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 licensed securities dealer or other registered dealer in securities bank manager solicitor professional accountant or other professional adviser.If you have sold or transferred all your securities in Shandong Hi-Speed New Energy Group Limited you should at once hand this circular with the enclosed form of proxy 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 the 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.(Incorporated in the Cayman Islands with limited liability) (Stock Code: 01250) (1) PROPOSED AMENDMENTS TO THE EXISTING THIRD AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION AND ADOPTION OF THE FOURTH AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION; AND (2) NOTICE OF EXTRAORDINARY GENERAL MEETING Capitalised terms used in this cover page shall have the same meaning as those defined in this circular unless the context requires otherwise.A letter from the Board is set out on pages 3 to 6 of this circular.A notice convening the EGM to be held at Conference Room 38/F The Center 99 Queen’s Road Central Central Hong Kong on Wednesday 26 June 2024 at 11:30 a.m. or any adjournment thereof is set out on pages EGM-1 to EGM-2 of this circular. A form of proxy for use at the EGM is also enclosed with this circular. Whether or not you are able to attend the EGM you are requested to complete the enclosed form of proxy in accordance with the instructions printed thereon and return it to the Company’s branch share registrar and transfer office in Hong Kong Tricor Investor Services 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 appointed for holding the EGM or any adjournment thereof (as the case may be). Completion and return of the form of proxy shall not preclude a Shareholder from attending and voting in person at the EGM or any adjournment thereof should you so desire and in such event the instrument appointing a proxy shall be deemed to be revoked. 5 June 2024CONTENTS CONTENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . i DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 1. INTRODUCTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 2. PROPOSED AMENDMENTS TO THE EXISTING THIRD AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION AND ADOPTION OF THE FOURTH AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 3. CLOSURE OF REGISTER OF MEMBERS . . . . . . . . . . . . . . . . . . . . . . . . . 4 4. EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 5. RECOMMENDATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 6. RESPONSIBILITY STATEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 APPENDIX I – PROPOSED AMENDMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7 NOTICE OF EXTRAORDINARY GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . EGM-1 – i –DEFINITIONS In this circular unless the context otherwise requires the following expressions have the meanings as set out below: ‘‘Articles’’ articles of association of the Company as amended supplemented or otherwise modified from time to time ‘‘Board’’ the board of directors of the Company ‘‘Company’’ Shandong Hi-Speed New Energy Group Limited ‘‘Director(s)’’ the director(s) of the Company ‘‘EGM’’ the extraordinary general meeting of the Company to be convened and held at Conference Room 38/F The Center 99 Queen’s Road Central Central Hong Kong on Wednesday 26 June 2024 at 11:30 a.m. for the purpose of considering and if thought fit approving among other things the Proposed Amendments and the adoption of the New M&A ‘‘Existing M&A’’ existing third amended and restated memorandum and articles of association of the Company ‘‘HK$’’ Hong Kong dollars the lawful currency of Hong Kong ‘‘Hong Kong’’ the Hong Kong Special Administrative Region of the People’s Republic of China ‘‘Listing Rules’’ the Rules Governing the Listing of Securities on the Stock Exchange ‘‘Memorandum’’ memorandum of association of the Company as amended supplemented or otherwise modified from time to time ‘‘New M&A’’ the fourth amended and restated memorandum and articles of association of the Company which incorporates the Proposed Amendments ‘‘Proposed Amendments’’ proposed amendments to the Existing M&A which are set out in the comparison table of amendments to the Existing M&A of the Appendix I in this circular ‘‘Share(s)’’ ordinary share(s) of HK$0.05 each in the share capital of the Company and preference share(s) of HK$0.05 each in the share capital of the Company – 1 –DEFINITIONS ‘‘Shareholder(s)’’ holder(s) of issued Share(s) of the Company ‘‘Stock Exchange’’ The Stock Exchange of Hong Kong Limited – 2 –LETTER FROM THE BOARD (Incorporated in the Cayman Islands with limited liability) (Stock Code: 01250) Executive Directors: Registered office in the Cayman Islands: Mr. Wang Xiaodong (Chairman) Windward 3 Regatta Office Park Mr. Zhu Jianbiao P.O. Box 1350 Mr. Wang Wenbo Grand Cayman KY1-1108 Mr. Sun Qingwei Cayman Islands Ms. Liao Jianrong Mr. Li Li Principal place of business in Hong Kong: Mr. He Yongbing 38th Floor The Center Mr. Wang Meng 99 Queen’s Road Central Central Independent non-executive Directors: Hong Kong Professor Qin Si Zhao Mr. Victor Huang Mr. Yang Xiangliang Mr. Chiu Kung Chik 5 June 2024 To the Shareholders Dear Sir or Madam (1) PROPOSED AMENDMENTS TO THE EXISTING THIRD AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION AND ADOPTION OF THE FOURTH AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION; AND (2) NOTICE OF EXTRAORDINARY GENERAL MEETING 1. INTRODUCTION Reference is made to the announcement of the Company dated 30 May 2024 in relation to the Proposed Amendments and the adoption of the New M&A.– 3 –LETTER FROM THE BOARD The purpose of this circular is to provide you with (i) information on the Proposed Amendments and the adoption of the New M&A; and (ii) the notice of the EGM at which special resolutions will be proposed to approve the Proposed Amendments and the adoption of the New M&A. 2. PROPOSED AMENDMENTS TO THE EXISTING THIRD AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION AND ADOPTION OF THE FOURTH AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION The Board has resolved to put forward to the Shareholders for approval of a special resolution to amend the Existing M&A and to adopt the New M&A for the purposes of among other things (i) allowing (but not requiring) Directors to sign or otherwise signify agreement to resolutions by electronic means; (ii) adopting the paperless regime brought by the amendments to the Listing Rules effective from 31 December 2023; (iii) allowing treasury shares to be kept by the Company in view of the recent amendments to the Listing Rules to be effective from 11 June 2024; and (iv) incorporating certain house-keeping changes. Details