Exhibit 99.1

The Merger involves securities of two Cayman Islands companies and will be implemented and is subject to procedural and disclosure requirements that are different from those of the United States. Financial statements included or incorporated by reference herein, if any, have been prepared in accordance with foreign financial accounting standards and may not be comparable to the financial statements of United States companies.

It may be difficult for you to enforce your rights and any claim you may have arising under the U.S. federal securities laws (if any), since Geely is located in a foreign country, and some or all of its officers and directors may be residents of a foreign country. You may not be able to sue a foreign company or its officers or directors in a foreign court for violations of the U.S. securities laws. It may be difficult to compel a foreign company and its affiliates to subject themselves to a U.S. court’s judgment.

You should be aware that Geely may purchase securities otherwise than under the Merger, such as in open market or privately negotiated purchases.

Shareholders of ZEEKR Intelligent Technology Holding Limited

Re: Notice of Extraordinary General Meeting of Shareholders

Dear Shareholder:

You are cordially invited to attend an extraordinary general meeting of shareholders of ZEEKR Intelligent Technology Holding Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company” or “Zeekr”), to be held on September 15, 2025 at 10:00 a.m. (Beijing time) (the “EGM”). The EGM will be held at Room 5203, Building 1, Dadao Wangchao Shangwu Center, Yingfeng Street, Xiaoshan District, Hangzhou, Zhejiang Province, China or at such other time on such other date and at such other place to which the EGM may be adjourned. The accompanying notice of the EGM and proxy statement provide information regarding the matters to be considered and voted on at the EGM, including at any adjournment or postponement thereof.

On July 15, 2025, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Geely Automobile Holdings Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands and listed on The Stock Exchange of Hong Kong Limited (the “Hong Kong Stock Exchange”) under stock code “0175” (“Geely” or the “Buyer”), and Keystone Mergersub Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands and a wholly-owned subsidiary of Geely (“Merger Sub”), pursuant to which the Merger Sub will merge with and into the Company, with the Company being the surviving company of the Merger (the “Surviving Company”) and becoming a wholly-owned subsidiary of Geely (the “Merger”). The purpose of the EGM is for you and the other registered shareholders of the Company to consider and vote, amongst other things, upon a proposal to authorize and approve the Merger Agreement, the plan of merger required to be filed with the Registrar of Companies of the Cayman Islands in connection with the Merger (the “Plan of Merger”) and the transactions contemplated by the Merger Agreement and the Plan of Merger, including the Merger (collectively, the “Transactions”). Copies of the Merger Agreement and the form of the Plan of Merger are attached as Annex A and Annex B, respectively, to the accompanying proxy statement.

As of the date of the accompanying proxy statement, Geely is controlled by Zhejiang Geely Holding Group Co., Ltd., a company incorporated under the laws of the PRC (“Geely Holding”). Geely Holding is controlled by Mr. Shufu Li, the founder and the chairman of the Company (the “Chairman”). Merger Sub was formed solely for purposes of the Merger.

As of the date of the accompanying proxy statement, Luckview Group Limited, a business company with limited liability incorporated in British Virgin Islands and a wholly-owned subsidiary of the Buyer (“Luckview”), beneficially owns 1,668,996,860 ordinary shares (including ordinary shares represented by American depositary shares, each representing ten ordinary shares of Zeekr (each, a “Zeekr ADS” and collectively, the “Zeekr ADSs”)), par value US$0.0002 per share, of Zeekr (each, a “Zeekr Share” and collectively, the “Zeekr Shares”), which represent approximately 65.2% of the total issued and outstanding Zeekr Shares and approximately 65.2% of the total voting power of the total issued and outstanding Zeekr Shares. If the Merger is completed, the Company, as the Surviving Company, will continue its operations as a privately held company and will be wholly owned by Geely, and the Zeekr ADSs will no longer be listed on the New York Stock Exchange (“NYSE”) and the ADS program for Zeekr Shares will terminate.

Under the terms of the Merger Agreement, if the Merger is completed, on the date the Merger becomes effective (the “Effective Time”), each Zeekr Share issued and outstanding immediately prior to the Effective Time, other than the Excluded Shares (as defined below), the Dissenting Shares (as defined below), the Purported Dissenting Shares (as defined below) and the Zeekr Shares represented by Zeekr ADSs, shall be cancelled in exchange for, at the election of the holder thereof, the right to receive the following, without interest and net of any applicable withholding taxes:

For each such Zeekr Share with respect to which no election to receive either the Per Share Cash Consideration or the Per Share Stock Consideration is validly made pursuant to the Merger Agreement, such Zeekr Share will be cancelled in exchange for the right to receive the Per Share Cash Consideration without interest and net of any applicable withholding taxes.

Under the terms of the Merger Agreement, if the Merger is completed, at the Effective Time, each Zeekr ADS issued and outstanding immediately prior to the Effective Time, other than Zeekr ADSs rerpresenting Excluded Shares, together with the Zeekr Shares represented by such Zeekr ADSs, shall be cancelled in exchange for, at the election of the holder thereof, the right to receive the following, without interest and net of any applicable withholding taxes and after deduction or upon payment of applicable fees and taxes:

For each such Zeekr ADS with respect to which no election to receive either the Per ADS Cash Consideration or the Per ADS Stock Consideration is validly made pursuant to the Merger Agreement, such Zeekr ADS will be cancelled in exchange for the right to receive the Per ADS Cash Consideration without interest and net of any applicable withholding taxes and after deduction or upon payment of applicable fees and taxes.

No fractional Geely Shares or Geely ADSs will be issued as Merger Consideration. Subject to the terms of the Merger Agreement, (i) any holder of Zeekr Shares who would otherwise be entitled to receive a fraction of a Geely Share shall, in lieu of such fraction of a Geely Share, be paid in cash the dollar amount (rounded to the nearest whole cent), without interest, determined by multiplying such fraction by the closing price of a Geely Share on the Hong Kong Stock Exchange on the last day before the closing (or if such last day is not a day on which the Hong Kong Stock Exchange is open, the immediately preceding day on which the Hong Kong Stock Exchange is open) and (ii) all fractional Geely ADSs that otherwise would be issued in connection with the Merger (or the Geely Shares represented thereby) will be aggregated and sold in one or more transactions conducted by brokers engaged by the Depositary, and the net proceeds of such sales (net of any commissions) will be distributed to all holders of fractional Geely ADSs that otherwise would be issued, in each case through customary DTC arrangements and where applicable, arrangements between such holders and their respective brokers, banks or other securities intermediaries that are direct or indirect participants of the DTC system, or at such times, in such manner and on such terms as the Depositary may determine in its reasonable discretion, in each case without interest.

Notwithstanding anything to the contrary in the Merger Agreement or in the election form, a holder of Zeekr Shares or Zeekr ADSs who is a Hong Kong Non-Professional Investor may only elect to receive the Per Share Cash Consideration or the Per ADS Cash Consideration, and may not elect to receive the Per Share Stock Consideration or the Per ADS Stock Consideration with respect to any Zeekr Share or Zeekr ADS owned by such holder. Any election made by or on behalf of a Hong Kong Non-Professional Investor will not have been validly made to the extent that it purports to be an election for Per Share Stock Consideration or a Per ADS Stock Consideration. “Hong Kong Non-Professional Investor” means any person (i)(x) whose address as shown on Zeekr s register of members maintained by Zeekr is an address in Hong Kong; or (y) whose primary residential address (in the case of a corporation, its registered address) is an address in Hong Kong; and (ii) does not qualify as a professional investor pursuant to the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) and any rules made thereunder. You should consult your own Hong Kong counsel if you are in any doubt whether you are a Hong Kong Non-Professional Investor.

Notwithstanding anything to the contrary in the Merger Agreement or in the election form, a Zeekr shareholder who is a PRC ODI Investor and who elects to receive the Per Share Stock Consideration with respect to any Zeekr Share owned by such Zeekr shareholder must complete all Applicable ODI Filings on its own or by its affiliate prior to the election deadline. Any election to receive the Per Share Stock Consideration made by or on behalf of a PRC ODI Investor will not be considered validly made unless, prior to the election deadline, all Applicable ODI Filings applicable to such PRC ODI Investor have been completed and remain in full force and effect, and satisfactory documentary evidence thereof has been provided or otherwise made available to Geely. “PRC ODI Investor” means any person who or whose affiliate is required to complete any NDRC Filings, MOFCOM Filings or SAFE Filings (each as defined under the Merger Agreement) in connection with its receipt of the Per Share Stock Consideration in the Merger pursuant to the terms of the Merger Agreement (such NDRC Filings, MOFCOM Filings and SAFE Filings, to the extent required to be completed by such person or its affiliate prior to its receipt of the applicable stock consideration, such person’s “Applicable ODI Filings”). You should consult your own PRC counsel if you are in any doubt whether you are a PRC ODI Investor.

Pursuant to the terms of the deposit agreement, dated as of May 9, 2024 (as may be amended and supplemented from time to time, the “Zeekr Deposit Agreement”), by and among the Company, The Bank of New York Mellon (the “Depositary”), and the holders and beneficial owners of Zeekr ADSs issued thereunder, the Zeekr ADS holders will pay any applicable fees, charges and expenses of the Depositary and government charges (other than withholding taxes, if any) due to or incurred by the Depositary in connection with the cancellation of their Zeekr ADSs (and the underlying Zeekr Shares). The Surviving Corporation will pay any applicable fees, charges and expenses of the Depositary and government charges (other than withholding taxes, if any) due to or incurred by the Depositary in connection with the distribution of the Merger Consideration to Zeekr ADS holders and the termination of the Zeekr ADS program or facility (other than (A) the Zeekr ADS cancellation fee and the Depositary’s depositary services fee, which shall be payable by the holders of the Zeekr ADSs in accordance with the Zeekr Deposit Agreement and (B) those fees imposed by the Depositary upon holders of Geely ADSs in connection with the issuance of Geely ADSs in connection with the Transactions, which shall be payable by Geely).

Notwithstanding the foregoing, if the Merger is completed, the following Zeekr Shares and Zeekr ADSs shall not be cancelled in exchange for the right to receive the Per Share Merger Consideration or the Per ADS Merger Consideration, as applicable, described above, but shall be cancelled, shall no longer be issued and outstanding and shall cease to exist at the Effective Time as follows:

At the Effective Time, without any action on the part of the holders thereof, each Zeekr RSU Award that is outstanding and vested as of immediately prior to the Effective Time shall be converted into a number of Geely Shares equal to the product obtained by multiplying (i) the applicable number of Zeekr Shares subject to such Zeekr RSU Award immediately prior to the Effective Time by (ii) 1.23, rounded to the nearest whole share.

At the Effective Time, without any action on the part of the holders thereof, each Zeekr RSU Award that is outstanding and unvested immediately prior to the Effective Time shall be assumed by Geely and converted into an award of Geely Shares pursuant to the share award scheme of Geely, adopted by Geely on August 30, 2021, as amended on April 28, 2023 (each, a “Geely Share Award”) with respect to a number of Geely Shares equal to the product obtained by multiplying (i) the applicable number of Zeekr Shares subject to such Zeekr RSU Award immediately prior to the Effective Time by (ii) 1.23, rounded to the nearest whole share. Each Geely Share Award shall continue to have, and shall be subject to, substantially the same terms and conditions as applied to the corresponding Zeekr RSU Award immediately prior to the Effective Time (taking into account any changes thereto by reason of the Merger Agreement or the Merger).

The Buyer intends to fund the cash merger consideration through Geely’s internal resources, or if necessary, debt financing. The Buyer intends to fund the stock merger consideration through issuance of Geely Shares (including Geely Shares represented by Geely ADSs) in connection with the Merger.

On July 15, 2025, a special committee of the board of directors of the Company (the “Board”), composed solely of independent and disinterested directors (the “Special Committee”), acting with full power and authority delegated by the Board, reviewed and considered the terms and conditions of the Merger Agreement, the Plan of Merger, and the Transactions, including the Merger. The Special Committee, after consultation with its financial advisor and legal counsel and due consideration of all relevant factors, unanimously (a) determined that the execution by the Company of the Merger Agreement and the Plan of Merger and the consummation of the Transactions, including the Merger, are fair and in the best interest of the Company and its shareholders, and declared it advisable for the Company to enter into the Merger Agreement, the Plan of Merger and the consummation of the Transactions, including the Merger, and (b) recommended the approval and authorization of the Merger Agreement, the Plan of Merger and the Transactions, including the Merger, to the Board.

On July 15, 2025, the Board, acting upon the unanimous recommendation of the Special Committee, (a) determined that the execution by the Company of the Merger Agreement and the Plan of Merger and the consummation of the Transactions, including the Merger, are fair to and in the best interest of the Company and its shareholders, and declared it advisable, for the Company to enter into the Merger Agreement and the Plan of Merger and to consummate the Transactions, including the Merger, (b) authorized and approved the execution, delivery and performance of the Merger Agreement and the Plan of Merger and the consummation of the Transactions, including the Merger, and (c) resolved to recommend in favor of the authorization and approval of the Merger Agreement, the Plan of Merger and the Transactions, including the Merger, to the Company’s shareholders and to direct that the Merger Agreement, the Plan of Merger and the Transactions, including the Merger, be submitted to the shareholders of the Company for their approval and authorization at an extraordinary general meeting of the Company’s shareholders.

Accordingly, the Board recommends that you vote FOR the proposal to authorize and approve the Merger Agreement, the Plan of Merger, and the consummation of the Transactions, including (i) the Merger, and (ii) upon the Merger becoming effective, the amendment and restatement of the third amended and restated memorandum and articles of association of the Company by deletion in their entirety and the substitution in their place of the fourth amended and restated memorandum and articles of association of the Company (as the Surviving Company), in the form attached as Annexure 2 to the Plan of Merger (the “Adoption of Amended M&A”), FOR the proposal to authorize each of the members of the Special Committee, Mr. Conghui An and Mr. Jing Yuan to do all things necessary to give effect to the Merger Agreement, the Plan of Merger, and the Transactions, including the Merger and upon the Merger becoming effective, the Adoption of Amended M&A, and FOR the proposal to adjourn the EGM in order to allow the Company to solicit additional proxies in the event that there are insufficient proxies received at the time of the EGM to pass the resolutions to be proposed at the EGM.

The Merger cannot be completed unless the Merger Agreement, the Plan of Merger and the consummation of the Transactions, including the Merger, are authorized and approved by a special resolution (as defined in the Cayman Islands Companies Act) of the Company passed by an affirmative vote of holders of Zeekr Shares representing at least two-thirds of votes cast by such holders as, being entitled so to do, vote in person or, in the case of such holders as are corporations, by their respective duly authorized representative or, where proxies are allowed, by proxy, as a single class, at the EGM or any adjournment or postponement thereof. As of the date of the accompanying proxy statement, the Buyer and its subsidiaries beneficially own in the aggregate 1,668,996,860 Zeekr Shares (including Zeekr Shares represented by Zeekr ADSs), which represent approximately 65.2% of the total issued and outstanding Zeekr Shares and approximately 65.2% of the total voting power of the total issued and outstanding Zeekr Shares, all of which will be voted in favor of the authorization and approval of the Merger Agreement, the Plan of Merger and the consummation of the Transactions, including the Merger. Accordingly, based on the 2,561,728,021 Zeekr Shares expected to be issued and outstanding (excluding Zeekr Shares issued to the Depositary and reserved for exercise of outstanding Zeekr RSU Awards) on August 14, 2025, the record date for voting Zeekr Shares at the EGM (the “Share Record Date”), and assuming that all shareholders of the Company will be present and voting in person or by proxy at the EGM and that the Buyer and its subsidiaries will vote all their Zeekr Shares (including Zeekr Shares represented by Zeekr ADSs) in favor of the special resolution and a quorum will be present at the EGM, the approval of the special resolution to be proposed at the EGM will require an additional 38,821,821 Zeekr Shares owned by the holders of Zeekr Shares other than the Buyer or its subsidiaries, representing approximately 1.5% of the voting power of the total issued and outstanding Zeekr Shares as of the Share Record Date, to be voted in favor of such special resolution.

The accompanying proxy statement provides detailed information about the Merger and the EGM. We encourage you to read the entire document and all of the attachments and other documents referred to or incorporated by reference herein carefully. You may also obtain more information about the Company from documents the Company has filed with the United States Securities and Exchange Commission (the “SEC”), which are available for free at the SEC’s website at www.sec.gov.

The Buyer and its subsidiaries will exercise its rights as registered shareholder of the Company to demand poll voting at the EGM and accordingly voting will take place by poll voting. The effect of poll voting is that the number of votes each holder has will depend on the number of Zeekr Shares held by such holder. If you receive more than one proxy card because you own Zeekr Shares that are registered in different names, please vote all of your Zeekr Shares shown on each of your proxy cards in accordance with the instructions set forth on the proxy card. Whether or not you plan to attend the EGM, please complete the accompanying proxy card, in accordance with the instructions set forth on the proxy card, as promptly as possible. The deadline to lodge your proxy card is September 13, 2025 at 10:00 a.m. (Beijing time), being 48 hours before the time appointed for the EGM. Each registered holder of Zeekr Shares has one vote for each Zeekr Share held as of 10:00 a.m. New York City time on the Share Record Date.

Completing the proxy card in accordance with the instructions set forth on the proxy card will not deprive you of your right to attend the EGM and vote your Zeekr Shares in person. Please note, however, that if you hold your Zeekr Shares through a financial intermediary such as a broker, bank or nominee, you must rely on the procedures of the financial intermediary through which you hold your Zeekr Shares if you wish to vote at the EGM.

The Company will instruct the Depositary to deliver to holders of Zeekr ADS holders as of August 14, 2025 (the “ADS Record Date”) an ADS Voting Instruction Card, the form of which is attached as Annex G to the accompanying proxy statement, and holders of Zeekr ADS as of the ADS Record Date will have the right to instruct the Depositary how to vote the Zeekr Shares underlying their Zeekr ADSs at the EGM, subject to and in accordance with the terms of the Zeekr Deposit Agreement. A copy of the Zeekr Deposit Agreement is available free of charge at the SEC’s website at www.sec.gov.

Registered Zeekr ADS holders are strongly urged to sign, complete and return the ADS Voting Instruction Card to the Depositary in accordance with the instructions printed thereon as soon as possible and, in any event, so as to be received by the Depositary no later than 12:00 noon (New York time) on September 10, 2025 (or if the EGM is adjourned, such later date as may be notified by the Company or the Depositary).

As the registered holder of the Zeekr Shares represented by Zeekr ADSs, the Depositary will endeavor to vote (or will endeavor to cause the vote of) the Zeekr Shares represented by Zeekr ADSs at the EGM in accordance with the voting instructions, the form of which is attached as Annex G to the accompanying proxy statement, timely and actually received from holders of Zeekr ADSs at the close of business in New York City on the ADS Record Date. The Depositary must actually receive such instructions no later than 12:00 noon (New York City time) on September 10, 2025. Pursuant to Section 4.7 of the Zeekr Deposit Agreement, the Depositary will not itself exercise any voting discretion in respect of any Zeekr Shares represented by Zeekr ADSs. Accordingly, Zeekr Shares represented by Zeekr ADSs, for which voting instructions fail to specify the manner in which the Depositary is to vote or no timely voting instructions are received by the Depositary, will not be voted. If you hold your Zeekr ADSs in a securities account with a broker, bank or other intermediary, you must rely on the procedures of such intermediary if you wish to vote.

Holders of Zeekr ADSs will not be able to attend or vote at the EGM directly (whether in person or by proxy) unless they surrender their Zeekr ADSs for delivery of Zeekr Shares and become registered in the Company’s register of members as holders of Zeekr Shares prior to the close of business in the Cayman Islands on the Share Record Date. Zeekr ADS holders who wish to attend and vote at the EGM need to make arrangements with their broker or custodian to deliver the Zeekr ADSs to the Depositary for cancellation sufficiently in advance, together with (a) delivery instructions for the corresponding Zeekr Shares represented by such Zeekr ADSs (including, if applicable, the name and address of person who will be the registered holder of such Zeekr Shares), and (b) payment of Depositary’s fees associated with such cancellation (US$5.00 per 100 Zeekr ADSs (or portion thereof) to be cancelled and a wire fee of US$17.50 per transaction), which will not be borne by the Surviving Company, and any applicable taxes. If you hold your Zeekr ADSs in a securities account with a broker, bank or other intermediary, please promptly contact your broker, bank or other intermediary to find out what actions you need to take to instruct the broker, bank or other intermediary to surrender the Zeekr ADSs on your behalf. Upon surrender of the Zeekr ADSs, the Depositary will direct The Hongkong and Shanghai Banking Corporation Limited, the custodian holding the Zeekr Shares, to deliver, or cause the delivery of, the Zeekr Shares represented by the Zeekr ADSs so cancelled to or upon the written order of the person(s) designated in the order delivered to the Depositary for such purpose. If you hold Zeekr ADSs through a broker or other securities intermediary, you should contact that broker or intermediary to determine the date by which you must instruct them to act in order that the necessary processing can be completed in time. If after the registration of Zeekr Shares in your name you wish to receive a certificate evidencing the Zeekr Shares registered in your name, you will need to request the Company to instruct its registered office provider or share registrar to issue and mail a certificate to your attention. If the Merger is not consummated, the Company will continue to be a publicly traded company in the United States and Zeekr ADSs will continue to be listed on NYSE, provided that the Company continues to meet the NYSE’s listing requirements. Zeekr Shares are not listed and cannot be traded on any stock exchange other than the NYSE, and in such case only as represented by Zeekr ADSs. As a result, if you have surrendered your Zeekr ADSs to attend the EGM and the Merger is not consummated and you wish to be able to sell your Zeekr Shares on a stock exchange, you will need to deposit your Zeekr Shares into the Company’s ADS program for the issuance of the corresponding number of Zeekr ADSs, subject to the terms and conditions of applicable law and the Zeekr Deposit Agreement, including, among other things, payment of relevant fees of the Depositary for the issuance of Zeekr ADSs (US$5.00 per 100 Zeekr ADS (or portion thereof) issued), applicable share transfer taxes (if any), and related charges pursuant to the Zeekr Deposit Agreement.

