03836 和谐汽车展示文件：2. 买卖协议之补充协议

Dated the 22nd day of July 2025

CHINA HARMONY AUTO HOLDING LIMITED

(as vendor)

and

EPOWER GLOBAL LIMITED

(as purchaser)

and

FENG CHANGE

(as purchaser’s guarantor)

SUPLEMENTAL AGREMENT

AGREMENT FOR SALE AND PURCHASE

HOLMAN FENWICK WILAN

22/F, Alexandra House, 18 Chater Road,

Central, Hong Kong

w.hfw.com

Ref: 108151-1

THIS SUPLEMENTAL AGREMENT is made on the 22nd day of July 2025

BETWEN:

, a company incorporated in the

Cayman Islands with limited liability, and having its registered ofice at Vistra (Cayman)

Limited, P.O. Box 31119, Grand Pavilion, Hibiscus Way, 802 West Bay Road, Grand

Cayman, KY1-1205, Cayman Islands and its principal place of busines in Hong Kong at

Rom 1915, 19/F, Le Garden One, 33 Hysan Avenue, Causeway Bay, Hong Kong, and

whose shares are listed on the Main Board of The Stock Exchange of Hong Kong Limited

(Stock Code: 3836) (the “Vendor”);

, a company incorporated in the British Virgin Islands

with limited liability, and having its registered ofice at Unit 8, 3/F, Qwomar Trading

Complex, Blackburne Road, Port Purcel, Road Town, Tortola, VG1110, British Virgin

Islands (the “Purchaser”); and

(3) FENG CHANGE (冯长革) (holder of Hong Kong Identity Card No. ) of

(the “Purchaser’s

Guarantor”),

(the Vendor, the Purchaser and the Purchaser’s Guarantor are herein colectively refered

to as the “Parties” and each a “Party”).

WHEREAS:

(A) By an agrement dated 23 May 2025 and entered into among the Parties (the “S&P

Agrement”), the Vendor has agred to sel and the Purchaser has agred to purchase the

Sale Shares (as defined therein) together with the Sale CN (as defined therein) upon the

terms and conditions set out in the S&P Agrement.

(B) The Vendor and the Purchaser have agred to vary certain terms of the S&P Agrement

relating to the sale and purchase of the Sale Shares and the Sale CN subject to the terms

and conditions contained in this Suplemental Agrement.

guarante the obligations of the Purchaser under the S&P Agrement as amended,

modified or suplemented by this Suplemental Agrement and to give certain

undertakings and indemnities to the Vendor as set out therein.

NOW IT IS HEREBY AGRED as folows:

1. DEFINITIONS AND INTERPRETATION

1.1 Unles otherwise defined herein or the context otherwise requires, capitalized terms used in

this Suplemental Agrement shal have the same meanings ascribed to them in the S&P

Agrement.

1.2 In this Suplemental Agrement, including the Recitals and the Schedules, unles the context

otherwise requires, the folowing words and expresions shal have the meanings ascribed to

them respectively below:

“S&P Agrement” has the meaning ascribed to it in Recital (A); and

“this Suplemental

Agrement”

means this Suplemental Agrement.

1.3 In this Suplemental Agrement where the context admits:

a) words and phrases (not otherwise defined in this Suplemental Agrement) the

definitions of which are contained or refered to in the Companies Ordinance shal

be construed as having the meanings thereby atributed to them;

b) references to ordinances and to statutory provisions shal be construed as references

to those ordinances or statutory provisions as respectively modified (on or before the

date hereof) or re-enacted (whether before or after the date hereof) from time to time

and to any orders, regulations, instruments or subordinate legislation made under the

relevant ordinances or provisions thereof and shal include references to any

repealed ordinance or provisions thereof which has ben so re-enacted (with or

without modifications);

c) references to Clauses, Schedules, Recitals and Exhibits are (unles the context

otherwise requires) references to clauses hereof, schedules, recitals and exhibits

hereto, references to Paragraphs are, unles otherwise stated, references to

paragraphs of the relevant Schedule; and

d) (unles the context otherwise requires) words denoting the singular include the plural

and vice versa; words denoting any one gender include al genders; words denoting

persons include incorporations, firms, companies, corporations and unincorporated

bodies of persons and vice versa.

1.4 The headings and sub-headings are inserted for convenience only and shal not afect the

construction of this Suplemental Agrement.

1.5 The Recitals, Schedules and Exhibits form part of this Suplemental Agrement and shal

have the same force and efect as if expresly set out in the body of this Suplemental

Agrement and any reference to this Suplemental Agrement shal include the Recitals,

the Schedules and the Exhibits.

1.6 The English names of the PRC entities, government authorities, Laws, regulations or

documents are inserted for identification purposes only and if there is any inconsistency

betwen their English and Chinese names in this Suplemental Agrement, the Chinese

names shal prevail for the construction of this Suplemental Agrement.

2. SALE AND PURCHASE OF THE SALE SHARES AND THE SALE CN

2.1 The Parties hereby agre that the terms of the S&P Agrement shal be amended as folows:

a) The definition of “Capitalisation and Modification Agrement” in Clause 1.1 of the

S&P Agrement shal be deleted in its entirety and substituted therefor by the

folowing:

“Capitalisation and

Modification Agrement”

means the capitalisation and modification

agrement to be entered into betwen the Vendor

and the Company in relation to the Capital

Reorganisation, substantialy in the form set out in

Schedule 6; “;

b) Clause 4.1(d) of the S&P Agrement shal be deleted in its entirety and substituted

therefor by the folowing:

“d) the shareholders of the Vendor (other than those who are required to

abstain from voting under the Listing Rules and the Takeovers Code)

pasing at an extraordinary general meting of the Vendor an ordinary

resolution, aproving among others, the entering into, execution, delivery

and performance of this Agrement and the transactions and arangements

contemplated hereunder, including without limitation (i) the sale of the

Sale Shares and the Sale CN by the Vendor to the Purchaser; and (i) the

Capital Restructuring comprising the Prefered Loans;”;

c) Clause 10 of the S&P Agrement shal be deleted in its entirety and substituted

therefor by the folowing:

“10. POST-COMPLETION UNDERTAKINGS

10.1 The Vendor hereby irevocably and unconditionaly undertakes that,

folowing Completion, in the event that the Purchaser exercises any part

of its conversion rights ataching to the RMB 80M CN, the Vendor must

exercise its conversion rights ataching to the RMB 97M CN to the same

extent, such that upon exercise of the conversion rights by each of the

Vendor and the Purchaser under the CNs, the respective equity interests

of the Vendor and the Purchaser in the Company shal remain as 55% and

45%, respectively.

10.2 The Purchaser hereby irevocably and unconditionaly undertakes that,

folowing Completion, in the event that the Vendor exercises any part of

its conversion rights ataching to the RMB 97M CN, the Purchaser must

exercise its conversion rights ataching to the RMB 80M CN to the same

extent, such that upon exercise of the conversion rights by each of the

Vendor and the Purchaser under the CNs, the respective equity interests

of the Vendor and the Purchaser in the Company shal remain as 55% and

45%, respectively.

10.3 For the avoidance of doubt, the provisions of this Clause 10 shal continue

in ful force and efect notwithstanding Completion and shal survive any

termination of this Agrement.”;

d) the form set out in the Apendix hereto be aded after Schedule 5.

3. CONSENT

For the avoidance of doubt, the Purchaser’s Guarantor hereby confirms that he consents to

the amendments to the S&P Agrement as set out in Clause 2.1.

