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Zhejiang Leapmotor Technology Co., Ltd. Proxy Solicitation & Information Statement 2023

Apr 17, 2023

51144_rns_2023-04-17_3dfed616-9093-4e6c-9578-76c78121d995.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 announcement, 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 announcement.

ZHEJIANG LEAPMOTOR TECHNOLOGY CO., LTD. 浙江零跑科技股份有限公司

(A joint stock company incorporated in the People’s Republic of China with limited liability) (Stock Code: 9863)

NOTICE OF DOMESTIC SHAREHOLDERS’ CLASS MEETING

Notice is hereby given that a domestic shareholders’ class meeting (the “ Domestic Shareholders’ Class Meeting ”) of Zhejiang Leapmotor Technology Co., Ltd. (the “ Company ”) will be convened and held at Meeting Room, 12/F, Xintu Building, No. 451 Wulianwang Street, Binjiang District, Hangzhou, Zhejiang Province, China on Wednesday, May 17, 2023 at 3:00 p.m. or immediately after the conclusion of the 2023 annual general meeting of the Company (the “ Annual General Meeting ”) for the purpose of considering, and if thought fit, passing the following resolution:

SPECIAL RESOLUTION

  1. To consider and approve a general mandate for the directors of the Company to repurchase the overseas listed foreign share(s) of the Company issued by the Company with a nominal value of RMB1.00 each, which is/are to be subscribed for and traded in Hong Kong dollars and is/are listed on The Stock Exchange of Hong Kong Limited (the “ H Shares ”):

THAT :

  • (a) subject to compliance with the prevailing requirements of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited and paragraph (b) below, a general mandate be and is hereby generally and unconditionally given to the directors of the Company to (i) exercise during the Relevant Period (as defined below) all the powers of the Company to repurchase H Shares in accordance with all applicable laws, rules and regulations; (ii) make any amendments to the Articles of Association in relation to the repurchase of Shares and changes in registered capital as it duly thinks necessary; and (iii) take any other necessary actions and proceed with other necessary procedures in order to implement the repurchase and realize the decrease in registered capital;

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  • (b) the total number of H Shares of the Company to be repurchased pursuant to the mandate in paragraph (a) above shall not exceed 10% of the total number of issued H Shares as at the date of passing of this resolution at the Annual General Meeting and the relevant class meetings of the Company (subject to adjustment in the case of any consolidation or subdivision of shares of the Company after the date of passing of this resolution); and

  • (c) for the purposes of this resolution:

“Relevant Period” means the period from the day when the authority conferred by this special resolution is approved by a special resolution of shareholders at the Annual General Meeting and the relevant class meetings of the Company until whichever is the earliest of:

  • (i) the conclusion of the next annual general meeting of the Company;

  • (ii) the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company or any applicable laws to be held; and

  • (iii) the date on which the authority set out in this resolution is revoked or varied by a special resolution of the shareholders in a general meeting or a class meeting.”

By Order of the Board Zhejiang Leapmotor Technology Co., Ltd. Mr. Zhu Jiangming Founder, Chairperson of the Board and Chief Executive Officer

Hong Kong, April 17, 2023

Notes:

  1. All resolutions at the meeting will be taken by poll (except where the chairman decides to allow a resolution relating to a procedural or administrative matter to be voted on by a show of hands) pursuant to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “ Listing Rules ”). The results of the poll will be published on the websites of Hong Kong Exchanges and Clearing Limited and the Company in accordance with the Listing Rules.

  2. Any shareholder of the Company entitled to attend and vote at the meeting is entitled to appoint more than one proxy to attend and on a poll, vote instead of him. A proxy need not be a shareholder of the Company. If more than one proxy is appointed, the number of shares in respect of which each such proxy so appointed must be specified in the relevant form of proxy. Every shareholder present in person or by proxy shall be entitled to one vote for each share held by him.

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  1. In order to be valid, the form of proxy, together with the power of attorney or other authority, if any, under which it is signed or a notarized copy of that power of attorney or authority, must be deposited at the Company’s registered office in the PRC at 1/F, No. 451 Wulianwang Street Binjiang District, Hangzhou Zhejiang Province, China not less than 24 hours before the time appointed for the meeting (i.e. not later than 3:00 p.m. on Tuesday, May 16, 2023 (Hong Kong time)) or any adjournment thereof. Completion and return of the form of proxy shall not preclude a shareholder of the Company from attending and voting in person at the meeting and, in such event, the instrument appointing a proxy shall be deemed to be revoked.

  2. If a tropical cyclone warning signal number 8 or above or is hoisted, or “extreme conditions” caused by super typhoons or a black rainstorm warning or is/are in force at 3:00 p.m. on May 17, 2023, the Domestic Shareholders’ Class Meeting will not be held on May 17, 2023 but will be postponed to a later date and if postponed, the Company will as soon as practicable post an announcement on the websites of Hong Kong Exchanges and Clearing Limited and the Company.

As at the date hereof, the executive Directors of the Company are Mr. Zhu Jiangming, Mr. Wu Baojun and Mr. Cao Li; the non-executive Director of the Company is Mr. Jin Yufeng; and the independent non-executive Directors of the Company are Mr. Fu Yuwu, Dr. Huang Wenli and Ms. Drina C Yue.

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