FDG Electric Vehicles : RIGHTS ISSUE ON THE BASIS OF ONE (1) RIGHTS SHARE FOR EVERY TWO (2) SHARES HELD ON THE RECORD DATE ON A NON-UNDERWRITTEN BASIS

February 10, 2020 at 04:13 am EST

THIS PROSPECTUS IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this prospectus or as to the action to be taken, you should consult your stockbroker, licensed securities dealer or other registered institution in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your Shares, you should at once hand the Prospectus Documents to the purchaser(s) or transferee(s) or to the bank, licensed securities dealer, registered institution in securities or other agent through whom the sale or transfer was effected for transmission to the purchaser(s) or the transferee(s). The Prospectus Documents should not, however, be distributed, forwarded to or transmitted to, into or from any jurisdiction where to do so might constitute a violation of the relevant local securities laws or regulations.

A copy of each of the Prospectus Documents, together with the documents specified in the paragraph headed "15. Documents delivered to the Registrar of Companies" in Appendix III to this prospectus, have been registered with the Registrar of Companies in Hong Kong pursuant to section 342C of the Companies (Winding Up and Miscellaneous Provisions) Ordinance. The Registrar of Companies in Hong Kong and the SFC take no responsibility for the contents of any of the Prospectus Documents.

Subject to the granting of listing of, and permission to deal in, the Rights Shares in both nil-paid and fully-paid forms on the Stock Exchange as well as compliance with the stock admission requirements of HKSCC, the Rights Shares in both nil-paid and fully-paid forms will be accepted as eligible securities by HKSCC for deposit, clearance and settlement in CCASS with effect from the respective commencement dates of dealings in the Rights Shares in their nil-paid and fully-paid forms on the Stock Exchange or such other dates as determined by HKSCC and you should consult your stockbroker, a licensed dealer in securities, bank manager, solicitor, professional accountant or other professional adviser for details of those settlement arrangements and how such arrangements may affect your rights and interests. Settlement of transactions between participants of the Stock Exchange on any trading day is required to take place in CCASS on the second trading day thereafter. All activities under CCASS are subject to the General Rules of CCASS and CCASS Operational Procedures in effect from time to time.

You should read the whole of the Prospectus Documents including the discussions of certain risks and other factors as set out in the section headed "Warning of the Risks of Dealings in the Shares and nil-paid Rights Shares" in the "Letter from the Board" in this prospectus.

Hong Kong Exchanges and Clearing Limited, the Stock Exchange and HKSCC take no responsibility for the contents of each of the Prospectus Documents, make no representation as to their 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 these documents.

This prospectus is not an invitation or offer of securities for sale in the United States and neither this prospectus nor any copy thereof may be released or distributed in the United States or any other jurisdiction where such release might be unlawful or to any U.S. persons. The securities have not been and will not be registered under the U.S. Securities Act or laws of any state or jurisdiction of the United States and may not be offered or sold, pledged or transferred in the United States absent registration or an exemption from registration under the U.S. Securities Act. There will be no public offering of securities in the United States.

FDG Electric Vehicles Limited

五龍電動車（集團）有限公司

(Incorporated in Bermuda with limited liability)

(Stock Code: 729)

RIGHTS ISSUE ON THE BASIS OF ONE (1) RIGHTS SHARE FOR EVERY TWO (2) SHARES HELD ON THE RECORD DATE ON A NON-UNDERWRITTEN BASIS

Placing Agent

Crosby Securities Limited

Capitalised terms used on this cover page shall have the same meanings as those defined in the section headed "Definitions" in this prospectus.

The Rights Issue is on a non-underwritten basis. Pursuant to the Companies Act, the Companies (Winding Up and Miscellaneous Provisions) Ordinance and the Listing Rules, there is no requirement for a minimum level of subscription in the Rights Issue. The Rights Issue is subject to fulfilment of the conditions of the Rights Issue as set out in the section headed "Conditions of the Rights Issue" in the "Letter from the Board" on page 22 of this prospectus at or prior to the latest time for the Rights Issue to become unconditional (which is currently expected to be 6:00 p.m. on Monday, 2 March 2020). The conditions include but are not limited to the Stock Exchange granting the listing of, and permission to deal in, the Rights Shares in their nil-paid and fully-paid forms.

If the conditions of the Rights Issue are not fulfilled on or prior to the latest time for the Rights Issue to become unconditional, the rights Issue will not proceed. Dealings in the Shares have been on an ex-rights basis from Wednesday, 29 January 2020. Dealings in the nil-paid rights will take place from Wednesday, 12 February 2020 to Wednesday, 19 February 2020 (both dates inclusive).

Any Shareholders or other persons contemplating selling or purchasing Shares and/or nil-paid rights up to the latest time when the conditions of the Rights Issue are fulfilled (which is expected to be 6:00 p.m. on Monday, 2 March 2020) will accordingly bear the risk that the Rights Issue may not become unconditional and may not proceed. Shareholders and potential investors should therefore exercise caution when dealing in the Shares and/or the nil-paid rights, and if they are in any doubt about their position, they are recommended to consult their professional advisers.

The latest time for acceptance and payment for the Rights Shares is 4:00 p.m. on Monday, 24 February 2020.

The procedures for acceptance and transfer of the Rights Shares are set out in the section headed "Procedures for acceptance and payment or transfer" in the "Letter from the Board" on pages 15 to 16 of this prospectus.

10 February 2020

	CONTENTS
		Page
Definitions . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Expected Timetable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Summary of the Rights Issue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	11
Appendix I	- Financial Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	34
Appendix II	- Unaudited Pro Forma Financial Information . . . . . . . . . . . . . .	40
Appendix III	- General Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	45

- i -

DEFINITIONS

In this prospectus, unless the context otherwise requires, the following words and expressions shall have the following meanings when used herein:

"Announcements"	the announcements of the Company dated 21 January
	2020, 23 January 2020 and 24 January 2020 in relation
	to, among other matters, the Rights Issue;
"Board"	the board of Directors;
"Board Meeting"	the Board meeting held on 20 January 2020 to
	consider the Rights Issue;
"Business Day"	a day (other than a Saturday, Sunday and public
	holiday) on which banks are open for general banking
	business in Hong Kong;
"CCASS"	the Central Clearing and Settlement System
	established and operated by HKSCC;
"Companies Act"	the Companies Act 1981 of Bermuda;
"Companies (Winding Up and	Companies (Winding Up and Miscellaneous
Miscellaneous Provisions)	Provisions) Ordinance (Chapter 32 of the Laws of
Ordinance"	Hong Kong);
"Company"	FDG Electric Vehicles Limited, a company
	incorporated in Bermuda with limited liability, the
	issued shares of which are listed and traded on the
	Main Board of the Stock Exchange (Stock Code:
	729);
"connected person(s)"	has the same meaning ascribed thereto in the Listing
	Rules;
"Convertible Bonds"	the convertible bonds of the Company due 2020 and
	2021 respectively;
"Director(s)"	director(s) of the Company;

- 1 -

	DEFINITIONS
"Excluded Shareholder(s)"	Overseas Shareholder(s) whom the Directors, after
	making enquiries regarding the legal restrictions
	under the laws of the relevant places or the
	requirements of the relevant overseas regulatory
	bodies or stock exchanges, consider it necessary or
	expedient to exclude them from the Rights Issue;
"Final Acceptance Date"	Monday, 24 February 2020, being the last day for
	acceptance of and payment for the Rights Shares and
	for application or such other time or date as the
	Company may determine;
"Group"	the Company and its subsidiaries;
"HKSCC"	Hong Kong Securities Clearing Company Limited;
"HK$"	Hong Kong dollar, the lawful currency of Hong
	Kong;
"Hong Kong"	the Hong Kong Special Administrative Region of the
	PRC;
"Independent Third Party(ies)"	third party(ies) independent of the Company and any
	connected person(s) of the Company and not a
	connected person of the Company;
"Intermediary"	in relation to a beneficial owner whose Shares are
	deposited in CCASS and registered in the name of
	HKSCC Nominees Limited, means the beneficial
	owner's broker, custodian, nominee or other relevant
	person who is a CCASS participant or who has
	deposited the beneficial owner's shares with a CCASS
	participant;
"Last Trading Day"	21 January 2020, being the last full trading day before
	the release of the announcement of the Company
	dated 21 January 2020 in relation to the Rights Issue;
"Latest Practicable Date"	Thursday, 6 February 2020, being the latest
	practicable date prior to the printing of this
	prospectus for the purpose of ascertaining certain
	information referred to in this prospectus;

- 2 -

	DEFINITIONS
"Latest Time for Placing	6:00 p.m. on the fifth (5th) Business Day after the
Arrangement"	Final Acceptance Date, being the latest time for the
	Placing Agent to determine the list of Placees and to
	notify the Company of the results of the placing;
"Listing Rules"	the Rules Governing the Listing of Securities on the
	Stock Exchange;
"Net Gain"	the aggregate of any premiums (being the aggregate
	amount paid by the placees after deducting the
	aggregate amount of the Subscription Price for the
	Unsubscribed Rights Shares placed by the Placing
	Agent under the Placing Agreement) under the
	Unsubscribed Arrangements;
"No Action Shareholder(s)"	Qualifying Shareholders who do not subscribe for the
	Rights Shares (whether partially or fully) under the
	PAL(s) or their renounces, or such persons who hold
	any nil-paid rights at the time such nil-paid rights are
	lapsed, or Excluded Shareholders (as the case may
	be);
"Overseas Shareholder(s)"	the Shareholder(s) (whose names appear on the
	register of members of the Company at the close of
	business on the Record Date) with registered
	address(es) outside Hong Kong;
"PAL(s)"	the provisional allotment letter(s) in connection with
	the Rights Issue;
"Placing Agent"	Crosby Securities Limited, a licensed corporation to
	carry out type 1 (dealing in securities) regulated
	activity under the SFO, and appointed by the
	Company to place any Unsubscribed Rights Shares
	under the Unsubscribed Arrangements described in
	Rule 7.21(1)(b) of the Listing Rules;
"Placing Agreement"	the placing agreement dated 21 January 2020, as
	supplemented on 6 February 2020, and entered into
	between the Company and the Placing Agent in
	relation to the placing of Unsubscribed Rights
	Shares;

- 3 -

	DEFINITIONS
"Posting Date"	Monday, 10 February 2020 or such other date as the
	Company may determine, being the date on which the
	Prospectus Documents are posted to the Qualifying
	Shareholders;
"PRC"	the People's Republic of China;
"Prospectus Documents"	this prospectus and the PAL;
"Qualifying Shareholder(s)"	Shareholders, other than the Excluded Shareholders,
	whose names appear on the register of members of
	the Company at the close of business on the Record
	Date;
"Record Date"	Thursday, 6 February 2020, being the date by
	reference to which the Shareholders' entitlements to
	the Rights Issue are to be determined;
"Registrar"	Union Registrars Limited, the Hong Kong branch
	share registrar and transfer office of the Company;
"Rights Issue"	the issue by way of rights of one (1) Rights Share for
	every two (2) Shares in issue on the Record Date at
	the Subscription Price;
"Rights Share(s)"	up to 974,734,936 new Shares proposed to be allotted
	and issued under the Rights Issue (assuming full
	subscription under the Rights Issue);
"SFC"	the Securities and Futures Commission of Hong
	Kong;
"SFO"	the Securities and Futures Ordinance (Cap 571 of the
	Laws of Hong Kong);
"Share(s)"	ordinary share(s) of HK$0.20 each in the share
	capital of the Company;
"Share Option Schemes"	the share option schemes adopted by the Company on
	30 March 2004 and 28 February 2014 respectively;
"Shareholder(s)"	holder(s) of Share(s);
"Stock Exchange"	The Stock Exchange of Hong Kong Limited;

- 4 -

	DEFINITIONS
"Subscription Price"	the subscription price of HK$0.20 per Rights Share
	under the Rights Issue;
"United States"or "U.S."	the United States of America;
"Unsubscribed Arrangements"	the placement of Unsubscribed Rights Shares by the
	Placing Agent pursuant to the terms of the Placing
	Agreement, details of which are set out in the section
	headed "Procedures in respect of the Unsubscribed
	Rights Shares and the Unsubscribed Arrangements"
	in this prospectus;
"Unsubscribed Rights Shares"	consist of (i) Rights Shares that are not being taken
	up by the Qualifying Shareholders; and (ii) unsold
	entitlement of the Excluded Shareholders to the
	Rights Shares; and
"%"	per cent.

- 5 -

EXPECTED TIMETABLE

Set out below is the expected timetable for the Rights Issue which is indicative only and has been prepared on the assumption that all the conditions of the Rights Issue will be fulfilled. The expected timetable is subject to change, and any such change will be announced in a separate announcement by the Company as and when appropriate.

Event

Last day of dealing in the Shares on a cum-rights basis . . . . . . Friday, 24 January 2020

First day of dealing in the Shares on an ex-rights basis . . . Wednesday, 29 January 2020

Latest time for lodging transfers of Shares
to be entitled for the Rights Issue . . . . . . . . .	4:00 p.m. on Thursday, 30 January 2020

Book close period to determine the entitlements

to the Rights Issue (both dates inclusive) . . . . . . . . . . . . . . . . Friday, 31 January 2020 to Thursday, 6 February 2020

Record Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Thursday, 6 February 2020

Friday, 7 February 2020

Prospectus Documents to be posted . . . . . . . . . . . . . . . . . . . Monday, 10 February 2020

First day of dealing in nil-paid rights . . . . . . . . . . . . . . . . Wednesday, 12 February 2020

Latest time for splitting nil-paid rights . . . . . . . . 4:00 p.m. on Friday, 14 February 2020

Last day of dealing in nil-paid rights . . . . . . . .	. . . . . . . . Wednesday, 19 February 2020
Latest time for acceptance of and payment
for the Rights Shares . . . . . . . . . . . . . . . . . . .	4:00 p.m. on Monday, 24	February 2020
Announcement of the number of
Unsubscribed Rights Shares subject to
the Unsubscribed Arrangements to be posted on
the Stock Exchange's and the Company's
websites on or before . . . . . . . . . . . . . . . . . . .	. . . . . . . . Wednesday, 26	February 2020
Commencement of placing of
Unsubscribed Rights Shares by
the Placing Agent under
the Placing Agreement . . . . . . . . . . . . . . . . . .	. . . . . . . . Wednesday, 26	February 2020

- 6 -

EXPECTED TIMETABLE

Latest time for placing of Unsubscribed Rights Shares by the Placing Agent under the

Placing Agreement . . . . . . . . . . . . . . . . . . . . . . . . 6:00 p.m. on Monday, 2 March 2020

Latest time for Rights Issue to
become unconditional . . . . . . . . . . . . . . . . . . . . .	6:00 p.m. on Monday, 2 March 2020
Announcement of the results of the
Rights Issue and the amount of the
Net Gain per Share to be published . . . . . . . . . . .	. . . . .	. . . . . Tuesday, 3 March 2020
Share certificates of fully-paid Rights Shares to be posted	. . Wednesday, 4 March 2020
Dealings in fully-paid Rights Shares commence . . .	. . . . .	. . . . . 9:00 a.m. on Thursday,
		5	March 2020
Designated broker starts to stand in the market to
provide matching services for odd lots of Rights Shares	. . . . . 9:00 a.m. on Thursday,
		5	March 2020
Payment of Net Gain to relevant No Action Shareholders	. . . Thursday, 19	March 2020
Designated broker ceases to stand in the market to
provide matching services for odd lots of Rights Shares	. . . . . . . 4:00 p.m. on Friday,
		27	March 2020

Note: All references to time in this prospectus are references to Hong Kong time.

- 7 -

EXPECTED TIMETABLE

EFFECT OF BAD WEATHER ON THE LATEST TIME FOR ACCEPTANCE OF AND

PAYMENT FOR THE RIGHTS SHARES

The latest time for acceptance of and payment for the Rights Shares will not take place if there is a tropical cyclone warning signal no. 8 or above, or a "black" rainstorm warning:

in force in Hong Kong at any local time before 12:00 noon and no longer in force after 12:00 noon on Monday, 24 February 2020. Instead the latest time for acceptance of and payment for the Rights Shares will be extended to 5:00 p.m. on the same Business Day; or
in force in Hong Kong at any local time between 12:00 noon and 4:00 p.m. on Monday, 24 February 2020. Instead the latest time for acceptance of and payment for the Rights Shares will be rescheduled to 4:00 p.m. on the following Business Day which does not have either of those warnings in force in Hong Kong at any time between 9:00 a.m. and 4:00 p.m.