4. FUL FORCE AND EFECT

4.1 This Suplemental Agrement is suplemental to the S&P Agrement.

4.2 Each of the Parties hereby confirms and acknowledges that al the provisions of the S&P

Agrement, as amended, modified and/or suplemented by this Suplemental

Agrement, and the rights and obligations of each of the Parties under the S&P

Agrement, as so amended, modified and/or suplemented, shal continue to remain in

ful force and efect and are enforceable in acordance with their respective terms.

5. GENERAL

5.1 The S&P Agrement and this Suplemental Agrement shal be read and construed as

one single document. References to “this Agrement” in the S&P Agrement shal,

unles the context otherwise requires, be construed as the S&P Agrement as amended,

modified or suplemented by this Suplemental Agrement.

5.2 This Suplemental Agrement may be executed in any number of counterparts or

duplicates each of which shal be an original but such counterparts or duplicates shal

together constitute one and the same instrument. A Party may execute this Suplemental

Agrement on a facsimile or scaned copy counterpart and deliver its signature by

facsimile or scaned copy via email.

5.3 The S&P Agrement as suplemented by this Suplemental Agrement (together with

any documents refered to therein and herein) sets out the entire agrement and

understanding betwen the Parties in relation to the transactions contemplated thereunder

and hereunder, and supersedes al previous agrements, arangements and understandings

betwen them with regard to such transactions.

5.4 Each Party shal pay its own costs of and incidental to this Suplemental Agrement.

6. LEGAL REPRESENTATION

The Purchaser hereby expresly acknowledges and confirms that Holman Fenwick Wilan

only act as the legal advisers of the Vendor in conection with this Suplemental

Agrement, the sale and purchase of the Sale Shares and the Sale CN and the transactions

contemplated hereunder and the maters incidental hereto, and the Purchaser has ben

advised to sek independent legal advice in conection with the terms of this Agrement,

the sale and purchase of the Sale Shares and the Sale CN and any other transactions

contemplated hereunder and the maters incidental hereto relating to the Purchaser or

otherwise.

7. GOVERNING LAW AND JURISDICTION

7.1 This Suplemental Agrement shal be governed by and construed in acordance with

the laws of Hong Kong.

7.2 In relation to any legal action or procedings to enforce this Suplemental Agrement or

arising out of or in conection with this Suplemental Agrement each of the Parties

irevocably submits to the non-exclusive jurisdiction of the courts of Hong Kong and

waives any objection to procedings in such courts on the grounds of venue or on the

grounds that the procedings have ben brought in any inconvenient forum.

7.3 The submisions by the Parties refered to in Clause 7.2 shal not afect the right of any

Party to take procedings in any other jurisdiction nor shal the taking of procedings in

any jurisdiction preclude any Party from taking procedings in any other jurisdiction.

7.4 The Purchaser hereby apoints Mr. Feng of

, Hong Kong as its agent to receive on its behalf service of

procedings isued out of the courts of Hong Kong in any action or procedings arising

out of or in conection with this Suplemental Agrement.

7.5 If for any reason the relevant proces agent of the Purchaser ceases to be able to act as

such or no longer has an adres in Hong Kong, the Purchaser irevocably agres to

apoint a substitute proces agent aceptable to the Vendor, and to deliver to the Vendor

a copy of the new agent’s aceptance of that apointment within thre (3) Busines Days.

8. CONTRACTS (RIGHTS OF THIRD PARTIES) ORDINANCE

Unles otherwise expresly provided in this Suplemental Agrement, any person who is

not a party to this Suplemental Agrement shal have no rights under the Contracts

(Rights of Third Parties) Ordinance, Chapter 623 of the Laws of Hong Kong, to enforce

or to enjoy the benefit of any provisions of this Suplemental Agrement. For the

avoidance of doubt, this provision does not afect any right or remedy of a third party which

exists or is available otherwise than from the said Ordinance;

Provided that the Group shal have the benefit of and may enforce the S&P Agrement as

suplemented by this Suplemental Agrement; and the terms of the S&P Agrement as

suplemented by this Suplemental Agrement may be varied from time to time or

rescinded without the consent of any person who is not a party to the S&P Agrement as

suplemented by this Suplemental Agrement and section 6(1) of the Contracts (Rights of

Third Parties) Ordinance, Chapter 623 of the Laws of Hong Kong, shal not aply to the

S&P Agrement as suplemented by this Suplemental Agrement.

AS WITNES the Parties have caused this Suplemental Agrement to be executed the day and

year first above writen.

(Remainder of this page is intentionaly left blank)

APENDIX

(form of Schedule 6)

–

SCHEDULE 6

FORM OF THE CAPITALISATION AND MODIFICATION AGREMENT

Dated the [] day of [] 2025

CHINA HARMONY AUTO HOLDING LIMITED

and

ICAR GROUP LIMITED

CAPITALISATION AND MODIFICATION AGREMENT

HOLMAN FENWICK WILAN

22/F, Alexandra House, 18 Chater Road,

Central, Hong Kong

w.hfw.com

Ref: 108151-1

THIS AGREMENT is made on the [] day of [] 2025

BETWEN:

, a company incorporated in the

Cayman Islands with limited liability, and having its registered ofice at Vistra (Cayman)

Limited, P.O. Box 31119, Grand Pavilion, Hibiscus Way, 802 West Bay Road, Grand

Cayman, KY1-1205, Cayman Islands and its principal place of busines in Hong Kong at

Rom 1915, 19/F, Le Garden One, 33 Hysan Avenue, Causeway Bay, Hong Kong, and

whose shares are listed on the Main Board of The Stock Exchange of Hong Kong Limited

(Stock Code: 3836) (the “Subscriber”); and

, a company incorporated in the Cayman Islands with limited

liability, and having its registered ofice at Third Flor, Century Yard, Cricket Square, P.O.

Box 902, Grand Cayman, KY1-1103, Cayman Islands (the “Isuer”),

(the Subscriber and the Isuer are herein colectively refered to as the “Parties” and each a

“Party”).

WHEREAS:

(A) On 23 May 2025, the Subscriber as vendor, Epower Global Limited (“EGL”) as purchaser and

Mr. Feng Change as the purchaser’s guarantor entered into an agrement (the “SPA”), which

is suplemented by a suplemental agrement dated 22 July 2025 for the sale and purchase of

(i) the shares representing 45% of the isued share capital of the Isuer as at the date of the

SPA as enlarged by the isue and alotment of the Capitalisation Shares (as defined below)

contemplated by the Capital Reorganisation (as defined below); and (i) the convertible bond

to be isued by the Isuer in the principal amount of RMB80,000,000 upon completion of the

Capital Reorganisation.

(B) Pursuant to Clause 4.1(c) of the SPA, completion of the transactions contemplated by the

Capital Reorganisation is one of the conditions precedent to completion of the sale and

purchase contemplated under the SPA.

the Vendor Group Creditors (as defined in the SPA) for certain intra-group indebtednes in the

agregate amount of RMB1,118.7 milion (colectively, the “Intra-Group Indebtednes”),

comprising the agregate principal loan amounts and the respective interests acrued thereon

up to the date of the SPA. Such Intra-Group Indebtednes is unsecured, interest bearing at rates

determined with reference to the prevailing market rates and has no fixed term of repayment.

(D) Before the date of this Agrement, each Vendor Group Creditor asigned al its benefits and

interests in respect of the relevant portion of the Intra-Group Indebtednes then owing by the

relevant Target Group Debtor to such Vendor Group Creditor fre from encumbrances to the

Subscriber absolutely. As such, as at the date of this Agrement, the Intra-Group Indebtednes

is owing by the relevant Target Group Debtors to the Subscriber.