of the Proposed Amendments are set out in the comparison table of amendments to the Existing M&A of the Appendix I to this circular.The legal advisers to the Company as to Hong Kong laws and the Cayman Islands laws have respectively confirmed that the New M&A incorporating the Proposed Amendments comply with the applicable requirements of the Listing Rules and are not inconsistent with the laws of the Cayman Islands. The Company also confirms that there is nothing unusual in the Proposed Amendments from the perspective of a Cayman Islands company listed on the Stock Exchange.The Proposed Amendments and the adoption of the New M&A shall be subject to the approval of the Shareholders by way of a special resolution at the EGM. 3. CLOSURE OF REGISTER OF MEMBERS For the purpose of determining Shareholders’ entitlement to attend and vote at the EGM the register of members of the Company will be closed from Friday 21 June 2024 to Wednesday 26 June 2024 (both days inclusive) during which period no transfer of Shares will be registered. In order to qualify for attending at the EGM all properly completed transfer forms accompanied by the relevant share certificates must be lodged for registration with the Company’s branch share registrar and transfer office in Hong Kong Tricor Investor Services Limited at 17/F Far East Finance Centre 16 Harcourt Road Hong Kong not later than 4:30 p.m. on Thursday 20 June 2024. – 4 –LETTER FROM THE BOARD 4. EGM The notice convening the EGM to be held at Conference Room 38/F The Center 99 Queen’s Road Central Central Hong Kong on Wednesday 26 June 2024 at 11:30 a.m. or any adjournment thereof is set out on pages EGM-1 to EGM-2 of this circular. At the EGM special resolutions will be proposed to the Shareholders to consider and if thought fit approve among other things the Proposed Amendments and the adoption of the New M&A.A form of proxy for use at the EGM is enclosed herewith. Whether or not you are able to attend the EGM you are requested to complete the enclosed form of proxy in accordance with the instructions printed thereon and return it to the Company’s branch share registrar and transfer office in Hong Kong Tricor Investor Services Limited at 17/F Far East Finance Centre 16 Harcourt Road Hong Kong as soon as possible and in any event not less than forty-eight (48) hours before the time appointed for the holding of the EGM or any adjournment thereof (as the case may be). Completion and return of the form of proxy will not preclude you from attending and voting in person at the EGM or any adjournment thereof should you so desire. If you attend and vote at the EGM the authority of your proxy will be revoked.Any Shareholders who have a material interest in the Proposed Amendments and the adoption of the New M&A are required to abstain from voting on the relevant special resolution approving the Proposed Amendments and the adoption of the New M&A.To the best knowledge information and belief of the Directors having made all reasonable enquiries none of the Shareholders and their respective associates has a material interest in the Proposed Amendments and the adoption of the New M&A which requires him/her/it to abstain from voting on the proposed resolution(s) to approve the Proposed Amendments and the adoption of the New M&A at the EGM. 5. RECOMMENDATION The Directors are of the opinion that the Proposed Amendments and the adoption of the New M&A is in the best interests of the Company and the Shareholders as a whole and therefore recommend the Shareholders to vote in favour of the relevant resolutions to be proposed at the EGM.– 5 –LETTER FROM THE BOARD 6. 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 Company. 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.By Order of the Board Shandong Hi-Speed New Energy Group Limited Wang Xiaodong Chairman – 6 –APPENDIX I PROPOSED AMENDMENTS Comparison Table of Amendments to the Existing M&A Memorandum No. Original Memorandum Amended Memorandum 7 The share capital of the Company is The share capital of the Company is H K $ 5 0 0 0 0 0 0 0 0 d i v i d e d i n t o H K $ 5 0 0 0 0 0 0 0 0 d i v i d e d i n t o 466637115100 ordinary shares of 466637115100 9332742302 ordinary HK$0.001 each and 33362884900 shares of HK$0.001 HK$0.05 each and preference shares of HK$0.001 each with 33362884900 667257698 preference the power for the Company to increase or shares of HK$0.001 HK$0.05 each with reduce the said capital and to issue any the power for the Company to increase or part of its capital original or increased reduce the said capital and to issue any with or without any preference priority part of its capital original or increased or special privilege or subject to any with or without any preference priority postponement of rights or to any or special privilege or subject to any conditions or restrictions; and so that postponement of rights or to any unless the condition of issue shall conditions or restrictions; and so that otherwise expressly declare every issue unless the condition of issue shall of shares whether declared to be otherwise expressly declare every issue preference or otherwise shall be subject of shares whether declared to be to the power hereinbefore contained. preference or otherwise shall be subject to the power hereinbefore contained.– 7 –APPENDIX I PROPOSED AMENDMENTS Article No. Original Articles Amended Articles 1 N/A Include a new definition of ‘‘Treasury Share’’ into Article 1: ‘‘Treasury Share’’ shall mean Shares held in treasury pursuant to the Companies Act and Article 15A. 6. The authorised share capital of the The authorised share capital of the Company on the date of the adoption of Company on the date of the adoption of these Articles is HK$500000000 divided these Articles is HK$500000000 divided into 466637115100 ordinary shares of i n t o 466 637 115 1009 332 742 302 HK$0.001 each and 33362884900 ordinary shares of HK$0.0010.05 each and preference shares of HK$0.001 each. 33362884900667257698 preference shares of HK$0.0010.05 each. 6A Share Capital Share Capital Unless otherwise determined by the Unless otherwise determined by the Shareholders in accordance with these Shareholders in accordance with these Articles the authorised share capital of the Articles the authorised share capital of the Company shall be divided into two classes: Company shall be divided into two classes: (a) 466637115100 Ordinary Shares of ( a ) 466 637 115 100 9 332 742 302 par value of HK$0.001 each; and Ordinary Shares of par value of HK$0.001 HK$0.05 each; and (b) 33362884900 Preference Shares of par value of HK$0.001 each. ( b ) 3 3 3 6 2 8 8 4 9 0 0 6 6 7 2 5 7 6 9 8 Preference Shares of par value of HK$0.001 HK$0.05 each.