If the latest time for acceptance of and payment for the Rights Shares does not take place at 4:00 p.m. on Monday, 24 February 2020, the dates mentioned in this section may be affected. An announcement will be made by the Company in such event.

- 8 -

SUMMARY OF THE RIGHTS ISSUE

The terms of the Rights Issue are set out below and should be read in conjunction with the full text of this prospectus:

Basis of Rights Issue

Subscription Price

Number of Shares in issue as at the Latest Practicable Date

Number of Rights Shares to be issued under the Rights Issue

Aggregate nominal value of the Rights Shares

Enlarged issued share capital upon completion of the Rights Issue

Funds raised before expenses

One (1) Rights Share for every two (2) Shares held on the Record Date

HK$0.20 per Rights Share

1,949,469,872 Shares

Up to 974,734,936 Rights Shares (assuming full subscription under the Rights Issue)

Up to HK$194,946,987.20 (assuming full subscription under the Rights Issue)

Up to 2,924,204,808 Shares (assuming full subscription under the Rights Issue)

Up to approximately HK$195 million (assuming full subscription under the Rights Issue)

As at the Latest Practicable Date, there are outstanding and vested options to subscribe for an aggregate of 14,790,000 Shares granted pursuant to the Share Option Schemes.

As at the Latest Practicable Date, the Convertible Bonds are outstanding which are convertible into an aggregate of 70,510,752 Shares pursuant to the terms of the Convertible Bonds.

Save for the 14,790,000 options granted pursuant to the Share Option Schemes and the Convertible Bonds, the Company has no outstanding derivatives, vested options, warrants, conversion securities or other similar securities which are convertible or exchangeable into Shares nor has entered into any agreement to do any of the foregoing as at the Latest Practicable Date.

The aggregate number of nil-paid Rights Shares proposed to be provisionally allotted pursuant to the terms of the Rights Issue represents 50.00% of the total number of Shares in issue as at the Latest Practicable Date and will represent approximately 33.33% of the Shares in issue as enlarged by the Rights Issue assuming no further issue of new Share(s) other than the Rights Shares and no repurchase of Share(s) on or before completion of the Rights Issue.

- 9 -

SUMMARY OF THE RIGHTS ISSUE

WARNING OF THE RISKS OF DEALINGS IN THE SHARES AND NIL-PAID RIGHTS SHARES

The Rights Issue is subject to the fulfilment of conditions set out in the section headed "Conditions of the Rights Issue" in the "Letter from the Board" in this prospectus. As the Rights Issue is subject to conditions, the Rights Issue may or may not proceed.

If any of the conditions of the Rights Issue is not fulfilled at or before 6:00 p.m. on Monday, 2 March 2020, the Rights Issue will not proceed.

Any dealings in the Shares up to the date on which all the conditions of the Rights Issue are fulfilled, and any Shareholders dealing in the Rights Shares in nil-paid form will accordingly bear the risk that the Rights Issue may not become unconditional or may not proceed. Any Shareholders or other persons contemplating any dealings in the Shares or Rights Shares in their nil-paid form are recommended to consult their professional advisers.

- 10 -

LETTER FROM THE BOARD

FDG Electric Vehicles Limited

五龍電動車（集團）有限公司

(Incorporated in Bermuda with limited liability)

(Stock Code: 729)

Executive Directors:	Registered Office:
Mr. Cao Zhong (Chairman)	Clarendon House
Mr. Jaime Che (Chief Executive Officer)	2 Church Street
Dr. Chen Yanping (Chief Technical Officer)	Hamilton HM 11
	Bermuda
Non-executive Directors:
Mr. Lo Wing Yat	Principal place of business
Mr. Huang Tan	in Hong Kong:
	Rooms 3001-3005, 30th Floor
Independent Non-executive Directors:	China Resources Building
Mr. Chan Yuk Tong	26 Harbour Road
Mr. Fei Tai Hung	Wanchai
Mr. Tse Kam Fow	Hong Kong
	10 February 2020

To the Qualifying Shareholders, and for information only, the Excluded Shareholders

Dear Sir or Madam,

RIGHTS ISSUE ON THE BASIS OF ONE (1) RIGHTS SHARE FOR EVERY TWO (2) SHARES HELD ON THE RECORD DATE ON A NON-UNDERWRITTEN BASIS

INTRODUCTION

Reference is made to the Announcements in relation to, among other matters, the Rights Issue.

The Company proposes to raise up to approximately HK$195 million before expenses (assuming full subscription under the Rights Issue) by way of a rights issue of up to 974,734,936 Rights Shares at the Subscription Price of HK$0.20 each and on the basis of one (1) Rights Share for every two (2) Shares held by the Qualifying Shareholders on the Record Date.

- 11 -

LETTER FROM THE BOARD

The purpose of this prospectus is to provide you with, amongst others, further details on the Rights Issue, certain financial information and other general information in respect of the Group.

RIGHTS ISSUE

Issue statistics

Basis of Rights Issue

Subscription Price

Number of Shares in issue as at the Latest Practicable Date

Number of Rights Shares to be issued under the Rights Issue

Aggregate nominal value of the Rights Shares

Enlarged issued share capital upon completion of the Rights Issue

Funds raised before expenses

One (1) Rights Share for every two (2) Shares held on the Record Date

HK$0.20 per Rights Share

1,949,469,872 Shares

Up to 974,734,936 Rights Shares (assuming full subscription under the Rights Issue)

Up to HK$194,946,987.20 (assuming full subscription under the Rights Issue)

Up to 2,924,204,808 Shares (assuming full subscription under the Rights Issue)

Up to approximately HK$195 million (assuming full subscription under the Rights Issue)

As at the Latest Practicable Date, there are outstanding and vested options to subscribe for an aggregate of 14,790,000 Shares granted pursuant to the Share Option Schemes.

As at the Latest Practicable Date, the Convertible Bonds are outstanding which are convertible into an aggregate of 70,510,752 Shares pursuant to the terms of the Convertible Bonds.

- 12 -

LETTER FROM THE BOARD

The Company has not received any information or irrevocable undertaking from any substantial shareholder of the Company of their intention in relation to the Rights Shares to be allotted to them under the Rights Issue as at the Latest Practicable Date.

Subscription Price

The Subscription Price of HK$0.20 per Rights Share is payable in full when a Qualifying Shareholder accepts the relevant provisional allotment of Rights Shares or when a transferee of nil-paid Rights Shares accepts the provisional allotment of the relevant Rights Shares.

The Subscription Price represents:

a discount of approximately 6.98% to the closing price of HK$0.215 per Share as quoted on the Stock Exchange on the Last Trading Day;
a discount of approximately 13.42% to the average of the closing prices of Shares for the five consecutive trading days ended on the Last Trading Day of approximately HK$0.231 per Share;
a discount of approximately 12.66% to the average of the closing prices of Shares for the ten consecutive trading days ended on the Last Trading Day of approximately HK$0.229 per Share;
a discount of approximately 4.76% to the theoretical ex-rights price of approximately HK$0.210 per Share based on the closing price per Share as quoted on the Stock Exchange on the Last Trading Day;
a premium of approximately 5.82% over the closing price of HK$0.189 per Share as quoted on the Stock Exchange on the Latest Practicable Date; and
a dilution effect of approximately 6.99% to the existing Shareholders if they elect not to/cannot participate in the Rights Issue. The theoretical dilution effect is calculated according to Rule 7.27B of the Listing Rules and refers to the discount of the theoretical diluted price (as defined in note 1(a) and (c) under Rule 7.27B of the Listing Rules) of HK$0.5618 to the benchmarked price (as defined under Rule 7.27B of the Listing Rules) of HK$0.6040.

- 13 -

LETTER FROM THE BOARD

The Subscription Price was determined with reference to, among other things, the then recent market prices of the Shares, the then market conditions, and the amount of funds the Company intends to raise under the Rights Issue.

At the Board Meeting, six Directors (Mr. Jaime Che, Dr. Chen Yanping, Mr. Lo Wing Yat, Mr. Chan Yuk Tong, Mr. Fei Tai Hung and Mr. Tse Kam Fow) voted for and two Directors (Mr. Cao Zhong and Mr. Huang Tan) voted against the Rights Issue. The Directors (including the independent non-executive Directors but excluding the two Directors, Mr. Cao Zhong and Mr. Huang Tan, who voted against the Rights Issue at the Board Meeting) consider that the terms of the Rights Issue, including the Subscription Price, are fair and reasonable and in the interests of the Company and the Shareholders as a whole.

Basis of provisional allotments

The basis of the provisional allotment shall be one (1) Rights Share for every two (2) Shares held by a Qualifying Shareholder as at the close of business on the Record Date.

Application for all or any part of a Qualifying Shareholder's provisional allotment should be made by completing a PAL and lodging the same with a remittance for the Rights Shares being applied for with the Registrar on or before 4:00 p.m. on the Final Acceptance Date.

If a Qualifying Shareholder wishes to accept only a part of, or to renounce or transfer a part of their rights to subscribe for the Rights Shares provisionally allotted to him/her/it under the PAL, such Qualifying Shareholders will need to split his/her/its PAL into the denominations required. Details of how to split PALs are set out in the section headed "Procedures for acceptance and payment or transfer" in this "Letter from the Board" on pages 15 to 16 of this prospectus.

Qualifying Shareholder(s)

To qualify for the Rights Issue, a Shareholder must be registered as a member of the Company and not be an Excluded Shareholder on the Record Date.

Qualifying Shareholders who take up their pro-rata entitlements in full will not suffer any dilution to their interests in the Company (except in relation to any dilution resulting from the taking up by third parties of any Rights Shares arising from the aggregation of fractional entitlements). If a Qualifying Shareholder does not take up any of his/her/its entitlement in full under the Rights Issue, his/her/its proportionate shareholding in the Company will be diluted.

- 14 -

LETTER FROM THE BOARD

Procedures for acceptance and payment or transfer

A PAL is enclosed with this prospectus which entitles the Qualifying Shareholder(s) to whom it is addressed to subscribe for the number of the Rights Shares shown therein. If the Qualifying Shareholders wish to accept all the Rights Shares provisionally allotted to them as specified in the PAL, they must lodge the PAL in accordance with the instructions printed thereon, together with a remittance for the full amount payable on acceptance, with the Registrar at Suites 3301-04, 33/F., Two Chinachem Exchange Square, 338 King's Road, North Point, Hong Kong by not later than 4:00 p.m. on Monday, 24 February 2020 (or, under bad weather conditions, such later time and/or date as mentioned in the section headed "Effect of Bad Weather on the Latest Time for Acceptance of and Payment for the Rights Shares" in "Expected Timetable" on page 6 to 8 in this prospectus). All remittances must be made in Hong Kong dollars by cheques which must be drawn on an account with, or by cashier's orders which must be issued by, a licensed bank in Hong Kong and made payable to "FDG ELECTRIC VEHICLES LIMITED - PAL ACCOUNT" and crossed "ACCOUNT PAYEE ONLY". It should be noted that unless the PAL, together with the appropriate remittance, have been lodged with the Registrar by not later than 4:00 p.m. on Monday, 24 February 2020, whether by the original allottee or any person in whose favour the rights have been validly transferred, that provisional allotment and all rights thereunder will be deemed to have been declined and will be cancelled. The Company may, at its sole absolute discretion, treat a PAL as valid and binding on the person(s) by whom or on whose behalf it is lodged even if the PAL is not completed in accordance with the relevant instructions. The Company may require the relevant person(s) to complete the incomplete PAL at a later stage.

If the Qualifying Shareholders wish to accept only part of their provisional allotment or transfer part of their rights to subscribe for the Rights Shares provisionally allotted to them under the PAL or to transfer part or all of their rights to more than one person, the entire PAL must be surrendered and lodged for cancellation by not later than 4:00 p.m. on Friday, 14 February 2020 to the Registrar, who will cancel the original PAL and issue new PALs in the denominations required which will be available for collection from the Registrar at Suites 3301-04, 33/F., Two Chinachem Exchange Square, 338 King's Road, North Point, Hong Kong, after 9:00 a.m. on the second Business Day following the surrender of the original PAL. This process is commonly referred to as "splitting" of nil-paid rights. It should be noted that Hong Kong stamp duty is payable in connection with a transfer of rights to subscribe for the Rights Shares.

If a Qualifying Shareholder wishes to transfer all of his/her/its nil-paid Rights Shares under the PAL(s) (or a split PAL(s), as the case may be) to another person, he/she/it should complete and sign Form B in the PAL(s) and hand the PAL(s) to the person to or through whom he/she/it is transferring his/her/its nil-paid rights. The transferee must then complete and sign Form C in the PAL(s) and lodge the PAL(s) intact together with a remittance for the full amount payable on acceptance with the Registrar to effect the transfer by no later than 4:00 p.m. on Monday, 24 February 2020. It should be noted that Hong Kong stamp duty is payable in connection with the transfer of your rights to subscribe for the relevant Rights Shares and the transferee(s) of such rights.

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LETTER FROM THE BOARD

The Registrar will determine the eligibility for the cash compensation as derived from the lapsed PALs after the completion of the re-registration for all re-registration requests received by the Registrar on or before the latest time for acceptance of and payment for Rights Shares and by all means before the announcement of the number of Unsubscribed Rights Shares subject to the compensatory arrangement is posted on the Stock Exchange's website and the Company's website. The Registrar will notify the transferee(s) of any unsuccessful re-registration as soon as practicable.

The Company reserves the right to refuse to register any transfer in favour of any person in respect of which the Company believes such transfer may violate applicable legal or regulatory requirements.

The PAL contains the full information regarding the procedures to be followed for Qualifying Shareholders who wish to: (i) accept their provisional allotment in full; (ii) accept only part of their provisional allotment; or (iii) renounce/transfer all or part of their provisional allotment to other party/parties. Qualifying Shareholders are advised to study the procedures set out in the PAL carefully. If any of the conditions of the Rights Issue as set out in the section headed "Conditions of the Rights Issue" in this "Letter from the Board" on page 22 of this prospectus is not fulfilled at or before 6:00 p.m. on Monday, 2 March 2020, the Rights Issue will not proceed. Under such circumstances, the monies received in respect of application for the Rights Shares will be returned to the relevant applicants or, in the case of joint applicants, to the first-named person without interest, by means of cheques despatched by ordinary post at the risk of such Qualifying Shareholders to their registered addresses by the Registrar on or before Wednesday, 4 March 2020. No receipt will be given for such remittance.

Cheques and banker's cashier orders

All cheques and banker's cashier orders will be presented for payment upon receipt and all interests earned on such monies (if any) will be retained for the benefit of the Company. Completion and lodgement of a PAL together with a cheque or banker's cashier order in payment of the Rights Shares applied for will constitute a warranty that the cheque or banker's cashier order will be honoured upon first presentation. If any cheque or banker's cashier order is not honoured upon first presentation, the PAL (as the case may be) is liable to be rejected and/or deemed invalid by the Company in its absolute discretion, and in the case of an acceptance of a Qualifying Shareholder's assured entitlement all such assured entitlement and all rights thereunder will be deemed to have been declined and will be cancelled.

Beneficial owners' instructions to their Intermediary

For beneficial owners whose Shares are deposited in CCASS and registered in the name of HKSCC Nominees Limited, if they wish to subscribe for the Rights Shares provisionally allotted to them, or sell their nil-paid Rights Shares or "split" their nil-paid rights by accepting part of their provisional allotment and selling/transferring the remaining part, they should contact their Intermediary and provide their Intermediary with instructions or make arrangements with their Intermediary in relation to the acceptance, transfer and/or "splitting" of the rights to subscribe for the Rights Shares which have been provisionally allotted to them in respect of the Shares in which they are

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LETTER FROM THE BOARD

beneficially interested. Such instructions and the relevant arrangements should be given or made in advance of the relevant dates stated in the "Expected Timetable" on pages 6 to 8 of this prospectus and otherwise in accordance with the requirements of their Intermediary in order to allow their Intermediary sufficient time to ensure that their instructions are given effect. The procedures for acceptance, transfer and/or "splitting" in these cases shall be in accordance with the General Rules of CCASS, the CCASS Operational Procedures and any other applicable requirements of CCASS.

