THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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

If you have sold or transferred all your shares in CNGR Advanced Material Co., Ltd. , you should at once hand this circular to the purchaser(s) or transferee(s) or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser(s) or transferee(s).

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

CNGR Advanced Material Co., Ltd. 中偉新材料股份有限公司

(A joint stock company incorporated in the People’s Republic of China with limited liability)

(Stock Code: 2579)

(1) 2025 ANNUAL REPORT AND ITS SUMMARY AND THE RESULTS ANNOUNCEMENT OF THE COMPANY FOR THE YEAR ENDED 31 DECEMBER 2025;

(2) 2025 WORK REPORTS OF THE BOARD OF DIRECTORS;

(3) RESOLUTION REGARDING THE SPECIAL REPORT ON THE DEPOSIT AND ACTUAL USE OF PROCEEDS IN 2025;

(4) 2025 FINAL FINANCIAL REPORT;

(5) PROFIT DISTRIBUTION PROPOSAL FOR 2025;

(6) RESOLUTION REGARDING THE 2025 DIRECTORS’ REMUNERATION AND THE 2026 REMUNERATION PLAN;

(7) PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION AND CERTAIN GOVERNANCE REGULATIONS;

(8) GENERAL MANDATE TO ISSUE SHARES;

(9) RE-APPOINTMENT OF DOMESTIC ACCOUNTING FIRM; (10) RE-APPOINTMENT OF H SHARE AUDITOR; AND

(11) NOTICE OF 2025 ANNUAL GENERAL MEETING

The notice convening the 2025 annual general meeting (the “ AGM ”) to be held at the conference room, 11/F, Building B, Yunda Central Plaza, Yuhua District, Changsha City, Hunan Province, the PRC at 2:30 pm on Friday, May 22, 2026 are set out in this circular.

Whether or not you are able to attend the AGM, please complete and sign the enclosed form of proxy for use at the AGM in accordance with the instructions printed thereon and return it to the H Share Registrar, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong as soon as possible but in any event not less than 24 hours before the time appointed for the AGM (i.e. not later than 2:30 p.m. on Thursday, May 21, 2026 (Hong Kong time) or the adjourned meeting (as the case may be). Completion and return of the form of proxy will not preclude Shareholders from attending and voting in person at the AGM if they so wish.

For joint shareholders of any Shares, only the joint shareholder whose name appears first in the register of members is entitled to accept the certificate for the relevant shares from the Company, and receive notices or other documents of the Company. Any notice delivered to the aforesaid shareholder shall be deemed to have been delivered to all the joint shareholders of the relevant shares. Any joint shareholder may sign the proxy form, provided that if more than one joint shareholders who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint shareholders. In this regard, the priority of shareholders shall be determined by the ranking of joint holders in the Company’s register of members in relation to the relevant shares.

This circular together with the form of proxy are also published on the websites of Hong Kong Stock Exchange (http://www.hkexnews.hk) and the Company (http://www.cngrgf.com.cn). References to time and dates in this circular are to Hong Kong time and dates.

April 28, 2026

CONTENTS

			Page
DEFINITIONS	. . . . . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
EXPECTED TIMETABLE		. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .			6
APPENDIX IA	—	2025 WORK REPORT OF THE BOARD OF
		DIRECTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	20
APPENDIX IB	—	THE REPORT OF THE INDEPENDENT DIRECTORS
		FOR 2025 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	36
APPENDIX IIA	—	THE SPECIAL REPORT ON THE DEPOSIT AND
		USE OF PROCEEDS IN 2025 . . . . . . . . . . . . . . . . . . .	89
APPENDIX IIB	—	VERIFICATION REPORT ON THE DEPOSIT AND
		USE OF PROCEEDS . . . . . . . . . . . . . . . . . . . . . . . . . .	103
APPENDIX IIC	—	VERIFICATION OPINIONS FROM HUATAI UNITED
		SECURITIES CO., LTD. ON THE DEPOSIT AND
		USE OF PROCEEDS BY CNGR ADVANCED
		MATERIAL CO., LTD. IN 2025 . . . . . . . . . . . . . . . . . .	118
APPENDIX IIIA	—	AMENDMENTS TO THE ARTICLES
		OF ASSOCIATION . . . . . . . . . . . . . . . . . . . . . . . . . . .	130
APPENDIX IIIB	—	THE REMUNERATION MANAGEMENT
		MEASURES OF DIRECTORS AND
		SENIOR MANAGEMENT . . . . . . . . . . . . . . . . . . . . .	132
NOTICE OF ANNUAL GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . . . .			137

– i –

DEFINITIONS

In this circular, unless the context otherwise requires, the following expressions have the following meanings:

“2025 Annual Report”

The annual report of the Company for the year ended 31 December 2025 published on the websites of the Stock Exchange (http://www.hkexnews.hk) and the Company ((http://www.cngrgf.com.cn)

“A Share(s)”

ordinary share(s) of the Company with a nominal value of RMB1.00 each listed on the Shenzhen Stock Exchange and traded in Renminbi

“A Shareholder(s)”
holder(s) of A Shares
“Annual General Meeting” or “AGM”
the annual general meeting of the Company to be held at 2:30 p.m. on Friday, May 22, 2026 at the conference room, 11/F, Building B, Yunda Central Plaza, Yuhua District, Changsha City, Hunan Province, the PRC or any adjournment thereof
“Articles of Association”
the articles of association of the Company, as amended, modified or supplemented from time to time
“Board” or “Board of Directors”
the board of Directors
“Chairman”
the Chairman of the Board
“Company”
CNGR Advanced Material Co., Ltd. (中偉新材料股份有限公司), a joint stock company incorporated in the People’s Republic of China with limited liability, the A Shares and H Shares of which have been listed on the Shenzhen Stock Exchange (stock code: 300919) and the Stock Exchange (stock code: 2579) respectively
“Director(s)”
the director(s) of our Company
“Domestic Share(s)”

ordinary Shares in the share capital of the Company with a nominal value of RMB1.00 each, which are subscribed for and paid up in RMB

– 1 –

DEFINITIONS

“General Mandate” subject to the conditions set out in the proposed resolution approving the share mandate to be approved at the AGM, the general mandate to authorize the Board to exercise its authority to issue additional A Shares not exceeding 20% of the number of the A Shares in issue or additional H Shares not exceeding 20% of the number of the H Shares in issue as at the date of passing of the said resolution
“Group” the Company and its subsidiaries
“H Share(s)” ordinary share(s) in the share capital of the Company, with a nominal value of RMB1.00 each, which are subscribed for and traded in Hong Kong dollars and listed on the Stock Exchange
“H Shareholder(s)” holder(s) of H Shares
“H Share Registrar” Tricor Investor Services Limited, the H Share registrar of the Company
“HK$” Hong Kong dollars, the lawful currency of Hong Kong
“Hong Kong” the Hong Kong Special Administrative Region of the PRC
“Hong Kong Listing Rules” or “Listing Rules”
the Rules Governing the Listing of Securities on the Stock Exchange, as amended, supplemented or otherwise modified from time to time
“Hong Kong Stock Exchange” or “Stock Exchange”
The Stock Exchange of Hong Kong Limited
“Latest Practicable Date”
April 20, 2026, being the latest practicable date prior to the printing of this circular
“PBOC”
the People’s Bank of China (中國人民銀行), the central bank of the PRC
“PRC” or “China” or “Chinese Mainland”
The People’s Republic of China, for the purpose of this Circular, excluding the regions of Hong Kong, Macau Special Administrative Region and Taiwan

– 2 –

DEFINITIONS

“PRC Company Law” or “Company Law”

the Company Law of the People’s Republic of China 《中華人民共和國公司法》( ) as amended, supplemented or otherwise modified from time to time

“Profit Distribution”
the proposed distribution of cash dividend of RMB3.8 (tax inclusive) for every 10 Shares
“RMB”

Renminbi, the lawful currency of the PRC

“Share(s)”

ordinary share(s) in the issued share capital of the Company, with a nominal value of RMB1.00 each, including both A Share(s) and H Share(s)

“Shareholders” holder(s) of our Share(s)
“Shenzhen Stock Exchange” the Shenzhen Stock Exchange, a stock exchange based in the city of Shenzhen, China
“%” per cent

– 3 –

EXPECTED TIMETABLE

The expected timetable for, inter alia, the Profit Distribution is set forth below:

With respect to the Profit Distribution:

Event	2026 (Hong Kong time)
Latest time for lodging transfer of H Shares for
entitlement to attend and vote at the AGM . . . . . . . . . . . . . . . . . . . . Monday, May 18,
	(4:30 p.m.)
Closure of the register of members of
the Company for determining the identity
of the H Shareholders who are entitled to
attend and vote at the AGM . . . . . . . . . . . . . . . . . . . . . . .	. . . . . . Tuesday, May 19, to
	Friday, May 22,
Latest time to return proxy form for the AGM . . . . . . . . . . . . . . . . . . Thursday, May 21,
	(2:30 p.m.)
Date and time of the AGM . . . . . . . . . . . . . . . . . . . . . . . . . .	. . . . . . . . . . Friday, May 22,
	(2:30 p.m.)
Publication of poll results announcement of the AGM . . . .	. . . . . . . . . . Friday, May 22,
Last day of dealings in H Shares on a cum-entitlement
basis relating to the Profit Distribution . . . . . . . . . . . . . .	. . . . . . . . . . Friday, May 29,
First day of dealings in H Shares on an ex-entitlement
basis relating to the Profit Distribution . . . . . . . . . . . . . . . . . . . . . . . . Monday, June 1,
Latest time for lodging transfers of H Shares for
registration in order to qualify for the
Profit Distribution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Tuesday, June 2,
	(4:30 p.m.)
Closure of register of members of the Company for
transfer of H Shares for determining entitlement
to the Profit Distribution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Wednesday, June 3, to
	Monday, June 8,
Record Date to qualify H Shareholders for determination
of entitlement to the Profit Distribution . . . . . . . . . . . . . .	. . . . . . . Wednesday, June 3,

– 4 –

EXPECTED TIMETABLE

Register of members for transfer of H Shares of the Company re-opens . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Tuesday, June 9, Profit Distribution payment date . . . . . . . . . . . . . . . . . . . . . . . . Wednesday, July 22. [(Note)] Note: The dates with regard to Profit Distribution are for reference only as they are subject to approval by the Shareholders and might be adjusted by the Company. If there is any such change, the Company will make announcement to inform the Shareholders. All times and dates in this circular are Hong Kong times and dates.

– 5 –

LETTER FROM THE BOARD

CNGR Advanced Material Co., Ltd. 中偉新材料股份有限公司

(A joint stock company incorporated in the People’s Republic of China with limited liability)

(Stock Code: 2579)

Executive Directors: Mr. Deng Weiming (鄧偉明) Mr. Tao Wu (陶吳) Mr. Liao Hengxing (廖恆星) Mr. Li Weihua (李衛華) Mr. Liu Xingguo (劉興國) Mr. Deng Jing (鄧競)

Independent non-executive Directors: Mr. Cao Feng (曹豐) Mr. Hong Yuan (洪源) Mr. Jiang Liangxing (蔣良興) Ms. Wong Sze Wing (黃斯穎)

Registered Office and Head Office in the PRC: Cross of No. 2 Avenue and No. 1 Avenue Dalong Economic Development Zone Tongren, Guizhou Province The PRC

Principal place of business in Hong Kong: Room 1915, 19/F Lee Garden One, 33 Hysan Avenue Causeway Bay Hong Kong

April 28, 2026

To the Shareholders

Dear Sir or Madam,

(1) 2025 ANNUAL REPORT AND ITS SUMMARY AND THE RESULTS ANNOUNCEMENT OF THE COMPANY FOR THE YEAR ENDED 31 DECEMBER 2025;

(2) 2025 WORK REPORTS OF THE BOARD OF DIRECTORS; (3) RESOLUTION REGARDING THE SPECIAL REPORT ON THE DEPOSIT AND ACTUAL USE OF PROCEEDS IN 2025;

(4) 2025 FINAL FINANCIAL REPORT;

(5) PROFIT DISTRIBUTION PROPOSAL FOR 2025;

(6) RESOLUTION REGARDING THE 2025 DIRECTORS’ REMUNERATION AND THE 2026 REMUNERATION PLAN; (7) PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION AND CERTAIN GOVERNANCE REGULATIONS; (8) GENERAL MANDATE TO ISSUE SHARES;

(9) RE-APPOINTMENT OF DOMESTIC ACCOUNTING FIRM; (10) RE-APPOINTMENT OF H SHARE AUDITOR; AND

(11) NOTICE OF 2025 ANNUAL GENERAL MEETING

– 6 –

LETTER FROM THE BOARD

INTRODUCTION

The purpose of this circular is to provide you with the notice of the AGM and all the information reasonably necessary to enable you to make an informed decision on whether to vote for or against the proposed resolutions at the AGM as follows:

1. 2025 ANNUAL REPORT AND ITS SUMMARY AND THE RESULTS ANNOUNCEMENT OF THE COMPANY FOR THE YEAR ENDED 31 DECEMBER 2025

For details of the 2025 Annual Report and its summary and the results announcement of the Company for the year ended 31 December 2025, please refer to its annual report and its summary and the results announcement published by the Company on the website of the Stock Exchange (https://www.hkexnews.hk) and the website of the Company (http://www.cngrgf.com.cn).

This resolution has been considered and approved by the Board on 30 March 2026, and is being proposed as an ordinary resolution for the Shareholders’ consideration and approval at the AGM.

2. 2025 WORK REPORTS OF THE BOARD OF DIRECTORS

The full text of the 2025 Work Report of the Board of Directors and the respective Report of each of the independent Directors for 2025 are set out in Appendix IA and Appendix IB in this circular respectively.

The aforesaid reports were considered and approved by the Board on 30 March 2026 and is being proposed as an ordinary resolution, for the Shareholders’ consideration and approval at the AGM.

3. RESOLUTION REGARDING THE SPECIAL REPORT ON THE DEPOSIT AND ACTUAL USE OF PROCEEDS IN 2025

An ordinary resolution will be proposed at the AGM to approve the Special Report on the Deposit and Actual Use of Proceeds in 2025. The full text of the Special Report on the Deposit and Use of Proceeds in 2025, the Verification Report on the Deposit and Use of Proceeds and the Verification Opinions from Huatai United Securities Co., Ltd. on the Deposit and Use of Proceeds by the Company in 2025 are set out in Appendix IIA, Appendix IIB and Appendix IIC to this circular respectively.

The aforesaid report was considered and approved by the Board on 30 March 2026 and is being proposed as an ordinary resolution, for the Shareholders’ consideration and approval at the AGM.

– 7 –

LETTER FROM THE BOARD

4. 2025 FINAL FINANCIAL REPORT

An ordinary resolution will be proposed at the AGM to approve the 2025 Final Financial Report. The full text of the aforesaid report is set out in section 8 — financial reporting of the 2025 annual report. For details, please refer to the overseas regulatory announcement dated 30 March 2026.

The 2025 Final Financial Report was considered and approved by the Board on 30 March 2026 and will be submitted, by way of ordinary resolution, for the Shareholders’ consideration and approval at the AGM.

5. PROFIT DISTRIBUTION PROPOSAL FOR 2025

In accordance with the “Guidance on the Supervision of Listed Companies No. 3 — Cash Dividends of Listed Companies” and the relevant provisions of the Company’s Articles of Association, based on the positive outlook for the Company’s future business development and considering the Company’s financial situation, and in order to better reward investors, the Board approves the following profit distribution plan for 2025, provided it complies with the Company’s profit distribution policy and ensures the Company’s normal operation and long-term development: Based on the total number of Shares after deducting the shares repurchased in the repurchase account from the total share capital on the record date for dividend distribution, a cash dividend of RMB3.8 per 10 shares (tax inclusive) will be distributed. No capital reserve will be converted into share capital, and no bonus shares will be issued.

From the date of this profit distribution plan announcement until the implementation of the profit distribution plan, if the aforementioned total number of shares changes due to share repurchases or other circumstances, the Company will adjust the total distribution amount accordingly, adhering to the principle of “unchanged distribution ratio.” After the implementation of the above profit distribution plan, the remaining undistributed profits will be carried forward to subsequent years for distribution.

The dividend will be denominated and declared in RMB, and distributed to the domestic Shareholders and investors participating in the Shanghai-Hong Kong Stock Connect Program in RMB and to the overseas Shareholders in Hong Kong dollar. The exchange rate for the dividend calculation in Hong Kong dollar is based on the average middle rate of the Hong Kong dollar against the RMB as announced by the PBOC on the five business days immediately preceding the date of the resolution on the dividend distribution plan at the 2025 annual general meeting.

The Company will pay the 2025 final dividend on Wednesday, July 22, 2026 to H share holders whose names appear on the register of members of the Company at the close of business on Wednesday, June 3, 2026. The payment date to the Profit Distribution is for reference only as they are subject to approval by the Shareholders and might be adjusted by the Company. If there is any such change, the Company will make announcement to inform the Shareholders.

– 8 –

LETTER FROM THE BOARD

Taxation Relief and Exemption of Dividend for H Shareholders

A. Individual Income Tax

In accordance with the provisions of the “Notice of the State Administration of Taxation on Individual Income Tax Collection Issues Following the Repeal of the Document with the Number of Guo Shui Fa 1993 No. 045” (Guo Shui Han 2011 No. 348) 《國家稅務總局關於國稅發( 1993045號文件廢止後有關個人所得稅徵管問題的通知》（國稅函 2011348號）), withholding and remitting obligor will withhold and remit individual income tax as per item of “interest, dividends and bonus income” for dividends and bonuses income of overseas resident individual shareholders from the domestic non-foreign-funded enterprises by issuing shares in Hong Kong. When the domestic non-foreign-funded enterprise issues shares in Hong Kong, its overseas resident individual shareholders will enjoy relevant tax preference in accordance with the tax convention signed by China and the country stated in the residential identity and tax arrangement of Chinese Mainland and Hong Kong (Macau). In general, the tax rate for dividend is 10% in accordance with relevant tax convention and provisions on tax arrangement. To simplify tax collection and management, when a domestic non-foreign funded enterprise that has issued shares in Hong Kong distributes dividends and bonuses, individual income tax will be generally withheld and remitted at the tax rate of 10% and application is not necessary. If the tax rate for dividends is not fall within 10%, the following provisions shall apply: (1) for residents from countries which have entered into tax treaties with a tax rate of lower than 10%, the withholding agents will file applications on their behalf to seek entitlement of the relevant agreed preferential treatments, and upon approval by the competent tax authorities, the excess tax amounts withheld will be refunded; (2) for residents from countries which have entered into tax treaties with a tax rate of higher than 10% but lower than 20%, the withholding agents will withhold the individual income tax at the effective tax rate under the treaties when distributing dividends without application; (3) for residents from countries without tax treaties or otherwise, the withholding agents will withhold the individual income tax at a tax rate of 20% when distributing dividends.

B. Enterprise Income Tax

In accordance with the provisions of the “Notice on Relevant Issues that PRC Resident Enterprises Distribute Dividends to Overseas Non-resident Enterprise Shareholders of H shares and Withhold and Remit Enterprise Income Tax” (Guo Shui Han 2008 No. 897) 《關於中國居民企業向境外( H股非居民企業股東派發股息代扣代繳企業所得稅有關問題的通知》（國稅函2008897號）), when PRC resident enterprises distribute dividends for 2008 and future years to overseas non-resident enterprise shareholders of H shares, they will withhold and remit enterprise income tax at the tax rate of 10%.

– 9 –

LETTER FROM THE BOARD

C. Shenzhen-Hong Kong Stock Connect

For domestic investors (including enterprises and individuals) who invest in the H Shares of the Company through the Shenzhen Stock Exchange, the Shenzhen Branch of China Securities Depository and Clearing Corporation Limited, as the nominee for investors of H Shares under the Shenzhen-Hong Kong Stock Connect, will receive the cash dividends distributed by the Company and distribute such cash dividends to the relevant investors of H Shares under the Shenzhen-Hong Kong Stock Connect through its depository and clearing system. Cash dividends for investors of H Shares under the Shenzhen-Hong Kong Stock Connect will be paid in RMB. In accordance with provisions of the “Notice on Tax Policies about Inter-communication Pilot of Shenzhen-Hong Kong Stock Exchange Mechanism” (Cai Shui 2016 No. 127) (《關於深港股票市場交易互聯互通機制試點有關稅收政策的通知》（財稅2016127號）), issued by the Ministry of Finance, the State Taxation Administration, and the China Securities Regulatory Commission of the PRC: (1) H-share companies will withhold individual income tax at the tax rate of 20% for dividend and bonus of individual investors in Chinese Mainland who invest in H shares listed on the Hong Kong Stock Exchange via the Shenzhen-Hong Kong Stock Connect; (2) individual income tax will be collected with reference to individual investors for dividends and bonuses income of the securities investment fund in Chinese Mainland which invests in listed shares of the Hong Kong Stock Exchange via the Shenzhen-Hong Kong Stock Connect; (3) H-share companies will not withhold dividend and bonus income tax for dividends and bonuses of enterprise investors in Chinese Mainland who invest in listed shares of the Hong Kong Stock Exchange via the Shenzhen-Hong Kong Stock Connect and the payable tax will be paid by the enterprises themselves. Dividends and bonuses income obtained by resident enterprises in Chinese Mainland as they have continuously held H shares for 12 months will be exempted from enterprise income tax according to laws. The schedule for the record date, cash dividend payment date, and other arrangements for Shenzhen-Hong Kong Stock Connect investors shall be consistent with those for the H-share shareholders of the Company.

D. Shanghai-Hong Kong Stock Connect

For domestic investors (including enterprises and individuals) who invest in the H Shares of the Company through the Shanghai Stock Exchange, the Shanghai Branch of China Securities Depository and Clearing Corporation Limited, as the nominee for investors of H Shares under the Shanghai-Hong Kong Stock Connect, will receive the cash dividends distributed by the Company and distribute such cash dividends to the relevant investors of H Shares under the Shanghai-Hong Kong Stock Connect through its depository and clearing system. Cash dividends for investors of H Shares under the Shanghai-Hong Kong Stock Connect will be paid in RMB. In accordance with provisions of the “Notice on Tax Policies about Inter-communication Pilot of Shanghai-Hong Kong Stock Exchange Mechanism” (Cai Shui 2014 No. 81) 《關於滬港股票市場交易互聯互通機制( 試點有關稅收政策的通知》（財稅201481號）) issued by the Ministry of Finance, the State Taxation Administration, and the China Securities Regulatory Commission of the PRC: (1) H-share companies will withhold individual income tax at the tax rate of 20% for dividend and bonus of individual investors in Chinese Mainland who invest in H shares listed on the Hong Kong Stock Exchange via the Shanghai-Hong Kong Stock Connect; (2)

– 10 –

LETTER FROM THE BOARD

Individual income tax will be collected with reference to individual investors for dividends and bonuses income of the securities investment fund in Chinese Mainland which invests in listed shares of the Hong Kong Stock Exchange via the Shanghai-Hong Kong Stock Connect; (3) H-share companies will not withhold dividend and bonus income tax for dividends and bonuses of enterprise investors in Chinese Mainland who invest in listed shares of the Hong Kong Stock Exchange via the Shanghai-Hong Kong Stock Connect and the payable tax will be paid by the enterprises themselves. Dividends and bonuses income obtained by resident enterprises in Chinese Mainland as they have continuously held H shares for 12 months will be exempted from enterprise income tax according to laws. The schedule for the record date, cash dividend payment date, and other arrangements for Shanghai-Hong Kong Stock Connect investors shall be consistent with those for the H-share shareholders of the Company.

Special announcement

The Company will withhold payment of the relevant income tax strictly in accordance with the relevant laws or requirements of the relevant government departments and strictly based on the Company’s register of members of H Shares on the record date. The Company assumes no liability whatsoever in respect of and will not entertain any claims arising from any delay in, or inaccurate determination of, the status of the Shareholders or any disputes over the mechanism of withholding arrangement. The Company will not be liable for any claim or dispute over the withholding mechanism arising from any delay in, or inaccurate determination of the status of the Shareholders.

Shareholders are suggested to consult their tax consultants regarding the tax impacts in China, Hong Kong and other countries (regions) for holding and selling the Shares.

For H Shareholders of the Company holding shares through the Shanghai-Hong Kong Stock Connect and the Shenzhen-Hong Kong Stock Connect, the Company will pay the 2025 final dividend to such Shareholders through the clearing and settlement system of China Securities Depository and Clearing Corporation Limited.

The cheques for the Profit Distribution will be despatched by ordinary post to the H Shareholders who are entitled to the Profit Distribution at their own risk. In case of joint shareholding, the cheques for the Profit Distribution will be posted to the first named person on the H Shareholders’ register in respect of such joint shareholding. For the date of the relevant dates for the Profit Distribution, please refer to the section headed “Expected Timetable” of this circular.

The Profit Distribution was considered and approved by the Board on 30 March 2026 and will be submitted, by way of ordinary resolution, for the Shareholders’ consideration and approval at the AGM.

– 11 –

LETTER FROM THE BOARD

6. RESOLUTION REGARDING THE 2025 DIRECTORS’ REMUNERATION AND THE 2026 REMUNERATION PLAN

In accordance with current laws and regulations and the relevant provisions of the Company’s Articles of Association and the Rules of Procedure for the Nomination, Remuneration and Assessment Committee of the Board, the remuneration of the Company’s Directors for 2025 is confirmed as follows:

(a) Non-independent Directors who hold other positions within the Company receive remuneration according to their respective positions and in accordance with the Company’s relevant remuneration standards and systems. The Company has not paid any additional remuneration for their term as Directors. For details regarding the remuneration of Directors, please refer to the Company’s 2025 Annual Report.
(b) The remuneration plan for the Directors in 2026 will follow the remuneration plan for 2025, as follows:
(i) Remuneration of Independent Directors : The average allowance for the Company’s third session of the of independent Directors is RMB90,000 per year (tax inclusive) (of which the allowance for independent Directors held by overseas personnel is RMB180,000 per year (tax inclusive)).
(ii) Remuneration of Non-Independent Directors : Third-term non-independent Directors holding specific management positions within the Company will receive basic salary and performance-based salary in accordance with their employment contracts with the Company and the Company’s regulations on remuneration management for Directors and senior management. They will not receive allowances. Third-term non-independent Directors not holding other positions within the Company will not receive allowances.

As this proposal involves the remuneration of all members of the Nomination, Remuneration and Assessment Committee, based on the principle of prudence, all members will abstain from voting on this proposal. Based on the principle of prudence, all Directors will abstain from voting on this proposal. The resolution regarding the 2025 Directors’ Remuneration and the 2026 remuneration plan will be submitted, by way of ordinary resolution, for the Shareholders’ consideration and approval at the AGM.

– 12 –

LETTER FROM THE BOARD

7. PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION AND CERTAIN GOVERNANCE REGULATIONS

In accordance with the provisions of the Company Law of the People’s Republic of China, the Guidelines for Articles of Association of Listed Companies, the Rules Governing the Listing of Stocks on the Shenzhen Stock Exchange ChiNext Market, the Self-Regulatory Guidelines for Listed Companies of the Shenzhen Stock Exchange No. 2 – Standardized Operation of ChiNext Listed Companies, and the Listing Rules, and in order to further improve the Company’s governance structure and enhance the level of standardized operation, and in light of the Company’s actual situation, the Board proposed to amend the Articles of Association. Details of the proposed amendments to the Articles of Association are set out in Appendix IIIA to this circular. Except for the proposed amendments disclosed in Appendix IIIA , the other sections and provisions of the Articles of Association remain unchanged.

In accordance with the Articles of Association and the relevant laws and regulations, the remuneration management measures of Directors and senior management are required to be submitted to the AGM for consideration. The remuneration management measures of directors and senior management are set out in Appendix IIIB to this circular.

Both the Company’s Hong Kong legal counsel and PRC legal counsel have confirmed that the proposed amendments comply with the Listing Rules and relevant PRC laws. The Company confirm that the proposed amendments are not unusual for Hong Kong-listed companies.

The proposed amendments to the Articles of Association and certain governance regulations was considered and approved by the Board on 30 March 2026 and will be submitted, for the Shareholders’ consideration and approval at the AGM.

8. GENERAL MANDATE TO ISSUE SHARES

To meet the Company’s potential strategic layout or project investment needs, optimize the Company’s shareholder structure, and supplement daily operating funds, in light of the Company’s actual situation, the Board requests the Shareholders to authorize the Board, and the Board to further authorize the Chairman and his authorized personnel, to decide, either alone or simultaneously, to allot, issue, and dispose of no more than 20% of the Company’s issued A-shares or H-shares (excluding treasury shares), or securities, options, warrants, or similar rights to subscribe for the company’s A-shares or H-shares. According to relevant regulations in China, even after obtaining Shareholders’ approval

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LETTER FROM THE BOARD

on with the General Mandate, the issuance of A-shares still requires shareholder approval. The specific authorization is as follows:

The Board is generally and unconditionally authorized, and the Board may further authorize the Chairman and his authorized persons to decide, alone or simultaneously, on the allotment, issuance and disposal of A shares and/or H shares or securities, options, warrants or similar rights to subscribe for A shares or H shares of the Company (“ Similar Rights ”), and to decide on the terms and conditions for the allotment, issuance and disposal of new shares or Similar Rights, including but not limited to the following:
(1) the type and number of new shares to be issued;
(2) the pricing method and/or issue price (including price range) of the new shares;
(3) the commencement and termination dates of the issuance;
(4) the type and number of new shares to be issued to existing shareholders; and/or
(5) to make or grant any share sale proposals, agreements, share purchase options, conversion rights or other related rights that may require the exercise of such Rights.
The number of A Shares or H Shares (excluding shares issued through capitalization of reserves) that the Board or the Chairman and their authorized persons may decide, individually or simultaneously, to allot, issue and deal with (whether pursuant to share options or otherwise) pursuant to the General Mandate described in paragraph 1 above (excluding shares issued through capitalization of reserves) shall not exceed 20% of the total number of such A shares or H shares (excluding treasury shares) issued by the Company at the time this resolution is approved by the shareholders’ meeting.
If the Board or the Chairman and their authorized persons have decided to allot, issue and deal with A shares and/or H shares or similar rights within the validity period of the authorization described in paragraph 5 of this resolution, and the Company has also obtained the relevant approvals, licenses or registrations (if applicable) from regulatory authorities within the validity period of the authorization, then the Board or the Chairman and their authorized persons may complete the relevant allotment, issuance and dealing within the validity period of such approvals, licenses or registrations.

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LETTER FROM THE BOARD

To authorize the Board or the Chairman and his authorized persons to obtain all relevant government and/or regulatory approvals (if applicable) in accordance with applicable laws (including but not limited to the PRC Company Law, the Listing Rules, and the Guidelines for the Standardized Operation of Listed Companies on the Shenzhen Stock Exchange) to exercise the general mandate.
The general mandate shall be valid from the date of the AGM until the earliest of the following three dates:
(1) the date of expiry of 12 months after the date of adoption by the AGM;
(2) the date of conclusion of the 2026 annual general meeting of Shareholders; or
(3) the date on which the shareholders of the Company pass a special resolution at the AGM to revoke or amend the general mandate granted to the Board by this resolution.
To authorize the Board or the Chairman and his authorized persons to approve, execute and make or procure the execution and making of all documents, deeds and matters relating to the allotment, issuance and disposal of any new shares in connection with the exercise of the general mandate described above, to handle necessary formalities and take other necessary actions.
Authorize the Board or the Chairman and his authorized persons to increase the Company’s registered capital and make appropriate and necessary amendments to the Company’s articles of association when new shares are issued and after the issuance is completed, based on the method, type, number of new shares issued and the actual situation of the Company’s equity structure at the time of the issuance.

As at the Latest Practicable Date, the Company had an aggregate of 1,042,253,858 Shares in issue (including the 29,832,872 treasury A Shares), comprising 104,225,400 H Shares and 908,195,586 A Shares. Subject to the passing of the proposed resolution in relation to the general mandate for the issue of Shares, the Company will be allowed to issue, allot and deal with a maximum of 20,845,080 H Shares or 181,639,117 A Shares, representing 20% of the H Shares or A Shares in issue (excluding treasury shares) on the date of the passing of such resolution, on the basis that no further Shares will be issued by the Company prior to the AGM.

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LETTER FROM THE BOARD

The Board will only exercise its authority under the General Mandate in accordance with the PRC Company Law, other applicable laws and regulations (as amended from time to time) and the relevant provisions of the securities regulatory institutions at the place of listing of the Shares and only with the necessary approvals from the CSRC and other relevant PRC government departments.

The Directors hereby state that as at the Latest Practicable Date, they have no intention to issue any new Shares pursuant to the General Mandate.

The Board believes that it is in the best interests of the Company and the Shareholders to grant the General Mandate to the Board to issue new Shares. Whilst it is not possible to anticipate in advance any specific circumstances in which the Board might think appropriate to issue Shares, the ability to do so would give them the flexibility to capture the opportunity if it so arises.