(E) The Subscriber and the Isuer have therefore agred to implement and give efect to the

transactions contemplated by the Capital Reorganisation upon the terms and conditions set out

in this Agrement.

NOW IT IS HEREBY AGRED as folows:

1. DEFINITIONS AND INTERPRETATION

1.1 In this Agrement, including the Recitals and the Schedules, unles the context otherwise

requires, the folowing words and expresions shal have the meanings ascribed to them

respectively below:

“this Agrement” means this Agrement as amended, modified or

suplemented from time to time;

“Authority” means any government or quasi-governmental authority or

political subdivision thereof; any department, agency or

instrumentality of any government or political subdivision

thereof; any court or arbitral tribunal; and the governing body

of any securities exchange, or any supervisory or regulatory

body, in each case having competent jurisdiction;

“Busines Day” means any day (other than Saturday or Sunday or public

holiday or any day on which a tropical cyclone warning

signal no. 8 or above or a black rainstorm warning signal is

hoisted or Extreme Conditions are anounced or in force in

Hong Kong at any time betwen 9:00 a.m. and 5:00 p.m.) on

which banks in Hong Kong are open for busines; and

“Extreme Conditions” means the ocurence of “extreme

conditions” as anounced by any government Authority of

Hong Kong due to serious disruption of public transport

services, extensive floding, major landslides, large-scale

power outage or any other adverse conditions before tropical

cyclone warning signal no. 8 or above is replaced with

tropical cyclone warning signal no. 3 or below;

Capital Reorganisation

includes the Loan Capitalisation, the Isuance of CNs and the

Conversion to Prefered Loan;

Capitalisation Price

means US$1.0 per Capitalisation Share;

“Capitalisation Shares” has the meaning ascribed to it in Clause 2.1;

“CNs” means the RMB 80M CN and the RMB 97M CN;

Companies Ordinance

means the Companies Ordinance, Chapter 622 of the Laws of

Hong Kong;

Completion

means completion of the transactions contemplated by the

Capital Reorganisation in acordance with the provisions of

Clause 6;

“Completion Date” means the [*] Busines Day after the fulfilment (or waiver, as

the case may be) of the Conditions or such other date as may be

agred by the Subscriber and the Isuer in writing;

“Conditions ” means the conditions precedent contained or refered to in

Clause 5.1;

Consent

includes any consent, licence, aproval, authorisation,

permision, filing, registration, certificate, waiver, order or

exemption;

“Conversion to Prefered

Loan”

has the meaning ascribed to it in Clause 4.1;

Encumbrance(s)

means any mortgage, charge, pledge, lien (other than arising

by statute or operation of law), option, restriction,

hypothecation, asignment, right to acquire or of pre-

emption, third-party right or interest, other encumbrance,

priority or security interest of any kind, or any other type of

preferential arangement (including, without limitation, a title

transfer or retention arangement) having similar efect, and

any agrement or obligation to create or grant any of the

aforesaid and “Encumber” shal be construed acordingly;

“Final Repayment Date” has the meaning ascribed to it in Clause 4.3;

“Hong Kong” means the Hong Kong Special Administrative Region of the

PRC;

“Intra-Group

Indebtednes”

has the meaning ascribed to it in Recital C;

Isuance of CNs

has the meaning ascribed to it in Clause 3.1;

“Isuer’s Waranties” means the representations, waranties and undertakings on the

part of the Isuer given pursuant to Clause 7 and contained in

Schedule 3;

“Laws” means al aplicable laws, legislation, statutes, directives,

rules, regulations, judgments, decisions, decres, orders,

guidelines, instruments, by-laws, and other legislative

measures or decisions having the force of law, treaties,

conventions and other agrements betwen states, or betwen

states and other supranational bodies, rules of comon law,

customary law and equity and al civil or other codes and al

other laws of, or having efect in, any jurisdiction from time

to time;

Listing Rules

means the Rules Governing the Listing of Securities on the

Stock Exchange;

Loan Capitalisation

has the meaning ascribed to it in Clause 2.1;

Long Stop Date

means 23 November 2025 or such other date as the Subscriber

and the Isuer may agre in writing;

“PRC” means the People’s Republic of China which, for the purpose

of this Agrement, shal exclude Hong Kong, the Macau

Special Administrative Region of the PRC and Taiwan;

“Prefered Loan” has the meaning ascribed to it in Clause 4.1;

“RMB” means Renminbi, the lawful curency of the PRC;

RMB 80M CN

has the meaning ascribed to it in Clause 3.1;

RMB 97M CN

has the meaning ascribed to it in Clause 3.1;

SFC

means the Securities and Futures Comision of Hong Kong;

Share(s)

means ordinary share(s) of US$1.0 each in the isued capital of

the Isuer;

“SPA” has the meaning ascribed to it in Recital (A);

“SPA Completion Date” has the meaning ascribed to the term “Completion Date” in the

SPA;

Stock Exchange

means The Stock Exchange of Hong Kong Limited;

“Subscriber’s Waranties” means the representations, waranties and undertakings on the

part of the Subscriber given pursuant to Clause 8 and contained

in Schedule 4;

Subsidiaries

has the meaning ascribed to it under the Companies Ordinance;

Takeovers Code

means the Codes on Takeovers and Mergers and Share Buy-

backs;

US$

means United States dolars, the lawful curency of the

United States of America; and

“%” means per cent.

1.2 In this Agrement where the context admits:

a) words and phrases (not otherwise defined in this Agrement) the definitions of which

are contained or refered to in the Companies Ordinance shal be construed as having

the meanings thereby atributed to them;

b) references to ordinances and to statutory provisions shal be construed as references to

those ordinances or statutory provisions as respectively modified (on or before the date

hereof) or re-enacted (whether before or after the date hereof) from time to time and to

any orders, regulations, instruments or subordinate legislation made under the relevant

ordinances or provisions thereof and shal include references to any repealed ordinance

or provisions thereof which has ben so re-enacted (with or without modifications);

c) references to Clauses, Schedules and Recitals are (unles the context otherwise requires)

references to clauses hereof, schedules and recitals hereto, references to Paragraphs are,

unles otherwise stated, references to paragraphs of the relevant Schedule; and

d) (unles the context otherwise requires) words denoting the singular include the plural

and vice versa; words denoting any one gender include al genders; words denoting

persons include incorporations, firms, companies, corporations and unincorporated

bodies of persons and vice versa.

1.3 The headings and sub-headings are inserted for convenience only and shal not afect the

construction of this Agrement.

1.4 The Recitals and Schedules form part of this Agrement and shal have the same force and

efect as if expresly set out in the body of this Agrement and any reference to this Agrement

shal include the Recitals and the Schedules.

1.5 The English names of the PRC entities, government authorities, Laws, regulations or documents

are inserted for identification purposes only and if there is any inconsistency betwen their

English and Chinese names in this Agrement, the Chinese names shal prevail for the

construction of this Agrement.

2. LOAN CAPITALISATION

2.1 Upon and subject to the terms and conditions of this Agrement, the Subscriber shal subscribe

for, and the Isuer shal alot and isue to the Subscriber, a total of 77,150,493 new Shares

(colectively, the “Capitalisation Shares”), fuly paid and fre from al Encumbrances (save

and except the restrictions contained in the articles of the Isuer (if any) and adverse claims at

the Capitalisation Price of US$1.0 per Capitalisation Share, to the intent that the Subscriber

shal hold the Capitalisation Shares imediately after Completion. The agregate

Capitalisation Price shal be payable and setled by the Subscriber to the Isuer upon

Completion by way of set-of in ful against that part of the Intra-Group Indebtednes in the

sum of RMB555.5 milion owing by the Target Group Debtors to the Subscriber as at

Completion (the “Loan Capitalisation”).