Shareholders who are Hong Kong Non-Professional Investors and who have validly exercised and not effectively withdrawn or otherwise lost their rights to dissent from the Merger in accordance with Section 238, a copy of which is attached as Annex D to the accompanying proxy statement, will have the right to receive payment of the fair value of their Zeekr Shares as determined in accordance with Section 238 if the Merger is completed, but only if they deliver to the Company, before the vote to authorize and approve the Merger is taken at the EGM, a written objection to the Merger and subsequently comply with all procedures and requirements of Section 238 for the exercise of dissenters’ rights. The fair value of your Zeekr Shares as determined under the Cayman Islands Companies Act could be more than, the same as, or less than the Merger Consideration you would receive pursuant to the Merger Agreement if you do not exercise dissenters’ rights with respect to your Zeekr Shares.

ZEEKR ADS HOLDERS (INCLUDING THOSE WHO ARE HONG KONG NON-PROFESSIONAL INVESTORS) WILL NOT HAVE THE RIGHT TO DISSENT FROM THE MERGER AND RECEIVE PAYMENT OF THE FAIR VALUE OF THE ZEEKR SHARES UNDERLYING THEIR ZEEKR ADSS. THE DEPOSITARY WILL NOT ATTEMPT TO EXERCISE ANY DISSENTERS’ RIGHTS WITH RESPECT TO ANY OF THE ZEEKR SHARES THAT IT HOLDS, EVEN IF A ZEEKR ADS HOLDER REQUESTS THE DEPOSITARY TO DO SO.

ZEEKR ADS HOLDERS WHO ARE HONG KONG NON-PROFESSIONAL INVESTORS AND WISH TO DISSENT FROM THE MERGER MUST SURRENDER THEIR ZEEKR ADSS TO THE DEPOSITARY, PAY THE DEPOSITARY’S FEES REQUIRED FOR THE CANCELLATION OF THE ZEEKR ADSS, AND PROVIDE INSTRUCTIONS FOR THE REGISTRATION OF THE CORRESPONDING ZEEKR SHARES SUFFICIENTLY IN ADVANCE, AND BECOME REGISTERED HOLDERS OF ZEEKR SHARES BEFORE THE VOTE TO AUTHORIZE AND APPROVE THE MERGER IS TAKEN AT THE EGM. THEREAFTER, SUCH FORMER ZEEKR ADS HOLDERS WHO ARE HONG KONG NON-PROFESSIONAL INVESTORS MUST COMPLY WITH THE PROCEDURES AND REQUIREMENTS FOR EXERCISING DISSENTERS’ RIGHTS WITH RESPECT TO THE ZEEKR SHARES UNDER SECTION 238 OF THE CAYMAN ISLANDS COMPANIES ACT. IT IS DIFFICULT TO PREDICT HOW LONG THE STEPS DESCRIBED ABOVE MAY TAKE. ZEEKR ADS HOLDERS THAT WISH TO SURRENDER THEIR ZEEKR ADSS TO BECOME REGISTERED HOLDERS OF ZEEKR SHARES ARE ADVISED TO TAKE ACTION AS SOON AS POSSIBLE. IF THE MERGER IS NOT COMPLETED, THE COMPANY WILL CONTINUE TO BE A PUBLIC COMPANY IN THE U.S., AND THE ZEEKR ADSS WILL CONTINUE TO BE LISTED ON THE NYSE, PROVIDED THAT THE COMPANY CONTINUES TO MEET THE NYSE’S LISTING REQUIREMENTS. THE ZEEKR SHARES ARE NOT LISTED AND CANNOT BE TRADED ON ANY STOCK EXCHANGE OTHER THAN THE NYSE, AND IN SUCH CASE ONLY AS REPRESENTED BY ZEEKR ADSS.

AS A RESULT, IF A FORMER ZEEKR ADS HOLDER (INCLUDING THOSE WHO ARE HONG KONG NON-PROFESSIONAL INVESTORS) HAS CANCELLED HIS, HER OR ITS ZEEKR ADSS TO EXERCISE DISSENTERS’ RIGHTS AND THE MERGER IS NOT COMPLETED AND SUCH FORMER ZEEKR ADS HOLDER WISHES TO BE ABLE TO SELL HIS, OR HER OR ITS ZEEKR SHARES ON A STOCK EXCHANGE, SUCH FORMER ZEEKR ADS HOLDER WILL NEED TO DEPOSIT HIS, OR HER OR ITS ZEEKR SHARES INTO THE COMPANY’S ADS PROGRAM FOR THE ISSUANCE OF THE CORRESPONDING NUMBER OF ZEEKR ADSS, SUBJECT TO THE TERMS AND CONDITIONS OF APPLICABLE LAW AND THE ZEEKR DEPOSIT AGREEMENT, INCLUDING, AMONG OTHER THINGS, PAYMENT OF RELEVANT FEES OF THE DEPOSITARY FOR THE ISSUANCE OF ZEEKR ADSS (US$5.00 PER 100 ZEEKR ADSs (OR PORTION THEREOF) ISSUED) AND ANY APPLICABLE STOCK TRANSFER TAXES (IF ANY) AND RELATED CHARGES PURSUANT TO THE ZEEKR DEPOSIT AGREEMENT.

Neither the SEC nor any securities commission of any State of the U.S. has (a) approved or disapproved of the Merger; (b) passed upon the merits or fairness of the Merger; or (c) passed upon the adequacy or accuracy of any disclosure, whether in the Merger Agreement, this Proxy Statement, or any documents filed or furnished with the SEC in connection with the Merger. Any representation to the contrary is a criminal offense in the U.S.

If you have any questions or need assistance voting your Zeekr Shares or Zeekr ADSs, please e-mail our Investor Relations Department at ir@zeekrlife.com. Registered Zeekr ADS holders who have any questions should contact the Depositary using the contact details provided on the ADS Voting Instruction Card. Zeekr ADS holders who hold Zeekr ADSs indirectly should contact their bank, broker, financial institution or administrator through which such Zeekr ADSs are held.

Thank you for your cooperation and continued support.

The accompanying proxy statement is dated August 4, 2025, and is first being mailed to the holders of Zeekr Shares and the holders of Zeekr ADS on or about August 26, 2025.

ZEEKR INTELLIGENT TECHNOLOGY HOLDING LIMITED

NOTICE OF EXTRAORDINARY GENERAL MEETING OF

SHAREHOLDERS TO BE HELD ON SEPTEMBER 15, 2025

Dear Shareholder:

Notice is hereby given that an extraordinary general meeting of the shareholders of ZEEKR Intelligent Technology Holding Limited (referred to herein alternately as the “Company,” “us,” “we” or other terms correlative thereto), will be held on September 15, 2025 at 10:00 a.m. (Beijing time) at Room 5203, Building 1, Dadao Wangchao Shangwu Center, Yingfeng Street, Xiaoshan District, Hangzhou, Zhejiang Province, China (the “EGM”).

Only registered holders of ordinary shares of the Company, par value US$0.0002 per share (each, a “Zeekr Share” and collectively, the “Zeekr Shares”), as of 10:00 a.m. New York City time on August 14, 2025 (the “Share Record Date”) or their proxy holders are entitled to attend and vote at this EGM or any adjournment thereof. At the EGM, you will be asked to consider and vote upon the following resolutions:

THAT the Agreement and Plan of Merger, dated as of July 15, 2025 (the “Merger Agreement”), among the Company, Geely Automobile Holdings Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands and listed on the Hong Kong Stock Exchange under stock code “0175” (“Geely”), and Keystone Mergersub Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands and a wholly-owned subsidiary of Geely (“Merger Sub”), pursuant to which the Merger Sub will merge with and into the Company, with the Company being the surviving company of the Merger (the “Surviving Company”) and becoming a wholly-owned subsidiary of Geely (the “Merger”) (such Merger Agreement being in the form attached as Annex A to the proxy statement accompanying this notice of EGM and which will be produced and made available for inspection at the EGM), the plan of merger required to be filed with the Registrar of Companies of the Cayman Islands in connection with the Merger (the “Plan of Merger”) (such Plan of Merger being substantially in the form attached as Annex B to the proxy statement accompanying this notice of EGM and which will be produced and made available for inspection at the EGM) and the transactions contemplated by the Merger Agreement and the Plan of Merger (collectively, the “Transactions”), including (i) the Merger, and (ii) upon the Merger becoming effective, the amendment and restatement of the third amended and restated memorandum and articles of association of the Company by their deletion in their entirety and the substitution in their place of the fourth amended and restated memorandum and articles of association of the Company (as the Surviving Company), in the form attached as Annexure 2 to the Plan of Merger (the “Adoption of Amended M&A”), be approved and authorized by the Company;

THAT each of the members of the Special Committee, Mr. Conghui An and Mr. Jing Yuan to do all things necessary to give effect to the Merger Agreement, the Plan of Merger, and the Transactions, including the Merger, and upon the Merger becoming effective, the Adoption of Amended M&A; and

THAT the EGM be adjourned in order to allow the Company to solicit additional proxies in the event that there are insufficient proxies received at the time of the EGM to pass the resolutions to be proposed at the EGM.

Please refer to the accompanying proxy statement, which is attached to and made a part of this notice. A list of the Company’s shareholders will be available at its principal executive offices at Room 2301, Building 1, Dadao Wangchao Shangwu Center, Yingfeng Street, Xiaoshan District, Hangzhou, Zhejiang 311215, People’s Republic of China, during ordinary business hours for the two business days immediately prior to the EGM.

Pursuant to the Merger Agreement, the Buyer will vote all of the Zeekr Shares (including Zeekr Shares represented by American depositary shares (“Zeekr ADSs”)) beneficially owned by it or any of its subsidiaries in favor of the authorization and approval of the Merger Agreement, the Plan of Merger and the consummation of the Transactions, including the Merger. As of the date of this notice, the Buyer and its subsidiaries collectively beneficially own 1,668,996,860 Zeekr Shares (including Zeekr Shares represented by Zeekr ADSs), which represent approximately 65.2% in number and approximately 65.2% in voting rights of the issued and outstanding Zeekr Shares.

After careful consideration and upon the unanimous recommendation of the Special Committee, the Board (acting by all directors who are present and entitled to vote) (a) determined that the execution by the Company of the Merger Agreement and the Plan of Merger and the consummation of the Transactions, including the Merger, are fair to and in the best interest of the Company and its shareholders, and declared it advisable, for the Company to enter into the Merger Agreement and the Plan of Merger and to consummate the Transactions, including the Merger, (b) authorized and approved the execution, delivery and performance of the Merger Agreement and the Plan of Merger and the consummation of the Transactions, including the Merger, and (c) resolved to recommend in favor of the authorization and approval of the Merger Agreement, the Plan of Merger and the Transactions, including the Merger, to the Company’s shareholders and to direct that the Merger Agreement, the Plan of Merger and the Transactions, including the Merger, be submitted to the shareholders of the Company for their approval and authorization at an extraordinary general meeting of the Company’s shareholders. The Board recommends that you vote FOR the proposal to authorize and approve the Merger Agreement, the Plan of Merger, and the consummation of the Transactions, including (i) the Merger, and (ii) upon the Merger becoming effective, the Adoption of Amended M&A, FOR the proposal to authorize each of the members of the Special Committee, Mr. Conghui An and Mr. Jing Yuan to do all things necessary to give effect to the Merger Agreement, the Plan of Merger, and the Transactions, including the Merger and upon the Merger becoming effective, the Adoption of Amended M&A, and FOR the proposal to adjourn the EGM in order to allow the Company to solicit additional proxies in the event that there are insufficient proxies received at the time of the EGM to pass the resolutions to be proposed at the EGM.

Regardless of the number of Zeekr Shares that you own, your vote is very important. The Merger cannot be completed unless the Merger Agreement, the Plan of Merger and the consummation of the Transactions, including the Merger, are authorized and approved by a special resolution (as defined in the Companies Act (As Revised) of the Cayman Islands, as amended, modified, or re-enacted from time to time (the “Cayman Islands Companies Act”)) of the Company passed by an affirmative vote of holders of Zeekr Shares representing at least two-thirds of votes cast by such holders as, being entitled so to do, vote in person or, in the case of such holders as are corporations, by their respective duly authorized representative or, where proxies are allowed, by proxy as a single class, at the EGM or any adjournment or postponement thereof. As of the date of the accompanying proxy statement, the Buyer and its subsidiaries beneficially own in the aggregate 1,668,996,860 Zeekr Shares (including Zeekr Shares represented by Zeekr ADSs), which represent approximately 65.2% of the total voting power of the total issued and outstanding Zeekr Shares. Accordingly, based on the 2,561,728,021 Zeekr Shares expected to be issued and outstanding (excluding Zeekr Shares issued to the Depositary and reserved for exercise of outstanding Zeekr RSU Awards) on the Share Record Date, and assuming that all shareholders of the Company will be present and voting in person or by proxy at the EGM and that the Buyer and its subsidiaries will vote all their Zeekr Shares (including Zeekr Shares represented by Zeekr ADSs) in favor of the special resolution and a quorum will be present at the EGM, the approval of the special resolution to be proposed at the EGM will require an additional 38,821,821 Zeekr Shares owned by the holders of Zeekr Shares other than the Buyer or its subsidiaries, representing approximately 1.5% of the voting power of the total issued and outstanding Zeekr Shares as of the Share Record Date, to be voted in favor of such special resolution.

Regardless of whether you plan to attend the EGM in person, we request that you submit your proxy in accordance with the instructions set forth on the proxy card as promptly as possible. To be valid, your proxy card must be completed, signed and returned to the Company’s offices (to the attention of: Investor Relations Department) at Room 2301, Building 1, Dadao Wangchao Shangwu Center, Yingfeng Street, Xiaoshan District, Hangzhou, Zhejiang 311215, People’s Republic of China, no later than 10:00 a.m. (Beijing time), September 13, 2025, being 48 hours before the time appointed for the EGM. The proxy card is the “instrument of proxy” and the “instrument appointing a proxy” as referred to in the Company’s articles of association. The Buyer and its subsidiaries will exercise its rights as registered shareholder of the Company to demand poll voting at the EGM and accordingly voting will take place by poll voting. The effect of poll voting is that the number of votes each holder has will depend on the number of Zeekr Shares held by such holder. Each registered holder of Zeekr Shares has one vote for each Zeekr Share held as of 10:00 a.m. New York City time on the Share Record Date. If you receive more than one proxy card because you own Zeekr Shares that are registered in different names, please vote all of your Zeekr Shares shown on each of your proxy cards in accordance with the instructions set forth on the proxy card.

Completing the proxy card in accordance with the instructions set forth on the proxy card will not deprive you of your right to attend the EGM and vote your Zeekr Shares in person. Please note, however, that if your Zeekr Shares are registered in the name of a broker, bank or other nominee, and you wish to vote at the EGM in person, you must obtain from the record holder a legal proxy issued in your name.

If you abstain from voting, fail to cast your vote in person, fail to complete and return your proxy card in accordance with the instructions set forth on the proxy card, or fail to give voting instructions to your broker, bank or other intermediary, your vote will not be counted.

When proxies are properly dated, executed and returned by holders of Zeekr Shares, the Zeekr Shares they represent will be voted at the EGM in accordance with the instructions of such shareholders. If no specific instructions are given by such shareholders, such Zeekr Shares will be voted “FOR” the proposals as described above, unless you appoint a person other than the chairman of the EGM as your proxy, in which case the Zeekr Shares represented by your proxy card will be voted (or not submitted for voting) as your proxy determines.

If you own Zeekr ADSs as of the close of business in New York City on August 14, 2025 (the “ADS Record Date”) (and do not surrender such Zeekr ADSs and become a registered holder of the Zeekr Shares underlying such Zeekr ADSs as explained below), you cannot vote at the EGM directly, but you may give voting instructions, the form of which is attached as Annex G to the accompanying proxy statement, to The Bank of New York Mellon, (the “Depositary”), in its capacity as the Depositary and the holder of the Zeekr Shares underlying your Zeekr ADSs, how to vote the Zeekr Shares underlying your Zeekr ADSs by completing and signing the Zeekr ADS voting instruction card and returning it in accordance with the instructions printed on it as soon as possible. The Depositary must receive your instructions no later than 12:00 noon (New York City time) on September 10, 2025 in order to ensure the Zeekr Shares underlying your Zeekr ADSs are properly voted at the EGM. If you hold your Zeekr ADSs in a securities account with a broker, bank or other intermediary, you must rely on the procedures of such intermediary if you wish to vote.

Alternatively, if you own Zeekr ADSs as of the close of business in New York City on the ADS Record Date, you may vote at the EGM directly if you surrender your Zeekr ADSs and become a registered holder of the Zeekr Shares underlying your Zeekr ADSs prior to the close of business in the Cayman Islands on August 14, 2025, the Share Record Date. If you wish to surrender your Zeekr ADSs for the purpose of voting Zeekr Shares directly, you need to make arrangements to deliver your Zeekr ADSs to the Depositary for cancellation sufficiently in advance, together with (a) delivery instructions for the corresponding Zeekr Shares (name and address of person who will be the registered holder of such Zeekr Shares), and (b) payment of the Zeekr ADS cancellation fees (US$5.00 per 100 Zeekr ADSs (or portion thereof) to be cancelled and a wire fee of US$17.50 per transaction pursuant to the terms of the deposit agreement, dated as of May 9, 2024, by and among the Company, the Depositary, and the holders and beneficial owners of Zeekr ADSs issued thereunder (the “Zeekr Deposit Agreement”)), which will not be borne by the Company, and any applicable taxes. If you hold your Zeekr ADSs in a securities account with a broker, bank or other intermediary, please contact your broker, bank or other intermediary to find out what actions you need to take to instruct the broker, bank or other intermediary to surrender the Zeekr ADSs on your behalf. It is difficult to predict how long the steps described above may take. Zeekr ADS holders that wish to surrender their Zeekr ADSs to become registered holders of Zeekr Shares are advised to take action as soon as possible.

Shareholders who are Hong Kong Non-Professional Investors and who have validly exercised and not effectively withdrawn or otherwise lost their rights to dissent from the Merger in accordance with Section 238, a copy of which is attached as Annex D to the accompanying proxy statement, will have the right to receive payment of the fair value of their Zeekr Shares as determined in accordance with Section 238 if the Merger is completed, but only if they deliver to the Company, before the vote to authorize and approve the Merger is taken at the EGM, a written objection to the Merger and subsequently comply with all procedures and requirements of Section 238 for the exercise of dissenters’ rights. The fair value of your Zeekr Shares as determined under the Cayman Islands Companies Act could be more than, the same as, or less than the Merger Consideration you would receive pursuant to the Merger Agreement if you do not exercise dissenters’ rights with respect to your Zeekr Shares.

ZEEKR ADS HOLDERS (INCLUDING THOSE WHO ARE HONG KONG NON-PROFESSIONAL INVESTORS) WILL NOT HAVE THE RIGHT TO DISSENT FROM THE MERGER AND RECEIVE PAYMENT OF THE FAIR VALUE OF THE ZEEKR SHARES UNDERLYING THEIR ZEEKR ADSS. THE DEPOSITARY WILL NOT ATTEMPT TO EXERCISE ANY DISSENTERS’ RIGHTS WITH RESPECT TO ANY OF THE ZEEKR SHARES THAT IT HOLDS, EVEN IF A ZEEKR ADS HOLDER REQUESTS THE DEPOSITARY TO DO SO.

ZEEKR ADS HOLDERS WHO ARE HONG KONG NON-PROFESSIONAL INVESTORS AND WISH TO DISSENT FROM THE MERGER MUST SURRENDER THEIR ZEEKR ADSS TO THE DEPOSITARY, PAY THE DEPOSITARY’S FEES REQUIRED FOR THE CANCELLATION OF THE ZEEKR ADSS, AND PROVIDE INSTRUCTIONS FOR THE REGISTRATION OF THE CORRESPONDING ZEEKR SHARES SUFFICIENTLY IN ADVANCE, AND BECOME REGISTERED HOLDERS OF ZEEKR SHARES BEFORE THE VOTE TO AUTHORIZE AND APPROVE THE MERGER IS TAKEN AT THE EGM. THEREAFTER, SUCH FORMER ZEEKR ADS HOLDERS WHO ARE HONG KONG NON-PROFESSIONAL INVESTORS MUST COMPLY WITH THE PROCEDURES AND REQUIREMENTS FOR EXERCISING DISSENTERS’ RIGHTS WITH RESPECT TO THE ZEEKR SHARES UNDER SECTION 238. IT IS DIFFICULT TO PREDICT HOW LONG THE STEPS DESCRIBED ABOVE MAY TAKE. ZEEKR ADS HOLDERS THAT WISH TO SURRENDER THEIR ZEEKR ADSS TO BECOME REGISTERED HOLDERS OF ZEEKR SHARES ARE ADVISED TO TAKE ACTION AS SOON AS POSSIBLE. IF THE MERGER IS NOT COMPLETED, THE COMPANY WILL CONTINUE TO BE A PUBLIC COMPANY IN THE U.S., AND THE ZEEKR ADSS WILL CONTINUE TO BE LISTED ON THE NYSE, PROVIDED THAT THE COMPANY CONTINUES TO MEET THE NYSE’S LISTING REQUIREMENTS. THE ZEEKR SHARES ARE NOT LISTED AND CANNOT BE TRADED ON ANY STOCK EXCHANGE OTHER THAN THE NYSE, AND IN SUCH CASE ONLY AS REPRESENTED BY ZEEKR ADSS.

