Ganfeng Lithium Group Co., Ltd. — Capital/Financing Update 2021

Mar 15, 2021

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, 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 announcement.

==> picture [237 x 91] intentionally omitted <==

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

(Stock Code: 1772)

ANNOUNCEMENT ON RESULTS OF CONVERSION OF CONVERTIBLE BONDS AND CHANGES IN SHARE CAPITAL

As approved by the China Securities Regulatory Commission (Zheng Jian Xu Ke [2017] No. 2049), Ganfeng Lithium Co., Ltd (the “ Company ”) publicly issued 9.28 million A share convertible corporate bonds on December 21, 2017 with par value of RMB100 per bond and a total issued value of RMB928 million.

With the written approval of the Shenzhen Stock Exchange (Shang Zheng Fa Zi [2017] No. 2049), the aforementioned A share convertible corporate bonds of the Company have commenced listing and trading on the Shenzhen Stock Exchange from January 19, 2018. The bond short name is “Ganfeng Convertible Bonds” and the bond code is 128028. The term of the Ganfeng Convertible Bonds is 6 years and the conversion period commenced from June 27, 2018. The initial conversion price was RMB71.89 per share.

On May 18, 2018, for the grant and registration of the reserved restricted shares under 2017 restricted share incentive scheme, the conversion price of Ganfeng Convertible Bonds was adjusted to RMB71.82 per share; on May 29, 2018, for the implementation of 2017 annual profit distribution proposal, the conversion price of Ganfeng Convertible Bonds was adjusted to RMB47.61 per share; on October 12, 2018, 200,185,800 overseas-listed foreign shares (H shares) were issued by the Company, the conversion price was adjusted to RMB42.58 per share; on July 26, 2019, for the implementation of 2018 annual profit distribution proposal, the conversion price was adjusted to RMB42.28 per share; on July 22, 2020, for the implementation of 2019 annual profit distribution proposal, the conversion price was adjusted to RMB41.98 per share; on October 13, 2020, 40,037,000 H shares were newly issued by the Company, the conversion price was adjusted to RMB41.68 per share.

– 1 –

1. Information on the conversion of the Convertible Bonds

Conversion of the Ganfeng Convertible Bonds started from June 27, 2018. From June 27, 2018 to March 5, 2021, a total amount of RMB922,039,700 of Ganfeng Convertible Bonds (128028) were converted into 22,116,759 A shares of the Company (002460) (same below). (As the conversion of “Ganfeng Convertible Bonds 2” started from February 18, 2021, the accumulative amount of the conversion of Ganfeng Convertible Bonds is estimated and there is a relatively small difference between the estimate and the actual accumulative amount of the conversion.)

As at March 5, 2021, a total amount of RMB922,039,700 of Ganfeng Convertible Bonds (128028) have been converted into 22,116,759 shares of the Company (002460), representing 1.98% of the total number of issued ordinary shares (1,114,893,661 shares) of the Company immediately before the conversion of the Ganfeng Convertible Bonds (i.e., as at June 26, 2018).

As at March 5, 2021, an amount of RMB5,960,300 of Ganfeng Convertible Bonds remained outstanding, representing 0.64% of the total amount of the issued Ganfeng Convertible Bonds.

2. Information on the changes in the share capital of the Company

Nature of shares Before the change (as of June 26, 2018) Number of shares Proportion (%) I. D omestic-listed domestic shares (A shares) 1,114,893,661 100 1. Shares held subject to lock-up 328,473,289 29.46 2. Shares without lock-up 786,420,372 70.54 II. O verseas-listed foreign shares (H shares) 0 0 III. Total shares 1,114,893,661 100	Change Increase/decrease (+, -) After the change (as of March 5, 2021) Issuance of new shares Other Subtotal Number of shares Proportion (%) – 805,783 805,783 1,115,699,444 82.28 – -39,088,563 -39,088,563 289,384,726 21.34 – 39,894,346 39,894,346 826,314,718 60.94 240,222,800 – 240,222,800 240,222,800 17.72 240,222,800 805,783 241,028,583 1,355,922,244 100	Change Increase/decrease (+, -) After the change (as of March 5, 2021) Issuance of new shares Other Subtotal Number of shares Proportion (%) – 805,783 805,783 1,115,699,444 82.28 – -39,088,563 -39,088,563 289,384,726 21.34 – 39,894,346 39,894,346 826,314,718 60.94 240,222,800 – 240,222,800 240,222,800 17.72 240,222,800 805,783 241,028,583 1,355,922,244 100
		100

Note:

1. The share capital prior to the change is recorded as at June 26, 2018 (a trading day prior to the commencement of conversion).

– 2 –

1. Other reasons for the aforementioned increase/decrease:

2. ① As 200,185,800 overseas-listed foreign shares (H shares) issued by the Company on October 11, 2018 were listed and traded on the Main Board of the Hong Kong Stock Exchange, the total share capital of the Company increased by 200,185,800 shares.

3. ② As all of the 22,484,370 restricted shares granted but not yet unlocked under 2017 restricted share incentive scheme were repurchased and cancelled by the Company in July 2019, the total share capital of the Company decreased by 22,484,370 shares.

4. ③ As the placement of the 40,037,000 overseas-listed foreign shares (H shares) additionally issued by the Company on September 23, 2020 were completed, the total share capital of the Company increased by 40,037,000 shares.

5. ④ For the Company’s shares held subject to lock-up, since the locked shares held by senior management decreased by 8,552,213 shares due to the retirements of directors, supervisors and senior management from change of Board session and the annual change of the locked shares held by senior management by 25% upon unlocking during the period from June 26, 2018 to March 5, 2021, and a total of 8,051,980 shares held subject to lock-up issued for acquisition of assets were unlocked by the Company on November 30, 2018 and December 10, 2018, respectively, the Company’s shares held subject to lock-up decreased, and its shares without lock-up increased, by 16,604,193 shares in aggregation.

6. ⑤ Due to the conversions of “Ganfeng Convertible Bonds” and “Ganfeng Convertible Bonds 2” which started from June 26, 2018 and February 18, 2021, respectively, the total share capital of the Company increased by 23,290,153 shares as a result of conversion of convertible bonds.

3. Enquiry Institution

Ganfeng Lithium Co., Ltd Tel: 0790–6415606

Email address: tanqian@ganfenglithium.com

Address: Longteng Road, Economic Development Zone, Xinyu, Jiangxi Province, PRC

By order of the Board Ganfeng Lithium Co., Ltd Li Liangbin Chairman

Jiangxi, PRC March 15, 2021

As at the date of this announcement, the Board comprises Mr. LI Liangbin, Mr. WANG Xiaoshen, Ms. DENG Zhaonan and Mr. SHEN Haibo as executive directors of the Company; Mr. YU Jianguo and Ms. YANG Juan as non-executive directors of the Company; and Mr. LIU Jun, Ms. WONG Sze Wing, Ms. XU Yixin and Mr. XU Guanghua as independent non-executive directors of the Company.

– 3 –