2.2 For the avoidance of doubt, the set-of herein at Completion refered to in Clause 2.1 shal be

in ful and final setlement of that part of the Intra-Group Indebtednes in the sum of

RMB555.5 milion payable by the Target Group Debtors to the Subscriber under, or any claim,

right, benefit, title or interest of whatsoever nature of the Subscriber against the Target Group

Debtors pursuant to, arising from or in conection with, such part of the Intra-Group

Indebtednes absolutely.

2.3 Payment and setlement of the agregate Capitalisation Price made by the Subscriber in

acordance with this Clause 2 shal be an absolute discharge of the payable obligation of the

Subscriber to pay the same to the Isuer.

2.4 The Capitalisation Shares shal be isued on terms that they wil rank pari pasu in al respects

with the Shares in isue as at the Completion Date, save as regards any right to (i) dividend

which may be declared or paid by the Isuer; or (i) any other form of shareholder’s rights or

benefits against the Isuer, in either case by reference to a record date which is prior to the

Completion Date. For the avoidance of doubt, the Capitalisation Shares wil be entitled in ful

to al dividends and other distributions declared, made or paid at any time on or after the

Completion Date.

3. THE ISUANCE OF CNs

3.1 Upon and subject to the terms and conditions of this Agrement, the Isuer agres to isue to

the Subscriber, and the Subscriber agres to subscribe for, two convertible notes in the

principal amount of RMB97,777,777 (the “RMB 97M CN”) and RMB80,000,000 (the “RMB

80M CN”, together with the RMB 97M CN, colectively, the “CNs”) respectively (the

“Isuance of CNs”). The agregate subscription price for the CNs shal be the sum of

aproximately RMB177.8 milion which is the dolar-to-dolar equivalent of the principal

amounts of the CNs (the “Isue Price”).

3.2 The Isue Price shal be payable by the Subscriber to the Isuer upon Completion by way of

set-of in ful against that part of the Intra-Group Indebtednes in the sum of RMB177.8

milion owing by the Target Group Debtors to the Subscriber as at Completion.

3.3 Payment and setlement of the Isue Price made by the Subscriber in acordance with Clause

3.2 shal be an absolute discharge of the payable obligation of the Subscriber to pay the same

to the Isuer.

3.4 The Isuer wil, no later than the Completion Date, enter into a note instrument (the “Note

Instrument”) in relation to each of the CNs substantialy in the form set out in Part A and Part

B of Schedule 1 respectively, with such changes as may be agred betwen the Isuer and the

Subscriber. The terms and conditions of the CNs shal be in the form set out in the Note

Instrument.

4. THE CONVERSION TO PREFERED LOAN

4.1 Upon and subject to the terms and conditions of this Agrement, the Parties hereby agre to

convert (the “Conversion to Prefered Loan”) that part of the Intra-Group Indebtednes in the

sum of RMB385.4 milion owing by the Target Group Debtors to the Vendor Group Creditors

as at the date of the SPA plus any further advances made or to be made by the Vendor Group

Creditors to the Isuer and its subsidiaries, whether directly or indirectly, from the date of the

SPA until completion of the sale and purchase contemplated under the SPA as a prefered loan

(the “Prefered Loan”). Any such further advances to be made by the Vendor Group Creditors

to the Isuer and its subsidiaries shal bear no interest from the respective dates of their

advances up to their conversion into the Prefered Loan.

4.2 Upon completion of the transactions contemplated by the Conversion to Prefered Loan, the

Prefered Loan shal cary simple interest at the rate of 4.0% per anum. Interest shal acrue

from day to day, shal be calculated on the basis of the actual number of days elapsed and a

365-day year, including the first day of the period during which, it acrues but excluding the

last, and (unles otherwise specified herein) shal be paid in arears on the Final Repayment

Date.

4.3 The Prefered Loan together with al interest acruing thereon from time to time shal be

repayable by the Target Group Debtors to the Vendor in two years from the Completion Date

(the “Final Repayment Date”).

4.4 The declaration of any dividend to be paid out of distributable reserves of the Isuer and the

repayment of the CNs or any part thereof, can only be made after repayment in ful of the

Prefered Loan (together with any interest acruing thereon from time to time).

5. CONDITIONS PRECEDENT

5.1 Completion is conditional upon:

a) the shareholders of the Subscriber (other than those who are required to abstain from

voting under the Listing Rules and the Takeovers Code) pasing at an extraordinary

general meting of the Subscriber an ordinary resolution aproving the entering into,

execution, delivery and performance of the SPA, this Agrement and the transactions

and arangements contemplated thereunder and hereunder, including the Capital

Reorganisation;

b) al necesary Consents in relation to the transactions contemplated under the SPA

and this Agrement having ben obtained by the Subscriber, including without

limitation such Consents (if apropriate or required) of the Stock Exchange and the

SFC and any relevant governmental or regulatory Authorities and other relevant

third parties in Hong Kong, the PRC or elsewhere which are required or apropriate

for the entering into, execution, delivery and performance of the SPA, this

Agrement and the transactions contemplated thereunder and hereunder, including

without limitation the Capital Reorganisation, having ben obtained;

c) al the Subscriber’s Waranties being true and corect in al material respects and

remaining so from the date hereof up to imediately before Completion;

d) al necesary Consents required to be obtained on the part of the Isuer in respect of

this Agrement and the transactions contemplated hereunder having ben obtained;

and

e) al the Isuer’s Waranties being true and corect in al material respects and

remaining so from the date hereof up to imediately before Completion.

5.2 The Subscriber shal (insofar as it is within its power to do so) use its best endeavours to

procure the fulfilment of al the Conditions set out in Clause 5.1(a) to (c) as son as practicable

after the signing of this Agrement and in any event before the Long Stop Date, and which

shal be fulfiled at or remain fulfiled up to imediately before Completion. The Isuer may

waive in writing the Condition set out in Clause 5.1(c) at its sole and absolute discretion.

5.3 The Isuer shal (insofar as it is within its power to do so) use its best endeavours to procure

the fulfilment of the Conditions set out in Clause 5.1(d) to (e) as son as practicable after the

signing of this Agrement and in any event before the Long Stop Date, and which shal be

fulfiled at or remain fulfiled up to imediately before Completion. The Subscriber may

waive in writing the Condition set out in Clause 5.1(e) at its sole and absolute discretion.

5.4 Save as expresly set out herein, none of the Conditions set out in Clause 5.1 may be waived.

5.5 Each of the Subscriber and the Isuer undertakes to inform the other of them as son as posible

on the fulfilment of any of the Conditions as set out in Clause 5.1 and on its part to be fulfiled;

and further undertakes to disclose in writing to the other of them anything which wil or may

prevent any of such Conditions from being fulfiled at or prior to Completion, as aplicable, upon

it becoming aware of such a situation.

5.6 If any of the Conditions set out in Clause 5.1 shal not have ben fulfiled (or waived in

acordance with Clause 5.3 at or before [5:00 p.m.] on the Long Stop Date, this Agrement shal

lapse and thereupon this Agrement and everything herein contained shal, except for Clauses 1,

5.6, 10.1, 13 and 14, subject to the liability of either Party to the other in respect of any antecedent

breach of the terms hereof, be nul and void and of no further efect.

