THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION If you are in any doubt as to any aspect of this circular or as to the action to be taken you should consult your licensed securities dealer bank manager solicitor professional accountant or other professional adviser.If you have sold or transferred all your securities in China Evergrande New Energy Vehicle Group Limited you should at once hand this circular to the purchaser or transferee or to the bank licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.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.CHINA EVERGRANDE NEW ENERGY VEHICLE GROUP LIMITED中国恒大新能源汽车集团有限公司 (a company incorporated in Hong Kong with limited liability) (Stock code: 708) (1) RE-APPOINTMENT OF DIRECTORS; (2) GENERAL MANDATES TO ISSUE NEW SHARES AND BUY BACK SHARES; AND (3) NOTICE OF ANNUAL GENERAL MEETING A notice convening the AGM of the Company to be held at Room 2202 22/F YF Life Centre 38 Gloucester Road Wanchai Hong Kong on Friday 28 June 2024 at 3:00 p.m. is set out on pages 13 to 16 of this circular. Whether or not you intend to attend the AGM you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and return it to the Company’s Share Registrar Tricor Secretaries Limited at 17/F Far East Finance Centre 16 Harcourt Road Hong Kong as soon as possible but in any event not less than 48 hours before the time of the AGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the AGM or adjournment thereof. 6 June 2024CONTENTS Page DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 INTRODUCTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 RE-APPOINTMENT OF DIRECTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 GENERAL MANDATES TO ISSUE NEW SHARES AND BUY BACK SHARES . . . . . 5 ANNUAL GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 RECOMMENDATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 GENERAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 RESPONSIBILITY STATEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 APPENDIX I — DETAILS OF THE DIRECTORS PROPOSED FOR RE-APPOINTMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7 APPENDIX II — EXPLANATORY STATEMENT TO THE BUY-BACK MANDATE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9 NOTICE OF ANNUAL GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13 – i –DEFINITIONS In this circular unless the context otherwise requires the following expressions shall have the following meanings: ‘‘AGM’’ the annual general meeting of the Company to be held at Room 2202 22/F YF Life Centre 38 Gloucester Road Wanchai Hong Kong on Friday 28 June 2024 at 3:00 p.m.‘‘Articles of Association’’ the Articles of Association of the Company ‘‘associate’’ shall have the meaning ascribed to it in the Listing Rules ‘‘Board’’ the board of Directors of the Company ‘‘Buy-back Mandate’’ a general mandate proposed to be granted to the Directors to enable them to buy back Shares not exceeding 10% of the number of Shares in issue as at the date of passing the Buy- back Resolution at the AGM ‘‘Buy-back Resolution’’ the proposed ordinary resolution as referred to in resolution number 5(B) of the notice of AGM ‘‘CG Code’’ The Corporate Governance Code contained in Appendix C1 to the Listing Rules ‘‘Company’’ China Evergrande New Energy Vehicle Group Limited (formerly known as ‘‘Evergrande Health Industry Group Limited’’) a company incorporated in Hong Kong with limited liability the Shares of which are listed on the Main Board of the Stock Exchange ‘‘Companies Ordinance’’ the Companies Ordinance (Chapter 622 of the Laws of Hong Kong) ‘‘connected person’’ has the meaning ascribed to it in the Listing Rules ‘‘Director(s)’’ the director(s) of the Company ‘‘Extension Mandate’’ a general mandate proposed to be granted to the Directors to the effect that any Shares bought back under the Buy-back Mandate will be added to the total number of Shares which may be allotted and issued under the Issue Mandate ‘‘Group’’ the Company and its Subsidiaries ‘‘Hong Kong’’ The Hong Kong Special Administrative Region of the People’s Republic of China – 1 –DEFINITIONS ‘‘Issue Mandate’’ a general mandate proposed to be granted to the Directors to exercise the power of the Company to allot issue or otherwise deal with new Shares not exceeding 20% of the number of Shares in issue as at the date of passing the relevant resolution at the AGM ‘‘Latest Practicable Date’’ 31 May 2024 being the latest practicable date prior to the printing of this circular for ascertaining certain information in this circular ‘‘Listing Rules’’ the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited ‘‘Mr. Siu’’ shall have the meaning ascribed to it under the section headed ‘‘APPENDIX I — DETAILS OF THE DIRECTORS PROPOSED FOR RE-APPOINTMENT’’ in this circular ‘‘Mr. Xie’’ shall have the meaning ascribed to it under the section