The general mandate to issue A or H Shares was considered and approved by the Board on 30 March 2026 and will be submitted, by way of special resolution, for the Shareholders’ consideration and approval at the AGM.

9. RE-APPOINTMENT OF DOMESTIC ACCOUNTING FIRM

The Board believes that Ernst & Young Hua Ming LLP possesses the capability and qualifications to provide annual audits for listed companies, and meets the company’s requirements for an auditing firm in terms of independence, professional competence, and investor protection capabilities. During its tenure as the Company’s auditor for 2025, Ernst & Young Hua Ming LLP diligently, duly, and fairly issued its independent audit opinion.

The Board agrees to re-appoint Ernst & Young Hua Ming LLP as the Company’s auditor for the 2026 financial statements and internal controls, and agrees to request the shareholders’ meeting to authorize the Board to determine the audit fees and sign relevant contracts. The final audit fee is determined based on various factors, including the Company’s business scale, industry, and the complexity of its accounting practices, as well as the number of auditors required for the Company’s annual report audit, the workload involved, and the firm’s fee schedule.

After review, the Audit Committee believes that Ernst & Young Hua Ming LLP possesses the qualifications to serve as a financial audit and internal control audit firm. In its practice, it has effectively fulfilled its responsibilities as an audit firm, providing the Company with satisfactory audit services. Its independence, professional competence, and investor protection capabilities meet the Company’s requirements for an audit firm. In summary, to maintain the continuity of the Company’s relevant audit work, the Audit Committee proposed to re-appoint Ernst & Young Hua Ming LLP as the Company’s 2026 financial report and internal control accounting firm.

The re-appointment of domestic accounting firm for 2026 was considered and approved by the Board on 30 March 2026 and will be submitted, by way of ordinary resolution, for the Shareholders’ consideration and approval at the AGM.

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LETTER FROM THE BOARD

10. RE-APPOINTMENT OF H SHARE AUDITOR

In line with the requirements of the Articles of Association and the auditing tasks of the Company, the Company proposes to re-appoint Ernst & Young to be the H Share Auditor of the Company for 2026 with a term commencing from the date of approval at the AGM until the conclusion of the annual general meeting of the Company for the financial year ending 31 December 2026, and authorize the Board to determine the specific matters, including but not limited to their remunerations, in relation to such re-appointment.

The Audit Committee believes that Ernst & Young possesses the relevant qualifications to conduct audits for Hong Kong-listed companies, has sufficient professional capabilities, investor protection capabilities, and independence, and has a good reputation for integrity, thus meeting the company’s annual audit needs. Therefore, the Audit Committee agrees to appoint Ernst & Young as the Company’s H-share auditor for 2026.

The audit service fee for 2026 was determined based on factors such as the scope of the audit services, the Company’s business scale, the industry it operates in, the complexity of its accounting treatment, and the number of auditors and workload required for the audit. The estimated audit fee for 2026 is from RMB1.5 million to RMB1.8 million.

The re-appointment of the H Share Auditor for 2026 was considered and approved by the Board on 30 March 2026 and will be submitted, by way of ordinary resolution, for the Shareholders’ consideration and approval at the AGM.

AGM

The AGM is to be held at the conference room, 11/F, Building B, Yunda Central Plaza, Yuhua District, Changsha City, Hunan Province, the PRC at 2:30 pm on Friday, May 22, 2026. The notice of the AGM is set out on pages 137 to 139 in this circular and published on the website of the Stock Exchange (https://www.hkexnews.hk) and the website of the Company (http://www.cngrgf.com.cn).

Any Shareholder entitled to attend and vote at the AGM is entitled to appoint one or more proxies to attend and vote on his/her (their) behalf. A proxy need not be a Shareholder. If you intend to appoint a proxy to attend the AGM and vote on your behalf, you are requested to complete the accompanying proxy form in accordance with the instructions printed thereon and return it, by hand, by post or by facsimile, to the Company’s H share registrar, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong (for H Shareholders only) as soon as possible and in any event not later than 24 hours before the time appointed for the holding of the AGM (i.e. before 2:30 p.m. on Thursday, May 21, 2026) or 24 hours before the time appointed for the holding any adjournment thereof (as the case may be). Completion and return of the proxy form will not preclude you from attending and voting in person at the AGM or any adjournment thereof should you so wish.

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LETTER FROM THE BOARD

CLOSURE OF REGISTER OF MEMBERS

For the purpose of ascertaining the Shareholders who are entitled to attend and vote at the AGM, the register of members of the Company will be closed from Tuesday, May 19, 2026 to Friday, May 22, 2026 , both dates inclusive, during which period no transfers of Shares will be registered. H Shareholders whose names appear on the H Share register of members of the Company on Tuesday, May 19, 2026 are entitled to attend and vote at the AGM.

For the purpose of ascertaining the Shareholders who are entitled to attend and vote at the AGM, all transfer instruments accompanied by the relevant share certificates must be lodged by holders of H shares with the Company’s H Share registrar, namely, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong no later than 4:30 p.m. on Monday, May 18, 2026.

For determining the entitlement to the proposed Profit Distribution, the register of members of the Company will be closed from Wednesday, June 3, 2026 to Monday, June 8, 2026, both days inclusive, during which period no transfer of Shares will be registered. In order to qualify for the entitlement to the proposed Profit Distribution, all share transfer documents accompanied by the relevant share certificates must be lodged with the Company’s H share registrar, Tricor Investor Services Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong for registration not later than 4:30 p.m. (Hong Kong time) on Tuesday, June 2, 2026.

VOTING

Pursuant to Rule 13.39(4) of the Hong Kong Listing Rules, all votes of shareholders at a general meeting must be taken by poll except where the chairman, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands. Accordingly, voting on the resolution proposed at the AGM will be conducted by poll. When voting by poll, each Shareholder present in person or by proxy at the AGM (or, in the case of a corporate shareholder, its duly authorized representative) shall be entitled to one vote for each share registered in his/her/its name in the register of members. A shareholder entitled to more than one vote need not cast all his/her/its votes or cast all the votes he/she/it is entitled to cast in the same way.

To the best of the Directors’ knowledge, information and belief, having made all reasonable enquiry, as of the date of this circular, no Shareholders are required to abstain from voting on the resolution to be proposed by the Company at the AGM.

RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Hong Kong Listing Rules for the purpose of giving information regarding the Company. The Directors, having made all reasonable enquiries, confirm that, to the best of their knowledge and belief, the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.

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LETTER FROM THE BOARD

RECOMMENDATION

In light of the above, the Board considers that all the resolutions proposed at the AGM are in the best interests of the Company and its Shareholders. Accordingly, the Board recommends the Shareholders to vote in favor of all the resolutions proposed at the AGM.

GENERAL INFORMATION

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

Yours faithfully, By order of the Board CNGR Advanced Material Co., Ltd. Mr. Deng Weiming Chairman, Executive Director and President

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APPENDIX IA

2025 WORK REPORT OF THE BOARD OF DIRECTORS

CNGR Advanced Material Co., Ltd. Board of Directors’ Work Report for 2025

In 2025, the Company’s Board of Directors (the “ Board ”) strictly complied with the Company Law, the Securities Law, the Measures for the Administration of Information Disclosure by Listed Companies, the Growth Enterprise Market Listing Rules for Shenzhen Stock Exchange, the Guidelines for Self-regulation of Listed Companies in Shenzhen Stock Exchange No.2 – Standardized Operations of Companies Listed on the Growth Enterprise Market, other laws, regulations and normative documents, as well as the Company’s Articles of Association and other provisions. Additionally, the Board rigorously implemented the resolutions of the shareholders’ meetings, actively advanced the implementation of the Board’s various resolutions, continuously standardized the Company’s corporate governance structure, performed its duties diligently and conscientiously, and continuously enhanced the Company’s operations and governance levels. The Board’s work for the year of 2025 is reported as follows:

I. OVERALL BUSINESS PERFORMANCE IN 2025

During the Reporting Period, benefiting from the rapid growth of the global new energy market and the continuous release of its own integrated production capacity, the Company achieved the total sales volume of battery products (nickel-based, cobalt-based, phosphorus-based, sodium-based) in excess of 420,000 tons. Adhering to the “New Four Modernizations” strategy of “Technology Diversification, Development Globalization, Operation Digitalization, and Industry Ecologization”, and guided by technologies and products, the Company upheld the philosophy of “Customer Orientation, and Service-Driven Operation”, ensuring the continuous release of production capacity, enhancing product market share, continuously optimizing product and customer structure, and upgrading the proportion of industrial integration, all of which jointly drove the Company’s sustained performance growth.

During the Reporting Period, the Company achieved the operating revenue of RMB48.140 billion, representing a year-on-year increase of 19.68%, and the net profit attributable to shareholders of the listed company of RMB1.567 billion, representing a year-on-year increase of 6.84%. As at the end of the Reporting Period, the Company’s total assets were RMB81.608 billion, an increase of 11.76% compared to the end of the prior year; and its net assets attributable to shareholders of the listed company were RMB24.135 billion, an increase of 19.83% compared to the end of the prior year.

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APPENDIX IA 2025 WORK REPORT OF THE BOARD OF DIRECTORS

II. MAIN WORK OF THE BOARD IN 2025

(i) Convening of board meetings

In 2025, the Company convened a total of 15 board meetings. The convening and procedural formalities, qualifications of attendees, voting procedures, voting results and resolution contents all complied with applicable laws and regulations and the Company’s Articles of Association. And all directors of the Company have attended all board meetings. Details are set out below:

Date of

No. Meeting session convening Name of proposal 1 26th meeting of January 20, 2025 1. Proposal on the 2nd session Secretary to of the Board
2 27th meeting of February 10, 2025 1. Proposal on the 2nd session Assistance to of the Board
Proposal on the Appointment of the Secretary to the Board of Directors
Proposal on Providing Financial Assistance to Investee Companies
Proposal on Authorizing the Company’s Management to Commence Preparatory Work Relating to the Company’s Overseas Issuance of H Shares and Listing on The Stock Exchange of Hong Kong Limited
Proposal on Convening the Company’s Second Extraordinary Shareholders’ Meeting in 2025
3 28th meeting of March 6, 2025 1. Proposal on the Application by the the 2nd session Company and its Subsidiaries for of the Board Comprehensive Credit Facilities from Banks and Others and on Guarantees
Proposal on the Company’s Hedging Plan for 2025
Proposal on the Company’s Conduct of Futures and Derivatives Transactions
Proposal on the Company’s Plan for Daily Related Party Transactions in 2025

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APPENDIX IA

2025 WORK REPORT OF THE BOARD OF DIRECTORS

Date of No. Meeting session convening

Name of proposal

Proposal on Extending the Duration of the 2022 Employee Stock Ownership Plan
Proposal on Amending the Company’s ‘Articles of Association’
Proposal on Amending the ‘Procedural Rules for Shareholders’ Meetings’
Proposal on Amending the ‘Procedural Rules for Board Meetings’
Proposal on Formulating the ‘Management Systems for Securities Investment, Futures and Derivatives Trading’
Proposal on Formulating the ‘Management Systems for Market Value’
Proposal on Convening the Company’s Third Extraordinary Shareholders’ Meeting in 2025
4 29th meeting of April 1, 2025 the 2nd session of the Board
Proposal on the Company’s Issuance of H Shares and Listing on The Stock Exchange of Hong Kong Limited
Proposal on the Company’s Plan for the Issuance of H Shares and Listing on The Stock Exchange of Hong Kong Limited
Proposal on the Company’s Conversion into an Overseas-Offering Joint-Stock Company

– 22 –

APPENDIX IA

2025 WORK REPORT OF THE BOARD OF DIRECTORS

Date of No. Meeting session convening

Name of proposal

Proposal on the Validity Period of the Resolution on the Company’s Issuance of Overseas-Listed H Shares and Listing
Proposal on Requesting the Shareholders’ Meeting to Authorize the Board of Directors and its Authorized Persons to Handle Matters Relating to the Company’s Issuance of H Shares and Listing
Proposal on the Company’s Report on the Use of Previous Proceeds
Proposal on the Company’s Plan for the Use of Proceeds from the Overseas Public Issuance of H Shares
Proposal on the Company’s Plan for the Distribution of Retained Profits Before the Issuance of H Shares
Proposal on Amending the ‘Company’s Articles of Association (Draft)’ and Related Procedural Rules (Draft) to Take Effect After the H Share Issuance and Listing
Proposal on the Company’s Engagement of an Auditor for the H Share Issuance and Listing
Proposal on Formulating the Company’s ‘System for the Administration of Confidentiality and Archiving in Connection with the Issuance of Overseas Securities and Listing’
Proposal on Electing Additional Independent Directors to the Second Session of the Board of Directors

– 23 –

APPENDIX IA

2025 WORK REPORT OF THE BOARD OF DIRECTORS

Date of No. Meeting session convening

Name of proposal

Proposal on Determining the Roles of the Company’s Directors
Proposal on Adjusting Special Committees of the Board of Directors and Determining Their Relevant Members
Proposal on Approving the Company’s Registration as a Non-Hong Kong Company, Its Principal Place of Business in Hong Kong and Its Agent for Service of Process in Hong Kong
Proposal on Selecting a Company Secretary and Appointing the Company’s Authorized Representative
Proposal on Taking Out Directors’, Supervisors’, Officers’ and Prospectus Liability Insurance
Proposal on Convening the Company’s Fourth Extraordinary Shareholders’ Meeting in 2025
5 30th meeting of April 10, 2025 the 2nd session of the Board
Proposal on the President’s Work Report for 2024
Proposal on the Board of Directors’ Work Report for 2024
Proposal on the Company’s Annual Report and Its Summary for 2024
Proposal on the Special Report on the Deposit and Use of Proceeds for 2024

– 24 –

APPENDIX IA

2025 WORK REPORT OF THE BOARD OF DIRECTORS

Date of No. Meeting session convening

Name of proposal

Proposal on the Company’s Internal Control Self-Assessment Report for 2024
Proposal on the Company’s Fund Occupancy by the Controlling Shareholder and Other Related Parties for 2024
Proposal on the Company’s Financial Final Accounts Report for 2024
Proposal on the Company’s Profit Distribution Plan for 2024
Proposal on Confirming the Remuneration of the Company’s Directors for 2024 and Formulating the Remuneration Plan for 2025
Proposal on Confirming the Remuneration of the Company’s Senior Management for 2024 and Formulating the Remuneration Plan for 2025
Proposal on the Sustainability Report of CNGR Advanced Material Co., Ltd. For 2024
Proposal on Adjusting the Company’s Organizational Structure
Proposal on the Special Explanation Regarding the Company’s Securities Investment and Derivatives Trading in 2024
Proposal on the Company’s Changes in Accounting Policies

– 25 –

APPENDIX IA

2025 WORK REPORT OF THE BOARD OF DIRECTORS

Date of No. Meeting session convening

Name of proposal

Proposal on Verifying the Independence of Independent Directors
Proposal on Repurchasing and Canceling Part of the Restricted Shares under the 2022 Restricted Stock Incentive Plan
Proposal on Changing the Company’s Registered Capital, Amending the Company’s Articles of Association and Completing the Change of Industrial and Commercial Registration
Proposal on Using Idle Own Funds for Cash Management
Proposal on Increasing the Plan for Daily Related Party Transactions in 2025
Proposal on Convening the Company’s Annual Shareholders’ Meeting in 2024
6 31st meeting of April 25, 2025 the 2nd session of the Board
7 32nd meeting of May 20, 2025 the 2nd session of the Board
Proposal on the ‘First Quarter Report for 2025’
Proposal on Changing the Person in Charge of Internal Audit
Proposal on Providing Financial Assistance to Investee Companies
Proposal on Convening the Company’s Fifth Extraordinary Shareholders’ Meeting in 2025

– 26 –

APPENDIX IA

2025 WORK REPORT OF THE BOARD OF DIRECTORS

Date of
No. Meeting session convening 8 33rd meeting of June 12, 2025 the 2nd session of the Board

Name of proposal

Proposal on Adjusting Prices of the Initial Grant and the Reserved Grant under the 2023 Restricted Stock Incentive Plan
Proposal on the Satisfaction of the Vesting Conditions for the Second Vesting Period of the Initial Grant and the First Vesting Period of the Reserved Grant under the 2023 Restricted Stock Incentive Plan
Proposal on Cancellation of a Portion of Granted but Not Yet Vested Restricted Shares

9 34th meeting of July 9, 2025 1. Proposal on Providing Financial the 2nd session Assistance to Investee Companies of the Board

10 35th meeting of August 15, 2025 1. Proposal on the Company’s the 2nd session Semi-Annual Report and Its of the Board Summary for 2025 2. Proposal on the Special Report on the Deposit and Use of Proceeds for the First Half of 2025

11 36th meeting of August 25, 2025 1. Proposal on Amending the the 2nd session ‘Company’s Articles of Association’ of the Board and Completing the Change of Industrial and Commercial Registration

Proposal on Formulating and Amending the Company’s Policies
Proposal on the Company’s Interim Dividend Plan for 2025
Proposal on Convening the Company’s Sixth Extraordinary Shareholders’ Meeting in 2025

– 27 –

APPENDIX IA

2025 WORK REPORT OF THE BOARD OF DIRECTORS

Date of
No. Meeting session convening 12 37th meeting of September 22, the 2nd session 2025 of the Board

Name of proposal

Proposal on the Resignation of an Independent Director Due to Expiry of Term and the Election of a Replacement Independent Director
Proposal on Adjusting Members of Special Committees of the Second Session of the Board of Directors
Proposal on the Re-appointment of the Auditor for 2025
Proposal on Providing Financial Assistance to Investee Companies
Proposal on Convening the Company’s Seventh Extraordinary Shareholders’ Meeting in 2025

13 38th meeting of September 25, 1. Proposal on Adjusting the the 2nd session 2025 Implementing Entity for Part of the of the Board Company’s Daily Related Party Transactions in 2025

14 39th meeting of October 29, 2025 1. Proposal on the ‘Third Quarter the 2nd session Report for 2025’ of the Board

15 40th meeting of October 31, 2025 1. Proposal on Matters Relating to the the 2nd session Finalization of the Global Offering of the Board of H Shares (Including the Hong Kong Public Offering and the International Offering) and the Listing on the Main Board of The Stock Exchange of Hong Kong Limited

– 28 –

APPENDIX IA

2025 WORK REPORT OF THE BOARD OF DIRECTORS

(ii) Implementation of resolutions at shareholders’ meeting by the Board

During the Reporting Period, the Board convened a total of 8 shareholders’ meetings. The convening, procedural formalities and voting procedures complied with relevant national laws, regulations, normative documents and the Company’s Articles of Association. The details are as follows:

Date of
No. Meeting session convening Name of proposal 1 1st extraordinary January 13, 2025 1. Proposal on Adjusting the Total shareholders’ Investment Amount and meeting in Implementation Contents of Certain 2025 Fund-raising Investment Projects
2 2nd February 27, 2025 1. Proposal on Providing Financial extraordinary Assistance to Investee Companies shareholders’ meeting in 2025
3 3rd March 24, 2025 1. Proposal on the Application by the Extraordinary Company and its Subsidiaries for Shareholders’ Comprehensive Credit Facilities Meeting in from Banks and Others and on 2025 Guarantees 2. Proposal on the Company’s Hedging Plan for 2025
Proposal on Adjusting the Total Investment Amount and Implementation Contents of Certain Fund-raising Investment Projects
Proposal on the Company’s Conduct of Futures and Derivatives Transactions
Proposal on Amending the Company’s ‘Articles of Association’
Proposal on Amending the ‘Procedural Rules for Shareholders’ Meetings’
Proposal on Amending the ‘Procedural Rules for Board Meetings’
Proposal on Amending the ‘Procedural Rules for Supervisory Committee Meetings’

– 29 –

APPENDIX IA 2025 WORK REPORT OF THE BOARD OF DIRECTORS

Date of No. Meeting session convening

4 4th extraordinary April 17, 2025 shareholders’ meeting in 2025

Name of proposal

Proposal on the Company’s Issuance of H Shares and Listing on The Stock Exchange of Hong Kong Limited
Proposal on the Company’s Plan for the Issuance of H Shares and Listing on The Stock Exchange of Hong Kong Limited
Proposal on the Company’s Conversion into an Overseas-Offering Joint-Stock Company
Proposal on the Validity Period of the Resolution on the Company’s Issuance of Overseas-Listed H Shares and Listing
Proposal on Requesting the Shareholders’ Meeting to Authorize the Board of Directors and its Authorized Persons to Handle Matters Relating to the Company’s Issuance of H Shares and Listing
Proposal on the Company’s Report on the Use of Previous Proceeds
Proposal on the Company’s Plan for the Use of Proceeds from the Overseas Public Issuance of H Shares
Proposal on the Company’s Plan for the Distribution of Retained Profits Before the Issuance of H Shares
Proposal on Amending the ‘Company’s Articles of Association (Draft)’ and Related Procedural Rules (Draft) to Take Effect After the H Share Issuance and Listing

– 30 –

APPENDIX IA

2025 WORK REPORT OF THE BOARD OF DIRECTORS

Date of No. Meeting session convening

Name of proposal

Proposal on the Company’s Engagement of an Auditor for the H Share Issuance and Listing
Proposal on Electing Additional Independent Directors to the Second Session of the Board of Directors
Proposal on Taking Out Directors’, Supervisors’, Officers’ and Prospectus Liability Insurance
5 Annual May 6, 2025 shareholders’ meeting for 2024
Proposal on the Board of Directors’ Work Report for 2024
Proposal on the Company’s Annual Report and Its Summary for 2024
Proposal on the Supervisory Committee’ Work Report for 2024
Proposal on the Special Report on the Deposit and Use of Proceeds for 2024
Proposal on the Company’s Financial Final Accounts Report for 2024
Proposal on the Company’s Profit Distribution Plan for 2024
Proposal on Confirming the Remuneration of the Company’s Directors for 2024 and Formulating the Remuneration Plan for 2025
Proposal on Confirming the Remuneration of the Company’s Supervisors for 2024 and Formulating the Remuneration Plan for 2025

– 31 –

APPENDIX IA

2025 WORK REPORT OF THE BOARD OF DIRECTORS

Date of No. Meeting session convening

Name of proposal

Proposal on Repurchasing and Canceling Part of the Restricted Shares under the 2022 Restricted Stock Incentive Plan
Proposal on Increasing the Plan for Daily Related Party Transactions in 2025
Proposal on Changing the Company’s Registered Capital, Amending the Company’s Articles of Association and Completing the Change of Industrial and Commercial Registration
6 5th extraordinary June 5, 2025 shareholders’ meeting in 2025
7 6th extraordinary September 10, shareholders’ 2025 meeting in 2025
Proposal on Providing Financial Assistance to Investee Companies
Proposal on Amending the Company’s Articles of Association and Completing the Change of Industrial and Commercial Registration
Proposal on Formulating and Amending the Company’s Internal Policies (To be voted on item by item)
Proposal on the Company’s Interim Dividend Plan for 2025
8 7th extraordinary October 15, 2025 shareholders’ meeting in 2025
Proposal on the Resignation of an Independent Director Due to Expiry of Term and the Election of a Replacement Independent Director
Proposal on the Re-appointment of the Auditor for 2025
Proposal on Providing Financial Assistance to Investee Companies

– 32 –

APPENDIX IA

2025 WORK REPORT OF THE BOARD OF DIRECTORS

(iii) Performance of duties by special committees of the Board

To actively promote the work of special committees of the Board and strengthen their professional functions, the Board has established a Nomination, Remuneration and Appraisal Committee, an Audit Committee, and a Strategy and ESG Committee.

Nomination, Remuneration and Appraisal Committee: In 2025, a total of 5 meetings of the Nomination, Remuneration and Appraisal Committee were organized and convened, deliberating and adopting relevant proposals including the Proposal on the Appointment of the Secretary to the Board of Directors, the Proposal on Electing Additional Independent Directors to the Second Session of the Board of Directors, the Proposal on Determining the Roles of the Company’s Directors, the Proposal on Adjusting Special Committees of the Board of Directors and Determining Their Relevant Members, the Proposal on Confirming the Remuneration of the Company’s Directors for 2024 and Formulating the Remuneration Plan for 2025, and the Proposal on Repurchasing and Canceling Part of the Restricted Shares. All members of the Nomination, Remuneration and Appraisal Committee consistently adhered to the principles of openness, fairness and impartiality, made reasonable suggestions based on the Company’s operating conditions and industry development trends, and actively fulfilled their duties.
Audit Committee: In 2025, a total of 9 meetings of the Audit Committee were organized and convened, deliberating and adopting relevant proposals including the Proposal on the Application by the Company and its Subsidiaries for Comprehensive Credit Facilities from Banks and Others and on Guarantees, the Proposal on the Company’s Plan for Daily Related Party Transactions in 2025, the Proposal on the Company’s Engagement of an Auditor for the H Share Issuance and Listing, the Proposal on the Company’s Annual Report and Its Summary for 2024, the Proposal on the Company’s Internal Control Self-Assessment Report for 2024, and the Proposal on the Company’s Fund Occupancy by the Controlling Shareholder and Other Related Parties for 2024. Members of the Audit Committee regularly reviewed the Company’s financial statements and operating data, focusing on the reasonableness of significant accounting policies and estimates and the compliance of important financial matters; urged the accounting firm to submit audit reports in a timely manner based on diligent auditing; continuously monitored the soundness and effectiveness of the Company’s internal control systems; and actively promoted the improvement and implementation of the Company’s internal control mechanisms.

– 33 –

APPENDIX IA

2025 WORK REPORT OF THE BOARD OF DIRECTORS

Strategy and ESG Committee: In 2025, a total of 1 meeting of the Strategy and ESG Committee was organized and convened, deliberating and adopting relevant proposals including the Proposal on the Company’s Issuance of H Shares and Listing on The Stock Exchange of Hong Kong Limited, the Proposal on the Company’s Plan for the Issuance of H Shares and Listing on The Stock Exchange of Hong Kong Limited, the Proposal on the Company’s Conversion into an Overseas-Offering Joint-Stock Company, and the Proposal on the Company’s Plan for the Use of Proceeds from the Overseas Public Issuance of H Shares. The Strategy and ESG Committee put forward constructive opinions and made suggestions on the Company’s development strategy, capital operations and financing plans.

(iv) Performance of duties by directors

In 2025, the Company’s directors strictly complied with the Company Law, the Corporate Governance Guidelines for Listed Companies and other laws and regulations as well as the Company’s Articles of Association, performed their duties diligently, attended board meetings on time, fully deliberated and carefully voted on matters as put to vote at board meetings, made suggestions and advice on the Company’s development strategy and operational management matters, played their due roles in major decision-making processes, and ensured the efficient and standardized operation of the Board.

(v) Performance of duties by independent directors

In 2025, the Company’s independent directors strictly complied with the Company Law, the Measures for the Administration of Independent Directors of Listed Companies and other laws and regulations as well as the Company’s Articles of Association, performed their duties diligently and conscientiously, actively attended board meetings, special committee meetings and shareholders’ meetings, carefully reviewed various proposals, promoted scientific decision-making by the Board, fully utilized their independent role as independent directors, and safeguarded the legitimate rights and interests of the Company and all shareholders, especially minority shareholders.

(vi) Information disclosure

During the Reporting Period, the Board strictly complied with the Company Law, the Securities Law and other laws, regulations, departmental rules and normative documents as well as the Company’s Articles of Association, adhered to information disclosure-related laws, regulations and regulatory requirements, and performed its information disclosure obligations. The Company’s information disclosure consistently adhered to the principles of truthfulness, accuracy, completeness, timeliness and fairness, objectively reflecting the Company’s operating conditions and major matters, and containing no false records, misleading statements or material omissions. During the Reporting Period, the Company once again received the highest rating “A” in the Shenzhen Stock Exchange’s information disclosure assessment, marking the fourth consecutive year that it has been rated “A” in the annual information disclosure assessment of listed companies by the Shenzhen Stock Exchange.

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APPENDIX IA

2025 WORK REPORT OF THE BOARD OF DIRECTORS

(vii) Investor relations management

During the Reporting Period, the Company continuously strengthened its investor relations management and maintained good interactive communication with investors. In addition, the Company maintained good day-to-day communication with investors through multiple channels such as email, hotline, the Shenzhen Stock Exchange’s Easy Interaction platform, results briefings and conference calls, and centered on full exchanges on matters of concern to investors, such as the Company’s operations and future development strategies, effectively maintaining long-term and stable good relationships between the Company and its investors, and genuinely safeguarding the rights and interests of all investors, especially minority shareholders.

III. BOARD OF DIRECTORS’ WORK PLAN FOR 2026

Strengthening strategic guidance and promoting efficient achievement of operating objectives

The Board will align with industry trends and the Company’s medium-to-long-term development strategy, comprehensively deploy annual work priorities, strengthen the supervision of the management’s strategy implementation, accelerate the advancement of strategy implementation and transformation, inject core impetus into the Company’s strategic advancement, and promote the efficient achievement of various operating objectives for 2026.

Strengthening Board development and deepening the level of standardized governance

The Board will further improve the Company’s relevant rules and regulations, optimize the Company’s governance structure, enhance the level of standardized operations, strengthen the internal control system, adhere to legal operations, optimize internal control processes, continuously improve risk prevention mechanism, and safeguard the Company’s healthy, stable and sustainable development.

Placing high importance on information disclosure compliance and effectively managing investor relations

The Board will strictly follow relevant regulations in information disclosure, promptly prepare and disclose the Company’s periodic reports and interim reports, ensure the truthfulness, accuracy and completeness of disclosed contents, and continuously enhance the transparency and timeliness of the Company’s information disclosure. In addition, it will strengthen communication between the Company and its investors, deepen investors’ understanding and recognition of the Company, and promote long-term and stable interactive relationships between the Company and its investors.

CNGR Advanced Material Co., Ltd. Board of Directors March 2026

– 35 –

APPENDIX IB THE REPORT OF THE INDEPENDENT DIRECTORS FOR 2025

CNGR Advanced Material Co., Ltd. The Report of the Independent Director for 2025 (Reporter: Cao Feng)

As an independent director of CNGR Advanced Material Co., Ltd. (the “ Company ”), I have performed my duties as an independent director in accordance with the provisions and requirements of the Company Law, the Securities Law and other laws and regulations, departmental rules and regulatory documents, as well as the Articles of Association and the Work Rules for Independent Directors of the Company, and have exercised the rights and obligations conferred by the Company with prudence, conscientiousness and diligence. As an independent director with an accounting background, I have actively paid attention to matters including the Company’s internal control, changes in its financial position, profit composition and its influencing factors, kept abreast of the Company’s production and operation in a timely manner, maintained an overall focus on the Company’s development, attended relevant meetings convened by the Company on schedule, carefully reviewed various resolutions of the board of directors, gave full play to the independence and professional expertise of an independent director, and effectively safeguarded the interests of the Company and its shareholders, especially minority shareholders. I now report on my performance of duties for the year 2025 as follows:

I. BASIC INFORMATION OF THE INDEPENDENT DIRECTOR

I, Cao Feng, male, born in July 1986, Chinese nationality with no right of permanent residency abroad, hold a Doctor of Philosophy degree in Financial Management from Renmin University of China and completed postdoctoral research in Management Science and Engineering at Hunan University. Since June 2015, I have successively served as Assistant Professor, Associate Professor and Professor in the Accounting Department of Hunan University. Since February 2023, I have been serving as an independent director of China Railway Construction Heavy Industry Group Co., Ltd. Since October 2025, I have been serving as an independent director of the Company.

In 2025, my qualification for office complies with the independence requirements set out in Article 6 of the Administrative Measures for Independent Directors of Listed Companies, and there are no circumstances that affect my independence.

II. OVERVIEW OF PERFORMANCE OF DUTIES IN 2025

(I) Attendance at Board of Directors and Shareholders’ Meetings

I have served as an independent director of the Company since October 15, 2025. I am of the view that during my tenure in 2025, the convening and holding procedures of the Board of Directors complied with statutory requirements, the Company performed legally valid decision-making procedures for major operational matters, and independent directors put forward professional and independent opinions and suggestions. I voted in favor of all proposals considered at each Board meeting during my tenure in 2025 and did not raise any objections to the Board resolutions or other matters of the Company. During

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APPENDIX IB THE REPORT OF THE INDEPENDENT DIRECTORS FOR 2025

my tenure in 2025 (from October 15, 2025 to December 31, 2025), the Company convened a total of 2 Board of Directors meetings, and my attendance is as follows:

						Whether
						failed to
	Number of Board Meetings Convened during the Tenure					attend two
		Attendance				consecutive
	Attendance	by on-site	Attendance by	Attendance		meetings in
Name	required	meeting	telecommunication	by Proxy	Absence	person
Cao Feng	2	0	2	0	0	No
Number of Shareholders’ Meetings Attended						0

Issuance of Prior approval and independent opinion:

					Opinion
Date		Meeting	Prior Approval and Independent Opinion		Type
October	29,	The 39th	(1) Independent opinions on the <2025 Third Quarterly		Agree
2025		meeting of		Report>
		the Second
		Board of
		Directors

(II) Performance of the Special Committees of the Board

In order to actively promote the work of the Board’s special committees and strengthen their professional functions, the Company has established the Nomination Committee, the Remuneration and Appraisal Committee, the Audit Committee, and the Strategy and ESG Committee under the Board. I serve as the Chairman of the Audit Committee and a member of the Nomination, Remuneration and Appraisal Committee.

