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. GEELY AUTOMOBILE HOLDINGS LIMITED (Incorporated in the Cayman Islands with limited liability) (Stock code: 175) CONNECTED TRANSACTIONS IN RELATION TO THE MAPLE GUORUN DISPOSAL AND THE ZEEKR TECHNOLOGY ACQUISITION Financial Adviser to Geely Automobile Holdings Limited INTRODUCTION Reference is made to the Announcement in relation to the Company entering into the cooperation framework agreement with Geely Holding in relation to the formation of the JV Company which will establish an indirect wholly foreign-owned enterprise in the PRC for the purpose of engaging in the research and development, purchase and sale of the electric mobility related products such as the intelligent electric vehicles under the ZEEKR Brand and the provision of service relating thereto. The Board is pleased to announce that the formation of the JV Company was completed on 31 March 2021. The JV Company is a subsidiary of the Company and the financial results of the JV Group will be consolidated into the consolidated financial statements of the Group. CONNECTED TRANSACTIONS IN RELATION TO THE MAPLE GUORUN DISPOSAL AND THE ZEEKR TECHNOLOGY ACQUISITION As stated in the Announcement, the JV Company would consolidate all kinds of assets required in the research and development, purchase and sale of electric vehicles and technologies to establish an intelligent vehicle ecosystem in the future through its indirect wholly foreign-owned subsidiary. - 1 - On 28 April 2021 (after trading hours), Value Century and Zhejiang Fulin, wholly owned subsidiaries of the Company, entered into the Maple Guorun Disposal Agreement with Shanghai Maple and the JV Company, pursuant to which the JV Company conditionally agreed to acquire through its indirect wholly foreign-owned subsidiary, and Value Century, Zhejiang Fulin and Shanghai Maple conditionally agreed to sell, their respective 91%, 8% and 1% equity interest(s) of Maple Guorun, for a cash consideration of approximately RMB980.4 million in total. Maple Guorun is an investment holding company and the JV Company acquires Maple Guorun as a holding company to consolidate assets required for the establishment of an intelligent vehicle ecosystem. With an aim to consolidate the related assets of ZEEKR Brand Vehicles into the JV Company, on 28 April 2021 (after trading hours), Maple Guorun entered into the ZEEKR Technology Acquisition Agreement with Geely Holding Automobile, pursuant to which Maple Guorun conditionally agreed to acquire, and Geely Holding Automobile conditionally agreed to sell, the entire registered capital of ZEEKR Technology, for a cash consideration of approximately RMB485.3 million. After the completion of the Maple Guorun Disposal and the ZEEKR Technology Acquisition, the JV Group will own the ZEEKR Technology and possess the technologies for further development of the ZEEKR001 Model. IMPLICATIONS UNDER THE LISTING RULES The JV Company is indirectly owned as to 51% by the Company and as to 49% by Geely Holding, which is ultimately beneficially wholly owned by Mr. Li and his associate. Mr. Li is an executive Director and a Substantial Shareholder holding approximately 41.17% of the total issued share capital of the Company as at the date of this announcement. Therefore, the JV Company is a connected subsidiary of the Company under the Listing Rules. Accordingly, the Maple Guorun Disposal constitutes a connected transaction of the Company. As at the date of this announcement, Geely Holding Automobile is a wholly owned subsidiary of Geely Holding. As such, Geely Holding Automobile is an associate of Mr. Li and a connected person of the Company under the Listing Rules. Accordingly, the ZEEKR Technology Acquisition constitutes a connected transaction of the Company. As one or more of the applicable percentage ratios in respect of the Maple Guorun Disposal Agreement and the ZEEKR Technology Acquisition Agreement and the transactions thereunder exceed 0.1% but less than 5% respectively, the Maple Guorun Disposal and the ZEEKR Technology Acquisition are subject to the reporting and announcement requirements, but are exempt from the circular and Independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules. Mr. Li, Mr. Yang Jian, Mr. Li Dong Hui, Daniel and Mr. An Cong Hui, each an executive Director, are considered to have material interests in the Maple Guorun Disposal and the ZEEKR Technology Acquisition by virtue of their interests and/or directorship in Geely Holding. As a - 2 - result, each of Mr. Li, Mr. Yang Jian, Mr. Li Dong Hui, Daniel and Mr. An Cong Hui has abstained