headed ‘‘APPENDIX I — DETAILS OF THE DIRECTORS PROPOSED FOR RE-APPOINTMENT’’ in this circular ‘‘Nomination Committee’’ the nomination committee of the Company ‘‘Nomination Policy’’ the nomination policy of the Company ‘‘SFO’’ the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) ‘‘Share(s)’’ ordinary share(s) of the Company ‘‘Shareholder(s)’’ holder(s) of the Share(s) ‘‘Stock Exchange’’ The Stock Exchange of Hong Kong Limited ‘‘Subsidiary’’ a subsidiary for the time being of the Company within the meaning of the Companies Ordinance (Chapter 622 of the Laws of Hong Kong) and ‘‘Subsidiaries’’ shall be construed accordingly ‘‘substantial shareholder(s)’’ has the meaning ascribed to it in the Listing Rules ‘‘Takeovers Code’’ The Code on Takeovers and Mergers and Share Buy-backs ‘‘HK$’’ Hong Kong dollar ‘‘%’’ per cent.– 2 –LETTER FROM THE BOARD CHINA EVERGRANDE NEW ENERGY VEHICLE GROUP LIMITED中国恒大新能源汽车集团有限公司 (a company incorporated in Hong Kong with limited liability) (Stock code: 708) Executive Directors: Registered office: Mr. Siu Shawn (Chairman) Room 2202 22/F YF Life Centre Mr. Liu Yongzhuo (Vice Chairman) 38 Gloucester Road Mr. Qin Liyong Wanchai Hong Kong Independent Non-executive Directors: Mr. Chau Shing Yim David Mr. Xie Wu 6 June 2024 To the Shareholders Dear Sir or Madam (1) RE-APPOINTMENT OF DIRECTORS; (2) GENERAL MANDATES TO ISSUE NEW SHARES AND BUY BACK SHARES; AND (3) NOTICE OF ANNUAL GENERAL MEETING INTRODUCTION The purpose of this circular is to provide you with information regarding certain resolutions to be proposed at the AGM and to give you the notice of AGM. Resolutions to be proposed at the AGM include inter alia: (i) the re-appointment of Directors; and (ii) the grant of each of the Issue Mandate Buy-back Mandate and Extension Mandate.– 3 –LETTER FROM THE BOARD RE-APPOINTMENT OF DIRECTORS Retirement by rotation and re-appointment of Directors pursuant to Article 81(1) of the Articles of Association In accordance with Article 81(1) of the Articles of Association Mr. Siu Shawn (‘‘Mr. Siu’’) and Mr. Xie Wu (‘‘Mr. Xie’’) shall retire by rotation at the AGM and shall then be eligible for re- appointment at the AGM.Details of the above Directors to be re-appointed at the AGM are set out in Appendix I to this circular.Re-appointment of Mr. Xie as an independent non-executive Director Set out below is the information relating to the ordinary resolution to be proposed at the AGM for re-electing Mr. Xie as an independent non-executive Director pursuant to code provision B.3.4 of the CG Code.The Company has in place the Nomination Policy which sets out the selection criteria and procedures to be adopted when considering candidates to be appointed or re-elected as Directors. In assessing the re-appointment of Mr. Xie as an independent non-executive Director the Nomination Committee and the Board have considered his overall merits and contribution to the Company and reviewed among others his expertise and professional qualifications to determine whether Mr. Xie satisfies the selection criteria under the Nomination Policy. The Nomination Committee and the Board consider that Mr. Xie would continue to bring valuable business experience knowledge and professionalism to the Board for its efficient and effective functioning and diversity.Mr. Xie being an independent non-executive Director eligible for re-election at the AGM has made an annual confirmation of independence pursuant to Rule 3.13 of the Listing Rules. During his term of appointment he has demonstrated his ability to provide an independent view to the Company’s matters. The Nomination Committee is of the view that Mr. Xie is able to continue to fulfill his role as an independent non-executive Director.Mr. Xie serves as a member of the Nomination Committee. During his office as a Director he actively participated in the discussions and meetings which he was eligible to attend. On that basis the Board is of the view that Mr. Xie can devote sufficient time to the Board and attention to the affairs of the Company and that Mr. Xie’s directorship outside the Company would not affect him in maintaining his current role in and his functions and responsibilities for the Company.On basis of the above the Board supports the re-appointment of Mr. Xie and recommends Shareholders to vote in favour of the relevant resolution at the upcoming AGM.