Excluded Shareholder(s)

The Prospectus Documents will not be registered or filed under the applicable securities legislation of any jurisdiction other than Hong Kong. Overseas Shareholders may not be eligible to take part in the Rights Issue as explained below.

Based on the register of members of the Company on the Record Date, there are Overseas Shareholders situated in the British Virgin Islands, Malaysia, the PRC, Republic of Seychelles, the United States and United Kingdom. The Directors have, in compliance with Rule 13.36(2)(a) of the Listing Rules, sought legal advice regarding any legal restrictions under the laws of the relevant jurisdiction and the requirements of the relevant regulatory body or stock exchange.

Based on the legal advice provided by the legal advisers on the laws of the British Virgin Islands, Malaysia, the PRC, Republic of Seychelles and United Kingdom, the Directors are of the view that the Rights Shares can be offered to the Overseas Shareholders in these jurisdictions as there are no legal restrictions or there are exemptions on the offering of the Rights Shares to these Overseas Shareholders.

Based on the legal advice provided by the legal advisers on the laws of the United States, the Directors are of the opinion that it would be expedient to exclude Overseas Shareholder(s) in the United States from the Rights Issue due to legal restrictions under the relevant laws of the United States. Accordingly, no Rights Shares (whether in nil-paid or fully-paid form) will be offered to such Overseas Shareholder(s).

The Company will send the prospectus and the overseas letter to the Excluded Shareholders for their information only.

It is the responsibility of the Shareholders (including the Overseas Shareholders) to observe the local legal and regulatory requirements applicable to them for taking up and onward sale (if applicable) of the Rights Shares.

Any acceptance of the offer of the Rights Shares by any person by way of completion or return to the Registrar of a PAL will be deemed to constitute a representation and warranty from such person to the Company that the applicable local laws and requirements have been fully complied with. Such persons should consult their professional advisers if in doubt.

For the avoidance of doubt, neither HKSCC nor HKSCC Nominees Limited is subject to the representations and warranties provisions above.

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LETTER FROM THE BOARD

The Company reserves the right to refuse to accept any application for Rights Shares where it believes that doing so may violate applicable legal or regulatory requirements.

Notwithstanding any other provision in this prospectus or the PAL, the Company reserves the right to permit any Shareholder to take up his/her/its rights if the Company, in its absolute discretion, is satisfied that the transaction in question is exempt from or not subject to the legislation or regulations giving rise to the restrictions in question.

Arrangements will be made for the Rights Shares, which would otherwise have been provisionally allotted to the Excluded Shareholders in their nil-paid form, to be sold in the market as soon as practicable after dealings in the nil-paid Rights Shares commence, and in any event before the last day for dealings in nil-paid Rights Shares if a premium (net of expenses) can be obtained. Proceeds of each sale, less expenses and stamp duty, of not less than HK$100 will be paid pro-rata (rounded down to the nearest cent) to the relevant Excluded Shareholder(s) in Hong Kong dollars. The Company will retain individual amount of less than HK$100 for its own benefit.

Any unsold entitlements of the Excluded Shareholders will be placed by the Placing Agent under the Placing Agreement together with Rights Shares that are not being taken up by the Qualifying Shareholders.

Net Gain (if any) will be paid pro-rata (but rounded down to the nearest cent) to the relevant No Action Shareholders according to their shareholdings held on the Record Date in Hong Kong dollars on the basis of all Unsubscribed Rights Shares. The Company will retain individual amounts of less than HK$100 for its own benefit.

For the nil-paid Rights Shares that were sold in the market by the Company and the buyer of such nil-paid Rights Shares who will not take up the entitlement, such Unsubscribed Rights Shares will be subject to the Unsubscribed Arrangements under the Placing Agreement.

The Company reserves the right to treat as invalid any acceptance of or applications for Rights Shares where it believes that such acceptance or application would violate the applicable securities or other laws or regulations of any territory or jurisdiction. Accordingly, Excluded Shareholders should exercise caution when dealing in the Shares.

Status of the Rights Shares

The Rights Shares, when allotted, issued and fully paid, will rank pari passu in all respects with the Shares in issue at that time. Holders of fully-paid Rights Shares will be entitled to receive all future dividends and distributions which may be declared, made or paid by the Company after the date of allotment and issue of the Rights Shares.

Fractional entitlements to the Rights Shares

The Company will not provisionally allot and will not accept application for any fractions of the Rights Shares. All fractions of the Rights Shares will be aggregated and sold by the Company in the open market if a premium (net of expenses) can be obtained. Any unsold fractions of the Rights Shares will not be issued by the Company and the size of the Rights Issue will be reduced accordingly.

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LETTER FROM THE BOARD

Procedures in respect of the Unsubscribed Rights Shares and the Unsubscribed

Arrangements

Pursuant to Rule 7.21(1) of the Listing Rules, in every rights issue, the issuer must make arrangements to either dispose of securities not subscribed by allottees under provisional allotment letters by means of excess application or by offering the securities to independent placees for the benefit of the No Action Shareholders to whom they were offered by way of the Rights Issue. As there will be no excess application arrangements in relation to the Rights Issue as stipulated by Rule 7.21(1)(a) of the Listing Rules, the Company is required to make arrangements described in Rule 7.21(1)(b) of the Listing Rules. Pursuant to the Placing Agreement, the Company has appointed the Placing Agent as placing agent to place the Unsubscribed Rights Shares during the placing period to independent placees on a best effort basis, and any premium over the Subscription Price for those Rights Shares that is realised will be paid to those No Action Shareholders on a pro-rata basis. The Placing Agent will, on a best effort basis, procure, by not later than 6:00 p.m. on Monday, 2 March 2020, placees to subscribe for all (or as many as possible) of those Unsubscribed Rights Shares. Any Unsubscribed Rights Shares not placed under the Unsubscribed Arrangements will not be issued by the Company and the size of the Rights Issue will be reduced accordingly.

Net Gain (if any) will be paid (without interest) to the No Action Shareholders as set out below on pro-rata basis (but rounded down to the nearest cent):

the relevant Qualifying Shareholders (or such persons who hold any nil-paid rights at the time such nil-paid rights are lapsed) whose nil-paid rights are not validly applied for in full, by reference to the extent that Shares in his/her/its nil-paid rights are not validly applied for; and
the relevant Excluded Shareholders with reference to their shareholdings in the Company on the Record Date.

If and to the extent in respect of any Net Gain, only when any No Action Shareholders become entitled on the basis described above to an amount of HK$100 or more, such amount will be paid to the relevant No Action Shareholder(s) in Hong Kong Dollars and the Company will retain individual amounts of less than HK$100 for its own benefit.

Distribution of the Prospectus Documents

The Company will only send this prospectus accompanied by the other Prospectus Documents to the Qualifying Shareholders on the Posting Date. However, to the extent reasonably practicable and legally permitted, the Company will send this prospectus, for information purposes only, to the Excluded Shareholders. The Company will not send any PALs to the Excluded Shareholders.

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LETTER FROM THE BOARD

Distribution of this prospectus and the other Prospectus Documents into jurisdictions other than Hong Kong may be restricted by law. Persons who come into possession of the Prospectus Documents (including, without limitation, Shareholders and beneficial owners of the Shares, agents, custodians, nominees and trustees) should inform themselves of and observe any such restriction. Any failure to comply with such restriction may constitute a violation of the securities laws of any such jurisdiction. Any Shareholder or beneficial owner of the Shares who is in any doubt as to his/her/its position should consult an appropriate professional adviser without delay.

Receipt of this prospectus and/or a PAL or the crediting of nil-paid Rights Shares to a stock account in CCASS does not and will not constitute an offer in any jurisdiction in which it would be illegal to make an offer and, in those circumstances, this prospectus and/or a PAL must be treated as sent for information only and should not be copied or redistributed. Persons (including, without limitation, agents, custodians, nominees and trustees) who receive a copy of this prospectus and/or a PAL or whose stock account in CCASS is credited with nil-paid Rights Shares should not, in connection with the Rights Issue, distribute or send the same in, into or from, or transfer the nil-paid Rights Shares to any person in, into or from, any such jurisdiction. If a PAL or a credit of nil-paid Rights Shares in CCASS is received by any person in any such territory, or by his/her/its agent or nominee, he/she/it should not seek to take up the rights referred to in the PAL or transfer the PAL or transfer the nil-paid Rights Shares in CCASS unless the Company determines that such action would not violate any applicable legal or regulatory requirements.

Any person (including, without limitation, agents, custodians, nominees and trustees) who does forward this prospectus or a PAL in, into or from any such jurisdiction (whether under a contractual or legal obligation or otherwise) should draw the recipient's attention to the contents of this section.

No part of the Prospectus Documents should be published, reproduced, distributed or otherwise made available in whole or in part to any other person without the written consent of the Company.

Beneficial owners of the Shares who reside outside Hong Kong should note that the Rights Issue does not constitute or form part of any offer or invitation to sell or issue, or any solicitation of any offer to acquire, nil-paid rights or fully-paid Rights Shares or to take up any entitlements to nil-paid rights or fully-paid Rights Shares in any jurisdiction in which such an offer or solicitation is unlawful.

Odd lot matching

In order to facilitate the trading of odd lots of the Shares arising from the Rights Issue, the Company has appointed Phillip Securities (Hong Kong) Limited as matching agent to provide matching service, on a best effort basis, to those Shareholders who wish to top-up their odd lots to a full board lot or sell their shareholdings of odd lots of the Shares during the period from 9:00 a.m. on Thursday, 5 March 2020 to 4:00 p.m. on Friday, 27 March 2020 (both days inclusive).

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LETTER FROM THE BOARD

Holders of the Shares in odd lots who wish to take advantage of this facility either to dispose of their odd lots of the Shares or to top up their odd lots to a full board lot may directly or through their brokers contact Mr. Aric Au or Mr. Yam Shun Hung of Phillip Securities (Hong Kong) Limited at 11/F, United Centre, 95 Queensway, Hong Kong (telephone: (852) 2277 6769) within such period.

Shareholders should note that matching of the sale and purchase of odd lots of the Shares is on a best effort basis and successful matching of the sale and purchase of such odd lots is not guaranteed. Shareholders are recommended to consult their professional advisers if they are in doubt about the above odd lot arrangement.

Stamp duty and other applicable fees

Dealings in the Rights Shares in both their nil-paid and fully-paid forms will be subject to the payment of stamp duty, Stock Exchange trading fee, SFC transaction levy or any other applicable fees and charges in Hong Kong.

Share certificates and refund cheques for the Rights Shares

Subject to the fulfillment of the conditions of the Rights Issue as set out in the section headed "Conditions of the Rights Issue" below, share certificates for all fully-paid Rights Shares are expected to be posted to the Qualifying Shareholders who have accepted and applied for (where appropriate), and paid for the Rights Shares on or before Wednesday, 4 March 2020 by ordinary post to their registered address at their own risk. Each Shareholder (except HKSCC Nominee Limited) will receive one share certificate for all the fully-paid Rights Shares issued to him/her/it.

If the Rights Issue does not become unconditional or does not proceed, the monies received in respect of the relevant provisional allotments will be refunded to the Qualifying Shareholders or such other person to whom the nil-paid rights have been validly renounced or transferred or, in the case of joint acceptances, to the first-named person, without interest and by means of cheques despatched by ordinary post at the risk of such Qualifying Shareholders or such other person to their registered addresses by the Registrar on or before Wednesday, 4 March 2020. No receipt will be given for such remittance.

Application for listing

The Company has applied to the Listing Committee of the Stock Exchange for the listing of, and permission to deal in, the Rights Shares in both nil-paid and fully-paid forms. No part of the share capital of the Company is listed or dealt in or on which listing or permission to deal in is being or is proposed to be sought on any other stock exchange.

The board lot size of the nil-paid Rights Shares shall be the same as that of the fully-paid Rights Shares, i.e. 5,000 Shares in one board lot.

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LETTER FROM THE BOARD

Rights Shares will be eligible for admission into CCASS

Subject to the granting of the listing of, and permission to deal in, the Rights Shares in both their nil-paid and fully-paid forms on the Stock Exchange as well as compliance with the stock admission requirements of HKSCC, the Rights Shares in both their nil-paid and fully-paid forms will be accepted as eligible securities by HKSCC for deposit, clearance and settlement in CCASS with effect from the respective commencement dates of dealings in the Rights Shares in both their nil-paid and fully-paid forms on the Stock Exchange or such other dates as determined by HKSCC.

Settlement of transactions between participants of the Stock Exchange on any trading day is required to take place in CCASS on the second trading day thereafter. All activities under CCASS are subject to the General Rules of CCASS and CCASS Operational Procedures in effect from time to time. Shareholders should seek advice from their licensed securities dealer(s) or other professional adviser(s) for details of those settlement arrangements and how such arrangements will affect their rights and interests.

Conditions of the Rights Issue

The Rights Issue is conditional upon the fulfilment of each of the following conditions:

the delivery to the Stock Exchange and filing and registration with the Registrar of Companies in Hong Kong respectively of one copy of each of the Prospectus Documents, each duly certified by the Directors (or by their agents duly authorised in writing) on or before the Posting Date in compliance with the Companies (Winding Up and Miscellaneous Provisions) Ordinance (and all other documents required to be attached thereto) and otherwise complying with the requirements of the Companies (Winding Up and Miscellaneous Provisions) Ordinance and the Listing Rules;
the posting of copies of the Prospectus Documents to the Qualifying Shareholders and the posting of the prospectus stamped "For Information Only" to the Excluded Shareholders, for information purpose only; and
the Listing Committee of the Stock Exchange agreeing to grant and not having withdrawn or revoked the listing of, and permission to deal in, the Rights Shares in their nil-paid and fully-paid forms.

None of the above conditions can be waived. In the event that the above conditions have not been satisfied at or before 6:00 p.m. on Monday, 2 March 2020, the Rights Issue will not proceed.

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LETTER FROM THE BOARD

The Rights Issue will proceed on a non-underwritten basis. Pursuant to the Company's constitutional documents and the Companies Act, there are no requirements for minimum levels of subscription in respect of the Rights Issue. Subject to fulfillment of the conditions of the Rights Issue, the Rights Issue will proceed regardless of the ultimate subscription level.

In the event the Rights Issue is undersubscribed, any Unsubscribed Rights Shares will be placed to independent placees under the Unsubscribed Arrangements. Any Unsubscribed Rights Shares not placed under the Unsubscribed Arrangements will not be issued by the Company and the size of the Rights Issue will be reduced accordingly. Investors are advised to exercise caution when dealing in the Shares or the nil-paid rights.

UNSUBSCRIBED ARRANGEMENTS

The Placing Agreement

On 21 January 2020, the Company and the Placing Agent entered into the Placing Agreement which was supplemented on 6 February 2020. Further details of the Placing Agreement are set out below:

Date:	21 January 2020
Placing Agent:	Crosby Securities Limited, a corporation licensed to
	carry out type 1 (dealing in securities) regulated
	activity under the SFO and its ordinary course of
	business includes securities brokerage and
	underwriting and placement of securities. As at the
	Latest Practicable Date, it is an Independent Third
	Party.
Placing price of the	The placing price of the Unsubscribed Rights Shares
Unsubscribed Rights	shall be at least equal to the Subscription Price and
Shares:	the final price determination will be depended on the
	demand for and the market conditions of the
	Unsubscribed Rights Shares during the process of
	placement.
Commission:	A total of (i) a fixed amount of HK$850,000 and (ii)
	3% of the amount which is equal to the placing price
	multiplied by the Unsubscribed Rights Shares that
	have been successfully placed by the Placing Agent
	pursuant to the terms of the Placing Agreement.