– 8 –APPENDIX I PROPOSED AMENDMENTS Article No. Original Articles Amended Articles 15A – 15E N/A Inc lude new Ar t i c l e s 15A – 15E immediately after Article 15: 15A Shares that the Company purchases redeems or acquires by way of surrender in accordance with the Companies Act shall be held as Treasury Shares and not treated as cancelled if: (a) the Board so determines prior to the purchase redemption or surrender of those shares; and (b) the relevant provisions of the Memorandum and Articles and t h e C om p a n i e s A c t a r e otherwise complied with. 15B No dividend may be declared or paid and no other distribution (whether in cash or otherwise) of the Company’s assets (including any distribution of assets to Shareholders on a winding up) may be made to the Company in respec t of a Treasury Share. 15C The Company shall be entered in the Register as the holder of the Treasury Shares. However: (a) the Company shall not be treated as a shareholder for any purpose and shall not exercise any right in respect of the Treasury Shares and any purported exercise of such a right shall be void; and (b) a Treasury Share shall not be voted directly or indirectly at any meeting of the Company and shall not be counted in determining the total number of issued shares at any given time whether for the purposes of these Articles or the Companies Act.– 9 –APPENDIX I PROPOSED AMENDMENTS Article No. Original Articles Amended Articles 15D Nothing in the preceding Article prevents an allotment of Shares as fully paid bonus shares in respect of a Treasury Share and Shares allotted as fully paid bonus shares in respect of a Treasury Share shall be treated as Treasury Shares. 15E Treasury Shares may be disposed of by the Company in accordance with the Companies Act and otherwise on such terms and conditions as the Board determines. 17 (d) The Register may by notice to (d) The Register may by notice to Shareholders be closed in accordance with Shareholders be closed in accordance with the terms equivalent to the relevant section the terms equivalent to the relevant section of the Companies Ordinance at such time of the Companies Ordinance at such time or for such period not exceeding in the or for such period not exceeding in the whole 30 days in each year as the Board whole 30 days in each year as the Board may determine which may be extended for may determine which may be extended for no more than 30 days in respect of any no more than 30 days in respect of any year by an Ordinary Resolution of the year by an Ordinary Resolution of the Shareholders passed in that year. The Shareholders passed in that year. The notice mentioned in this Article 17(d) shall notice mentioned in this Article 17(d) shall be given (i) in accordance with the Listing be given (i) by any electronic means in Rules; or (ii) by advertisement in a such manner as may be accepted by HK newspaper circulating generally in Hong Stock Exchange (ii) in accordance with the Kong. Listing Rules; or (ii) (iii) by advertisement in a newspaper circulating generally in Hong Kong.– 10 –APPENDIX I PROPOSED AMENDMENTS Article No. Original Articles Amended Articles 88 The instrument appointing a proxy and if (a) The Company may at its absolute requested by the Board the power of discretion provide an electronic address for attorney or other authority (if any) under the receipt of any document or information which it is signed or a notarially certified relating to proxies and/or corporate copy of that power or authority shall be representative for a general meeting deposited at such place or one of such (including any instrument of proxy or places (if any) as is specified in the notice invi ta t ion to appoint a proxy any of meeting or in the instrument of proxy document necessary to show the validity issued by the Company (or if no place is of or otherwise relating to an appointment specified at the Registration Office) not of proxy or a corporate representative less than 48 hours before the time for (whether or not required under these holding the meeting or adjourned meeting Articles) and notice of termination of the or poll (as the case may be) at which the authority of a proxy). If such an electronic person named in such instrument proposes address is provided the Company shall be to vote and in default the instrument of deemed to have agreed that any such proxy shall not be treated as valid. No document or information (relating to instrument appointing a proxy shall be proxies and/or corporate representative as valid after the expiration of 12 Months aforesaid) may be sent by electronic means from the date of its execution except at an to that address subject as hereafter adjourned meeting or on a poll demanded provided and subject to any other at a meeting or an adjourned meeting in a limitations or conditions specified by the case where the meeting was originally held Company when providing the address.within 12 Months from such date. Delivery Without limitation the Company may from of an instrument appointing a proxy shall time to time determine that any such not preclude a Shareholder from attending electronic address may be used generally and voting in person (or in the case of a for such matters or specifically for Shareholder being a corporation its duly particular meetings or purposes and if so authorised representative) at the meeting or the Company may provide different upon the poll concerned and in such event electronic addresses for different purposes.the instrument appointing a proxy shall be The Company may also impose any deemed to be revoked. conditions on the transmission of and its receipt of such electronic communications including for the avoidance of doubt imposing any security or encryption arrangements as may be specified by the Company. If any document or information required to be sent to the Company under this Article is sent to the Company by electronic means such document or information is not treated as validly del ivered to or deposi ted with the Company if the same is not received by the Company at its designated electronic address provided in accordance with this Article or if no electronic address is so designated by the Company for the receipt of such document or information.