Accordingly, the additional resolution to be proposed at the Extraordinary General Meeting will be voted on by poll.

None of the Shareholders is required to abstain from voting in favour of the additional resolution to be brought to the Extraordinary General Meeting.

IV. RESPONSIBILITY STATEMENT

This Supplemental Circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief, the information contained in this Supplemental Circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make this Supplemental Circular or any statement herein misleading.

V. RECOMMENDATION

The Directors are of the opinion that the additional resolution as set out in the Supplemental Notice for the Shareholders' consideration and approval is in the interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend the Shareholders to vote in favor of the additional resolution to be proposed at the Extraordinary General Meeting.

Yours faithfully,

For and on behalf of the Board

Contemporary Amperex

Technology Co., Limited

Mr. Zeng Yuqun

Chairman of the Board,

Executive Director and

General Manager


SUPPLEMENTAL NOTICE OF THE EXTRAORDINARY GENERAL MEETING

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)

Reference is made to (1) the circular (the “First Circular”) of Contemporary Amperex Technology Co., Limited (the “Company”) dated December 9, 2025, which sets out details of the resolutions of the proposed amendments to certain systems of the Company, proposed appointment of executive Director, general mandate to the Board for issuing H shares, additional cap for provision of guarantee to subsidiaries in 2025 and the proposed amendments to the Articles of Association and its appendices; (2) the circular (the “Supplemental Circular”) of the Company dated December 10, 2025, which sets out details of the additional resolution of the proposed grant of general mandate to issue corporate bonds; and (3) the notice (the “First Notice”) of the extraordinary general meeting (the “Extraordinary General Meeting”) of the Company dated December 9, 2025, which sets out resolutions no. 1 to 4 and no. 6 to 8 below to be submitted at the Extraordinary General Meeting for the Company’s shareholders’ approval.

SUPPLEMENTAL NOTICE IS HEREBY GIVEN THAT the extraordinary general meeting (the “Extraordinary General Meeting”) of Contemporary Amperex Technology Co., Limited (the “Company”) will 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. as originally scheduled to consider, approve and authorize the following matters. Unless the context requires otherwise, capitalised terms used herein shall have the same meanings as those defined in the First Circular and the Supplemental Circular.

Ordinary Resolutions

  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

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SUPPLEMENTAL NOTICE OF THE EXTRAORDINARY GENERAL MEETING

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

  1. To consider and approve the proposed appointment of an executive Director
  2. To consider and approve:

“THAT:

(1) a general mandate be and is hereby generally and unconditionally given to the Directors and then to delegate to the chairman of the Board and his authorized person(s) by the Board during the Relevant Period (as defined below) to decide to issue, allot and deal with H shares and/or options (including convertible bonds and other securities with the right to subscribe for or convert into new H shares) separately or concurrently depending on market conditions and the needs of the Company’s business development, within a limit not exceeding 5% of the total number of the Shares in issue (excluding any treasury shares) as at the date of this resolution being considered and approved at the shareholders’ meeting

(2) the general mandate in paragraph (1) above shall authorize the Directors and then to delegate to the chairman of the Board and his authorized person(s) by the Board during the Relevant Period to approve, sign and make or cause to be signed and made all documents, deeds and matters that they deem related to the exercise of the general mandate mentioned above

(3) for the purpose of this resolution, “Relevant Period” means the period from the passing of this resolution until the earliest of: (i) date of the conclusion of the 2025 annual general meeting of the Shareholders to be held in 2026; and (ii) the revocation or variation of the authority given to the Directors of the Company under this resolution by way of resolution at any general meeting of the Company”

  1. To consider and approved the additional cap for provision of guarantee to subsidiaries in 2025
  2. To consider and approve the proposed grant of general mandate to issue corporate bonds

SUPPLEMENTAL NOTICE OF THE EXTRAORDINARY GENERAL MEETING

Special Resolutions

  1. To consider and approve the proposed amendments to the Articles of Association
  2. To consider and approve the proposed amendments to the Rules of Procedures of Shareholders' Meetings
  3. To consider and approve the proposed amendments to the Rules of Procedures of the Board

By Order of the Board
Contemporary Amperex Technology Co., Limited
Mr. Zeng Yuqun
Chairman of the Board,
Executive Director and General Manager

Hong Kong, December 10, 2025

Registered Office in Mainland China and Headquarters:
No. 2 Xingang Road, Zhangwan Town
Jiaocheng District, Ningde City
Fujian Province
PRC

Principal Place of Business in Hong Kong:
13/F, LKF29
29 Wyndham Street
Central
Hong Kong

Notes:

(1) A second form of proxy (the "Second Form of Proxy") containing the resolutions above is enclosed with the Supplemental Circular.
(2) IMPORTANT: THE SECOND FORM OF PROXY SHALL SUPERSEDE THE FORM OF PROXY (THE "FIRST FORM OF PROXY") ENCLOSED WITH THE FIRST CIRCULAR 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.
(3) A shareholder of the Company entitled to attend and vote at the above meeting is entitled to appoint one or more proxies to attend, speak and vote in his/her stead. The proxy does not need to be a shareholder of the Company. For the avoidance of doubt, holders of treasury shares of the Company (if any) are not entitled to vote at the Extraordinary General Meeting.
(4) Where there are joint registered holders of any shares, any one of such persons may vote at the above meeting (or at any adjournment of it), either personally or by proxy, in respect of such shares as if he/she were solely entitled thereto but the vote of the senior holder who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the vote(s) of the other joint holders and, for this purpose, seniority shall be determined by the order in which the names stand in the register of members of the Company in respect of the relevant joint holding.


SUPPLEMENTAL NOTICE OF THE EXTRAORDINARY GENERAL MEETING

(5) In order to be valid, the completed form of proxy, must be deposited at the Hong Kong share registrar of the Company, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Center, 183 Queen’s Road East, Wan Chai, Hong Kong together with the power of attorney or other authority (if any) under which it is signed or a certified copy of that power of attorney or authority (such certification to be made by either a notary public or a solicitor qualified to practice in Hong Kong), at least 24 hours before the time appointed for holding the above meeting (i.e. not later than 3:00 p.m. on Wednesday, December 24, 2025) or any adjournment thereof (as the case may be). The completion and return of the form of proxy shall not preclude shareholders of the Company from attending and voting in person at the above meeting (or any adjourned meeting thereof) if they so wish.

(6) The register of members of the Company will be closed from Friday, December 19, 2025 to Wednesday, December 24, 2025, both days inclusive, in order to determine the eligibility of shareholders to attend the above meeting, during which period no share transfers will be registered. The record date for determining the eligibility of holders of H Shares to attend and vote at the Extraordinary General Meeting will be Wednesday, December 24, 2025. To be eligible to attend the above meeting, all properly completed transfer forms accompanied by the relevant share certificates must be lodged for registration with the Hong Kong share registrar of the Company, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Center, 183 Queen’s Road East, Wan Chai, Hong Kong not later than 4:30 p.m. on Thursday, December 18, 2025.

(7) Pursuant to Rule 13.39(4) of the Listing Rules, voting for all the resolutions set out in this notice will be taken by poll at the above meeting.

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