During my term of office in 2025, I performed the following duties:

Work of the Audit Committee. As the Chairman of the Audit Committee, I convened and chaired one Audit Committee meeting, at which I reviewed the proposal regarding the <2025 Third Quarter Financial Report>.

Work of the Nomination, Remuneration and Appraisal Committee. During my term of office in 2025, the Company did not convene any meeting of the Nomination, Remuneration and Appraisal Committee.

(III) Communication with Internal Auditors and Accounting Firms

During my term of office in 2025, I actively communicated with the Company’s internal audit department and the accounting firm, and conscientiously performed my relevant duties. I proactively listened to the work reports of the Company’s Audit Department, kept abreast of the progress of key work items of the Audit Department, and

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APPENDIX IB THE REPORT OF THE INDEPENDENT DIRECTORS FOR 2025

promoted the enhancement of professional knowledge and audit skills training for the Company’s internal audit personnel, thereby effectively improving the Company’s risk management level and further strengthening the development of the Company’s internal control system. I also conducted effective discussions and exchanges with the accounting firm, kept timely track of the preparation of the financial reports, and ensured that the audit results were objective and impartial.

(IV) On-Site Work and the Company’s Cooperation with the Independent Director at Work

During my term of office in 2025, I attended meetings including Board meetings by means of telecommunication, and conducted in-depth communication with the Company’s management through face-to-face meetings and telephone conversations to fully understand the Company’s operating conditions and development plans. I paid close attention to the implementation of Board resolutions, the performance of information disclosure, the establishment and implementation of the internal control system, and the progress of material matters, and put forward constructive opinions and suggestions for the standardised operation and business development of the Company, so as to enhance the scientificity of the Board’s decision-making. For the year 2025, my cumulative on-site working hours were 2 days.

III. WORK ON PROTECTING THE INVESTORS’ LEGITIMATE RIGHTS AND INTERESTS

(I) Diligently Fulfilling Duties as an Independent Director

In respect of all material matters considered and decided by the Board of Directors of the Company, I required the Company to provide relevant information in advance for my careful review, and put forward reference opinions based on my professional knowledge, making the Board’s decisions more practical and feasible. I was able to exercise voting rights independently, objectively and prudently on the matters under consideration, thereby promoting the scientificity and objectivity of the Board’s decision-making and effectively safeguarding the legitimate rights and interests of the Company and its shareholders.

(II) Deepening Studies to Enhance Awareness of Protecting the Rights of Public Shareholders

I have intensively studied the latest laws, regulations and various rules issued by the China Securities Regulatory Commission and the Shenzhen Stock Exchange, continuously deepened my understanding and knowledge of relevant laws and regulations, and improved my ability to perform duties. I have formed a mindset of consciously protecting the rights and interests of public shareholders, so as to provide better opinions and suggestions for the Company’s scientific decision-making and risk prevention, and further play my due role in promoting the steady development of the Company.

– 38 –

APPENDIX IB THE REPORT OF THE INDEPENDENT DIRECTORS FOR 2025

IV. KEY CONCERNS IN THE DUTY PERFORMANCE OF INDEPENDENT DIRECTORS DURING THE YEAR

As an independent director, I supervised the potential material conflicts of interest between the listed company and its controlling shareholders, directors and senior management as set out in Articles 23, 26, 27 and 28 of the Administrative Measures for Independent Directors of Listed Companies, so as to ensure that the Board’s decisions are in the overall interests of the Company and protect the legitimate rights and interests of minority shareholders. No circumstances were found to be in violation of laws, administrative regulations, provisions of the China Securities Regulatory Commission, business rules of the Shenzhen Stock Exchange or the articles of association of the Company, or in violation of the resolutions of the shareholders’ general meeting or the Board of Directors; all matters involving disclosure have been disclosed by the Company in a timely manner. There were no instances of independently engaging intermediaries to audit, consult or verify specific matters of the listed company, proposing to the Board to convene an extraordinary general meeting, proposing to convene a meeting of the Board, or publicly soliciting shareholders’ rights from shareholders in accordance with the law.

(I) Related Party Transactions to be Disclosed

During my term of office in 2025, the Company had no connected transactions required to be disclosed.

(II) Plans of the Company and Related Parties to Change or Waive Commitments

During my term of office in 2025, there were no changes to or waivers of commitments by the Company and relevant parties.

(III) Decisions Made, and Measures Taken by The Board of the Acquired Listed Companies Regarding the Acquisition

During my term of office in 2025, the Company was not subject to any takeover.

(IV) Disclosure of Financial Information in Financial Accounting Reports and Periodic Reports, as well as Internal Control Evaluation Reports

During my term of office in 2025, the Company strictly complied with the requirements of the Securities Law, the Rules Governing the Listing of Stocks on the ChiNext Market of the Shenzhen Stock Exchange, the Self-Regulatory Guidelines for Listed Companies of the Shenzhen Stock Exchange No. 2 – Standardised Operation of ChiNext Listed Companies, and other laws, regulations, regulatory documents as well as the Articles of Association of the Company, and prepared and disclosed the Third Quarterly Report 2025 in a timely manner. The report truly, accurately and completely reflected the actual situation of the Company and contained no false records, misleading statements or material omissions. The report was reviewed and adopted by the Board of Directors of the Company, all directors and senior management of the Company signed

– 39 –

APPENDIX IB THE REPORT OF THE INDEPENDENT DIRECTORS FOR 2025

written confirmation opinions in respect of the periodic report of the Company, and the review and voting procedures of the report were lawful and compliant.

Furthermore, I am of the view that all material matters considered by the Company during my term of office complied with the provisions of relevant laws and regulations, the deliberation and voting procedures of the Company were lawful and compliant, and there were no circumstances impairing the interests of the Company and its shareholders, especially minority shareholders.

(V) Engagement of an Accounting Firms

The Company convened the 37th meeting of the Second Board of Directors on 22 September 2025 and the 7th Extraordinary General Meeting of 2025 on 15 October 2025, which considered and approved the Proposal on the Re-appointment of the Audit Institution for 2025, proposing to re-appoint Ernst & Young Hua Ming LLP (Special General Partnership) as the Company’s financial auditor and internal control auditor for 2025.

(VI) Appointment of the Person in Charge of the Financial Affairs of the Listed Company

During my term of office in 2025, there was no change in the financial officer of the Company.

(VII) Correction of Accounting Policies, Accounting Estimates or Significant Accounting Errors due to Reasons Other Than Changes in Accounting Standards

During my term of office in 2025, the Company did not make any changes in accounting policies, changes in accounting estimates or corrections of material accounting errors for reasons other than changes in accounting standards, nor any change in the financial officer.

(VIII) Nomination or Appointment or Removal of Directors, Appointment of Senior Management Officers

During my term of office in 2025, there were no nominations, appointments or removals of directors, or appointments of senior management of the Company.

(IX) Directors’ and Senior Management’s Emoluments

During my term of office in 2025, the Company did not adjust the remuneration plans for directors and senior management. The Proposal on Confirming the 2024 Remuneration and Drafting the 2025 Remuneration Plan for Directors and the Proposal on Confirming the 2024 Remuneration and Drafting the 2025 Remuneration Plan for Senior Management were reviewed by the Nomination, Remuneration and Appraisal Committee of the Company, and then considered and approved at the 30th meeting of the Second Board of Directors of the Company and the 2024 Annual General Meeting.

– 40 –

APPENDIX IB THE REPORT OF THE INDEPENDENT DIRECTORS FOR 2025

The remuneration of the Company’s directors and senior management complies with the management provisions of the Company’s performance appraisal and remuneration system, and is paid strictly in accordance with appraisal results. The remuneration plans are scientific and reasonable, consistent with industry remuneration levels and the Company’s actual conditions, and there are no circumstances impairing the interests of the Company and its shareholders, especially minority shareholders.

(X) Share Incentive Plans

During my term of office in 2025, the Company did not consider any proposals on share incentive plans or employee stock ownership plans.

V. OVERALL EVALUATION AND SUGGESTIONS

In 2025, as an independent director of the Company, I served for a relatively short period. During my term of office, I strictly performed my duties of loyalty and diligence in accordance with the Company Law, the Corporate Governance Code for Listed Companies, the Administrative Measures for Independent Directors of Listed Companies and other relevant laws and regulations, as well as the Articles of Association. I reviewed various proposals of the Company, took an active part in the Company’s decision-making, conducted sufficient communication on relevant issues, and promoted the development and standardized operation of the Company. On this basis, I exercised my voting rights independently, objectively and prudently based on my own professional knowledge, effectively safeguarding the legitimate rights and interests of the Company and the majority of investors.

For 2026, I will continue to strengthen my study, strictly comply with the provisions and requirements for independent directors under relevant laws and regulations, and actively participate in the decision-making of material matters of the Company with a conscientious, diligent and responsible attitude. I will leverage my professional expertise to put forward more rational suggestions for the development of the Company and provide valuable reference opinions for the scientific decision-making of the Board. In accordance with the requirements of relevant laws, regulations and regulatory documents as well as the provisions of the Articles of Association and other systems of the Company, I will give full play to the role of an independent director, safeguard the overall interests of the Company and the legitimate rights and interests of all shareholders, and ensure the objective, fair and standardized operation of the Board of Directors of the Company.

CNGR Advanced Material Co., Ltd. Independent Director: Cao Feng March 30, 2026

– 41 –

APPENDIX IB

THE REPORT OF THE INDEPENDENT DIRECTORS FOR 2025

CNGR Advanced Material Co., Ltd. The Report of the Independent Director for 2025 (Reporter: Hong Yuan)

As an independent director of CNGR Advanced Material Co., Ltd. (the “ Company ”), in compliance with the Company Law, the Securities Law and other relevant laws, regulations, departmental rules, normative documents, as well as the provisions and requirements of the Articles of Association and the Working System for Independent Directors, during my work in 2025, I regularly reviewed the financial and operational conditions of the Company, diligently performed my duties, actively leveraged my independence and professional expertise as an Independent Director , safeguarded the overall interests of the Company and the lawful rights and interests of all shareholders, especially minority shareholders. I now report on my performance of duties for the year 2025 as follows:

I. BASIC INFORMATION OF THE INDEPENDENT DIRECTOR

I, Hong Yuan, male, born in November 1981, Chinese nationality with no right of permanent residency abroad, hold a Ph.D. in economics from Zhongnan University of Economics and Law and have completed post-doctoral research in Applied Economics at the Chinese Academy of Fiscal Sciences. From July 2008 to present, I have served as a professor and doctoral supervisor at the School of Economics and Trade, Hunan University. I concurrently serve as Vice President and Executive Director of Hunan Provincial Institute of Public Finance, Deputy Secretary-General of Hunan Provincial Association of Agricultural Finance, Executive Director of Hunan Provincial Association of Registered Tax Agents, Budget Supervision Expert of Hunan Provincial People’s Congress, and Director of Hunan Provincial Institute of Fiscal and Tax Law. From August 2017 to September 2023, I once served as an independent director of Yonker Environmental Protection Co., Ltd. From June 2024 to present, I serve as an independent director of Huatian Hotel Group Co., Ltd.; and from October 2025 to present, I serve as an independent director of the Company.

In 2025, my tenure as an independent director complies with the independence requirements specified in Article 6 of the Administrative Measures for Independent Directors of Listed Companies, and there are no circumstances that affect my independence.

II. OVERVIEW OF PERFORMANCE OF DUTIES IN 2025

(I) Attendance at Board of Directors and Shareholders’ Meetings

I have served as an independent director of the Company since October 15, 2025. I believe that during my tenure in 2025, the convening and holding procedures of the Company’s Board of Directors complied with statutory requirements, the Company performed legally valid decision-making procedures for major operational matters, and independent directors put forward professional and independent opinions and suggestions. I voted in favor of all proposals considered at each Board of Directors meeting during my tenure in 2025, and did not raise any objections to the Board proposals

– 42 –

APPENDIX IB THE REPORT OF THE INDEPENDENT DIRECTORS FOR 2025

or other matters of the Company. During my tenure in 2025 (from October 15, 2025 to December 31, 2025), the Company convened a total of 2 Board of Directors meetings, and my attendance is as follows:

						Whether
						failed to
	Number of Board Meetings Convened during the Tenure					attend two
		Attendance				consecutive
	Attendance	by on-site	Attendance by	Attendance		meetings in
Name	required	meeting	telecommunication	by Proxy	Absence	person
Hong Yuan	2	0	2	0	0	No
Number of Shareholders’ Meetings Attended						0

Issuance of Prior approval and independent opinion:

					Opinion
Date		Meeting	Prior Approval and Independent Opinion		Type
October	29,	The 39th	(1) Independent opinions on the <2025 Third Quarterly		Agree
2025		meeting of		Report>
		the Second
		Board of
		Directors

(II) Performance of the Special Committees of the Board

In order to actively promote the work of the Board’s special committees and strengthen their professional functions, the Company has established the Nomination Committee, the Remuneration and Appraisal Committee, the Audit Committee, and the Strategy and ESG Committee under the Board. I serve as the Chairman of the Nomination Committee and the Remuneration and Appraisal Committee, and as a member of the Audit Committee.

During my term of office in 2025, I performed the following duties:

Work of the Nomination Committee and the Remuneration and Appraisal Committee. During my term of office in 2025, no meeting of the Nomination, Remuneration and Appraisal Committee was convened by the Company.

Work of the Audit Committee. As a member of the Audit Committee, I attended 1 Audit Committee meeting and reviewed the Resolution on the <2025 Third Quarter Financial Report>.

(III) Communication with Internal Auditors and Accounting Firms

During my term of office in 2025, I maintained active communication with the Company’s internal audit department and external auditors and conscientiously performed the relevant duties. I actively listened to work reports from the Audit

– 43 –

APPENDIX IB THE REPORT OF THE INDEPENDENT DIRECTORS FOR 2025

Department of the Company, kept abreast of the progress of key work items of the Audit Department, promoted the enhancement of professional knowledge and audit skills training for the Company’s internal audit personnel, effectively improved the Company’s risk management level, and further deepened the development of the Company’s internal control system. I also conducted effective discussions and exchanges with the external auditors, kept abreast of the preparation of financial reports in a timely manner, and ensured that the audit results were objective and impartial.

(IV) On-Site Work And The Company’s Cooperation With The Independent Director At Work

During my term of office in 2025, I attended meetings including the Board meetings by means of communication, and conducted in-depth communication with the Company’s management through interviews and telephone conversations to fully understand the Company’s operating conditions and development plans. I paid close attention to the implementation of the Board resolutions, the performance of information disclosure, the establishment and implementation of the internal control system, and the progress of material matters, and put forward constructive opinions and suggestions for the standardized operation and business development of the Company, so as to enhance the scientificity of the Board’s decision-making. For the year 2025, my cumulative on-site working hours were 2 days.

III. WORK ON PROTECTING THE INVESTORS’ LEGITIMATE RIGHTS AND INTERESTS

(I) Diligently Fulfilling Duties as an Independent Director

In respect of all material matters considered and decided by the Company’s Board of Directors, I required the Company to provide relevant materials in advance for careful review, and put forward reference opinions based on my own professional knowledge, making the Board’s decisions more practical and feasible. I was able to exercise voting rights independently, objectively and prudently on the matters under consideration, promoting the scientificity and objectivity of the Board’s decision-making, and effectively safeguarding the legitimate rights and interests of the Company and its shareholders.

(II) Deepening Studies to Enhance Awareness of Protecting the Rights of Public Shareholders

– 44 –

APPENDIX IB THE REPORT OF THE INDEPENDENT DIRECTORS FOR 2025

IV. KEY CONCERNS IN THE DUTY PERFORMANCE OF INDEPENDENT DIRECTORS DURING THE YEAR

As an independent director, I supervised the potential material conflicts of interest between the listed company and its controlling shareholders, directors and senior management as set out in Articles 23, 26, 27 and 28 of the Measures for the Administration of Independent Directors of Listed Companies, so as to ensure that the Board’s decisions are in the overall interests of the Company and protect the legitimate rights and interests of minority shareholders. No situation was found in violation of laws, administrative regulations, provisions of the China Securities Regulatory Commission, business rules of the Shenzhen Stock Exchange and the articles of association of the Company, or in violation of the resolutions of the shareholders’ general meeting and the Board of Directors; all matters involving disclosure have been disclosed by the Company in a timely manner, and there were no instances of independently engaging intermediaries to audit, consult or verify specific matters of the listed company, proposing to the Board to convene an extraordinary general meeting, proposing to convene a meeting of the Board, or publicly soliciting shareholders’ rights from shareholders in accordance with the law.

(I) Related Party Transactions to be Disclosed

During my term of office in 2025, the Company had no connected transactions required to be disclosed.

(II) Plans of the Company and Related Parties to Change or Waive Commitments

During my term of office in 2025, there were no changes to or waivers of commitments by the Company and relevant parties.

(III) Decisions Made, and Measures Taken by the Board of the Acquired Listed Companies Regarding the Acquisition

During my term of office in 2025, the Company was not subject to any takeover situation.

(IV) Disclosure of Financial Information in Financial Accounting Reports and Periodic Reports, as well as Internal Control Evaluation Reports

During my term of office in 2025, the Company strictly complied with the requirements of the Securities Law, the Rules Governing the Listing of Stocks on the ChiNext Market of the Shenzhen Stock Exchange, the Self-Regulatory Guidelines for Listed Companies of the Shenzhen Stock Exchange No. 2 – Standardised Operations of ChiNext Listed Companies and other laws, regulations, regulatory documents as well as the Articles of Association of the Company, and prepared and disclosed the Third Quarterly Report 2025 in a timely manner. The report truly, accurately and completely reflected the actual situation of the Company and contained no false records, misleading statements or material omissions. The report was reviewed and adopted by the Board of Directors of the Company, all directors and senior management of the Company signed

– 45 –

APPENDIX IB THE REPORT OF THE INDEPENDENT DIRECTORS FOR 2025

written confirmation opinions in respect of the periodic report of the Company, and the review and voting procedures of the report were lawful and compliant.

(V) Engagement of an Accounting Firms

The Company convened the 37th meeting of the 2nd Board of Directors on 22 September 2025 and the 7th Extraordinary General Meeting of 2025 on 15 October 2025, which considered and approved the Proposal on the Re-appointment of the Audit Institution for 2025, proposing to re-appoint Ernst & Young Hua Ming LLP (Special General Partnership) as the Company’s financial auditor and internal control auditor for 2025.

(VI) Appointment of the Person in Charge of the Financial Affairs of the Listed Company

During my term of office in 2025, there was no change in the financial officer of the Company.

(VII) Correction of Accounting Policies, Accounting Estimates or Significant Accounting Errors due to Reasons Other Than Changes in Accounting Standards

(VIII) Nomination or Appointment or Removal of Directors, Appointment of Senior Management Officers

During my term of office in 2025, there were no nominations, appointments or removals of directors, or appointments of senior management of the Company

(IX) Directors’ and Senior Management’s Emoluments

During my term of office in 2025, the Company did not adjust the remuneration plans for directors and senior management. The Proposal on Confirming the 2024 Remuneration and Drafting the 2025 Remuneration Plan for Directors and the Proposal on Confirming the 2024 Remuneration and Drafting the 2025 Remuneration Plan for Senior Management were reviewed by the Nomination, Remuneration and Appraisal Committee of the Company, and then considered and approved at the 30th meeting of the 2nd Board of Directors of the Company and the 2024 annual general meeting.

– 46 –

APPENDIX IB THE REPORT OF THE INDEPENDENT DIRECTORS FOR 2025

(X) Share Incentive Plans

During my term of office in 2025, the Company did not consider any proposals on share incentive plans or employee stock ownership plan proposals.

V. OVERALL EVALUATION AND SUGGESTIONS

CNGR Advanced Material Co., Ltd. Independent Director: Hong Yuan March 30, 2026

– 47 –

APPENDIX IB THE REPORT OF THE INDEPENDENT DIRECTORS FOR 2025

CNGR Advanced Material Co., Ltd. The Report of the Independent Director for 2025 (Reporter: Jiang Liangxing)

As an independent director of CNGR Advanced Material Co., Ltd. ( the “ Company ”), pursuant to the Company Law 《公司法》( ), the Securities Law 《證券法》( ) and other laws and regulations, departmental rules, normative documents, as well as the Articles of Association 《公司章程》( ), the Working Systems for Independent Directors ( 《獨立董事工作制度》), and other provisions and requirements, during my work in 2025, I regularly kept abreast of the Company’s financial and operational situation, earnestly performed my duties, actively exercised the independence and professional expertise expected of an independent director, safeguarded the overall interests of the Company, and protected the legitimate rights and interests of all shareholders, especially minority shareholders. I hereby present the following report on my performance of duties for the year 2025:

I. BASIC INFORMATION OF THE INDEPENDENT DIRECTOR

I, Jiang Liangxing, male, born in September 1982, a Chinese national with no permanent residency abroad, holds a Ph.D. from the School of Metallurgy and Environment, Central South University. I has served as a director of Shenzhen Boyue New Material Technology Co., Ltd. (深圳博粵新材料科技有限公司) since May 2022; an executive partner of Changsha Luxiang Technology Partnership (L.P.) (長沙麓翔科技合夥企業（有限合夥）) since November 2023; I has served as a director of the Institute of Light Metals and Industrial Metrology, School of Metallurgy and Environment, Central South University, since October 2019; I has successively held the positions of lecturer, associate professor and professor at Central South University since July 2012; I has served as a director of Jiangsu GCL Recycling Technology Co., Ltd (江蘇協鑫循環科技有限公司) since January 2024; I has served as an independent non-executive Director of the Company since January 2024.

In 2025, my appointment complied with the independence requirements set forth in Article 6 of the Measures for the Administration of Independent Directors of Listed Companies 《上市公司獨立董事管理辦法》( ), and there were no circumstances affecting my independence.

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APPENDIX IB THE REPORT OF THE INDEPENDENT DIRECTORS FOR 2025

II. OVERVIEW OF PERFORMANCE OF DUTIES IN 2025

(I) Attendance at Board of Directors or General Meeting

In 2025, the convening of the Company’s Board of Directors and general meetings complied with the relevant provisions of the Company Law and the Articles of Association. The Company’ financial assistance, issuance of H shares, annual daily related party transactions, and other material matters all followed the relevant procedures, which were legal and effective. My attendance at Board of Directors and general meetings in 2025 is as follows:

Number of Board meetings convened during the Reporting Period

			Number of			Whether
			meetings			failed to
	Number of	Number of	attended by	Number of		attend two
	meetings	meetings	means of	meetings	Number of	consecutive
	required to	attended in	communication	attended by	meetings	meetings in
Name	attend:	person	voting	proxy	absent	person
Jiang Liangxing	15	2	13	0	0	No
Number of general	meetings attended					4

Issuance of prior approval opinions and independent opinions:

			Type of
Date	Meeting	Prior approval opinions and independent opinions	opinion
January 20,	Twenty-sixth	(1) Prior Approval Opinion on the Appointment of the	Agree
2025	meeting of	Board Secretary
	the second
	session of
	the Board
February 10,	Twenty-seventh	(1) Independent Opinion on Providing Financial	Agree
2025	meeting of	Assistance to an Investee Company
	the second
	session of
	the Board
March 6, 2025	Twenty-eighth	(1) Independent Opinions on the Application by the	Agree
	meeting of	Company and its Subsidiaries for Comprehensive
	the second	Credit Facilities and Guarantees from Banks and
	session of	Others
	the Board

– 49 –

APPENDIX IB

THE REPORT OF THE INDEPENDENT DIRECTORS FOR 2025

Date

Meeting

Prior approval opinions and independent opinions

Type of opinion

  - (2) Independent Opinion on the Company’s Hedging Plan in 2025

  - (3) Independent Opinion on the Company’s Conduct of Futures and Derivatives Trading

  - (4) Independent Opinion on the Company’s Daily Related Party Transactions Plan in 2025

April 1, 2025 Twenty-ninth (1) Independent Opinion on the Company’s Issuance of H Agree meeting of Shares and Listing on the Stock Exchange of Hong the second Kong Limited session of
the Board (2) Independent Opinion on the Company’s Plan for the Issuance of H Shares and Listing on the Stock Exchange of Hong Kong Limited
- (3) Independent Opinion on the Company’s Conversion into an Overseas Funded Stock Company Limited by Shares
- (4) Independent Opinion on the Company’s Plan for the Use of Proceeds from the Overseas Public Issuance of H Shares
- (5) Independent Opinion on the Company’s Distribution Plan of Accumulated Profits Before the Issuance of H Shares
- (6) Independent Opinion on the Company’s Appointment of the Auditor Institution for the H Share Issuance and Listing
- (7) Independent Opinion on the Company’s Election of Additional Independent Directors to the Second Session of the Board
- (8) Prior Approval Opinion on Company’s Determining the Roles of Directors
- (9) Prior Approval Opinion on Adjusting the Special Committees of the Board of the Company and Determining Relevant Members

– 50 –

APPENDIX IB THE REPORT OF THE INDEPENDENT DIRECTORS FOR 2025

Date

Meeting

Prior approval opinions and independent opinions

Type of opinion

(10) Independent opinion on Taking out Insurance the Liability of Directors, Supervisors, Senior Management and the Prospectus

April 10, 2025

(1) Prior approval Opinion on the Company’s 2024 Agree meeting of Annual Report and Its Summary the second

Thirtieth

(2) Independent Opinion on the Company’s Special Report on the Depository and Use of Proceeds in 2024

session of

the Board

(3) Independent Opinion on the Company’s Internal Control Self-assessment Report in 2024
(4) Independent Opinion on the Company’s Use of Funds by the Controlling Shareholder and Other Related Parties in 2024
(5) Prior Approval Opinion on the Company’s Financial Accounts Report in 2024
(6) Independent Opinion on the Company’s Profit Distribution Proposal in 2024
(7) Independent Opinion on Confirming of the Remuneration of Company’s Directors in 2024 and Formulating the Remuneration Scheme in 2025
(8) Independent Opinion on Confirming of the Remuneration of Company’s Senior Managements in 2024 and Formulating the Remuneration Scheme in 2025
(9) Independent Opinion on the Special Explanation on the Company’s Securities Investment and Derivatives Transactions in 2024
(10) Independent Opinion on the Changes of the Company’s Accounting Policies
(11) Prior Approval Opinion on the Repurchase and Cancellation of Partial Restricted Shares under the 2022 Restricted Share Incentive Scheme

– 51 –

APPENDIX IB THE REPORT OF THE INDEPENDENT DIRECTORS FOR 2025

			Type of
Date	Meeting	Prior approval opinions and independent opinions	opinion
		(12) Prior Approval Opinion on the Use of Idle Self-owned
		Funds for Cash Management.
		(13) Independent Opinion on Increasing to the 2025 Daily
		Related Party Transactions Plan in 2025
April 25, 2025	Thirty-first	(1) Prior Approval Opinion on the <First Quarterly	Agree
	meeting of	Report in 2025>
	the second
	session of
	the Board
May 20, 2025	Thirty-second	(1) Prior Approval Opinion on the Change of Internal	Agree
	meeting of	Audit Lead
	the second
	session of	(2) Independent Opinion on Providing Financial
	the Board	Assistance to an Investee Company
June 12, 2025	Thirty-third	(1) Prior Approval Opinion on Adjusting the Initial and	Agree
	meeting of	Reserved Grant Prices under the 2023 Restricted Share
	the second	Incentive Scheme
	session of
	the Board	(2) Prior Approval Opinion on the Achievement of the
		Vesting Conditions for the Second Vesting Period of
		the First Grant and the First Vesting Period of the
		Reserved Grant under the 2023 Restricted Share
		Incentive Scheme
		(3) Prior Approval Opinion on the Cancellation of Partial
		Granted but Unvested Restricted Shares
July 9, 2025	Thirty-fourth	(1) Independent Opinion on Providing Financial	Agree
	meeting of	Assistance to an Investee Company
	the second
	session of
	the Board
August 15,	Thirty-fifth	(1) Prior Approval Opinion on the Company’s	Agree
2025	meeting of	Semi-annual Financial Report in 2025
	the second
	session of
	the Board

– 52 –

APPENDIX IB THE REPORT OF THE INDEPENDENT DIRECTORS FOR 2025

			Type of
Date	Meeting	Prior approval opinions and independent opinions	opinion
		(2) Independent Opinion on the Special Report on the
		Depository and Use of Proceeds of the Company in
		the First Half of 2025
August 25,	Thirty-sixth	(1) Independent Opinion on the Company’s Interim	Agree
2025	meeting of	Dividend Plan in 2025
	the second
	session of
	the Board
September 22,	Thirty-seventh	(1) Independent Opinion on Providing Financial	Agree
2025	meeting of	Assistance to an Investee Company
	the second
	session of	(2) Prior Approval Opinion on the Re-engagement of the
	the Board	Audit Institution in 2025
		(3) Prior Approval Opinion on the Resignation of
		Independent Directors upon Term Expiry and the
		Election of Replacement Independent Directors
		(4) Prior Approval Opinion on Adjusting the Members of
		the Special Committees of the Second Session of the
		Board
September 25,	Thirty-eighth	(1) Independent Opinion on Adjusting the Implementing	Agree
2025	meeting of	Entities of Partial the Company’s Daily Related Party
	the second	Transactions in 2025
	session of
	the Board
October 29,	Thirty-ninth	(1) Prior Approval Opinion on the <Third Quarterly	Agree
2025	meeting of	Report in 2025>
	the second
	session of
	the Board

– 53 –

APPENDIX IB

THE REPORT OF THE INDEPENDENT DIRECTORS FOR 2025

(II) Performance of Duties on Special Committees under the Board

To actively promote the work of the special committees under the Board and strengthen their professional functions, the Board of the Company has established the nomination, remuneration and appraisal committee, the audit committee, and the strategy and ESG committee. I serve as a member of the nomination, remuneration and appraisal committee, the audit committee, and the strategy and ESG committee.

In 2025, I primarily performed the following duties:

Work of the audit committee. As a member of the audit committee, I attended 9 meetings of the audit committee and reviewed the following proposals: Proposal on the Application by the Company and its Subsidiaries for Comprehensive Credit Facilities and Guarantees from Banks and Others, Proposal on the Company’s Hedging Plan in 2025, Proposal on the Company’s Daily Related Party Transactions Plan in 2025, Proposal on the Company’s Appointment of the Auditor Institution for the H Share Issuance and Listing, Proposal on the Company’s 2024 Annual Report and Its Summary, Proposal on the Company’s Special Report on the Depository and Use of Proceeds in 2024, Proposal on the Company’s Internal Control Self-assessment Report in 2024, Proposal on the Company’s Use of Funds by the Controlling Shareholder and Other Related Parties in 2024, among others.

Work of the nomination, remuneration and appraisal committee. As a member of the nomination, remuneration and appraisal committee, I attended 5 meetings of the nomination, remuneration and appraisal committee and reviewed the following proposals: Proposal on the Appointment of the Board Secretary, Proposal on the Company’s Election of Additional Independent Directors to the Second Session of the Board, Proposal on Company’s Determining the Roles of Directors, Proposal on Adjusting the Special Committees of the Board of the Company and Determining Relevant Members, Proposal on Confirming of the Remuneration of Company’s Directors in 2024 and Formulating the Remuneration Scheme in 2025, Proposal on t the Repurchase and Cancellation of Partial Restricted Shares, among others.

Work of the strategy and ESG committee. As a member of the strategy and ESG committee, I attended 1 meeting of the strategy and ESG committee and reviewed the following proposals: Proposal on the Company’s Issuance of H Shares and Listing on the Stock Exchange of Hong Kong Limited, Proposal on the Company’s Plan for the Issuance of H Shares and Listing on the Stock Exchange of Hong Kong Limited, Proposal on the Company’s Conversion into an Overseas Funded Stock Company Limited by Shares, Proposal on Company’s Plan for the Use of Proceeds from the Overseas Public Issuance of H Shares.

– 54 –

APPENDIX IB

THE REPORT OF THE INDEPENDENT DIRECTORS FOR 2025

(III) Communication with Internal Audit Institution and Accounting Firm

In 2025, I actively communicated with the Company’s internal audit institution and the accounting firm, earnestly performing relevant duties. I actively listened to work reports from the Company’s audit department, including the annual internal audit plan, the quarterly internal audit work reports, and the regular special inspection reports on the Company, etc., timely understood the progress of key audit matters, promoted the training of the Company’s internal audit personnel on professional knowledge and audit skills, effectively enhanced the Company’s risk management level and further deepened the construction of the Company’s internal control system. I actively conducted effective discussions and exchanges with the accounting firm to keep abreast of the preparation of financial reports and the progress of the annual audit work, and ensured the objectivity and fairness of the audit results.