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LETTER FROM THE BOARD
	The commission is not payable by the Company to the
	Placing Agent if the Placing Agreement has not
	become unconditional or is otherwise terminated in
	accordance with its terms.
Placees:	The Unsubscribed Rights Shares are expected to be
	placed to placees, who and whose ultimate beneficial
	owners shall be Independent Third Parties.
Ranking of Unsubscribed	Unsubscribed Rights Shares (when allotted, issued
Rights Shares:	and fully paid) shall rank pari passu in all respects
	among themselves and with the existing Shares in
	issue as at the date of completion of the Rights Issue.
Conditions of the Placing	The placing is conditional upon the fulfillment of the
Agreement:	following conditions: (i) the Listing Committee of the
	Stock Exchange granting the approval for the listing
	of, and the permission to deal in, the Rights Shares,
	including the placing Shares; (ii) the delivery to the
	Stock Exchange and filing and registration with the
	Registrar of Companies in Hong Kong respectively of
	one copy of each of the Prospectus Documents, each
	duly certified by the Directors (or by their agents duly
	authorised in writing) in compliance with the
	Companies (Winding Up and Miscellaneous
	Provisions) Ordinance (and all other documents
	required to be attached thereto) and otherwise
	complying with the requirements of the Companies
	(Winding Up and Miscellaneous Provisions)
	Ordinance and the Listing Rules; (iii) the posting of

copies of the Prospectus Documents to the Qualifying Shareholders and the posting of the prospectus stamped "For Information Only" to the Excluded Shareholders, for information purpose only; and (iv) all necessary consents and approvals to be obtained on the part of each of the Placing Agent and the Company in respect of the Placing Agreement and the transactions contemplated thereunder having been obtained.

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LETTER FROM THE BOARD

In the event any of the conditions above is not fulfilled on or before the Latest Time for Placing Arrangement (or such later date as may be agreed between the parties thereto in writing), all rights, obligations and liabilities of the parties under the Placing Agreement shall cease and terminate and neither of the parties shall have any claim against the other, save for any antecedent breach under the Placing Agreement prior to such termination.

Termination:	The	Placing Agent shall have the right to terminate
	the Placing Agreement by notice in writing given to
	the Company at any time prior to the Latest Time for
	Placing Arrangement if any of the following occurs:
	(i)	there shall have come to the notice of the Placing
		Agent any material breach of, or any event
		rendering untrue or incorrect in any material
		respect; or any matter has arisen or has been
		discovered which would, had it arisen or been
		discovered	immediately	before	the

announcement of the Company dated 21 January 2020, constitute a material omission therefrom; or any of the representations and warranties of the Company contained therein becomes untrue or incorrect in any material respect.

(ii) there develops, occurs or comes into effect:

(1) any event, development or change (whether or not local, national or international or for ming part of a series of events, developments or changes occurring or continuing before, on and/or after the date of the Placing Agreement), including an event or change in relation to or a development of an existing state of affairs of a political, military, industrial, financial, economic, fiscal, regulatory or other nature resulting in a material adverse change in, or which might be expected to result in a material adverse change in, political, economic, fiscal, financial, regulatory or stock market conditions in Hong Kong, the PRC and the United States and which in the reasonable opinion of the Placing Agent would materially adverse to the business or financial position or prospects of the Company or any other member of the Group taken as a whole or would materially prejudice the success of the placing;

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LETTER FROM THE BOARD

any new law, rule or regulation or any change in existing laws (including common law), rules or regulations (or the juridical interpretation thereof) or other occurrence of any nature whatsoever which, in the reasonable opinion of the Placing Agent is or may be materially adverse to the business or financial position or prospects of the Company or any other member of the Group taken as a whole or otherwise makes it inexpedient or inadvisable to proceed with the placing;
any material adverse change in the business or in the financial or trading position or prospects of the Group as a whole;
save as already disclosed by the Company as at the date of the Placing Agreement, the instigation of any litigation or claim of material importance by any third party against any member of the Group, which has or may have a material adverse effect on the business or financial prospects of the Group and which in the reasonable opinion of the Placing Agent would materially prejudice the success of the placing;
any binding order, restriction or prohibition having been obtained, applied for or threatened to be obtained by any person (other than a party to the Placing Agreement) from any competent authorities to restrict or prohibit any party from completing the Rights Issue and/or the placing.

The Directors have contemplated to raise fund through rights issue and have set up a committee for it since December 2019. They considered the option of the rights issue to be underwritten by a substantial shareholder. They decided to opt it out since (i) it would involve longer period of time as shareholders' meeting is required to be convened to approve the underwriting arrangement and (ii) they were advised by legal advisors that it is not a desirable option due to the potential conflicts of interests between the Company and the substantial shareholder. The management of the Company have approached four potential placing agents and have chosen the Placing Agent as it can provide the service to the Company in a prompt manner with market price. The Company has approached four

financial institutions to explore and discuss the terms and possibility of placing and/or underwriting in respect of the Rights Issue. Two (2) financial institutions did not give fee quotations. One (1) financial institution quoted placing commission rate of higher of HK$500,000 or 1% gross proceed on the condition that they will charge the

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LETTER FROM THE BOARD

Company a fixed fee of HK$2 million as financial advisor for the Rights Issue. Although the quote by this financial institution for the placing was lower than the quote by the Placing Agent, when taking into account the fixed fee for financial advisor and as the placing is on a best efforts basis, the commission payable by the Company will depend on the number of Unsubscribed Rights Shares successfully placed by the Placing Agent. Given the current market conditions, there is uncertainty over the number of Unsubscribed Rights Shares that may be successfully placed by the Placing Agent. The minimum amount payable to the financial institution with the lower commission would be HK$2.5 million whereas the minimum amount payable to the Placing Agent is significantly lower. As such, the Board decided to appoint the Placing Agent with a fee structure that would provide more incentive for the Placing Agent to place a greater number of Unsubscribed Rights Shares. The engagement between the Company and the Placing Agent for the Unsubscribed Rights Shares (including the commission payable) was determined after arm's length negotiation between the Company and the Placing Agent and is on normal commercial terms with reference to the market comparables, the existing financial position of the Group, the size of the Rights Issue, and the current and expected market condition. The Placing Agent confirmed that it is independent of and not connected with the Company and its connected person and not a connected person of the Company. The Directors (except Mr. Cao Zhong and Mr. Huang Tan) consider that the terms of the Placing Agreement for the Unsubscribed Rights Shares (including the commission payable) are on normal commercial terms; are fair and reasonable and are in the best interests of the Company and its Shareholders as a whole.

As explained above, the Unsubscribed Rights Shares will be placed by the Placing Agent to Independent Third Parties on a best effort basis for the benefits of the No Action Shareholders. If all or any of the Unsubscribed Rights Shares are successfully placed, any premium over the Subscription Price will be distributed to the relevant No Action Shareholders. Any Unsubscribed Rights Shares remaining after the Unsubscribed Arrangements will not be issued by the Company.

The Board (except the two Directors, Mr. Cao Zhong and Mr. Huang Tan, who voted against the Rights Issue at the Board Meeting) is of the view that the above Unsubscribed Arrangements and the terms of the Placing Agreement are fair and reasonable and are in the best interests of the Shareholders as a whole:

the Unsubscribed Arrangements are in compliance with the requirements under Rule 7.21(1)(b) of the Listing Rules under which the No Action Shareholders may be compensated even if they do nothing (i.e. neither subscribe for Rights Shares nor sell their nil-paid rights) because under the Unsubscribed Arrangements, the Unsubscribed Rights Shares will be first offered to Independent Third Parties and any premium over the Subscription Price will be paid to the No Action Shareholders. The commission payable to the Placing Agent and the related fees and expenses in relation to such placing will be borne by the Company;
the Unsubscribed Arrangements (including the determination of the placing price) will be managed by an independent licensed placing agent which is subject to the stringent code of conduct over, among others, pricing and allocation of the placing Shares. The Placing Agent is not connected with the Company or any of its connected persons; and

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LETTER FROM THE BOARD

the Unsubscribed Arrangements will not only provide an additional channel of participation in the Rights Issue for the No Action Shareholders, it also provides a distribution channel of the Unsubscribed Rights Shares to the Company.

SHAREHOLDING STRUCTURE

Set out below is the shareholding structure of the Company (i) as at the Latest Practicable Date; (ii) immediately after completion of the Rights Issue (assuming all the Rights Shares are fully subscribed); and (iii) immediately after completion of the Rights Issue (assuming nil acceptance by the Qualifying Shareholders and all the Unsubscribed Rights Shares are placed by the Placing Agent), assuming there is no other change in the shareholding structure of the Company since the Latest Practicable Date:

Shareholders

Jingang Group Investment Limited

Sino Power Resources Inc. Directors:

Mr. Cao Zhong (Note 1) Mr. Jaime Che

Dr. Chen Yanping (Note 2)

Mr. Lo Wing Yat Placees

Core connected person (other than Directors) (Note 3)

Public Shareholders

(Note 4)

							Immediately after
							completion of the Rights
							Issue (assuming nil
							acceptance by the
				Immediately after	Qualifying Shareholders
				completion of the Rights	and all the Unsubscribed
				Issue (assuming all the	Rights Shares were
As at the Latest	Rights Shares are	placed by the Placing
Practicable Date	fully subscribed)	Agent)
Number of			Number of			Number of
Shares	%	Shares	%	Shares	%
238,215,000		12.219		357,322,500		12.219	238,215,000	8.146
204,316,184		10.481		306,474,276		10.481	204,316,184	6.987
64,449,499		3.306		96,674,248		3.306	64,449,499	2.204
50,000		0.003		75,000		0.003	50,000	0.002
32,906,250		1.688		49,359,375		1.688	32,906,250	1.125
1,058,950		0.054		1,588,425		0.054	1,058,950	0.036
-	-	-	-	974,734,936		33.333
31,966,302		1.640		47,949,453		1.640	31,966,302	1.094
1,376,507,687		70.609		2,064,761,530		70.609	1,376,507,687	47.073

Total	1,949,469,872	100%	2,924,204,808	100%	2,924,204,808	100%

- 28 -

LETTER FROM THE BOARD

Notes:

Mr. Cao Zhong, an executive Director and the chairman of the Company, is deemed to be interested in 64,449,499 Shares held by Long Hing International Limited which is his wholly-owned investment holding company.
Dr. Chen Yanping, an executive Director, is deemed to be interested in 32,906,250 Shares held by Captain Century Limited which is owned as to 60% by Dr. Chen and 40% by his spouse, Ms. Zhang Lu.
Core connected persons (as defined in the Listing Rules) of the Company other than Directors hold an aggregate of 31,966,302 Shares (representing approximately 1.640% of the issued share capital of the Company as at the Latest Practicable Date).
Public Shareholders hold an aggregate of 1,376,507,687 Shares (representing approximately 70.609% of the issued share capital of the Company as at the Latest Practicable Date). There is no other substantial Shareholder who holds 10% or more of the shareholding interest in the Company.

REASONS FOR THE RIGHTS ISSUE AND THE USE OF PROCEEDS

The Group is principally engaged in (i) vehicle design and research and development, manufacture and sales of electric vehicles; (ii) leasing of electric vehicles; (iii) research and development, manufacture and sales of cathode materials for batteries and provision of processing services; and (iv) direct investments.

To enable the Group to strengthen its financial position, the Board is of the view that the Rights Issue is necessary to provide sufficient funds for the repayment of the Group's debts and for general working capital of the Group.

The expected gross proceeds, net proceeds and net price per Rights Share from the Rights Issue are set out below:

	Assuming full subscription
	under the Rights Issue
	HK$ (approximately)
Gross proceeds	195 million
Net proceeds	193 million
Net price per Rights Share	0.198

The Company intends to apply the net proceeds assuming full subscription from the Rights Issue as follows:

as to about 50% of the net proceeds for the interest payment of approximately HK$67 million and/or principal repayment of approximately HK$30 million of the Group's debts; and
as to about 50% of the net proceeds for general working capital of the Group including but not limited to the overhead for the Group (34%), professional fees (5%) and other general operational expenses (11%).

- 29 -

LETTER FROM THE BOARD

In view of the fact that as at 30 September 2019, the Group has net liability of approximately HK$1,425,000,000, the Board believes that the Rights Issue will enable the Group to strengthen its capital base and to improve its financial position, and allow the Qualifying Shareholders to maintain their proportional shareholdings in the Company.

The Company had considered other fund-raising alternatives available to the Group, including debt financing such as bank borrowings, and other equity financing such as placing or subscription of new Shares.

The Company is of the view that debt financing will result in additional interest burden and will further increase the gearing of the Group which is not beneficial to the Group given that the Group incurred a net loss for the six months ended 30 September 2019 and was at a net current liabilities position as at 30 September 2019. The Board considers that to finance the funding needs of the Group in the form of equity is a better alternative. Amongst the equity financing methods, placing or subscription of new Shares would dilute the shareholding of the existing Shareholders without giving the chance to the existing Shareholders to participate. In the contrary, the Rights Issue will enable the Group to strengthen its capital base and to enhance its financial position without increasing its debt or finance costs. Since the Rights Issue will allow the Qualifying Shareholders to maintain their proportional shareholdings in the Company, the Board considers that raising capital through the Rights Issue is in the interest of the Company and the Shareholders as a whole.

Based on the above, the Board considers (except the two Directors, Mr. Cao Zhong and Mr. Huang Tan, who voted against the Rights Issue at the Board Meeting) that raising capital through the Rights Issue is in the interests of the Company and the Shareholders as a whole.

POSSIBLE ADJUSTMENT TO THE SHARE OPTIONS UNDER THE SHARE

OPTION SCHEMES AND THE CONVERTIBLE BONDS

The Rights Issue may lead to adjustments to the exercise price and/or the number of Shares to be issued upon exercise of the share options under the Share Option Schemes and to the conversion price and/or the number of Shares to be issued upon conversion of the Convertible Bonds under the terms of the Convertible Bonds.

The Company will notify the holders of such share options and Convertible Bonds and the Shareholders by way of announcement (as and when appropriate) regarding adjustments to be made (if any) pursuant to the terms of the Share Option Schemes and the Convertible Bonds and such adjustment will be certified by an independent financial adviser or auditors of the Company (as the case may be).

- 30 -

LETTER FROM THE BOARD

Save for the foregoing, there are no other options, warrants or other convertible securities granted by the Company that are subsisting as at the Latest Practicable Date. Adjustments to the conversion prices and numbers of conversion shares of the Convertible Bonds and the exercise prices and numbers of the option shares of the share options will be required as a result of the Rights Issue. The auditor of the Company will be appointed to certify the necessary adjustments to the conversion prices and numbers of conversion shares of the Convertible Bonds, the exercise prices and numbers of the option shares of the share options. Further announcement(s) relating to such adjustments will be made by the Company in this regard as and when appropriate.

FUND RAISING ACTIVITIES IN THE PAST TWELVE MONTHS

Save as set out below, the Company has not completed any equity fund raising activities in the twelve (12) months immediately prior to the Latest Practicable Date.

Date of	Fund raising		Intended use of
announcement	activity	Net proceeds	proceeds	Actual use of proceeds
31 October 2019	Placing of new	Approximately	For repayment of	(i)	approximately
	Shares under	HK$59.4 million	debt and general		HK$24.6 million used
	general mandate		working capital		for the repayment of
			purposes		debts; and
				(ii)	approximately
					HK$25.9 million used
					for the general
					working capital of the
					Group
30 June 2019	Subscription of	Approximately	For setting off	For setting off against
	new Shares	HK$110.3	against interest	interest on certain debt
	under specific	million	on certain debt	owed by the Company
	mandate		owed by the	to the subscriber
			Company to the
			subscriber
29 March 2019	Placing and top-up	Approximately	For repayment of	(i)	approximately
	subscription of	HK$38.5 million	debts and		HK$33.1 million used
	new Shares		general working		for the repayment of
	under general		capital purposes		debts; and
	mandate
				(ii)	approximately HK$5.4
					million used for the
					general working
					capital of the Group

- 31 -

LETTER FROM THE BOARD

TAXATION

Qualifying Shareholders are recommended to consult their professional advisers if they are in doubt as to the taxation implications of subscribing for the Rights Shares, or about purchasing, holding or disposals of, or dealings in or exercising any rights in relation to the Shares or the Rights Shares, and similarly, the Excluded Shareholders as regards their receipt of the net proceeds of sale of the Rights Shares otherwise falling to be issued to them under the Rights Issue under the laws of jurisdictions in which they are liable to taxation. It is emphasised that none of the Company, the Directors nor any other parties involved in the Rights Issue accepts responsibility for any tax effects on, or liabilities of, any person resulting from subscribing for, purchasing, holding, disposal of, dealings in or exercising any rights in relation to the Shares or the Rights Shares.

