CONFIDENTIAL Execution Version AGREEMENT AND PLAN OF MERGER dated as of July 15, 2025 among Geely Automobile Holdings Limited, Keystone Mergersub Limited and ZEEKR Intelligent Technology Holding Limited AGREEMENT AND PLAN OF MERGER | ARTICLE I. THE MERGER. | | --- | | Section 1.1 The Merger . | | Section 1.2 Effective Time . | | Section 1.3 Closing of the Merger | | Section 1.4 Effects of the Merger | | Section 1.5 Memorandum and Articles of Association . | | Section 1.6 Directors. | | Section 1.7 Officers ...

GEELY AUTOMOBILE HOLDINGS LIMITED 175 80175 將於二零二五年九月五日（星期五）下午四時正 假座香港灣仔港灣道一號香港萬麗海景酒店低層大堂8號會議室舉行之股東特別大會或 其任何續會適用之代表委任表格 本人╱吾等1 地址為 為吉利汽車控股有限公司（「本公司」）股本中每股面值港幣0.02元普通股（「股份」）共 股2 之登記持有人。茲委任大會主席3 ，或 | | | 普通決議案 | 贊成4 | 反對4 | | --- | --- | --- | --- | --- | | 1. | a. | 謹此批准、追認及確認合併協議（定義見本公司日期為二零二五年八月 | | | | | | 十八日之通函（「通函」））及其項下擬進行之交易； | | | | | b. | 授予董事配發及發行最多1,098,059,328股代價股份（定義見通函）之特 | | | | | | 別授權（「特別授權」）；及 | | | | | c. | 授權任何一名或多名董事採取及辦理所有該等行動或事宜，以及簽立 | | | | | | 其可能認為就使合併協議項下擬進行之交易（包括特別授權）生效屬必 | | | | ...

此乃要件 請即處理 閣下對本通函任何部份內容或應採取之行動如有任何疑問，應諮詢 閣下之股票經紀或其他註 冊證券交易商、銀行經理、律師、專業會計師或其他專業顧問。 閣下如已售出或轉讓所有名下之吉利汽車控股有限公司股份，應立即將本通函連同隨附之代表 委任表格送交買主或承讓人或經手買賣或轉讓之銀行、股票經紀或其他代理商，以便轉交買主 或承讓人。 香港交易及結算所有限公司及香港聯合交易所有限公司對本通函之內容概不負責，對其準確性 或完整性亦不發表任何聲明，並表明不會就因本通函全部或任何部份內容而產生或因倚賴該等 內容而引致之任何損失承擔任何責任。 本通函僅供參考，並不構成收購、購買或認購任何證券之邀請或要約。 GEELY AUTOMOBILE HOLDINGS LIMITED 175 80175 須予披露及關連交易 本集團對極氪私有化 本公司之獨家財務顧問 獨立董事委員會及獨立股東之獨立財務顧問 董事會函件載於本通函第12至37頁。獨立董事委員會函件載於本通函第38至39頁。獨立財務 顧問函件載於本通函第40至65頁，當中載有其致獨立董事委員會及獨立股東之意見。本公司謹 訂於二零二五年九月五日（星期五）下午四時正假座 ...

Investment Rating - The report assigns a "Buy" rating to Geely Automobile (175 HK) with a target price of HKD 24.21, indicating a potential upside of 27.8% from the current closing price of HKD 18.95 [1][9]. Core Insights - The report highlights a significant increase in non-GAAP net profit, exceeding market expectations, and expresses optimism regarding sales performance in the second half of the year, benefiting from industry trends against excessive competition [2][7]. - Geely's revenue for the first half of 2025 reached RMB 150.3 billion, a year-on-year increase of 27%, while the net profit attributable to shareholders was RMB 9.29 billion, a year-on-year decrease of 14%. However, the non-GAAP net profit grew by 102% year-on-year to RMB 6.66 billion, surpassing market forecasts [7][11]. - The report anticipates Geely's sales target for the year to be raised from 2.7 million to 3 million units, supported by the launch of approximately five new key electric and hybrid models in the second half of the year [7][11]. Financial Overview - Revenue projections for Geely are as follows: RMB 179.2 billion in 2023, RMB 240.2 billion in 2024, RMB 335.1 billion in 2025, RMB 395.8 billion in 2026, and RMB 439.1 billion in 2027, with year-on-year growth rates of 21.1%, 34.0%, 39.5%, 18.1%, and 10.9% respectively [3][11]. - The net profit forecast shows an increase from RMB 5.3 billion in 2023 to RMB 21.1 billion in 2027, with a notable jump to RMB 16.6 billion in 2024, followed by a slight decrease in 2025 [3][11]. - The report indicates a projected earnings per share (EPS) of RMB 0.53 in 2023, rising to RMB 2.10 by 2027, with a peak EPS of RMB 1.65 in 2024 [3][11]. Market Performance - Geely's stock has shown a year-to-date increase of 27.87%, with a 52-week high of HKD 20.35 and a low of HKD 7.70 [6][11]. - The average daily trading volume is reported at 102.16 million shares, reflecting strong market interest [6][11].