(IV) On-site Work and the Company’s Cooperation in the Work of Independent Directors

In 2025, I took the opportunity of attending the Board, general meetings, and special committees to understand the Company’s hedging, credit guarantees, related party transactions, production and operation conditions and financial position, and on-site listened to the reports of the Company’s management on the operation position and standardized operation. In my daily work, I maintained close contact with other Directors, senior management and staff of relevant business departments of the Company through telephone inquiries and other channels, timely kept abreast of the various progress of major matters of the Company, and combined with the actual situation of the Company’s operation and management, focused on putting forward suggestions and opinions on the Company’s financial assistance, related party transactions, legal risk prevention and corporate governance. In 2025, my cumulative on-site working time was 15 days.

III. WORK DONE IN PROTECTING THE LEGITIMATE RIGHTS AND INTERESTS OF INVESTORS

(I) Earnestly Performing the Duties of an Independent Director

For the major matters considered and decided by the Board of the Company, I required the Company to provide relevant information in advance and conducted careful reviews, and put forward reference opinions based on my professional knowledge to make the Board’s decisions more practical and feasible. I was able to exercise my voting rights independently, objectively and prudently on the matters under consideration, promote the scientific and objective decision-making of the Board, and effectively safeguard the legitimate rights and interests of the Company and shareholders.

– 55 –

APPENDIX IB

THE REPORT OF THE INDEPENDENT DIRECTORS FOR 2025

(II) In-depth Learning to Improve the Ideological Awareness of Protecting the Rights and Interests of Public Shareholders

I in-depth studied the latest laws, regulations and various rules issued by the China Securities Regulatory Commission and the Shenzhen Stock Exchange, continuously deepened my understanding and cognition of relevant laws and regulations, improved my ability to perform my duties, formed the ideological awareness of consciously protecting the rights and interests of public shareholders, provided better opinions and suggestions for the Company’s scientific decision-making and risk prevention, and played a due role in further promoting the Company’s steady development.

IV. SITUATION OF KEY MATTERS FOCUSED ON BY INDEPENDENT DIRECTORS IN ANNUAL PERFORMANCE OF DUTIES

As an independent Director, I supervised potential material conflicts of interest between the listed company and its controlling shareholders, directors, and senior management listed in Articles 23, 26, 27 and 28 of the Measures for the Administration of Independent Directors of Listed Companies, prompted the Board to make decisions in line with the overall interests of the Company, and protect the legitimate rights and interests of minority shareholders. I did not identify any violations of laws, administrative regulations, provisions of the China Securities Regulatory Commission, business rules of the Shenzhen Stock Exchange and the Articles of Association, nor any violations of resolutions of the general Meeting and the Board were found; for matters involving disclosure, the Company has disclosed them in a timely manner. There have been no instances of independently engaging intermediaries to audit, consult or verify specific matters relating to the listed company, proposing to the Board to convene an extraordinary general meeting, proposing to convene a Board meeting, or publicly soliciting shareholder rights in accordance with the law.

(I) Situation of Related Party Transactions to be Disclosed

On March 6, 2025, the twenty-eighth meeting of the second session of the Board of the Company reviewed and approved the Proposal on the Company’s Daily Related Party Transactions Plan in 2025 and I hereby issue my prior approval and independent opinion in favour of the Proposal; on April 10, 2025, the thirtieth meeting of the second session of the Board of the Company reviewed and approved the Proposal on the Company’s Use of Funds by the Controlling Shareholder and Other Related Parties in 2024 and the Proposal on Increasing to the 2025 Daily Related Party Transactions Plan in 2025 and I hereby issue my prior approval and independent opinion in favour of the Proposal; on September 25, 2025, the thirty-eighth meeting of the second session of the Board of the Company reviewed and approved the Proposal on Adjusting the Implementing Entities of Partial the Company’s Daily Related Party Transactions in 2025, and I hereby issue an independent opinion in favour of this proposal. Except for the above matters, during my term of office, the Company did not have any other related party transactions that should be disclosed. The Company disclosed a total of 4 related party transaction proposals, all of which were reviewed and approved by all independent Directors after being submitted to the Board for consideration and publicly disclosed. By reviewing the pricing policies and

– 56 –

APPENDIX IB THE REPORT OF THE INDEPENDENT DIRECTORS FOR 2025

pricing basis of related party transactions, the purpose and impact of related party transactions, whether there are circumstances that damage the interests of the Company and shareholders, and whether there is significant impact on the Company’s normal business activities and financial position, I expressed written opinions on the fairness, compliance of related party transactions and implementation of internal approval procedures. I am of the view that the Company’s related party transactions are conducted in accordance with the principles of fairness, impartiality, voluntariness and good faith, complied with the provisions of relevant laws and regulations, the deliberation and voting procedures are lawful and compliant, the transaction pricing is fair and reasonable, and there are no circumstances that damage the interests of the Company and its shareholders, especially minority shareholders.

(II) Plans to Change or Waive Commitments by the Company and Related Parties

In 2025, the Company and related parties did not change or waive any commitments.

(III) Decisions and Measures Taken by the Board of Directors of the Acquired Listed Company in Response to an Acquisition

In 2025, the Company was not subject to any acquisition.

(IV) Disclosure of Financial Information in Financial Accounting Reports and Periodic Reports, and Internal Control Evaluation Reports

In 2025, the Company strictly complied with the requirements of the Securities Law, the Rules Governing Listing of Shares on the ChiNext Market of Shenzhen Stock Exchange (《深圳證券交易所創業板股票上市規則》), No. 2 Self – Regulatory Guidelines of Shenzhen Stock Exchange for Listed Companies – the Guidelines of the Shenzhen Stock Exchange for the Standardized Operation of Companies Listed on the ChiNext Board (《深圳證券交易所上市公司自律監管指引第2號–創業板上市公司規範運作》), and other laws, regulations, normative documents, as well as the Articles of Association, to prepare and disclose on time the 2024 Annual Report, the Company’s Internal Control Self-assessment Report in 2024, the First Quarterly Report in 2025, the Company’s Semi-annual Report in 2025, and the Third Quarterly Report in 2025. The contents of these reports truly, accurately and completely reflected the Company’s actual situation, with no false records, misleading statements or material omissions. The above reports were reviewed and approved by the Board of the Company, among which the 2024 Annual Report was also approved by the 2024 annual general meeting. The directors and senior management all signed written confirmation opinions on the Company’s periodic reports, and the deliberation and voting procedures for these reports were lawful and compliant.

Moreover, I am of the view that all major matters considered by the Company during my term of office complied with relevant laws and regulations, and the Company’s deliberation and voting procedures were lawful and compliant, and there are no circumstances that damage the interests of the Company and its shareholders, especially minority shareholders.

– 57 –

APPENDIX IB THE REPORT OF THE INDEPENDENT DIRECTORS FOR 2025

(V) Situation of Employing Accounting Firm

The Company held the thirty-seventh meeting of the second session of the Board on September 22, 2025, and the seventh extraordinary general meeting of the Company on October 15, 2025, which considered and adopted the Proposal on the Re-engagement of the Audit Institution in 2025, proposing to re-appoint Ernst & Young Hua Ming LLP as the Company’s 2025 financial audit and internal control audit institution. As a member of the audit committee, I carefully reviewed the relevant materials and expressed a clear opinion of agreement.

(VI) Appointment of the Company’s Chief Financial Officer

In 2025, there was no change in the Company’s Chief Financial Officer.

(VII) Changes in Accounting Policies, Accounting Estimates or Major Accounting Errors Corrections for Reasons Other Than Changes in Accounting Standards

In 2025, the Company did not make changes in accounting policies, accounting estimates or major accounting errors corrections for reasons other than changes in accounting standards, nor any changes in the chief financial officer.

(VIII) Situation of Nomination or Removal of Directors, and Appointment of Senior Management

On January 20, 2025, the twenty-sixth meeting of the second session of the Board of the Company considered and adopted the Proposal on the Appointment of the Board Secretary, agreeing to appoint Mr. Tang Huateng as the Board secretary of the Company, with effect from the date of Board approval until the expiry of the term of the second session of the Board.

On April 1, 2025, the twenty-ninth meeting of the second session of the Board of the Company considered and adopted the Proposal on the Company’s Election of Additional Independent Directors to the Second Session of the Board, agreeing to nominate Ms. Wong Sze Wing as a candidate for independent Director of the Company, with effect from the date of approval at the fourth extraordinary general meeting in 2025 and the Company’s Issuance of H Shares and Listing on the Stock Exchange of Hong Kong Limited until the expiry of the term of the second session of the Board.

On September 22, 2025, the thirty-seventh meeting of the second session of the Board considered and approved the Proposal on the Resignation of Independent Directors upon Term Expiry and the Election of Replacement Independent Directors and the Proposal on Adjusting the Members of the Special Committees of the Second Session of the Board, agreeing to nominate Mr. Cao Feng and Mr. Hong Yuan as candidates for independent directors, with effect from the date of approval at the seventh extraordinary general meeting in 2025 until the expiry of the term of the second session of the Board.

– 58 –

APPENDIX IB THE REPORT OF THE INDEPENDENT DIRECTORS FOR 2025

As a member of the nomination, remuneration and appraisal committee, I reviewed the qualifications of the above senior management and independent Director candidates. All relevant personnel met the eligibility criteria commensurate with the exercise of their duties, and their qualifications complied with the Company Law of the People’s Republic of China, the Rules Governing Listing of Shares on the ChiNext Market of Shenzhen Stock Exchange, and other relevant laws, regulations and normative documents, and there are no circumstances where they have been punished by the China Securities Regulatory Commission or the Shenzhen Stock Exchange. The relevant procedures of Company for appointing senior management and electing independent Directors complied with the Company Law and the Articles of Association, and the procedures were lawful and valid.

(IX) Remuneration of Directors and Senior Management Personnel

On April 10, 2025, the fifteenth meeting of the second session of the Board considered and approved the Proposal on Confirming of the Remuneration of Company’s Senior Managements in 2024 and Formulating the Remuneration Scheme in 2025. As a member of the nomination, remuneration and appraisal committee, I carefully reviewed the relevant materials and expressed a clear opinion of agreement. On May 6, 2025, the 2024 Annual General Meeting approved the Proposal on Confirming of the Remuneration of Company’s Senior Managements in 2024 and Formulating the Remuneration Scheme in 2025. In 2025, the remuneration of the Company’s Directors and senior management complied with the Company’s performance appraisal and compensation system, was strictly based on assessment results, and the remuneration plan was scientific and reasonable, in line with industry compensation levels and the Company’s actual circumstances, and there are no circumstances that damage the interests of the Company and its shareholders, especially minority shareholders.

(X) Situation of Shareholding Incentives

On April 10, 2025, the thirtieth meeting of the second session of the Board of the Company considered and approved the Proposal on the Repurchase and Cancellation of Partial Restricted Shares under the 2022 Restricted Share Incentive Scheme. On June 12, 2025, the thirty-third meeting of the second session of the Board of the Company considered and approved the Proposal on Adjusting the Initial and Reserved Grant Prices under the 2023 Restricted Share Incentive Scheme, the Proposal on the Achievement of the Vesting Conditions for the Second Vesting Period of the First Grant and the First Vesting Period of the Reserved Grant under the 2023 Restricted Share Incentive Scheme, and the Proposal on the Cancellation of Partial Granted but Unvested Restricted Shares. With respect to the above matters, as a member of the nomination, remuneration and appraisal committee, I carefully reviewed the relevant materials and expressed a clear opinion of agreement.

– 59 –

APPENDIX IB THE REPORT OF THE INDEPENDENT DIRECTORS FOR 2025

V. OVERALL EVALUATION AND SUGGESTIONS

In 2025, I strictly complied with the Company Law, the Guidelines for Corporate Governance of Listed Companies, the Measures for the Administration of Independent Directors of Listed Companies, and other relevant laws and regulations, as well as the Articles of Association. I performed my fiduciary and diligent duties, considered various proposals, actively participated in the Company’s decision-making, conducted full communication on relevant issues, and promoted the Company’s development and standardized operations. On this basis, with my own professional knowledge, I exercised my voting rights independently, objectively and prudently, and effectively safeguarded the legitimate rights and interests of the Company and the majority of investors.

In 2026, I will continue to strengthen my learning, strictly follow the requirements of relevant laws and regulations for independent Directors. With a conscientious, diligent and responsible attitude, I will actively participate in the decision-making on the Company’s major matters, utilise my professional expertise to offer further sound recommendations for the Company’s development, and provide valuable reference opinions for the Board’s scientific decision-making. In accordance with the requirements of relevant laws, regulations and normative documents, as well as the provisions of the Articles of Association and other relevant regulations, I will fully play my role as an independent Director, safeguard the overall interests of the Company and the legitimate rights and interests of all shareholders, and ensure the objective, fair and standardized operation of the Board.

CNGR Advanced Material Co., Ltd. Independent Director: Jiang Liangxing March 30, 2026

– 60 –

APPENDIX IB THE REPORT OF THE INDEPENDENT DIRECTORS FOR 2025

CNGR Advanced Material Co., Ltd. The Report of the Independent Director for 2025 (Reporting Director: Wong Sze Wing)

As an independent director of CNGR Advanced Material Co., Ltd. (hereinafter referred to as the “Company”), in accordance with the Company Law, the Securities Law and other relevant laws, regulations, departmental rules, normative documents, as well as the Articles of Association and the Working System for Independent Directors, I have performed my duties as an independent director with prudence, seriousness and diligence, exercising the rights and obligations granted by the Company. As an independent director with an accounting background, I actively paid attention to matters such as the Company’s internal control, changes in financial condition, profit composition and its influencing factors. I timely understood the Company’s production and operation situation, comprehensively followed the Company’s development status, attended relevant meetings convened by the Company on time, carefully reviewed all proposals of the Board of Directors, fully leveraged the independence and professionalism of an independent director, and effectively safeguarded the interests of the Company and its shareholders, especially the minority shareholders. I hereby report on the performance of my duties in 2025 as follows:

I. BASIC INFORMATION OF THE INDEPENDENT DIRECTOR

I, Wong Sze Wing, female, born in October 1978, hold a bachelor in business administration from the University of Hong Kong and a master in business administration from the China Europe International Business School. I am a fellow certified public accountant of the Hong Kong Institute of Certified Public Accountants. I previously served as an auditor and audit manager at PricewaterhouseCoopers (普華永道會計師事務所) and as chief financial officer of Orange Sky Entertainment Group (International) Holdings Limited (橙天娛樂國際集團有限公司). I have served as an independent non-executive director of Zhejiang Dahua Technology Co., Ltd. (浙江大華技術股份有限公司), Wangsu Science & Technology Co., Ltd. (網宿科技股份有限公司), and Ganfeng Lithium Group Co., Ltd. (江西贛鋒鋰業股份有限公司). I currently serve as the chief financial officer of Dynamic Gas Technology Limited (氣體動力科技有限公司) and as an independent non-executive director of Orange Sky Golden Harvest Entertainment (Holdings) Limited (橙天嘉禾娛樂(集團)有限公司), Rici Healthcare Holdings Limited (瑞慈醫療服務控股有限公司), Giant Biogene Holding Co., Ltd. (巨子生物控股有限公司), REPT BATTERO Energy Co., Ltd. (瑞浦蘭鈞能源股份有限公司), and Wuxi Lead Intelligent Equipment Co., Ltd. (無錫先導智能裝備股份有限公司). Since November 2025, I have served as an independent director of the Company.

In 2025, my position as an independent director complied with the independence requirements stipulated in Article 6 of the Administrative Measures for Independent Directors of Listed Companies, and there were no circumstances affecting my independence.

– 61 –

APPENDIX IB THE REPORT OF THE INDEPENDENT DIRECTORS FOR 2025

II. OVERVIEW OF PERFORMANCE OF DUTIES IN 2025

(I) Attendance at Board of Directors and Shareholders’ Meetings

I have served as an independent director of the Company since November 17, 2025. During the Reporting Period, I did not participate in the deliberation of specific matters. After my election, I actively and diligently studied relevant laws and regulations, enhanced the knowledge and skills necessary for performing the duties of an independent director, and deepened my understanding and awareness of corporate governance and the protection of the legitimate rights and interests of minority shareholders. At the same time, I maintained close communication with the Company’s directors and management through telephone, WeChat, meetings, and other means. I utilized my professional knowledge and practical experience to discuss specific operating conditions with the Company’s management and provide relevant professional opinions and suggestions.

(II) Performance of Duties on Board Special Committees

To actively promote the work of the Board’s special committees and strengthen their professional functions, the Company’s Board of Directors has established the Nomination, Remuneration and Appraisal Committee, the Audit Committee, and the Strategy and ESG Committee. I serve as a member of the Audit Committee and a member of the Nomination, Remuneration and Appraisal Committee of the Board.

During my tenure in 2025 (from November 17, 2025 to December 31, 2025), the Company did not convene any meetings of the Board’s special committees.(III) Communication with Internal Audit Department and Accounting Firm

(III) Communication with Internal Audit Department and Accounting Firm

During my tenure in 2025, I actively communicated with the Company’s internal audit department and the accounting firm, diligently fulfilling my relevant duties. I proactively listened to work reports from the Company’s audit department, timely understood the progress of the Company’s key audit tasks, and promoted the enhancement of professional knowledge and audit skills training for the Company’s internal audit staff, effectively improving the Company’s risk management level and further deepening the construction of its internal control system. I actively engaged in effective discussions and exchanges with the accounting firm, timely understood the preparation of financial reports, and ensured the objectivity and fairness of the audit results.

(IV) On-site Work and Company’s Cooperation with the Work of Independent Directors

During my tenure in 2025, I conducted in-depth communication with the Company’s management through face-to-face meetings, telephone conversations, etc., to comprehensively understand the Company’s operating conditions and development plans. I actively paid attention to the implementation of Board resolutions, the execution

– 62 –

APPENDIX IB THE REPORT OF THE INDEPENDENT DIRECTORS FOR 2025

of information disclosure, the construction and implementation of the internal control system, and the progress of major matters, providing constructive opinions and suggestions for the Company’s standardized operation and business development, thereby enhancing the scientific nature of Board’s decisions. In 2025, my cumulative on-site working time was 2 days.

III. WORK DONE TO PROTECT THE LEGITIMATE RIGHTS AND INTERESTS OF INVESTORS

(I) Diligently Fulfilling Duties as an Independent Director

Regarding major matters subject to Board deliberation and decision, I have always requested the Company to provide relevant materials in advance for careful review and provided reference opinions based on my professional knowledge, making the Board’s decisions more practical and feasible. I exercised my voting rights independently, objectively and prudently on the matters under consideration, promoting the scientific and objective nature of Board decisions and effectively safeguarding the legitimate rights and interests of the Company and its shareholders.

(II) Deepening Studies to Enhance Awareness of Protecting the Rights of Public Shareholders

I have delved into the latest laws, regulations and rules issued by the CSRC and the Shenzhen Stock Exchange, continuously deepening my understanding of relevant laws and regulations, improving my ability to perform duties, forming a conscious awareness of protecting the rights of public shareholders, providing better opinions and suggestions for the Company’s scientific decision-making and risk prevention, and playing a due role in further promoting the Company’s stable development.

IV. KEY MATTERS OF FOCUS BY THE INDEPENDENT DIRECTOR IN THEIR ANNUAL PERFORMANCE OF DUTIES

As an independent director, I supervised matters with potential major conflicts of interest between the listed company and its controlling shareholders, directors, and senior management as listed in Articles 23, 26, 27, and 28 of the Administrative Measures for Independent Directors of Listed Companies, urging the Board of Directors to make decisions that align with the Company’s overall interests and protect the legitimate rights and interests of minority shareholders. No violations of laws, administrative regulations, CSRC rules, SZSE business rules, the Company’s Articles of Association, or resolutions of the shareholders’ meeting and Board of Directors were identified. Matters requiring disclosure were all timely disclosed by the Company. There were no instances of independently engaging an intermediary to audit, consult, or verify specific matters of the listed company, proposing to the Board of Directors to convene an extraordinary shareholders’ meeting, proposing to convene a Board meeting, or publicly soliciting shareholders’ rights on behalf of shareholders as permitted by law.

– 63 –

APPENDIX IB THE REPORT OF THE INDEPENDENT DIRECTORS FOR 2025

V. OVERALL EVALUATION AND SUGGESTIONS

In 2025, as an independent director of the Company, albeit with a relatively short tenure, I strictly complied with the provisions of the Company Law, the Corporate Governance Code for Listed Companies, the Administrative Measures for Independent Directors of Listed Companies and other relevant laws and regulations, as well as the Articles of Association, during my term. I faithfully and diligently fulfilled my duties, reviewed various proposals of the Company, actively participated in the Company’s decision-making, conducted full communication on relevant issues, and promoted the Company’s development and standardized operation. Based on this, I exercised my voting rights independently, objectively and prudently, leveraging my professional knowledge to effectively safeguard the legitimate rights and interests of the Company and the broad investor base.

In 2026, I will continue to strengthen my studies, strictly follow the provisions and requirements for independent directors under relevant laws and regulations, and with a serious, diligent and responsible attitude, actively participate in the decision-making on major matters of the Company. I will leverage my professional expertise to provide more rational suggestions for the Company’s development and offer valuable reference opinions for the Board’s scientific decision-making. In accordance with the requirements of relevant laws, regulations and normative documents, as well as the provisions of the Articles of Association, I will fully fulfill the role of an independent director, safeguard the overall interests of the Company and the legitimate rights and interests of all shareholders, and ensure the objective, fair and standardized operation of the Company’s Board of Directors.

CNGR Advanced Material Co., Ltd. Independent Director: Wong Sze Wing March 30, 2026

– 64 –

APPENDIX IB THE REPORT OF THE INDEPENDENT DIRECTORS FOR 2025

CNGR Advanced Material Co., Ltd. The Report of the Independent Director for 2025 (Reporting Director: Li Wei)

As an independent director of CNGR Advanced Material Co., Ltd. (hereinafter referred to as the “ Company ”), in accordance with the Company Law, the Securities Law and other relevant laws, regulations, departmental rules, normative documents, as well as the Articles of Association and the Working System for Independent Directors, I regularly understood the Company’s financial and operational situation during my work in 2025, diligently performed my duties, actively leveraged the independence and professionalism of an independent director, safeguarded the overall interests of the Company, and protected the legitimate rights and interests of all shareholders, especially minority shareholders.

I served as an independent director of the Company from November 10, 2019. My continuous term of office reached six years. Pursuant to the relevant provisions of the Administrative Measures for Independent Directors of Listed Companies regarding the maximum consecutive years of service for independent directors of listed companies, I have applied to resign from my position as an independent director of the Second Board of Directors and from relevant positions on the Board’s special committees. After resignation, I will no longer hold any position in the Company. I hereby report on the performance of my duties during my tenure in 2025 (from January 1, 2025 to October 15, 2025) as follows:

I. BASIC INFORMATION OF THE INDEPENDENT DIRECTOR

I, Li Wei, male, born in September 1981, Chinese nationality, no permanent right of abode overseas, hold a PhD in applied economics from Hunan University. Since August 2010, I have successively served as an assistant professor, associate professor, and professor at the School of Economics and Trade, Hunan University. Since November 2023, I have served as an independent director of Changsha Jinwei Integrated Circuit Co., Ltd. (長沙金維集成電路股份有限公司). From November 2019 to October 2025, I served as an independent director of the Company.

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APPENDIX IB THE REPORT OF THE INDEPENDENT DIRECTORS FOR 2025

II. OVERVIEW OF PERFORMANCE OF DUTIES IN 2025

(I) Attendance at Board of Directors and Shareholders’ Meetings

In 2025, the convening of the Company’s Board of Directors and shareholders’ meetings complied with the relevant provisions of the Company Law and the Articles of Association. Matters such as financial assistance to the Company, issuance of H shares, annual routine related party transactions, and other significant matters all followed relevant procedures and were legal and effective. My attendance at Board of Directors and shareholders’ meetings during my tenure in 2025 (from January 1, 2025 to October 15, 2025) is as follows:

							Whether Failed
	Number of Board Meetings Convened during the Reporting Period						to Attend the
	Number of		Number of Meetings				Meeting in
	Meetings	Number of	Attended by Means	Number of			Person for Two
	Required to	In-Person	of Communication	Attendances by	Number of		Consecutive
Name	Attend	Attendances	Voting	Proxy	Absences		Times
Li Wei	13	2	11	0		0	No
Number of Shareholders’ Meetings Attended							7

Issuance of Pre-approval Opinions and Independent Opinions:

			Type of
Date	Meeting	Pre-approval Opinion and Independent Opinion	Opinion
January 20,	The 26th	(1) Pre-approval Opinion on the Appointment of the	Agree
2025	Meeting of	Board Secretary
	Second
	Session of
	the Board
February 10,	The 27th	(1) Independent Opinion on Providing Financial	Agree
2025	Meeting of	Assistance to an Associate Company
	Second
	Session of
	the Board
March 6, 2025	The 28th	(1) Independent Opinion on the Company and its	Agree
	Meeting of	Subsidiaries Applying for Comprehensive Credit
	Second	Facilities and Guarantees from Banks etc.
	Session of
	the Board	(2) Independent Opinion on the Company’s Hedging Plan
		for 2025

– 66 –

APPENDIX IB

THE REPORT OF THE INDEPENDENT DIRECTORS FOR 2025

(3) Independent Opinion on the Company’s Futures and Derivatives Trading
(4) Independent Opinion on the Company’s Routine Related Party Transaction Plan for 2025

April 1, 2025

The 29th (1) Independent Opinion on the Company’s Issuance of H Agree Meeting of Shares and Listing on The Stock Exchange of Hong Second Kong Limited Session of the Board (2) Independent Opinion on the Plan for the Company’s Issuance of H Shares and Listing on The Stock Exchange of Hong Kong Limited
(3) Independent Opinion on the Company’s Conversion into an Overseas-Listed Joint Stock Limited Company
(4) Independent Opinion on the Use of Proceeds from the Overseas Public Issuance of H Shares
(5) Independent Opinion on the Distribution Plan of Accumulated Profits before the Issuance of H Shares
(6) Independent Opinion on the Appointment of the Audit Institution for the H Share Issuance and Listing
(7) Independent Opinion on the Election of Additional Independent Directors for the Second Session of the Board
(8) Pre-approval Opinion on Determining the Roles of Directors
(9) Pre-approval Opinion on Adjusting the Board Special Committees and Determining Relevant Members
(10) Independent Opinion on the Insurance for Directors, Supervisors, Senior Management and Prospectus Liability

– 67 –

APPENDIX IB

THE REPORT OF THE INDEPENDENT DIRECTORS FOR 2025

(1) Pre-approval Opinion on the Company’s 2024 Annual Agree Meeting of Report and its Summary Second Session of (2) Independent Opinion on the Special Report on the the Board

April 10, 2025 The 30th

(2) Independent Opinion on the Special Report on the Deposit and Use of Raised Funds for 2024
(3) Independent Opinion on the Company’s 2024 Internal Control Self-Evaluation Report
(4) Independent Opinion on the Company’s 2024 Use of Funds by Controlling Shareholders and Other Related Parties
(5) Pre-approval Opinion on the Company’s 2024 Financial Final Accounts Report
(6) Independent Opinion on the Company’s 2024 Profit Distribution Proposal
(7) Independent Opinion on Confirming the 2024 Remuneration and Drafting the 2025 Remuneration Plan for Directors
(8) Independent Opinion on Confirming the 2024 Remuneration and Drafting the 2025 Remuneration Plan for Senior Management
(9) Independent Opinion on the Special Explanation of the Company’s 2024 Securities Investment and Derivatives Trading
(10) Independent Opinion on the Change of Accounting Policies
(11) Pre-approval Opinion on the Repurchase and Cancellation of Certain Restricted Shares under the 2022 Restricted Share Incentive Scheme
(12) Pre-approval Opinion on the Use of Idle Own Funds for Cash Management
(13) Independent Opinion on Increasing the 2025 Routine Related Party Transaction Plan

– 68 –

APPENDIX IB THE REPORT OF THE INDEPENDENT DIRECTORS FOR 2025

April 25, 2025	The 31st	(1) Pre-approval Opinion on the <2025 First Quarter	Agree
	Meeting of	Report>
	the Second
	Session of
	the Board
May 20, 2025	The 32nd	(1) Pre-approval Opinion on the Change of the Person in	Agree
	Meeting of	Charge of Internal Audit
	the Second
	Session of	(2) Independent Opinion on Providing Financial
	the Board	Assistance to an Associate Company
June 12, 2025	The 33rd	(1) Pre-approval Opinion on Adjusting the Initial and	Agree
	Meeting of	Reserved Grant Prices of the 2023 Restricted Share
	the Second	Incentive Scheme
	Session of
	the Board	(2) Pre-approval Opinion on the Achievement of the
		Second Vesting Period for the Initial Grant and the
		First Vesting Period for the Reserved Grant under the
		2023 Restricted Share Incentive Scheme
		(3) Pre-approval Opinion on the Forfeiture of Certain
		Granted but Unvested Restricted Shares
July 9, 2025	The 34th	(1) Independent Opinion on Providing Financial	Agree
	Meeting of	Assistance to an Associate Company
	the Second
	Session of
	the Board
August 15,	The 35th	(1) Pre-approval Opinion on the Company’s 2025 Interim	Agree
2025	Meeting of	Financial Report
	the Second
	Session of	(2) Independent Opinion on the Special Report on the
	the Board	Deposit and Use of Raised Funds for the First Half of
		2025
August 25,	The 36th	(1) Independent Opinion on the Company’s 2025 Interim	Agree
2025	Meeting of	Dividend Distribution Plan
	the Second
	Session of
	the Board

– 69 –

APPENDIX IB THE REPORT OF THE INDEPENDENT DIRECTORS FOR 2025

September 22,	The 37th	(1) Independent Opinion on Providing Financial	Agree
2025	Meeting of	Assistance to an Associate Company
	the Second
	Session of	(2) Pre-approval Opinion on the Re-appointment of the
	the Board	Audit Institution for 2025
		(3) Pre-approval Opinion on the Resignation of
		Independent Directors Due to Expiry of Term and the
		Election of Replacement Independent Directors
		(4) Pre-approval Opinion on Adjusting the Members of
		the Second Session of the Board Special Committees
September 25,	The 38th	(1) Independent Opinion on Adjusting the Implementing	Agree
2025	Meeting of	Entity for Part of the Company’s 2025 Routine Related
	the Second	Party Transactions
	Session of
	the Board
October 29,	The 39th	(1) Pre-approval Opinion on the <2025 Third Quarter	Agree
2025	Meeting of	Report>
	the Second
	Session of
	the Board

(II) Performance of Duties on Board Special Committees

To actively promote the work of the Board’s special committees and strengthen their professional functions, the Company’s Board of Directors has established the Nomination, Remuneration and Appraisal Committee, the Audit Committee, and the Strategy and ESG Committee. During my tenure, I served as the chairman of the Nomination, Remuneration and Appraisal Committee and a member of the Audit Committee.

During my tenure in 2025, I primarily performed the following duties:

Work of the Nomination, Remuneration and Appraisal Committee: As the chairman of the Nomination, Remuneration and Appraisal Committee, I convened and chaired 5 meetings of the Nomination, Remuneration and Appraisal Committee to review proposals including the Proposal on the Appointment of the Board Secretary, the Proposal on the Election of Additional Independent Directors for the Second Session of Board, the Proposal on Determining the Roles of Directors, the Proposal on Adjusting the Board Special Committees and Determining Relevant Members, the Proposal on Confirming the 2024 Remuneration and Drafting the 2025 Remuneration Plan for Directors, and the Proposal on the Repurchase and Cancellation of Certain Restricted Shares.

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APPENDIX IB THE REPORT OF THE INDEPENDENT DIRECTORS FOR 2025

Work of the Audit Committee: As a member of the Audit Committee, I attended 9 Audit Committee meetings to review proposals including, but not limited to, the Proposal on the Company and its Subsidiaries Applying for Comprehensive Credit Facilities and Guarantees from Banks etc., the Proposal on the Company’s Hedging Plan for 2025, the Proposal on the Company’s Routine Related Party Transaction Plan for 2025, the Proposal on the Company’s Appointment of the Audit Institution for the H Share Issuance and Listing, the Proposal on the Company’s 2024 Annual Report and its Summary, the Proposal on the Special Report on the Deposit and Use of Raised Funds for 2024, the Proposal on the Company’s 2024 Internal Control Self-Evaluation Report, and the Proposal on the Company’s 2024 Use of Funds by Controlling Shareholders and Other Related Parties.

(III) Communication with Internal Audit Department and Accounting Firm

During my tenure in 2025, I actively communicated with the Company’s internal audit department and the accounting firm, diligently fulfilling my relevant duties. I proactively listened to work reports from the Company’s audit department, including the annual internal audit plan, quarterly internal audit work reports, and periodic special inspection reports on the Company, timely understood the progress of Company’s key audit tasks, and promoted the enhancement of professional knowledge and audit skills training for the Company’s internal audit staff, effectively improving the Company’s risk management level and further deepening the construction of its internal control system. I actively engaged in effective discussions and exchanges with the accounting firm, timely understood the preparation of financial reports and the progress of the annual audit, ensuring the objectivity and fairness of the audit results.