AS A RESULT, IF A FORMER ZEEKR ADS HOLDER (INCLUDING THOSE WHO ARE HONG KONG NON-PROFESSIONAL INVESTORS)HAS CANCELLED HIS, HER OR ITS ZEEKR ADSS TO EXERCISE DISSENTERS’ RIGHTS AND THE MERGER IS NOT COMPLETED AND SUCH FORMER ZEEKR ADS HOLDER WISHES TO BE ABLE TO SELL HIS, OR HER OR ITS ZEEKR SHARES ON A STOCK EXCHANGE, SUCH FORMER ZEEKR ADS HOLDER WILL NEED TO DEPOSIT HIS, OR HER OR ITS ZEEKR SHARES INTO THE COMPANY’S ADS PROGRAM FOR THE ISSUANCE OF THE CORRESPONDING NUMBER OF ZEEKR ADSS, SUBJECT TO THE TERMS AND CONDITIONS OF APPLICABLE LAW AND THE ZEEKR DEPOSIT AGREEMENT, INCLUDING, AMONG OTHER THINGS, PAYMENT OF RELEVANT FEES OF THE DEPOSITARY FOR THE ISSUANCE OF ZEEKR ADSS (US$5.00 PER 100 ZEEKR ADS (OR PORTION THEREOF) ISSUED) AND ANY APPLICABLE STOCK TRANSFER TAXES (IF ANY) AND RELATED CHARGES PURSUANT TO THE ZEEKR DEPOSIT AGREEMENT.

If you have any questions or need assistance voting your Zeekr Shares or Zeekr ADSs, please e-mail our Investor Relations Department at ir@zeekrlife.com.

The Merger Agreement, the Plan of Merger and the Transactions, including the Merger, are described in the accompanying proxy statement. Copies of the Merger Agreement and the Plan of Merger are included as Annex A and Annex B, respectively, to the accompanying proxy statement. We urge you to read the entire accompanying proxy statement carefully.

Notes:

ZEEKR INTELLIGENT TECHNOLOGY HOLDING LIMITED

PROXY STATEMENT

Dated August 4, 2025

SUMMARY VOTING INSTRUCTIONS

Ensure that your shares, including shares represented by Zeekr ADSs, of ZEEKR Intelligent Technology Holding Limited can be voted at the EGM by submitting your proxy or contacting your broker, bank or other intermediary.

If your Zeekr Shares are registered in the name of a broker, bank or other nominee: check the voting instruction card forwarded by your broker, bank or other nominee to see which voting options are available or contact your broker, bank or other nominee in order to obtain directions as to how to ensure that your Zeekr Shares are voted at the EGM.

If your Zeekr Shares are registered in your name: submit your proxy as soon as possible by signing, dating and returning the accompanying proxy card in the enclosed postage-paid envelope, so that your Zeekr Shares can be voted at the EGM in accordance with your instructions.

If you submit your proxy card without indicating how you wish to vote, the Zeekr Shares represented by your proxy will be voted in favor of the resolutions to be proposed at the EGM, unless you appoint a person other than the chairman of the EGM as your proxy, in which case the Zeekr Shares represented by your proxy will be voted (or not submitted for voting) as your proxy determines.

If your Zeekr ADSs are held in a securities account with a broker, bank or other intermediary:  check the ADS voting instructions provided by your broker, bank or other intermediary to see which voting options are available or contact your broker, bank or other intermediary in order to obtain directions as to how to ensure that the Zeekr Shares represented by your Zeekr ADSs are voted at the EGM.

If your Zeekr ADSs are registered in your name:   submit your ADS voting instruction card as soon as possible by signing, dating and returning the ADS voting instruction card, the form of which is attached hereto as Annex G, so that the Zeekr Shares represented by your Zeekr ADSs may be voted at the EGM on your behalf by the Depositary (as defined below), as the registered holder of the shares represented by your Zeekr ADSs.

If you submit your ADS voting instruction card without indicating how you wish to vote or do not submit it in a timely manner, the Depositary will not vote (or cause to be voted) the Zeekr Shares underlying your Zeekr ADSs. The Depositary will not exercise any voting discretion in respect of any Zeekr Shares underlying your Zeekr ADSs.

If you have any questions or need assistance voting your Zeekr Shares or Zeekr ADSs, please e-mail our Investor Relations Department at ir@zeekrlife.com.

TABLE OF CONTENTS
 

SUMMARY TERM SHEET

This “Summary Term Sheet” and the “Questions and Answers About the Extraordinary General Meeting and the Merger” highlight selected information contained in this proxy statement regarding the Merger (as defined below) and may not contain all of the information that may be important to your consideration of the Merger and other transactions contemplated by the Merger Agreement (as defined below) (the “Transactions”). You should carefully read this entire proxy statement and the other documents to which this proxy statement refers for a more complete understanding of the matters being considered at the EGM. In addition, this proxy statement incorporates by reference important business and financial information about the Company. You are encouraged to read all of the documents incorporated by reference into this proxy statement and you may obtain such information without charge by following the instructions in “Where You Can Find More Information” beginning on page 109. In this proxy statement, the terms “the Company,” “us,” “we” or other terms correlative thereto refer to ZEEKR Intelligent Technology Holding Limited. All references to “dollars,” “US$” and “$” in this proxy statement are to U.S. dollars, and all references to “RMB” in this proxy statement are to Renminbi, the lawful currency of the People’s Republic of China (“China”).

The Parties Involved in the Merger

The Company

The Company is an exempted company with limited liability incorporated under the laws of the Cayman Islands and the world’s leading premium new energy vehicle group.

The Company’s principal executive office is located at Room 2301, Building 1, Dadao Wangchao Shangwu Center, Yingfeng Street, Xiaoshan District, Hangzhou, Zhejiang, People’s Republic of China. Its registered office in the Cayman Islands is located at the offices of 89 Nexus Way, Camana Bay, Grand Cayman, KY1-9009, Cayman Islands.

For a description of the Company’s history, development, business and organizational structure, see the Company’s annual report on Form 20-F for the fiscal year ended December 31, 2024 filed on March 20, 2025 (“Company’s Annual Report”), which is incorporated herein by reference. Please see “Where You Can Find More Information” beginning on page 109 for a description of how to obtain a copy of the Company’s Annual Report.

Buyer

The Buyer is an exempted company with limited liability incorporated under the laws of the Cayman Islands with head office and principal place of business located at Room 2301, 23/F, Great Eagle Centre, 23 Harbour Road, Wan Chai, Hong Kong.

The Buyer is principally engaged in investment holding. The Buyer and its subsidiaries are primarily involved in the research and development, manufacturing, and trading of automobiles, automobile parts and related components, as well as investment holding. The Buyer’s shares are listed on the Main Board of the Hong Kong Stock Exchange. The Buyer’s telephone number is (852) 2598 3333.

Merger Sub

The Merger Sub is an exempted company with limited liability incorporated in the Cayman Islands on 30 May 2025 and, as at the date of this proxy statement, is a wholly-owned subsidiary of Geely. The Merger Sub is principally engaged in investment holding and was formed solely for the purpose of the Merger and the investment and financing transactions related to the Merger.

The registered office of the Merger Sub is at the offices of Maples Corporate Services Limited, PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands. The Merger Sub’s telephone number is (852) 2598 3333.

The Merger (Page 79)

You are being asked to vote to authorize and approve the Merger and the plan of merger required to be registered with the Registrar of Companies of the Cayman Islands (the “Cayman Registrar”) in connection with the Merger (the “Plan of Merger”), pursuant to which, once the Merger and the Plan of Merger are approved and authorized by the requisite vote of the shareholders of the Company and the other conditions to the completion of the transactions contemplated by the Merger Agreement are satisfied or waived in accordance with the terms of the Merger Agreement, the Merger Sub will merge with and into the Company, with the Company being the surviving company of the Merger (the “Surviving Company”) and becoming a wholly-owned subsidiary of Geely (the “Merger”). The Surviving Company will be wholly owned by Geely, and will continue to do business under the name “ZEEKR Intelligent Technology Holding Limited” following the Merger. Copies of the Merger Agreement and the form of the Plan of Merger are attached as Annex A and Annex B, respectively, to this proxy statement. You should read the Merger Agreement and the Plan of Merger in their entirety because they, and not this proxy statement, are the legal documents that govern the Merger.

Merger Consideration (Page 80)

Under the terms of the Merger Agreement, on the date the Merger becomes effective (the “Effective Time”), each Zeekr Share (as defined below) issued and outstanding immediately prior to the Effective Time, other than the Excluded Shares (as defined below), the Dissenting Shares (as defined below), the Purported Dissenting Shares (as defined below) and the Zeekr Shares represented by Zeekr ADSs (as defined below), shall be cancelled in exchange for, at the election of the holder thereof, the right to receive the following, without interest and net of any applicable withholding taxes:

For each such Zeekr Share with respect to which no election to receive either the Per Share Cash Consideration or the Per Share Stock Consideration is validly made pursuant to the Merger Agreement, such Zeekr Share shall be cancelled in exchange for the right to receive the Per Share Cash Consideration without interest and net of any applicable withholding taxes.

Under the terms of the Merger Agreement, at the Effective Time, each Zeekr ADS issued and outstanding immediately prior to the Effective Time, other than Zeekr ADSs rerpresenting Excluded Shares, together with the Zeekr Shares represented by such Zeekr ADSs, shall be cancelled in exchange for, at the election of the holder thereof, the right to receive the following, without interest and net of any applicable withholding taxes and after deduction or upon payment of applicable fees and taxes:

For each such Zeekr ADS with respect to which no election to receive either the Per ADS Cash Consideration or the Per ADS Stock Consideration is validly made pursuant to the Merger Agreement, such Zeekr ADS shall be cancelled in exchange for the right to receive the Per ADS Cash Consideration without interest and net of any applicable withholding taxes and after deduction or upon payment of applicable fees and taxes.

No fractional Geely Shares or Geely ADSs will be issued as Merger Consideration. Subject to the terms of the Merger Agreement, (i) any holder of Zeekr Shares who would otherwise be entitled to receive a fraction of a Geely Share shall, in lieu of such fraction of a Geely Share, be paid in cash the dollar amount (rounded to the nearest whole cent), without interest, determined by multiplying such fraction by the closing price of a Geely Share on the Hong Kong Stock Exchange on the last day before the closing (or if such last day is not a day on which the Hong Kong Stock Exchange is open, the immediately preceding day on which the Hong Kong Stock Exchange is open) and (ii) all fractional Geely ADSs that otherwise would be issued in connection with the Merger (or the Geely Shares represented thereby) will be aggregated and sold in one or more transactions conducted by brokers engaged by the Depositary, and the net proceeds of such sales (net of any commissions) will be distributed to all holders of fractional Geely ADSs that otherwise would be issued, in each case through customary DTC arrangements and where applicable, arrangements between such holders and their respective brokers, banks or other securities intermediaries that are direct or indirect participants of the DTC system, or at such times, in such manner and on such terms as the Depositary may determine in its reasonable discretion, in each case without interest.

Notwithstanding the foregoing, if the Merger is completed, the following Zeekr Shares and Zeekr ADSs shall not be cancelled in exchange for the right to receive the Per Share Merger Consideration or the Per ADS Merger Consideration, as applicable, described above, but shall be cancelled, shall no longer be issued and outstanding and shall cease to exist at the Effective Time as follows:

Cash or Stock Election (Page 81)

On or around the fifth (5^th) business day after August 26, 2025, or such other date that Zeekr and Geely may mutually agree (the “Election Form Mailing Date”), Geely will mail or otherwise make available the form of election (“Election Form”) to all registered holders of Zeekr Shares as of a date (the “Election Record Date”) no earlier than fifteen (15) business days before the Election Form Mailing Date. The Election Form will allow each registered holder of Zeekr Shares (including the Depositary as the registered holder of Zeekr Shares underlying the Zeekr ADSs, who shall make elections with respect to such Zeekr Shares based on instructions from the holders of the Zeekr ADSs representing such Zeekr Shares) to specify the number of Zeekr Shares with respect to which such holder elects to receive the cash consideration or the stock consideration. If a holder of Zeekr Shares (a “Zeekr Shareholder”) does not make a valid election with respect to any of its Zeekr Shares, such Zeekr Shareholder will receive the cash consideration for such Zeekr Shares in the Merger.

To make a valid election, a Zeekr Shareholder’s Election Form, duly completed and signed, together with all the other required documents as described in the Election Form, must be received by the exchange agent for the Merger as specified in the Election Form (the “Exchange Agent”), prior to the “Election Deadline”, which will be 5:00 p.m., U.S. Eastern Time, on a business day which is no earlier than the fifteenth (15th) business day after the Election Form Mailing Date and no later than the tenth (10th) business day prior to the anticipated closing date of the Merger.

The Election Deadline is not expected until the fourth quarter of 2025. Geely and Zeekr will make a public announcement or issue a press release in respect of the anticipated Election Deadline at least five business days prior to the anticipated Election Deadline. Zeekr will furnish such public announcement or press release under Form 6-k, which will be available through the SEC’s website at www.sec.gov.

If the Election Deadline is delayed, Geely and Zeekr will promptly announce the rescheduled Election Deadline.

No later than the Election Form Mailing Date, the Depositary will mail or otherwise make available the ADS form of election (“ADS Election Form”) to each registered holder of Zeekr ADSs, which will allow such holder to specify the number of Zeekr ADSs with respect to which it elects to receive the cash consideration or the stock consideration. If a registered holder of Zeekr ADSs does not make a valid election with respect to any of its Zeekr ADSs, such holder will receive the cash consideration for such Zeekr ADSs in the Merger. A registered holder of Zeekr ADSs must follow the deadline for election as described in the ADS Election Form when making an election, which will be prior to the Election Deadline.

A holder of Zeekr ADSs in a securities account with a broker, bank or other intermediary must rely on the procedures of such holder’s broker, bank or other intermediary when making an election, which will have a deadline for election that is prior to the Election Deadline. Such holders of Zeekr ADSs should contact their brokers, banks or other intermediaries with any questions.

Notwithstanding anything contrary herein, a Hong Kong Non-Professional Investor may only elect to receive the Per Share Cash Consideration or the Per ADS Cash Consideration and may not elect to receive the Per Share Stock Consideration or the Per ADS Stock Consideration with respect to any of such person’s Zeekr Shares or Zeekr ADSs, and a PRC ODI Investor electing to receive the Per Share Stock Consideration or the Per ADS Stock Consideration (or an election to receive the Per Share Stock Consideration or the Per ADS Stock Consideration is made on behalf of any PRC ODI Investor) with respect to any of such PRC ODI Investor’s Zeekr Shares or Zeekr ADSs must by itself or its affiliate complete all Applicable ODI Filings prior to the Election Deadline; otherwise, such election will be considered invalid. “PRC ODI Investor” means any person who or whose affiliate is required to complete any NDRC Filings, MOFCOM Filings or SAFE Filings (each as defined under the Merger Agreement) in connection with its receipt of the Per Share Stock Consideration in the Merger pursuant to the terms of the Merger Agreement (such NDRC Filings, MOFCOM Filings and SAFE Filings, to the extent required to be completed by such person or its affiliate prior to its receipt of the applicable stock consideration, such person’s “Applicable ODI Filings”).

Neither Zeekr nor Geely is making any recommendation as to whether Zeekr Shareholders or holders of Zeekr ADSs should elect cash consideration or the stock consideration. You must make your own decision with respect to such election.

Treatment of Company Equity Awards (Page 49)

At the Effective Time, without any action on the part of the holders thereof, each Zeekr RSU Award that is outstanding and vested as of immediately prior to the Effective Time shall be converted into a number of Geely Shares equal to the product obtained by multiplying (i) the applicable number of Zeekr Shares subject to such Zeekr RSU Award immediately prior to the Effective Time by (ii) 1.23, rounded to the nearest whole share.

At the Effective Time, without any action on the part of the holders thereof, each Zeekr RSU Award that is outstanding and unvested immediately prior to the Effective Time shall be assumed by Geely and converted into an award of Geely Shares pursuant to the share award scheme of Geely, adopted by Geely on August 30, 2021, as amended on April 28, 2023 (each, a “Geely Share Award”) with respect to a number of Geely Shares equal to the product obtained by multiplying (i) the applicable number of Zeekr Shares subject to such Zeekr RSU Award immediately prior to the Effective Time by (ii) 1.23, rounded to the nearest whole share. Each Geely Share Award shall continue to have, and shall be subject to, substantially the same terms and conditions as applied to the corresponding Zeekr RSU Award immediately prior to the Effective Time (taking into account any changes thereto by reason of the Merger Agreement or the Merger).

Shareholder Vote Required to Authorize and Approve the Merger and Plan of Merger (Page 74)

The Merger cannot be completed unless the Merger Agreement, the Plan of Merger and the consummation of the Transactions, Including the Merger, are authorized and approved by a special resolution (as defined in the Cayman Islands Companies Act) of the Company passed by an affirmative vote of holders of Zeekr Shares representing at least two-thirds of votes cast by such holders as, being entitled so to do, vote in person or, in the case of such holders as are corporations, by their respective duly authorized representative or, where proxies are allowed, by proxy as a single class, at the EGM or any adjournment or postponement thereof.

As of the date of the accompanying proxy statement, Luckview Group Limited, a business company with limited liability incorporated in British Virgin Islands and a wholly-owned subsidiary of the Buyer, beneficially owns 1,668,996,860 ordinary shares (including ordinary shares represented by American depositary shares, each representing ten ordinary shares of Zeekr (“Zeekr ADSs”)), par value US$0.0002 per share, of Zeekr (each, a “Zeekr Share”), which represent approximately 65.2% of the total issued and outstanding Zeekr Shares and approximately 65.2% of the total voting power of the total issued and outstanding Zeekr Shares. Pursuant to the Merger Agreement, all of these Zeekr Shares held by the Buyer and its subsidiaries will be voted in favor of the authorization and approval of the Merger Agreement, the Plan of Merger and the consummation of the Transactions, including the Merger.

Accordingly, based on the 2,561,728,021 Zeekr Shares expected to be issued and outstanding on the Share Record Date (defined below) (excluding Zeekr Shares issued to the Depositary and reserved for exercise of outstanding Zeekr RSU Awards), and assuming that all shareholders of the Company will be present and voting in person or by proxy at the EGM and that the Buyer and its subsidiaries will vote all their Zeekr Shares (including Zeekr Shares represented by Zeekr ADSs) in favor of the special resolution and a quorum will be present at the EGM, the approval of the special resolution to be proposed at the EGM will require an additional 38,821,821 Zeekr Shares owned by the holders of Zeekr Shares other than the Buyer or its subsidiaries, representing approximately 1.5% of the voting power of the total issued and outstanding Zeekr Shares as of the Share Record Date, to be voted in favor of such special resolution.

Shareholder Record Date and Voting (Page 73)

You are entitled to attend and vote at the EGM if you have Zeekr Shares registered in your name as of 10:00 a.m. New York City time on August 14, 2025 (the “Share Record Date”). If you own Zeekr Shares as of 10:00 a.m. New York City time on the Share Record Date, you should lodge your proxy card so that the proxy card is received by the Company no later than 10:00 a.m. (Beijing time) on September 13, 2025, being 48 hours before the time appointed for the EGM.

If you own Zeekr ADSs as of the close of business in New York City on August 14, 2025 (the “ADS Record Date”) (and do not surrender such Zeekr ADSs and become a registered holder of the Zeekr Shares underlying such Zeekr ADSs, as explained below), you cannot vote directly nor are you able to attend the EGM, but you may instruct the Depositary (as the holder of the Zeekr Shares underlying your Zeekr ADSs) how to vote the Zeekr Shares underlying your Zeekr ADSs. The Depositary must receive your instructions no later than 12:00 noon (New York City time) on September 10, 2025 , 2025 in order to ensure the Zeekr Shares underlying your Zeekr ADSs are properly voted at the EGM.

Dissenters’ Rights of Shareholders (Page 77)

Zeekr and Geely have considered whether the Zeekr shareholders will be entitled to exercise statutory dissenters’ rights in respect of the Merger under Section 238. Zeekr and Geely, having communicated with their advisors, are of the view that Section 239 applies to the Merger such that none of the rights of dissenters under Section 238 shall be available in respect of the Merger to the Zeekr Shareholders other than for any Zeekr Shareholder who is a Hong Kong Non-Professional Investor. Shareholders who are Hong Kong Non-Professional Investors and who have validly exercised and not effectively withdrawn or otherwise lost their rights to dissent from the Merger in accordance with Section 238, a copy of which is attached as Annex D to the accompanying proxy statement, will have the right to receive payment of the fair value of their Zeekr Shares as determined in accordance with Section 238 if the Merger is completed, but only if they deliver to the Company, before the vote to authorize and approve the Merger is taken at the EGM, a written objection to the Merger and subsequently comply with all procedures and requirements of Section 238 for the exercise of dissenters’ rights. The fair value of your Zeekr Shares as determined under the Cayman Islands Companies Act could be more than, the same as, or less than the Merger Consideration you would receive pursuant to the Merger Agreement if you do not exercise dissenters’ rights with respect to your Zeekr Shares.