Investment Rating - The report maintains a "Buy" rating for Geely Automobile, with a target price of HK$23.47, corresponding to a 13.5x PE for 2025E [3][6]. Core Insights - Geely's performance in 1H25 was strong, with total revenue increasing by 26.5% year-on-year to CNY 150.28 billion, while core net profit rose by 102% to CNY 66.6 billion [1][2]. - The company achieved a total sales volume of 1.409 million vehicles in 1H25, a 47.4% increase year-on-year, with new energy vehicle sales surging by 126.5% [2]. - The integration of the Lynk & Co and Zeekr brands is expected to enhance operational efficiency and reduce costs, as indicated by a decrease in SG&A expense ratio by 1.7 percentage points to 7.5% [2][3]. Summary by Sections Financial Performance - In 1H25, Geely's gross margin decreased by 0.3 percentage points to 16.4%, while the net profit attributable to shareholders fell by 13.9% to CNY 9.29 billion [1]. - The company forecasts a total revenue of CNY 351.72 billion for 2025E, with a growth rate of 46.4% [5]. Sales and Market Strategy - Geely's sales target for the year has been raised by 11% to 3 million vehicles, with 47% of this target achieved in the first half of the year [2]. - The report highlights the expected launch of new models, including the Galaxy A7 and Galaxy M9, which are anticipated to drive sales growth in the second half of 2025 [2]. Strategic Initiatives - The management aims to complete the acquisition of Zeekr by the end of 2025, with an all-cash deal estimated at USD 2.4 billion [3]. - Geely's global and smart strategy is gradually being implemented, with plans to enhance competitiveness through the integration of autonomous driving technologies [3].

8月14日，吉利汽车（0175.HK）发布2025年中期业绩报。 今年上半年，吉利汽车总销量达140.9万辆，同比增长47%，市占率首次突破10%。三大新能源品牌累计 销量725151辆，同比增长126%，占比超51%。基于超预期表现，吉利将全年销量目标上调约11%，由 271万辆增至300万辆。 （文章来源：国际金融报） 上半年，公司总收入达1503亿，创历史新高，同比增长27%；归母利润92.9亿元，扣除外汇汇兑税后归 母净收益等非核心损益后，实现核心归母利润66.6亿元，同比增长102%，期间毛利提升至247亿元，毛 利率达 16.4%。 ...

Investment Rating - The report assigns a "Buy" rating for the company, indicating a potential upside of 15% to 35% [6][11]. Core Insights - The company achieved a revenue of RMB 150.29 billion in the first half of 2025, representing a year-over-year (YOY) increase of 26.5%. The net profit reached RMB 9.29 billion, with core profit (excluding foreign exchange gains and asset disposal gains) increasing by 102% YOY [7]. - The company is accelerating its electrification transformation, with a high cost-performance product strategy yielding positive results across various price segments. The integration of automotive operations is expected to lower procurement costs and enhance product competitiveness [7]. - The company plans to strengthen its export efforts, with an anticipated improvement in export growth rates [7]. Financial Performance - The company’s Q2 2025 revenue was RMB 77.79 billion, a 28.4% increase YOY, with a net profit of RMB 3.62 billion, indicating a near doubling of core profit YOY [7]. - Q2 2025 saw vehicle sales of 705,000 units, a 47% increase YOY, with new energy vehicles (NEVs) accounting for 54.7% of total sales, up 6.5 percentage points from Q1 [7]. - The company’s gross margin for Q2 was 17.1%, showing a slight decrease of 0.71 percentage points YOY but an increase of 1.29 percentage points from Q1 [7]. Sales and Market Position - In July 2025, the company sold 238,000 vehicles, a 57.7% increase YOY, with NEV sales reaching 130,000 units, representing 55% of total sales [7]. - The company’s cumulative vehicle sales from January to July 2025 reached 1.647 million units, a 48.8% increase YOY, with a target of 3 million units for the year, reflecting a 38% increase from the previous year [7]. - The company has a rich pipeline of new products set to launch in the second half of 2025, which is expected to enhance both sales and average selling prices [7]. Earnings Forecast - The report revises the company's net profit forecasts for 2025, 2026, and 2027 to RMB 16.11 billion, RMB 18.09 billion, and RMB 22.57 billion, respectively, with YOY growth rates of 70%, 12%, and 25% [7][9]. - The earnings per share (EPS) estimates for the same years are adjusted to RMB 1.60, RMB 1.80, and RMB 2.24, respectively [9]. - The current stock price corresponds to price-to-earnings (P/E) ratios of 10.7, 9.6, and 7.7 for 2025, 2026, and 2027, respectively, supporting the "Buy" recommendation [7].