6. COMPLETION

6.1 Subject to Clause 5 and the other terms of this Agrement, Completion shal take place at 3:00

p.m. on the Completion Date at

, Hong Kong (or at such other time and place as the Subscriber and the Isuer may

agre in writing) when al (but not some only) of the busineses set out in Clauses 6.2 and 6.3

shal, unles otherwise agred by the Subscriber and the Isuer, be transacted.

6.2 At Completion, the Isuer shal deliver to the Subscriber:

a) a new share certificate for the Capitalisation Shares in the name of the Subscriber;

b) certified copy of the register of members of the Isuer evidencing the due entry of

the Subscriber as the holder of the Capitalisation Shares;

c) a counterpart of each of the CN Instrument representing the principal amounts of the

CNs respectively duly executed by the Isuer;

d) certified copy of the register of noteholders evidencing the due entry of the

Subscriber as holder of the CNs;

e) a certificate for each of the CNs, dated the Completion Date, signed by a duly

authorised oficer of the Isuer substantialy in the form set forth in Schedule 2;

f) a copy, certified as true copy by a director of the Isuer, of the resolutions in writing

or minutes of the meting of the directors of the Isuer aproving, among others, (i)

the Capital Reorganisation; (i) the entering into and authorising the execution,

delivery and performance of this Agrement, the CN Instrument and al documents

incidental thereto and the afixation of the comon seal of the Isuer on al such

relevant documents and the transactions contemplated hereunder or thereunder; (i)

the isue of a new share certificate for the Capitalisation Shares in the name of the

Subscriber; and (iv) the isue a new certificate for the CNs in the name of the

Subscriber.

6.3 At Completion, the Subscriber shal deliver to the Isuer:

a) duly completed and signed aplication for shares in respect of the Capitalisation

Shares, or such other documents as may be necesary for the subscription of the

Capitalisation Shares;

b) a counterpart of each of the CN Instrument representing the principal amounts of the

CNs respectively duly executed by the Subscriber;

c) a certified true copy of the minutes of the extraordinary general meting of the

shareholders of the Subscriber to be held pursuant to Clause 5.1(a);

d) a copy, certified as true copy by a director of the Subscriber, of the resolutions in

writing or minutes of the meting of the directors of the Subscriber aproving,

among others, (i) the Capital Reorganisation; and (i) the entering into and

authorising the execution, delivery and performance of this Agrement, the CN

Instrument and al documents incidental thereto and the afixation of the comon

seal of the Subscriber on al such relevant documents and the transactions

contemplated hereunder or thereunder.

6.4 Without prejudice to any other remedies available to the Isuer or the Subscriber (as the case

may be), if in any respect the provisions of Clauses 6.2 and 6.3 relating to any of the

obligations on the part of the Isuer or the Subscriber (as the case may be) are not complied

with by the Isuer or the Subscriber (as the case may be) on Completion, the non-defaulting

Party may:

a) defer Completion to a date not more than 28 days after the Completion Date (and so

that the provisions of this Clause 6.4 shal aply to Completion as so defered); or

b) proced to Completion so far as practicable (without prejudice to its rights

hereunder); or

c) rescind this Agrement without prejudice to any other remedy it may have.

6.5 If the Subscriber shal fail to complete the Capital Reorganisation in acordance with the terms

and conditions of this Agrement (otherwise than due to the default of the Isuer or due to the

non-fulfilment of the Conditions set out in Clause 5.1 at or before [5:00 p.m.] on the Long

Stop Date), then the Isuer shal be entitled to rescind this Agrement by notice in writing to

the Subscriber without prejudice to any other right or remedy available to the Isuer under this

Agrement or otherwise.

6.6 If the Isuer shal fail to complete the Capital Reorganisation in acordance with the terms and

conditions of this Agrement (otherwise than due to the default of the Subscriber or due to the

non-fulfilment of the Conditions set out in Clause 4.1 at or before [5:00 p.m.] on the Long

Stop Date), then the Subscriber shal be entitled to rescind this Agrement by notice in writing

to the Isuer without prejudice to any other right or remedy available to the Subscriber under

this Agrement or otherwise.

7. ISUER’S WARANTIES

7.1 The Isuer hereby represents, warants and undertakes to the Subscriber (to the intent that the

provisions of this Clause wil continue to have ful force and efect notwithstanding

Completion) in the terms set out in Schedule 3.

7.2 The Isuer hereby represents and warants to the Subscriber that the Isuer’s Waranties made

by the Isuer are true and acurate in al material respects upon the signing of this Agrement

and wil continue to be true and acurate in al material respects and shal be demed to be

repeated each day thereafter until imediately before Completion, in each case with reference

to the facts and circumstances then existing.

7.3 Each of the Isuer’s Waranties shal be construed as a separate and independent waranty and,

save where expresly provided to the contrary, shal not be limited or restricted by reference to

or inference from the terms of this Agrement or any of the other Isuer’s Waranties.

7.4 The Subscriber has entered into this Agrement upon the basis of the Isuer’s Waranties and

the same together with any provision of this Agrement which shal not have ben fuly

performed at Completion shal remain in force notwithstanding that Completion shal have

taken place.

7.5 Each of the Isuer’s Waranties is qualified by any maters disclosed in this Agrement.

8. SUBSCRIBER’S WARANTIES

8.1 The Subscriber hereby represents, warants and undertakes to the Isuer (to the intent that the

provisions of this Clause shal continue to have ful force and efect notwithstanding

Completion) in the terms set out in Schedule 4.

8.2 The Subscriber hereby represents and warants to the Isuer that the Subscriber’s Waranties

made by the Subscriber are true and acurate in al material respects upon the signing of this

Agrement and wil continue to be true and acurate in al material respects and shal be

demed to be repeated each day thereafter until imediately before Completion, in each case

with reference to the facts and circumstances then existing.

8.3 Each of the Subscriber’s Waranties shal be construed as a separate and independent waranty

and, save where expresly provided to the contrary, shal not be limited or restricted by

reference to or inference from the terms of this Agrement or any of the other Subscriber’s

Waranties.

8.4 The Isuer has entered into this Agrement upon the basis of the Subscriber’s Waranties and

the same together with any provision of this Agrement which shal not have ben fuly

performed at Completion shal remain in force notwithstanding that Completion shal have

taken place.

8.5 Each of the Subscriber’s Waranties is qualified by any maters disclosed in this Agrement.

9. CONDUCT OF BUSINES AND MATERS BEFORE COMPLETION

9.1 From the date of this Agrement until Completion, except for the transactions contemplated

hereunder or otherwise with the prior writen consent of the Subscriber (such consent not to be

unreasonably witheld or delayed), the Isuer hereby warants and undertakes that it shal

procure each of its Subsidiaries shal:

a) not isue, redem, sel or dispose of, or create any obligation to isue, redem, sel or

dispose of, or agre to isue any share, warant or other securities or loan capital or

grant or agre to grant or redem any option or amend the terms of any existing

option over or right to acquire or convert into or subscribe any of its share or loan

capital or otherwise take any action which might result in (i) EGL acquiring on the

SPA Completion Date a percentage interest in the Isuer lower than that

contemplated under the SPA; or (i) the Isuer reducing its interest in any of its

Subsidiaries;

b) not borow or raise any further money from the Vendor Group Creditors and/or the

Subscriber to such an extent so as to increase the existing Intra-Group Indebtednes

by more than RMB20.0 milion in agregate for the Isuer and its subsidiaries as a

whole and any such further advances to be made by the Vendor Group Creditors

and/or the Subscriber, whether directly or indirectly, shal be converted and form part

of the Prefered Loan at Completion (and shal bear no interest from the respective

dates of their advances up to their conversion in the Prefered Loan);

c) (save and except those given in the ordinary and usual course of its day-to-day

busines) not create or permit to arise any Encumbrance on or in respect of any part

of its undertaking, property or asets;

d) (save and except those arising in the ordinary and usual course of busines) not give

any guarante, indemnity, surety or security;

e) not make any petition or pas any resolution for winding up or make any aplication

for an administration order in respect of the Isuer and/or any of its Subsidiaries or

make a general asignment for the benefit of its creditors.