ZEEKR ADS HOLDERS (INCLUDING THOSE WHO ARE HONG KONG NON-PROFESSIONAL INVESTORS) WILL NOT HAVE THE RIGHT TO DISSENT FROM THE MERGER AND RECEIVE PAYMENT OF THE FAIR VALUE OF THE ZEEKR SHARES UNDERLYING THEIR ZEEKR ADSS. THE DEPOSITARY WILL NOT ATTEMPT TO EXERCISE ANY DISSENTERS’ RIGHTS WITH RESPECT TO ANY OF THE ZEEKR SHARES THAT IT HOLDS, EVEN IF A ZEEKR ADS HOLDER REQUESTS THE DEPOSITARY TO DO SO.

ZEEKR ADS HOLDERS WHO ARE HONG KONG NON-PROFESSIONAL INVESTORS AND WISH TO DISSENT FROM THE MERGER MUST SURRENDER THEIR ZEEKR ADSS TO THE DEPOSITARY, PAY THE DEPOSITARY’S FEES REQUIRED FOR THE CANCELLATION OF THE ZEEKR ADSS, AND PROVIDE INSTRUCTIONS FOR THE REGISTRATION OF THE CORRESPONDING ZEEKR SHARES SUFFICIENTLY IN ADVANCE, AND BECOME REGISTERED HOLDERS OF ZEEKR SHARES BEFORE THE VOTE TO AUTHORIZE AND APPROVE THE MERGER IS TAKEN AT THE EGM. THEREAFTER, SUCH FORMER ZEEKR ADS HOLDERS WHO ARE HONG KONG NON-PROFESSIONAL INVESTORS MUST COMPLY WITH THE PROCEDURES AND REQUIREMENTS FOR EXERCISING DISSENTERS’ RIGHTS WITH RESPECT TO THE ZEEKR SHARES UNDER SECTION 238. IT IS DIFFICULT TO PREDICT HOW LONG THE STEPS DESCRIBED ABOVE MAY TAKE. ZEEKR ADS HOLDERS THAT WISH TO SURRENDER THEIR ZEEKR ADSS TO BECOME REGISTERED HOLDERS OF ZEEKR SHARES ARE ADVISED TO TAKE ACTION AS SOON AS POSSIBLE. IF THE MERGER IS NOT COMPLETED, THE COMPANY WILL CONTINUE TO BE A PUBLIC COMPANY IN THE U.S., AND THE ZEEKR ADSS WILL CONTINUE TO BE LISTED ON THE NYSE, PROVIDED THAT THE COMPANY CONTINUES TO MEET THE NYSE’S LISTING REQUIREMENTS. THE ZEEKR SHARES ARE NOT LISTED AND CANNOT BE TRADED ON ANY STOCK EXCHANGE OTHER THAN THE NYSE, AND IN SUCH CASE ONLY AS REPRESENTED BY ZEEKR ADSS.

AS A RESULT, IF A FORMER ZEEKR ADS HOLDER (INCLUDING THOSE WHO ARE HONG KONG NON-PROFESSIONAL INVESTORS) HAS CANCELLED HIS, HER OR ITS ZEEKR ADSS TO EXERCISE DISSENTERS’ RIGHTS AND THE MERGER IS NOT COMPLETED AND SUCH FORMER ZEEKR ADS HOLDER WISHES TO BE ABLE TO SELL HIS, OR HER OR ITS ZEEKR SHARES ON A STOCK EXCHANGE, SUCH FORMER ZEEKR ADS HOLDER WILL NEED TO DEPOSIT HIS, OR HER OR ITS ZEEKR SHARES INTO THE COMPANY’S ADS PROGRAM FOR THE ISSUANCE OF THE CORRESPONDING NUMBER OF ZEEKR ADSS, SUBJECT TO THE TERMS AND CONDITIONS OF APPLICABLE LAW AND THE ZEEKR DEPOSIT AGREEMENT, INCLUDING, AMONG OTHER THINGS, PAYMENT OF RELEVANT FEES OF THE DEPOSITARY FOR THE ISSUANCE OF ZEEKR ADSS (US$5.00 PER 100 ZEEKR ADS (OR PORTION THEREOF) ISSUED) AND ANY APPLICABLE STOCK TRANSFER TAXES (IF ANY) AND RELATED CHARGES PURSUANT TO THE ZEEKR DEPOSIT AGREEMENT.

We encourage you to read the section of this proxy statement entitled “Dissenters’ Rights” as well as Annex D to this proxy statement carefully and to consult your Cayman Islands legal counsel if you desire to exercise your dissenters’ rights, if applicable.

Purposes and Effects of the Merger (Page 45)

The purpose of the Merger is to enable the Buyer to acquire 100% ownership and control of the Company in a transaction in which the Zeekr Shares (other than the Excluded Shares, the Dissenting Shares, the Purported Dissenting Shares and Zeekr Shares represented by Zeekr ADSs) and Zeekr ADSs (other than Zeekr ADSs representing the Excluded Shares), will be cancelled in exchange for the Per Share Merger Consideration or the Per ADS Merger Consideration, as applicable, so that the Buyer will bear the rewards and risks of the ownership of the Company after the Merger, including any future earnings and growth of the Company as a result of improvements to the Company’s operations or acquisitions of other businesses. See “Special Factors – Purposes of and Reasons for the Merger” beginning on page 45 for additional information.

The Zeekr ADSs are currently listed on the New York Stock Exchange (“NYSE”) under the symbol “ZK.” Following the consummation of the Merger, the Company will cease to be a publicly traded company and will be a privately held company wholly owned by the Buyer. Following the completion of the Merger, the Zeekr ADSs will no longer be listed on any securities exchange or quotation system, including NYSE. See “Special Factors – Effects of the Merger on the Company” beginning on page 45 for additional information. In addition, registration of Zeekr Shares under the Exchange Act may be terminated upon the Company’s application to the United States Securities and Exchange Commission (the “SEC”) if Zeekr Shares are not listed on a national securities exchange and there are fewer than 300 record holders of Zeekr Shares. Ninety days after the filing of Form 15 in connection with the completion of the Merger or such shorter period as may be determined by the SEC, registration of the Zeekr Shares under the Exchange Act will be terminated and the Company will no longer be required to file periodic reports with the SEC or otherwise be subject to the U.S. federal securities laws, including the Sarbanes-Oxley Act of 2002, applicable to public companies. Following the completion of the Merger, the Company’s shareholders and ADS holders will no longer enjoy the rights or protections that the U.S. federal securities laws provide to shareholders of public companies, including reporting obligations for directors, officers and principal securities holders of the Company. See “Special Factors – Effects of the Merger on the Company” beginning on page 45 for additional information.

Financing of the Merger (Page 47)

The Buyer intends to fund the Per Share Cash Consideration and the Per ADS Cash Consideration through Geely’s internal resources, or if necessary, debt financing. The Buyer intends to fund the Per Share Stock Consideration and the Per ADS Stock Consideration through issuance of Geely Shares (including Geely Shares represented by Geely ADSs) in connection with the Merger.

Opinion of the Special Committee’s Financial Advisor (Page 34)

Pursuant to an engagement letter dated June 4, 2025 (the “D&P Engagement Letter”), the Special Committee engaged Kroll, LLC (“Duff & Phelps”), operating through its Duff & Phelps Opinions Practice, to serve as its independent financial advisor and to provide a fairness opinion in connection with the Merger. On July 15, 2025, Duff & Phelps rendered its oral opinion (which was subsequently confirmed in writing by the delivery of Duff & Phelps’ written opinion, dated as of July 15, 2025, addressed to the Special Committee) to the Special Committee, to the effect that, as of that date and based upon and subject to the procedures followed, assumptions made, factors and matters considered and qualifications and limitations on the review undertaken by Duff & Phelps as set forth in its opinion, the Per Share Merger Consideration to be received by the holders of Zeekr Shares (other than the Excluded Shares, the Dissenting Shares, the Purported Dissenting Shares, and Zeekr Shares represented by Zeekr ADSs and Zeekr Shares held by directors, officers or affiliates of Geely) and the Per ADS Merger Consideration to be received by the holders of Zeekr ADSs (other than ADSs representing the Excluded Shares and Zeekr Shares held by directors, officers or affiliates of Geely) in the Merger, were fair, from a financial point of view, to such holders (without giving effect to any impact of the Merger on any particular holder of Zeekr Shares or Zeekr ADSs other than in their capacity as holders of Zeekr Shares or Zeekr ADSs).

The opinion of Duff & Phelps was addressed to the Special Committee and only addressed the fairness from a financial point of view of the Per Share Merger Consideration to be received by holders of Zeekr Shares (other than the Excluded Shares, the Dissenting Shares, the Purported Dissenting Shares, and Zeekr Shares represented by Zeekr ADSs and Zeekr Shares held by directors, officers or affiliates of Geely) and the Per ADS Merger Consideration to be received by holders of Zeekr ADSs (other than ADSs representing the Excluded Shares and Zeekr Shares held by directors, officers or affiliates of Geely) in the Merger, and does not address any other aspect or implication of the Merger. The summary of the opinion of Duff & Phelps in this proxy statement is qualified in its entirety by reference to the full text of its written opinion, which is included as Annex C to this proxy statement and sets forth the procedures followed, assumptions made, factors and matters considered and qualifications and limitations on the review undertaken by Duff & Phelps in preparing its opinion. We encourage holders of Zeekr Shares and Zeekr ADSs to read carefully the full text of the written opinion of Duff & Phelps. However, the opinion of Duff & Phelps, the summary of the opinion and the related analyses set forth in this proxy statement are not intended to be, and do not constitute, advice or a recommendation to any holder of Zeekr Shares or Zeekr ADSs as to how to act or vote with respect to the Merger or any other matter. See “Special Factors – Opinion of the Special Committee’s Financial Advisor” beginning on page 34 for additional information.

Interests of the Company’s Executive Officers and Directors in the Merger (Page 48)

In considering the recommendation of the Special Committee and the Board, holders of Zeekr Shares and Zeekr ADSs should be aware that certain of the Company’s directors and executive officers have interests in the Transactions that are different from, and/or in addition to, the interests of such holders generally. These interests include:

The Special Committee and the Board were aware of these potential conflicts of interest and considered them, among other matters, in reaching their decisions and recommendations with respect to the Merger Agreement and related matters. See “Special Factors – Interests of Certain Persons in the Merger” beginning on page 47 for additional information.

Conditions to the Merger (Page 96)

The obligations of Geely, Zeekr and Merger Sub to consummate the Merger are subject to the fulfillment or waiver of the following additional conditions:

The obligations of Geely and Merger Sub to consummate the Merger are subject to the fulfillment or waiver of the following additional conditions:

The obligations of Zeekr to consummate the Merger are subject to the fulfillment or waiver of the following additional conditions:

Termination of the Merger Agreement (Page 97)

The Merger Agreement may be terminated at any time prior to the Effective Time:

in each case, provided that, this termination right is not be available to any party whose failure to fulfill any of its obligations under the Merger Agreement has been a primary cause of, or resulted in, the failure of the Merger to be consummated by the Outside Date or the applicable condition(s) being satisfied;

each as defined in the section entitled “The Merger Agreement — Termination of the Merger Agreement” beginning on page 97.

U.S. Federal Income Tax Consequences (Page 52)

Notwithstanding that the parties had intended that the Merger be treated as a reorganization within the meaning of Section 368(a) of the United States Internal Revenue Code of 1986, upon further advice from their respective tax advisors, the parties concluded that the exchange of Zeekr Shares or Zeekr ADSs for the Merger Consideration or the receipt of cash through the exercise of dissenters’ rights in connection with the Merger will be a taxable transaction for U.S. federal income tax purposes and may also be a taxable transaction under applicable state, local and other tax laws. Special rules will apply if you are a “U.S. Holder” and the Company was or currently is a passive foreign investment company, or “PFIC.” See “Special Factors – U.S. Federal Income Tax Consequences” beginning on page 52. The tax consequences of the Merger or the exercise of dissenters’ rights (if any) to you will depend upon your personal circumstances. You should consult your tax advisors for a full understanding of the U.S. federal, state, local, foreign and other tax consequences of the Merger to you.

PRC Income Tax Consequences (Page 55)

The Company does not believe that it should be considered a resident enterprise under the PRC Enterprise Income Tax Law (the “EIT Law”) or that the gains recognized on the receipt of Merger Consideration for Zeekr Shares or Zeekr ADSs should otherwise be subject to PRC income tax to holders of such Zeekr Shares or Zeekr ADSs that are not PRC tax residents. However, there is uncertainty regarding whether the PRC tax authorities would deem the Company to be a resident enterprise, or whether the receipt of the Merger Consideration for Zeekr Shares or Zeekr ADSs should otherwise be subject to PRC income tax. If the PRC tax authorities were to determine that the Company should be considered a resident enterprise under the EIT Law, or that the receipt of the Merger Consideration for the Zeekr Shares or Zeekr ADSs should otherwise be subject to PRC income tax, then gains recognized on the receipt of Merger Consideration for Zeekr Shares or Zeekr ADSs pursuant to the Merger by the holders of such Zeekr Shares or Zeekr ADSs who are not PRC tax residents under the EIT Law could be treated as PRC-sourced income that would be subject to PRC enterprise income tax at a rate of 10% in the case of enterprises or individual income tax at a rate of 20% in the case of individuals (subject to applicable tax treaty relief, if any), and, regardless whether the Company is considered a PRC resident enterprise, gains recognized on the receipt of Merger Consideration for Zeekr Shares or Zeekr ADSs will be subject to PRC income tax if the holders of such Zeekr Shares or Zeekr ADSs are PRC tax residents. It is unclear whether in practice non-PRC holders of such Zeekr Shares or Zeekr ADSs will be able to obtain the benefits of any applicable tax treaties if the Company is considered a resident enterprise for PRC tax purposes. The Company does not believe that the Merger (or the Company’s offshore structure) is without reasonable commercial purpose for purposes of Bulletin 37 and Bulletin 7, and, as a result, the Company does not intend to withhold any PRC enterprise income tax (under Bulletin 7 and Bulletin 37) from the Merger Consideration to be paid to holders of Zeekr Shares or Zeekr ADSs. You should consult your own tax advisor for a full understanding of the tax consequences of the Merger to you, including any PRC tax consequences.

Please see “Special Factors – PRC Income Tax Consequences” beginning on page 55 for additional information.

Hong Kong Income Tax Consequences (Page 56)

Under the current Hong Kong Inland Revenue Ordinance (Cap. 112 of the Laws of Hong Kong), gains recognized from the receipt of the Merger Consideration for Zeekr Shares or Zeekr ADSs by holders who are not Hong Kong tax residents, or by individual holders who are Hong Kong tax residents, should not be subject to Hong Kong profits tax. For holders that are Hong Kong corporate tax residents, such gains are generally not subject to Hong Kong profits tax either. However, under the refined Foreign-Sourced Income Exemption (“FSIE”) regime, effective from 1 January 2023, offshore disposal gains derived from the sale of assets may be deemed to be sourced from Hong Kong and treated as not arising from the sale of capital assets, even if they are. As a result, such gains may be subject to Hong Kong profits tax at a rate of 16.5% under the refined FSIE regime. You should consult your own tax advisor for a full understanding of the tax consequences of the Merger to you, including any Hong Kong tax consequences.

Cayman Islands Tax Consequences (Page 57)

The Cayman Islands currently has no form of income, corporate or capital gains tax and no estate duty, inheritance tax or gift tax. No taxes, fees or charges will be payable (either by direct assessment or withholding) to the Cayman Islands government or other taxing authority in the Cayman Islands under the laws of the Cayman Islands in respect of the Merger or the receipt of the Merger Consideration by Zeekr Shareholders or Zeekr ADS holders under the terms of the Merger Agreement. This is subject to the qualification that (1) Cayman Islands stamp duty may be payable if any original transaction documents, including the Merger Agreement, are brought to or executed in the Cayman Islands; and (2) registration fees will be payable to the Cayman Islands Registrar of Companies to register the Plan of Merger and other filings required in connection with the Merger.

Please see “Special Factors – Cayman Islands Tax Consequences” beginning on page 57 for additional information.

Regulatory Matters (Page 51)

The Company does not believe that any material governmental regulatory approvals, filings or notices are required in connection with effecting the Merger other than (a) the approvals, filings or notices required under the federal securities laws and applicable listing rules of NYSE, (b) the filing of the Plan of Merger (and supporting documentation as specified in the Cayman Islands Companies Act) with the Cayman Registrar and, in the event the Merger becomes effective, a copy of the Certificate of Merger being given to the shareholders and creditors of the Company and Merger Sub as at the time of the filing of the Plan of Merger and notice of the Merger being published in the Cayman Islands Government Gazette, (c) the Hong Kong Stock Exchange Approval, (d) the Geely PRC Regulatory Filings and (e) the Blue Sky Filings. In addition, PRC ODI Investors electing to receive the stock consideration need to complete all Applicable ODI Filings by itself or its affiliate.

Litigation Related to the Merger (Page 51)

We are not aware of any lawsuit that has been filed which challenges the Merger, the Merger Agreement or the Transactions as of the date of this Proxy Statement.

Accounting Treatment of the Merger (Page 51)

The Merger is expected to be accounted for, at historical cost, as a merger of entities under common control in accordance with Accounting Standards Codification 805-50, “Business Combinations — Related Issues.”

Geely Share Price (Page 51)

Geely is a public company whose shares are listed on the Hong Kong Stock Exchange under stock code “0175” and you are encouraged to make your own investigation into the business, operations, property, financial and other condition, creditworthiness and consequences of investing in Geely, and review documents and information (including publicly available information about Geely, none of which should be deemed as incorporated by reference into this Proxy Statement or any documents filed or furnished with the SEC or otherwise disseminated to Zeekr shareholders or Zeekr ADS holders in connection with the Merger) as you deem appropriate to make your own decision whether to elect the stock consideration in the Merger. The stock portion of the merger consideration that Zeekr shareholders or Zeekr ADS holders electing to receive stock consideration will receive is a fixed number of Geely Shares (1.23 Geely Shares per Zeekr Share or 12.3 Geely Shares per Zeekr ADS), rather than a number of Geely Shares with a fixed market value. If the benefits of the Merger do not meet the expectations of investors or securities analysts, the market price of Geely Shares may decline. The market values of Geely Shares and Zeekr ADSs at the Effective Time of the Merger may vary significantly from their prices on the date the Merger Agreement was executed, the date of this proxy statement, or the date on which votes on the Merger were to taken place. Because the exchange ratio relating to the stock portion of the merger consideration is fixed (1.23 Geely Shares per Zeekr Share or 12.3 Geely Shares per Zeekr ADS) and will not be adjusted to reflect any changes in the market price of Geely Shares or Zeekr ADSs, the market value of Geely Shares issued in the Merger and the Zeekr Shares or Zeekr ADSs cancelled in exchange therefor may be higher or lower than the values of these shares on earlier dates.

Please see “Special Factors – Geely Share Price” beginning on page 51 for additional information.

QUESTIONS AND ANSWERS ABOUT THE EXTRAORDINARY GENERAL MEETING AND THE
MERGER

The following questions and answers address briefly some questions you may have regarding the EGM and the Merger. These questions and answers may not address all questions that may be important to you as a holder of Zeekr Shares and/or Zeekr ADSs. Please refer to the more detailed information contained elsewhere in this proxy statement, the annexes to this proxy statement and the documents referred to or incorporated by reference in this proxy statement.

Q:            What happens if the Merger is not consummated?

Under specified circumstances, the Company may be required to pay Geely or its designees a termination fee or reimburse Geely for certain expenses in connection with the Merger, or Geely may be required to pay the Company a termination fee or reimburse the Company for certain expenses in connection with the Merger, in each case as described in “The Merger Agreement—Termination Fees and Reimbursement of Expenses” beginning on page 98.

For each such Zeekr Share with respect to which no election to receive either the Per Share Cash Consideration or the Per Share Stock Consideration is validly made pursuant to the Merger Agreement, such Zeekr Share shall be cancelled in exchange for the right to receive the Per Share Cash Consideration without interest and net of any applicable withholding taxes.

Under the terms of the Merger Agreement, at the Effective Time, each Zeekr ADS issued and outstanding immediately prior to the Effective Time, other than Zeekr ADSs rerpresenting Excluded Shares, together with the Zeekr Shares represented by such Zeekr ADSs, shall be cancelled in exchange for, at the election of the holder thereof, the right to receive the following, without interest and net of any applicable withholding taxes and after deduction or upon payment of applicable fees and taxes:

For each such Zeekr ADS with respect to which no election to receive either the Per ADS Cash Consideration or the Per ADS Stock Consideration is validly made pursuant to the Merger Agreement, such Zeekr ADS shall be cancelled in exchange for the right to receive the Per ADS Cash Consideration without interest and net of any applicable withholding taxes and after deduction or upon payment of applicable fees and taxes.

Notwithstanding anything contrary herein, a Hong Kong Non-Professional Investor may only elect to receive the Per Share Cash Consideration or the Per ADS Cash Consideration and may not elect to receive the Per Share Stock Consideration or the Per ADS Stock Consideration with respect to any of such person’s Zeekr Shares or Zeekr ADSs, and a PRC ODI Investor electing to receive the Per Share Stock Consideration or the Per ADS Stock Consideration (or an election to receive the Per Share Stock Consideration or the Per ADS Stock Consideration is made on behalf of any PRC ODI Investor) with respect to any of such PRC ODI Investor’s Zeekr Shares or Zeekr ADSs must complete all Applicable ODI Filings prior to the Election Deadline; otherwise, such election will be considered invalid.

No fractional Geely Shares or Geely ADSs shall be issued as Merger Consideration. Please refer to the questions and answers for “Will I receive any fractional Geely Shares?” and “Will I receive any fractional Geely ADSs?” for more details.