from voting on the Board resolutions for approving the Maple Guorun Disposal and the ZEEKR Technology Acquisition. Completions of the Maple Guorun Disposal and the ZEEKR Technology Acquisition are subject to the satisfaction of the conditions precedent under the Maple Guorun Disposal Agreement and the ZEEKR Technology Acquisition Agreement respectively, and therefore, may or may not proceed to completion. Shareholders and potential investors are advised to exercise caution when dealing in the securities of the Company. INTRODUCTION Reference is made to the Announcement in relation to the Company entering into the cooperation framework agreement with Geely Holding in relation to the formation of the JV Company which will establish an indirect wholly foreign-owned enterprise in the PRC for the purpose of engaging in the research and development, purchase and sale of the electric mobility related products such as the intelligent electric vehicles under the ZEEKR Brand and the provision of service relating thereto. The Board is pleased to announce that the formation of the JV Company was completed on 31 March 2021. The JV Company is a subsidiary of the Company and the financial results of the JV Group will be consolidated into the consolidated financial statements of the Group. CONNECTED TRANSACTIONS IN RELATION TO THE MAPLE GUORUN DISPOSAL AND ZEEKR TECHNOLOGY ACQUISITION (A) Maple Guorun Disposal Agreement Principal terms of the Maple Guorun Disposal Agreement are set out below: Date 28 April 2021 (after trading hours) Parties Vendors: Value Century; Zhejiang Fulin; and Shanghai Maple Purchaser: JV Company Value Century is a limited company incorporated in the BVI which is wholly owned by the Company as an investment holding company. - 3 - Zhejiang Fulin is a limited company incorporated in the PRC which is indirect wholly owned by the Company. Zhejiang Fulin is principally engaged in research and development, manufacturing and sale of automobile parts and components in the PRC. Shanghai Maple is a limited company incorporated in the PRC which is 90% owned by Geely Holding and 10% indirectly owned by Geely Technology. Shanghai Maple is principally engaged in research and development, export and import business, manufacturing and sale of automobile parts and components in the PRC. The JV Company is a limited liability company established in the Cayman Islands and is indirectly owned as to 51% by the Company and as to 49% by Geely Holding. The JV Group is principally engaged in the research and development, purchase and sale of the electric mobility related products such as the intelligent electric vehicles under the ZEEKR Brand and the provision of service relating thereto. Subject matter Pursuant to the Maple Guorun Disposal Agreement, the JV Company conditionally agreed to acquire through its indirect wholly foreign-owned subsidiary, and Value Century, Zhejiang Fulin and Shanghai Maple conditionally agreed to sell, their respective 91%, 8% and 1% equity interest(s) of Maple Guorun, for a cash consideration of approximately RMB980.4 million in total. Details of Maple Guorun are set out in the paragraph headed “Information on Maple Guorun and ZEEKR Technology – Principal businesses of Maple Guorun” below. Upon completion of the Maple Guorun Disposal, Maple Guorun will become a wholly owned subsidiary of the JV Company and the financial results of Maple Guorun will continue to be consolidated into the consolidated financial statements of the Group since the JV Company is a subsidiary of the Company. Consideration The total consideration for the Maple Guorun Disposal is approximately RMB980.4 million, which will be payable in cash to the Maple Guorun Vendors in proportion to their equity interests in Maple Guorun within three months from the date of completion of the Maple Guorun Disposal. The total consideration for the Maple Guorun Disposal was determined after arm’s length negotiations between the JV Company and Maple Guorun Vendors with reference to the net asset value of Maple Guorun prepared under the HKFRS as at 1 April 2021 of approximately RMB980.4 million. It is expected that the consideration for the Maple Guorun Disposal will be funded by internal cash reserve of the JV Company. - 4 - Conditions precedent Completion of the Maple Guorun Disposal will be subject to and conditional upon the fulfillment or waiver (as the case may be) of the following conditions: (i) the JV Company being satisfied with the results of its due diligence review on Maple Guorun, including, but not limited to, the possession by Maple Guorun of all approvals, consents