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Li Auto Inc. Proxy Solicitation & Information Statement 2021

Oct 19, 2021

50342_rns_2021-10-19_bef70107-e3ab-40cf-82c8-4ff1f130c150.pdf

Proxy Solicitation & Information Statement

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

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Li Auto Inc. 理想汽車

(A company controlled through weighted voting rights and incorporated in the Cayman Islands with limited liability) (NASDAQ: LI and HKEX: 2015)

NOTICE OF CLASS B MEETING

to be held on November 16, 2021

(or any adjourned or postponed meeting thereof)

NOTICE IS HEREBY GIVEN that a class meeting of holders of Class B ordinary shares with a par value of US$0.0001 each (the “ Class B Meeting ”) of Li Auto Inc. (the “ Company ”) will be held at 10:30 a.m. (or soon after the class meeting of holders of the Class A ordinary shares of the Company convened on the same date and at the same place as the Class B Meeting), on November 16, 2021 at our offices located at Room 108, 339 Dongxindian, Chaoyang District, Beijing, China, for the purposes of considering and, if thought fit, passing the following resolution (the “ Class-based Resolution ”):

  1. as an ordinary resolution, THAT subject to the passing of the Class-based Resolution at the class meeting of holders of the Class A ordinary shares with a par value of US$0.0001 each and the passing of a special resolution at the extraordinary general meeting of the Company convened on the same date and at the same place as the Class B Meeting, the Company’s Fourth Amended and Restated Memorandum of Association and Articles of Association be amended and restated by their deletion in their entirety and by the substitution in their place of the Fifth Amended and Restated Memorandum of Association and Articles of Association in the form as set out in Part A of Appendix I to the circular of the Company dated October 19, by incorporating the following requirements under the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “ Hong Kong Listing Rules ”): paragraph 2(1) of Part B of Appendix 13 and Rules 8A.09, 8A.13 to 8A.19 and 8A.22 to 8A.24.

The passing of the above resolution requires approval by a simple majority of the votes cast by the members of Class B ordinary shares who are present and voting in person or by proxy at the Class B Meeting. The quorum of the Class B Meeting shall be one or more members or representing by proxy holding at least one-third in nominal or par value amount of the issued Class B ordinary shares of the Company.

SHARES RECORD DATE

The board of directors of the Company has fixed the close of business on October 13, 2021, Hong Kong time, as the record date (the “ Shares Record Date ”) of Class B ordinary shares with a par value of US$0.0001 each (the “ Class B Ordinary Shares ”). Holders of record of the Class B Ordinary Shares (as of the Shares Record Date) are entitled to attend and vote at the Class B Ordinary Shares and any adjourned meeting thereof.

– B-1 –

ATTENDING THE CLASS B MEETING

Only holders of record of Class B Ordinary Shares as of the Shares Record Date are entitled to attend and vote at the Class B Meeting. In order to prevent the spread of the COVID-19 pandemic and to safeguard the health and safety of shareholders, the Company may implement certain precautionary measures at the Class B Meeting. All officers and agents of the Company reserve the right to refuse any person entry to the Class B Meeting venue, or to instruct any person to leave the Class B Meeting venue, where such officer or agent reasonably considers that such refusal or instruction is or may be required for the Company or any other person to be able to comply with applicable laws and regulations. The exercise of such right to refuse entry or instruct to leave shall not invalidate the proceedings at the Class B Meeting.

PROXY FORMS

A holder of Class B Ordinary Shares as of the Shares Record Date may appoint a proxy to exercise his or her rights at the Class B Meeting. Please refer to the proxy form (for holders of Class B Ordinary Shares), which is available on our website at http://ir.lixiang.com.

Holders of record of the Class B Ordinary Shares on the Company’s Register of Members as of the Shares Record Date are cordially invited to attend the Class B Meeting in person. Your vote is important. You are urged to complete, sign, date and return the accompanying proxy form to us (for holders of Class B Ordinary Shares) as promptly as possible and before the prescribed deadline if you wish to exercise your voting rights. We must receive the proxy form by no later than 10:30 a.m., Hong Kong Time, on November 14, 2021 at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong to ensure your representation at the Class B Meeting.

By Order of the Board of Directors, Li Auto Inc.

/s/Xiang Li

Xiang Li

Chairman of the Board

Head Office: Li Auto R&D Headquarters 11 Wenliang Street Shunyi District, Beijing 101399 People’s Republic of China

Registered Office: PO Box 309, Ugland House Grand Cayman KY1-1104 Cayman Islands

October 19, 2021

As of the date of this notice, the board of directors of the Company comprises Mr. Xiang Li, Mr. Yanan Shen, and Mr. Tie Li as executive directors, Mr. Xing Wang and Mr. Zheng Fan as non-executive directors, and Mr. Hongqiang Zhao, Mr. Zhenyu Jiang, and Prof. Xing Xiao as independent non-executive directors.

– B-2 –