(IV) On-site Work and Company’s Cooperation with the Work of Independent Directors

During my tenure in 2025, I utilized opportunities attending Board of Directors, shareholders’ meetings, and special committee meetings to understand the Company’s hedging activities, credit guarantees, related party transactions, production and operation conditions, and financial status. I listened to management’s reports on operational status and standardized operations on-site. In daily work, I maintained close contact with other directors, senior management, and relevant business department staff through telephone inquiries and other means, promptly informed myself of the progress of Company’s major matters, and provided advice and opinions focusing on financial assistance, related party transactions, legal risk prevention, and corporate governance, based on the actual situation of the Company’s operations and management. In 2025, my cumulative on-site working time was 10 days.

– 71 –

APPENDIX IB THE REPORT OF THE INDEPENDENT DIRECTORS FOR 2025

III. WORK DONE TO PROTECT THE LEGITIMATE RIGHTS AND INTERESTS OF INVESTORS

(I) Diligently Fulfilling Duties as an Independent Director

(II) Deepening Studies to Enhance Awareness of Protecting the Rights and Interests of Public Shareholders

IV. KEY MATTERS OF FOCUS FOR THE INDEPENDENT DIRECTORS IN THEIR ANNUAL PERFORMANCE OF DUTIES

– 72 –

APPENDIX IB

THE REPORT OF THE INDEPENDENT DIRECTORS FOR 2025

(I) Related Party Transactions Requiring Disclosure

On March 6, 2025, the 28th Meeting of the Second Session of Board approved the Proposal on the Company’s Routine Related Party Transaction Plan for 2025, for which I issued an agreeing pre-approval opinion and independent opinion. On April 10, 2025, the 30th Meeting of the Second Session of Board approved the Proposal on the Company’s 2024 Use of Funds by Controlling Shareholders and Other Related Parties and the Proposal on Increasing the 2025 Routine Related Party Transaction Plan, for which I issued an agreeing pre-approval opinion and independent opinion. On September 25, 2025, the 38th Meeting of the Second Session of Board approved the Proposal on Adjusting the Implementing Entity for Part of the Company’s 2025 Routine Related Party Transactions, for which I issued an agreeing independent opinion. Except for the above matters, during my tenure, the Company had no other related party transactions requiring disclosure. The Company disclosed a total of 4 related party transaction proposals, all of which were reviewed and approved by all independent directors before being submitted to the Board of Directors for approval and publicly disclosed. I reviewed each related party transaction, focusing on the pricing policy and basis, the purpose and impact of the transaction, whether it harmed the interests of the Company and its shareholders, and whether it had a significant impact on the Company’s normal business activities and financial condition. I provided written opinions on the fairness, compliance, and implementation of internal approval procedures for these transactions. In my opinion, the Company’s related party transactions followed the principles of fairness, justice, voluntariness and integrity, complied with relevant laws and regulations, had legal and compliant review and voting procedures, had fair and reasonable transaction pricing, and did not harm the interests of the Company or its shareholders, particularly minority shareholders.

(II) Plans for Changing or Waiving Commitments by the Company and Related Parties

During my tenure in 2025, neither the Company nor its related parties changed or waived any commitments.

(III) Decisions and Measures Taken by the Board of Directors of the Acquired Listed Company Regarding the Acquisition

During my tenure in 2025, the Company was not subject to any acquisition.

(IV) Disclosure of Financial Information in Financial Accounting Reports and Periodic Reports, and Internal Control Evaluation Reports

During my tenure in 2025, the Company strictly complied with the requirements of the Securities Law, the Listing Rules of GEM of Shenzhen Stock Exchange, the Shenzhen Stock Exchange Listed Company Self-Disciplinary Regulatory Guidelines No. 2 – Standard Operation of ChiNext Board Companies and other laws, regulations, normative documents, as well as the Articles of Association. The Company prepared and disclosed the 2024 Annual Report, the 2024 Internal Control Self-Evaluation Report, the 2025 First

– 73 –

APPENDIX IB THE REPORT OF THE INDEPENDENT DIRECTORS FOR 2025

Quarter Report, and the 2025 Interim Report on time. These reports truthfully, accurately and completely reflected the Company’s actual situation, with no false records, misleading statements or material omissions. The above reports were all reviewed and approved by the Board of Directors, and the 2024 Annual Report was approved by the 2024 annual general meeting. All directors and senior management signed written confirmations on the periodic reports. The review and voting procedures for the reports were legal and compliant.

Furthermore, I believe that the major matters reviewed during my tenure complied with relevant laws and regulations, and that the Company’s review and voting procedures were legal and compliant, with no circumstances harming the interests of the Company or its shareholders, particularly minority shareholders.

(V) Engagement of an Accounting Firm

On September 22, 2025, the Company convened the 37th Meeting of the Second Session of Board, and on October 15, 2025, convened the 7th Extraordinary General Meeting of 2025, approving the Proposal on the Re-appointment of the Audit Institution for 2025, planning to re-appoint Ernst & Young Hua Ming LLP as the Company’s financial audit and internal control audit institution for 2025. As a member of the Audit Committee, I carefully reviewed the relevant materials and issued a clear agreeing opinion.

(VI) Appointment of the Listed Company’s Chief Financial Officer

During my tenure in 2025, the Company had no change in its chief financial officer.

(VII) Changes in Accounting Policies or Estimates, or Corrections of Material Accounting Errors for Reasons Other than Changes in Accounting Standards

During my tenure in 2025, the Company had no changes in accounting policies or estimates, or corrections of material accounting errors for reasons other than changes in accounting standards.

(VIII) Nomination or Appointment of Directors, or Appointment of Senior Management

On January 20, 2025, the Company convened the 26th Meeting of the Second Session of Board, approving the Proposal on the Appointment of the Board Secretary, agreeing to appoint Mr. Tang Huateng as the Board Secretary of the Company, with a term from the date of approval by the Board meeting until the expiry of the term of the Second Session of Board.

On April 1, 2025, the Company convened the 29th Meeting of the Second Session of Board, approving the Proposal on the Election of Additional Independent Directors for the Second Session of Board, agreeing to nominate Ms. Wong Sze Wing as a candidate for independent director, with a term from the date of approval by the 4th Extraordinary General Meeting of 2025 and the listing and trading of the issued H shares on The Stock Exchange of Hong Kong Limited until the expiry of the term of the Second Session of Board.

– 74 –

APPENDIX IB THE REPORT OF THE INDEPENDENT DIRECTORS FOR 2025

On September 22, 2025, the Company convened the 37th Meeting of the Second Session of Board, approving the Proposal on the Resignation of Independent Directors Due to Expiry of Term and the Election of Replacement Independent Directors and the Proposal on Adjusting the Members of the Second Session of Board Special Committees, agreeing to nominate Mr. Cao Feng and Mr. Hong Yuan as candidates for independent director, with a term from the date of approval by the 7th Extraordinary General Meeting of 2025 until the expiry of the term of the Second Session of Board.

As the chairman of the Nomination, Remuneration and Appraisal Committee, I reviewed the qualifications of the aforementioned senior management and independent directors. The relevant personnel possess the qualifications necessary for exercising their powers. Their qualifications comply with the provisions of relevant laws, regulations and normative documents such as the Company Law of the People’s Republic of China and the Listing Rules of GEM of Shenzhen Stock Exchange, and they have not been subject to penalties by the CSRC or the Shenzhen Stock Exchange. The Company’s procedures for appointing senior management and electing independent directors comply with the Company Law and other relevant laws and regulations, as well as the provisions of the Articles of Association, and the procedures are legal and valid.

(IX) Remuneration of Directors and Senior Management

On April 10, 2025, the 15th Meeting of the Second Session of Board approved the Proposal on Confirming the 2024 Remuneration and Drafting the 2025 Remuneration Plan for Senior Management. As the chairman of the Nomination, Remuneration and Appraisal Committee, I carefully reviewed the relevant materials and issued a clear agreeing opinion. On May 6, 2025, the 2024 Annual General Meeting approved the Proposal on Confirming the 2024 Remuneration and Drafting the 2025 Remuneration Plan for Directors. In 2025, the remuneration of the Company’s directors and senior management complied with the Company’s performance appraisal and compensation system management regulations, was distributed strictly based on appraisal results, and the remuneration plan was scientific, reasonable, in line with industry salary levels and the Company’s actual situation, with no circumstances harming the interests of the Company or its shareholders, particularly minority shareholders.

(X) Share Incentives

On April 10, 2025, the Company convened the 30th Meeting of the Second Session of Board, approving the Proposal on the Repurchase and Cancellation of Certain Restricted Shares under the 2022 Restricted Share Incentive Scheme. On June 12, 2025, the Company convened the 33rd Meeting of the Second Session of Board, approving the Proposal on Adjusting the Initial and Reserved Grant Prices of the 2023 Restricted Share Incentive Scheme, the Proposal on the Achievement of the Second Vesting Period for the Initial Grant and the First Vesting Period for the Reserved Grant under the 2023 Restricted Share Incentive Scheme, and the Proposal on the Forfeiture of Certain Granted but Unvested Restricted Shares. Regarding the above matters, as the chairman of the Nomination, Remuneration and Appraisal Committee, I carefully reviewed the relevant materials and issued a clear agreeing opinion.

– 75 –

APPENDIX IB THE REPORT OF THE INDEPENDENT DIRECTORS FOR 2025

V. OVERALL EVALUATION AND SUGGESTIONS

During my tenure, I strictly complied with the provisions of the Company Law, the Corporate Governance Code for Listed Companies, the Administrative Measures for Independent Directors of Listed Companies and other relevant laws and regulations, as well as the Articles of Association. I faithfully and diligently fulfilled my duties, reviewed various proposals of the Company, actively participated in the Company’s decision-making, conducted full communication on relevant issues, and promoted the Company’s development and standardized operation. Based on this, I exercised my voting rights independently, objectively and prudently, leveraging my professional knowledge to effectively safeguard the legitimate rights and interests of the Company and the broad investor base.

I officially resigned on October 15, 2025, due to the expiry of my term, and no longer serve as an independent director of the Board of Directors or hold relevant positions on the Board’s special committees.

Finally, I would like to express my sincere gratitude to the Company, the management, and the relevant staff for their assistance and active cooperation during my tenure.

CNGR Advanced Material Co., Ltd. Independent Director: Li Wei March 30, 2026

– 76 –

APPENDIX IB THE REPORT OF THE INDEPENDENT DIRECTORS FOR 2025

CNGR Advanced Material Co., Ltd. The Report of the Independent Director for 2025 (Reporting Director: Cao Yue)

As an independent director of CNGR Advanced Material Co., Ltd. (the “ Company ”), I have performed my duties as an independent director pursuant to the Company Law, the Securities Law, other laws, regulations, departmental rules and normative documents, as well as the Company’s Articles of Association, the Working Systems for Independent Directors, and other provisions and requirements; and have exercised the rights and obligations conferred by the Company prudently, diligently and conscientiously. As an independent director with an accounting background, I have actively attached importance to matters such as the Company’s internal control, changes in financial condition, profit composition and its influencing factors, timely kept abreast of the Company’s production and operation situations, comprehensively focused on the Company’s development status, attended relevant meetings convened by the Company on time, carefully deliberated various proposals of the Board of Directors, fully utilized the independence and professionalism of an independent director, and effectively safeguarded the interests of the Company and its shareholders, especially minority shareholders.

I have served as an independent director of the Company since November 10, 2019, with a continuous term of office of six years. In line with the relevant provisions of the Measures for the Administration of Independent Directors of Listed Companies regarding the maximum consecutive term of office of independent directors for listed companies, I have applied to resign from my position as an independent director of the Company’s 2nd session of the Board of Directors and all relevant positions on various special committees of the Board of Directors. After resignation, I will no longer hold any position in the Company. Now, I debrief my performance of duties during my term of office in 2025 (from January 1, 2025 to October 15, 2025) as follows:

I. BASIC INFORMATION OF THE INDEPENDENT DIRECTOR

I, Cao Yue, male, born in October 1981, a Chinese national with no permanent right of abode overseas, hold a Doctorate in Management from Renmin University of China, and have completed post-doctoral research in Business Administration at Zhongnan University of Economics and Law. From July 2010 to present, I have served successively as Assistant Professor, Associate Professor and Professor at the School of Business Administration, Hunan University; from October 2016 to October 2022, I served as an independent director of Hunan Fullriver High Technology Co., Ltd.; from March 2018 to September 2023, I served as an independent director of Yonker Environmental Protection Company Limited; from September 2019 to April 2024, I served as an independent director of Shaoyang Victor Hydraulics Co., Ltd.; from October 2018 to December 2024, I served as an independent director of Yueyang Forest & Paper Co., Ltd.; from January 2022 to present, I have served as an external director of Changsha Water Industry Group Company Limited; from May 2022 to present, I have served as an independent director Talkweb Information System Inc.; from November 2022 to present, I have served as an external director of Zhuzhou Water Investment Group Co., Ltd.; and from November 2019 to October 2025, I served as an independent director of the Company. From June 20, 2025 to present, I have served as an independent director of Northeast Pharmaceutical Group Co., Ltd.

– 77 –

APPENDIX IB THE REPORT OF THE INDEPENDENT DIRECTORS FOR 2025

During 2025, my term of office complied with the independence requirements stipulated in Article 6 of the Measures for the Administration of Independent Directors of Listed Companies, and there were no circumstances affecting my independence.

II. OVERVIEW OF PERFORMANCE OF DUTIES IN 2025

(I) Attendance at board meetings and shareholders’ meetings

In 2025, the convening of the Company’s board meetings and shareholders’ meetings complied with the relevant provisions of the Company Law and the Company’s Articles of Association. The Company’s financial assistance, issuance of H shares, annual daily related party transactions and other material matters all followed relevant procedures and were legal and valid. During my term of office in 2025 (from January 1, 2025 to October 15, 2025), my attendance at board meetings and shareholders’ meetings is as follows:

Number	of board meetings convened	of board meetings convened	during
	the Reporting Period
		Number of			Whether
		meetings			failed to
Number of	Number of	attended by	Number of		attend two
meetings	meetings	means of	meetings	Number of	consecutive
required to	attended in	communication	attended by	meetings	meetings in
Name attend	person	voting	proxy	absent	person
Cao Yue 13	2	11	0	0	No
Number of shareholders’ meetings attended					8

Issuance of prior approval opinions and independent opinions:

			Type of
Date	Meeting	Prior approval opinions and independent opinions	opinion
January 20,	26th meeting	(1) Prior approval opinion on the appointment of the	Agree
2025	of the 2nd	Secretary to the Board of Directors
	session of
	the Board
February 10,	27th meeting	(1) Independent opinion on providing financial assistance	Agree
2025	of the 2nd	to an investee company
	session of
	the Board
March 6, 2025	28th meeting	(1) Independent opinion on the application by the	Agree
	of the 2nd	Company and its subsidiaries for comprehensive
	session of	credit facilities from banks and others and on
	the Board	guarantees

– 78 –

APPENDIX IB

THE REPORT OF THE INDEPENDENT DIRECTORS FOR 2025

(2) Independent opinion on the Company’s hedging plan for 2025
(3) Independent opinion on the Company’s conduct of futures and derivatives transactions
(4) Independent opinion on the Company’s plan for daily related party transactions in 2025

April 1, 2025 29th meeting (1) Independent opinion on the Company’s issuance of H Agree of the 2nd shares and listing on The Stock Exchange of Hong session of Kong Limited the Board

(2) Independent opinion on the Company’s plan for the issuance of H shares and listing on The Stock Exchange of Hong Kong Limited
(3) Independent opinion on the Company’s conversion into an overseas-offering joint-stock company
(4) Independent opinion on the Company’s plan for the use of proceeds from the overseas public issuance of H shares
(5) Independent opinion on the Company’s plan for the distribution of retained profits before the issuance of H shares
(6) Independent opinion on the Company’s engagement of an auditor for the H share issuance and listing
(7) Independent opinion on electing additional independent directors to the second session of the Board of Directors
(8) Prior approval opinion on determining the roles of the Company’s directors
(9) Prior approval opinion on adjusting special committees of the Board of Directors and determining their relevant members
(10) Independent opinion on taking out directors’, supervisors’, officers’ and prospectus liability insurance

– 79 –

APPENDIX IB THE REPORT OF THE INDEPENDENT DIRECTORS FOR 2025

April 10, 2025 30th meeting (1) Prior approval opinion on the Company’s annual of the 2nd report and its summary for 2024 session of

Agree

the Board (2) Independent opinion on the special report on the deposit and use of proceeds for 2024
(3) Independent opinion on the Company’s internal control self-assessment report for 2024
(4) Independent opinion on the Company’s fund occupancy by the controlling shareholder and other related parties for 2024
(5) Independent opinion on the Company’s financial final accounts report for 2024
(6) Independent opinion on the Company’s profit distribution plan for 2024
(7) Independent opinion on confirming the remuneration of the Company’s directors for 2024 and formulating the remuneration plan for 2025
(8) Independent opinion on confirming the remuneration of the Company’s senior management for 2024 and formulating the remuneration plan for 2025
(9) Independent opinion on the special explanation regarding the Company’s securities investment and derivatives trading in 2024
(10) Independent opinion on the Company’s changes in accounting policies
(11) Prior approval opinion on repurchasing and canceling part of the restricted shares under the 2022 Restricted Stock Incentive Plan
(12) Prior approval opinion on using idle own funds for cash management
(13) Independent opinion on increasing the plan for daily related party transactions in 2025

– 80 –

APPENDIX IB THE REPORT OF THE INDEPENDENT DIRECTORS FOR 2025

April 25, 2025	31st meeting	(1) Prior approval opinion on the <First Quarter Report	Agree
	of the 2nd	for 2025>
	session of
	the Board
May 20, 2025	32nd meeting	(1) Prior approval opinion on changing the person in	Agree
	of the 2nd	charge of internal audit
	session of
	the Board	(2) Independent opinion on providing financial assistance
		to an investee company
June 12, 2025	33rd meeting	(1) Prior approval opinion on adjusting prices of the	Agree
	of the 2nd	initial grant and the reserved grant under the 2023
	session of	Restricted Stock Incentive Plan
	the Board
		(2) Prior approval opinion on the satisfaction of the
		vesting conditions for the second vesting period of the
		initial grant and the first vesting period of the
		reserved grant under the 2023 Restricted Stock
		Incentive Plan
		(3) Prior approval opinion on cancellation of a portion of
		granted but not yet vested restricted shares
July 9, 2025	34th meeting	(1) Independent opinion on providing financial assistance	Agree
	of the 2nd	to an investee company
	session of
	the Board
August 15,	35th meeting	(1) Prior approval opinion on the Company’s semi-annual	Agree
2025	of the 2nd	financial report for 2025
	session of
	the Board
		(2) Independent opinion on the special report on the
		deposit and use of proceeds for the first half of 2025
August 25,	36th meeting	(1) Independent opinion on the Company’s interim	Agree
2025	of the 2nd	dividend plan for 2025
	session of
	the Board

– 81 –

APPENDIX IB THE REPORT OF THE INDEPENDENT DIRECTORS FOR 2025

September 22,	37th meeting	(1) Independent opinion on providing financial assistance	Agree
2025	of the 2nd	to an investee company
	session of
	the Board	(2) Prior approval opinion on the re-appointment of the
		auditor for 2025
		(3) Prior approval opinion on the resignation of an
		independent director due to expiry of term and the
		election of a replacement independent director
		(4) Prior approval opinion on adjusting members of
		special committees of the second session of the Board
		of Directors
September 25,	38th meeting	(1) Independent opinion on adjusting the implementing	Agree
2025	of the 2nd	entity for part of the Company’s daily related party
	session of	transactions in 2025
	the Board
October 29,	39th meeting	(1) Prior approval opinion on the <Third Quarter Report	Agree
2025	of the 2nd	for 2025>
	session of
	the Board

(II) Performance of duties by special committees of the Board of Directors

To actively promote the work of special committees of the Board of Directors and strengthen their professional functions, the Board of Directors has established a Nomination, Remuneration and Appraisal Committee, an Audit Committee, and a Strategy and ESG Committee. During my term of office, I served as the Chairman of the Audit Committee and as a member of the Nomination, Remuneration and Appraisal Committee.

During my term of office in 2025, I primarily performed the following duties:

About work for the Audit Committee: As Chairman of the Audit Committee, I organized and convened its 9 meetings, at which proposals including the Proposal on the Application by the Company and its Subsidiaries for Comprehensive Credit Facilities from Banks and Others and on Guarantees, the Proposal on the Company’s Hedging Plan for 2025, the Proposal on the Company’s Plan for Daily Related Party Transactions in 2025, the Proposal on the Company’s Engagement of an Auditor for the H Share Issuance and Listing, the Proposal on the Company’s Annual Report and Its Summary for 2024, the Proposal on the Company’s Special Report on the Deposit and Use of Proceeds for 2024, the Proposal on the Company’s Internal Control Self-Assessment Report for 2024, and the Proposal on the Company’s Fund Occupancy by the Controlling Shareholder and Other Related Parties for 2024 were reviewed.

– 82 –

APPENDIX IB THE REPORT OF THE INDEPENDENT DIRECTORS FOR 2025

About work for the Nomination, Remuneration and Appraisal Committee: As a member of the Nomination, Remuneration and Appraisal Committee, I attended its 5 meetings, at which proposals including the Proposal on the Appointment of the Secretary to the Board of Directors, the Proposal on Electing Additional Independent Directors to the Second Session of the Board of Directors, the Proposal on Determining the Roles of the Company’s Directors, the Proposal on Adjusting Special Committees of the Board of Directors and Determining Their Relevant Members, the Proposal on Confirming the Remuneration of the Company’s Directors for 2024 and Formulating the Remuneration Plan for 2025, and the Proposal on Repurchasing and Canceling Part of the Restricted Shares were reviewed.

(III) Communication with the internal audit institution and the accounting firm

During my term of office in 2025, I actively communicated with the Company’s internal audit institution and the accounting firm, and conscientiously performed my relevant duties. I actively listened to work reports from the Company’s Audit Department, including the annual internal audit plan, quarterly internal audit work reports, and regular special inspection reports on the Company, timely kept abreast of the progress of work priorities of the Audit Department, promoted the enhancement of business knowledge and audit skills training for the internal audit personnel, effectively improved the Company’s risk management levels, and further deepened the construction of the Company’s internal control system. In addition, I actively engaged in effective discussions and exchanges with the accounting firm, timely kept abreast of the progress of the preparation of financial reports and the annual audit, and ensured the objectivity and fairness of the audit results.

(IV) On-site work and the Company’s cooperation with independent directors

During my term of office in 2025, I took advantage of opportunities to attend board meetings, shareholders’ meetings and various special committee meetings to understand the Company’s hedging activities, credit facilities and guarantees, related party transactions, production and operation situations and financial conditions, and listened on-site to reports from the Company’s management on the operating conditions and standardized operations. In my daily work, I maintained close contact with other directors, senior management and relevant business department staff of the Company through telephone inquiries and other means, promptly learned of the progress of various major matters of the Company, and, in light of the actual circumstances of the Company’s operation and management, focused on making suggestions and advice on the Company’s financial assistance, related party transactions, legal risk prevention and corporate governance. In 2025, I accumulated a total of 10 days of on-site work.

– 83 –

APPENDIX IB THE REPORT OF THE INDEPENDENT DIRECTORS FOR 2025

III. WORK PERFORMED TO PROTECT THE LEGITIMATE RIGHTS AND INTERESTS OF INVESTORS

(I) Conscientiously performed the duties of an independent director

I required the Company to provide relevant information in advance for major matters as deliberated and decided by the Board of Directors, carefully reviewed such information, and expressed reference opinions based on my professional knowledge to make the Board of Directors’ decision-making more practical and feasible. I exercised voting rights independently, objectively and prudently on matters under deliberation, promoted the scientific and objective nature of the Board of Directors’ decision-making, and effectively safeguarded the legitimate rights and interests of the Company and its shareholders.

(II) Deepened my studies to enhance my awareness of protecting the rights and interests of public shareholders

I thoroughly studied the latest laws, regulations and various rules and regulations released by the China Securities Regulatory Commission and the Shenzhen Stock Exchange, continuously deepened my understanding and knowledge of relevant laws and regulations, improved my ability to perform duties, developed a conscious awareness of protecting the rights and interests of public shareholders, expressed better opinions and suggestions for the Company’s scientific decision-making and risk prevention, and played my due role in further promoting the Company’s steady development.

IV. KEY MATTERS OF FOCUS FOR THE INDEPENDENT DIRECTORS IN THEIR ANNUAL PERFORMANCE OF DUTIES

As an independent director, I supervised the matters listed in Articles 23, 26, 27 and 28 of the Measures for the Administration of Independent Directors of Listed Companies concerning potential material conflicts of interest between the listed company and its controlling shareholders, directors and senior management, thereby prompting the Board of Directors’ decision-making to align with the Company’s overall interests and protect the legitimate rights and interests of minority shareholders. No circumstances were found that violated laws, administrative regulations, CSRC provisions, SZSE business rules or the provisions of the Company’s Articles of Association, or that breached shareholders’ meetings or board resolutions. Matters requiring disclosure were all promptly disclosed by the Company. No circumstances occurred such as independently engaging an intermediary institution to audit, advise or verify specific matters of the listed company, proposing to the Board of Directors to convene an extraordinary shareholders’ meeting, proposing to convene a board meeting, or publicly soliciting shareholders’ rights from shareholders in accordance with the law.

– 84 –

APPENDIX IB

THE REPORT OF THE INDEPENDENT DIRECTORS FOR 2025

(I) Related party transactions that should be disclosed

On March 6, 2025, the Company’s 28th meeting of the 2nd session of the Board of Directors deliberated and adopted the Proposal on the Company’s Plan for Daily Related Party Transactions in 2025, and I expressed a prior approval opinion and an independent opinion of agreement to this proposal. On April 10, 2025, the Company’s 30th meeting of the 2nd session of the Board of Directors deliberated and adopted the Proposal on the Company’s Fund Occupancy by the Controlling Shareholder and Other Related Parties for 2024 and the Proposal on Increasing the Plan for Daily Related Party Transactions in 2025, and I expressed a prior approval opinion and an independent opinion of agreement to these proposals. On September 25, 2025, the Company’s 38th meeting of the 2nd session of the Board of Directors deliberated and adopted the Proposal on Adjusting the Implementing Entity for Part of the Company’s Daily Related Party Transactions in 2025, and I expressed an independent opinion of agreement to this proposal. Except for the above matters, during my term of office, the Company did not have any other related party transactions that should be disclosed. The Company disclosed a total of 4 related party transaction proposals, all of which were reviewed and agreed to by all independent directors, submitted to the Board of Directors for deliberation and adoption, and publicly disclosed. I reviewed the pricing policies and bases as well as the purpose and impact of related party transactions, whether there were circumstances that would harm the interests of the Company and its shareholders, and whether there was a material impact on the Company’s normal operating activities and financial condition on a transaction-by-transaction basis, and then expressed written opinions on the fairness, compliance and fulfillment of internal approval procedures for the relevant related party transactions. I believe that the Company’s related party transactions all followed the principles of fairness, justice, voluntariness and good faith, complied with the provisions of relevant laws and regulations, the deliberation and voting procedures were legal and compliant, the transaction pricing was fair and reasonable, and there were no circumstances that would harm the interests of the Company and its shareholders, particularly minority shareholders.

(II) Plans of the Company or related parties to change or waive commitments

During my term of office in 2025, the Company and its related parties did not change or waive any commitments.

(III) Decisions and measures taken by the Board of Directors of an acquired listed company in response to the acquisition

During my term of office in 2025, the Company was not subject to any acquisition.

– 85 –

APPENDIX IB

THE REPORT OF THE INDEPENDENT DIRECTORS FOR 2025

(IV) Disclosure of financial information in financial accounting reports and periodic reports, and internal control evaluation reports

During my term of office in 2025, the Company strictly complied with the Securities Law, the Growth Enterprise Market Listing Rules for Shenzhen Stock Exchange, the Guidelines for Self-regulation of Listed Companies in Shenzhen Stock Exchange No.2 - Standardized Operations of Companies Listed on the Growth Enterprise Market and other laws, regulations and normative documents, as well as the Company’s Articles of Association, and prepared and disclosed the Annual Report for 2024, the Internal Control Self-assessment Report for 2024, the First Quarter Report for 2025 and the Semi-Annual Report for 2025 on time. The contents of these reports truthfully, accurately and completely reflected the Company’s actual situations, containing no false records, misleading statements or material omissions. The above reports were all deliberated and adopted by the Board of Directors, of which the Annual Report for 2024 was deliberated and adopted by the Company’s 2024 Annual Shareholders’ Meeting. The Company’s directors and senior management all expressed written confirmation opinions on these periodic reports, and the deliberation and voting procedures for the reports were legal and compliant.

Furthermore, I believe that the major matters deliberated by the Company during my term of office complied with the provisions of relevant laws and regulations, the Company’s deliberation and voting procedures were legal and compliant, and there were no circumstances that would harm the interests of the Company and its shareholders, particularly minority shareholders.

(V) Engagement of an accounting firm

On September 22, 2025, the Company convened the 37th meeting of the 2nd session of the Board of Directors, and on October 15, 2025, convened the 7th extraordinary shareholders’ meeting for 2025, which deliberated and adopted the Proposal on the Re-appointment of the Auditor for 2025, proposing to re-appoint Ernst & Young Hua Ming LLP as the Company’s auditor for the 2025 financial audit and internal control audit. As Chairman of the Audit Committee, I carefully reviewed the relevant information and expressed a clear opinion of agreement.

(VI) Appointment of financial officer of the listed company

During my term of office in 2025, the Company did not change its financial officer.

(VII) Changes in accounting policies or accounting estimates or correction of significant accounting errors for reasons other than changes in accounting standards

During my term of office in 2025, the Company did not change its accounting policies or accounting estimates or correct any significant accounting errors for reasons other than changes in accounting standards.

– 86 –

APPENDIX IB THE REPORT OF THE INDEPENDENT DIRECTORS FOR 2025

(VIII) Nomination or removal of directors, and appointment of senior management

On January 20, 2025, the Company convened the 26th meeting of the 2nd session of the Board of Directors, which deliberated and adopted the Proposal on the Appointment of the Secretary to the Board of Directors, agreeing to appoint Mr. Tang Huateng as Secretary to the Board of Directors, with a term from the date of approval by that board meeting until the expiry of the term of the 2nd session of the Board of Directors.

On April 1, 2025, the Company convened the 29th meeting of the 2nd session of the Board of Directors, which deliberated and adopted the Proposal on Electing Additional Independent Directors to the Second Session of the Board of Directors, agreeing to nominate Ms. Wong Sze Wing as a candidate for independent director of the Company, with a term from the date of approval by the 4th extraordinary shareholders’ meeting in 2025 and the listing and trading of the issued H shares on The Stock Exchange of Hong Kong Limited until the expiry of the term of the 2nd session of the Board of Directors.

On September 22, 2025, the Company convened the 37th meeting of the 2nd session of the Board of Directors, which deliberated and adopted the Proposal on the Resignation of an Independent Director Due to Expiry of Term and the Election of a Replacement Independent Director and the Proposal on Adjusting Members of Special Committees of the Second Session of the Board of Directors, agreeing to nominate Mr. Cao Feng and Mr. Hong Yuan as candidates for independent director of the Company, with a term from the date of approval by the 7th extraordinary shareholders’ meeting in 2025 until the expiry of the term of the 2nd session of the Board of Directors.

As a member of the Nomination, Remuneration and Appraisal Committee, I reviewed the qualifications of the above-mentioned senior management and independent directors. These relevant individuals all possessed the qualifications necessary for exercising their functions and powers. Their qualifications complied with the provisions of the Company Law of the People’s Republic of China, the Growth Enterprise Market Listing Rules for Shenzhen Stock Exchange, as well as other relevant laws, regulations and normative documents, and there were no circumstances of having been punished by the China Securities Regulatory Commission or the Shenzhen Stock Exchange. The relevant procedures for the Company’s appointment of senior management and election of independent directors complied with the Company Law and other relevant laws and regulations, as well as the relevant provisions of the Company’s Articles of Association, and the procedures were legal and valid.

(IX) Remuneration of directors and senior management

On April 10, 2025, the Company convened the 15th meeting of the 2nd session of the Board of Directors, which deliberated and adopted the Proposal on Confirming the Remuneration of the Company’s Senior Management for 2024 and Formulating the Remuneration Plan for 2025. As a member of the Nomination, Remuneration and Appraisal Committee, I carefully reviewed the relevant information and expressed a clear opinion of agreement to the proposal. On May 6, 2025, the Company’s 2024 annual shareholders’ meeting deliberated and adopted the Proposal on Confirming the

– 87 –

APPENDIX IB THE REPORT OF THE INDEPENDENT DIRECTORS FOR 2025

Remuneration of the Company’s Directors for 2024 and Formulating the Remuneration Plan for 2025. In 2025, the remuneration of the Company’s directors and senior management complied with the management provisions of the Company’s performance appraisal and remuneration systems, and was strictly distributed based on appraisal results; the remuneration plan was scientific and reasonable, consistent with industry remuneration levels and the Company’s actual situations; and there were no circumstances that would harm the interests of the Company and its shareholders, particularly minority shareholders.