– 11 –APPENDIX I PROPOSED AMENDMENTS Article No. Original Articles Amended Articles (b) The instrument appointing a proxy and if requested by the Board the power of attorney or other authority (if any) under which it is signed or a notarially certified copy of that power or authority shall be deposited at such place or one of such places (if any) as is specified in the notice of meeting or in the instrument of proxy issued by the Company (or if no place is specified at the Registration Office) or if the Company has provided an electronic address in accordance with the preceding paragraph shall be received at the electronic address specified not less than 48 hours before the time for holding the meeting or adjourned meeting or poll (as the case may be) at which the person named in such instrument proposes to vote and in default the instrument of proxy shall not be treated as valid. No instrument appointing a proxy shall be valid after the expiration of 12 Months from the date of its execution except at an adjourned meeting or on a poll demanded at a meeting or an adjourned meeting in a case where the meeting was originally held within 12 Months from such date. Delivery of an instrument appointing a proxy shall not preclude a Shareholder from attending and voting in person (or in the case of a Shareholder being a corporation its duly authorised representative) at the meeting or upon the poll concerned and in such event the instrument appointing a proxy shall be deemed to be revoked.– 12 –APPENDIX I PROPOSED AMENDMENTS Article No. Original Articles Amended Articles 93 Unless the Board agrees otherwise an Unless the Board agrees otherwise an appointment of a corporate representative appointment of a corporate representative shall not be valid as against the Company shall not be valid as against the Company unless: unless: (a) in the case of such an appointment by a (a) in the case of such an appointment by a Shareholder which is a Clearing House (or Shareholder which is a Clearing House (or its nominee(s)) a written notification of the its nominee(s)) a written notification of the appointment issued by any director the appointment issued by any director the secretary or any authorised officer(s) of secretary or any authorised officer(s) of such Shareholder shall have been delivered such Shareholder shall have been delivered at such place or one of such places (if any) at such place or one of such places (if any) as is specified in the notice of meeting or as is specified in the notice of meeting or in the form of notice issued by the in the form of notice issued by the Company or handed to the Chairman of Company or if the Company has provided the meeting at the meeting or if no place an electronic address in accordance with is specified at the principal place of Article 88 delivered to such electronic business maintained by the Company in the address specified or handed to the Relevant Territory from time to time before Chairman of the meeting at the meeting or the time of holding the meeting or if no place is specified at the principal adjourned meeting at which the person so place of business maintained by the authorised proposes to vote or handed to Company in the Relevant Territory from the Chairman of the meeting at the time to time before the time of holding the meeting; and meeting or adjourned meeting at which the person so authorised proposes to vote or handed to the Chairman of the meeting at the meeting; and – 13 –APPENDIX I PROPOSED AMENDMENTS Article No. Original Articles Amended Articles (b) in the case of such an appointment by (b) in the case of such an appointment by any other corporate Shareholder a copy of any other corporate Shareholder a copy of the resolution of its directors or other the resolution of its directors or other governing body of the Shareholder governing body of the Shareholder author is ing the appoin tment of the author i s ing the appointment of the corporate representative or a form of notice corporate representative or a form of notice of appointment of corporate representative of appointment of corporate representative issued by the Company for such purpose or issued by the Company for such purpose or a copy of the relevant power of attorney a copy of the relevant power of attorney together with an up-to-date copy of the together with an up-to-date copy of the Shareholder’s constitutive documents and a Shareholder’s constitutive documents and a list of directors or members of the list of directors or members of the governing body of the Shareholder as at governing body of the Shareholder as at the date of such resolution or as the case the date of such resolution or as the case may be power of attorney in each case may be power of attorney in each case certified by a director secretary or a certified by a director secretary or a member of the governing body of that member of the governing body of that Shareholder and notarised or in the case Shareholder and notarised or in the case of a form of notice of appointment issued of a form of notice of appointment issued by the Company as aforesaid completed by the Company as aforesaid completed and signed in accordance with the and signed in accordance with the instructions thereon or in the case of a instructions thereon or in the case of a power of attorney a notarised copy of the power of attorney a notarised copy of the relevant authority under which it was relevant authority under which it was signed shall have been deposited at such signed shall have been deposited at such place or one of such places (if any) as is place or one of such places (if any) as is specified in the notice of meeting or in the specified in the notice of meeting or in the form of notice issued by the Company as form of notice issued by the Company as aforesaid (or if no place is specified at the aforesaid (or if no place is specified at the Registration Office) not less than 48 hours Registration Office) or if the Company has before the time for holding the meeting or p rov ided an e l ec t r on i c addre s s i n adjourned meeting or poll (as the case may accordance with Article 88 shall be be) at which the corporate representative received at the electronic address specified proposes to vote. not less than 48 hours before the time for holding the meeting or adjourned meeting or poll (as the case may be) at which the corporate representative proposes to vote.– 14 –APPENDIX I PROPOSED AMENDMENTS Article No. Original Articles Amended Articles 111 The Company may from time to time in The Company may from time to time in general meeting by Ordinary Resolution general meeting by Ordinary Resolution elect any person to be a Director either to elect any person to be a Director either to fill a casual vacancy or as an additional fill a casual vacancy or as an additional Director. Any Director so appointed shall Director. Any Director so appointed shall be subject to retirement by rotation be subject to retirement by rotation pursuant to Article 108. pursuant to Article 108. hold office only until the first annual general meeting of the Company after his appointment and shall then be eligible for re-election but shall not be taken into account in determining the Directors or the number of Directors who are to retire by rotation at such meeting. 