Notwithstanding the foregoing, if the Merger is completed, the following Zeekr Shares and Zeekr ADSs shall not be cancelled in exchange for the right to receive the Per Share Merger Consideration or the Per ADS Merger Consideration, as applicable, described above, but shall be cancelled, shall no longer be issued and outstanding and shall cease to exist at the Effective Time as follows:

See “Special Factors – U.S. Federal Income Tax Consequences,” “Special Factors—Hong Kong Income Tax Consequences,” “Special Factors—PRC Income Tax Consequences,” and “Special Factors—Cayman Islands Tax Consequences” for a description of the tax consequences of the Merger. Holders of Zeekr Shares or Zeekr ADSs should consult their own tax advisors for a full understanding of how the Merger will affect their U.S. federal, state, and local and other non-U.S. taxes.

With respect to any of your Zeekr ADSs for which no valid election to receive the Per ADS Stock Consideration has been made pursuant to the terms of the Merger Agreement (and therefore you will receive the Per ADS Cash Consideration for such Zeekr ADSs), as promptly as reasonably practicable following the Effective Time, Geely will cause an amount in cash equal to such Per ADS Cash Consideration payable in respect of such Zeekr ADSs to be transmitted to the Depositary, and upon receipt, the Depositary will distribute such cash consideration to you, subject to your surrender of such Zeekr ADSs (together with the American depositary receipts evidencing such Zeekr ADSs if they are certificated).

The Depositary will distribute the Per ADS Cash Consideration and the Per ADS Stock Consideration to you directly, if you are a registered holder of Zeekr ADSs, or if you hold your Zeekr ADSs through a broker, bank or other intermediary, the Depositary will pay or deliver the Per ADS Cash Cosnideration or Per ADS Stock Consideration to DTC for allocation by it to the participant accounts entitled to it. Your securities intermediary, in turn, will allocate to your securities account the consideration to which you are entitled.

Pursuant to the terms of the deposit agreement, dated as of May 9, 2024, by and among the Company, The Bank of New York Mellon (the “Depositary”) (as may be amended and supplemented from time to time, the “Zeekr Deposit Agreement”), and the holders and beneficial owners of Zeekr ADSs issued thereunder, the Zeekr ADS holders will pay any applicable fees, charges and expenses of the Depositary and government charges (other than withholding taxes, if any) due to or incurred by the Depositary in connection with the cancellation of their Zeekr ADSs (and the underlying Zeekr Shares). The Surviving Corporation will pay any applicable fees, charges and expenses of the Depositary and government charges (other than withholding taxes, if any) due to or incurred by the Depositary in connection with the distribution of the Per ADS Merger Consideration to Zeekr ADS holders and the termination of the Zeekr ADS program or facility (other than (A) the Zeekr ADS cancellation fee and the depositary services fee, which shall be payable by the holders of the Zeekr ADSs in accordance with the Zeekr Deposit Agreement and (B) those fees, if any, imposed by the Depositary upon holders of Geely ADSs in connection with the issuance of Geely ADSs in connection with the Merger, which shall be paid by Geely).

The Per ADS Merger Consideration will be paid or delivered to you net of applicable withholding taxes, if any.

If you have any questions concerning the receipt of the Per ADS Merger Consideration for any Zeekr ADSs you hold through a broker, bank or other intermediary, please contact your broker, bank or other intermediary.

More information may be found in the section entitled “The Merger Agreement – Exchange Procedures” beginning on page 82.

With respect to any of your Zeekr Shares for which no valid election to receive the Per Share Stock Consideration has been made pursuant to the terms of the Merger Agreement (and therefore you will receive the Per Share Cash Consideration for such Zeekr Shares), as promptly as reasonably practicable following the Effective Time, Geely will cause an amount in cash equal to such Per Share Cash Consideration payable in respect of such Zeekr Shares to be transmitted to you, subject to your surrender of such Zeekr Shares (together with certificate(s) representing such Zeekr Shares or an affidavit and indemnities of loss in lieu of share certificate, if such Zeekr Shares are certificated).

The Per Share Merger Consideration will be paid or delivered to you net of applicable withholding taxes, if any.

More information may be found in the section entitled “The Merger Agreement – Exchange Procedures” beginning on page 82.

At the Effective Time, without any action on the part of the holders thereof, each Zeekr RSU Award that is outstanding and unvested immediately prior to the Effective Time shall be assumed by Geely and converted into Geely Share Awards with respect to a number of Geely Shares equal to the product obtained by multiplying (i) the applicable number of Zeekr Shares subject to such Zeekr RSU Award immediately prior to the Effective Time by (ii) 1.23, rounded to the nearest whole share. Each Geely Share Award shall continue to have, and shall be subject to, substantially the same terms and conditions as applied to the corresponding Zeekr RSU Award immediately prior to the Effective Time (taking into account any changes thereto by reason of the Merger Agreement or the Merger).

To make a valid election, your Election Form, duly completed and signed, together with all the other required documents as described in the Election Form, must be received by the Exchange Agent prior to the Election Deadline, as discussed below.

If you are a registered holder of Zeekr ADSs, you will receive the ADS Election Form from the Depositary, which will be mailed or otherwise made available to you no later than the Election Form Mailing Date, and will allow you to specify the number of Zeekr ADSs with respect to which you elect to receive the cash consideration or the stock consideration. Please follow the instructions to the ADS Election Form when making an election. If you do not make an election, you will receive the cash consideration in the Merger.

If you hold Zeekr ADSs through a bank, broker or other intermediary, you must rely on the procedures of your broker, bank or other intermediary if you wish to make an election with respect to your Zeekr ADSs. Please contact your broker, bank or other intermediary with any questions.

However, whether you are a registered holder of Zeekr Shares, a registered holder of Zeekr ADSs, or if you hold Zeekr ADSs through a broker, bank or other intermediary:

The Election Deadline is not expected until the fourth quarter of 2025. Geely and Zeekr will make a public announcement or issue a press release in respect of the anticipated Election Deadline at least five business days prior to the anticipated Election Deadline. Zeekr will furnish such public announcement or press release under Form 6-k, which will be available through the SEC’s web site at www.sec.gov.

If you are a registered holder of Zeekr ADSs, you must follow the deadline as described in the ADS Election Form when making an election, which will be earlier than the Election Deadline.

If you hold your Zeekr ADSs through a broker, bank or other intermediary, you must follow the deadline set by your broker, bank or other nominee, which will be earlier than the Election Deadline.

A registered holder of Zeekr ADSs may revoke an election by providing written notice to the Depositary, accompanied by a duly completed and signed revised ADS Election Form, which must be received by the Depositary prior to the deadline described in the ADS Election Form.

If you hold your Zeekr ADSs through a broker, bank or other intermediary, you must rely on the procedures of your broker, bank or other intermediary if you wish to revoke the initial election instruction you provided to it.

At the close of business in the Cayman Islands on August 14, 2025, the Share Record Date for the EGM, 2,561,728,021 Zeekr Shares are expected to be issued and outstanding and entitled to vote at the EGM (excluding Zeekr Shares issued to the Depositary and reserved for exercise of outstanding Zeekr RSU Awards).

Pursuant to the Merger Agreement, among other things, all of these Zeekr Shares held by the Buyer and its subsidiaries will be voted in favor of the authorization and approval of the Merger Agreement, the Plan of Merger and the consummation of the Transactions, including the Merger. As of the date of the accompanying proxy statement, the Buyer and its subsidiaries beneficially own in the aggregate 1,668,996,860 Zeekr Shares (including Zeekr Shares represented by Zeekr ADSs), which represent approximately 65.2% of the total voting power of the total issued and outstanding Zeekr Shares. Accordingly, based on the 2,561,728,021 Zeekr Shares expected to be issued and outstanding (excluding Zeekr Shares issued to the Depositary and reserved for exercise of outstanding Zeekr RSU Awards) on the Share Record Date (defined below), and assuming that all shareholders of the Company will be present and voting in person or by proxy at the EGM and that the Buyer and its subsidiaries will vote all their Zeekr Shares (including Zeekr Shares represented by Zeekr ADSs) in favor of the special resolution and a quorum will be present at the EGM, the approval of the special resolution to be proposed at the EGM will require an additional 38,821,821 Zeekr Shares owned by the holders of Zeekr Shares other than the Buyer or its subsidiaries, representing approximately 1.5% of the voting power of the total issued and outstanding Zeekr Shares as of the Share Record Date, to be voted in favor of such special resolution.

Alternatively, you can attend the EGM and vote in person. To attend the EGM, you must present certain documents to verify your identities, such as your identification card or passport and your share certificate. If you decide to sign and send in your proxy card, and do not indicate how you want to vote, Zeekr Shares represented by your proxy will be voted FOR each of the proposals to be voted on at the EGM, unless you appoint a person other than the chairman of the EGM as proxy, in which case Zeekr Shares represented by your proxy card will be voted (or not submitted for voting) as your proxy determines.

If your Zeekr Shares are held by your broker, bank or other nominee, please see below for additional information.

Q:           How do I vote if I own Zeekr ADSs?

Alternatively, if you own Zeekr ADSs as of the close of business in New York City on the ADS Record Date, you may vote at the EGM directly if you surrender your Zeekr ADSs and become a registered holder of the Zeekr Shares underlying your Zeekr ADSs prior to the close of business in the Cayman Islands on August 14, 2025, the Share Record Date. If you wish to surrender your Zeekr ADSs for the purpose of voting Zeekr Shares directly, you need to make arrangements to deliver your Zeekr ADSs to the Depositary for cancellation sufficiently in advance, together with (a) delivery instructions for the corresponding Zeekr Shares (name and address of person who will be the registered holder of such Zeekr Shares), and (b) payment of the Zeekr ADS cancellation fees (US$5.00 per 100 Zeekr ADSs (or portion thereof) to be cancelled and a wire fee of US$17.50 per transaction pursuant to the terms of the deposit agreement, dated as of May 9, 2024, by and among the Company, the Depositary, and the holders and beneficial owners of Zeekr ADSs issued thereunder (the “Zeekr Deposit Agreement”)), which will not be borne by the Company, and any applicable taxes. If you hold your Zeekr ADSs in a securities account with a broker, bank or other intermediary, please contact your broker, bank or other intermediary to find out what actions you need to take to instruct the broker, bank or other intermediary to surrender the Zeekr ADSs on your behalf. It is difficult to predict how long the steps described above may take. Zeekr ADS holders that wish to surrender their Zeekr ADSs to become registered holders of Zeekr Shares are advised to take action as soon as possible.

Registered holders of Zeekr ADSs may revoke their voting instructions by notification to the Depositary in writing at any time prior to 12:00 noon (New York City time) on September 10, 2025. A holder of Zeekr ADSs can do this in one of two ways:

If you hold your Zeekr Shares or Zeekr ADSs through a broker, bank or other securities intermediary and you have instructed your broker, bank or other securities intermediary to vote your Zeekr Shares or Zeekr ADSs, you must follow directions received from the broker, bank or other securities intermediary to change your instructions.

The ADS Record Date is the close of business in New York City on August 14, 2025. If you transfer your Zeekr ADSs after the ADS Record Date but before the EGM, you will retain your right to instruct the Depositary to vote at the EGM, but will transfer the right to receive the merger consideration to the person to whom you transfer your Zeekr ADSs, so long as such person owns such Zeekr ADSs when the Merger is consummated.

ZEEKR ADS HOLDERS (INCLUDING THOSE WHO ARE HONG KONG NON-PROFESSIONAL INVESTORS) WILL NOT HAVE THE RIGHT TO DISSENT FROM THE MERGER AND RECEIVE PAYMENT OF THE FAIR VALUE OF THE ZEEKR SHARES UNDERLYING THEIR ZEEKR ADSS. THE DEPOSITARY WILL NOT ATTEMPT TO EXERCISE ANY DISSENTERS’ RIGHTS WITH RESPECT TO ANY OF THE ZEEKR SHARES THAT IT HOLDS, EVEN IF A ZEEKR ADS HOLDER REQUESTS THE DEPOSITARY TO DO SO.

ZEEKR ADS HOLDERS WHO ARE HONG KONG NON-PROFESSIONAL INVESTORS AND WISH TO DISSENT FROM THE MERGER MUST SURRENDER THEIR ZEEKR ADSS TO THE DEPOSITARY, PAY THE DEPOSITARY’S FEES REQUIRED FOR THE CANCELLATION OF THE ZEEKR ADSS, AND PROVIDE INSTRUCTIONS FOR THE REGISTRATION OF THE CORRESPONDING ZEEKR SHARES SUFFICIENTLY IN ADVANCE, AND BECOME REGISTERED HOLDERS OF ZEEKR SHARES BEFORE THE VOTE TO AUTHORIZE AND APPROVE THE MERGER IS TAKEN AT THE EGM. THEREAFTER, SUCH FORMER ZEEKR ADS HOLDERS WHO ARE HONG KONG NON-PROFESSIONAL INVESTORS MUST COMPLY WITH THE PROCEDURES AND REQUIREMENTS FOR EXERCISING DISSENTERS’ RIGHTS WITH RESPECT TO THE ZEEKR SHARES UNDER SECTION 238. IT IS DIFFICULT TO PREDICT HOW LONG THE STEPS DESCRIBED ABOVE MAY TAKE. ZEEKR ADS HOLDERS THAT WISH TO SURRENDER THEIR ZEEKR ADSS TO BECOME REGISTERED HOLDERS OF ZEEKR SHARES ARE ADVISED TO TAKE ACTION AS SOON AS POSSIBLE. IF THE MERGER IS NOT COMPLETED, THE COMPANY WILL CONTINUE TO BE A PUBLIC COMPANY IN THE U.S., AND THE ZEEKR ADSS WILL CONTINUE TO BE LISTED ON NYSE, PROVIDED THAT THE COMPANY CONTINUES TO MEET THE NYSE’S LISTING REQUIREMENTS. THE ZEEKR SHARES ARE NOT LISTED AND CANNOT BE TRADED ON ANY STOCK EXCHANGE OTHER THAN THE NYSE, AND IN SUCH CASE ONLY AS REPRESENTED BY ZEEKR ADSS.

AS A RESULT, IF A FORMER ZEEKR ADS HOLDER (INCLUDING THOSE WHO ARE HONG KONG NON-PROFESSIONAL INVESTORS) HAS CANCELLED HIS, HER OR ITS ZEEKR ADSS TO EXERCISE DISSENTERS’ RIGHTS AND THE MERGER IS NOT COMPLETED AND SUCH FORMER ZEEKR ADS HOLDER WISHES TO BE ABLE TO SELL HIS, OR HER OR ITS ZEEKR SHARES ON A STOCK EXCHANGE, SUCH FORMER ZEEKR ADS HOLDER WILL NEED TO DEPOSIT HIS, OR HER OR ITS ZEEKR SHARES INTO THE COMPANY’S ADS PROGRAM FOR THE ISSUANCE OF THE CORRESPONDING NUMBER OF ZEEKR ADSS, SUBJECT TO THE TERMS AND CONDITIONS OF APPLICABLE LAW AND THE ZEEKR DEPOSIT AGREEMENT, INCLUDING, AMONG OTHER THINGS, PAYMENT OF RELEVANT FEES OF THE DEPOSITARY FOR THE ISSUANCE OF ZEEKR ADSS (US$5.00 PER 100 ZEEKR ADS (OR PORTION THEREOF) ISSUED) AND ANY APPLICABLE STOCK TRANSFER TAXES (IF ANY) AND RELATED CHARGES PURSUANT TO THE ZEEKR DEPOSIT AGREEMENT.

We encourage you to read the section of this proxy statement entitled “Dissenters’ Rights” beginning on page 101 as well as “Annex D—Cayman Islands Companies Act (As Revised)—Section 238 and Section 239” to this proxy statement carefully and to consult your own Cayman Islands legal counsel to obtain advice as to whether you are a Hong Kong Non-Professional Investor and therefore entitled to dissenter’s rights pursuant to Section 238, and if so, what you need to do if you desire to exercise them.

In order for you to receive timely delivery of any additional copy of this proxy statement or the accompanying proxy card in advance of the EGM, you must make your request no later than ten days prior to the date of the EGM.

SPECIAL FACTORS

Background of the Merger

Unless otherwise indicated, all dates and times referenced in this Background of the Merger refer to Beijing Time.

On May 7, 2025, the Board received a preliminary non-binding proposal letter (the “Proposal”) from Geely. In the Proposal, Geely proposed to acquire all of the outstanding Zeekr Shares (including Zeekr Shares represented by Zeekr ADSs) of the Company not already beneficially owned by Geely for (i) US$2.566 per Zeekr Share or US$25.66 per Zeekr ADS in cash or (ii) 1.23 Geely Shares per Zeekr Share or 12.3 Geely Shares per Zeekr ADS, in each case, at the Company’s shareholders and/or ADS holders’ election (the “Proposed Transaction”). In the Proposal, Geely stated that it was interested only in the Proposed Transaction and would not intend to sell their stake in the Company to any third party. The Proposal also stated that Geely intended to fund the consideration payable in the Proposed Transaction through a combination of issuance of Geely Shares, cash contributions from Geely and, if and to the extent needed, debt financing.

On the same date, GHGK Innovation Limited, Mr. Shufu Li, Ningbo Jikong Enterprise Management Co., Ltd. and Ningbo Jikong Jiju Enterprise Management Partnership (Limited Partnership) jointly filed an amendment to the Schedule 13D with the SEC in connection with the Proposal and Geely, and Luckview Group Limited also jointly filed an amendment to the Schedule 13D with the SEC in connection with the Proposal.

Prior to the opening of the U.S. markets on May 8, 2025 (U.S. time), the Company issued a press release announcing its receipt of the Proposal, and furnished the press release as an exhibit to its current report on form 6-K with the SEC.

On May 10, 2025, the Board convened a meeting via conference call to discuss the Proposal. During the meeting, the attending directors discussed the various qualifications of the directors of the Company to serve on a special committee of the Board to evaluate the Proposal. After the discussion, the Board determined that it was in the best interest of the Company and its shareholders to establish a special committee of independent directors (the “Special Committee”) and thus passed a resolution to establish the Special Committee to consider the Proposal, consisting of three independent and disinterested directors Mr. Miguel A. Lopez Ben, Mr. Stephen Brown Davis and Mr. Michael David Ricks, with Mr. Miguel A. Lopez Ben and Mr. Michael David Ricks serving as co-chairpersons of the Special Committee. The Board then granted the Special Committee the full power and authority to, among other things, (i) make such investigation of the Proposal, the Proposed Transaction and any matters relating thereto as the Special Committee, in its sole discretion, deems appropriate, (ii) evaluate the terms of the Proposal, (iii) discuss and negotiate with Geely and its representatives the proposed terms of the Proposed Transaction, (iv) explore any alternatives to the Proposed Transaction as the Special Committee, in its sole discretion, deems appropriate, including maintaining the Company’s current status as a public company, (v) if and when appropriate, negotiate definitive agreements with respect to the Proposed Transaction or any alternative transaction, (vi) report to the Board the recommendations and conclusions of the Special Committee with respect to the Proposed Transaction or any alternative transaction and any recommendation as to whether the final terms of the Proposed Transaction or any alternative transaction are fair to and in the best interest of the Company and its shareholders and should be approved by the Board and, if applicable, by the Company’s shareholders, (vii) retain, in its sole discretion, and on terms and conditions acceptable to the Special Committee, such advisors, including legal counsel, financial advisors and outside consultants, as the Special Committee deems appropriate to assist the Special Committee in discharging its responsibilities and (viii) take such other actions as the Special Committee deems necessary or appropriate to carry out its delegated responsibilities.

On May 13, 2025, the Company issued a press release announcing the formation of the Special Committee, consisting of the three independent directors named above, to evaluate and consider the Proposed Transaction.

Following its formation, the Special Committee considered proposals from and conducted interviews with multiple investment banks and law firms that had expressed interest in being considered for the roles of the financial advisor, the U.S. legal counsel and the Cayman Islands legal counsel to the Special Committee, respectively. After due consideration of the credentials, experience, reputation, conflicts of interest (if any) and other characteristics of each financial advisor candidate and each legal counsel candidate, the Special Committee retained Kroll, LLC (operating through its Duff & Phelps Opinions Practice) (“Duff & Phelps”) as its financial advisor, Simpson Thacher & Bartlett LLP (“STB”) as its U.S. legal counsel, and Ogier as its Cayman Islands legal counsel, to assist the Special Committee in evaluating and negotiating the Proposed Transaction or any alternative transaction. Following its formation and on or about May 12, 2025, members of the Special Committee also filled out confirmatory questionnaires prepared by STB, and STB confirmed that based on the responses collected, each member of the Special Committee is disinterested and independent with respect to the Proposed Transaction.

On May 20, 2025, the Special Committee convened a meeting via video conference with representatives of STB, Ogier and Duff & Phelps. Key matters discussed included: (i) confirmation of the appointment of STB, Ogier, and Duff & Phelps as advisors; (ii) a presentation by Ogier on the Special Committee’s duties under Cayman Islands law; (iii) a presentation by STB on transaction structure and key legal considerations from a deal counsel perspective, including potential exemptions from U.S. securities law requirements; (iv) a presentation by Duff & Phelps on preliminary due diligence, valuation methodologies, and the transaction timing, with permission granted for representatives of Duff & Phelps to engage with the Company’s management for financial due diligence; (v) scheduling of regular meetings with the advisors; and (vi) formal confirmation by STB, Ogier and Duff & Phelps of their independence and absence of conflict of interest in Geely or the Proposed Transaction.

Later that same day, the Company issued a press release announcing the Special Committee’s decisions to retain Duff & Phelps as its financial advisor and STB as its U.S. legal counsel.