(X) Equity incentive

On April 10, 2025, the Company convened the 30th meeting of the 2nd session of the Board of Directors, which deliberated and adopted the Proposal on Repurchasing and Canceling Part of the Restricted Shares under the 2022 Restricted Stock Incentive Plan. On June 12, 2025, the Company convened the 33rd meeting of the 2nd session of the Board of Directors, which deliberated and adopted the Proposal on Adjusting Prices of the Initial Grant and the Reserved Grant under the 2023 Restricted Stock Incentive Plan, the Proposal on the Satisfaction of the Vesting Conditions for the Second Vesting Period of the Initial Grant and the First Vesting Period of the Reserved Grant under the 2023 Restricted Stock Incentive Plan, and the Proposal on Cancellation of a Portion of Granted but Not Yet Vested Restricted Shares. With respect to the above matters, as a member of the Nomination, Remuneration and Appraisal Committee, I carefully reviewed the relevant information and expressed a clear opinion of agreement to them.

V. OVERALL EVALUATION AND SUGGESTIONS

During my term of office, I strictly complied with the Company Law, the Corporate Governance Guidelines for Listed Companies, the Measures for the Administration of Independent Directors of Listed Companies, other laws and regulations as well as the Company’s Articles of Association, performed my duties with loyalty and diligence, deliberated various proposals of the Company, actively participated in the Company’s decision-making, and engaged in thorough communication on relevant issues, with a view of promoting the Company’s development and standardized operations. Building on this foundation, I exercised my voting rights independently, objectively, and prudently based on my professional expertise, effectively safeguarding the legitimate rights and interests of the Company and its broad base of investors.

I formally stepped down on October 15, 2025 due to the expiry of my term, and no longer serve as an independent director of the Company’s Board of Directors or hold any related positions on various special committees.

In the end, I would like to express my sincere gratitude to the Company, its management and relevant staffs for their assistance and active cooperation during my term of office.

CNGR Advanced Material Co., Ltd. Independent Director: Cao Yue March 30, 2026

– 88 –

APPENDIX IIA

THE SPECIAL REPORT ON THE DEPOSIT AND USE OF PROCEEDS IN 2025

CNGR Advanced Material Co., Ltd. SPECIAL REPORT ON THE DEPOSIT AND USE OF PROCEEDS FOR 2025

In accordance with the Rules on the Regulation of Proceeds Raised by Listed Companies 《上市公司募集資金監管規則》( ), the Self-regulatory Guidelines for Listed Companies No. 2 of the Shenzhen Stock Exchange Standardised Operation of Listed Companies on the ChiNext Market 《深圳證券交易所上市公司自律監管指引第( 2號－創業板上市公司規範運作》) and related announcement format requirements, as well as the Measures for Management of Proceeds 《募集資金管理辦法》( ) and other relevant regulations, CNGR Advanced Material Co., Ltd. (hereinafter referred to as the “Company” or “our Company”) has prepared the Special Report on the Deposit and Use of Proceeds for 2025. The details are as follows:

I. BASIC INFORMATION ON PROCEEDS

(I) The Actual Proceeds and the Fund Availability

1. The Proceeds from the Issuance of Shares to Specific Investors in 2021

Approved by China Securities Regulatory Commission with the document of ZJXK [2021] No. 3319 (中國證券監督管理委員會證監許可 [2021]3319號文), the Company issued 36,023,053 RMB ordinary shares (A Shares) to specific investors, with a par value of RMB1 per share and an issue price of RMB138.80 per share. The total gross proceeds amounted to RMB4,999,999,756.40. After deducting such issuance expenses (excluding tax) of RMB46,949,650.05, the net proceeds from were RMB4,953,050,106.35.

The above proceeds were fully received on November 17, 2021 and were verified by Baker Tilly China Certified Public Accountants (Special General Partnership) and confirmed in its Capital Verification Report (Tian Zhi Ye Zi [2021] No. 43546).

2. The Proceeds from the Issuance of Shares to Specific Investors in 2022

Approved by China Securities Regulatory Commission with the document of ZJXK [2022] No. 2140 (中國證券監督管理委員會證監許可 [2022]2140號文), the Company issued 60,966,688 RMB ordinary shares (A Shares) to specific investors, with a par value of RMB1 per share and an issue price of RMB70.65 per share. The total gross proceeds amounted to RMB4,307,296,507.20. After deducting issuance expenses (excluding tax) of RMB34,425,440.28, the net proceeds from were RMB4,272,871,066.92.

The above proceeds were fully received on November 17, 2022 and were verified by Baker Tilly China Certified Public Accountants (Special General Partnership) and confirmed in its Capital Verification Report (Tian Zhi Ye Zi [2022] No. 44942).

– 89 –

APPENDIX IIA

THE SPECIAL REPORT ON THE DEPOSIT AND USE OF PROCEEDS IN 2025

(II) Utilization and Balance of the Proceeds

1. The Issuance of Shares to Specific Investors in 2021

As of December 31, 2025, the utilization and balance of the proceeds from the Issuance of Shares to Specific Investors in 2021 of the Company are as follows:

Item	Amount
	(RMB0’000)
Gross proceeds	499,999.98
Less: Issuance expenses	4,694.97
Net proceeds	495,305.01
Add: Unreplaced issuance expenses	102.90
Add: Income from wealth management products	–
Add: Interest income	578.52
Less: Direct investment in the investment projects
funded by proceeds (excluding issuance
expenses paid)	495,978.65
Less: Bank charges	7.78
Balance of the special account for proceeds as of
December 31, 2025	–

2. The Issuance of Shares to Specific Investors in 2022

As of December 31, 2025, the utilization and balance of the proceeds from the Issuance of Shares to Specific Investors in 2022 of the Company are as follows:

Item	Amount
	(RMB0’000)
Gross proceeds	430,729.65
Less: Issuance expenses	3,442.54
Net proceeds	427,287.11
Add: Unreplaced issuance expenses	–
Add: Income from wealth management products	–
Add: Interest income	195.74
Less: Direct investment in the investment projects
funded by proceeds (excluding issuance
expenses paid)	427,462.59
Less: The permanent replenishment of the
working capital with proceeds	0.81
Less: Bank charges	19.45
Balance of the special account for proceeds as of
December 31, 2025	–

– 90 –

APPENDIX IIA

THE SPECIAL REPORT ON THE DEPOSIT AND USE OF PROCEEDS IN 2025

II. DEPOSIT AND MANAGEMENT OF PROCEEDS

(I) Management of Proceeds

With a view to regulating the management and use of the proceeds, improving the efficiency and effectiveness of the use of proceeds and protecting the investors’ interests, the Company formulated the Proceeds Management System 《募集資金管( 理制度》) pursuant to the Securities Law of the PRC 《中華人民共和國證券法》( ), the Rules on the Regulation of Proceeds Raised by Listed Companies 《上市公司募集資( 金監管規則》), the Rules of the Listing of Stocks on the ChiNext Market of the Shenzhen Stock Exchange 《深圳證券交易所創業板股票上市規則》( ), the Self-regulatory Guidelines for Listed Companies No. 2 of the Shenzhen Stock Exchange Standardised Operation of Listed Companies on the ChiNext Market 《深圳證券交易所上市公司自律監管指引第( 2號－創業板上市公司規範運作》) and other relevant laws, regulations and normative documents.

(II) Supervision Agreements for the Proceeds

1. The Issuance of Shares to Specific Investors in 2021

The Company has opened special bank accounts designated for the deposit of proceeds. In December 2021, the Company entered into Tripartite Supervision Agreements for the Proceeds with its sponsor, Huatai United Securities Co., Ltd. and the banks in which the proceeds were deposited, including China Construction Bank Corporation, Shaodong Branch, China Construction Bank Corporation, Qinzhou Port Area Branch, China Construction Bank Corporation, Changsha Xingxiang Branch, Industrial Bank Co., Ltd., Changsha Branch, Industrial Bank Co., Ltd., Qinzhou Branch, Bank of China Limited, Ningxiang Branch, Bank of China, Guangxi Pilot Free Trade Zone Qinzhou Port Area Branch, Agricultural Bank of China Limited, Changsha Furong Middle Road Branch, Bank of Changsha Co., Ltd., Bank of Communications Co., Ltd., Changsha Shawan Road Branch, Guangxi Beibu Gulf Bank Co., Ltd., Guangxi Pilot Free Trade Zone Qinzhou Port Area Branch, Guilin Bank Co., Ltd., Qinzhou Branch, Agricultural Bank of China Limited, Tongren Branch, Industrial and Commercial Bank of China, Changsha Simenkou Branch, Industrial and Commercial Bank of China, Tongren Jiulong Branch, China Everbright Bank Company Limited, Changsha Xinsheng Branch, CITIC, Business Department of Changsha Branch, Huarong Xiangjiang Bank Corporation Limited, China Construction Bank Corporation, Tongren Branch, Bank of China Limited, Tongren Branch, China Minsheng Banking Corp., Ltd., Changsha Branch, and China Minsheng Banking Corp., Ltd., Business Department of Guiyang Branch, respectively, specifying the rights and obligations of each party.

– 91 –

APPENDIX IIA

THE SPECIAL REPORT ON THE DEPOSIT AND USE OF PROCEEDS IN 2025

2. The Issuance of Shares to Specific Investors in 2022

The Company has opened special bank accounts designated for the deposit of proceeds. In December 2022, the Company entered into Tripartite Supervision Agreements for the Proceeds with its sponsor, Huatai United Securities Co., Ltd. and the banks in which the proceeds were deposited, including China Minsheng Banking Corp., Ltd., Business Department of Changsha Branch, Industrial and Commercial Bank of China, Changsha Simenkou Branch, China Construction Bank Corporation, Guiyang Guanshanhu Branch, Agricultural Bank of China Limited, Tongren Branch, Bank of China Limited, Tongren Branch, PT Bank Mandiri (Persero) Tbk. KC Morowali Bahodopi, and Bank of China (Hong Kong) Limited Cabang Jakarta, respectively, specifying the rights and obligations of each party.

(III) Deposits in Special Proceeds Accounts

1. The Issuance of Shares to Specific Investors in 2021

As of December 31, 2025, the deposits of the proceeds from the Issuance of Shares to Specific Investors in 2021 are as follows:

			Balance of
			proceeds as of
			December 31,	Name of projects
Name of Account	Name of Bank	Account No.	2025	funded by the proceeds	Note
			(RMB)
Guangxi Zhongwei	China Construction Bank	43050165710809111111	–	Guangxi Zhongwei New	Cancelled
New Energy	Corporation, Shaodong Branch			Energy Technology
Technology	China Construction Bank	45050165985100001321	–	Company Limited	Cancelled
Company	Corporation, Qinzhou Port Area			Beibu Gulf industrial
Limited	Branch			base ternary project
	China Construction Bank	43050110192200000531	–	phase I	Cancelled
	Corporation, Changsha Xingxiang
	Branch
	Industrial Bank Co., Ltd., Changsha	368020100100200543	–		Cancelled
	Dongtang Branch
	Industrial Bank Co., Ltd., Qinzhou	554010100100312174	–		Cancelled
	Branch
	Bank of China Limited, Ningxiang	597677828166	–		Cancelled
	Branch
	Bank of China, Guangxi Pilot Free	613282269981	–		Cancelled
	Trade Zone Qinzhou Port Area
	Branch
	Agricultural Bank of China Limited,	18075901040023573	–		Cancelled
	Changsha Furong Middle Road
	Branch

– 92 –

APPENDIX IIA

THE SPECIAL REPORT ON THE DEPOSIT AND USE OF PROCEEDS IN 2025

			Balance of
		proceeds as of
			December 31,	Name of projects
Name of Account	Name of Bank	Account No.	2025	funded by the proceeds	Note
			(RMB)
	Business Department of Bank of	810000331133000001	–		Cancelled
	Changsha Co., Ltd.
	Bank of Communications Co., Ltd.,	431706888013001330751	–		Cancelled
	Changsha Shawan Road Branch
	Guangxi Beibu Gulf Bank Co., Ltd.,	805028173688888	–		Cancelled
	Guangxi Pilot Free Trade Zone
	Qinzhou Port Area Branch
	Guilin Bank Co., Ltd., Qinzhou	660000015642300015	–		Cancelled
	Branch
	China Construction Bank	45050117498800000384	–
	Corporation, Qinzhou Branch
CNGR Advanced	Agricultural Bank of China Limited,	23711001040013144	–	The replenishment of	Cancelled
Material Co., Ltd.	Tongren Branch			the working capital
	Industrial and Commercial Bank of	2408060129200170421	–	projects	Cancelled
	China, Tongren Jiulong Branch
	China Construction Bank	52050168663600001125	–		Cancelled
	Corporation, Yuping Branch
	Bank of China Limited, Tongren	133073064397	–		Cancelled
	Branch
	China Minsheng Banking Corp.,	633483660	–		Cancelled
	Ltd., Business Department of
	Guiyang Branch
Hunan Zhongwei	Industrial and Commercial Bank of	1901004029200084119	–		Cancelled
New Energy	China, Changsha Simenkou
Technology	Branch
Company	China Everbright Bank Company	78840188000166852	–		Cancelled
Limited	Limited, Changsha Xinsheng
	Branch
	CITIC, Business Department of	8111601012300558994	–		Cancelled
	Changsha Branch
	Business Department of Bank of	89010309000193557	–		Cancelled
	Hunan Corporation Limited
	China Minsheng Banking Corp.,	633965635	–		Cancelled
	Ltd., Changsha Branch
	Total		–

– 93 –

APPENDIX IIA

THE SPECIAL REPORT ON THE DEPOSIT AND USE OF PROCEEDS IN 2025

2. The Issuance of Shares to Specific Investors in 2022

As of December 31, 2025, the deposits of the proceeds from the Issuance of Shares to Specific Investors are as follows:

			Balance of
			proceeds as of
			December 31,	Name of projects
Name of Account	Name of Bank	Account No.	2025	funded by the proceeds	Note
			(RMB)
Guizhou Zhongwei	Industrial Bank Co., Ltd., Changsha	368150100100310643	–	Guizhou Kaiyang Base	Cancelled
Xingyang Energy	Furong Middle Road Branch			200,000 tonnes per
Storage	Industrial and Commercial Bank of	1901004019200108308	–	annum iron	Cancelled
Technology	China, Changsha Simenkou			phosphate project
Company	Branch
Limited
Zhongqing New	Mandiri Bursa Efek Jakarta Branch	1510067999992	–	Indonesia Base nickel	Cancelled
Energy Company	Bank of China – JAKARTA BRANCH	100000901043392	–	laterite mines	Cancelled
Limited (中青新				smelting 60,000 metal
能源有限公司)				tonnes per annum
				high-grade nickel
				matte project
Guizhou Zhongwei	China Construction Bank	52050111110800001958	–	The replenishment of	Cancelled
New Material	Corporation, Guiyang			the working capital
Company	Guanshanhu Branch			projects
Limited
CNGR Advanced	Agricultural Bank of China Limited,	23711001040014357	–		Cancelled
Material Co., Ltd.	Tongren Branch
	Bank of China Limited, Tongren	132076910754	–		Cancelled
	Branch
	Total		–

– 94 –

APPENDIX IIA

THE SPECIAL REPORT ON THE DEPOSIT AND USE OF PROCEEDS IN 2025

III. ACTUAL USE OF PROCEEDS FOR THE YEAR

(I) Use of Proceeds from the Projects Funded by the Proceeds

For details, please refer to “Annex 1: Breakdown of the Use of the Proceeds from the Issuance of Shares to Specific Investors in 2021” and “Annex 2: Breakdown of the Use of the Proceeds from the Issuance of Shares to Specific Investors in 2022”.

(II) Changes in the Implementation Location and Methods of the Projects Funded by the Proceeds

During the year, there are no changes in the implementation location and methods of the projects funded by the proceeds of the Company.

(III) The Initial Investment and Replacement of the Projects Funded by the Proceeds

During the year, the Company has no initial investment and replacement of the projects funded by the proceeds.

(IV) Temporary Replenishment of Working Capital by Using Idle Proceeds

During the year, the Company did not use temporarily idle proceeds to replenish working capital.

(V) The Use of Surplus Proceeds

As of December 31, 2025, all projects funded by the proceeds of the Company were completed. Among them, the “Indonesia Base nickel laterite mines smelting 60,000 metal tonnes per annum high-grade nickel matte project” had surplus funds of RMB8,102.53, which the Company has used for permanent replenishment of working capital.

According to Article 6.3.6 of the Self-regulatory Guidelines for Listed Companies No. 2 of the Shenzhen Stock Exchange Standardised Operation of Listed Companies on the ChiNext Market 《深圳證券交易所上市公司自律監管指引第( 2號－創業板上市公司規範運作》), after the completion of a single or all projects funded by the proceeds by a listed company, if the surplus proceeds (including interest income) are used for other purposes, and the amount is less than RMB5 million and less than 5% of the net proceeds for that project, the matter may be exempted from review by the Board, and its usage shall be disclosed in the annual report. Therefore, the Company’s use of the aforementioned surplus funds to replenish working capital is not required to be submitted to the Board or the Shareholders’ Meeting for deliberation, nor is it required to have the sponsor’s opinion expressed.

(VI) The Use of Oversubscription Proceeds

The Company has no oversubscription proceeds.

– 95 –

APPENDIX IIA

THE SPECIAL REPORT ON THE DEPOSIT AND USE OF PROCEEDS IN 2025

(VII) Use and whereabouts of Unutilized Proceeds

As of December 31, 2025, all projects funded by the proceeds of the Company were completed, and the proceeds have been fully utilized.

(VIII) Other Issues in the Use of Proceeds

On December 27, 2024, the Proposal on Adjusting the Total Investment Amount and Implementation Content of Certain Projects Funded by the Proceeds* 《關於部分募投項目調整投資總額及實施內容的議案》( ) was considered at the 25th meeting of the second session of the Board and the 21th meeting of the second session of the Supervisory Committee for the Company and was considered and approved at the 2025 first extraordinary general meeting on January 13, 2025 to adjust the total investment amount and implementation content of the “Guangxi Zhongwei New Energy Technology Company Limited Beibu Gulf industrial base ternary project phase I”. Before the adjustment, the total investment amount was RMB5,990,000,000, with a planned use of proceeds of RMB3,500,000,000; after the adjustment, the total investment amount is RMB5,532,394,800, with a planned use of proceeds of RMB3,419,147,100. The proceeds previously used for the construction of part of the production lines in the sixth ternary precursor production workshop of the project, amounting to RMB80,852,900 and the corresponding interest, will be replaced by the implementing entity with its own funds and returned to the special proceeds account, then changed to be used for permanent replenishment of working capital. As of December 31, 2025, this replacement had not yet been completed. As of the signing date of this report, the Company has used its own funds to return a total of RMB81,107,400, comprising the aforementioned proceeds and corresponding interest, to the special account for replacement, and has completed the permanent replenishment of working capital.

For details, please refer to “Annex 3: Breakdown of Changes in the Proceeds Investment Projects from the Issuance of Shares to Specific Investors in 2021”.

IV. CHANGE IN USE OF PROCEEDS FOR PROJECTS FUNDED BY THE PROCEEDS

During the year, apart from the changes in total investment amount and implementation content of certain projects funded by the proceeds as mentioned above, there was no other changes in use of proceeds for projects funded by the proceeds by the Company.

V. ISSUES IN THE USE AND DISCLOSURE OF PROCEEDS

In 2025, the Company has disclosed the use and deposit of proceeds in accordance with the provisions the Rules on the Regulation of Proceeds Raised by Listed Companies 《上市公司募集資金監管規則》( ), the Self-regulatory Guidelines for Listed Companies No. 2 of the Shenzhen Stock Exchange Standardised Operation of Listed Companies on the ChiNext Market 《深圳證券交易所上市公司自律監管指引第( 2號－創業板上市公司規範運作》) and the Proceeds Management System 《募集資金管理制度》( ) of the Company in a timely, true, accurate and complete manner. The Company has faithfully fulfilled its disclosure obligations regarding the use and progress of the proceeds, and there was no non-compliance.

– 96 –

APPENDIX IIA

THE SPECIAL REPORT ON THE DEPOSIT AND USE OF PROCEEDS IN 2025

VI. OPINIONS ISSUED BY THE ACCOUNTANT ON THE ANNUAL DEPOSIT AND USE OF PROCEEDS

Ernst & Young Hua Ming LLP issues Verification Report on the Deposit and Use of Proceeds (Ernst & Young Hua Ming (2026) Zhuan Zi No. 70059089_G03) (《募集資金存放與使用情況鑒證報告》（安永華明（2026）專字第70059089_G03號）), stating that the Special Report of Proceeds of CNGR Advanced Material Co., Ltd. has been prepared in accordance with the Rules on the Regulation of Proceeds Raised by Listed Companies 《上市公司募集資金監管規則》( ), the Self-regulatory Guidelines for Listed Companies No. 2 of the Shenzhen Stock Exchange Standardised Operation of Listed Companies on the ChiNext Market 《深圳證券交易所上市公司自律監管指引第( 2號－創業板上市公司規範運作》) and related format guidelines, and truly reflects the deposit, management and use of the proceeds of CNGR Advanced Material Co., Ltd. in 2025 in all material respects.

VII. VERIFICATION OPINION OF THE SPONSOR, HUATAI UNITED SECURITIES CO., LTD.

After verification, the sponsor is of the view that the deposit and use of the proceeds of the Company in 2025 comply with the requirement of the Rules on the Regulation of Proceeds Raised by Listed Companies 《上市公司募集資金監管規則》( ), the Rules of the Listing of Stocks on the ChiNext Market of the Shenzhen Stock Exchange 《深圳證券交易( 所創業板股票上市規則》), the Self-regulatory Guidelines for Listed Companies No. 2 of the Shenzhen Stock Exchange Standardised Operation of Listed Companies on the ChiNext Market 《深圳證券交易所上市公司自律監管指引第( 2號－創業板上市公司規範運作》) and other relevant laws, regulations and normative documents.

The Board of CNGR Advanced Material Co., Ltd. March 31, 2026

– 97 –

APPENDIX IIA

THE SPECIAL REPORT ON THE DEPOSIT AND USE OF PROCEEDS IN 2025

Breakdown of the Use of the Proceeds from the Issuance of Shares to Specific Investors in 2021	Unit: RMB0’000	Total proceeds 495,305.01 Total proceeds invested during the year –	Total proceeds with changes in the use during the Reporting Period 8,085.29_(Note 1)_ Total cumulative proceeds invested 495,978.65	Total cumulative proceeds with changes in the use 8,085.29_(Note 1)_	Proportion of total cumulative proceeds with changes in the use 1.62%	Difference	between the	cumulative	amount	invested as	Whether the of the end of	project has the period Progress of	been Cumulative and the investment Date on Whether the	changed Total Total Amount amount committed as of the end which the Benefits Whether the feasibility of	(including committed investment invested invested as investment of the period project is achieved expected the project	partial investment after during the of the end of amount (%) ready for its during the benefits are has changed	Committed investment project change) of proceeds adjustment(1) year the period(2) (3)=(2)-(1) (4)=(2)/(1) intended use year achieved significantly	Guangxi Zhongwei New Energy No 350,000.00 341,914.71 – 350,539.15 8,624.44 102.52 December 31, 85,961.53 Yes No	Technology Company Limited 2024	Beibu Gulf industrial base ternary	project phase I	The replenishment of the working No 150,000.00 153,390.30 – 145,439.50 –7,950.80 94.82 N/A N/A N/A No	capital projects	Total 500,000.00 495,305.01 – 495,978.65 673.64	(Note 2)

– 98 –

APPENDIX IIA

THE SPECIAL REPORT ON THE DEPOSIT AND USE OF PROCEEDS IN 2025

Circumstances and reasons for not meeting the planned N/A	progress or expected revenue (by specific projects)	Description of significant changes in project feasibility No material changes in project feasibility	The amount, use and progress of oversubscription N/A	proceeds	Changes in the implementation location and methods of None	the projects funded by the proceeds	The initial investment and replacement of the projects None	funded by the proceeds	Temporary replenishment of working capital by using None	idle proceeds	The amount and reasons for surplus proceeds arising N/A	from project implementation	Use and whereabouts of unutilized proceeds None	Issues or other matters in the use and disclosure of None	proceeds	Note 1: On December 27, 2024 and January 13, 2025, the adjustment the total investment amount and implementation content of the “Guangxi Zhongwei New Energy	Technology Company Limited Beibu Gulf industrial base ternary project phase I” was considered and approved at the Board Meeting and Shareholders’ Meeting	of the Company. Due to the reduction in the total investment amount, the proceeds previously used for the construction of part of the production lines in the sixth	ternary precursor production workshop of the project, amounting to RMB80,852,900 and the corresponding interest, are replaced by the implementing entity with	its own funds and returned to the special proceeds account, then changed to be used for permanent replenishment of working capital. As of December 31, 2025,	this replacement had not yet been completed. As of the issuing date of the verification opinion, the Company has used its own funds to return a total of	RMB81,107,400, comprising the aforementioned proceeds and corresponding interest, to the special account for replacement, and has completed the permanent	replenishment of working capital.	Note 2: Difference of RMB6,736,400 between actual investment amount and committed investment amount after fund-raising is attributable to:	(1) The Company invested the interest generated from deposits in the proceeds account, net of bank charges, into the projects funded by the proceeds,	resulting in an additional actual investment of RMB5,707,400;	(2) Unreplaced issuance expenses resulted in an additional actual investment of RMB1,029,000.

– 99 –

APPENDIX IIA

THE SPECIAL REPORT ON THE DEPOSIT AND USE OF PROCEEDS IN 2025

Breakdown of the Use of the Proceeds from the Issuance of Shares to Specific Investors in 2022	Unit: RMB0’000	Total proceeds 427,287.11 Total proceeds invested during the year 0.36 Total proceeds with changes in the use during the Reporting Period – Total cumulative proceeds invested 427,462.59 Total cumulative proceeds with changes in the use – Proportion of total cumulative proceeds with changes in the use –	Difference	between the	cumulative	amount	invested as	Whether the of the end of	project has the period Progress of	been Cumulative and the investment Date on Whether the	changed Total Total Amount amount committed as of the end which the Benefits Whether the feasibility of	(including committed investment invested invested as investment of the period project t is achieved expected the project	Committed investment project partial change) investment of proceeds after adjustment(1) during the year of the end of the period(2) amount (3)=(2)-(1) (%) (4)=(2)/(1) ready for its intended use during the year benefits are achieved has changed significantly	Indonesia Base nickel laterite mines smelting 60,000 metal tonnes per annum high-grade nickel matte No 250,000.00 182,114.11 0.36 182,126.36 12.25 100.01 September 30, 2025 9,355.53 N/A_(Note 2)_ No	project Guizhou Western Base 80,000 metal No 65,000.00 17,788.42 – 17,788.42 – 100.00 December 31, 6,584.60 No_(Note 3)_ No	tonnes per annum nickel sulfate 2023	project Guangxi Southern Base 80,000 metal tonnes per annum high-grade nickel matte project No 56,000.00 21,198.58 – 21,198.58 – 100.00 November 30, 2023 22,813.56 Yes No Guizhou Kaiyang Base 200,000 tonnes per annum iron phosphate No 97,500.00 78,000.00 – 78,145.80 145.80 100.19 September 30, 2024 (11,247.14) No_(Note 4)_ No	project The replenishment of the working capital projects No 199,500.00 128,186.00 – 128,203.43 17.43 100.01 N/A N/A N/A No	Total 668,000.00 427,287.11 0.36 427,462.59 175.48	(Note 1)

– 100 –

APPENDIX IIA

THE SPECIAL REPORT ON THE DEPOSIT AND USE OF PROCEEDS IN 2025

Circumstances and reasons for not meeting the planned Note 2: The Indonesia Base nickel laterite mines smelting 60,000 metal tonnes per annum high-grade nickel matte project has not yet reached the statistical	progress or expected revenue (by specific projects) point of being in operation for a full year.	Note 3: The benefits achieved in 2025 by the Guizhou Western Base 80,000 metal tonnes per annum nickel sulfate project were lower than the committed	benefits after reaching full production, primarily due to the decrease in the price of nickel sulfate in 2025. The Company adjusted its raw material	structure in consideration of overall operating efficiency, resulting in the project’s output not meeting expectations.	Note 4: The benefits achieved in 2025 by the Guizhou Kaiyang Base 200,000 tonnes per annum iron phosphate project were lower than the committed benefits	after reaching full production, primarily because 2025 is the first year of the production operation period, during which the project is in the capacity	ramp-up stage and has not yet reached full production, with a reduction in losses compared to the same period last year.	Description of significant changes in project feasibility No material changes in project feasibility	The amount, use and progress of oversubscription N/A	proceeds	Changes in the implementation location and methods of None	the projects funded by the proceeds	The initial investment and replacement of the projects None	funded by the proceeds	Temporary replenishment of working capital by using None	idle proceeds	The amount and reasons for surplus proceeds arising As of December 31, 2025, all projects funded by the proceeds of the Company were completed. Among them, the “Indonesia Base nickel laterite mines smelting	from project implementation 60,000 metal tonnes per annum high-grade nickel matte project” had surplus funds of RMB8,100.00, which the Company has used for permanent	replenishment of working capital.	Use and whereabouts of unutilized proceeds None	Issues or other matters in the use and disclosure of None	proceeds	Note 1: Difference of RMB1,754,800 between actual investment amount and committed investment amount after fund-raising is attributable to:	(1) The Company invested the interest generated from deposits in the proceeds account, into the projects funded by the proceeds, resulting in an additional	actual investment of RMB1,762,900;	(2) The Company has used the surplus funds in proceeds account for permanent replenishment of working capital, resulting in a decrease in actual	investment of RMB8,100.

– 101 –

APPENDIX IIA

THE SPECIAL REPORT ON THE DEPOSIT AND USE OF PROCEEDS IN 2025

Breakdown of Changes in the Proceeds Investment Projects from the Issuance of Shares to Specific Investors in 2021	Unit: RMB0’000	Whether the	Total proposed Cumulative Progress of feasibility of	investment of amount investment as Date on which Whether the the changed	proceeds in the Actual amount invested as of of the end of the project t is Benefits expected project has	Changed project Corresponding original committed project changed project(1) invested during the year the end of the period(2) the period (%) (3)=(2)/(1) ready for its intended use achieved during the year benefits are achieved changed significantly	Guangxi Zhongwei New Guangxi Zhongwei New Energy 341,914.71 – 350,539.15 102.52 December 31, 85,961.53 Yes No	Energy Technology Technology Company Limited 2024	Company Limited Beibu Beibu Gulf industrial base	Gulf industrial base ternary project phase I	ternary project phase I	The replenishment of the The replenishment of the 153,390.30 – 145,439.50 94.82 N/A N/A N/A No	working capital projects working capital projects	Total 495,305.01 – 495,978.65		Description of reasons for the change, decision-making On December 27, 2024 and January 13, 2025, the adjustment the total investment amount and implementation content of the “Guangxi Zhongwei New	procedures and information disclosure (by specific projects) Energy Technology Company Limited Beibu Gulf industrial base ternary project phase I” was considered and approved at the Board Meeting and	Shareholders’ Meeting of the Company. Due to the reduction in the total investment amount, the proceeds previously used for the construction of part	of the production lines in the sixth ternary precursor production workshop of the project, amounting to RMB80,852,900 and the corresponding interest,	are replaced by the implementing entity with its own funds and returned to the special proceeds account, then changed to be used for permanent	replenishment of working capital. As of December 31, 2025, this replacement had not yet been completed. As of the issuing date of the verification	opinion, the Company has used its own funds to return a total of RMB81,107,400, comprising the aforementioned proceeds and corresponding interest,	to the special account for replacement, and has completed the permanent replenishment of working capital.	Circumstances and reasons for not meeting the planned N/A	progress or expected revenue (by specific projects)	Description of significant changes in changed project None	feasibility

– 102 –

APPENDIX IIB

VERIFICATION REPORT ON THE DEPOSIT AND USE OF PROCEEDS

Verification Report on the Deposit and Use of Proceeds

AYHM (2026) ZZ No.70059089_G03 CNGR Advanced Material Co., Ltd.

To the Board of Directors of CNGR Advanced Material Co., Ltd.:

We have accepted the engagement to verify the accompanying special report on the deposit and use of proceeds for the year of 2025 of CNGR Advanced Material Co., Ltd. (the “ Special Report on Proceeds ”). The preparation of the Special Report on Proceeds in accordance with the Regulations on the Supervision of Proceeds by Listed Companies, the Guidelines for Self-regulation of Listed Companies in Shenzhen Stock Exchange No.2 – Standardized Operations of Companies Listed on the Growth Enterprise Market, and relevant format guidelines, and ensuring that its contents are true, accurate and complete, as well as free from false records, misleading statements or material omissions, is the responsibility of the Board of Directors of CNGR Advanced Material Co., Ltd. Our responsibility is to express an independent verification opinion on the Special Report on Proceeds based on the performance of our verification work.