112 The Board shall have power from time to The Board shall have power from time to time and at any time to appoint any person time and at any time to appoint any person as a Director either to fill a casual vacancy as a Director either to fill a casual vacancy or as an additional Director but so that the or as an additional Director but so that the number of Directors so appointed shall not number of Directors so appointed shall not exceed the maximum number determined exceed the maximum number determined from time to time by the Shareholders in from time to time by the Shareholders in general meeting. Any Director so appointed general meeting. Any Director so appointed by the Board shall hold office only until by the Board shall hold office only until the first annual general meeting of the the first annual general meeting of the Company after his appointment and shall Company after his appointment and shall then be eligible for re-election. then be eligible for re-election. Any Director appointed under this Article shall not be taken into account in determining the Directors or the number of Directors who are to retire by rotation at an annual general meeting.– 15 –APPENDIX I PROPOSED AMENDMENTS Article No. Original Articles Amended Articles 142 (a) A resolution in writing signed by all the (a) A resolution in writing signed by all Directors (or their respective alternate the Directors (or their respective Directors) shall be as valid and alternate Directors) shall be as valid effectual as if it had been passed at a and effectual as if it had been passed meeting of the Board duly convened at a meeting of the Board duly and held. Any such resolutions in convened and held. A notification of wr i t i ng may cons i s t o f s eve r a l consent to such resolution given by a documents in like form each signed by Director in writing to the Board by any one or more of the Directors or means ( inc l ud ing by means o f alternate Directors. electronic communication) shall be deemed to be his signature to such (b) Where a Director is on the date on resolution in writing for the purpose of which a resolution in writing is last this Article. Any such resolutions in signed by a Director absent from the wr i t ing may cons i s t o f seve ra l territory in which the Head Office is documents in like form each signed by for the time being situated or cannot one or more of the Directors or be contacted at his last known address alternate Directors.or contact telephone or facsimile number or is temporarily unable to act (b) Where a Director is on the date on through ill-health or disability and in which a resolution in writing is last each case his alternate (if any) is signed by a Director absent from the affected by any of these events the territory in which the Head Office is signature of such Director (or his for the time being situated or cannot alternate) to the resolution shall not be be contacted by his usual means of required and the resolution in writing communication (including any means so long as such a resolution shall have of electronic communication or at his been signed by at least 2 Directors or l a s t known add re s s o r con t ac t their respective alternates who are telephone or facsimile number) or is entitled to vote thereon or such temporarily unable to act through ill- number of Directors as shall form a health or disability and in each case quorum shall be deemed to have been his alternate (if any) is affected by any passed at a meeting of the Board duly of these events the signature of such convened and held provided that a Director (or his alternate) to the copy of such resolution has been given resolution shall not be required and or the contents thereof communicated the resolution in writing so long as to all the Directors (or their respective such a resolution shall have been alternates) for the time being entitled signed by at least 2 Directors or their to receive notices of meetings of the respective alternates who are entitled Board at their respective last known to vote thereon or such number of address telephone or facsimile number Directors as shall form a quorum shall or if none at the Head Office and be deemed to have been passed at a provided further that no Director is meeting of the Board duly convened aware of or has received from any and held provided that a copy of such D i r e c t o r a ny ob j e c t i o n t o t h e resolution has been given or the resolution. contents thereof communicated to all the Directors (or their respective alternates) for the time being entitled to receive notices of meetings of the Board by their usual means of communication (including any means of electronic communication or at their r e spec t i v e l a s t known add re s s telephone or facsimile number or if none at the Head Office) and provided further that no Director is aware of or has received from any Director any objection to the resolution.– 16 –APPENDIX I PROPOSED AMENDMENTS Article No. Original Articles Amended Articles 143 (b) Any such minutes shall be conclusive (b) Any such minutes shall be conclusive evidence of any such proceedings if evidence of any such proceedings if they purport to be signed by the they purport to be signed (whether by Chairman of the meeting at which the hand o r e l e c t ron i c a l l y ) by the proceedings were held or by the Chairman of the meeting at which the Chairman of the next succeeding proceedings were held or by the meeting. Chairman of the next succeeding meeting.(c) Any such minutes and the accompanying attendance sheet may be signed by hand or electronically by the Directors.– 17 –APPENDIX I PROPOSED AMENDMENTS Article No. Original Articles Amended Articles 175 (b) Subject to paragraph (c) below every (b) Subject to paragraph (c) below every balance sheet of the Company shall be balance sheet of the Company shall be signed on behalf of the Board by 2 of the signed on behalf of the Board by 2 of the Directors and a copy of every balance sheet Directors and a copy of every balance (including every document required by law sheet (including every document required to be comprised therein or annexed thereto) by law to be comprised therein or annexed and profit and loss account which is to be thereto) and profit and loss account which laid before the Company at its annual is to be laid before the Company at its general meeting together with a copy of annual general meeting together with a the Directors’ report and a copy of the copy of the Directors’ report and a copy of Auditors’ report thereon shall not less the Auditors’ report thereon shall not less than 21 days before the date of the meeting than 21 days before the date of the meeting be delivered or sent by post together with published on the Company’s computer