On May 25, 2025, Latham sent its initial draft of the Merger Agreement to STB.

On May 28, 2025, STB provided the Special Committee with a list of key issues in Latham’s initial draft of the Merger Agreement.

On May 29, 2025, the Special Committee convened a meeting via video conference with representatives of STB, Ogier and Duff & Phelps. Key matters discussed included: (i) approval of retaining Fangda Partners as the Special Committee’s PRC legal counsel; (ii) communication protocols and responses to inbound inquiries; (iii) update delivered by STB on preliminary discussions with Latham; and (iv) presentation by STB on Merger Agreement key issues. Such key issues included, without limitation, securities law exemptions, disclosure requirements, dissenters’ rights, treatment of ESOP, deal protection measures, closing conditions, director indemnification, termination triggers and termination fees. The Special Committee directed Duff & Phelps to conduct a market check and prepare a preliminary list of market check candidates.

After discussing with STB Geely’s positions in the initial draft of the Merger Agreement, the Special Committee instructed STB to share a key issues list with Latham, revise the Merger Agreement and negotiate with Latham.

On May 30, 2025, STB circulated to Latham a key issues list regarding the draft Merger Agreement, based on discussions with the Special Committee. Later that day, STB and Latham discussed certain key issues under the Merger Agreement.

On May 30, 2025, Duff & Phelps sent the due diligence list to the Company, including the request of a long-term financial projections and underlying assumptions.

Between May 25, 2025 and June 5, 2025, STB, Latham, Li-Partners (Hong Kong legal counsel to Geely), Maples (Cayman Islands legal counsel to Geely) and Ogier engaged in negotiations regarding various issues in the Merger Agreement.

On June 5, 2025, STB circulated a revised draft of the Merger Agreement to Latham, reflecting feedback from the Special Committee and its advisors. On the same date, the Special Committee convened a meeting via video conference with representatives of STB, Ogier and Duff & Phelps. Representatives from Duff & Phelps updated the Special Committee on progress in financial due diligence and valuation workstreams and representatives from STB updated the Special Committee on the documentation workstream.

Between May 30, 2025 and June 6, 2025, Duff & Phelps and the Company discussed on multiple occasions the financial due diligence questions including assumptions and outputs of financial projections.

On June 6, 2025, Duff & Phelps shared with the Special Committee, among other materials, (i) financial projections received from the Company, (ii) a preliminary list of market check candidates, and (iii) an analysis of the implied cash price based on Geely stock consideration.

On June 9, 2025, the Special Committee convened a meeting via video conference with representatives of Duff & Phelps. At the meeting, Duff & Phelps walked the Special Committee through the financial projections prepared by the Company’s management, including components of bottom-up projections, and the preliminary list of market check candidates. Duff & Phelps also presented an analysis of the cash price implied by Geely’s stock consideration at various reference points. Based on these discussions, the Special Committee instructed Duff & Phelps to perform a valuation analysis of the Company based on the financial projections and other relevant information. The Special Committee also instructed Duff & Phelps to prepare a shortlist of market check candidates considering the possibility of interests and the capability and noted that it would further discuss market check candidates list at the next meeting with all advisors present.

On June 12, 2025, Duff & Phelps circulated to the Special Committee, among other materials: (i) an updated preliminary list of market check candidates with a proposed shortlist, and (ii) preliminary materials on valuation multiples. On the same date, the Special Committee convened a meeting via video conference with representatives of STB, Ogier and Duff & Phelps. Duff & Phelps presented an updated shortlist of preliminary market check candidates, including certain potential financial investors, certain potential strategic investors and certain existing China EV manufacturers, and the Special Committee was satisfied with such shortlist as presented. The Special Committee noted that it would discuss valuation logic and transaction timing with Geely on June 14 and instructed Duff & Phelps to conduct market check with the shortlisted candidates.

On June 14, 2025, Geely Holding, Geely, the Special Committee, Citi (financial advisor to Geely), Duff & Phelps, Latham and STB held a meeting via video conference. Geely noted certain recent developments including challenges that Zeekr’s business was facing and expressed a desire for an expedited transaction timeline in light of these challenges. The Special Committee noted that it would consider all relevant factors, which may include the factors cited by Geely and other factors deemed relevant by the Special Committee. The Special Committee reaffirmed its commitment to conducting a rigorous process in an informed and expeditious manner and ensuring the proposed transaction is fair and in the best interest of the Company and its shareholders.

Between June 14, 2025 and June 19, 2025, Duff & Phelps continued its discussions with the Company on the latest developments in industry and operations and discussed influences on the assumptions of the financial projections.

On June 18, 2025, Latham circulated a revised draft of the Merger Agreement to STB. Later that day, STB provided the Special Committee with a list of key issues identified in its review of the revised draft.

On June 19, 2025, Duff & Phelps provided the Special Committee with an update of the financial projection workstream with a summary of key highlights based on input from and discussions with Zeekr management to date. On the same date, the Special Committee convened a meeting via video conference with representatives of STB, Ogier and Duff & Phelps to discuss, among other topics, (i) update on the progress of the market check and valuation workstreams; (ii) status of the Merger Agreement negotiations and remaining key issues, including deal protection measures, closing conditions, termination triggers and termination fees. Duff & Phelps responded to questions from the Special Committee in relation to the latest financial projections and rationale underlying these projections, and the Special Committee directed Duff & Phelps to further discuss with Company management the financial projections, as well as the basis and reasonableness thereof. After discussing Geely’s positions in the revised draft of the Merger Agreement, the Special Committee instructed STB to revise the Merger Agreement and negotiate with Latham based on, among others, the following positions: (a) require a “majority of the minority” shareholder approval condition, (b) require a right for the Zeekr Board to change the board’s recommendation and terminate the merger agreement in connection with a superior proposal or an intervening event, and (c) require Geely to pay Geely Termination Fee in the event that the Merger Agreement is terminated due to failure to obtain required regulatory approvals.

On June 21, 2025, Geely, the Special Committee, Citi, Duff & Phelps, Latham and STB held a meeting via video conference. Geely discussed certain factors affecting Zeekr’s business performance and stock price movements. The Special Committee noted that it would continue to consider all relevant factors, which may include the factors cited by Geely and other factors deemed relevant by the Special Committee.

On June 24, 2025, STB circulated a revised version of the Merger Agreement to Latham for review, reflecting the positions on the various key issues as instructed by the Special Committee.

On June 26, 2025, STB circulated a further revised version of the representations and warranties sections of the Merger Agreement to Latham for review which incorporated comments from the Company.

On the same date, the Special Committee convened a meeting via video conference with representatives of Zeekr management, STB, Ogier and Duff & Phelps. Zeekr management presented analysis of the outlook for China’s passenger car market and the EV sector in particular, and forecasts for the recently integrated Zeekr and Lynk & Co brands. Zeekr management also discussed mid-to-long term financial projections, including expected model line-ups and margin targets. After Zeekr management left the meeting, Duff & Phelps updated the Special Committee on market check and valuation progress, and STB provided updates on recent Merger Agreement negotiations with Latham and regulatory analysis.

On July 3, 2025, Duff & Phelps provided the Special Committee with (i) a market check log detailing progress with shortlisted candidates and (ii) preliminary valuation materials ahead of the Special Committee’s upcoming meeting. On the same date, the Special Committee convened a meeting via video conference with representatives of STB, Ogier and Duff & Phelps. Duff & Phelps reported on the latest market check progress and verbally updated the Special Committee on its valuation analysis. Based on these discussions, the Special Committee instructed Duff & Phelps to prepare a letter to Geely expressing dissatisfaction with the current offer price, requesting a higher bid, and outlining supporting factors.

Between July 3, 2025 and July 8, 2025, STB and Latham continued negotiating outstanding issues in the Merger Agreement and coordinated on logistical matters.

On July 8, 2025, Duff & Phelps, on behalf of the Special Committee, delivered a request by email to Geely and Citi requesting an improved offer, citing various supporting factors.

On July 9, 2025, Latham circulated a revised version of the Merger Agreement to STB. Later that day, STB provided a list of key issues identified in its review of the revised draft.

Between July 8, 2025 and July 11, 2025, Latham, STB, Maples and Ogier continued negotiations and substantially finalized the terms of the Plan of Merger and other ancillary documents, pending resolution of certain outstanding terms.

On July 10, 2025, Citi, on behalf of the Geely, responded to Duff & Phelps’s earlier email, rejecting the factors cited by Duff & Phelps in favor of an improved offer and stating that Geely’s proposed privatization offered Zeekr the best solution to address its business and cash flow challenges. Citi further noted its belief that failing to consummate the transaction in a timely manner would not be in the best interest of the Company and its shareholders, including Zeekr’s minority shareholders.

On the same date, the Special Committee convened a meeting via video conference with representatives of STB, Ogier and Duff & Phelps. Duff & Phelps reported on the latest market check progress, verbally updated the Special Committee on its latest valuation range and noted that Geely, through its advisors, had indicated a willingness to increase the per Zeekr ADS cash offer price by 3% while keeping the exchange ratio unchanged at 12.3, contingent on Zeekr’s concessions on key Merger Agreement terms (including, but not limited to, the “majority of the minority” shareholder approval condition, and Zeekr’s right to change the Board’s recommendation and terminate the merger agreement in connection with a superior proposal or an intervening event). After deliberation, the Special Committee directed its advisors to request a more significant price increase of the cash consideration to US$28 in cash per Zeekr ADS. The Special Committee and STB then discussed key Merger Agreement issues, including merger consideration, PRC regulatory approvals, ESOP treatment, deal protection measures, closing conditions, outside date, termination fees and expense reimbursement.

Later that day, the Special Committee’s advisors relayed to Geely a request to increase the cash consideration to US$28 in cash per Zeekr ADS, and Geely rejected the request.

On July 11, 2025, STB circulated the revised Merger Agreement to Latham, insisting on the “majority of the minority” shareholder approval condition and Zeekr’s right to terminate the in connection with a superior proposal or an intervening event, along with other proposed final edits pending price discussions.

Later that day, Citi, Duff & Phelps, Latham and STB held a discussion, during which Citi relayed Geely’s increased offer of US$26.87 in cash or 12.3 Geely Shares per Zeekr ADS, stating that this was Geely’s best and final offer, contingent on Zeekr’s concessions on the key Merger Agreement terms noted above. Through Citi and Latham, Geely explicitly stated that it would withdraw the Proposal if no agreement was reached within the next week.

Shortly thereafter, the Special Committee convened a meeting via video conference with representatives of STB, Ogier and Duff & Phelps, during which STB and Duff & Phelps reported on their discussions with Latham and Citi. The Special Committee instructed its advisors to request that the cash consideration be increased to US$27 per Zeekr ADS while maintaining a constructive dialogue with Geely. In particular, the Special Committee indicated that if Geely accepted the termination fee amounts previously proposed by the Special Committee, it was prepared to accept Geely’s offer of US$26.87 in cash or 12.3 Geely Shares per Zeekr ADS.

On July 12, 2025, Geely informed the Special Committee that there was no room for further increases in the merger consideration, but Geely was willing to agree to the termination fee arrangements proposed by the Special Committee.

Between July 11, 2025 and July 13, 2025, STB and Latham continued negotiations and substantially finalized the terms of the Merger Agreement. The finalized draft included, among other terms: (i) merger consideration of US$26.87 in cash or 12.3 Geely Shares per Zeekr ADS, and (ii) a Geely Termination Fee of 2% of the Company’s equity value and a Zeekr Termination Fee of 1% of the Company’s equity value. In light of these improved terms and considering all other relevant factors, the Special Committee decided not to further insist on the “majority of the minority” shareholder approval requirement and Zeekr’s right to terminate the Merger Agreement in connection with a superior proposal or an intervening event. On July 13, 2025, Latham circulated a proposed execution version of the Merger Agreement to STB.

On July 15, 2025, the Special Committee convened a meeting via video teleconference with representatives of STB, Ogier and Duff & Phelps. At the request of the Special Committee, Duff & Phelps confirmed that, during the market check process, no party other than Geely has expressed an interest in exploring any alternative transaction with the Company, and delivered a final presentation in connection with issuing its fairness opinion. Duff & Phelps discussed the Company’s financial performance and historical share trading price and provided a summary of the various financial analyses it had performed. Thereafter, at the request of the Special Committee, Duff & Phelps verbally rendered its opinion to the Special Committee (which was subsequently confirmed in writing by the delivery of Duff & Phelps’s written opinion, dated July 15, 2025, addressed to the Special Committee) that, as of the date thereof and based upon and subject to the procedures followed, assumptions made, qualifications and limitations on the review undertaken and other matters considered by Duff & Phelps in preparing its opinion, the merger consideration of (i) US$2.687 per Zeekr Share (or US$26.87 per Zeekr ADS) in cash or (ii) 1.23 newly issued Geely Shares per Zeekr Share (or 12.3 Geely Shares per Zeekr ADS), in each case, at the Company’s shareholders and/or ADS holders’ election, to be received by the holders of Zeekr Shares (other than the Excluded Shares, the Dissenting Shares, Purported Dissenting Shares, Zeekr Shares represented by Zeekr ADSs and Zeekr Shares held by directors, officers or affiliates of Geely) and holders of Zeekr ADSs (other than Zeekr ADSs representing the Excluded Shares and Zeekr Shares held by directors, officers or affiliates of Geely), respectively, pursuant to the Merger Agreement, is fair from a financial point of view to such holders. Please see “Special Factors – Opinion of the Special Committee’s Financial Advisor” beginning on page 34 for additional information regarding the financial analysis performed by Duff & Phelps and the opinion rendered by Duff & Phelps to the Special Committee. The full text of the written opinion of Duff & Phelps to the Special Committee, dated July 15, 2025, is attached as Annex C to this proxy statement. Thereafter, STB reviewed the key terms of the Merger Agreement with the Special Committee. Following a discussion of the terms of the Merger Agreement, as well as Duff & Phelps’s presentation of its financial analyses and opinion, the Special Committee noted Geely’s position that the merger consideration of (i) US$2.687 per Zeekr Share (or US$26.87 per Zeekr ADS) in cash or (ii) 1.23 newly issued Geely Shares per Zeekr Share (or 12.3 Geely Shares per Zeekr ADS) represented Geely’s best and final offer, and unanimously (a) determined that the execution by the Company of the Merger Agreement and the Plan of Merger and the consummation of the Transactions, including the Merger are fair and in the best interest of the Company and its shareholders, and declared it advisable for the Company to enter into the Merger Agreement, the Plan of Merger and the consummation of the Transactions, including the Merger, and (b) recommended the approval and authorization of the Merger Agreement, the Plan of Merger and the Transactions, including the Merger, to the Board. In adopting these resolutions, the Special Committee took into account the factors described under the heading titled “Special Factors — Reasons for the Merger and Recommendation of the Special Committee and the Board” beginning on page 28.

Following the meeting of the Special Committee, the Board convened a meeting in person and via video conference and, based upon the unanimous recommendation of the Special Committee and taking into account the other factors described below under the heading titled “Special Factors — Reasons for the Merger and Recommendation of the Special Committee and the Board” beginning on page 28, all directors present and entitled to vote unanimously (a) determined that the execution by the Company of the Merger Agreement and the Plan of Merger and the consummation of the Transactions, including the Merger are fair to and in the best interest of the Company and its shareholders, and declared it advisable, for the Company to enter into the Merger Agreement and the Plan of Merger and to consummate the Transactions, including the Merger, (b) authorized and approved the execution, delivery and performance of the Merger Agreement and the Plan of Merger and the consummation of the Transactions, including the Merger, and (c) resolved to recommend in favor of the authorization and approval of the Plan of Merger and the Transactions, including the Merger, to the Company’s shareholders and to direct that the Plan of Merger and the Transactions, including the Merger, be submitted to the shareholders of the Company for their approval and authorization at an extraordinary general meeting of the Company’s shareholders.

Following the Board meeting, on the same date, the Company, Geely and Merger Sub executed and delivered the Merger Agreement.

Later on the same date, (i) the Company issued a press release announcing the execution of the Merger Agreement, and furnished the press release as an exhibit to its current report on Form 6-K filed with the SEC and (ii) GHGK Innovation Limited, Mr. Shufu Li, Ningbo Jikong Enterprise Management Co., Ltd. and Ningbo Jikong Jiju Enterprise Management Partnership (Limited Partnership) jointly filed an amendment to the Schedule 13D with the SEC and Geely, and Luckview Group Limited also jointly filed an amendment to the Schedule 13D with the SEC, in each case, in light of the entry into the definitive agreements for the Proposed Transaction.

Reasons for the Merger and Recommendation of the Special Committee and the Board

At a meeting on July 15, 2025, the Special Committee, after consultation with its financial advisor and legal counsel and due consideration, unanimously (a) determined that the execution by the Company of the Merger Agreement and the Plan of Merger and the consummation of the Transactions, including the Merger are fair and in the best interest of the Company and its shareholders, and declared it advisable for the Company to enter into the Merger Agreement, the Plan of Merger and the consummation of the Transactions, including the Merger, and (b) recommended the approval and authorization of the Merger Agreement, the Plan of Merger and the Transactions, including the Merger, to the Board.

At a meeting on July 15, 2025, after careful consideration and upon the unanimous recommendation of the Special Committee, the Board (acting by all directors who are present and entitled to vote), (a) determined that the execution by the Company of the Merger Agreement and the Plan of Merger and the consummation of the Transactions, including the Merger are fair to and in the best interest of the Company and its shareholders, and declared it advisable, for the Company to enter into the Merger Agreement and the Plan of Merger and to consummate the Transactions, including the Merger, (b) authorized and approved the execution, delivery and performance of the Merger Agreement and the Plan of Merger and the consummation of the Transactions, including the Merger, and (c) resolved to recommend in favor of the authorization and approval of the Merger Agreement, the Plan of Merger and the Transactions to the Company’s shareholders and to direct that the Merger Agreement, the Plan of Merger and the Transactions be submitted to the shareholders of the Company for their approval and authorization at an extraordinary general meeting of the Company’s shareholders..

In the course of reaching their respective determinations, the Special Committee and the Board considered various factors and potential benefits of the Merger, each of which the Special Committee and the Board believe supported their decision to recommend the Merger Agreement and that the Merger is fair to and in the best interest of the Company and its shareholders. These factors and potential benefits, which are not listed in any relative order of importance, include without limitation:

In addition, the Special Committee and the Board believed that sufficient procedural safeguards were and are present to ensure that the Merger is procedurally fair to the Company and its shareholders (including shareholders other than Geely or its subsidiaries) and to permit the Special Committee and the Board to represent effectively the interests of such shareholders, which procedural safeguards include the following, which are not listed in any relative order of importance:

The Special Committee and the Board also considered a variety of potentially negative factors concerning the Merger Agreement and the Merger, including the following, which are not listed in any relative order of importance:

The foregoing discussion of information and factors considered by the Special Committee and the Board is not intended to be exhaustive, but includes certain material factors considered by the Special Committee and the Board. In view of the wide variety of factors considered by the Special Committee and the Board, neither the Special Committee nor the Board found it practicable to quantify or otherwise assign relative weights to the foregoing factors in reaching its conclusions. In addition, individual members of the Special Committee and the Board may have given different weights to different factors and may have viewed some factors more positively or negatively than others. The Special Committee recommended that the Board authorize and approve, and the Board authorized and approved, the Merger Agreement, the Plan of Merger and the Transactions, including the Merger, based upon the totality of the information presented to and considered by it.

The Special Committee and the Board noted that the authorization and approval of the execution of the Merger Agreement, the Plan of Merger and the consummation of the Transactions, including the Merger, are not subject to approval by a majority of the holders of Zeekr Shares other than Geely or its subsidiaries. Nevertheless, the Special Committee and the Board believe the Merger is procedurally fair to the such holders given, among other things, (i) that the majority-of-the-minority voting requirement is not customary in merger transactions involving Cayman Islands companies, (ii) the financial analysis performed by Duff & Phelps, and (iii) that various safeguards and protective measures have been adopted to ensure the procedural fairness of the Transactions, including without limitation (a) the Board’s formation of the Special Committee and granting to the Special Committee of the authority to review, evaluate, and negotiate (and to ultimately either authorize or reject) the terms of the Merger Agreement, the Plan of Merger and the Transactions, (b) the Special Committee’s retention of, and receipt of advice from, competent and experienced independent legal counsels and independent financial advisor for purposes of negotiating the terms of the Transactions and/or preparing a report concerning the fairness of the Transactions, (c) the execution of the Merger Agreement, the Plan of Merger and the consummation of the Transactions, including the Merger, have been approved by all of the directors who are neither employees of the Company nor affiliated with the management of the Company or Geely, and (d) the right of the Company to evaluate bona fide unsolicited alternative acquisition proposals that may arise before the Company’s shareholders vote upon the Merger.

In reaching its conclusion regarding the fairness of the Merger to the holders of Zeekr Shares and Zeekr ADSs (including holders other than Geely and its subsidiaries) and its decision to recommend the authorization and approval of the Merger Agreement, the Plan of Merger and the Transactions, including the Merger, the Special Committee considered financial analyses presented by Duff & Phelps. These analyses included, among others, historical trading ranges, discounted cash flows analysis, comparable companies analysis and precedent transactions analysis. The material analyses as presented to the Special Committee on July 15, 2025 are summarized below under the section entitled “Special Factors — Opinion of the Special Committee’s Financial Advisor” beginning on page 34. The Special Committee and the Board expressly adopted these analyses and opinions, among other factors considered, in reaching their respective determination as to the fairness of the Transactions, including the Merger.