– 4 –LETTER FROM THE BOARD GENERAL MANDATES TO ISSUE NEW SHARES AND BUY BACK SHARES At the last annual general meeting of the Company held on 5 September 2023 ordinary resolutions were passed among other things to grant general mandates to the Directors to: (i) issue up to 20% of the total number of Shares in issue (i.e. maximum of 2168758600 Shares); (ii) buy-back Shares on the Stock Exchange representing up to 10% of the total number of Shares; and (iii) extend the general mandate for issuing Shares as mentioned in paragraph (i) above by an amount representing any Shares repurchased by the Company pursuant to the general mandate to repurchase Shares as mentioned in paragraph (ii) above.Pursuant to the above mandates no shares have been issued. Such mandates will lapse at the conclusion of the AGM. It is therefore proposed to seek approval from the Shareholders at the AGM to grant fresh general mandates to Directors.At the AGM ordinary resolutions will be proposed that the Directors to be granted: (A) the Issue Mandate to allot issue and deal with the Shares of not exceeding 20% of the total number of Shares in issue as at the date of the AGM (i.e. of not exceeding 2168758600 Shares assuming no further Shares will be issued or bought back between the Latest Practicable Date and the date of the AGM); (B) the Buy-back Mandate to buy back fully paid up Shares of not exceeding 10% of the total number of the Shares in issue as at the date of the AGM; and (C) the Extension Mandate to increase the total number of Shares which may be allotted and issued under the Issue Mandate by an additional number representing such number of Shares bought back under the Buy-back Mandate.Such resolutions are set out in resolutions 5(A) 5(B) and 5(C) in the notice of AGM respectively.An explanatory statement containing the particulars required by the Listing Rules to enable the Shareholders to make an informed decision on whether to vote for or against the proposed Buy- back Resolution is set out in Appendix II to this circular.ANNUAL GENERAL MEETING The notice of AGM is set out on pages 13 to 16 of this circular. Resolutions in respect of among other things the re-appointment of Directors the Issue Mandate the Buy-back Mandate and the Extension Mandate will be proposed at the AGM. As at the Latest Practicable Date to the best – 5 –LETTER FROM THE BOARD of the Directors’ knowledge information and belief having made all reasonable enquiries no Shareholder is required to abstain from voting on any resolutions to be proposed at the AGM.A form of proxy for the AGM is enclosed with this circular. Whether or not you intend to attend the AGM in person you are requested to complete and return the accompanying form of proxy in accordance with the instructions printed thereon and return it to the Company’s Share Registrar Tricor Secretaries Limited at 17/F Far East Finance Centre 16 Harcourt Road Hong Kong as soon as possible but in any event not less than 48 hours before the time of the AGM or adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the AGM or adjournment thereof. In accordance with Rule 13.39(4) of the Listing Rules all votes of the Shareholders to be taken at the AGM shall be conducted by way of poll.RECOMMENDATION The Directors are of the opinion that the proposed ordinary resolutions for the re-appointment of Directors the Issue Mandate the Buy-back Mandate the Extension Mandate and the re- appointment of Prism Hong Kong and Shanghai Limited as auditor of the Group are in the best interests of the Company and its Shareholders as a whole. Accordingly the Directors recommend all the Shareholders to vote in favour of all relevant resolutions to be proposed at the AGM.GENERAL INFORMATION Your attention is also drawn to the additional information set out in Appendix I (Details of the Directors Proposed for Re-Appointment) and Appendix II (Explanatory Statement to the Buy-back Mandate) to this circular.RESPONSIBILITY STATEMENT This 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 Group. The Directors having made all reasonable enquiries confirm that to the best of their knowledge and belief the information contained in this 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 any statement herein or this circular misleading.Yours faithfully By Order of the Board China Evergrande New Energy Vehicle Group Limited Siu Shawn Chairman – 6 –APPENDIX I DETAILS OF THE DIRECTORS PROPOSED FOR RE-APPOINTMENT The biographies of the Directors proposed for re-appointment at the AGM are set out below: EXECUTIVE DIRECTOR Mr. Siu Shawn (肖恩) aged 53 is the current Chairman of China Evergrande New Energy Vehicle Group Limited. Mr. Siu joined China Evergrande Group (in liquidation) (中国恒大集团(清 盘中)) in November 2013 and he is an executive director and the president of China Evergrande Group (in liquidation) (中国恒大集团(清盘中)) and the chairman of Evergrande Tourism Group Company Limited (恒大旅游集团有限公司). Mr. Siu has over 30 years of extensive commercial experience. Mr. Siu graduated from Beijing Normal University with a bachelor’s degree in arts. He then completed a postgraduate programme in economic law at the Southwest University of Political Science & Law.Mr. Siu has entered into a service contract with the Company for a term of three years and is subject to retirement by rotation (at least