the notice of annual general meeting to network or be delivered or sent by postin every Shareholder and every Debenture any manner not prohib i ted by the Holder of the Company and every other Companies Act (including by sending any person entitled to receive notices of general form of electronic communication or meetings of the Company under the publishing it on the websites of the provisions of these Articles provided that Company and the Stock Exchange) this Article shall not require a copy of together with the notice of annual general those documents to be sent to any person meeting to every Shareholder and every of whose address the Company is not Debenture Holder of the Company and aware or to more than one of the joint every other person entitled to receive holders of any Shares or Debentures but notices of general meetings of the any Shareholder or Debenture Holder to Company under the provisions of these whom a copy of those documents has not Articles provided that this Article shall not been sent shall be entitled to receive a require a copy of those documents to be copy free of charge on application at the sent to any person of whose address the Head Office or the Registration Office. If Company is not aware or to more than one all or any of the Shares or Debentures or of the joint holders of any Shares or other securities of the Company shall for Debentures but any Shareholder or the time being be (with the consent of the Debenture Holder to whom a copy of those Company) listed or dealt in on any stock documents has not been sent shall be exchange or market there shall be entitled to receive a copy free of charge on forwarded to such stock exchange or application at the Head Office or the market such number of copies of such Registration Office. If all or any of the documents as may for the time being be Shares or Debentures or other securities of required under its regulations or practice. the Company shall for the time being be (with the consent of the Company) listed or dealt in on any stock exchange or market there shall be forwarded to such stock exchange or market such number of copies of such documents as may for the time being be required under its regulations or practice.– 18 –APPENDIX I PROPOSED AMENDMENTS Article No. Original Articles Amended Articles 175 (c) Subject to the Listing Rules the (c) Subject to the Listing Rules the Company may send summarized financial Company may send summarized financial statements to Shareholders who has in statements to Shareholders who has in accordance with the Lis t ing Rules accordance with the Lis t ing Rules c on s en t e d and e l e c t e d t o r e c e i v e con s en t e d and e l e c t e d t o r e c e i v e summarized financial statements instead of summarized financial statements instead of t he fu l l f i n anc i a l s t a t emen t s . The the full financial statements in any manner summarized financial statements must be not prohibited by the Companies Act accompanied by any other documents as (including sending any form of electronic may be required under the Listing Rules communication or publishing it on the and must be sent to the Shareholders not websites of the Company and the Stock less than twenty-one days before the Exchange). The summarized financial general meeting to those Shareholders that statements must be accompanied by any have consented and elected to receive the other documents as may be required under summarized financial statements. the Listing Rules and must be sent to the Shareholders not less than twenty-one days before the general meeting to those Shareholders that have consented and elected to receive the summarized financial statements.– 19 –APPENDIX I PROPOSED AMENDMENTS Article No. Original Articles Amended Articles 180(A)(ii) Except where otherwise expressly stated Except where otherwise expressly stated any notice or document to be given to or any notice or document to be given to or by any person pursuant to these Articles by any person pursuant to these Articles (including any corporate communications (including any corporate communications within the meaning ascribed thereto under and actionable corporate communications the Listing Rules) may be served on or within the meaning ascribed thereto under del ivered to any Shareholder ei ther the Listing Rules) may be served on or personally or by sending it through the delivered to any Shareholder ei ther post in a prepaid envelope or wrapper personally or by sending it through the addressed to such Shareholder at his post in a prepaid envelope or wrapper registered address as appearing in the addressed to such Shareholder at his register or by leaving it at that address registered address as appearing in the addressed to the Shareholder or by any register or by leaving it at that address other means authorised in writing by the addressed to the Shareholder or by any Shareholder concerned or (other than share other means authorised in writing by the certificate) by publishing it by way of Shareholder concerned or (other than share advertisement in the Newspapers. In case certificate) by publishing it by way of of joint holders of a share all notices shall advertisement in the Newspapers. In case be given to that one of the joint holders of joint holders of a share all notices shall whose name stands first in the register and be given to that one of the joint holders notice so given shall be sufficient notice to whose name stands first in the register and all the joint holders. Without limiting the notice so given shall be sufficient notice to generality of the foregoing but subject to all the joint holders. Without limiting the the Companies Act and the Listing Rules a generality of the foregoing but subject to notice or document may be served or the Companies Act and the Listing Rules a de l ive red by the Company to any notice or document may be served or Shareholder by electronic means to such de l ive red by the Company to any address as may from time to time be Shareholder by electronic means to such authorised by the Shareholder concerned or address as may from time to time be by publishing it on a website and notifying authorised by the Shareholder concerned or the Shareholder concerned that it has been by publishing it on a the websites of the so published. Company and the Stock Exchange and notifying the Shareholder concerned that it has been so published.