Investment Rating - The report maintains a "Buy" rating for the company, expecting a net profit of 166.0 billion, 196.8 billion, and 240.0 billion for the years 2025, 2026, and 2027 respectively, corresponding to PE ratios of 11.51, 9.71, and 7.97 [4]. Core Views - The overall performance of the company meets expectations, with a significant increase in new car sales and revenue. The company sold 704,000 new cars in Q2, achieving a revenue of 77.79 billion, which represents a year-on-year increase of 41.5% [1][2]. - Despite a loss in the Zeekr segment, other divisions showed robust performance, indicating the company's resilience in a competitive market. The gross margin for Q2 was 17.1%, with a year-on-year increase of 0.6 percentage points [2][3]. - The company is expected to benefit from a strong new car cycle, with several new models set to launch, enhancing its growth potential in both electric and fuel vehicle segments [3][4]. Summary by Sections Financial Performance - In Q2, the company reported a total revenue of 77.79 billion, with a gross margin of 17.1% and a net profit of 3.16 billion, reflecting a year-on-year increase of 74.7% [1][2]. - The average selling price (ASP) per vehicle in Q2 was 111,000, showing a slight decrease of 3.5% compared to the previous quarter [1]. Cost and Expenses - The company’s sales, administrative, and R&D expense ratios for Q2 were 6.1%, 1.9%, and 5.1% respectively, indicating a slight increase in sales expenses [1]. Future Outlook - The company is positioned well for future growth, with strong new car launches anticipated, including the Galaxy A7 and Zeekr 9X, which are expected to drive sales and profitability [3][4].

Core Viewpoint - Geely Automobile reported a strong performance in the first half of 2025, with revenue reaching 150.28 billion RMB, a 27% year-on-year increase, despite a 14% decline in net profit to 9.29 billion RMB. The company aims to achieve annual sales of 5 million vehicles through strategic integration and resource consolidation [1][4]. Financial Performance - Revenue for the first half of 2025 was 150.28 billion RMB, up 27% year-on-year [1]. - Net profit was 9.29 billion RMB, down 14% compared to the previous year [1]. - Vehicle sales reached 1.409 million units, a 47% increase year-on-year [1]. - In 2024, Geely's total revenue was 240.19 billion RMB, with a net profit of 16.63 billion RMB, marking a 213.32% increase year-on-year [3]. Sales and Market Position - Geely's overall sales exceeded 1.409 million units in the first half of 2025, with new energy vehicle sales reaching 725,200 units, a 126% increase, accounting for 51.5% of total sales [4]. - In the Chinese market, Geely sold 1.2251 million units, a 62% increase, capturing an 11.2% market share [4]. - The Geely brand sold 1.1643 million units, a 57% increase, while the Galaxy series achieved sales of 548,400 units, a 232% increase [4]. Strategic Integration and Future Goals - Geely is undergoing significant strategic integration, including the merger of Lynk & Co into Zeekr and the consolidation of R&D resources, with nearly 3,000 personnel from various teams being integrated into a new entity [1][9]. - The company has raised its sales target for 2025 from 2.71 million to 3 million units, reflecting confidence in its market performance [8]. - Geely aims to achieve annual sales of 5 million vehicles by 2027, narrowing the gap with BYD, which currently leads in the market [10].

Investment Rating - The investment rating for the company is "Accumulate" (maintained) [2] Core Views - The company achieved a total revenue of 150.285 billion RMB in the first half of 2025, representing a year-on-year growth of 27%, while the net profit attributable to shareholders was 9.29 billion RMB, a decline of 14% year-on-year [7] - The gross margin slightly decreased to 16.4%, down by 0.3 percentage points year-on-year, while the expense ratios for sales, management, and R&D also saw reductions [7] - The company experienced growth in both new energy and fuel vehicle sales, with total sales reaching 1.409 million units, a year-on-year increase of 47%, and a market share of 10.4%, up by 2.4 percentage points [7] - The sales target for the year has been raised to 3 million units, with new energy vehicle sales reaching 725,000 units, a 126% increase year-on-year [7] - The company is expected to achieve net profits of 15.008 billion RMB, 17.846 billion RMB, and 20.954 billion RMB for the years 2025, 2026, and 2027 respectively, corresponding to PE ratios of 11.99, 10.08, and 8.59 [7] Financial Performance Summary - Revenue projections for the company are as follows: 179.204 billion RMB in 2023, 240.194 billion RMB in 2024, 337.158 billion RMB in 2025, 396.259 billion RMB in 2026, and 447.102 billion RMB in 2027, with growth rates of 21.11%, 34.03%, 40.37%, 17.53%, and 12.83% respectively [6] - The net profit attributable to shareholders is projected to be 5.308 billion RMB in 2023, 16.632 billion RMB in 2024, 15.008 billion RMB in 2025, 17.846 billion RMB in 2026, and 20.954 billion RMB in 2027, with growth rates of 0.91%, 213.32%, -9.77%, 18.91%, and 17.42% respectively [6] - The company's earnings per share (EPS) are expected to be 0.51 RMB in 2023, 1.64 RMB in 2024, 1.49 RMB in 2025, 1.77 RMB in 2026, and 2.08 RMB in 2027 [6]