once every three years) and re-election at annual general meetings of the Company in accordance with the articles of association of the Company and the Listing Rules on the Stock Exchange. Mr. Siu is entitled to receive a remuneration of RMB15000 per month (excluding any additional service compensation and discretionary bonus) which has been determined by the Board with reference to Mr. Siu’s duties and responsibilities as a Director his qualification and experience as well as the prevailing market conditions. As at the Latest Practicable Date Mr. Siu holds 4600000 Shares and 20000000 share options of the Company.To the best knowledge of the Company as at the Latest Practicable Date save as disclosed above: (1) Mr. Siu has not held any other directorships of other listed companies in the last three years and does not have any relationship with any Director senior management substantial shareholder or controlling shareholder of the Company; (2) Mr. Siu does not have any interest (within the meaning of Part XV of the SFO) in the shares of the Company or any other associated corporations; (3) Mr. Siu does not hold any other position in the Company or any of its Subsidiaries; and (4) there is no other information that is required to be disclosed pursuant to the requirements of Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules nor is there any other matter that needs to be brought to the attention of the holders of the securities of the Company in relation to his re-appointment as a Director.– 7 –APPENDIX I DETAILS OF THE DIRECTORS PROPOSED FOR RE-APPOINTMENT INDEPENDENT NON-EXECUTIVE DIRECTOR Mr. Xie Wu (谢武) aged 59 is a physician of Traditional Chinese internal medicine. He has practiced clinical Chinese medicine for 31 years with more than 13 years of experience in hemodialysis and extensive clinical experience in various sub-fields of nephrology. He worked in the kidney clinic in the People’s Hospital in Luohu Shenzhen and engaged in medical work in Yueyang Luowang Hospital and is currently working at the hemodialysis center of nephrology and rheumatology of Yueyang Hospital of Traditional Chinese Medicine.Mr. Xie entered into a service contract with the Company for a term of three years and is subject to retirement by rotation (at least once every three years) and re-election at annual general meetings of the Company in accordance with the Articles of Association. Mr. Xie is entitled to receive from the Company a Director’s fee of RMB25000 per month which was recommended with reference to the duties and responsibilities undertaken by him as Director of the Company and determined by the Board as authorised by Shareholders at an annual general meeting.Save as disclosed above to the knowledge of the Company Mr. Xie as at the Latest Practicable Date (1) has not held any other directorships in any other listed public companies in the last three years and does not have any relationship with any Director senior management or substantial or controlling shareholder of the Company; (2) does not have any interests in the shares of the Company or any of its associated corporations within the meaning of Part XV of the SFO; (3) does not hold any other position in the Company or any of its Subsidiaries; and (4) has no other information that is required to be disclosed pursuant to Rule 13.51(2)(h) to 13.51(2)(v) of the Listing Rules nor is there any matter that needs to be brought to the attention of the holders of the securities of the Company in relation to his re-appointment as a Director.– 8 –APPENDIX II EXPLANATORY STATEMENT TO THE BUY-BACK MANDATE LISTING RULES The Listing Rules permit a company with a primary listing on the Stock Exchange to buy back its own securities on the Stock Exchange subject to certain restrictions the most important of which are summarized below: (i) Shareholders’ approval All proposed buy-backs of securities by a company with a primary listing on the Stock Exchange must be approved in advance by an ordinary resolution either by way of general mandate or by specific approval of a particular transaction.(ii) Source of funds Buy-backs must be funded out of funds legally available for the purpose in accordance with a company’s constitutive documents and the laws of the jurisdiction in which the company is incorporated or otherwise established.