We performed our verification engagement in accordance with the Other Verification Engagement Standards for Chinese Certified Public Accountants No.3101 – Verification Engagements Other Than Audits or Reviews of Historical Financial Information. That standard requires that we plan and perform the engagement to obtain reasonable assurance as to whether the Special Report on Proceeds is free from material misstatement. In performing our verification work, we performed procedures including understanding, sampling, checking and such other procedures as we considered necessary. We believe that our verification work provides a reasonable basis for our opinion.

In our opinion, the Special Report on Proceeds of CNGR Advanced Material Co., Ltd. has been prepared, in all material respects, in accordance with the Regulations on the Supervision of Proceeds by Listed Companies, the Guidelines for Self-regulation of Listed Companies in Shenzhen Stock Exchange No.2 - Standardized Operations of Companies Listed on the Growth Enterprise Market, and relevant format guidelines, and fairly reflects the deposit and use of proceeds by CNGR Advanced Material Co., Ltd. for the year of 2025.

This Report is intended solely for use by CNGR Advanced Material Co., Ltd. in disclosing its 2025 annual report and is not suitable for any other purpose.

– 103 –

APPENDIX IIB

VERIFICATION REPORT ON THE DEPOSIT AND USE OF PROCEEDS

Verification Report on the Deposit and Use of Proceeds (Continued)

AYHM (2026) ZZ No.70059089_G03 CNGR Advanced Material Co., Ltd.

(No body text on this page)

Ernst & Young Hua Ming LLP

Chinese CPA: Wang Shijie

Chinese CPA: Liang Jiali

Beijing, China

March 30, 2026

– 104 –

APPENDIX IIB

VERIFICATION REPORT ON THE DEPOSIT AND USE OF PROCEEDS

Special Report on the Deposit and Use of Proceeds for the Year of 2025

In accordance with the Regulations on the Supervision of Proceeds by Listed Companies, the Guidelines for Self-regulation of Listed Companies in Shenzhen Stock Exchange No.2 - Standardized Operations of Companies Listed on the Growth Enterprise Market, relevant announcement format requirements, as well as the Measures for the Management of Proceeds and other relevant regulations, CNGR Advanced Material Co., Ltd. (the “ Company ” or “ our Company ”) has prepared this Special Report on the Deposit and Use of Proceeds for the year of 2025. The details are as follows:

I. BASIC INFORMATION ON PROCEEDS

(i) Actual amount of proceeds and status of fund receipt

1. Proceeds from the issuance of shares to specific objects in 2021

The above proceeds were fully received on November 17, 2021, as verified by Baker Tilly China Certified Public Accountants (Special General Partnership) and certified in the Capital Verification Report numbered TZYZ [2021] No.43546 issued by the firm.

2. Proceeds from the issuance of shares to specific objects in 2022

The above proceeds were fully received on November 17, 2022, as verified by Baker Tilly China Certified Public Accountants (Special General Partnership) and certified in the Capital Verification Report numbered TZYZ [2022] No.44942 issued by the firm.

– 105 –

APPENDIX IIB

VERIFICATION REPORT ON THE DEPOSIT AND USE OF PROCEEDS

(ii) Use of proceeds and balance status

1. Shares issued to specific objects in 2021

As at December 31, 2025, the use and balance status of the proceeds from the 2021 share issuance to specific objects by the Company is as follows:

Item	Amount
	(RMB0’000)
Total proceeds	499,999.98
Less: Issuance expenses	4,694.97
Net proceeds	495,305.01
Add: Unreplaced issuance expenses	102.90
Add: Income on wealth management products	–
Add: Interest income	578.52
Less: Direct investment in fund-raising
investment projects (excluding paid issuance
expenses)	495,978.65
Less: Bank charges	7.78
Balance of proceeds in the special account as at
December 31, 2025	–

2. Shares issued to specific objects in 2022

As at December 31, 2025, the use and balance status of the proceeds from the 2022 share issuance to specific objects by the Company is as follows:

Item	Amount
	(RMB0’000)
Total proceeds	430,729.65
Less: Issuance expenses	3,442.54
Net proceeds	427,287.11
Add: Unreplaced issuance expenses	–
Add: Income on wealth management products	–
Add: Interest income	195.74
Less: Direct investment in fund-raising
investment projects (excluding paid issuance
expenses)	427,462.59
Less: Permanent working capital replenished with
proceeds	0.81
Less: Bank charges	19.45
Balance of proceeds in the special account as at
December 31, 2025	–

– 106 –

APPENDIX IIB

VERIFICATION REPORT ON THE DEPOSIT AND USE OF PROCEEDS

II. DEPOSIT AND MANAGEMENT OF PROCEEDS

(i) Management of proceeds

In order to regulate the management and use of proceeds, improve the efficiency and effectiveness of fund utilization, as well as protect the rights and interests of investors, the Company has formulated the Measures for the Management of Proceeds pursuant to the Securities Law of the People’s Republic of China, the Regulations on the Supervision of Proceeds by Listed Companies, the Growth Enterprise Market Listing Rules for Shenzhen Stock Exchange, the Guidelines for Self-regulation of Listed Companies in Shenzhen Stock Exchange No.2 - Standardized Operations of Companies Listed on the Growth Enterprise Market, as well as other relevant laws, regulations and normative documents.

(ii) Status of supervision agreements for proceeds

1. Shares issued to specific objects in 2021

The Company has opened special bank accounts for the deposit of proceeds on a separate account basis. In December 2021, the Company, together with the sponsor Huatai United Securities Co., Ltd., and the banks where the proceeds were deposited, including China Construction Bank Corporation Shaodong Sub-branch, China Construction Bank Corporation Qinzhou Port Area Sub-branch, China Construction Bank Corporation Changsha Xingxiang Sub-branch, Industrial Bank Co., Ltd. Changsha Branch, Industrial Bank Co., Ltd. Qinzhou Sub-branch, Bank of China Limited Ningxiang Sub-branch, Bank of China Guangxi Free Trade Zone Qinzhou Port Area Sub-branch, Agricultural Bank of China Limited Changsha Furong Middle Road Sub-branch, Bank of Changsha Co., Ltd., Bank of Communications Co., Ltd. Changsha Shawan Road Sub-branch, Bank of Guangxi Beibu Gulf Co., Ltd. Guangxi Free Trade Experimental Zone Qinzhou Port Area Sub-branch, Guilin Bank Co., Ltd. Qinzhou Branch, Agricultural Bank of China Limited Tongren Branch, Industrial and Commercial Bank of China Limited Changsha Simenkou Sub-branch, Industrial and Commercial Bank of China Limited Tongren Jiulong Sub-branch, China Everbright Bank Co., Ltd. Changsha Xinsheng Sub-branch, China CITIC Bank Limited Changsha Branch Business Department, Huarong Xiangjiang Bank Co., Ltd., China Construction Bank Corporation Tongren Sub-branch, Bank of China Limited Tongren Branch, China Minsheng Bank Co., Ltd. Changsha Branch, and China Minsheng Bank Co., Ltd. Guiyang Branch Business Department, respectively concluded the Tripartite Supervision Agreement on Proceeds, specifying the rights and obligations of each party.

– 107 –

APPENDIX IIB

VERIFICATION REPORT ON THE DEPOSIT AND USE OF PROCEEDS

2. Shares issued to specific objects in 2022

The Company has opened special bank accounts for the deposit of proceeds on a separate account basis. In December 2022, the Company, together with the sponsor Huatai United Securities Co., Ltd., and the banks where the proceeds were deposited, including China Minsheng Bank Limited Changsha Branch Business Department, Industrial and Commercial Bank of China Limited Changsha Simenkou Sub-branch, China Construction Bank Corporation Guiyang Guanshanhu Sub-branch, Agricultural Bank of China Limited Tongren Branch, Bank of China Limited Tongren Branch, PT Bank Mandiri (Persero) Tbk. KC Morowali Bahodopi, and Bank of China (Hong Kong) Limited Cabang Jakarta, respectively concluded the Tripartite Supervision Agreement on Proceeds, specifying the rights and obligations of each party.

(iii) Deposit of proceeds in special accounts

1. Shares issued to specific objects in 2021

As at December 31, 2025, the deposit status of the proceeds from the 2021 share issuance to specific objects is as follows:

			Balance of
			proceeds as at
		Bank account	December 31,	Name of fund-raising
Account name	Bank of deposit	number	2025	investment project	Remarks
			(RMB)
Guangxi Zhongwei	China Construction Bank	43050165710809111111	–	Phase I of the Ternary	Account closed
New Energy	Corporation Shaodong Sub-branch			Project at the Beibu
Technology Co.,	China Construction Bank	45050165985100001321	–	Gulf Industrial Base	Account closed
Ltd.	Corporation Qinzhou Port Area			of Guangxi Zhongwei
	Sub-branch			New Energy
	China Construction Bank	43050110192200000531	–	Technology Co., Ltd.	Account closed
	Corporation Changsha Xingxiang
	Sub-branch
	Industrial Bank Co., Ltd. Changsha	368020100100200543	–		Account closed
	Dongtang Sub-branch
	Industrial Bank Co., Ltd. Qinzhou	554010100100312174	–		Account closed
	Sub-branch
	Bank of China Limited Ningxiang	597677828166	–		Account closed
	Sub-branch
	Bank of China Limited Guangxi Free	613282269981	–		Account closed
	Trade Zone Qinzhou Port Area
	Sub-branch
	Agricultural Bank of China Limited	18075901040023573	–		Account closed
	Changsha Furong Middle Road
	Sub-branch

– 108 –

APPENDIX IIB

VERIFICATION REPORT ON THE DEPOSIT AND USE OF PROCEEDS

			Balance of
		proceeds as at
		Bank account	December 31,	Name of fund-raising
Account name	Bank of deposit	number	2025	investment project	Remarks
			(RMB)
	Bank of Changsha Co., Ltd. Business	810000331133000001	–		Account closed
	Department
	Bank of Communications Co., Ltd.	431706888013001330751	–		Account closed
	Changsha Shawan Road
	Sub-branch
	Bank of Guangxi Beibu Gulf Co.,	805028173688888	–		Account closed
	Ltd. Guangxi Free Trade
	Experimental Zone Qinzhou Port
	Area Sub-branch
	Guilin Bank Co., Ltd. Qinzhou	660000015642300015	–		Account closed
	Branch
	China Construction Bank	45050117498800000384	–
	Corporation Qinzhou Branch
CNGR Advanced	Agricultural Bank of China Limited	23711001040013144	–	Supplementary Working	Account closed
Material Co., Ltd.	Tongren Branch			Capital Project
	Industrial and Commercial Bank of	2408060129200170421	–		Account closed
	China Limited Tongren Jiulong
	Sub-branch
	China Construction Bank	52050168663600001125	–		Account closed
	Corporation Yuping Sub-branch
	Bank of China Limited Tongren	133073064397	–		Account closed
	Branch
	China Minsheng Bank Co., Ltd.	633483660	–		Account closed
	Guiyang Branch Business
	Department
Hunan CNGR New	Industrial and Commercial Bank of	1901004029200084119	–		Account closed
Energy Science &	China Changsha Simenkou
Technology Co.,	Sub-branch
Ltd.	China Everbright Bank Co., Ltd.	78840188000166852	–		Account closed
	Changsha Xinsheng Sub-branch
	China CITIC Bank Changsha Branch	8111601012300558994	–		Account closed
	Business Department
	Hunan Bank Co., Ltd. Business	89010309000193557	–		Account closed
	Department
	China Minsheng Bank Co., Ltd.	633965635	–		Account closed
	Changsha Branch
	Total		–

– 109 –

APPENDIX IIB

VERIFICATION REPORT ON THE DEPOSIT AND USE OF PROCEEDS

2. Shares issued to specific objects in 2022

As at December 31, 2025, the deposit status of the proceeds from the share issuance to specific objects is as follows:

			Balance of
			proceeds as at
		Bank account	December 31,	Name of fund-raising
Account name	Bank of deposit	number	2025	investment project	Remarks
			(RMB)
Guizhou Zhongwei	Industrial Bank Co., Ltd. Changsha	368150100100310643	–	Guizhou Kaiyang Base	Account closed
Xingyang Energy	Furong Middle Road Sub-branch			200,000-Ton-Per-Year
Storage				Iron Phosphate Project
Technology Co.,	Industrial and Commercial Bank of	1901004019200108308	–		Account closed
Ltd.	China Changsha Simenkou
	Sub-branch
Zhongqing New	Mandiri Bursa Efek Jakarta Branch	1510067999992	–	Indonesia Base Laterite	Account closed
Energy Co., Ltd.				Nickel Ore Smelting
				60,000-Ton-Per-Year
				High-Grade Nickel
				Matte Project
	Bank of China – JAKARTA BRANCH	100000901043392	–		Account closed
Guizhou Zhongwei	China Construction Bank	52050111110800001958	–	Supplementary Working	Account closed
New Material	Corporation Guiyang Guanshanhu			Capital Project
Trade Co., Ltd.	Sub-branch
CNGR Advanced	Agricultural Bank of China Limited	23711001040014357	–		Account closed
Material Co., Ltd.	Tongren Branch
	Bank of China Limited Tongren	132076910754	–		Account closed
	Branch
	Total		–

III. ACTUAL USE OF PROCEEDS DURING THE YEAR

(i) Use of proceeds for Fund-Raising Investment Projects (“Fund-Raising Investment Projects”)

Please refer to “Appendix 1: Comparison Table of Use of Proceeds from 2021 Share Issuance to Specific Objects” and “Appendix 2: Comparison Table of Use of Proceeds from 2022 Share Issuance to Specific Objects”.

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APPENDIX IIB

VERIFICATION REPORT ON THE DEPOSIT AND USE OF PROCEEDS

(ii) Changes in implementation location or implementation method of Fund-Raising Investment Projects

During the year, the Company had no changes in the implementation location or implementation method of its Fund-Raising Investment Projects.

(iii) Advanced investment and replacement of Fund-Raising Investment Projects

During the year, the Company had no advanced investment or replacement in relation to its Fund-Raising Investment Projects.

(iv) Temporary replenishment of working capital with idle proceeds

During the year, the Company did not temporarily replenish working capital with idle proceeds.

(v) Use of surplus proceeds

As at December 31, 2025, all the Company’s Fund-Raising Investment Projects have been completed, among which the Indonesia Base Laterite Nickel Ore Smelting 60,000-Ton-Per-Year High-Grade Nickel Matte Project had a surplus of RMB8,102.53, which the Company has used for permanent replenishment of working capital.

According to Article 6.3.6 of the Guidelines for Self-regulation of Listed Companies in Shenzhen Stock Exchange No.2 - Standardized Operations of Companies Listed on the Growth Enterprise Market, after the completion of a single or all fund-raising investment projects of a listed company, if the surplus proceeds (including interest income) are used for other purposes, and the amount is less than RMB5 million and less than 5% of the net proceeds for that project, the matter may be exempted from the Board of Directors’ deliberation procedures, and its use shall be disclosed in the annual report. Therefore, the Company’s use of the aforementioned surplus funds to replenish working capital was not required to be submitted to the Board of Directors or the shareholders’ meeting for deliberation, nor was the sponsor required to express an opinion.

(vi) Use of excess proceeds

The Company has no excess proceeds.

(vii) Use and destination of unused proceeds

As at December 31, 2025, all of the Company’s Fund-Raising Investment Projects have been completed, and the proceeds have been fully used.

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APPENDIX IIB

VERIFICATION REPORT ON THE DEPOSIT AND USE OF PROCEEDS

(viii) Other circumstances regarding the use of proceeds

The Company convened the 25th meeting of the 2nd session of the Board of Directors and the 21st meeting of the 2nd session of the Supervisory Committee on December 27, 2024, and convened the 1st extraordinary shareholders’ meeting for 2025 on January 13, 2025, to deliberate and adopt the Proposal on Adjusting the Total Investment Amount and Implementation Contents of Certain Fund-Raising Investment Projects, approving to adjust the total investment amount and implementation contents of Phase I of the Ternary Project at the Beibu Gulf Industrial Base of Guangxi Zhongwei New Energy Technology Co., Ltd. Before adjustment, the total investment was RMB5,990,000,000, with planned use of proceeds amounting to RMB3,500,000,000; and after adjustment, the total investment is RMB5,532,394,800, with planned use of proceeds amounting to RMB3,419,147,100. The Company had previously actually invested RMB80,852,900 of proceeds in the construction of part of the production lines of the 6th ternary precursor production workshop of this fund-raising investment project, together with the corresponding accrued interest, which will be replaced by the implementing entity with its own funds and returned to the special account for proceeds, and then reallocated for permanently replenishing working capital. As at December 31, 2025, such replacement has not yet been completed. As at the signing date of this Report, the Company has returned the aforementioned proceeds and the corresponding accrued interest totaling RMB81,107,400 to the special account using its own funds for replacement, and has completed the permanent replenishment of working capital.

The details are as seen in “Appendix 3: Table of Changes to Fund-Raising Investment Projects for the 2021 Share Issuance to Specific Objects”.

IV. Use of Funds from Changed Fund-Raising Investment Projects

During the year, except for the adjusted total investment amount and implementation contents of the above-mentioned Fund-Raising Investment Projects, the Company had no other changes to the use of funds of its Fund-Raising Investment Projects.

V. Issues Existing in the Use and Disclosure of Proceeds

In 2025, the Company has disclosed the use and deposit of proceeds in a timely, true, accurate and complete manner in accordance with the relevant provisions of the Regulations on the Supervision of Proceeds by Listed Companies, the Guidelines for Self-regulation of Listed Companies in Shenzhen Stock Exchange No.2 - Standardized Operations of Companies Listed on the Growth Enterprise Market and its Measures for the Management of Proceeds, and has faithfully fulfilled its disclosure obligations regarding the direction and progress of the proceeds. And there are no non-compliant circumstances.

CNGR Advanced Material Co., Ltd. March 30, 2025

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VERIFICATION REPORT ON THE DEPOSIT AND USE OF PROCEEDS

APPENDIX IIB

Comparison Table of Use of Proceeds from 2021 Share Issuance to Specific Objects	Unit: RMB Ten Thousand Yuan	Total proceeds 495,305.01 Amount of proceeds as invested during the year –	Total amount of proceeds with changed use during the Reporting Period 8,085.29_(Note 1)_ Cumulative amount of proceeds as invested 495,978.65	Total amount of cumulative proceeds with changed use 8,085.29_(Note 1)_	Proportion of total amount of cumulative proceeds with changed use 1.62%	Difference	between	cumulative	investment	Whether any amount and	project has committed Investment	been Cumulative investment progress as Date when Whether	changed Committed Total Investment investment amount as at at the end of the project Benefits Whether project	(including investment investment amount amount as at the end of the period reaches the achieved expected feasibility has	partial amount of amount after during the the end of the period (%) intended during the benefits significantly	Committed investment projects change) proceeds adjustment(1) year the period(2) (3)=(2)-(1) (4)=(2)/(1) usable state year achieved changed	Phase I of the Ternary Project at the No 350,000.00 341,914.71 – 350,539.15 8,624.44 102.52 December 31, 85,961.53 Yes No	Beibu Gulf Industrial Base of 2024	Guangxi Zhongwei New Energy	Technology Co., Ltd.	Supplementary Working Capital No 150,000.00 153,390.30 – 145,439.50 (7,950.80) 94.82 N/A N/A N/A No	Project	Total 500,000.00 495,305.01 – 495,978.65 673.64	(Note 2)

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APPENDIX IIB

VERIFICATION REPORT ON THE DEPOSIT AND USE OF PROCEEDS

– 114 –

APPENDIX IIB

VERIFICATION REPORT ON THE DEPOSIT AND USE OF PROCEEDS

Unit: RMB Ten Thousand Yuan	Total proceeds 427,287.11 Amount of proceeds as invested during the year 0.36 Total amount of proceeds with changed use during the Reporting Period – Cumulative amount of proceeds as invested 427,462.59 Total amount of cumulative proceeds with changed use – Proportion of total amount of cumulative proceeds with changed use –	Difference	between	cumulative	investment	Whether any amount and	project has committed Investment	been Cumulative investment progress as Date when Whether	changed Committed Total Investment investment amount as at at the end of the project Benefits Whether project	(including investment investment amount amount as at the end of the period reaches the achieved expected feasibility has	Committed investment projects partial change) amount of proceeds amount after adjustment(1) during the year the end of the period(2) the period (3)=(2)-(1) (%) (4)=(2)/(1) intended usable state during the year benefits achieved significantly changed	Indonesia Base Laterite Nickel Ore Smelting 60,000-Ton-Per-Year High-Grade Nickel Matte Project No 250,000.00 182,114.11 0.36 182,126.36 12.25 100.01 September 30, 2025 9,355.53 N/A_(Note 2) No Guizhou West Base No 65,000.00 17,788.42 – 17,788.42 – 100.00 December 31, 6,584.60 No(Note 3)_ No	80,000-Ton-Per-Year Nickel 2023	Sulfate Project Guangxi South Base 80,000-Ton-Per-Year High-Grade Nickel Matte Project No 56,000.00 21,198.58 – 21,198.58 – 100.00 November 30, 2023 22,813.56 Yes No Guizhou Kaiyang Base No 97,500.00 78,000.00 – 78,145.80 145.80 100.19 September (11,247.14) No_(Note 4)_ No	200,000-Ton-Per-Year Iron 30, 2024	Phosphate Project Supplementary Working Capital No 199,500.00 128,186.00 – 128,203.43 17.43 100.01 N/A N/A N/A No	Project	Total 668,000.00 427,287.11 0.36 427,462.59 175.48	(Note 1)

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APPENDIX IIB

VERIFICATION REPORT ON THE DEPOSIT AND USE OF PROCEEDS

Status of and reason for not meeting the planned Note 2: The Indonesia Base Laterite Nickel Ore Smelting 60,000-Ton-Per-Year High-Grade Nickel Matte Project has not yet reached the statistical point of one	schedule or expected returns (by specific project) year from commencement of production.	Note 3: The benefits achieved by the Guizhou West Base 80,000-Ton-Per-Year Nickel Sulfate Project in 2025 were lower than the committed post-full-capacity	benefits, mainly due to a decline in nickel sulfate prices in 2025, and the Company adjusted its raw material structure while considering its overall	operational efficiency, resulting in the project output failing to meet expectations.	Note 4: The benefits achieved by the Guizhou Kaiyang Base 200,000-Ton-Per-Year Phosphate Iron Project in 2025 were lower than the committed	post-full-capacity benefits, mainly because 2025 is the first year of production and operation, during which the project is in the capacity ramp-up	phase and has not yet reached full capacity, although the loss has decreased compared to the same period last year.	Explanation of significant changes in project feasibility No significant changes in project feasibility	Amount, purpose and use progress of excess proceeds N/A	Changes in implementation location or implementation None	method of Fund-Raising Investment Projects	Advanced investment and replacement of Fund-Raising None	Investment Projects	Temporary replenishment of working capital with idle None	proceeds	Amount of and reason for surplus proceeds from As at December 31, 2025, all the Company’s Fund-Raising Investment Projects have been completed, among which the Indonesia Base Laterite Nickel Ore	project implementation Smelting 60,000-Ton-Per-Year High-Grade Nickel Matte Project had a surplus of RMB8,100, which the Company has used for permanent replenishment of	working capital.	Use and destination of unused proceeds None	Issues or other circumstances in the use and disclosure None	of proceeds	Note 1: The difference between the actual investment amount and the committed investment amount after fund-raising of RMB1,754,800 is due to:	(1) the Company invested the interest generated from deposits in the account for proceeds into the Fund-Raising Investment Projects, resulting in an increase	in actual investment of RMB1,762,900;	(2) the Company used surplus funds in the account for proceeds for permanent replenishment of working capital, resulting in a decrease in actual investment	of RMB8,100.

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APPENDIX IIB

VERIFICATION REPORT ON THE DEPOSIT AND USE OF PROCEEDS

Table of Changes to Fund-Raising Investment Projects for the 2021 Share Issuance to Specific Objects	Unit: RMB Ten Thousand Yuan	Total amount of Whether	proceeds Cumulative Investment feasibility of	proposed to be Actual investment progress as at Date when the Whether the changed	invested in the investment amount as at the end of the project reaches Benefits expected project has	Changed project Corresponding original committed project changed project(1) amount during the year the end of the period(2) period (%) (3)=(2)/(1) the intended usable state achieved during the year benefits achieved significantly changed	Phase I of the Ternary Phase I of the Ternary Project at 341,914.71 – 350,539.15 102.52 December 31, 85,961.53 Yes No	Project at the Beibu Gulf the Beibu Gulf Industrial Base 2024	Industrial Base of of Guangxi Zhongwei New	Guangxi Zhongwei New Energy Technology Co., Ltd.	Energy Technology Co.,	Ltd.	Supplementary Working Supplementary Working Capital 153,390.30 – 145,439.50 94.82 N/A N/A N/A No	Capital Project Project	Total 495,305.01 – 495,978.65		Explanation of reason for change, decision-making process, The Company convened its board meeting and shareholders’ meetings on December 27, 2024 and January 13, 2025, respectively, deliberating and adopting	and information disclosure (by specific project) the adjustment of the total investment amount and implementation contents of Phase I of the Ternary Project at the Beibu Gulf Industrial Base of	Guangxi Zhongwei New Energy Technology Co., Ltd. The Company had previously actually invested RMB80,852,900 of proceeds in the construction of	part of the production lines of the 6th ternary precursor production workshop of this fund-raising investment project, together with the corresponding	accrued interest. Due to the reduction in the total investment amount, such amount will be replaced by the implementing entity with its own funds and	returned to the special account for proceeds, and then reallocated for permanently replenishing working capital. As at December 31, 2025, such	replacement has not yet been completed. As at the signing date of this Report, the Company has returned the aforementioned proceeds and the	corresponding accrued interest totaling RMB81,107,400 to the special account using its own funds for replacement, and has completed the permanent	replenishment of working capital.	Status of and reason for not meeting the planned schedule or N/A	expected returns (by specific project)	Explanation of significant changes in changed project No	feasibility

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APPENDIX IIC

VERIFICATION OPINIONS FROM HUATAI UNITED SECURITIES CO., LTD. ON THE DEPOSIT AND USE OF PROCEEDS BY CNGR ADVANCED MATERIAL CO., LTD. IN 2025

Verification Opinions from Huatai United Securities Co., Ltd. on the Deposit and Use of Proceeds by CNGR Advanced Material Co., Ltd. in 2025

Huatai United Securities Co., Ltd. (“ Huatai United Securities ” or the “ Sponsor ”), as the sponsor for the share issuance by CNGR Advanced Material Co., Ltd. (“ CNGR Advanced Material ” or the “ Company ”) in 2021 and 2022, has conducted a verification on the deposit and use of proceeds by CNGR Advanced Material in 2025 in line with relevant regulations, including the Administrative Measures for the Sponsorship of the Offering and Listing of Securities, the Regulations on the Supervision of Proceeds by Listed Companies, the Growth Enterprise Market Listing Rules for Shenzhen Stock Exchange, and the Guidelines for Self-regulation of Listed Companies in Shenzhen Stock Exchange No.2 - Standardized Operations of Companies Listed on the Growth Enterprise Market; and has issued the verification opinions as follows:

I. BASIC INFORMATION ON PROCEEDS

(i) Actual amount of proceeds and status of fund receipt

1. Proceeds from the issuance of shares to specific objects in 2021

With the approval of the China Securities Regulatory Commission (CSRC) under Document ZJXK [2021] No.3319, the Company issued 36,023,053 RMB ordinary shares (A shares) to specific objects, with a par value of RMB1 per share and at an issue price of RMB138.80 per share. The total proceeds amounted to RMB4,999,999,756.40. After deducting relevant issuance expenses (excluding tax) of RMB46,949,650.05, the net proceeds amounted to RMB4,953,050,106.35. The above proceeds were fully received on November 17, 2021, as verified by Baker Tilly China Certified Public Accountants (Special General Partnership) and certified in the Capital Verification Report numbered TZYZ [2021] No.43546 issued by the firm.

2. Proceeds from the issuance of shares to specific objects in 2022

With the approval of the China Securities Regulatory Commission (CSRC) under Document ZJXK [2022] No.2140, the Company issued 60,966,688 RMB ordinary shares (A shares) to specific objects, with a par value of RMB1 per share and at an issue price of RMB70.65 per share. The total proceeds amounted to RMB4,307,296,507.20. After deducting relevant issuance expenses (excluding tax) of RMB34,425,440.28, the net proceeds amounted to RMB4,272,871,066.92. The above proceeds were fully received on November 17, 2022, as verified by Baker Tilly China Certified Public Accountants (Special General Partnership) and certified in the Capital Verification Report numbered TZYZ [2022] No.44942 issued by the firm.

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APPENDIX IIC VERIFICATION OPINIONS FROM HUATAI UNITED SECURITIES CO., LTD. ON THE DEPOSIT AND USE OF PROCEEDS BY CNGR ADVANCED MATERIAL CO., LTD. IN 2025

(ii) Use of proceeds and balance status

1. Shares issued to specific objects in 2021

As at December 31, 2025, the use and balance status of the proceeds from the 2021 share issuance to specific objects by the Company is as follows:

Item	Amount
	(RMB0’000)
Total proceeds	499,999.98
Less: Issuance expenses	4,694.97
Net proceeds	495,305.01
Add: Unreplaced issuance expenses	102.90
Add: Interest income	578.52
Less: Direct investment in fund-raising
investment projects (excluding paid
issuance expenses)	495,978.65
Less: Bank charges	7.78
Balance of proceeds in the special account as at
December 31, 2025	–

2. Shares issued to specific objects in 2022

As at December 31, 2025, the use and balance status of the proceeds from the 2022 share issuance to specific objects by the Company is as follows:

Item	Amount
	(RMB0’000)
Total proceeds	430,729.65
Less: Issuance expenses	3,442.54
Net proceeds	427,287.11
Add: Interest income	195.74
Less: Direct investment in fund-raising
investment projects (excluding paid
issuance expenses)	427,462.59
Less: Permanent working capital replenished with
proceeds	0.81
Less: Bank charges	19.45
Balance of proceeds in the special account as at
December 31, 2025	–

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APPENDIX IIC

VERIFICATION OPINIONS FROM HUATAI UNITED SECURITIES CO., LTD. ON THE DEPOSIT AND USE OF PROCEEDS BY CNGR ADVANCED MATERIAL CO., LTD. IN 2025

II. DEPOSIT AND MANAGEMENT OF PROCEEDS

(i) Management of proceeds

(ii) Status of supervision agreements for proceeds

1. Shares issued to specific objects in 2021

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APPENDIX IIC

VERIFICATION OPINIONS FROM HUATAI UNITED SECURITIES CO., LTD. ON THE DEPOSIT AND USE OF PROCEEDS BY CNGR ADVANCED MATERIAL CO., LTD. IN 2025

2. Shares issued to specific objects in 2022

(iii) Deposit of proceeds in special accounts

1. Shares issued to specific objects in 2021

As at December 31, 2025, the deposit status of the proceeds from the 2021 share issuance to specific objects by the Company is as follows:

Unit: RMB Yuan

		Bank account	Balance as at	Name of fund-raising
Account name	Bank of deposit	number	cut-off date	investment project	Remarks
Guangxi Zhongwei	China Construction Bank	43050165710809111111	–	Phase I of the Ternary	Account closed
New Energy	Corporation Shaodong Sub-branch			Project at the Beibu
Technology Co.,	China Construction Bank	45050165985100001321	–	Gulf Industrial Base	Account closed
Ltd.	Corporation Qinzhou Port Area			of Guangxi Zhongwei
	Sub-branch			New Energy
	China Construction Bank	43050110192200000531	–	Technology Co., Ltd.	Account closed
	Corporation Changsha Xingxiang
	Sub-branch
	Industrial Bank Co., Ltd. Changsha	368020100100200543	–		Account closed
	Dongtang Sub-branch
	Industrial Bank Co., Ltd. Qinzhou	554010100100312174	–		Account closed
	Sub-branch
	Bank of China Limited Ningxiang	597677828166	–		Account closed
	Sub-branch
	Bank of China Limited Guangxi Free	613282269981	–		Account closed
	Trade Zone Qinzhou Port Area
	Sub-branch

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APPENDIX IIC

VERIFICATION OPINIONS FROM HUATAI UNITED SECURITIES CO., LTD. ON THE DEPOSIT AND USE OF PROCEEDS BY CNGR ADVANCED MATERIAL CO., LTD. IN 2025

		Bank account	Balance as at	Name of fund-raising
Account name	Bank of deposit	number	cut-off date	investment project	Remarks
	Agricultural Bank of China Limited	18075901040023573	–		Account closed
	Changsha Furong Middle Road
	Sub-branch
	Bank of Changsha Co., Ltd. Business	810000331133000001	–		Account closed
	Department
	Bank of Communications Co., Ltd.	431706888013001330751	–		Account closed
	Changsha Shawan Road
	Sub-branch
	Bank of Guangxi Beibu Gulf Co.,	805028173688888	–		Account closed
	Ltd. Guangxi Free Trade
	Experimental Zone Qinzhou Port
	Area Sub-branch
	Guilin Bank Co., Ltd. Qinzhou	660000015642300015	–		Account closed
	Branch
	China Construction Bank	45050117498800000384	–
	Corporation Qinzhou Branch
CNGR Advanced	Agricultural Bank of China Limited	23711001040013144	–	Supplementary Working	Account closed
Material Co., Ltd.	Tongren Branch			Capital Project
	Industrial and Commercial Bank of	2408060129200170421	–		Account closed
	China Limited Tongren Jiulong
	Sub-branch
	China Construction Bank	52050168663600001125	–		Account closed
	Corporation Yuping Sub-branch
	Bank of China Limited Tongren	133073064397	–		Account closed
	Branch
	China Minsheng Bank Co., Ltd.	633483660	–		Account closed
	Guiyang Branch Business
	Department
Hunan CNGR New	Industrial and Commercial Bank of	1901004029200084119	–		Account closed
Energy Science &	China Changsha Simenkou
Technology Co.,	Sub-branch
Ltd.	China Everbright Bank Co., Ltd.	78840188000166852	–		Account closed
	Changsha Xinsheng Sub-branch
	China CITIC Bank Changsha Branch	8111601012300558994	–		Account closed
	Business Department
	Hunan Bank Co., Ltd. Business	89010309000193557	–		Account closed
	Department
	China Minsheng Bank Co., Ltd.	633965635	–		Account closed
	Changsha Branch
	Total		–

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VERIFICATION OPINIONS FROM HUATAI UNITED SECURITIES CO., LTD. ON THE DEPOSIT AND USE OF PROCEEDS BY CNGR ADVANCED MATERIAL CO., LTD. IN 2025

2. Shares issued to specific objects in 2022

As of December 31, 2025, the deposit status of the proceeds from the 2022 share issuance to specific objects by the Company is as follows:

Unit: RMB Yuan

		Bank account	Balance as at	Name of fund-raising
Account name	Bank of deposit	number	cut-off date	investment project	Remarks
Guizhou Zhongwei	Industrial Bank Co., Ltd.	368150100100310643	–	Guizhou Kaiyang Base	Account closed
Xingyang Energy	Changsha Furong Middle Road			200,000-Ton-Per-Year
Storage Technology	Sub-branch			Iron Phosphate Project
Company Limited	Industrial and Commercial Bank	1901004019200108308	–		Account closed
	of China Changsha Simenkou
	Sub-branch
Zhongtsing New	Mandiri Bursa Efek Jakarta Branch	1510067999992	–	Indonesia Base Laterite	Account closed
Energy Co., Ltd.	Bank of China - JAKARTA	100000901043392	–	Nickel Ore Smelting	Account closed
	BRANCH			60,000-Ton-Per-Year
				High-Grade Nickel
				Matte Project
Guizhou Zhongwei	China Construction Bank	52050111110800001958	–	Supplementary Working	Account closed
New Material	Corporation Guiyang			Capital Project
Trading Company	Guanshanhu Sub-branch
Limited
CNGR Advanced	Agricultural Bank of China	23711001040014357	–		Account closed
Material Co., Ltd.	Limited Tongren Branch
	Bank of China Limited Tongren	132076910754	–		Account closed
	Branch
	Total		–

III. ACTUAL USE OF PROCEEDS DURING THE YEAR

(i) Use of funds from fund-raising investment projects

(ii) Changes in implementation location or implementation method of Fund-Raising Investment Project

During the year, the Company had no changes in the implementation location or implementation method of its Fund-Raising Investment Projects.