– 20 –APPENDIX I PROPOSED AMENDMENTS Article No. Original Articles Amended Articles 181 (a) Any Shareholder whose registered (a) Any Shareholder whose registered address is outside the Relevant Territory address is outside the Relevant Territory may notify the Company in writing of an may notify the Company in writing of an address in the Relevant Territory which for address in the Relevant Territory which for the purpose of service of notice shall be the purpose of service of notice shall be deemed to be his registered address. Where deemed to be his registered address. Where the registered address of the Shareholder is the registered address of the Shareholder is outside the Relevant Territory notice if outside the Relevant Territory notice if given through the post shall be sent by given through the post shall be sent by prepaid airmail letter where available. prepaid airmail letter where available.(b) Any Shareholder who fails (and where (ba) Any Shareholder who fails (and a Share is held by joint holders where the where a Share is held by joint holders first joint holder named on the register where the first joint holder named on the fails) to supply his registered address or a register fails) to supply his registered correct registered address to the Company address or a correct registered address to for service of notices and documents on the Company for service of notices and him shall not (and where a Share is held by documents on him shall not (and where a joint holders none of the other joint Share is held by joint holders none of the holders whether or not they have supplied other joint holders whether or not they a registered address shall) be entitled to have supplied a registered address shall) be service of any notice or documents by the entitled to service of any notice or Company and any notice or document documents by the Company and any notice which is otherwise required to be served or document which is otherwise required to on him may if the Board in its absolute be served on him may if the Board in its discretion so elects (and subject to them re- absolute discretion so elects (and subject to electing otherwise from time to time) be them re-electing otherwise from time to served in the case of notices by displaying time) be served in the case of notices by a copy of such notice conspicuously at the d i sp l ay ing a copy of such no t i ce Registered Office and the Head Office or conspicuously at the Registered Office and if the Board sees fit by advertisement in the Head Office or if the Board sees fit the Newspapers and in the case of by advertisement in the Newspapers and documents by post ing up a notice in the case of documents by posting up a conspicuously at the Registered Office and notice conspicuously at the Registered the Head Office addressed to such Office and the Head Office addressed to Shareholder which notice shall state the such Shareholder which notice shall state address within the Relevant Territory at the address within the Relevant Territory at which he served in the manner so described which he served in the manner so described which shall be sufficient service as regards which shall be sufficient service as regards Shareholders with no registered or incorrect Shareholders with no registered or incorrect addresses provided that nothing in this addresses provided that nothing in this paragraph (b) shall be construed as paragraph (b)(a) shall be construed as requiring the Company to serve any notice requiring the Company to serve any notice or document on any Shareholder with no or or document on any Shareholder with no or an incorrect registered address for the an incorrect registered address for the service of notice or document on him or service of notice or document on him or on any Shareholder other than the first on any Shareholder other than the first named on the register of members of the named on the register of members of the Company. Company.– 21 –APPENDIX I PROPOSED AMENDMENTS Article No. Original Articles Amended Articles (c) If on 3 consecutive occasions notices or (cb) If on 3 consecutive occasions notices other documents have been sent through or other documents have been sent through the post to any Shareholder (or in the case the post to any Shareholder (or in the case of joint holders of a share the first holder of joint holders of a share the first holder named on the register) at his registered named on the register) at his registered address but have been returned undelivered address but have been returned undelivered such Shareholder (and in the case of joint such Shareholder (and in the case of joint holders of a Share all other joint holders holders of a Share all other joint holders of the share) shall not thereafter be entitled of the share) shall not thereafter be entitled to receive or be served (save as the Board to receive or be served (save as the Board may elect otherwise pursuant to paragraph may elect otherwise pursuant to paragraph (b) of this Article) and shall be deemed to (b) of this Article) and shall be deemed to have waived the service of notices and have waived the service of notices and other documents from the Company until other documents from the Company until he shall have communicated with the he shall have communicated with the Company and supplied in writing a new Company and supplied in writing a new registered address for the service of notices registered address for the service of notices on him. on him.– 22 –APPENDIX I PROPOSED AMENDMENTS Article No. Original Articles Amended Articles 182 Any notice or other document if sent by Any notice or other document if sent by mail postage prepaid shall be deemed to mail postage prepaid shall be deemed to have been served or delivered on the day have been served or delivered on the day following that on which the let ter following that on which the let ter envelope or wrapper containing the same envelope or wrapper containing the same is put into the post. In proving such service is put into the post. In proving such service it shall be sufficient to prove that the letter it shall be sufficient to prove that the letter envelope or wrapper containing the notice envelope or wrapper containing the notice or document was properly addressed and or document was properly addressed and put into the post as prepaid mail. Any put into the post as prepaid mail. Any notice or document not sent by post but notice or document not sent by post but left by the Company at a registered address left by the Company at a registered address shall be deemed to have been served or shall be deemed to have been served or delivered on the day it was so left. Any delivered on the day it was so left. Any notice or document if sent by electronic notice or document if sent by electronic means (including through any relevant means (including through any relevant system) shall be deemed to have been system) shall be deemed to have been given on the day following that on which given on the day following that on which the electronic communication was sent by the electronic communication was sent by or