(iii) Maximum number of shares to be bought back A maximum of 10% of the total number of the issued Shares at the date of passing the Buy-back Resolution may be bought back by the Company on the Stock Exchange.EXERCISE OF THE BUY-BACK MANDATE As at the Latest Practicable Date the total number of Shares in issue was 10843793000 Shares. Subject to the passing of the Buy-back Resolution and on the basis that no further Shares are issued or bought back by the Company prior to the AGM the Company would be allowed under the Buy-back Mandate to buy back a maximum of 1084379300 Shares (representing 10% of the number of Shares in issue) during the period from the date of the AGM up to: (i) the conclusion of next annual general meeting of the Company; or (ii) the expiration of the period within which the next annual general meeting of the Company is required by the Articles of Association or any applicable laws of Hong Kong to be held; or (iii) the revocation variation or renewal of the Buy- back Mandate by ordinary resolution of the Shareholders in general meeting of the Company whichever occurs first.REASONS FOR THE BUY-BACK OF SECURITIES The Directors believe that it is in the best interests of the Company and its Shareholders for the Directors to have a general authority from the Shareholders to enable the Company to buy back Shares in the market. A buy-back of Shares will only be made when the Directors believe that such buy-back will benefit the Company and its Shareholders. Such buy-back may depending on market conditions and funding arrangements at the time lead to an enhancement of the net asset value and/ or the earnings per share of the Company.– 9 –APPENDIX II EXPLANATORY STATEMENT TO THE BUY-BACK MANDATE FUNDING OF BUY-BACK Any buy-back will only be funded out of funds of the Company legally available for the purposes in accordance with its Articles of Association and the applicable laws of Hong Kong. The Company will not purchase securities on the Stock Exchange for a consideration other than cash or for settlement otherwise than in accordance with the trading rules of the Stock Exchange from time to time.There might be a material adverse impact on the working capital or gearing position of the Company (as compared with the financial position disclosed in its latest published audited accounts contained in the annual report of the Company for the year ended 31 December 2023) in the event that the proposed Buy-back Mandate if so approved were to be exercised in full at any time during the proposed buy-back period. However the Board does not propose to exercise the Buy-back Mandate to such extent as would in the circumstances have a material adverse effect on the working capital requirements of the Company or its gearing levels which in the opinion of the Directors are from time to time appropriate for the Company.SHARE PRICE The highest and lowest prices at which the Shares traded on the Stock Exchange during each of the previous twelve months up to the Latest Practicable Date were as follows: Price per Share Highest Lowest HK$ HK$ 2023 May * * June * * July 3.200 1.000 August 2.500 1.000 September 1.300 0.510 October 0.640 0.410 November 0.530 0.275 December 0.630 0.260 2024 January 0.510 0.200 February 0.420 0.226 March 0.375 0.280 April 0.305 0.190 May (up to and including the Latest Practicable Date) 0.810 0.222 * Trading of Shares was suspended from 1 April 2022 to 27 July 2023.– 10 –APPENDIX II EXPLANATORY STATEMENT TO THE BUY-BACK MANDATE UNDERTAKING OF THE DIRECTORS The Directors have undertaken to the Stock Exchange to exercise the power of the Company to make a buy-back of Shares pursuant to the proposed Buy-back Mandate in accordance with the Listing Rules and all applicable laws of Hong Kong.EFFECT OF TAKEOVERS CODE If as a result of a share buy-back by the Company a Shareholder’s proportionate interest in the voting rights of the Company increases such increase will be treated as an acquisition of voting rights for the purpose of the Takeovers Code. Accordingly a Shareholder or a group of Shareholders acting in concert could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rules 26 and 32 of the Takeovers Code.As at the Latest Practicable Date to the best of the knowledge and belief of the Company China Evergrande Group (in liquidation) directly or indirectly held 6347948000 Shares representing approximately 58.54% of the total number of Shares in issue.In the event that the Directors exercise in full the power to buy back Shares which was proposed to be granted pursuant to the Buy-back Resolution assuming no further Shares will be issued or bought back between the Latest Practicable Date and the date of the AGM and there is no alteration to the existing shareholding of China Evergrande Group (in liquidation) the shareholding of China Evergrande Group (in liquidation) in the Company would be increased to approximately 65.04% of the total number of Shares in issue. The Directors consider that such an increase would not give rise to an obligation on the part of China Evergrande Group (in liquidation) to make a mandatory offer under Rules 26 and 32 of the Takeovers Code. The Directors have no present intention to exercise the Buy-back Mandate to the extent as would result in (a) the number of Shares in public hands falling below the prescribed minimum percentage of 