Neither the Special Committee nor the Board considered the liquidation value of the Company’s assets because each considers the Company to be a viable going-concern business where value is derived from cash flows generated from its continuing operations. In addition, the Special Committee and the Board believe that the value of the Company’s assets that might be realized in a liquidation would be significantly less than its going-concern value for the reasons that (i) liquidation sales generally result in proceeds substantially less than the sales of a going concern; (ii) it is impracticable to determine a liquidation value given the significant execution risk involved in any breakup of a company; (iii) an ongoing operation has the potential to become profitable, while a liquidated company does not, such that the “going-concern value” will be higher than the “liquidation value” of a company because the “going-concern value” includes the liquidation value of a company’s tangible assets as well as the value of its intangible assets, such as goodwill; and (iv) a liquidation process would involve additional legal fees, costs of sale and other expenses that would reduce any amounts that shareholders might receive upon liquidation. Furthermore, the Company has no intention of liquidation and the Merger will not result in the liquidation of the Company. Each of the Special Committee and the Board believes the analyses and additional factors it reviewed provided an indication of the Company’s going-concern value. Each of the Special Committee and the Board also considered the historical market prices of the Zeekr ADSs as described under the section entitled “Market Price of the Zeekr ADSs, Dividends and Other Matters — Market Price of Zeekr ADSs” beginning on page 72. Each of the Special Committee and the Board considered the purchase prices paid in previous purchases as described under “Transactions in the Shares” beginning on page 104.

Neither the Special Committee nor the Board, however, consider the Company’s net book value, which is defined as total assets minus total liabilities, attributable to the Company’s shareholders, as a factor. The Special Committee and the Board believe that net book value is not a material indicator of the value of the Company as a going concern as it does not take into account the future prospects of the Company, market conditions, trends in the industry or the business risks inherent in competing with larger companies in that industry. The Company’s net book value per Share as of December 31, 2024 was approximately US$(0.55) based on 2,541,971,138 Shares outstanding as of that date. See “Where You Can Find More Information” beginning on page 109 for a description of how to obtain a copy of the Company’s Annual Report.

The Company is not aware of any firm offers made by any unaffiliated person, other than Geely and its subsidiaries, during the past two years for (i) the merger or consolidation of the Company with or into another company, (ii) the sale of all or a substantial part of the Company’s assets or (iii) the purchase of the Company’s voting securities that would enable the holder to exercise control over the Company.

In reaching its determination that the Merger Agreement, the Plan of Merger and the Transactions, including the Merger, are fair to, and in the best interest of, the Company and its shareholders (including holders who are not Geely or its subsidiaries) and its decision to authorize and approve the Merger Agreement, the Plan of Merger and the Transactions, including the Merger, and recommend the authorization and approval of the Merger Agreement, the Plan of Merger and the Transactions, including the Merger, by the Company’s shareholders, the Board, on behalf of the Company, considered the analysis and factors described above under this section and under “Special Factors — Background of the Merger” and expressly adopted such determination, recommendation and analysis. During its consideration of the Merger Agreement and the Transactions, including the Merger, the Board was also aware that some of the Company’s shareholders, including Geely and its subsidiaries, and certain directors and employees of the Company, have interests with respect to the Merger that are, or may be, different from, or in addition to those of the other shareholders of the Company generally, as described under the section entitled “Special Factors — Interests of Certain Persons in the Merger” beginning on page 47.

Except as set forth under “Special Factors — Background of the Merger” beginning on page 23, “Special Factors — Reasons for the Merger and Recommendation of the Special Committee and the Board” beginning on page 28 and “Special Factors — Opinion of the Special Committee’s Financial Advisor” beginning on page 34, no director who is not an employee of the Company has retained an unaffiliated representative to act solely on behalf of the holders of Zeekr Shares or Zeekr ADSs for purposes of negotiating the terms of the Transaction and/or preparing a report concerning the fairness of the Transaction.

For the foregoing reasons, the Company and the Board believe that the Merger Agreement, the Plan of Merger and the Transactions, including the Merger, are fair to, and in the best interest of, the Company and its shareholders (including shareholders who are neither Geely nor its subsidiaries).

Opinion of the Special Committee’s Financial Advisor

In connection with its opinion, Duff & Phelps has made such reviews, analyses and inquiries as it has deemed necessary and appropriate under the circumstances. Duff & Phelps also took into account its assessment of general economic, market and financial conditions, as well as its experience in securities and business valuation, in general, and with respect to similar transactions, in particular. Duff & Phelps’ procedures, investigations, and financial analysis with respect to the preparation of its opinion included, but were not limited to, the items summarized below:

In performing its analyses and rendering its opinion with respect to the Merger, Duff & Phelps, with the Company’s and the Special Committee’s consent:

To the extent that any of the foregoing assumptions or any of the facts on which the opinion is based prove to be untrue in any material respect, Duff & Phelps’ opinion cannot and should not be relied upon. Furthermore, in Duff & Phelps’ analysis and in connection with the preparation of its opinion, Duff & Phelps has made numerous assumptions with respect to industry performance, general business, market and economic conditions and other matters, many of which are beyond the control of any party involved in the Merger.

Duff & Phelps has prepared this Opinion effective as of July 15, 2025. This Opinion is necessarily based upon market, economic, financial and other conditions as they exist and can be evaluated as of July 15, 2025, and Duff & Phelps disclaims any undertaking or obligation to advise any person of any change in any fact or matter affecting this Opinion which may come or be brought to the attention of Duff & Phelps after July 15, 2025.

Duff & Phelps did not evaluate the Company’s solvency or conduct an independent appraisal or physical inspection of any specific assets or liabilities (contingent or otherwise).  Other than in connection with certain investment banking services provided by DPS to the Special Committee (including a pre-signing market check), Duff & Phelps has not been requested to, and did not, (i) initiate any discussions with, or solicit any indications of interest from, third parties with respect to the Merger, the assets, businesses or operations of the Company, or any alternatives to the Merger; (ii) negotiate the terms of the Merger, and therefore, Duff & Phelps has assumed that such terms are the most beneficial terms, from the Company’s perspective, that could, under the circumstances, be negotiated among the parties to the Merger Agreement and the Merger; or (iii) advise the Special Committee or any other party with respect to alternatives to the Merger. Duff & Phelps did not undertake an independent analysis of any potential or actual litigation, regulatory action, possible unasserted claims or other contingent liabilities, to which the Company is or may be a party or is or may be subject, or of any governmental investigation of any possible unasserted claims or other contingent liabilities to which the Company is or may be a party or is or may be subject.

Duff & Phelps is not expressing any opinion as to the market price or value of the Zeekr Shares, the Zeekr ADSs or the Geely Shares (or anything else) prior to or after the announcement or the consummation of the Merger. Duff & Phelps’ opinion should not be construed as a valuation opinion, credit rating, solvency opinion, an analysis of the Company’s credit worthiness, as tax advice, or as accounting advice.  Duff & Phelps has not made, and assumes no responsibility to make, any representation, or render any opinion, as to any legal matter.

In rendering its opinion, Duff & Phelps is not expressing any opinion with respect to the amount or nature of any compensation to any of the Company’s officers, directors, or employees, or any class of such persons, relative to the Merger Consideration, or with respect to the fairness of any such compensation.

Duff & Phelps’ opinion is furnished for the use and benefit of the Special Committee in connection with its consideration of the Merger.  Duff & Phelps’ opinion (i) does not address the merits of the underlying business decision to enter into the Merger versus any alternative strategy or transaction; (ii) does not address any transaction related to the Merger; (iii) is not a recommendation as to how the Special Committee, the board of directors of the Company or any holder of Zeekr Shares or Zeekr ADSs should vote or act with respect to any matters relating to the Merger, or whether to proceed with the Merger or any related transaction, including whether such holder of Zeekr Shares should elect to receive the Per Share Cash Consideration or the Per Share Stock Consideration or whether such holder of Zeekr ADSs should elect to receive the Per ADS Cash Consideration or the Per ADS Stock Consideration or, in either case, should make no election; (iv) does not indicate that the Merger Consideration is the best possibly attainable under any circumstances; instead, it merely states whether the Merger Consideration in the Merger is within a range suggested by certain financial analyses; (v) does not address the allocation of the (A) Per Share Merger Consideration as among the holders of Zeekr Shares who receive the Per Share Cash Consideration or the Per Share Stock Consideration or (B) Per ADS Merger Consideration as among the holders of Zeekr ADSs who receive the Per ADS Cash Consideration or the Per ADS Stock Consideration; (vi) does not address the relative fairness of the Per Share Cash Consideration or the Per Share Stock Consideration; and (vii) does not address the relative fairness of the Per ADS Cash Consideration or the Per ADS Stock Consideration. Furthermore, Duff & Phelps does not express a view or opinion as to what the value of Geely Shares actually will be when issued pursuant to the Merger. The decision as to whether to proceed with the Merger or any related transaction may depend on an assessment of factors unrelated to the financial analysis on which this Opinion is based.  The opinion should not be construed as creating any fiduciary duty on the part of Duff & Phelps to any party.

Duff & Phelps’ opinion is solely that of Duff & Phelps, and Duff & Phelps’ liability in connection with the opinion shall be limited in accordance with the terms set forth in the D&P Engagement Letter.  Duff & Phelps’ opinion is confidential, and its use and disclosure are strictly limited in accordance with the terms set forth in the D&P Engagement Letter.

Summary of Financial Analysis

Set forth below is a summary of the material analyses performed by Duff & Phelps in connection with the delivery of its opinion to the Special Committee. This summary is qualified in its entirety by reference to the full text of Duff & Phelps’ opinion, attached hereto as Annex C. While this summary describes the analyses and factors that Duff & Phelps deemed material in its presentation to the Special Committee, it is not a comprehensive description of all analyses and factors considered by Duff & Phelps. The preparation of a fairness opinion is a complex process that involves various determinations as to the most appropriate and relevant methods of financial analysis and the application of these methods to the particular circumstances. Therefore, a fairness opinion is not readily susceptible to partial analysis. In arriving at its opinion, Duff & Phelps did not attribute any particular weight to any analysis or factor considered by it, but rather made qualitative judgments as to the significance and relevance of each analysis and factor. Accordingly, Duff & Phelps believes that its analyses must be considered as a whole and that selecting portions of its analyses and of the factors considered by it in rendering the fairness opinion without considering all analyses and factors could create a misleading or incomplete view of the evaluation process underlying its opinion. The conclusion reached by Duff & Phelps was based on all analyses and factors taken as a whole, and also on the application of Duff & Phelps’ own experience and judgment.

The financial analyses summarized below include information presented in tabular format. In order for Duff & Phelps’ financial analyses to be fully understood, the tables must be read together with the text of each summary. The tables alone do not constitute a complete description of the financial analyses. Considering the data below without considering the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of Duff & Phelps’ financial analyses.

Discounted Cash Flow Analysis

Duff & Phelps performed a discounted cash flow analysis of the projected future unlevered free cash flows attributable to the Company for the fiscal years ending December 31, 2025 through December 31, 2030, with unlevered “free cash flow” defined as cash that is available either to reinvest or to distribute to security holders. The discounted cash flow analysis was used to determine the net present value of estimated future free cash flows using a weighted average cost of capital as the applicable discount rate. For the purposes of its discounted cash flow analysis, Duff & Phelps used and relied upon the Management Projections.

Duff & Phelps estimated the net present value of all cash flows attributable to the Company after fiscal year 2030 (the “Terminal Value”) using a perpetuity growth formula assuming a 3.0% terminal growth rate, which took into consideration an estimate of the expected long-term growth rate of the selected public companies in the EV and traditional vehicle industry and the Company’s business. Duff & Phelps used discount rates ranging from 13.25% to 15.25% to discount the projected free cash flows and the Terminal Value. Duff & Phelps estimated the Company’s discount rates by considering several factors including the Company’s: (1) current stage of its life cycle, (2) projected growth and financial performance, and (3) risks to achieve the projections, including execution, and competitive risks, among others. Duff & Phelps believes that this range of discount rates is consistent with the rate of return that security holders could expect to realize on alternative investment opportunities with similar risk profiles.

Based on these assumptions, Duff & Phelps’ discounted cash flow analysis resulted in an estimated enterprise value for the Company of RMB56,500 million to RMB70,400 million.

Selected Public Companies and Merger and Acquisition Transactions Analyses

Duff & Phelps analyzed selected public companies and selected merger and acquisition transactions for purposes of estimating valuation multiples with which to calculate a range of implied enterprise values of the Company. This collective analysis was based on publicly available information and is described in more detail in the sections that follow.

The companies used for comparative purposes in the following analysis were not directly comparable to the Company, and the transactions used for comparative purposes in the following analysis were not directly comparable to the Merger. Duff & Phelps does not have access to nonpublic information of any of the companies used for comparative purposes. Accordingly, a complete valuation analysis of the Company and the Merger cannot rely solely upon a quantitative review of the selected public companies and selected transactions, but involves complex considerations and judgments concerning differences in financial and operating characteristics of such companies and targets, as well as other factors that could affect their value relative to that of the Company. Therefore, the selected public companies and the selected merger and acquisition transactions analyses are subject to certain limitations.

Selected Public Companies Analysis. Duff & Phelps compared certain financial information of the Company to corresponding data and ratios from publicly traded companies in the China EV and China Vehicle industry that Duff & Phelps deemed relevant to its analysis. For purposes of its analysis, Duff & Phelps used certain publicly available historical financial data and consensus equity analyst estimates for the selected publicly traded companies. The six companies in the China EV industry and four companies in Global EV industry and four companies in the China vehicle industry included in the selected public company analysis were:

China EV Companies

Global EV Companies

China Vehicle Companies

Duff & Phelps selected these companies for its analysis based on their relative similarity, primarily in terms of business model, to that of the Company.

The tables below summarize certain observed trading multiples and historical and projected financial performance, on an aggregate basis, of the selected public companies. The estimates for 2025, 2026 and 2027 in the tables below with respect to the selected public companies were derived based on information for the 12-month periods ending closest to the fiscal year ends for which information was available.

Notes:

LTM = Latest Twelve Months

Enterprise Value = (Market Capitalization) + (Debt + Preferred Stock + Non-Controlling Interest) - (Cash & Equivalents) - (Net Non-Operating Assets)

CAGR = Compounded Annual Growth Rate

EBITDA = Earnings Before Interest, Taxes, Depreciation and Amortization

Source: Capital IQ, Bloomberg, company Filings, annual and interim Reports.

Selected M&A Transactions Analysis. Duff & Phelps compared the Company to the target companies involved in the selected merger and acquisition transactions listed in the table below. The selection of these transactions was based on, among other things, the target company’s industry, the relative size of the transaction compared to the Merger, and the availability of public information related to the transaction. The selected transactions indicated enterprise value to LTM revenue multiples has a median of 0.41x, enterprise value to LTM EBITDA multiples has a median of 15.6x, enterprise value to LTM EBIT multiples has a median of 4.4x.

The Company is not directly comparable to the target companies in the selected M&A transactions analysis given certain characteristics of the transactions and the target companies, including business and industry comparability and lack of recent relevant transactions. Therefore, although it reviewed the selected M&A transactions analysis, Duff & Phelps did not select valuation multiples for the Company based on the selected M&A transactions analysis.

Notes:

LTM = Latest Twelve Months

Source: Capital IQ, Bloomberg, company filings, press releases

Summary of Selected Public Companies and M&A Transactions Analyses

In order to estimate a range of enterprise values for the Company, Duff & Phelps applied valuation multiples to the Company’s projected EBITDA ending December 31, 2027. The projected EBITDA were adjusted for purposes of this analysis to eliminate non-recurring income (expenses). Valuation multiples were selected taking into consideration historical and projected financial performance metrics of the Company relative to such metrics of the selected public companies. Rather than applying the average or median multiple from the public company set, Duff & Phelps selected multiples that, in its judgement, reflected the Company’s size, growth outlook, capital requirements, profit margins, revenue mix, and other characteristics relative to the comparable group. Duff & Phelps noted that while it reviewed the selected M&A transactions, it did not select valuation multiples for the Company based on the Selected M&A Transactions Analysis for the reasons described under the caption “Selected M&A Transactions Analysis” above.

Based on these analyses, Duff & Phelps’ selected public companies analysis resulted in an estimated enterprise value for the Company of RMB59,200 million to RMB76,900 million.

Summary of Discounted Cash Flow Analysis and Selected Public Companies and M&A Transactions Analyses

The range of estimated enterprise values for the Company that Duff & Phelps derived from its discounted cash flow analysis was RMB56,500 million to RMB70,400 million while from its public companies and M&A transaction analysis was RMB59,200 million to RMB76,900 million. Duff & Phelps concluded that the Company’s enterprise value was within a range of RMB57,850 million to RMB73,650 million based on the analyses described above. Based on the concluded enterprise value, Duff & Phelps estimated the range of equity value of the Company to be RMB44,914 million to RMB59,183 million.

Based on the foregoing analysis, Duff & Phelps estimated the value of each ADS to range from US$24.25 to US$31.96.

Summary of Per ADS Stock Consideration Indication

Duff & Phelps calculated the Per ADS Stock Consideration based on Geely closing stock price of HKD17.98 as of July 14, 2025 multiplied by the exchange ratio of 12.3 and converted into USD using an exchange rate of 7.85 as of July 11, 2025.

The Per ADS Stock Consideration as calculated above is US$28.17 per ADS.

Duff & Phelps also calculated the Per ADS Stock Consideration indication based on Geely’s 5-day average volume weighted average price (VWAP), 30-day low and 30-day high.

Conclusion

Duff & Phelps noted that the Per Share Merger Consideration to be received by the holders of Zeekr Shares (other than the Zeekr Shares represented by Zeekr ADSs, the Excluded Shares, the Dissenting Shares, the Purported Dissenting Shares and Zeekr Shares held by directors, officers or affiliates of Geely) and the Per ADS Merger Consideration to be received by the holders of Zeekr ADSs (other than the Zeekr ADSs representing the Excluded Shares and Zeekr Shares held by directors, officers or affiliates of Geely) in the Merger was within the range of the per Share and per ADS value indicated by its analyses.

Duff & Phelps’ opinion was only one of the many factors considered by the Special Committee in its evaluation of the Merger and should not be viewed as determinative of the views of the Special Committee.

Fees and Expenses

As compensation for Duff & Phelps’ services in connection with the rendering of its opinion to the Special Committee, the Company agreed to pay Duff & Phelps a fee of US$1,185,000, consisting of a nonrefundable retainer of US$500,000 payable upon engagement, and US$685,000 payable upon Duff & Phelps rendering the opinion whether orally or in writing to the Special Committee.

As compensation for DPS services in connection with the market check exercise, the Company agreed to pay DPS an upfront fee of US$250,000.

No portion of Duff & Phelps’ fee is refundable or contingent upon the consummation of a transaction or the conclusion reached in the opinion. The Company has also agreed to indemnify Duff & Phelps for certain liabilities arising out of its engagement. In addition, the Company has agreed to reimburse Duff & Phelps for its reasonable out-of-pocket expense (including the fees and expenses of outside counsel) incurred in connection with the rendering of its opinion, not to exceed US$85,000.

The terms of the fee arrangements with Duff & Phelps, which the Company believes are customary in transactions of this nature, were negotiated at arm’s length, and the Special Committee and the Company’s Board are aware of these fee arrangements.

Purposes of and Reasons for the Merger

Geely

For Geely, the purpose of the Merger is to enable the Buyer to acquire 100% ownership and control of the Company in a transaction in which the Zeekr Shares (other than the Excluded Shares, the Dissenting Shares, the Purported Dissenting Shares and Zeekr Shares represented by Zeekr ADSs) and Zeekr ADSs (other than Zeekr ADSs representing the Excluded Shares) will be cashed out in exchange for the Per Share Merger Consideration and the Per ADS Merger Consideration, as applicable, so that Geely will bear the rewards and risks of the ownership of the Company after the Merger, including any future earnings and growth of the Company as a result of improvements to the Company’s operations or acquisitions of other businesses.

The Company

The Company’s purpose for engaging in the Merger is to enable its shareholders to receive Per Share Merger Consideration and Per ADS Merger Consideration (less Zeekr ADS cancellation fee, Zeekr ADS depositary services fee and any other fees and charges payable by the Zeekr ADS holders pursuant to the terms of the Zeekr Deposit Agreement), without interest and net of any applicable withholding taxes. The Company has determined to undertake the Merger at this time based on the analyses, determinations and conclusions of the Special Committee and the Board described in detail under the section entitled “Special Factors — Reasons for the Merger and Recommendation of the Special Committee and the Board” beginning on page 28.

Effects of the Merger on the Company

Private Ownership

The Zeekr ADS are currently listed on the NYSE under the symbol “ZK”. It is expected that, following the consummation of the Merger, the Company will cease to be a publicly traded company and will instead become a private company beneficially owned by the Buyer. Following the completion of the Merger, the Merger Sub will merge with the Company, with the Company continuing as the surviving entity in the Merger, and the Company will become a wholly-owned subsidiary of the Buyer, be privatized, be delisted from the NYSE and be deregistered under the Securities Exchange Act of 1934, as amended. The ADS program for Zeekr Shares will terminate.

Directors and Management of the Surviving Company

The directors of Merger Sub immediately prior to the Effective Time will be the directors of the Surviving Company upon the Effective Time, each to hold office in accordance with the memorandum and articles of association of the Surviving Company until their respective death, resignation, or removal or until their respective successors are duly elected and qualified. The officers of the Company immediately prior to the Effective Time will be the officers of the Surviving Company upon the Effective Time, each to hold office in accordance with the memorandum and articles of association of the Surviving Company until their respective death, resignation, or removal or until their respective successors are duly elected and qualified.