9.2 The isuer shal asist the Subscriber and/or its agents and/or representatives and/or advisers in

al negotiations and exchanges of corespondence with the Stock Exchange and the SFC in

conection with al requests by such regulatory Authorities and shal provide al such

asistance, information and documents as the Subscriber and/or its agents and/or

representatives and/or advisers may reasonably request for inclusion in such anouncement or

circular required to be isued by the Subscriber or otherwise for compliance with aplicable

requirements under the Listing Rules, the Takeovers Code or any other aplicable Laws.

10. GENERAL

10.1 Save for such anouncement or other documents as may be required to be released by any Party

(including its holding company and Subsidiaries) as required by any regulatory Authorities or

under the Listing Rules, the Takeovers Code or any other aplicable Laws, or save for the

performance of any obligations under this Agrement or in relation to information coming into

the public domain otherwise than by breach on the part of the disclosing Party of its

confidentiality obligations under this Agrement, none of the Parties shal use, disclose to any

third party or make any public anouncement in relation to the transactions the terms of which

are set out in this Agrement or the transactions or arangements contemplated hereunder or

herein refered to or any mater ancilary hereto or thereto (save disclosure to their respective

directors, oficers, employes, profesional advisers, bankers, intending financiers and/or

insurers under a duty of confidentiality) without the prior writen consent (unles prohibited by

aplicable Laws to inform the other Party) of the other Party (which consent shal not be

unreasonably witheld or delayed). This Clause 10.1 shal survive Completion or any

termination of this Agrement.

10.2 Each Party shal pay its own costs of and incidental to this Agrement and the Capital

Reorganisation hereby agred to be made unles otherwise provided herein.

10.3 Time shal be of the esence of this Agrement, both as regards the dates and periods

specificaly mentioned and as to any dates and periods which may be substituted by agrement

in writing betwen or on behalf of the Parties.

10.4 This Agrement shal be binding upon and enure to the benefit of each Party’s sucesors and

permited asigns but, except as expresly provided herein, no Party shal asign or transfer al

or any of its rights or obligations hereunder without the prior writen consent of the other

Party.

10.5 This Agrement may be executed in any number of counterparts or duplicates each of which

shal be an original but such counterparts or duplicates shal together constitute one and the

same instrument. A Party may execute this Agrement on a facsimile or scaned copy

counterpart and deliver its signature by facsimile or scaned copy via email.

10.6 Each Party shal execute and perform such further documents and acts as the other Party may

reasonably require to give efect to the obligations of such Party under this Agrement and the

transactions hereby contemplated.

10.7 The provisions of this Agrement, insofar as the same shal not have ben performed at

Completion, shal remain in ful force and efect notwithstanding Completion except in respect

of those maters then already performed.

10.8 No failure or delay by either Party in exercising any right, power or remedy under this

Agrement shal operate as a waiver thereof, nor shal any single or partial exercise of the

same preclude any further exercise thereof or the exercise of any other right, power or remedy.

Without limiting the foregoing, no waiver by either Party of any breach by the other Party of

any provision of this Agrement shal be demed to be a waiver of any subsequent breach of

that or any other provision hereof. The rights and remedies of the Parties herein provided are

cumulative and not exclusive of any rights and remedies provided by Law.

Email :

Atention : [*]

12.2 Any notice delivered personaly shal be demed to have ben served at the time of delivery.

Any notice sent by pre-paid registered post shal be demed to have ben served thre (3)

Busines Days (seven (7) Busines Days in the case of post to an adres in a diferent

jurisdiction) after the time at which it was posted and in proving such service it shal be

suficient to prove that the notice was properly adresed and posted by prepaid registered

leter post and notices sent by email shal be demed to have ben served upon transmision;

Provided that where, in the case of delivery by hand or transmision by email, such delivery

or transmision ocurs after 6:00 p.m. (local time) on a Busines Day or on a day which is

not a Busines Day in the place of receipt, service shal be demed to ocur at 9 a.m. (local

time) on the next folowing Busines Day in such place.

13. GOVERNING LAW AND JURISDICTION

13.1 This Agrement shal be governed by and construed in acordance with the laws of Hong

Kong.

13.2 In relation to any legal action or procedings to enforce this Agrement or arising out of or in

conection with this Agrement (“procedings”), each of the Parties irevocably submits to

the non-exclusive jurisdiction of the courts of Hong Kong and waives any objection to

procedings in such courts on the grounds of venue or on the grounds that the procedings

have ben brought in any inconvenient forum.

13.3 The submisions by the Parties refered to in Clause 13.2 shal not afect the right of any

Party to take procedings in any other jurisdiction nor shal the taking of procedings in any

jurisdiction preclude any Party from taking procedings in any other jurisdiction.

13.4 The Isuer hereby apoints [*] of

, Hong Kong, Hong Kong as its agent to receive on its behalf service of

procedings isued out of the courts of Hong Kong in any action or procedings arising out

of or in conection with this Agrement.

13.5 If for any reason the relevant proces agent of the Isuer ceases to be able to act as such or no

longer has an adres in Hong Kong, the Isuer irevocably agres to apoint a substitute

proces agent aceptable to the Subscriber, and to deliver to the Subscriber a copy of the new

agent’s aceptance of that apointment within thre (3) Busines Days.

14. CONTRACTS (RIGHTS OF THIRD PARTIES) ORDINANCE

Unles otherwise expresly provided in this Agrement, any person who is not a party to this

Agrement shal have no rights under the Contracts (Rights of Third Parties) Ordinance,

Chapter 623 of the Laws of Hong Kong, to enforce or to enjoy the benefit of any provisions

of this Agrement. For the avoidance of doubt, this provision does not afect any right or

remedy of a third party which exists or is available otherwise than from the said Ordinance;

Provided that the terms of this Agrement may be varied from time to time or rescinded without

the consent of any person who is not a party to this Agrement and section 6(1) of the Contracts

(Rights of Third Parties) Ordinance, Chapter 623 of the Laws of Hong Kong, shal not aply

to this Agrement.

AS WITNES the Parties have caused this Agrement to be executed the day and year first above

writen.

(Remainder of this page is intentionaly left blank)

SCHEDULE 1

PART A

THE NOTE INSTRUMENT – RMB 97M CN

NOTE INSTRUMENT

constituting

RMB 97,777,777 4.0 per cent. Two-Year Convertible Note due 2027

convertible into ordinary shares of iCar Group Limited

CONVERTIBLE NOTE

RMB97,777,777 [*] 2025

For value received, iCar Group Limited, a company incorporated with limited liability and

existing under the laws of the Cayman Islands (the “Isuer”), promises to pay to China Harmony

Auto Holding Limited (the “Holder”), a company incorporated under the laws of the Cayman

Islands, the principal sum of RMB97,777,777 (the “Principal Amount”), together with interest as

calculated and stipulated under Section 1 of this Note. This Convertible Note (the “Note”) has ben

isued pursuant to the Capitalisation and Modification Agrement (the “CMA”) entered into by and

among the Isuer and the Holder dated [*] 2025.

Capitalised terms used but not defined herein shal have the meanings ascribed to them in

the CMA.

1. Interest

Interest shal acrue on the principal amount of this Note at the rate of 4.0% per anum,

calculated on the basis of the actual number of days elapsed and a 365-day year, comencing

from the date hereof and become due and payable upon the earliest of (i) the Conversion Date

(as defined below) or (i) the Maturity Date (as defined below) upon the demand by the

Holder unles such interest is converted into Equity Securities (as defined below) at the option

of the Holder or (i) the ocurence of any Event of Default (as defined below).

2. Maturity and redemption

(a) The Principal Amount of this Note and any acrued interest thereon shal, to the extent

not already converted into Equity Securities or repaid in acordance with this Note, be

due and payable on the second aniversary of the date hereof (the “Maturity Date”),

and the Isuer shal redem this Note acordingly.

(b) Without limiting the foregoing and unles otherwise agred herein, upon the

ocurence of any Event of Default, the outstanding Principal Amount of the Note and

any acrued but unpaid interest thereon shal be due and payable upon the demand of

the Holder at any time thereafter at the Holder’s discretion.

3. Conversion

(a) Conversion. Subject to the provisions of Section 3, at any time after the expiry of six

months from the date hereof and up to the close of busines on the Maturity Date, the

Holder may, by serving a writen notice (the “Conversion Notice”) to the Isuer and

any other holder of the CNs, request the Isuer to convert al or any part of the

outstanding Principal Amount of this Note (the “Converted Principal Amount”)

together with any part or al of the acrued but unpaid interest calculated up to

(and inclusive of) the Conversion Date (as defined below) (the “Converted

Amount”) into the same clas of shares (having the same preferences and privileges)

isued by the Isuer, in such number as determined pursuant to Section 3(b) below

(colectively, the “Equity Securities”).

(b) The number of shares of Equity Securities to be isued upon such conversion shal be

determined in acordance with the folowing formula, rounded down to the nearest

whole share:

A = B/C

For purposes of the foregoing formula, the folowing definitions shal aply:

“A” shal mean the number of Equity Securities to be isued upon such conversion;

“B” shal mean the amount of the Converted Amount as specified in the

Conversion Notice.

“C” shal mean the conversion price of US$1.0 per Equity Security.

wil be isued upon conversion of this Note. In lieu of any fractional share to which

the Holder would otherwise be entitled, the Isuer wil pay to the Holder in cash the

amount of the unconverted Principal Amount and acrued interest of this Note that

would otherwise be converted into such fractional share. Upon conversion of this

Note pursuant to this Section 3, the Holder shal surender this Note, duly endorsed,

at the principal ofice of the Isuer or any transfer agent of the Isuer. At its expense,

the Isuer wil, within 14 days after the date on which the Conversion Notice was

duly given, (i) enter the Holder into the register of members of the Isuer as the

record owner of the aplicable Equity Securities (such date the Holder is registered

as the owner of such Equity Securities on the register of members of the Isuer, the

“Conversion Date”) and (i) isue and deliver to the Holder, at such principal ofice,

a certificate or certificates for the number of Equity Securities to which such Holder

is entitled upon such conversion, together with any other Securities and property to

which the Holder is entitled upon such conversion under the terms of this Note,

including a cheque payable to the Holder for any cash amounts payable as described

herein and, if aplicable, a new Note of like tenor and remaining outstanding

Principal Amount in lieu of such Note so surendered.

(d) Upon conversion and/or repayment of this Note pursuant to the terms and conditions

hereof, the Isuer wil be forever released from al of its obligations and liabilities

under this Note with regard to that portion of the Principal Amount being converted

into Equity Securities and/or repaid, including, without limitation, the obligation to

pay such portion of the Principal Amount.

4. Payment

(a) Unles converted pursuant to Section 3, the entire outstanding Principal Amount of

this Note together with al of the acrued but unpaid interest thereon shal be due and

payable in a lump sum on the aplicable Maturity Date.

(b) Al payments shal be made in [Renminbi / Hong Kong dolars] to such bank acount

as the Holder may notify the Isuer in writing from time to time (provided that such

notice shal be given no les than [thre (3)] Busines Days prior to the date on which

any payment is due from the Isuer). Al payments shal be made in imediately

available funds fre from and clear of any witholding or deduction for any present

or future taxes, duties, levies or other charge payable by the Isuer.

and the remainder aplied to the principal.

5. Ranking.

This Note and any indebtednes created pursuant to this Note, unles converted into the

Equity Securities pursuant to Section 3, shal rank pari pasu in al respects with the other

isued shares of the Isuer.

6. Transfer; Sucesors and Asigns.

(a) The terms and conditions of this Note shal inure to the benefit of and be binding

upon the respective sucesors and asigns of the parties.

(b) The Isuer may not asign this Note or delegate any of its obligations hereunder

without the writen consent of the Holder.

by the Holder to any third party without the writen consent of the Isuer and al

other holders of the CN.

(d) In relation to any asignment and/or transfer of this Note permited under or

otherwise pursuant to this Section:

(i) This Note may only be transfered by execution of a form of transfer (the

“Form of Transfer”) in or substantialy in the form anexed hereto as

Exhibit A (or in such other form as may be aproved by the Isuer, such

aproval not to be unreasonably witheld or delayed either generaly or on a

case-by-case basis) by the transferor and the transfere.

(i) The relevant note certificate must be delivered to the Isuer for cancelation

acompanied by (a) a duly completed and executed (and if required, duly

stamped) Form of Transfer; and (b) prof satisfactory to the Isuer (acting

reasonably), of the authority of the person or persons who executed and

delivered the Note and the related Forms of Transfer. The Isuer shal,

within [thre (3)] Busines Days from the receipt of such documents from

the Holder, cancel such note certificate and isue a new note certificate

under seal of the Isuer, in favour of the transfere or asigne in respect of

the outstanding Principal Amount of this Note so transfered and, if the

Principal Amount of this Note in respect of such note certificate is asigned

or transfered in part only, isue a new note certificate under the seal of the

Isuer, in favour of the transferor in respect of any balance thereof retained

by the transferor Holder.

7. Governing Law.

This Note and al acts and transactions pursuant hereto and the rights and obligations of the

parties hereto shal be governed, construed and interpreted in acordance with the laws of

Hong Kong, without giving efect to principles of conflict of laws thereunder.

8. Event of default

(a) For purpose of this Note, each of the folowing events shal be an “Event of

Default” hereunder:

(i) failure to pay any Principal Amount and/or interest due under this Note when

any of it shal become due and payable;

(i) any representation or waranty made by the Isuer in the Note, the CMA is

incorect in any material respect on or as of the date when made;

(i) the Isuer is legaly disolved or its existence is otherwise legaly terminated;

(iv) the Isuer comences or has comenced against it any proceding to

disolve or otherwise terminate its existence under any disolution,

liquidation or similar statue;

(v) the ocurence of any liquidation, disolution or winding up of the Isuer

either voluntary or involuntary, the initiate of any proceding related thereto

or execution of any agrement related thereto;

(vi) the Isuer files any petition or action for relief under any bankruptcy,

reorganisation (excluding such reorganisation for the purpose of restructuring

of busines aproved by the Holder), insolvency, arangement, readjustment

of debt, moratorium or any other similar law for the relief of, or relating to,

debtors; and

(vi) an involuntary petition or writ is filed against the Isuer (unles such petition

is dismised or discharged within twenty (20) days) to take posesion,

custody or control of any property of the Isuer such that there is a material

adverse efect on the Isuer.

(b) Consequences of Event of Default. If any one or more of the Event of Default

shal ocur and any of the Principal Amount is outstanding at the time of

such ocurence, al of the then outstanding Principal Amount under this Note,

together with any acrued but unpaid interest under this Note shal be imediately

due and payable to the Holder upon the demand of the Holder.

9. Dispute Resolution

(a) In relation to any legal action or procedings to enforce this Note or arising out of or

in conection with this Note (“procedings”) each of the parties irevocably submits

to the non-exclusive jurisdiction of the courts of Hong Kong and waives any

objection to procedings in such courts on the grounds of venue or on the grounds

that the procedings have ben brought in any inconvenient forum.

(b) The submisions by the parties refered to in Section 9(a) shal not afect the right of

any party to take procedings in any other jurisdiction nor shal the taking of

procedings in any jurisdiction preclude any party from taking procedings in any

other jurisdiction.

ocur at 9 a.m. (local time) on the next folowing Busines Day in such place.

11. Amendments and Waivers.

Any term of this Note may be amended only with the writen consent of the Isuer and the

Holder of this Note. Any amendment or waiver efected in acordance with this Section 11

shal be binding upon the Isuer, the Holder and each transfere of any Note.

12. No Waiver.

No failure or delay by either party in exercising any right, power or remedy under this Note

shal operate as a waiver thereof, nor shal any single or partial exercise of the same preclude

any further exercise thereof or the exercise of any other right, power or remedy. Without

limiting the foregoing, no waiver by either party of any breach by the other party of any

provision of this Note shal be demed to be a waiver of any subsequent breach of that or

any other provision hereof. The rights and remedies of the parties herein provided are

cumulative and not exclusive of any rights and remedies provided by Law.

13. Delays or Omisions.

No delay or omision to exercise any right, power or remedy acruing to any party under

this Note, upon any breach or default of the other party under this Note, shal impair any

such right, power or remedy of such non-breaching or non- defaulting Party nor shal it be

construed to be a waiver of any such breach or default, or an acquiescence therein, or of or

in any similar breach or default thereafter ocuring; nor shal any waiver of any single

breach or default be demed a waiver of any other breach or default theretofore or thereafter

ocuring. Any waiver, permit, consent or aproval of any kind or character on the part of a

party of any breach or default under this Note, or any waiver on the part of a party of any

provisions or conditions of this Note, must be in writing and shal be efective only to the

extent specificaly set forth in such writing. Al remedies, either under this Note or by Law

or otherwise aforded to a party, shal be cumulative and not alternative.

14. No Presumption.

The parties hereto acknowledge that each party has ben represented by counsel in

conection with this Note. Acordingly, any rule of Law or any legal decision that would

require interpretation of any claimed ambiguities in this Note against the party that drafted it,

has no aplication and is expresly waived. If any claim is made by a party relating to any

conflict, omision or ambiguity in the provisions of this Note, no presumption or burden of

prof or persuasion wil be implied because this Note was prepared by or at the request of a

party or its counsel.

15. Counterparts.

This Note may be executed in any number of counterparts or duplicates each of which shal

be an original but such counterparts or duplicates shal together constitute one and the same

instrument. A party may execute this Note on a facsimile or scaned copy counterpart and

deliver its signature by facsimile or scaned copy via email.

16. Action to Colect on Note.

If action is instituted to colect on this Note, the Isuer promises to pay al costs and

expenses, including reasonable atorney’s fes and the reasonable expenses in respect to the

due diligence and evaluation, incured in conection with such action.

17. Severability.

In the event that any provision of this Note is held to be invalid, ilegal or unenforceable by

any court of competent jurisdiction, the validity, legality or enforceability of the remaining

provisions shal not be afected nor shal any subsequent aplication of such provisions be

afected. In lieu of any such invalid, ilegal or unenforceable provision, the parties intend

that there shal be aded as part of this Note a provision as similar in terms to such invalid,

ilegal or unenforceable provision as may be posible and be valid, legal and enforceable.

18. Los of Note.

Upon receipt by the Isuer of evidence reasonably satisfactory to it of the los, theft,

destruction or mutilation of this Note or any Note exchanged for it, and the relevant

indemnity (in case of los, theft or destruction) or by surender and cancelation of such

Note (in the case of mutilation), the Isuer shal make and deliver in lieu of such Note a new

Note of like tenor.

19. Contracts (Rights of Third Parties) Ordinance.

Unles otherwise expresly provided in this Note, any person who is not a party to this Note

shal have no rights under the Contracts (Rights of Third Parties) Ordinance, Chapter 623 of

the Laws of Hong Kong, to enforce or to enjoy the benefit of any provisions of this Note.

For the avoidance of doubt, this provision does not afect any right or remedy of a third

party which exists or is available otherwise than from the said Ordinance;

Provided that the terms of this Note may be varied from time to time or rescinded without

the consent of any person who is not a party to this Note and section 6(1) of the Contracts

(Rights of Third Parties) Ordinance, Chapter 623 of the Laws of Hong Kong, shal not aply

to this Note.

[Signature Page Folows]

IN WITNES WHEREOF, the Isuer has executed this Convertible Note as of the date first set forth

above.

ISUER:

ICAR GROUP LIMITED

By:

Name:

Title:

Adres:

Facsimile Number:

Atention:

AGRED TO AND ACEPTED:

CHINA HARMONY AUTO HOLDING LIMITED

By:

Name:

Title:

Adres:

Facsimile Number:

Atention:

Name of Transferee:
Registered address:
Correspondence address:
Fascimile:
Email address:
[RMB/ HK$] registered account for the purposes of repayment for the Note:	• Name of Account: • Account No: • Sort Code: • Name of Bank: • Address of Bank:

Exhibit A

Form of Transfer

At the interest rate of 4.0 per cent. per anum. Two-Year Convertible Note due 2027

The agregate principal amount of RMB97,777,777 at the interest rate of 4.0 per cent per anum.

two-year convertible note due 2027 (the “Note”) are constituted by the Note Instrument dated [*]

2025 (the “Instrument”), executed by iCar Group Limited and China Harmony Auto Holding

Limited.

Capitalised terms used in this Form of Transfer shal have the same meaning as given to them in the

Instrument, as may be amended from time to time.

FOR VALUE RECEIVED, the undersigned hereby transfers to the transfere (the “Transfere”)

whose particulars are set out below RMB_ principal amount of the enclosed Note,

and al rights in respect thereof, and irevocably requires the Isuer to register and isue new Note in

acordance with the terms of the Instrument, as may be amended from time to time.

Particulars of the Transfere are as folows:

(Please print or type in the relevant information)

Dated:

Name of Transferor: Name of Transfere:

Witnes to signature of transferor

Name:

Witnes to signature of transfere

Name:

Notes:

1. A representative of the Holder should state the capacity in which he signs, e.g. director.

2. In the case of joint holders, al the joint holders shal sign this Form of Transfer.

3. The signature of the person efecting a transfer shal conform to any list of duly authorised

specimen signatures suplied by the registered holder or to be certified by a recognised bank,

notary public or in such other maner as the Isuer or the transfer ofice may require.

SCHEDULE 1

PART B

THE NOTE INSTRUMENT – RMB 80M CN

NOTE INSTRUMENT

constituting

RMB 80,000,000 4.0 per cent. Two-Year Convertible Note due 2027

convertible into ordinary shares of iCar Group Limited

CONVERTIBLE NOTE

RMB80,000,000 [*] 2025

For value received, iCar Group Limited, a company incorporated with limited liability and

existing under the laws of the Cayman Islands (the “Isuer”), promises to pay to China Harmony

Auto Holding Limited (the “Holder”), a company incorporated under the laws of the Cayman

Islands, the principal sum of RMB80,000,000 (the “Principal Amount”), together with interest as