25% of the total issued share capital of the Company; and (b) a requirement on China Evergrande Group (in liquidation) to make a mandatory offer under the Takeovers Code.DISCLOSURE OF INTERESTS None of the Directors nor to the best of their knowledge and belief having made all reasonable enquiries any of their close associates has any present intention to sell any Shares to the Company in the event that the Buy-back Mandate is approved by the Shareholders. No core connected persons (as defined in the Listing Rules) of the Company have notified the Company that they have a present intention to sell any Shares (in issue or to be issued) to the Company nor have they undertaken not to sell any of the Shares held by them (in issue or to be issued to them) to the Company in the event that the Buy-back Mandate is approved by the Shareholders.– 11 –APPENDIX II EXPLANATORY STATEMENT TO THE BUY-BACK MANDATE BUY-BACK OF SHARES MADE BY THE COMPANY No buy-back of Shares has been made by the Company or any of its Subsidiaries (whether on the Stock Exchange or otherwise) during the past six months prior to the Latest Practicable Date.In addition the Company has confirmed that neither the explanatory statement nor the proposed share repurchase has any unusual features.– 12 –NOTICE OF ANNUAL GENERAL MEETING CHINA EVERGRANDE NEW ENERGY VEHICLE GROUP LIMITED中国恒大新能源汽车集团有限公司 (a company incorporated in Hong Kong with limited liability) (Stock code: 708) NOTICE OF ANNUAL GENERAL MEETING NOTICE IS HEREBY GIVEN that the annual general meeting of China Evergrande New Energy Vehicle Group Limited (the ‘‘Company’’) will be held at Room 2202 22/F YF Life Centre 38 Gloucester Road Wanchai Hong Kong on Friday 28 June 2024 at 3:00 p.m. for the following purposes: 1. To receive and adopt the Audited Consolidated Financial Statements of the Company for the twelve months ended 31 December 2023 together with the Reports of the Directors and Independent Auditor (‘‘Auditor’’) thereon. 2. To re-appoint Mr. Siu Shawn as an executive Director and to authorize the Board of Directors of the Company (‘‘Board’’ or ‘‘Directors’’) to fix the Director’s remuneration. 3. To re-appoint Mr. Xie Wu as an independent non-executive Director and to authorize the Board to fix the Director’s remuneration. 4. To re-appoint Prism Hong Kong and Shanghai Limited as Auditor and to authorise the Board to fix their remuneration. 5. As special business to consider and if thought fit pass the following resolutions as ordinary resolutions: 5(A) ‘‘THAT: (i) subject to sub-paragraph (ii) of this resolution the exercise by the Directors during the Relevant Period of all the powers of the Company to allot and issue additional shares in the Company and to make or grant offers agreements and options which might require the exercise of such powers either during or after the Relevant Period be and is hereby generally and unconditionally approved; (ii) the aggregate number of shares of the Company allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) by the Directors pursuant to the approval in sub-paragraph (i) of this resolution otherwise than pursuant to a Rights Issue or the exercise of subscription or conversion rights under any warrants of the Company or any – 13 –NOTICE OF ANNUAL GENERAL MEETING securities which are convertible into shares of the Company or any share option scheme shall not exceed 20% of the number of shares of the Company in issue on the date of this resolution and this approval shall be limited accordingly; and (iii) for the purposes of this resolution: ‘‘Relevant Period’’ means the period from the passing of this resolution until whichever is the earliest of: (a) the conclusion of the next annual general meeting of the Company; (b) 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 (the ‘‘Articles of Association’’) or any applicable laws to be held; and (c) the date on which the authority sets out in this resolution is revoked or varied by an ordinary resolution in general meeting.(iv) ‘‘Rights Issue’’ means an offer of shares open for a period fixed by the Directors to holders of shares on the register on a fixed record date in proportion to their then holdings of such shares (subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of or the requirements of any recognized regulatory body or any stock exchange in any territory outside Hong Kong).’’ 