on behalf of the Company. Any notice or on behalf of the Company. Any notice or document served or delivered by the or document served or delivered by the Company by any other means authorised in Company by any other means authorised in writing by the Shareholder concerned shall writing by the Shareholder concerned shall be deemed to have been served when the be deemed to have been served when the Company has carried out the action it has Company has carried out the action it has been authorised to take for that purpose. been authorised to take for that purpose.Any notice or other document published by Any notice or other document published by way of advertisement or on a website shall way of advertisement or on a website shall be deemed to have been served or delivered be deemed to have been served or on the day it was so published. delivered on the day it was so published.Any notice or other documents served by being placed on the websites of the Company and the Stock Exchange shall be deemed to have been served or delivered at the time of its publication unless otherwise prescribed by the Listing Rules. 186 The signature to any notice or document to The signature to any notice or document to be given by the Company may be written be given by the Company may be written or printed. or printed or in electronic form.– 23 –NOTICE OF EXTRAORDINARY GENERAL MEETING (Incorporated in the Cayman Islands with limited liability) (Stock Code: 01250) NOTICE OF EXTRAORDINARY GENERAL MEETING NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the ‘‘EGM’’) of Shandong Hi-Speed New Energy Group Limited (the ‘‘Company’’) will be held at Conference Room 38/F The Center 99 Queen’s Road Central Central Hong Kong on Wednesday 26 June 2024 at 11:30 a.m. or at any adjournment thereof for the purpose of considering and if thought fit passing the following resolutions with or without amendments as special resolutions of the Company: SPECIAL RESOLUTIONS 1. ‘‘THAT (a) the proposed amendments to the existing third amended and restated memorandum and articles of association of the Company (the ‘‘Proposed Amendments’’) as set out in the circular of the Company dated 5 June 2024 be and are hereby approved; and (b) the fourth amended and restated memorandum and articles of association of the Company which contain all the Proposed Amendments and in the form tabled at the EGM marked ‘‘A’’ and for the purpose of identification signed by a Director be approved and adopted in substitution for and to the exclusion of the existing third amended and restated memorandum and articles of association of the Company with immediate effect after the close of the EGM.’’ 2. ‘‘THAT any Director or officer of the Company be and is hereby authorised to carry out and take all actions necessary and to sign all necessary documents in connection with or to give effect to the above matters.’’ By Order of the Board Shandong Hi-Speed New Energy Group Limited Wang Xiaodong Chairman Hong Kong 5 June 2024 EGM – 1NOTICE OF EXTRAORDINARY GENERAL MEETING Notes: 1. Any member of the Company entitled to attend and vote at the EGM shall be entitled to appoint another person as his/her proxy to attend and vote instead of him/her. A member who is the holder of two or more shares may appoint more than one proxy to represent him/her and vote on his/her behalf at the EGM. A proxy need not be a member of the Company. On a poll votes may be given either personally or by proxy. 2. The instrument appointing a proxy shall be in writing under the hand of the appointor or of his/her attorney duly authorised in writing or if the appointor is a corporation either under its seal or under the hand of an officer or attorney duly authorized. 3. To be valid the instrument appointing a proxy and (if required by the Company) the power of attorney or other authority (if any) under which it is signed or a notarially certified copy of such power or authority shall be delivered to the Company’s branch share registrar and transfer office in Hong Kong Tricor Investor Services Limited at 17/F Far East Finance Centre 16 Harcourt Road Hong Kong not less than 48 hours before the time appointed for holding the EGM or any adjournment thereof (as the case may be). 4. No instrument appointing a proxy shall be valid after expiration of 12 months from the date of its execution except at an adjourned meeting or on a poll demanded at the EGM or any adjournment thereof in cases where the EGM was originally held within 12 months from such date. 5. Where there are joint holders of any shares any one of such joint holders may vote at the EGM 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 EGM 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 of members of the Company in respect of the joint holding. 6. Completion and delivery of an instrument appointing a proxy shall not preclude a member from attending and voting in person at the EGM if the member so wish and in such event the instrument appointing a proxy should be deemed to be revoked. 7. For the purpose of determining Shareholders’ entitlement to attend and vote at the EGM the register of members of the Company will be closed from Friday 21 June 2024 to Wednesday 26 June 2024 (both days inclusive) during which period no transfer of Shares will be registered. In order to qualify for attending at the EGM all properly completed transfer forms accompanied by the relevant share certificates must be lodged for registration with the Company’s branch share registrar and transfer office in Hong Kong Tricor Investor Services Limited at 17/F Far East Finance Centre 16 Harcourt Road Hong Kong not later than 4:30 p.m. on Thursday 20 June 2024. 8. A form of proxy for use at the EGM is enclosed with the circular of the Company dated 5 June 2024. 9. If tropical cyclone warning signal no. 8 or above or a black rainstorm warning or ‘‘extreme conditions’’ caused by super typhoon is in effect at any time after 8:00 a.m. on Wednesday 26 June 2024 the EGM will be postponed and further announcement for details of alternative meeting arrangements will be made. The EGM will be held as scheduled even when tropical cyclone warning signal no. 3 or below is hoisted or an amber or red rainstorm warning signal is in force. You should make your own decision as to whether you would attend the meeting under bad weather conditions and if you should choose to do so you are advised to exercise care and caution.As at the date of this notice the Board comprises Mr. Wang Xiaodong Mr. Zhu Jianbiao Mr. Wang Wenbo Mr. Sun Qingwei Ms. Liao Jianrong Mr. Li Li Mr. He Yongbing and Mr. Wang Meng as executive Directors; and Professor Qin Si Zhao Mr. Victor Huang Mr. Yang Xiangliang and Mr. Chiu Kung Chik as independent non-executive Directors.EGM – 2