WARNING OF THE RISKS OF DEALINGS IN THE SHARES AND NIL-PAID RIGHTS SHARES

The Rights Issue is subject to the fulfilment of conditions set out in the section headed "Conditions of the Rights Issue" in this prospectus. As the Rights Issue is subject to conditions, the Rights Issue may or may not proceed. The Rights Issue is on a non-underwritten basis. Pursuant to the Company's constitutional documents and the Companies Act, there are no requirements for minimum levels of subscription in respect of the Rights Issue. Subject to fulfillment of the conditions of the Rights Issue, the Rights Issue will proceed regardless of the ultimate subscription level. In the event the Rights Issue is undersubscribed, any Unsubscribed Rights Shares will be placed to independent placees under the Unsubscribed Arrangements. Any Unsubscribed Rights Shares not placed under the Unsubscribed Arrangements will not be issued by the Company and the size of the Rights Issue will be reduced accordingly. Investors are advised to exercise caution when dealing in the Shares or the nil-paid rights.

REQUISITION FOR SPECIAL GENERAL MEETING

Reference is made to the announcement of the Company dated 5 February 2020. On 16 January 2020, a registered shareholder of the Company, namely Jingang Group Investment Limited, deposited a written requisition (the "Requisition") at the Company's registered office in Bermuda requesting the Board to convene a special general meeting of the Company ("SGM") pursuant to Bye-law 58 of the bye-laws of the Company for the purpose of removing certain Directors and the appointment of certain persons as Directors. Notice of the special general meeting, together with a circular which contains further details on the Requisition and the SGM, has been despatched to Shareholders on 6 February 2020.

- 32 -

LETTER FROM THE BOARD

FURTHER INFORMATION

Your attention is drawn to the information set out in the appendices to this

prospectus.

Yours faithfully,

On behalf of the Board

FDG Electric Vehicles Limited

Jaime Che

Chief Executive Officer

- 33 -

APPENDIX I

FINANCIAL INFORMATION

1. THREE-YEAR FINANCIAL SUMMARY

Financial information of the Group for each of the three years ended 31 March 2017, 2018 and 2019 and the six months ended 30 September 2019 are disclosed in the following documents which have been published on the respective websites of the Stock Exchange (www.hkexnews.hk) and the Company (details of website addresses as set out below):

annual report of the Company for the year ended 31 March 2017 published on 21 July 2017 (pages 72-194)
(http://www.fdgev.com/storage/upload/20170721/1c03c879507a9e8b703cba230
d9d1f82.pdf);
annual report of the Company for the year ended 31 March 2018 published on 27 July 2018 (pages 61-188)
(http://www.fdgev.com/storage/uploads/20180727/pajYTMktQztcFoZNrhqT0
WeYjbHmGL26xsHlwDKb.pdf);
annual report of the Company for the year ended 31 March 2019 published on 30 July 2019 (pages 57-212)
(http://www.fdgev.com/storage/uploads/20190730/Cr7ZJJjQEcBlMsr7S9YDKa X8ZeRdS6mdBX3CQlOu.pdf); and
interim report of the Company for the six months ended 30 September 2019 published on 19 December 2019 (pages 2-61)
(http://www.fdgev.com/storage/uploads/20191219/nfPqccgD7jmqfKpAn9Hr17 iPEQi4t1FT1AGuwvey.pdf).

2. INDEBTEDNESS

At the close of business on 31 December 2019, being the latest practicable date for the purpose of this indebtedness statement prior to the printing of this Prospectus, the Group had the following outstanding indebtedness:

Debt securities and borrowings

The following table illustrates the total outstanding debt securities and borrowings of the Group as at 31 December 2019:

	The Group
	HK$'000
Convertible bonds	616,597
Bank loans	1,716,674
Other borrowings	1,143,504
Obligations under finance leases	74,220
	3,550,995

- 34 -

APPENDIX I					FINANCIAL INFORMATION
Analysed as:
											Total
					Total					guaranteed
					secured and			Non-	and non-
	Secured	Unsecured		unsecured	Guaranteed	guaranteed	guaranteed
	HK$'000 HK$'000 HK$'000	HK$'000	HK$'000	HK$'000
Convertible bonds	377,074		239,523	616,597		-	616,597		616,597
Bank loans	1,716,674		-	1,716,674		605,292		1,111,382		1,716,674
Other borrowings	888,987		254,517	1,143,504		-	1,143,504		1,143,504
Obligations under
finance leases	74,220		-	74,220		-	74,220		74,220

	3,056,955		494,040	3,550,995		605,292		2,945,703		3,550,995

The convertible bonds in the principal amount of HK$400 million with carrying amount as at 31 December 2019 of HK$377.1 million was secured by debentures in favour of the lender by way of the first fixed and floating charges over the tangible moveable property and investments of two wholly-owned subsidiaries of the Group and share charges over all issued shares of its two subsidiaries and 74.56% of the issued shares of FDG Kinetic Limited ("FKL"), a non-wholly-owned listed subsidiary of the Group.

As at 31 December 2019, the bank loans were secured by:

certain land and buildings, machineries and equipment and construction in progress of the Group;
share charges over certain shares of the subsidiaries of the Group;
certain trade and bills receivables; and
certain intra-group trade and bill receivables.

- 35 -

APPENDIX I

FINANCIAL INFORMATION

As at 31 December 2019, the secured other borrowings were as follows:

HK$593.7 million secured by debentures in favour of the lender by way of the first fixed and floating charges over the tangible moveable property and investments of two wholly-owned subsidiaries of the Group and share charges over all issued shares of its two subsidiaries and 74.56% of the issued shares of FKL, a non-wholly-owned listed subsidiary of the Group;
HK$95.2 million secured by intra-group other receivables of the Company, a fixed and floating charge over all the undertaking, property and assets of a wholly-owned subsidiary of the Group and a share charge over 75% of issued shares of its wholly-owned subsidiary;
HK$40.9 million secured by intra-group trade and bills receivables of the Group;
HK$45.6 million secured by certain machineries of the Group;
HK$60.0 million secured by a fixed and floating charge over all the undertaking, property and assets of FKL; and
HK$53.6 million secured by trade receivables of the Group.

As at 31 December 2019, the obligations under finance leases were secured by certain land and buildings and machineries of the Group.

As at 31 December 2019, the bank loans were guaranteed by two executive directors of the Company.

The Group was unable to make certain principal and/or interest repayments relating to certain bank loans and other borrowings and obligations under finance leases with carrying amounts as at 31 December 2019 of approximately HK$1,661.1 million for which the lenders were entitled to request for the immediate repayment of full amounts owed, including bank loans and obligations under finance leases for which the respective lenders have commenced litigations against the Group to repay the outstanding balances due of approximately HK$1,359.0 million.

Save as aforesaid or as otherwise disclosed in this prospectus, and apart from intra-group liabilities and normal payables in the ordinary course of business, the Group did not have any other debt securities issued and outstanding or agreed to be issued but unissued, bank overdrafts, loans or other similar indebtedness, liabilities under acceptances or acceptance credits, debentures, mortgages, charges, finance leases or hire purchases commitments, guarantees or other material contingent liabilities as at the close of business on 31 December 2019.

- 36 -

APPENDIX I

FINANCIAL INFORMATION

3. WORKING CAPITAL STATEMENT

At 30 September 2019, the Group's unaudited net current liabilities and net liabilities were approximately HK$2,772.1 million and HK$1,425.0 million, respectively.

The Directors are of the opinion that, after taking into account the present financial resources, the estimated net proceeds from the Rights Issue and series of measures and arrangements (the "Measures and Arrangements") detailed below, the Company has sufficient working capital for at least twelve months from the date of this Prospectus, in the absence of unforeseeable circumstances.

Measures and Arrangements currently undertaken by the Group were included but not limited to:

negotiation with the Group's creditors, banks and other financial institutions for the standstill and debt restructuring arrangements, including but not limited to deferral of the amounts now being immediately repayable of approximately HK$1,661.1 million as at 31 December 2019;
negotiations with banks and investors to obtain additional new financing and other sources of funding;
taking active measures to expedite collection of outstanding receivables and to dispose of its non-core assets, the Group has initiated a feasibility study to dispose of its entire equity interest in ALEEES GuiZhou Co., Ltd (立凱電能科技（貴州）有限公司), an associated company of the Group, in November 2018 to one of its fellow existing shareholders in order to discharge the Group's obligations for the unpaid investment cost; and
implementation of the Group's business plans to enhance profitability and control costs and to generate adequate cash flows from operations, the Group has over 1,000 units sales orders of electric vehicles from blue chip customers including Ryder Vehicle Purchasing, LLC and Federal Express Corporation, etc., in the United States, the first 100 units of which will be delivered on or before 30 April 2020.

4. MATERIAL ADVERSE CHANGES

Save as disclosed and the information disclosed in the Company's interim report for the six months ended 30 September 2019, as at the Latest Practicable Date, the Directors were not aware of any material adverse change in the financial or trading position of the Group since 31 March 2019, being the date to which the latest published audited financial statements of the Company were made up.

- 37 -

APPENDIX I

FINANCIAL INFORMATION

5. BUSINESS REVIEW AND PROSPECTS

The Group is a pure electric vehicle manufacturer. It aims to become a globally recognised manufacturer of more economical, greener and more energy-efficient pure electric vehicles. The Group's core businesses include ground-up research, design and development, and manufacturing and sales of pure electric vehicles; manufacturing and sales of lithium-ion("Li-ion") batteries and cathode materials for Li-ion batteries. The Group's mission is to replace and electrify the commercial vehicle segment of the internal combustion engine ("ICE") vehicles which is the most possible segment to be electrified.

During the past years, the Group has strived to become a world-class electric vehicle manufacturer through continual capital investment in the core electric vehicle manufacturing base located in Hangzhou. The Group owns approximately 50% of share of Hangzhou Changjiang Automobile Co., Ltd. ("Hangzhou Changjiang"), which is one of the new electric vehicle companies in China with dual-license status. However, the electric vehicle industry became very challenging in the PRC market in recent years affected by macroeconomic factors. Reduced subsidies amount, tightened criteria for subsidies and longer expected time for subsidies to be received squeezed the cash flow of the Group. In the PRC, under current regulatory policy, the electric vehicles are required to run above 20,000 km within two years from the date of vehicles registration before they could be qualified for subsidies. Hence, the Group needs a much longer time to recover these subsidies when the vehicles have run 20,000 km. In order to tackle the challenge in the change in regulatory policy in the PRC, the Group has expanded the business into the overseas market and has gained significant orders from blue chip customers in the United States ("U.S.").

The Group's electric vehicles have been homologated in the U.S. and have been qualified for California's Hybrid and Zero-Emission Truck and Bus Voucher Incentive Project (HVIP) eligibility list, indicating the products have earned full accreditations. These represent a result of the Group's years of research and development effort. In addition, under the global awareness of the environmental issues, electric vehicles are believed to be the future trend benefiting from the zero emission advantage. The quality of the electric vehicles of the Group has also earned the trust in overseas market, where in 2017, the Group made the first step internationally by exporting the first ever Chinese-made pure electric logistics vehicles to the U.S. Following the export of the first batch of electric logistics vehicles to the U.S., in 2018, the Group has received additional orders of over 1,000 units of V-8100 pure electric logistics vehicles, among which, 100 units are from a blue-chip customer, Federal Express Corporation ("FedEx") and 900 units are from Ryder Vehicle Purchasing, LLC ("Ryder") which will be leased to FedEx. Obtaining such large orders from FedEx and Ryder proved that the Group has already been recognised by multiple blue-chip customers and it is expected that the Group can further gain market shares in the electric commercial vehicle market. Furthermore, Chanje Energy, Inc. ("Chanje"), a subsidiary of the Company, entered into a construction agreement in relation to the construction of charging stations for electric vehicles in more than 40 sites in California, the U.S. in 2019. This charging system will support daily

- 38 -

APPENDIX I

FINANCIAL INFORMATION

charging for more than 1,000 units of electric vehicles and is created specifically for FedEx to meet its operational efficiency and sustainability goals. Chanje has committed to be a provider for electric vehicles and charging infrastructure to one of the largest fleets in the world which pioneers in the electric vehicle space in the industry. This represents an important milestone for the Group's electric vehicles business.

The recent outbreak of novel coronavirus pneumonia (2019-nCoV) epidemic in mainland China may potentially affect the Group's operation in the PRC, including potential disruption to the supply chain of the Group and productions of the Group's facilities located in the PRC. The Directors will closely monitor the situation and pay great attention to the development of the novel coronavirus pneumonia epidemic and make every effort on epidemic prevention and control, and daily operation management. The Board will continue to assess the impact of the novel coronavirus pneumonia epidemic on the Group's operation and financial performance and closely monitor the Group's exposure to the risks and uncertainties.

Looking forward, the Group will continue its focus on the Business-to-business ("B2B") commercial electric vehicle segment as it is the most possible segment to be electrified given the lower total cost of ownership advantage that the fleet operators concern and the increasing environmental awareness by the fleet operators. The Group has been planning on the structural changes through the disposal of non-core, loss making and cash-consuming asset of the Group in order to concentrate the Group's business resources to ramp up production and generate revenue in the core B2B commercial electric vehicle segments. In the next step, the Group would target to develop an asset light business model by the way of introduction of new strategic partners at different operational level in order to streamline the business structure and going forward, the Group will continue to explore the overseas market and to expand their leading position in the "last mile" delivery industry.

- 39 -

APPENDIX II

UNAUDITED PRO FORMA FINANCIAL INFORMATION

1. UNAUDITED PRO FORMA STATEMENT OF ADJUSTED CONSOLIDATED NET TANGIBLE ASSETS OF THE GROUP

The unaudited pro forma statement of adjusted consolidated net tangible assets of the Group prepared in accordance with Rule 4.29 of the Listing Rules is set out below to illustrate the effect of the Rights Issue on the consolidated net tangible assets of the Group as if the Rights Issue had been completed on 30 September 2019.

The unaudited pro forma statement of adjusted consolidated net tangible assets of the Group has been prepared on the basis set out on the notes below for illustrative purpose only, and because of its hypothetical nature, it may not give a true picture of the financial position of the Group had the Rights Issue been completed as at 30 September 2019 or at any future date.

					Unaudited pro forma
	Unaudited consolidated			adjusted consolidated
	net tangible liabilities			net tangible liabilities
	of the Group			of the Group
	attributable to owners			attributable to owners
	of the Company as at	Estimated net proceeds	of the Company upon
	30 September 2019	from the Rights Issue	completion of the
	(Note 1)	(Note 2)	Rights Issue
	HK$	HK$	HK$
Based on 974,734,936
Rights Shares at
subscription price of
HK$0.20 per Rights
Share	(1,609,018,000)	192,797,000		(1,416,221,000)
Unaudited consolidated net


tangible liabilities per
Share attributable to
owners of the Company
as at 30 September 2019
prior to the completion of
the Rights Issue (Note 3)	(0.964)
Unaudited pro forma


adjusted consolidated net
tangible liabilities per
Share attributable to
owners of the Company
as at 30 September 2019
immediately after
completion of the Rights
Issue (Note 4)					(0.536)

- 40 -

APPENDIX II

UNAUDITED PRO FORMA FINANCIAL INFORMATION

Notes:

The unaudited consolidated net tangible liabilities of the Group attributable to owners of the Company as at 30 September 2019 are based on the unaudited consolidated net liabilities of the Group attributable to owners of the Company as at 30 September 2019 of approximately HK$694,600,000 as adjusted to exclude goodwill and intangible assets attributable to owners of the Company of approximately of HK$548,724,000 and HK$365,694,000, respectively. The adjusted goodwill attributable to owners of the Company of approximately HK$548,724,000 is calculated by the goodwill of approximately HK$550,359,000 as shown in interim report of the Company for the six months ended 30 September 2019 minus the amount of approximately HK$1,635,000 attributable to non-controlling interests. The adjusted intangible assets attributable to owners of the Company of approximately HK$365,694,000 is calculated by the intangible assets of approximately HK$515,345,000 as shown in interim report of the Company for the six months ended 30 September 2019 minus the amount of approximately HK$149,651,000 attributable to non-controlling interests.
The estimated net proceeds from the Rights Issue are based on 974,734,936 Rights Shares at the Subscription Price of HK$0.20 each after deduction of the estimated professional fees and other share issue related expenses payable by the Company of approximately HK$2,150,000.
Based on 1,669,469,872 shares of the Company in issue as at 30 September 2019 before completion of the Rights Issue, without taking into account the placing of 280,000,000 Shares on 13 November 2019 under the placing agreement dated 31 October 2019 with net proceeds of approximately HK$59.4 million.
The unaudited pro forma adjusted consolidated net tangible liabilities of the Group attributable to owners of the Company per Share immediately after completion of the Rights Issue is calculated based on the pro forma adjusted consolidated net tangible liabilities of the Group attributable to owners of the Company immediately after completion of the Rights Issue of approximately HK$1,416,221,000 and 2,644,204,808 Shares in issue and issuable, comprising 1,669,469,872 Shares of the Company in issue as at 30 September 2019, and 974,734,936 Rights Shares to be issued.
No adjustments have been made to reflect any trading results or other transactions of the Group entered into subsequent to 30 September 2019.