5(B) ‘‘THAT: (i) subject to sub-paragraph (ii) of this resolution the exercise by the Directors during the Relevant Period of all the powers of the Company to buy back issued shares of the Company subject to and in accordance with all applicable laws and the Articles of Association be and is hereby generally and unconditionally approved; (ii) the aggregate number of shares of the Company which may be bought back by the Company on the Main Board of The Stock Exchange of Hong Kong Limited (the ‘‘Stock Exchange’’) or any other stock exchange recognized for this purpose by the Securities and Futures Commission of Hong Kong and the Stock Exchange under The Code on Takeovers and Mergers and Share Buy- backs pursuant to paragraph (i) of this resolution shall not exceed 10% of the number of the shares of the Company in issue as at the date of this resolution and the authority shall be limited accordingly; and (iii) for the purposes of this resolution: ‘‘Relevant Period’’ means the period from the passing of this resolution until whichever is the earliest of: (a) the conclusion of the next annual general meeting of the Company; (b) the expiration of the period within which the next annual general meeting of the – 14 –NOTICE OF ANNUAL GENERAL MEETING Company is required by the Articles of Association or any applicable laws to be held; and (c) the date on which the authority sets out in this resolution is revoked or varied by an ordinary resolution in general meeting.’’ 5(C) ‘‘THAT conditional upon resolution no. 5(B) above being passed the aggregate number of shares of the Company which are bought back by the Company under the authority granted to the Directors as mentioned in resolution no. 5(B) above shall be added to the total issued share of the Company that may be allotted or agreed conditionally or unconditionally to be allotted by the Directors pursuant to resolution no. 5(A) above.’’ Yours faithfully By Order of the Board China Evergrande New Energy Vehicle Group Limited Siu Shawn Chairman Hong Kong 6 June 2024 Registered office: Room 2202 22/F YF Life Centre 38 Gloucester Road Wanchai Hong Kong Notes: (i) A member of the Company entitled to attend and vote at the meeting convened by the above notice is entitled to appoint one or if he/she is a holder of more than one share or more proxies to attend and vote in his/her stead. A proxy need not be a member of the Company.(ii) In order to be valid the form of proxy must be in writing under the hand of the appointor or his/her attorney duly authorized in writing or if the appointor is a corporation either under its common seal or under the hand of an officer or attorney duly authorized on its behalf and must be deposited at the Company’s share registrar Tricor Secretaries Limited at 17/F Far East Finance Centre 16 Harcourt Road Hong Kong together with a power of attorney or other authority if any under which it is signed or a certified copy of that power of attorney not less than 48 hours before the time for holding the meeting or adjourned meeting.(iii) Where there are joint holders of any share any one of such joint holder may vote either in person or by proxy in respect of such share as if he/she were solely entitled thereto but if more than one of such joint holders be present at the meeting the vote of the senior who tenders a vote whether in person or by proxy shall be accepted to the exclusion of the votes of the other joint holders and for this purpose seniority shall be determined by the order in which the names stand in the register in respect of the joint holding of such share.– 15 –NOTICE OF ANNUAL GENERAL MEETING (iv) For the purpose of ascertaining shareholders’ right to attend and vote at the above meeting the register of members of the Company will be closed and the relevant details are set out below: Latest time to lodge transfer: 4:30 p.m. on 24 June 2024 (Monday) Book closure: 25 June 2024 (Tuesday) to 28 June 2024 (Friday) Record date: 28 June 2024 (Friday) During the above closure period no transfer of shares will be registered. In order for a shareholder of the Company to be eligible to attend and vote at the above meeting all relevant share certificates and properly completed transfer forms must be lodged for registration with the Company’s Share Registrar Tricor Secretaries Limited at 17/F Far East Finance Centre 16 Harcourt Road Hong Kong before the above latest time to lodge transfer.(v) Completion and delivery of the form of proxy will not preclude a member from attending and voting in person at the meeting.Pursuant to Rule 13.39(4) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited all resolutions set out in this notice will be decided by poll at the above meeting. Where the chairman of the meeting in good faith decides to allow a resolution which relates purely to a procedural or administrative matter to be voted such resolution will be decided by a show of hands.(vi) If Typhoon Signal No. 8 or above or a ‘‘black’’ rainstorm warning is in effect any time after 1: 00 p.m. and before the above meeting time the meeting will be postponed. The Company will post an announcement on the website of the Stock Exchange (www.hkexnews.hk) and the Company’s website (www.evergrandehealth.com) to notify shareholders of the date time and place of the rescheduled meeting.–16–