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VERIFICATION OPINIONS FROM HUATAI UNITED SECURITIES CO., LTD. ON THE DEPOSIT AND USE OF PROCEEDS BY CNGR ADVANCED MATERIAL CO., LTD. IN 2025

(iii) Advanced investment and replacement of Fund-Raising Investment Projects

The Company convened the 25th meeting of the 2nd session of the Board of Directors and the 21st meeting of the 2nd session of the Supervisory Committee on December 27, 2024, and convened the 1st extraordinary shareholders’ meeting for 2025 on January 13, 2025, to deliberate and adopt the Proposal on Adjusting the Total Investment Amount and Implementation Contents of Certain Fund-Raising Investment Projects, approving to adjust the total investment amount and implementation contents of Phase I of the Ternary Project at the Beibu Gulf Industrial Base of Guangxi Zhongwei New Energy Technology Company Limited. Before adjustment, the total investment was RMB5,990,000,000, with planned use of proceeds amounting to RMB3,500,000,000; and after adjustment, the total investment is RMB5,532,394,800, with planned use of proceeds amounting to RMB3,419,147,100. The Company had previously actually invested RMB80,852,900 of proceeds in the construction of part of the production lines of the 6th ternary precursor production workshop of this fund-raising investment project, together with the corresponding accrued interest, which will be replaced by the implementing entity with its own funds and returned to the special account for proceeds, and then reallocated for permanently replenishing working capital. as at the issuing date of these verification opinions, the Company has returned the aforementioned proceeds and the corresponding accrued interest totaling RMB81,107,400 to the special account using its own funds for replacement, and has completed the permanent replenishment of working capital.

(iv) Temporary replenishment of working capital with idle proceeds

During the year, the Company did not temporarily replenish working capital with idle proceeds.

(v) Use of surplus proceeds

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APPENDIX IIC VERIFICATION OPINIONS FROM HUATAI UNITED SECURITIES CO., LTD. ON THE DEPOSIT AND USE OF PROCEEDS BY CNGR ADVANCED MATERIAL CO., LTD. IN 2025

be disclosed in the annual report. Therefore, the Company’s use of the aforementioned surplus funds to replenish working capital was not required to be submitted to the Board of Directors or the shareholders’ meeting for deliberation, nor was the sponsor required to express an opinion.

(vi) Use of excess proceeds

The Company has no excess proceeds.

(vii) Use and destination of unused proceeds

As at December 31, 2025, all of the Company’s Fund-Raising Investment Projects have been completed, and the proceeds have been fully used.

(viii) Other circumstances regarding the use of proceeds

As at December 31, 2025, the Company has no other circumstances regarding the use of proceeds.

IV. USE OF FUNDS FROM CHANGED FUND-RAISING INVESTMENT PROJECTS

During the year, the Company had no other changes to the use of funds of its Fund-Raising Investment Projects.

V. ISSUES EXISTING IN THE USE AND DISCLOSURE OF PROCEEDS

VI. SPONSOR’S VERIFICATION OPINIONS

Upon verification, the Sponsor believes that the deposit and use of proceeds by the Company in 2025 comply with the provisions of relevant laws, regulations, and normative documents, including the Regulations on the Supervision of Proceeds by Listed Companies, the Growth Enterprise Market Listing Rules for Shenzhen Stock Exchange, and the Guidelines for Self-regulation of Listed Companies in Shenzhen Stock Exchange No.2 - Standardized Operations of Companies Listed on the Growth Enterprise Market.

(No body text below)

– 125 –

APPENDIX IIC

VERIFICATION OPINIONS FROM HUATAI UNITED SECURITIES CO., LTD. ON THE DEPOSIT AND USE OF PROCEEDS BY CNGR ADVANCED MATERIAL CO., LTD. IN 2025

Unit: RMB Ten Thousand Yuan	Total proceeds 495,305.01 Amount of proceeds as invested during the year –	Total amount of proceeds with changed use during the Reporting Period 8,085.29_(Note 1)_ Cumulative amount of proceeds as invested 495,978.65	Total amount of cumulative proceeds with changed use 8,085.29_(Note 1)_	Proportion of total amount of cumulative proceeds with changed use 1.62%	Difference	between	cumulative	investment	Whether any amount and	project has committed Investment	been Cumulative investment progress as Date when Whether	changed Committed Total Investment investment amount as at at the end of the project Benefits Whether project	(including investment investment amount amount as at the end of the period reaches the achieved expected feasibility has	Committed investment projects partial change) amount of proceeds amount after adjustment(1) during the year the end of the period(2) the period (3)=(2)-(1) (%) (4)=(2)/(1) intended usable state during the year benefits achieved significantly changed	Phase I of the Ternary Project at the No 350,000.00 341,914.71 – 350,539.15 8,624.44 102.52 December 85,961.53 Yes No	Beibu Gulf Industrial Base of 31, 2024	Guangxi Zhongwei New Energy	Technology Co., Ltd.	Supplementary Working Capital No 150,000.00 153,390.30 – 145,439.50 (7,950.80) 94.82 N/A N/A N/A No	Project	Total 500,000.00 495,305.01 – 495,978.65 673.64	(Note 2)

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APPENDIX IIC

VERIFICATION OPINIONS FROM HUATAI UNITED SECURITIES CO., LTD. ON THE DEPOSIT AND USE OF PROCEEDS BY CNGR ADVANCED MATERIAL CO., LTD. IN 2025

– 127 –

APPENDIX IIC

VERIFICATION OPINIONS FROM HUATAI UNITED SECURITIES CO., LTD. ON THE DEPOSIT AND USE OF PROCEEDS BY CNGR ADVANCED MATERIAL CO., LTD. IN 2025

Unit: RMB Ten Thousand Yuan	Total proceeds 427,287.11 Amount of proceeds as invested during the year 0.36 Total amount of proceeds with changed use during the Reporting Period – Cumulative amount of proceeds as invested 427,462.59 Total amount of cumulative proceeds with changed use – Proportion of total amount of cumulative proceeds with changed use –	Difference	between	cumulative	investment	Whether any amount and	project has committed Investment	been Cumulative investment progress as Date when Whether	changed Committed Total Investment investment amount as at at the end of the project Benefits Whether project	(including investment investment amount amount as at the end of the period reaches the achieved expected feasibility has	Committed investment projects partial change) amount of proceeds amount after adjustment(1) during the year the end of the period(2) the period (3)=(2)-(1) (%) (4)=(2)/(1) intended usable state during the year benefits achieved significantly changed	Indonesia Base Laterite Nickel Ore Smelting 60,000-Ton-Per-Year High-Grade Nickel Matte Project No 250,000.00 182,114.11 0.36 182,126.36 12.25 100.01 September 30, 2025 9,355.53 N/A_(Note 2) No Guizhou West Base No 65,000.00 17,788.42 – 17,788.42 – 100.00 December 6,584.60 No(Note 3)_ No	80,000-Ton-Per-Year Nickel 31, 2023	Sulfate Project Guangxi South Base 80,000-Ton-Per-Year High-Grade Nickel Matte Project No 56,000.00 21,198.58 – 21,198.58 – 100.00 November 30, 2023 22,813.56 Yes No Guizhou Kaiyang Base No 97,500.00 78,000.00 – 78,145.80 145.80 100.19 September –11,247.14 No_(Note 4)_ No	200,000-Ton-Per-Year Iron 30, 2024	Phosphate Project Supplementary Working Capital No 199,500.00 128,186.00 – 128,203.43 17.43 100.01 N/A N/A N/A No	Project	Total 668,000.00 427,287.11 0.36 427,462.59 175.48	(Note 1)

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APPENDIX IIC

VERIFICATION OPINIONS FROM HUATAI UNITED SECURITIES CO., LTD. ON THE DEPOSIT AND USE OF PROCEEDS BY CNGR ADVANCED MATERIAL CO., LTD. IN 2025

– 129 –

APPENDIX IIIA

AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX

No. Before Revision After Revision 1 Article 27 Where the Company is to Article 27 Where the Company is to acquire its own shares under the acquire its own shares under the circumstances stipulated in (i) or (ii) of circumstances stipulated in (i) or (ii) of Paragraph 1 of Article 25, a resolution Paragraph 1 of Article 25, a resolution of the Shareholders’ meeting shall be of the Shareholders’ meeting shall be resolved. In case of the circumstances resolved. In case of the circumstances stipulated in (iii), (v) or (vi) of stipulated in (iii), (v) or (vi) of Paragraph 1 of Article 25, a resolution Paragraph 1 of Article 25, a resolution of the Company’s Board passed by of the Company’s Board passed by more than two-thirds of the Directors more than two-thirds of the Directors attending the Board meeting in attending the Board meeting in accordance with regulations of the accordance with regulations of the Articles or with the authorization of Articles or with the authorization of the Shareholders’ meeting and the the Shareholders’ meeting and the applicable securities regulatory rules applicable securities regulatory rules of the place where the Company’s of the place where the Company’s shares are listed. shares are listed. On the premise of complying with the On the premise of complying with the securities regulatory rules of the place securities regulatory rules of the place where the Company’s shares are listed, where the Company’s shares are listed, after the Company has acquired its after the Company has acquired its own shares in accordance with the own shares in accordance with the circumstances of Paragraph 1 of circumstances of Paragraph 1 of Article 25, the shares repurchased Article 25, the shares repurchased shall be canceled within ten (10) days shall be canceled within ten (10) days from the date of acquisition (under the from the date of acquisition (under the circumstance set out in (i), or shall be circumstance set out in (i), or shall be transferred or canceled within six (6) transferred or canceled within six (6) months (under the circumstances set months (under the circumstances set out in (ii) or (iv)). Where the Company out in (ii) or (iv)). Where the Company acquires its shares under the acquires its shares under the circumstances set out in (iii), (v) or circumstances set out in (iii), (v) or (vi), the total number of shares held by (vi), the total number of shares held by the Company shall not exceed ten (10) the Company shall not exceed ten (10) percent of the total issued shares of the percent of the total issued shares of the Company, and such shares shall be Company, and such shares shall be transferred or canceled within three transferred or canceled within three (3) years. (3) years.

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APPENDIX IIIA

AMENDMENTS TO THE ARTICLES OF ASSOCIATION

No.	Before	Revision	After Revision
			After the Company repurchases its H
			shares in accordance with Article
			25(1) of these Articles, such shares
			may, at the Company’s option, be
			cancelled immediately or held as
			treasury shares in accordance with
			the Hong Kong Listing Rules. If the
			directors do not specify that such
			shares will be held as treasury shares,
			such shares shall be cancelled. The
			Company shall deposit treasury
			shares in a separate account within
			Hong Kong Securities Clearing
			Company Limited that can be clearly
			identified as treasury shares. The
			Company shall not exercise any
			rights in respect of treasury shares,
			nor shall it declare or pay any
			dividends on treasury shares. Subject
			to compliance with these Articles and
			the Hong Kong Listing Rules, the
			Company may dispose of treasury
			shares on such terms and conditions
			as determined by the directors.
2	Newly	added	Article 204 (v) “Treasury shares”
			means shares of the Company
			repurchased by the Company in
			accordance with the Company Law,
			the securities regulatory rules of the
			place where the Company’s shares are
			listed and these Articles that have not
			yet been transferred or cancelled, and
			for the purposes of the Hong Kong
			Listing Rules, includes shares
			repurchased by the Company and
			held or deposited in the Central
			Clearing and Settlement System for
			sale on the Hong Kong Stock
			Exchange. Unless otherwise provided
			by the Company Law, the securities
			regulatory rules of the place where
			the Company’s shares are listed or
			applicable laws and regulations, the
			Company shall not, in respect of
			treasury shares, directly or indirectly
			vote at any meeting of the Company,
			nor shall such shares be counted in
			determining the total number of
			issued shares at any given time.

– 131 –

APPENDIX IIIB

THE REMUNERATION MANAGEMENT MEASURES OF DIRECTORS AND SENIOR MANAGEMENT

CNGR Advanced Material Co., Ltd. Measures for the Administration of Remuneration of Directors and Senior Management

Chapter I General Provisions

Article 1 In order to further improve the remuneration management of directors and senior management of CNGR Advanced Material Co., Ltd. (the “ Company ”), establish a market-oriented incentive and restraint mechanism, effectively mobilize the work enthusiasm of the Company’s directors and senior management, and enhance the Company’s operational and management efficiency, these Measures are specially formulated in accordance with the Company Law of the People’s Republic of China, the Corporate Governance Guidelines for Listed Companies and other relevant laws and regulations, as well as the Company’s Articles of Association, and in consideration of the Company’s actual circumstances.

Article 2 The directors and senior management to whom these Measures apply include: the Company’s directors, President, Executive/Vice Presidents, Secretary to the Board of Directors, Chief Financial Officer and other senior management as determined by the Board of Directors.

Article 3 The principles for the remuneration of directors and senior management are as follows:

The principle of combining distribution according to work with responsibilities, authorities and benefits;
The principle that remuneration levels are commensurate with the Company’s scale and performance, while also aligning with industry remuneration levels;
The principle of aligning with the Company’s long-term interests and goal of sustained and healthy development;
The principle of combining incentives and restraints, i.e., the remuneration of senior management is linked to the achievement of individual job responsibilities and goals, and is related to work innovation and the enhancement of the Company’s overall strength;
The principle that remuneration standards are open, fair and transparent.

Article 4 The remuneration plans for the Company’s directors and senior management shall be formulated by the Nomination, Remuneration and Appraisal Committee, specifying the basis for determining remuneration and its specific composition. The remuneration plan for directors shall be determined by the shareholders’ meeting and disclosed accordingly. The remuneration plan for senior management shall be approved by the Board of Directors, explained to the shareholders’ meeting, and fully disclosed.

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APPENDIX IIIB

THE REMUNERATION MANAGEMENT MEASURES OF DIRECTORS AND SENIOR MANAGEMENT

Article 5 The Board of Directors shall report to the shareholders’ meeting on the performance of directors’ duties, the performance evaluation results and their remuneration, which shall be disclosed by the Company.

Chapter II Composition of Remuneration

Article 6 Concerning the mechanism for determining the total salary, the Company incorporates the total salary for directors and senior management into its budget management. The remuneration and appraisal of the Company’s directors and senior management are based on the Company’s economic benefits, taking into account the Company’s annual operating plan and the work objectives assigned to the senior management. A comprehensive appraisal will be conducted, and the remuneration of directors and senior management will be determined based on the appraisal results.

Article 7 Independent directors of the Company receive a fixed independent director allowance, the standard of which is implemented subject to resolutions passed by the shareholders’ meeting, and no additional remuneration is paid beyond this. Reasonable expenses (such as travel expenses) incurred by independent directors in performing their duties shall be borne by the Company.

Article 8 The remuneration of directors and senior management who serve in the Company consists of base remuneration, performance-based remuneration and medium-to-long-term incentive income, among others. In principle, the proportion of performance-based remuneration shall generally not be less than 50% of the total of base remuneration and performance-based remuneration. Non-independent directors who hold specific positions in the Company’s management receive remuneration as senior management, and do not receive additional director remuneration or allowances. The components are as follows:

(1) Base annual salary: To be determined by the Company based on job responsibilities and individual capabilities as combined with industry remuneration levels, and paid monthly;
(2) Performance-based remuneration: To be determined based on the Company’s operating performance and the achievement of senior management’s work goals;
(3) Medium-to-long-term incentives: To be linked to medium-to-long-term appraisal and evaluation results, which are rewards for medium-to-long-term operating performance and contributions, including but not limited to equity incentives, employee stock ownership plans and other medium-to-long-term special bonuses, incentives or rewards as granted on the basis of actual circumstances. The Company formulates incentive plans based on actual circumstances.

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APPENDIX IIIB

THE REMUNERATION MANAGEMENT MEASURES OF DIRECTORS AND SENIOR MANAGEMENT

Chapter III Performance Appraisal and Job Performance Evaluation

Article 9 The Nomination, Remuneration and Appraisal Committee is responsible for organizing the performance evaluation of directors and senior management. The job performance evaluation of independent directors is conducted through self-evaluation in conjunction with mutual evaluation. When the Board of Directors or the Nomination, Remuneration and Appraisal Committee evaluates or discusses the remuneration of an individual director, that director shall recuse himself/herself.

Article 10 The Board of Directors shall report to the shareholders’ meeting on the performance of directors’ duties, the performance evaluation results and their remuneration, which shall be disclosed by the Company. Relevant contents may be disclosed through the Board of Directors’ work report.

Article 11 When the Company incurs an annual loss, it shall specifically explain in each link of the deliberation on directors’ and senior management’s remuneration whether the changes in remuneration of directors’ and senior management comply with the performance-linked requirements. If the Company turns from profit to loss or the loss widens compared to the previous fiscal year, but the average performance-based remuneration of directors and senior management does not decrease accordingly, the reasons shall be disclosed.

Chapter IV Remuneration Adjustment

Article 12 The remuneration system shall serve the Company’s business strategy and undergo corresponding adjustments in response to continuous changes in the Company’s operating conditions to meet the needs of its further development.

Article 13 The bases for adjusting the remuneration of the Company’s directors and senior management include:

(1) Industry remuneration growth rate: Each year, the remuneration data from the same industry is collected through a market remuneration report or publicly available remuneration data, and is then summarized and analyzed to serve as a reference for the Company’s remuneration adjustment;
(2) Inflation level: The inflation level may be taken as a reference to maintain the actual purchasing power of remuneration for the Company’s remuneration adjustment;
(3) The Company’s profitability;
(4) Organizational structure adjustments;
(5) Individual adjustments due to job changes.

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APPENDIX IIIB

THE REMUNERATION MANAGEMENT MEASURES OF DIRECTORS AND SENIOR MANAGEMENT

Article 14 Upon approval by the Nomination, Remuneration and Appraisal Committee, special rewards or penalties may be temporarily established for specific matters as adjustments to the remuneration of directors and senior management who serve in the Company.

Chapter V Payment, Suspension and Recovery of Remuneration

Article 15 The Nomination, Remuneration and Appraisal Committee supervises the implementation of the remuneration system. The Human Resources Department and the Finance Department assist the Nomination, Remuneration and Appraisal Committee in specific implementation of the remuneration plan and day-to-day management of remuneration payments.

Article 16 A certain percentage of the performance-based remuneration of the Company’s directors and senior management shall be paid after the disclosure of the annual report and the completion of the performance evaluation. The specific percentage shall be determined by the Nomination, Remuneration and Appraisal Committee based on the actual circumstances of the year. The performance evaluation shall be conducted based on audited financial data.

Article 17 Where directors or senior management of the Company leave their posts due to re-election, re-appointment, resignation during their term or other reasons, their performance-based bonuses shall be calculated and paid based on their actual term of service and actual performance.

Article 18 The allowance and remuneration standards for the Company’s directors and senior management are all pre-tax amounts. After the Company withholds and pays individual income tax, various social insurance premiums and other expenses that should be borne and paid by the individuals in line with relevant national regulations, the remaining amount shall be paid to these individuals.

Article 19 When the Company makes a retrospective restatement of its financial report due to misstatements such as financial fraud, it shall promptly reappraise the performance-based remuneration and medium-to-long-term incentive income of directors and senior management and correspondingly recover any excess amount as paid.

Article 20 If an internal director or senior management of the Company breaches their duties and causes losses to the Company, or is at fault for illegal or non-compliant acts such as financial fraud, fund occupation, illegal guarantees, etc., the Company shall reduce or suspend the payment of outstanding performance-based remuneration and medium-to-long-term incentive income based on the seriousness of the circumstances, and shall recover in whole or in part the performance-based remuneration and the medium-to-long-term incentive income as already paid during the period when such relevant acts occurred.

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APPENDIX IIIB

THE REMUNERATION MANAGEMENT MEASURES OF DIRECTORS AND SENIOR MANAGEMENT

Chapter VI Supplementary Provisions

Article 21 Matters not covered by these Measures shall be handled in line with relevant national laws, regulations, normative documents and the Company’s Articles of Association. If these Measures are inconsistent with relevant laws, regulations, normative documents and the Company’s Articles of Association, the latter shall prevail.

Article 22 The Nomination, Remuneration and Appraisal Committee shall be responsible for the interpretation of these Measures.

Article 23 These Measures shall take effect from the date of approval by the shareholders’ meeting.

– 136 –

NOTICE OF ANNUAL GENERAL MEETING

CNGR Advanced Material Co., Ltd. 中偉新材料股份有限公司

(A joint stock company incorporated in the People’s Republic of China with limited liability)

(Stock Code: 2579)

NOTICE OF THE 2025 ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the 2025 annual general meeting (the “ AGM ”) of CNGR Advanced Material Co., Ltd. (the “ Company ”) will be held at the conference room, 11/F, Building B, Yunda Central Plaza, Yuhua District, Changsha City, Hunan Province, the PRC at 2:30 pm on Friday, May 22, 2026 for the following purposes:

ORDINARY RESOLUTIONS

1.00 Proposal on the Company’s 2025 Annual Report, Summary of the Annual Report and 2025 Annual Results
2.00 Proposal on the 2025 Work Report of the Board of Directors
3.00 Proposal on the Special Report on the Deposit and Usage of the Company’s 2025 Proceeds from Fund Raising
4.00 Proposal on the 2025 Financial Final Accounts Report
5.00 Proposal on the 2025 Profit Distribution Plan of the Company
6.00 Proposal on the Remuneration of Directors of the Company for 2025 and the Remuneration Plan for 2026

SPECIAL RESOLUTION

7.00 Proposal on the Revision of the Articles of Association and Certain Corporate Governance Policies (to be voted on item by item)
7.01 Articles of Association

ORDINARY RESOLUTION

7.02 Measures for the Administration of Remuneration of Directors and Senior Management

SPECIAL RESOLUTION

8.00 Proposal on the General Mandate for the issuance of Additional A Shares or H Shares of the Company

ORDINARY RESOLUTIONS

9.00 Proposal on the Re-appointment of accounting firm for 2026

– 137 –

NOTICE OF ANNUAL GENERAL MEETING

10.00 Proposal on the Re-appointment of H Share Auditor

By order of the Board CNGR Advanced Material Co., Ltd. Mr. Deng Weiming Chairman, Executive Director and President

Tongren, Guizhou, April 28, 2026

Notes:

Unless the context otherwise stated, capitalized terms used in this notice shall have the meanings as those defined in the circular of the Company dated April 28, 2026.
For the purpose of holding the AGM, the register of members of the Company will be closed from Tuesday, May 19, 2026 to Friday, May 22, 2026 (both dates inclusive), during which period no transfer of shares can be registered. In order for H Shareholders to be qualified to attend and vote at the AGM, all transfer documents accompanied by the relevant share certificates must be lodged with the H share registrar of the Company, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong, no later than 4:30 p.m. on Monday, May 18, 2026 for registration. The Shareholders whose names appear on the register of members of the Company on Tuesday, May 19, 2026 are entitled to attend and vote at the AGM.
Shareholders who are entitled to attend and vote at the AGM may appoint one or more proxies to attend and vote on their behalves. A proxy need not be a shareholder of the Company. If more than one proxy is appointed, the number of shares in respect of which each such proxy so appointed must be specified in the relevant form of proxy. Every shareholder present in person or by proxy shall be entitled to one vote for each share held by him/her.
The instrument appointing a proxy must be in writing under the hand of a Shareholder or his attorney duly authorised in writing. If the Shareholder is a legal person, that instrument must be executed either under its seal or under the hand of its director or other attorney duly authorised to sign the same on its behalf.
In order to be valid, the proxy form must be deposited, for H Shareholders of the Company, to the H share registrar of the Company, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong not less than 24 hours before the time for holding the AGM or the adjourned meeting (as the case may be) (i.e. not later than 2:30 p.m. on Thursday, May 21, 2026 (Hong Kong time)). If the proxy form is signed by a person under a power of attorney or other authority, a notarially certified copy of that power of attorney or other authority shall be deposited at the same time as mentioned in the proxy form. Completion and return of the proxy form will not preclude Shareholders from attending and voting in person at the AGM or any adjourned meetings should they so wish.
Shareholders shall produce their identity documents and supporting documents in respect of the shares of the Company held when attending the AGM. If corporate Shareholders appoint authorised representative to attend the AGM, the authorized representative shall produce his/her identity documents and a notarially certified copy of the relevant authorization instrument signed by the board of directors or other authorised parties of the corporate Shareholders or other notarially certified documents allowed by the Company. Proxies shall produce their identity documents and the proxy form signed by the Shareholders or their attorney when attending the AGM.
Shareholders attending the AGM shall be responsible for their own travel and accommodation expenses.
All resolutions at the AGM will be taken by poll (except where the chairman decides to allow a resolution relating to a procedural or administrative matter to be voted on by a show of hands) pursuant to the Listing Rules. The results of the poll will be published on the websites of the Hong Kong Stock Exchange and the Company in accordance with the Listing Rules.

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NOTICE OF ANNUAL GENERAL MEETING

References to time and dates in this notice are to Hong Kong time and dates.
According to Article 80 of the Articles of Association, an ordinary resolution at a Shareholders’ meeting shall be passed by more than half of the voting rights held by the Shareholders present at the Shareholders’ meeting, while a special resolution at a Shareholders’ meeting shall be passed by at least two-thirds of the voting rights held by the Shareholders present at the Shareholders’ meeting.
For the purpose of determining whether any resolution proposed at the AGM constitutes an ordinary resolution or a special resolution, reference shall be made to the version published on the Company’s website and the HKEX website.

– 139 –

AI assistant

CNGR Advanced Material Co., Ltd. — AGM Information 2026

50686_rns_2026-04-28_f6df5579-6ca2-4d7a-9a93-415c47909daa.pdf

CNGR Advanced Material Co., Ltd. 中偉新材料股份有限公司

(11) NOTICE OF 2025 ANNUAL GENERAL MEETING

DEFINITIONS

DEFINITIONS

With respect to the Profit Distribution:

EXPECTED TIMETABLE

CNGR Advanced Material Co., Ltd. 中偉新材料股份有限公司

(Stock Code: 2579)

To the Shareholders

INTRODUCTION

2. 2025 WORK REPORTS OF THE BOARD OF DIRECTORS

3. RESOLUTION REGARDING THE SPECIAL REPORT ON THE DEPOSIT AND ACTUAL USE OF PROCEEDS IN 2025

4. 2025 FINAL FINANCIAL REPORT

5. PROFIT DISTRIBUTION PROPOSAL FOR 2025

Taxation Relief and Exemption of Dividend for H Shareholders

A. Individual Income Tax

B. Enterprise Income Tax

C. Shenzhen-Hong Kong Stock Connect

D. Shanghai-Hong Kong Stock Connect

LETTER FROM THE BOARD

Special announcement

6. RESOLUTION REGARDING THE 2025 DIRECTORS’ REMUNERATION AND THE 2026 REMUNERATION PLAN

7. PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION AND CERTAIN GOVERNANCE REGULATIONS

8. GENERAL MANDATE TO ISSUE SHARES

9. RE-APPOINTMENT OF DOMESTIC ACCOUNTING FIRM

10. RE-APPOINTMENT OF H SHARE AUDITOR

AGM

CLOSURE OF REGISTER OF MEMBERS

VOTING

RESPONSIBILITY STATEMENT

RECOMMENDATION

GENERAL INFORMATION

CNGR Advanced Material Co., Ltd. Board of Directors’ Work Report for 2025

I. OVERALL BUSINESS PERFORMANCE IN 2025

II. MAIN WORK OF THE BOARD IN 2025

(i) Convening of board meetings

Name of proposal

Date of No. Meeting session convening

Name of proposal

Date of No. Meeting session convening

Name of proposal

Date of No. Meeting session convening

Name of proposal

Date of No. Meeting session convening

Name of proposal

Name of proposal

Name of proposal

(ii) Implementation of resolutions at shareholders’ meeting by the Board

Date of No. Meeting session convening

Name of proposal

Date of No. Meeting session convening

Name of proposal

Name of proposal

(iii) Performance of duties by special committees of the Board

(iv) Performance of duties by directors

(v) Performance of duties by independent directors

(vi) Information disclosure

(vii) Investor relations management

III. BOARD OF DIRECTORS’ WORK PLAN FOR 2026

CNGR Advanced Material Co., Ltd. The Report of the Independent Director for 2025 (Reporter: Cao Feng)

I. BASIC INFORMATION OF THE INDEPENDENT DIRECTOR

II. OVERVIEW OF PERFORMANCE OF DUTIES IN 2025

(I) Attendance at Board of Directors and Shareholders’ Meetings

(II) Performance of the Special Committees of the Board

(III) Communication with Internal Auditors and Accounting Firms

(IV) On-Site Work and the Company’s Cooperation with the Independent Director at Work

III. WORK ON PROTECTING THE INVESTORS’ LEGITIMATE RIGHTS AND INTERESTS

(I) Diligently Fulfilling Duties as an Independent Director

(II) Deepening Studies to Enhance Awareness of Protecting the Rights of Public Shareholders

IV. KEY CONCERNS IN THE DUTY PERFORMANCE OF INDEPENDENT DIRECTORS DURING THE YEAR

(I) Related Party Transactions to be Disclosed

(II) Plans of the Company and Related Parties to Change or Waive Commitments

(III) Decisions Made, and Measures Taken by The Board of the Acquired Listed Companies Regarding the Acquisition

(IV) Disclosure of Financial Information in Financial Accounting Reports and Periodic Reports, as well as Internal Control Evaluation Reports

(V) Engagement of an Accounting Firms

(VI) Appointment of the Person in Charge of the Financial Affairs of the Listed Company

(VIII) Nomination or Appointment or Removal of Directors, Appointment of Senior Management Officers

CNGR Advanced Material Co., Ltd. AGM Information 2026