- 41 -

APPENDIX II

UNAUDITED PRO FORMA FINANCIAL INFORMATION

2. ACCOUNTANTS' REPORT ON THE UNAUDITED PRO FORMA STATEMENT OF ADJUSTED CONSOLIDATED NET TANGIBLE ASSETS OF THE GROUP

The following is the text of a report received from Crowe (HK) CPA Limited, Certified Public Accountants, Hong Kong, for the purpose of incorporation in this Prospectus:

INDEPENDENT REPORTING ACCOUNTANT'S ASSURANCE REPORT ON

THE COMPILATION OF PRO FORMA FINANCIAL INFORMATION

INCLUDED IN THE PROSPECTUS

To the Directors of FDG Electric Vehicles Limited

We have completed our assurance engagement to report on the compilation of pro forma financial information of FDG Electric Vehicles Limited (the "Company") and its subsidiaries (collectively the "Group") by the directors for illustrative purposes only. The pro forma financial information consists of the pro forma statement of adjusted consolidated net tangible assets as at 30 September 2019, and related notes as set out in Section 1 of Appendix II to the prospectus dated 10 February 2020 issued by the Company. The applicable criteria on the basis of which the directors have compiled the pro forma financial information are described in Notes 1 to 5 to the pro forma financial information.

The pro forma financial information has been compiled by the directors to illustrate the impact of the proposed rights issue on the Group's consolidated net tangible liabilities as at 30 September 2019 as if the proposed rights issue had taken place at 30 September 2019. As part of this process, information about the Group's consolidated net tangible liabilities has been extracted by the directors from the Group's consolidated financial statements for the six months ended 30 September 2019, on which no audit or review report has been published.

Directors' Responsibility for the Pro Forma Financial Information

The directors are responsible for compiling the pro forma financial information in accordance with paragraph 4.29 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Listing Rules") and with reference to Accounting Guideline ("AG") 7 Preparation of Pro Forma Financial Information for Inclusion in Investment Circulars issued by the Hong Kong Institute of Certified Public Accountants (the "HKICPA").

- 42 -

APPENDIX II

UNAUDITED PRO FORMA FINANCIAL INFORMATION

Our Independence and Quality Control

We have complied with the independence and other ethical requirements of the Code of Ethics for Professional Accountants issued by the HKICPA, which is founded on fundamental principles of integrity, objectivity, professional competence and due care, confidentiality and professional behavior.

The firm applies Hong Kong Standard on Quality Control 1 and accordingly maintains a comprehensive system of quality control including documented policies and procedures regarding compliance with ethical requirements, professional standards and applicable legal and regulatory requirements.

Reporting Accountant's Responsibilities

Our responsibility is to express an opinion, as required by paragraph 4.29(7) of the Listing Rules, on the pro forma financial information and to report our opinion to you. We do not accept any responsibility for any reports previously given by us on any financial information used in the compilation of the pro forma financial information beyond that owed to those to whom those reports were addressed by us at the dates of their issue.

We conducted our engagement in accordance with Hong Kong Standard on Assurance Engagements 3420, Assurance Engagements to Report on the Compilation of Pro Forma Financial Information Included in a Prospectus, issued by the HKICPA. This standard requires that the reporting accountant plan and perform procedures to obtain reasonable assurance about whether the directors have compiled the pro forma financial information in accordance with paragraph 4.29 of the Listing Rules and with reference to AG 7 issued by the HKICPA.

For purposes of this engagement, we are not responsible for updating or reissuing any reports or opinions on any historical financial information used in compiling the pro forma financial information, nor have we, in the course of this engagement, performed an audit or review of the financial information used in compiling the pro forma financial information.

The purpose of pro forma financial information included in an investment circular is solely to illustrate the impact of a significant event or transaction on unadjusted financial information of the Group as if the event had occurred or the transaction had been undertaken at an earlier date selected for purposes of the illustration. Accordingly, we do not provide any assurance that the actual outcome of the event or transaction at the specific date would have been as presented.

A reasonable assurance engagement to report on whether the pro forma financial information has been properly compiled on the basis of the applicable criteria involves performing procedures to assess whether the applicable criteria used by the directors in the compilation of the pro forma financial information provide a

- 43 -

APPENDIX II

UNAUDITED PRO FORMA FINANCIAL INFORMATION

reasonable basis for presenting the significant effects directly attributable to the event or transaction, and to obtain sufficient appropriate evidence about whether:

The related pro forma adjustments give appropriate effect to those criteria; and
The pro forma financial information reflects the proper application of those adjustments to the unadjusted financial information.

The procedures selected depend on the reporting accountant's judgment, having regard to the reporting accountant's understanding of the nature of the Group, the event or transaction in respect of which the pro forma financial information has been compiled, and other relevant engagement circumstances.

The engagement also involves evaluating the overall presentation of the pro forma financial information.

We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Opinion

In our opinion:

the pro forma financial information has been properly compiled on the basis stated;
such basis is consistent with the accounting policies of the Group; and
the adjustments are appropriate for the purposes of the pro forma financial information as disclosed pursuant to paragraph 4.29(1) of the Listing Rules.

Crowe (HK) CPA Limited

Certified Public Accountants

Leung Chun Wa

Practising Certificate Number: P04963

Hong Kong

10 February 2020

- 44 -

APPENDIX III

GENERAL INFORMATION

1. RESPONSIBILITY STATEMENT

This prospectus, 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 prospectus 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 prospectus misleading.

2. SHARE CAPITAL

The authorised and issued share capital of the Company as at the Latest Practicable Date and immediately following completion of the Rights Issue (assuming no further issue of the Shares from the Latest Practicable Date up to completion of the Rights Issue) were and will be as follows:

As at the Latest Practicable Date

Authorised:		HK$
5,000,000,000	Shares	1,000,000,000


Issued and fully paid-up share capital:
1,949,469,872		Shares	389,893,974.40

Immediately after completion of the Rights Issue (assuming full subscription under the Rights Issue)

Authorised:

5,000,000,000 Shares	1,000,000,000

Issued and fully paid-up share capital:

1,949,469,872	Shares in issue as at the Latest Practicable	389,893,974.40
	Date
974,734,936	Rights Shares to be allotted and issued under	194,946,987.20
	the Rights Issue

2,924,204,808	Shares	584,840,961.60

- 45 -

APPENDIX III

GENERAL INFORMATION

All the Shares in issue are fully-paid and rank pari passu in all respects including as regards to dividends, voting rights and return of capital. All Rights Shares to be issued will rank pari passu with the then existing Shares in issue in all respects. Holders of fully-paid Rights Shares will be entitled to receive all future dividends and distributions which may be declared, made or paid on or after the date of allotment and issue of the Rights Shares.

The Company has applied to the Listing Committee for the listing of and permission to deal in the Rights Shares (in both their nil-paid and fully-paid forms). No part of the share capital or any other securities of the Company is listed or dealt in on any stock exchange other than the Stock Exchange and no application is being made or is currently proposed or sought for the Shares or the Rights Shares or any other securities of the Company to be listed or dealt in on any other stock exchange.

As at the Latest Practicable Date, the Company has (1) outstanding convertible bonds which are convertible into 70,510,752 Shares; and (2) outstanding and vested Share Options for subscription of 14,790,000 Shares. Save for the foregoing, as at the Latest Practicable Date, the Group had no outstanding debt securities, derivatives, options, warrants, conversion securities or other similar securities which are convertible or exchangeable into Shares, and there was no arrangement under which future dividends are/will be waived or agreed to be waived.

3. DISCLOSURE OF INTERESTS

Directors' and chief executive's interests and short positions in the securities of the Company and its associated corporations
1. Directors' interests in securities of the Company

As at the Latest Practicable Date, the interests or short positions of the Directors and the chief executive of the Company or their respective close associates in the shares, underlying shares or debentures of the Company and its associated corporations (within the meaning of Part XV of the SFO) which were required (i) to be notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests or short positions which they were taken or deemed to have under such provisions of the SFO); or (ii) pursuant to section 352 of the SFO, to be entered in the

- 46 -

APPENDIX III

GENERAL INFORMATION

register referred to therein; or (iii) to be notified to the Company and the Stock Exchange pursuant to the Model Code for Securities Transactions by Directors of Listed Issuers contained in Appendix 10 to the Listing Rules, were as follows:

Long position
					Approximate
			Number of		percentage of
			underlying		the total
	Directly	Through	shares held	Total number	issued share
	beneficially	controlled	under equity	of Shares	capital of the
Name	owned	corporation	(Note 3)	interested	Company
derivatives
Mr. Cao Zhong(Note 1)	-	64,449,499	11,500,000	75,949,499	3.90%
Dr. Chen Yanping(Note 2)	-	32,906,250	8,100,000	41,006,250	2.10%
Mr. Jaime Che	50,000	-	8,300,000	8,350,000	0.43%
Mr. Lo Wing Yat	1,058,950	-	2,100,000	3,158,950	0.16%
Mr. Chan Yuk Tong	-	-	1,700,000	1,700,000	0.09%
Mr. Fei Tai Hung	-	-	1,700,000	1,700,000	0.09%
Mr. Tse Kam Fow	-	-	1,700,000	1,700,000	0.09%

Notes:

Mr. Cao Zhong, an executive Director and the chairman of the Company, is interested or deemed to be interested in a total of 75,949,499 shares and underlying shares of the Company including (i) 64,449,499 shares held by Long Hing International Limited which is wholly owned by Mr. Cao Zhong; and (ii) 11,500,000 share options(Note 3) held by Mr. Cao Zhong.
Dr. Chen Yanping is interested or deemed to be interested in a total of 41,006,250 shares and underlying shares of the Company including (i) 32,906,250 shares held by Captain Century Limited which is owned as to 60% by Dr. Chen Yanping and 40% by his spouse, Ms. Zhang Lu; and (ii) 8,100,000 share options(Note 3) held by Dr. Chen Yanping.
The interests in the underlying shares of the Company represent interests in options granted to the directors named above to subscribe for shares of the Company.
These percentages are calculated on the basis of 1,949,469,872 issued shares of the Company as at the Latest Practicable Date.

- 47 -

APPENDIX III

GENERAL INFORMATION

Directors' interests in securities of the associated corporations of the Company
Long position

					Approximate
			Number of	Number of	percentage of
			ordinary shares of	underlying shares	the total issued
	Name of associated		the associated	of the associated	share capital of
Name	corporations	Capacity	corporation	corporation	the Company
Mr. Jaime Che	Advanced Lithium	Beneficial	-	2,000,000(Note 1)	0.83%(Note 2)
	Electrochemistry	owner
	(Cayman) Co.,
	Ltd. ("ALEEES")
Dr. Chen	簡式國際汽車設計	Beneficial	Registered	-	9.00%
Yanping	（北京）有限公司	owner	capital of
	(Jasmin		RMB7,200,000
	International Auto
	R&D (Beijing)
	Co., Ltd.*)

Notes:

Mr. Jaime Che is interested in 2,000,000 underlying shares of ALEEES (a company listed on the Taipei Exchange, Stock Code: 5227), representing interests in the options granted to him on 2 March 2018 to subscribe for 2,000,000 shares of ALEEES.
The percentage is calculated on the basis of 241,573,654 issued shares of ALEEES as at the Latest Practicable Date.

Save as disclosed above, as at the Latest Practicable Date, none of the Directors nor the chief executive of the Company or their respective close associates had or was deemed to have any interests or short positions in the shares, underlying shares or debentures of the Company and its associated corporations (within the meaning of Part XV of the SFO) which were required (i) to be notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests or short positions which they were taken or deemed to have under such provisions of the SFO); or (ii) pursuant to section 352 of the SFO, to be entered in the register referred to therein; or (iii) to be notified to the Company and the Stock Exchange pursuant to the Model Code for Securities Transactions by Directors of Listed Issuers contained in Appendix 10 to the Listing Rules.

For identification purpose only

- 48 -

APPENDIX III

GENERAL INFORMATION

(iii) Substantial shareholders' interests

As at the Latest Practicable Date so far as is known to any Director or chief executive of the Company, other than the interests disclosed above in respect of certain Directors and chief executive of the Company, the interests and short positions of persons in the Shares and underlying Shares which would fall to be disclosed to the Company under the provisions of Divisions 2 and 3 of Part XV of the SFO, or as recorded in the register required to be kept by the Company under section 336 of the SFO, were as follows:

Long position
					Approximate
			Number of		percentage of
			underlying		the total
	Capacity/		shares held	Total number	issued share
	nature of	Number of	under equity	of Shares	capital of
Name	interests	Shares held	derivatives	interested	the Company
Sino Power Resources	Beneficial	204,316,184	43,010,752	247,326,936	12.69%
Inc.	owner
China Orient Asset	Interest of	204,316,184	43,010,752	247,326,936	12.69%
Management	controlled
(International)	corporation
Holding Limited(Note 1)
Wise Leader	Interest of	204,316,184	43,010,752	247,326,936	12.69%
Assets Ltd.(Note 1)	controlled
	corporations
Dong Yin Development	Interest of	204,316,184	43,010,752	247,326,936	12.69%
(Holdings)	controlled
Limited(Note 1)	corporations
China Orient Asset	Interest of	204,316,184	43,010,752	247,326,936	12.69%
Management	controlled
Co., Ltd.(Note 1)	corporations
Jingang Group	Beneficial	238,215,000	-	238,215,000	12.22%
Investment Limited	owner
CITIC Limited(Note 2)	Interest of	123,744,806	-	123,744,806	6.35%
	controlled
	corporations

- 49 -

APPENDIX III		GENERAL INFORMATION
					Approximate
			Number of		percentage of
			underlying		the total
	Capacity/		shares held	Total number	issued share
	nature of	Number of	under equity	of Shares	capital of
Name	interests	Shares held	derivatives	interested	the Company

CITIC Group Corporation(Note 2)

Wang Zheng(Note 3)

金正源聯合投資控股

有限公司(Note 3)

無錫天地源投資

有限公司(Note 3)

無錫濱湖企業投資擔保

有限公司(Note 3)

無錫金源產業投資發展

集團有限公司(Note 3)

無錫市濱湖區供銷合作

總社(Note 3)

無錫市濱湖區經濟發展總公司管理委員會(Note 3)

江蘇省無錫蠡園經濟開發區

管理委員會(Note 3)

Interest of	123,744,806	-	123,744,806	6.35%
controlled
corporations
Beneficial	20,192,308	-	20,192,308	1.04%
owner
Interest of	111,506,692	-	111,506,692	5.72%
controlled
corporations
Interest of	111,506,692	-	111,506,692	5.72%
controlled
corporations
Interest of	111,506,692	-	111,506,692	5.72%
controlled
corporations
Interest of	111,506,692	-	111,506,692	5.72%
controlled
corporations
Interest of	111,506,692	-	111,506,692	5.72%
controlled
corporations
Interest of	111,506,692	-	111,506,692	5.72%
controlled
corporations
Interest of	111,506,692	-	111,506,692	5.72%
controlled
corporations
Interest of	111,506,692	-	111,506,692	5.72%
controlled
corporations

- 50 -

APPENDIX III

GENERAL INFORMATION

Name

頂屹（上海）投資管理

有限公司(Note 3)

Beijing Changhe Xingye

Investment

Co., Ltd.(Note 3)

Li Zhongqiang(Note 3)

Lang Sheng (Hong Kong)

Investment

Co., Limited(Note 4)

寶應朗晟汽車有限

公司(Note 4)

拉薩朗晟企業管理有限

公司(Note 4)

Tian Yuze

Notes:

				Approximate
		Number of		percentage of
		underlying		the total
Capacity/		shares held	Total number	issued share
nature of	Number of	under equity	of Shares	capital of
interests	Shares held	derivatives	interested	the Company
Interest of	111,506,692	-	111,506,692	5.72%
controlled
corporations
Interest of	111,506,692	-	111,506,692	5.72%
controlled
corporations
Interest of	111,506,692	-	111,506,692	5.72%
controlled
corporations
Beneficial	109,807,692	-	109,807,692	5.63%
owner
Interest of	109,807,692	-	109,807,692	5.63%
controlled
corporation
Interest of	109,807,692	-	109,807,692	5.63%
controlled
corporations
Beneficial	98,100,000	-	98,100,000	5.03%
owner

1. For the purpose of the SFO, China Orient Asset Management (International) Holding Limited ("COAMI") is deemed to be interested in a total of 247,326,936 shares and underlying shares of the Company including 204,316,184 shares and 43,010,752 underlying shares held by Sino Power Resources Inc.