The Company’s Net Book Value and Net Loss

As of the date of this proxy statement, Geely beneficially owns 1,668,996,860 Zeekr Shares (including Zeekr Shares represented by Zeekr ADSs), which collectively represent approximately 65.2% of the total issued and outstanding Zeekr Shares in the Company. Immediately after the closing of the Merger, Geely will own 100% of the outstanding Zeekr Shares of the Company. The Company’s net loss attributable to the Company’s shareholders for the fiscal year ended December 31, 2024 was approximately US$880.0 million, and the Company’s net book value as of December 31, 2024 was approximately US$(1,390.9) million.

The table below sets out the direct or indirect share in the Company’s net book value and net loss for Geely before and immediately after the Merger, based on the historical net book value and net loss of the Company as of and for the year ended December 31, 2024.

Note:

(1) Ownership percentages are based on 2,561,728,021 Zeekr Shares outstanding as of the date of this proxy statement (excluding Zeekr Shares issued to the Depositary and reserved for exercise of outstanding Zeekr RSU Awards).

Alternatives to the Merger

The Board did not independently determine to initiate a process for the sale of the Company. The Special Committee was formed on May 10, 2025 in response to the receipt of the proposal letter from Geely on May 7, 2025. In light of (i) the stated intention of Geely not to sell the Zeekr Shares (including Zeekr Shares represented by Zeekr ADSs) held by it and its subsidiaries to any third party and the beneficial ownership of Geely and subsidiaries of approximately 65.2% of the entire issued and outstanding Zeekr Shares (including Zeekr Shares represented by Zeekr ADSs), which represent approximately 65.2% of the aggregate voting power of the Company, each as of the date of this proxy statement, (ii) the fact that, since the announcement of the proposed transaction and prior to the entry into the Merger Agreement, the Special Committee has, through its advisors, conducted a rigorous market check but no party other than Geely has contacted the Company, the Special Committee or any of their counsels or advisors expressing an interest in exploring any alternative transaction with the Company, and (iii) the interdependence between Zeekr and Geely and Zeekr’s reliance on Geely and its affiliates across research, operations, procurement, manufacturing and other key activities, the Special Committee determined that there was no viable alternative to the Proposed Transaction.

The Special Committee also took into account that, subject to compliance with the terms and conditions of the Merger Agreement, prior to the receipt of the Required Zeekr Vote, the Board (upon recommendation of the Special Committee) is permitted to effect an Zeekr Change of Recommendation (as defined in the section entitled “The Merger Agreement—No Zeekr Change of Recommendation”) with respect to an alternative acquisition proposal that the Board (upon recommendation of the Special Committee) concludes in good faith constitutes a Superior Proposal after giving effect to all of the adjustments which may be offered by Geely. In this regard, the Special Committee recognized that it has flexibility under the Merger Agreement (subject to the terms and conditions set forth therein) to respond to an alternative transaction proposed by a third party that is or is reasonably likely to result in a Superior Proposal, including the ability to provide information to and engage in discussions and negotiations with such party.

In addition, the Board and the Special Committee considered, as alternatives available to the Company to enhance shareholder value, that the Company remains as a public company. However, the Board and the Special Committee did not believe such options to be equally or more favorable in enhancing shareholder value, after considering factors such as the forecasts of future financial performance prepared by management, the reliance on Geely and its affiliates across research, operations, procurement, manufacturing and other key activities, the offer premium implied by the Per Share Merger Consideration and the Per ADS Merger Consideration, the limited trading volume of the Zeekr ADSs on NYSE, the costs of regulatory compliance and disclosure requirements for public companies, the challenges to the Company’s efforts to increase shareholder value as an independent publicly traded company and the requirement, as an SEC-reporting company, to disclose a considerable amount of business information to the public which will limit the Company’s ability to compete in the market, and the potential impact of the Holding Foreign Companies Accountable Act on the Company.

See “Special Factors – Purposes of and Reasons for the Merger” beginning on page 45 for additional information on factors and potential benefits that were considered by the Special Committee and the Board in connection with the Merger.

Effects on the Company if the Merger is Not Completed

If the Company’s shareholders do not authorize and approve the Merger, the Plan of Merger and the Transactions, or if the Merger is not completed for any other reason, the Company’s shareholders will not receive any payment for their Zeekr Shares or Zeekr ADSs pursuant to the Merger Agreement, nor will the holders of any Zeekr RSU Award that is outstanding and vested as of immediately prior to the Effective Time receive any payment pursuant to the Merger Agreement. In addition, the Company will remain a publicly traded company and the Zeekr ADSs will continue to be listed and traded on the NYSE, provided that the Company continues to meet the NYSE’s listing requirements. In addition, the Company will remain subject to the reporting obligations of the SEC. Therefore, the Company’s shareholders will continue to be subject to similar risks and opportunities as they currently are with respect to their ownership of Zeekr Shares and Zeekr ADSs. Accordingly, if the Merger is not completed, we cannot assure you as to the effect of these risks and opportunities on the future value of Zeekr Shares or Zeekr ADSs, including the risk that the market price of the Zeekr ADSs may decline to the extent that the current market price reflects a market assumption that the Merger will be completed.

Under specified circumstances, the Company may be required to pay Geely or its designees a termination fee or reimburse Geely for certain expenses in connection with the Merger, or Geely may be required to pay the Company a termination fee or reimburse the Company for certain expenses in connection with the Merger, in each case as described in “The Merger Agreement—Termination Fees and Reimbursement of Expenses” beginning on page 98.

If the Merger is not completed, the Board will, from time to time, evaluate and review, among other things, the business, operations, dividend policy and capitalization of the Company and make such changes as are deemed appropriate and continue to seek to identify strategic alternatives to enhance shareholder value. If the Merger Agreement is not approved by the shareholders or if the Merger is not completed for any other reason, we cannot assure you that any other transaction acceptable to the Company will be offered, or that the business, prospects or results of operations of the Company will not be adversely impacted.

Financing of the Merger

The Buyer intends to fund the cash merger consideration through Geely’s internal resources, or if necessary, debt financing. The Buyer intends to fund the stock merger consideration through issuance of Geely Shares (including Geely Shares represented by Geely ADSs) in connection with the Merger.

Remedies and Limitation in Liability

The parties to the Merger Agreement may be entitled to the payment of a termination fee, the payment of certain reimbursement amount or the grant of specific performance of the terms of the Merger Agreement, including an injunction or injunctions to prevent breaches of the Merger Agreement and to enforce specifically the terms and provisions of the Merger Agreement, in addition to any other remedy at law or equity.

While the parties may pursue both a grant of specific performance (including an injunction and injunctions) and monetary damages until such time as the other party pays a termination fee or the reimbursement amount (as applicable under the Merger Agreement), none of them will be permitted or entitled to receive both a grant of specific performance (including an injunction and injunctions) and monetary damages.

Subject to the equitable remedies the parties may be entitled to as discussed above, (i) the maximum aggregate liabilities of Geely and Merger Sub for monetary damages in connection with the Merger Agreement are limited to a Geely Termination Fee of US$137,667,264 or a Geely Reimbursement Amount of up to US$2,000,000 (as applicable under the Merger Agreement); and (ii) the maximum aggregate liabilities of the Company for monetary damages in connection with the Merger Agreement are limited to a Zeekr Termination Fee of US$68,833,632 or a Zeekr Reimbursement Amount of up to US$2,000,000 (as applicable under the Merger Agreement). More information may be found in the section entitled “The Merger Agreement - Remedies and Limitations on Liability” beginning on page 99.

Interests of Certain Persons in the Merger

In considering the recommendation of the Special Committee and the Board with respect to the Merger, you should be aware that the Buyer and its subsidiaries have interests in the transaction that are different from, and/or in addition to, the interests of the other holders of Zeekr Shares or Zeekr ADSs generally. The Board and the Special Committee were aware of such interests and considered them, among other matters, in reaching their decisions to authorize and approve the Plan of Merger and the Transactions contemplated by the Merger Agreement, including the Merger, and recommend that our shareholders vote in favor of authorizing and approving the Plan of Merger and the Transaction, including the Merger.

Interests of the Buyer

As the result of the Merger, Geely will own 100% of the equity interest in the Surviving Company immediately following the completion of the Merger. Because of the Buyer’s equity interest in the Surviving Company, it will directly or indirectly enjoy the benefits from any future earnings and growth of the Company after the Merger which, if the Company is successfully managed, could exceed the value of their original investments in the Company. The Buyer will also directly bear the corresponding risks of any possible decreases in the future earnings, growth or value of the Company. The Buyer’s investment in the Surviving Company will be illiquid, with no public trading market for the Surviving Company’s shares and no certainty that an opportunity to sell its shares in the Surviving Company at an attractive price, or that dividends paid by the Surviving Company will be sufficient to recover its investment.

The Merger may also provide additional means to enhance shareholder value for the Buyer, including improved profitability due to the decrease in the expenses associated with public company reporting and compliance, increased flexibility and responsiveness in management of the business to achieve growth and respond to competition without the restrictions of short-term earnings comparisons and additional means for making liquidity available to the Buyer, such as through dividends or other distributions.

While Mr. Shufu Li exercises control power over the Buyer, neither he nor any of his affiliates (other than the Buyer) is a buyer or a co-bidder or a member of a buyer consortium or similar arrangement with the Buyer with respect to the Merger. The Zeekr Shares (including Zeekr Shares represented by Zeekr ADSs) that may be deemed to be beneficially owned by Mr. Shufu Li and any of his affiliates, other than those beneficially owned by the Buyer, will be subject to the Merger, as part of the Zeekr Shares (including Zeekr Shares represented by Zeekr ADSs) to be acquired by the Buyer in the Merger.

In addition, GHGK Innovation Limited (“GHGK”), a shareholder of the Company controlled by Mr. Shufu Li, irrevocably and unconditionally agrees that, if it elects to receive the shares of Geely as consideration (“Consideration Shares”) in respect of any of its Zeekr Shares in connection with the Merger, and the issuance of the Consideration Shares to GHGK pursuant to its election at the Effective Time would, after giving effect to the issuance of the Consideration Shares to all other holders of Zeekr Shares and/or Zeekr ADSs at the Effective Time pursuant to their respective elections under the Merger Agreement, result in the aggregate holding of voting rights in the Buyer by Mr. Li and his Concert Parties (as defined under the Hong Kong Codes on Takeovers and Mergers and Share Buy-backs) collectively increasing by more than 2% from their lowest aggregate percentage holding of voting rights in the Buyer during the twelve-month period ending on and inclusive of the Effective Time (such lowest aggregate percentage holding, the “Reference Percentage”), thereby triggering a mandatory offer obligation under Rule 26.1 of the Hong Kong Codes on Takeovers and Mergers and Share Buy-backs, then GHGK shall be deemed to have elected to receive: (i) the Consideration Shares in respect of only such maximum whole number of Zeekr Shares it holds as will not result in the aggregate holding of voting rights in the Buyer by Mr. Li and his Concert Parties increasing by more than 2% from the Reference Percentage, after giving effect to the issuance of the Consideration Shares to all other holders of Zeekr Shares and/or Zeekr ADSs at the Effective Time pursuant to their respective elections under the Merger Agreement; and (ii) cash consideration in respect of all remaining Zeekr Shares it holds, in each case as notified in writing by the Buyer to GHGK. GHGK further acknowledges and agrees that the Buyer may take, or may procure its agents to take, all actions necessary, desirable, or expedient to give effect to the above.

Interests of the Company’s Executive Officers and Directors in the Merger

In considering the recommendation of the Special Committee and the Board, the holders of Zeekr Shares and Zeekr ADSs should be aware that certain of the Company’s directors and executive officers have interests in the Transactions that are different from, and/or in addition to, the interests of such holders generally. These interests include:

The Special Committee and the Board were aware of these potential conflicts of interest and considered them, among other matters, in reaching their decisions and recommendations with respect to the Merger Agreement and related matters.

Treatment of Company Equity Awards

As of the Effective Time, without any action on the part of the holders thereof, each Zeekr RSU Award that is outstanding and vested as of immediately prior to the Effective Time shall be converted into a number of Geely Shares equal to the product obtained by multiplying (i) the applicable number of Zeekr Shares subject to such Zeekr RSU Award immediately prior to the Effective Time by (ii) 1.23, rounded to the nearest whole share.

As of the Effective Time, without any action on the part of the holders thereof, each Zeekr RSU Award that is outstanding and unvested immediately prior to the Effective Time shall be assumed by Geely and converted into a Geely Share Award with respect to a number of Geely Shares equal to the product obtained by multiplying (i) the applicable number of Zeekr Shares subject to such Zeekr RSU Award immediately prior to the Effective Time by (ii) 1.23, rounded to the nearest whole share. Each Geely Share Award shall continue to have, and shall be subject to, substantially the same terms and conditions as applied to the corresponding Zeekr RSU Award immediately prior to the Effective Time (taking into account any changes thereto by reason of the Merger Agreement or the Merger).

Indemnification; Directors’ and Officers’ Insurance

See “The Merger Agreement – Indemnification; Directors’ and Officers’ Insurance” beginning on page 94.

The Special Committee

On May 10, 2025, the Board established a Special Committee of independent and disinterested directors to consider the proposal from the Buyer and to take any actions it deems appropriate to assess the fairness and viability of such proposal. The Special Committee is composed of three independent and disinterested directors: Mr. Miguel A. Lopez Ben, Mr. Stephen Brown Davis and Mr. Michael David Ricks. The Board appointed Mr. Miguel A. Lopez Ben and Mr. Michael David Ricks as the co-chairman of the Special Committee. Other than their receipt of Board and Special Committee compensation (which are not contingent upon the consummation of the Merger or the Special Committee’s or the Board’s recommendation of the Merger) and their indemnification and liability insurance rights under the Merger Agreement, none of the members of the Special Committee has a financial interest in the Merger or any of transactions contemplated thereby that is different from that of the holders of Zeekr Shares (including Zeekr Shares represented by Zeekr ADSs) other than the Buyer and its subsidiaries and none of them is related to the Buyer. The Board did not place any limitations on the authority of the Special Committee regarding its investigation and evaluation of the Merger.

The Company compensates the members of the Special Committee in exchange for their service in such capacity. The monthly compensation is US$25,000 for each co-chair of the Special Committee and US$20,000 for the other member of the Special Committee, the payment of which is not contingent upon the completion of the Merger or the Special Committee’s or the Board’s recommendation of the Merger.

Position with the Surviving Company

After completion of the Merger, it is anticipated that (i) the directors of Merger Sub immediately prior to the Effective Time will be the directors of the Surviving Company upon the Effective Time, each to hold office in accordance with the memorandum and articles of association of the Surviving Company until their respective death, resignation, or removal or until their respective successors are duly elected and qualified; and (ii) the officers of the Company immediately prior to the Effective Time will be the officers of the Surviving Company upon the Effective Time, each to hold office in accordance with the memorandum and articles of association of the Surviving Company until their respective death, resignation, or removal or until their respective successors are duly elected and qualified.

Related Party Transactions

The Company has adopted an audit committee charter that requires the audit committee to review on an ongoing basis and approve all related party transactions as defined in Item 404 of Regulation S-K. For a description of related party transactions for the years ended December 31, 2022, 2023 and 2024, see “Item 7. Major Shareholders and Related Party Transactions” included in the Company’s annual report on Form 20-F for the fiscal year ended December 31, 2024, incorporated by reference into this proxy statement. See “Where You Can Find More Information” beginning on page 109 for a description of how to obtain a copy of the Company’s annual report on Form 20-F.

Fees and Expenses

Fees and expenses incurred or to be incurred by the Company in connection with the Merger are estimated at the date of this proxy statement and set forth in the table below. Such fees and expenses are subject to change pending completion of the Merger.

These expenses other than any applicable fees, charges and expenses of the Depositary and government charges (other than withholding taxes, if any) due to or incurred by the Depositary in connection with the cancellation of Zeekr ADSs (and the underlying Zeekr Shares) will not reduce the merger consideration to be received by the holders of Zeekr Shares and Zeekr ADSs. If the Merger is completed, the party incurring any costs and expenses in connection with the Merger and the Merger Agreement will pay those costs and expenses.

Voting by the Buyer at the EGM

Pursuant to the Merger Agreement, the Buyer will:

Litigation Related to the Merger

We are not aware of any lawsuit that has been filed which challenges the Merger, the Merger Agreement or the Transactions as of the date of this proxy statement.

Accounting Treatment of the Merger

The Merger is expected to be accounted for, at historical cost, as a merger of entities under common control in accordance with Accounting Standards Codification 805-50, “Business Combinations — Related Issues.”

Regulatory Matters

The Company does not believe that any material governmental regulatory approvals, filings or notices are required in connection with effecting the Merger other than (a) the approvals, filings or notices required under the federal securities laws and applicable listing rules of NYSE, (b) the filing of the Plan of Merger (and supporting documentation as specified in the Cayman Islands Companies Act) with the Cayman Registrar and, in the event the Merger becomes effective, a copy of the Certificate of Merger being given to the shareholders and creditors of the Company and Merger Sub as at the time of the filing of the Plan of Merger and notice of the Merger being published in the Cayman Islands Government Gazette, (c) the Hong Kong Stock Exchange Approval, (d) the Geely PRC Regulatory Filings and (e) the Blue Sky Filings. See “The Merger Agreement – Conditions to the Merger” beginning on page 96 for additional information.

In addition, PRC ODI Investors electing to receive the stock consideration need to complete all Applicable ODI Filings.

Dissenters’ Rights

The Company has considered whether the Zeekr shareholders will be entitled to exercise statutory dissenters’ rights in respect of the Merger under Section 238. Having communicated with its advisors, the Company is of the view that Section 239 applies to the Merger such that none of the rights of dissenters under Section 238 shall be available in respect of the Merger to the Zeekr Shareholders other than for any Zeekr Shareholder who is a Hong Kong Non-Professional Investor. See “Dissenters’ Rights” beginning on page 101 for additional information.

Geely Share Price

Geely is a public company whose shares are listed on the Hong Kong Stock Exchange under stock code “0175” and you are encouraged to make your own investigation into the business, operations, property, financial and other condition, creditworthiness and consequences of investing in Geely, and review documents and information (including publicly available information about Geely, none of which should be deemed as incorporated by reference into this Proxy Statement or any documents filed or furnished with the SEC or otherwise disseminated to Zeekr shareholders or Zeekr ADS holders in connection with the Merger) as you deem appropriate to make your own decision whether to elect the stock consideration in the Merger. The stock portion of the merger consideration that Zeekr shareholders or Zeekr ADS holders electing to receive stock consideration will receive is a fixed number of Geely Shares (1.23 Geely Shares per Zeekr Share or 12.3 Geely Shares per Zeekr ADS), rather than a number of Geely Shares with a fixed market value. If the benefits of the Merger do not meet the expectations of investors or securities analysts, the market price of Geely Shares may decline. The market values of Geely Shares and Zeekr ADSs at the Effective Time of the Merger may vary significantly from their prices on the date the Merger Agreement was executed, the date of this proxy statement, or the date on which votes on the Merger were to taken place. Because the exchange ratio relating to the stock portion of the merger consideration is fixed (1.23 Geely Shares per Zeekr Share or 12.3 Geely Shares per Zeekr ADS) and will not be adjusted to reflect any changes in the market price of Geely Shares or Zeekr ADSs, the market value of Geely Shares issued in the Merger and the Zeekr Shares or Zeekr ADSs cancelled in exchange therefor may be higher or lower than the values of these shares on earlier dates.

In addition, following the Merger, fluctuations in the price of Geely Shares could contribute to the loss of all or part of your investment in Geely Shares.

The trading price of Geely Shares following the Merger could be volatile and subject to wide fluctuations in response to various factors, some of which are beyond Geely’s control. Any of the factors listed below could have a material adverse effect on your investment in Geely Shares. In such circumstances, the trading price of Geely Shares may not recover and may experience a further decline.

Factors affecting the trading price of Geely Shares may include:

Broad market and industry factors may materially harm the market price of Geely Shares irrespective of Geely’s operating performance. The stock market in general, and Hong Kong Stock Exchange specifically, have experienced extreme volatility that has often been unrelated to the operating performance of particular companies. A loss of investor confidence in the market for the stocks of other companies which investors perceive to be similar to Geely could depress Geely’s stock price regardless of Geely’s business, prospects, financial conditions or results of operations. A decline in the market price of Geely Shares also could adversely affect Geely’s ability to issue additional securities and Geely’s ability to obtain additional financing in the future.

U.S. Federal Income Tax Consequences

The following general discussion addresses certain of the anticipated material U.S. federal income tax consequences to U.S. Holders (as defined below) that exchange their Zeekr Shares or Zeekr ADSs for the Merger Consideration in connection with the Merger. This discussion is based upon the U.S. Internal Revenue Code of 1986, as amended (the “Code”), final and temporary Treasury Regulations promulgated thereunder, the income tax treaty between the United States and the PRC (the “Treaty”), administrative pronouncements, and judicial decisions as of the date hereof, all of which are subject to change, possibly on a retroactive basis, and to differing interpretation, which may result in tax consequences different from those described below. We have not requested a ruling from the U.S. Internal Revenue Service (the “IRS”) with respect to the statements made and the conclusions reached in the following summary, and there can be no assurances that the IRS or a court will agree with such statements and conclusions set forth below.

This discussion does not address any U.S. federal estate, gift, Medicare, or other non-income tax, or any state, local, or non-U.S. tax consequences of the Merger. This discussion is a summary for general information purposes only and does not consider all aspects of U.S. federal income taxation that may be relevant to particular investors in light of their individual circumstances or to certain types of investors subject to special tax rules, including: