East Stone Acquisition Corp: M&A transaction — East Stone and NWTN close business combination; NWTN begins trading on Nasdaq Nov 14

On the Closing Date, Alan Nan Wu was appointed as the sole director of East Stone.

In connection with the Articles of Merger, the amended and restated memorandum and articles of association of East Stone was amended and restated by their deletion in their entirety, and replaced with a new memorandum and articles of association effective as of November 11, 2022.

On November 11, 2022 (the “Closing Date”), as contemplated by the Business Combination Agreement, First Merger Sub merged with and into ICONIQ, with ICONIQ surviving the First Merger as a wholly-owned subsidiary of Pubco. Immediately following the First Merger, the Second Merger Sub merged with and into East Stone, with East Stone surviving the Second Merger as a wholly-owned subsidiary of the Pubco.

At the Closing, East Stone, Pubco, certain initial shareholders of East Stone and the other parties thereto entered into the founders registration rights agreement amendment (the “Founders Registration Rights Agreement Amendment”).

On the Closing Date, East Stone, Pubco and Continental Stock Transfer & Trust Company, a New York corporation (“Continental”), entered into that certain Amendment to Warrant Agreement (the “Amended Warrant Agreement”).

At the Closing, Pubco and certain holders of ICONIQ’s share (the “Sellers”) entered into the Seller Registration Rights Agreement

East Stone’s shareholders approved Proposal 9 - to consider and vote upon a proposal, if necessary, for purposes of complying with applicable Nasdaq Stock Market LLC listing rules, the issuance of (a) approximately 248,590,154 newly issued ordinary shares in the Business Combination, and which amounts will be determined as described in more detail in the accompanying proxy statement/prospectus, (b) approximately 38,986,355 shares to investors in the PIPE Investment concurrently with the closing of the proposed Business Combination, and (c) an aggregate of up to approximately 97,466 ordinary shares issuable upon conversion of certain convertible notes issued by East Stone in favor of ICONIQ prior to the consummation of the proposed Business Combination. The votes cast were as follows: For Against Abstain 3,998,372 33,175 120

East Stone’s shareholders approved Proposal 2 – the approval of, in connection with the Business Combination, the replacement of Pubco’s current memorandum and articles of association with the amended and restated memorandum and articles of association of Pubco (the Amended and Restated Memorandum and Articles of Association) to be adopted prior to consummation of the Business Combination. The votes cast were as follows: For Against Abstain 3,998,470 33,015 182

East Stone’s shareholders approved Proposal 3 - to consider and vote, on a non-binding and advisory only basis, upon provisions to be included in Pubco’s Amended and Restated Memorandum and Articles of Association requiring an ordinary resolution of shareholders or a notice signed by the majority of the co-directors to remove a director. The votes cast were as follows: For Against Abstain 3,998,492 33,075 100

East Stone’s shareholders approved Proposal 5 - to consider and vote, on a non-binding and advisory only basis, upon excluding blank check provisions from Pubco’s Amended and Restated Memorandum and Articles of Association, including, for example, provisions pertaining to a trust account of Pubco and time limits within which it must consummate an initial business combination. The votes cast were as follows: For Against Abstain 3,998,392 33,115 160

East Stone’s shareholders approved Proposal 8 - to consider and vote upon a proposal to approve the Pubco 2022 Equity Incentive Plan Proposal. The votes cast were as follows: For Against Abstain 3,998,262 33,305 100

East Stone’s shareholders approved Proposal 7 - to consider and vote, on a non-binding and advisory only basis, upon provisions to be included in Pubco’s Amended and Restated Memorandum and Articles of Association that the authorized share capital of Pubco be US$50,000, divided into (a) 100,000,000 Pubco Class A Ordinary Shares and (b) 400,000,000 Pubco Class B Ordinary Shares in each case of US$0.0001 par value per share. The votes cast were as follows: For Against Abstain 3,998,222 33,285 160

East Stone’s shareholders approved Proposal 1 - the approval and adoption of the Business Combination Agreement, and the transactions contemplated therein, including the Business Combination whereby (a) the First Merger Sub will merge with and into ICONIQ, with ICONIQ surviving the First Merger as a wholly-owned subsidiary of Pubco; and (b) the Second Merger Sub will merge with and into East Stone, with East Stone surviving the Second Merger as a wholly-owned subsidiary of the Pubco. The votes cast were as follows: For Against Abstain 3,998,432 33,015 220

East Stone’s shareholders approved Proposal 6 - to consider and vote, on a non-binding and advisory only basis, upon provisions to be included in Pubco’s Amended and Restated Memorandum and Articles of Association providing that any vacancy on the board of Pubco shall be filled solely by the affirmative vote of a majority of the directors then in office, even if less than a quorum, or by a sole remaining director, and that such vacancies shall not be filled by shareholders except at an annual general meeting upon the expiration of directors’ terms. The votes cast were as follows: For Against Abstain 3,998,392 33,115 160

East Stone’s shareholders approved Proposal 10 - to consider and vote upon a proposal to approve the re-election each of Xiaoma (Sherman) Lu, Sanjay Prasad and William Zielke as Class I directors to serve on East Stone’s board of directors until the earlier of the consummation of the Business Combination and the 2023 annual meeting of shareholders or their earlier death, resignation or removal and until their respective successors are duly elected and qualified (including if they are replaced at the consummation of the Business Combination, or if East Stone is not authorized to consummate the Business Combi

East Stone’s shareholders approved Proposal 4 - to consider and vote, on a non-binding and advisory only basis, upon provisions to be included in Pubco’s Amended and Restated Memorandum and Articles of Association providing that general meetings of shareholders for any purpose or purposes may be called at any time by the majority of Pubco’s board or the chairman of the board and that the board shall only be required to call a meeting on the requisition of shareholders if it receives a requisition from shareholders holding shares carrying not less than one-third of the votes attributable to all issued shares of Pubco. The votes cast were as follows: For Against Abstain 3,998,552 33,015 100