The interests in the underlying shares of the Company represent interests in the Shares which will be allotted and issued to Sino Power Resources Inc. upon conversion of the convertible bonds issued by the Company at the conversion price of HK$9.30 per share.

Sino Power Resources Inc. is a wholly-owned subsidiary of COAMI. COAMI is held as to 50% by Wise Leader Assets Ltd. and as to 50% by Dong Yin Development (Holdings) Limited. Wise Leader Assets Ltd. is a wholly-owned subsidiary of Dong

- 51 -

APPENDIX III

GENERAL INFORMATION

Yin Development (Holdings) Limited, which in turn is a wholly-owned subsidiary of China Orient Asset Management Co., Ltd.

Mr. Huang Tan (a non-executive Director) is the executive director, Head of Principal Investment of China Orient Asset Management (International) Holding Limited.

For the purpose of the SFO, CITIC Limited is deemed to be interested in 123,744,806 Shares including (i) 51,149,406 Shares held by Right Precious Limited; (ii) 22,595,400 Shares held by CITIC International Assets Management Limited; and (iii) 50,000,000 Shares held by Star Mercury Investments Ltd.
Right Precious Limited is a wholly-owned subsidiary of CITIC International Assets Management Limited of which CITIC International Financial Holdings Limited owns 46%. CITIC International Financial Holdings Limited is an indirect non-wholly owned subsidiary of CITIC Limited.
Star Mercury Investments Ltd. is an indirect wholly-owned subsidiary of CITIC Limited. CITIC Limited is owned by CITIC Group Corporation as to 58.13% through its wholly-owned subsidiaries, CITIC Polaris Limited and CITIC Glory Limited.
Mr. Lo Wing Yat, a non-executive Director, is a director and chief executive officer of CITIC International Assets Management Limited and a director and chief executive officer of CITIC International Financial Holdings Limited.
For the purpose of the SFO, 金正源聯合投資控股有限公司 is deemed to be interested in 111,506,692 Shares including 1,699,000 shares held by Guoguang Global Asset Management (Hong Kong) Company Limited, and 109,807,692 Shares held by Lang Sheng (Hong Kong) Investment Co., Limited, both of which are indirect wholly-ownedsubsidiaries of 金正源聯合投資控股有限公司.
金正源聯合投資控股有限公司 is owned as to 40% by 無錫天地源投資有限公司 and as to 35% by 頂屹（上海）投資管理有限公司.
無錫天地源投資有限公司 is a wholly-ownedsubsidiary of 無錫濱湖企業投資擔保有限公司, which is in turn owned as to 87% by 無錫金源產業投資發展集團有限公司. 無錫金源產業投資發展集團有限公司 is owned as to 38% by 無錫市濱湖區經濟發展總公司管理委員會 and as to 62% by 無錫市濱湖區供銷合作總社 which is a wholly-ownedsubsidiary of 江蘇省無錫蠡園經濟開發區管理委員會.
頂屹（上海）投資管理有限公司 is owned as to 91.67% by Beijing Changhe Xingye Investment Co., Ltd., which is owned as to 50% by Li Zhongqiang and 50% by Wang Zheng.
For the purpose of the SFO, 寶應朗晟汽車有限公司 is deemed to be interested in 109,807,692 Shares which are held by its wholly-owned subsidiary, Lang Sheng (Hong Kong) Investment Co., Limited. 寶應朗晟汽車有限公司 is a wholly-owned subsidiary of 拉薩朗晟企業管理有限公司.

- 52 -

APPENDIX III

GENERAL INFORMATION

4. LITIGATION

As at the Latest Practicable Date, there were outstanding litigations commenced by:

Certain banks
1. 浙商銀行股份有限公司 (China Zheshang Bank Co., Ltd.*), has taken legal action against 杭州長江汽車有限公司* (Hangzhou Changjiang Automobile Co., Ltd.*) ("Hangzhou Changjiang", a connected subsidiary of the Company), claiming for repayment of outstanding loan principal as well as overdue interest, default interest and compensations, in the total amount of RMB444,675,693.75 (equivalent to approximately HK$498 million). Court hearing for the case was fixed on 3 September 2019. No decision was made by the PRC court and further hearing is yet to be fixed.
2. 中國銀行股份有限公司 (Bank of China Limited*) has taken legal action against Hangzhou Changjiang in October 2019, claiming for repayment of outstanding loan principal RMB743 million (equivalent to approximately HK$832 million), as well as overdue interest, default interest and compensations. Court hearing for the case was fixed on 13 February 2020. Hangzhou Changjiang has been actively negotiating with the bank to settle the litigation.
Other creditors
1. 浙江浙銀金融租賃股份有限公司 (Zhejiang Zheyin Financial Leasing Co., Ltd*) has taken legal action against Hangzhou Changjiang, claiming for repayment of outstanding finance lease payable as well as overdue interest, default interest and compensations in the total amount RMB30,379,251 (equivalent to approximately HK$34 million). Court hearing for the case was fixed on 11 December 2019. No decision was made by the PRC court and further hearing is yet to be fixed.

For identification only

- 53 -

APPENDIX III

GENERAL INFORMATION

杭州穎西汽車內飾件有限公司 (Hangzhou Yingxi Automobile Interior Trimming Parts Co.,Ltd*), a supplier, has taken legal action against Hangzhou Changjiang, claiming for repayment of outstanding trade payables RMB25,250,635 (equivalent to approximately HK$28 million). Court hearing for the case was fixed on 24 December 2019. No decision was made by the PRC court and further hearing is yet to be fixed.
山河建設集團有限公司 (Shanhe Construction Group Co. Ltd*), a construction contractor, has taken legal action against 天津中聚新能源科技有限公司 (Tianjin Sinopoly New Energy Technology Co., Ltd.*, a subsidiary of the Company), claiming for repayment of outstanding amount of RMB325,724,255, (equivalent to approximately HK$365 million) on the unsettled contract costs, together with the overdue interests, deposit and compensations. Court hearing for the case was fixed in January 2020. No decision was made by the PRC court and further hearing is yet to be fixed. Amounts of approximately HK$65 million and HK$151 million have been recognised and included in accruals and other payables and capital commitments, respectively.

As at the Latest Practicable Date, there were other outstanding litigations commenced by certain suppliers, other creditors and a lease creditor against certain subsidiaries of the Company requesting such subsidiaries to repay the outstanding amount of approximately HK$242 million.

Save as otherwise specified, the outstanding amounts in relation to these litigations have been properly accrued for.

Save as disclosed above, as at the Latest Practicable Date, none of the members of the Group was engaged in any litigation or arbitration of material importance and there was no litigation or arbitration of material importance known to the Directors to be pending or threatened by or against any members of the Group.

For identification purpose only

- 54 -

APPENDIX III

GENERAL INFORMATION

5. MATERIAL CONTRACTS

As at the Latest Practicable Date, the following contracts (not being contracts entered into in the ordinary course of business carried on or intended to be carried on by the Company or any of its subsidiaries) had been entered into by the Company or any of its subsidiaries within two years preceding the date of this prospectus and ending on the Latest Practicable Date, which are or may be material in relation to the business of the Group as a whole:

the Placing Agreement;
the deed of settlement and release dated 21 November 2019 entered into between the Company, two of its subsidiaries, Mr. Chung Winston (formerly known as Chung Hing Ka, represented by his trustees of bankruptcy (the "Trustees")), Mei Li New Energy Limited (a company wholly owned by Mr. Chung) (together with Mr. Chung, the "Defendants") and the Trustees, pursuant to which, the parties thereto agreed to discontinue the Hong Kong proceedings on the part against the Defendants, and the counterclaims made by the Defendants as against the Company, including the counterclaim against the Company to pay the redeemed convertible bonds of approximately HK$760,752,000;
the placing agreement dated 31 October 2019 entered into between the Company and Shanxi Securities International Limited as placing agent in relation to the placing of up to 280,000,000 new Shares under general mandate at a price of HK$0.22 per Share;
the settlement agreement dated 10 July 2019 entered into between the Company, FDG Strategic Investment Limited ("FDG Strategic", a wholly-owned subsidiary of the Company) and Florin Group, LLC, pursuant to which the Company and Florin Group, LLC entered into a subscription agreement for the allotment and issue of 680,000,000 new Shares to Florin Group, LLC at a price of HK$0.035895 per Share by the Company in order to settle the promissory note with a principal amount of US$3,000,000 bearing an interest rate of 5% per annum issued by FDG Strategic;
the subscription agreement dated 30 June 2019 entered into between the Company and Sino Power Resources Inc. in relation to the subscription of 4,086,323,694 new Shares under specific mandate at a price of HK$0.027 per Share;

- 55 -

APPENDIX III

GENERAL INFORMATION

the placing and subscription agreement dated 29 March 2019 entered into between Right Precious Limited as vendor, the Company and Morton Securities Limited as placing agent in relation to the placing of up to 833,330,000 existing Shares held by Right Precious Limited and the subscription of the 833,330,000 new Shares at a price of HK$0.048 per Share;
the loan extension agreement (the "Loan Extension Agreement") dated 29 October 2018 entered into between Five Dragons Electric Vehicle Limited ("Five Dragons", a wholly-owned subsidiary of the Company) as lender and Hangzhou Changjiang (a connected subsidiary of the Company) as borrower in relation to the extension of the maturity date of an unsecured loan in the principal amount of HK$696,000,000 with an interest rate of 8% per annum. Pursuant to the Loan Extension Agreement, the maturity date of the unsecured loan was extended from 17 December 2018 to 17 December 2021 at an interest rate of 9% per annum;
the settlement agreement involving allotment and issue of new Shares dated 18 October 2018 entered into between, among others, the Company, FDG Strategic, Chanje Energy, Inc. ("Chanje", a non-wholly owned subsidiary of the Company) and Smith Electric Vehicles Corp. in relation to the allotment and issue of 476,666,666 new Shares under the general mandate at a price of HK$0.09 per share in order to resolve the disputes between various parties;
the subscription agreement dated 28 July 2018 entered into between the Company and Jin Zheng Yuan (HK) Holding Co., Limited in relation to the subscription of 2,600,000,000 new Shares under general mandate at a price of HK$0.09 per Share;
the guarantee agreement dated 6 July 2018 entered into between the Company and a financial institution in relation to the provision of loans with the aggregate principal amount of RMB100,000,000, including a two-year loan maturing 6 July 2020 provided by the financial institution in the principal amount of RMB30,000,000 to Hangzhou Changjiang with interest rate per annum at 1.1275% over the average of the quoted one-year loan prime rate as announced by the National Interbank Funding Center of the PRC on the business day preceding the drawdown date, and other loan which will be provided by the financial institution to Hangzhou Changjiang during the period from 6 July 2018 to 6 July 2020;
the placing agreement dated 25 June 2018 entered into between the Company and Yue Xiu Securities Company Limited as placing agent for the placing of up to 1,000,000,000 new Shares under general mandate at a price of HK$0.109 per Share; and

- 56 -

APPENDIX III

GENERAL INFORMATION

the sale and purchase agreement dated 3 May 2018 entered into between Preferred Market Limited ("Preferred Market", a wholly-owned subsidiary of the Company, as vendor), the Company (as guarantor for the vendor) and Hong Kong ShengHai DeYong Investment Limited (as purchaser), pursuant to which Preferred Market agreed to sell and Hong Kong ShengHai DeYong Investment Limited agreed to purchase the entire issued share capital of Giant Industry Holdings Limited, which indirectly holds a 50% interest in Yunnan FDG Automobile Co., Ltd, for a consideration of RMB80,000,000 net of certain deductions under the sale and purchase agreement, and the Company agreed to provide a guarantee for the performance of Preferred Market's obligation under the sale and purchase agreement.

6. DIRECTORS' INTEREST IN CONTRACTS AND ASSETS

Save for the following contracts, there is no contract or arrangement entered into by

any member of the Group subsisting at the Latest Practicable Date in which any Director is materially interested in and which is significant to the business of the Group:

the Loan Extension Agreement under item (vii) of "5. Material Contracts" above, details of which are disclosed in the circular of the Company dated 20 November 2018;
the guarantee agreement under item (x) of "5. Material Contracts" above, details of which are disclosed in the announcement of the Company dated 6 July 2018;
the guarantee agreement dated 27 November 2017 entered into between 簡式國際汽車設計（北京）有限公司 (Jasmin International Auto R&D (Beijing) Co., Ltd.*) ("Jasmin") and 浙江浙銀金融租賃股份有限公司 for the provision of a guarantee in relation to the sale and leaseback arrangements of certain production lines and molds used in the manufacture of electric vehicles of Hangzhou Changjiang, details of which are disclosed in the announcement of the Company dated 27 November 2017;
the framework agreement dated 17 September 2017 entered into between Chanje and Hangzhou Changjiang in relation to the purchase of electric vehicles, semi knock down kits, and parts and components by Chanje from Hangzhou Changjiang, details of which are disclosed in the circular of the Company dated 20 October 2017;

* For identification purpose only

- 57 -

APPENDIX III

GENERAL INFORMATION

the agreement dated 17 March 2017 entered into between Sinopoly Battery Limited ("Sinopoly Battery") and its subsidiaries and Hangzhou Changjiang, details of which are disclosed in the circular of the Company dated 19 May 2017;
the agreement dated 17 March 2017 entered into between Sinopoly Battery and its subsidiaries and 杭州長江乘用車有限公司 (Hangzhou Changjiang Passenger Vehicles Co., Ltd.*) (the "Hangzhou Changjiang Passenger EV"), details of which are disclosed in the circular of the Company dated 19 May 2017;
the agreement dated 17 March 2017 entered into between 貴州長江汽車有限公司 (Guizhou Changjiang Automobile Co., Ltd.*) and Hangzhou Changjiang in relation to the supply of auto parts, details of which are disclosed in the circular of the Company dated 19 May 2017;
the agreement dated 17 March 2017 entered into between 深圳前海中博融資租賃有限公司 (the "Lease Finance Company") and Hangzhou Changjiang in relation to the provision of finance lease services to Hangzhou Changjiang, details of which are disclosed in the circular of the Company dated 19 May 2017;
the agreement dated 17 March 2017 entered into between the Lease Finance Company and Hangzhou Changjiang in relation to the indemnity of defaulted leases, details of which are disclosed in the circular of the Company dated 19 May 2017;
the agreement dated 17 March 2017 entered into between the Lease Finance Company and Hangzhou Changjiang Passenger EV in relation to the provision of finance lease services to Hangzhou Changjiang Passenger EV, details of which are disclosed in the circular of the Company dated 19 May 2017;
the agreement dated 17 March 2017 entered into between Jasmin, Hangzhou Changjiang Passenger EV and Hangzhou Changjiang in relation to the provision of R&D services by Jasmin, details of which are disclosed in the circular of the Company dated 19 May 2017;
the agreement dated 17 March 2017 entered into between Hangzhou Changjiang and Hangzhou Changjiang Passenger EV, details of which are disclosed in the circular of the Company dated 19 May 2017;

* For identification purpose only

- 58 -

APPENDIX III

GENERAL INFORMATION

the agreement dated 17 March 2017 entered into between, among others, 杭州長江汽車控股有限公司 (Hangzhou Changjiang Automobile Holdings Co., Ltd.*), Hangzhou Changjiang Passenger EV and Hangzhou Changjiang in relation to the provision of management services, details of which are disclosed in the circular of the Company dated 19 May 2017; and
the facility agreements dated 17 March 2017 entered into between Hangzhou Changjiang and Five Dragons, details of which are disclosed in the circular of the Company dated 19 May 2017.

None of the Directors had any direct or indirect interest in any assets which had been, since 31 March 2019 (being the date to which the latest published annual results announcement for the audited consolidated financial statements of the Company were made up), acquired, disposed of by, or leased to, or were proposed to be acquired, disposed of by, or leased to any member of the Group.

7. QUALIFICATION AND CONSENT OF THE EXPERT

The following is the qualification of the professional adviser who has given opinion or advice contained in this prospectus:

NameQualification

Crowe (HK) CPA Limited

Certified public accountants

As at the Latest Practicable Date, Crowe (HK) CPA Limited has given and has not withdrawn its written consent to the issue of this prospectus with the inclusion of its report and/or references to its name in the form and context in which they appear in this prospectus.

As at the Latest Practicable Date, Crowe (HK) CPA Limited did not have any shareholding in any member of the Group and did not have any right, whether legally enforceable or not, to subscribe for or to nominate persons to subscribe for securities in any member of the Group.

As at the Latest Practicable Date, Crowe (HK) CPA Limited did not have any direct or indirect interest in any assets which have been, since 31 March 2019 (the date to which the latest published audited consolidated financial statements of the Group were made up), acquired or disposed of by or leased to any member of the Group, or are proposed to be acquired or disposed of by or leased to any member of the Group.

For identification purpose only

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APPENDIX III

GENERAL INFORMATION

8. CORPORATE INFORMATION AND THE PARTIES INVOLVED IN THE RIGHTS ISSUE

Registered Office	Clarendon House
	2 Church Street
	Hamilton HM 11
	Bermuda
Principal Place of Business	Rooms 3001-3005, 30th Floor
in Hong Kong	China Resources Building
	26 Harbour Road
	Wanchai, Hong Kong
Authorised Representatives	Mr. Jaime Che and Ms. Man Yuet Lin
	Rooms 3001-3005, 30th Floor
	China Resources Building
	26 Harbour Road
	Wanchai, Hong Kong
Company Secretary	Ms. Man Yuet Lin
	Rooms 3001-3005, 30th Floor
	China Resources Building
	26 Harbour Road
	Wanchai, Hong Kong
Placing Agent	Crosby Securities Limited
	5th Floor, Capital Centre
	151 Gloucester Road
	Wanchai, Hong Kong
Independent Auditor	Crowe (HK) CPA Limited
	(Certified Public Accountants)
	9/F Leighton Centre
	77 Leighton Road
	Causeway Bay, Hong Kong
Legal Advisors as to Hong	Michael Li & Co
Kong Law	19/F Prosperity Tower
	39 Queen's Road Central
	Hong Kong
Principal Bankers	DBS Bank (Hong Kong) Limited
	China Zheshang Bank
	Bank of China
Hong Kong Branch Share	Union Registrars Limited
Registrar and Transfer	Suites 3301-04, 33/F
Office	Two Chinachem Exchange Square
	338 King's Road
	North Point, Hong Kong

- 60 -

APPENDIX III

GENERAL INFORMATION

9. PARTICULARS OF DIRECTORS

Name and address of the Directors

Name	Business Address
Executive Directors
Mr. Cao Zhong	Rooms 3001-3005, 30th Floor
	China Resources Building
	26 Harbour Road
	Wanchai, Hong Kong
Mr. Jaime Che	Rooms 3001-3005, 30th Floor
	China Resources Building
	26 Harbour Road
	Wanchai, Hong Kong
Dr. Chen Yanping	Rooms 3001-3005, 30th Floor
	China Resources Building
	26 Harbour Road
	Wanchai, Hong Kong
Non-executive Directors
Mr. Lo Wing Yat	Rooms 3001-3005, 30th Floor
	China Resources Building
	26 Harbour Road
	Wanchai, Hong Kong
Mr. Huang Tan	Rooms 3001-3005, 30th Floor
	China Resources Building
	26 Harbour Road
	Wanchai, Hong Kong
Independent Non-executive Directors
Mr. Chan Yuk Tong	Rooms 3001-3005, 30th Floor
	China Resources Building
	26 Harbour Road
	Wanchai, Hong Kong
Mr. Fei Tai Hung	Rooms 3001-3005, 30th Floor
	China Resources Building
	26 Harbour Road
	Wanchai, Hong Kong
Mr. Tse Kam Fow	Rooms 3001-3005, 30th Floor
	China Resources Building
	26 Harbour Road
	Wanchai, Hong Kong

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APPENDIX III

GENERAL INFORMATION

Profiles of the Directors
Executive Directors

Mr. Cao Zhong, aged 60, is the Chairman and an executive director of the Company. He was appointed as a non-executive director and Chairman of the Company on 11 March 2014 and re-designated as an executive director of the Company on 15 April 2014. Mr. Cao was also the Chief Executive Officer of the Company from 28 May 2014 to 18 July 2019. He is also the chairman of the Nomination Committee and Executive Committee of the Company and a member of the Remuneration Committee and Risk Committee of the Company. He also holds directorships in various subsidiaries of the Company. Mr. Cao graduated from Zhejiang University and the Graduate School of the Chinese Academy of Social Sciences with a bachelor degree in engineering and a master degree in economics, respectively. Since 1988, Mr. Cao had served in various institutions, including the National Development and Reform Commission (the "NDRC") of the PRC, Guangdong Province Huizhou Municipal People's Government, Beijing International Trust and Investment Company Limited, Shougang Corporation and the Development Research Centre of the State Council of China. Mr. Cao is currently an executive director and the chairman of China Resources and Transportation Group Limited (Stock Code: 269) and an executive director and the chairman of FDG Kinetic Limited ("FKL") (Stock Code: 378, a subsidiary of the Company in which the Company indirectly owns approximately 74.56% equity interest), companies whose shares are listed on the Stock Exchange. Mr. Cao was appointed to the Board on 11 March 2014.

Mr. Jaime Che, aged 39, is an executive director and Chief Executive Officer of the Company and a member of the Executive Committee, Remuneration Committee, Nomination Committee and Risk Committee of the Company. He has been appointed as an authorised representative of the Company required under rule 3.05 of the Rules Governing the Listing of Securities on the Stock Exchange with effect from 15 April 2011. On 19 July 2019, Mr. Che was appointed as the Chief Executive Officer of the Company. Mr. Che holds directorships in various subsidiaries of the Company, including Chanje Energy, Inc. He joined the Company in June 2010 and is responsible for strategic planning, investor relationship, corporate transaction and corporate finance work of the Company. Mr. Che is currently an executive director and chief executive officer of FKL. He is also a director of ALEEES, the shares of which are listed on the Taipei Exchange (Stock Code: 5227). Mr. Che has extensive experience in investor relations and corporate finance. Prior to joining the Company, he was the Assistant to Managing Director/Investor Relations Manager of Fushan International Energy Group Limited (Stock Code: 639, now renamed as Shougang Fushan Resources Group Limited), a company listed

- 62 -

APPENDIX III

GENERAL INFORMATION

on the Stock Exchange, from November 2009 to June 2010. He studied commerce at the University of New South Wales. Mr. Che was appointed to the Board on 8 March 2011.

Dr. Chen Yanping, aged 56, is an executive director and Chief Technical Officer of the Company. He was appointed as Chief Operating Officer of the Company on 28 May 2014 and re-designated as Chief Technical Officer of the Company on 15 February 2017. He is also a member of the Executive Committee of the Company and holds directorships in various subsidiaries of the Company. Dr. Chen has over 30 years' vast experience in automobile design, development and manufacturing and is the special automobile technology expert of the China International Engineering Consulting Corporation of the NDRC of the PRC and the Ministry of Science and Technology of the PRC, respectively. Dr. Chen obtained a bachelor degree in engineering from Hefei University of Technology in 1983, a master degree in automobile engineering from Dalian University of Technology in 2002 and a doctorate degree in management science from Wuhan University of Technology in 2010. He was awarded with the second prize in Beijing science and technology award in 2003 and the third prize in the PRC automobile science technology award in 2004, and was a young technology expert receiving special subsidies from the State Council of the PRC. Dr. Chen had worked as an officer for the technical centre of the China National Heavy Duty Truck Group and a dean of the research institute and deputy technical general manager of Beiqi Foton Motor Co. Ltd. of BAIC Group. He had also received training and studies at major international automobile brands including Steyr, Mercedes Benz and Volvo. He was a non-executive director of FKL from July 2015 to August 2018. Dr. Chen was appointed to the Board on 28 May 2014.

Non-executive Directors

Mr. Lo Wing Yat, aged 61, is a non-executive director of the Company. He was appointed as an executive director of the Company on 22 November 2006 and re-designated as a non-executive director of the Company on 22 November 2018. Mr. Lo also holds directorship in a subsidiary of the Company. He is also a director and the chief executive officer of CITIC International Assets Management Limited and a director and the chief executive officer of CITIC International Financial Holdings Limited. He was an independent non-executive director of China Traditional Chinese Medicine Holdings Co. Limited (Stock Code: 570) from January 2015 to January 2019, a company whose shares are listed on the Stock Exchange. Mr. Lo graduated from the University of Hong Kong with a bachelor's degree in Laws. He was admitted as a solicitor of the Supreme Court of Hong Kong (as it was then known) in 1984 and a solicitor of the Supreme Court of England and Wales in 1989. He served as an in-house counsel of Bank of China Hong Kong-Macau Regional Office and was a partner of Linklaters. Mr. Lo was appointed to the Board on 22 November 2006.

- 63 -

APPENDIX III

GENERAL INFORMATION

Mr. Huang Tan, aged 38, is a non-executive director of the Company. He is the Executive Director, Head of Principal Investment of China Orient Asset Management (International) Holding Limited. Mr. Huang graduated from Wuhan University with a bachelor's degree in Physics and from Imperial College London with a master's degree in Finance. Mr. Huang has over 15 years of experience in investment and investment banking in London, Hong Kong, Beijing, etc. He has worked for various large investment and investment banking institutions such as HSBC, Morgan Stanley, China Investment Corporation, CITIC Capital, and possesses extensive market experience. Mr. Huang was appointed to the Board on 23 December 2019.

Independent Non-executive Directors

Mr. Chan Yuk Tong, aged 57, is an independent non-executive director of the Company. He is also the chair man of the Audit Committee and Remuneration Committee of the Company and a member of the Nomination Committee and Risk Committee of the Company. He is currently an independent non-executive director of Xinhua Winshare Publishing and Media Co., Ltd. (Stock Code: 811, the shares of which are also listed on the Shanghai Stock Exchange (Stock Code: 601811)), a company whose shares are listed on the Stock Exchange. He was an independent non-executive director of each of Kam Hing International Holdings Limited (Stock Code: 2307) from March 2004 to December 2016 and Ground International Development Limited (Stock Code: 989) from November 2013 to April 2019, all being companies whose shares are listed on the Stock Exchange. Mr. Chan obtained a bachelor's degree in Commerce from the University of Newcastle in Australia and a master's degree in Business Administration from the Chinese University of Hong Kong. He joined Ernst & Young in 1988 and was appointed as an audit principal in 1994. Mr. Chan is a practising fellow member of the Hong Kong Institute of Certified Public Accountants and a member of CPA Australia. He has over 30 years of experience in auditing, accounting, management consultancy and financial advisory services. Mr. Chan was appointed to the Board on 22 November 2006.

Mr. Fei Tai Hung, aged 72, is an independent non-executive director of the Company and a member of the Audit Committee, Remuneration Committee, Nomination Committee and Risk Committee of the Company. He obtained a bachelor's degree in Applied Science from the Queen's University in Canada and a master's degree from Imperial College London in the United Kingdom. Mr. Fei started his banking career at the Royal Bank of Canada in 1980. He has also worked for Bankers Trust Company and Credit Agricole Indosuez. Mr. Fei is also a co-founder of United Capital Ltd., a company specialising in providing financial advisory services to clients in both Hong Kong and the PRC. Mr. Fei has been appointed as a director of Vision Credit Limited, a privately-held company registered in Hong Kong and engaging in consumer financing business in the PRC. He has over 30 years of experience in investment and finance. Mr. Fei was appointed to the Board on 22 June 2007.

- 64 -

APPENDIX III

GENERAL INFORMATION

Mr. Tse Kam Fow, aged 60, is an independent non-executive director of the Company. He is also the chairman of the Risk Committee of the Company and a member of the Audit Committee, Remuneration Committee and Nomination Committee of the Company. Mr. Tse graduated from The Hong Kong Polytechnic University and is a fellow member of the Hong Kong Institute of Certified Public Accountants, The Association of Chartered Certified Accountants and The Taxation Institute of Hong Kong. He is a certified public accountant and certified tax advisor practising in Hong Kong with wide experience in most areas of accounting, taxation and audit. Mr. Tse's practice also includes corporate consulting and investment advisory work, specialising in management consulting, business restructuring, corporate mergers and acquisitions, leveraged buyouts, direct investments and joint ventures and advising on projects throughout the PRC, Hong Kong, Taiwan and Singapore. Mr. Tse has worked at senior positions for over 10 years in several Hong Kong-listed companies and was mainly responsible for the overall corporate management and control and the strategic formulation and implementation of corporate development and financing plan. Mr. Tse was appointed to the Board on 22 June 2007.

10. DIRECTOR'S SERVICE CONTRACTS

As at the Latest Practicable Date, none of the Directors had any existing or proposed service contract with any member of the Group (excluding contracts expiring or determinable by the employer within one year without payment of compensation (other than statutory compensation)).

11. EXPENSES

The expenses in connection with the Rights Issue, including the fees of legal and financial advisers and auditors, printing, registration, translation, legal and accountancy charges are estimated to be approximately HK$2.15 million, which are payable by the Company.

12. GENERAL

The English language text of this prospectus and the other Prospectus Documents shall prevail over its Chinese language text, in case of any inconsistency.

13. LEGAL EFFECT

This prospectus and the PAL, and all acceptances of any offer or application contained in such documents, are governed by and shall be construed in accordance with the laws of Hong Kong.

- 65 -

APPENDIX III

GENERAL INFORMATION

14. BINDING EFFECT

This prospectus shall have the effect, if an application is made in pursuance hereof, of rendering all persons concerned bound by all of the provisions (other than the penal provisions) of sections 44A and 44B of the Companies (Winding Up and Miscellaneous Provisions) Ordinance so far as applicable.

15. DOCUMENTS DELIVERED TO THE REGISTRAR OF COMPANIES

A copy of this prospectus, together with copies of the PAL and the written consent referred to in the paragraph headed "7. Qualification and Consent of the Expert" in this Appendix III, has been registered with the Registrar of Companies in Hong Kong pursuant to section 342C of the Companies (Winding Up and Miscellaneous Provisions) Ordinance.

16. DOCUMENTS AVAILABLE FOR INSPECTION

Copies of the following documents will be available for inspection during normal business hours (other than Saturdays, Sundays and public holidays) at Rooms 3001-3005, 30th Floor, China Resources Building, 26 Harbour Road, Wanchai, Hong Kong for a period of 14 days from the date of this prospectus:

the memorandum of association and bye-laws of the Company;
the annual reports of the Company for the three years ended 31 March 2017, 31 March 2018 and 31 March 2019 and the interim report of the Company for the six months ended 30 September 2019;
the accountant's report on the unaudited pro forma financial information of the Group from Crowe (HK) CPA Limited set out in Appendix II to this prospectus;
the material contracts as referred to in the paragraph headed "5. Material Contracts" in this Appendix III;
the written consent referred to in the paragraph headed "7. Qualification and Consent of the Expert" in this Appendix III; and
this prospectus.

- 66 -

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FDG Electric Vehicles Ltd. published this content on 10 February 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 10 February 2020 09:12:02 UTC

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FDG Electric Vehicles : RIGHTS ISSUE ON THE BASIS OF ONE (1) RIGHTS SHARE FOR EVERY TWO (2) SHARES HELD ON THE RECORD DATE ON A NON-UNDERWRITTEN BASIS

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