Ganfeng Lithium Group Co., Ltd. - Proxy Solicitation & Information Statement 2019

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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.

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 licensed securities dealer, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Ganfeng Lithium Co., Ltd., you should at once hand this circular, together with the enclosed form of proxy, to the purchaser or transferee or to the bank, licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

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

(Stock Code: 1772)

(1)THE APPLICATION FOR BANK FACILITIES AND PROVISION OF GUARANTEES BY THE COMPANY AND ITS WHOLLY-OWNED SUBSIDIARY (2)REDUCTION OF REGISTERED CAPITAL

(3)AMENDMENTS TO THE ARTICLES OF ASSOCIATION

AND

(4)NOTICE OF THE EGM

A letter from the Board is set out on pages 1 to 10 of this circular.

Whether or not you intend to attend the EGM, we encourage you to complete and return the form of proxy in respect of the EGM in accordance with the instructions printed thereon as soon as possible and in any event not less than 24 hours prior to the commencement of such meeting (or any adjournments thereof). Completion and return of the form of proxy will not preclude you from attending and voting in person at the EGM or any adjournment thereof (as the case may be) should you so wish. Shareholders who intend to attend the EGM should also complete and return the reply slip in accordance with the instructions printed thereon.

November 19, 2019

Pages	Pages
DEFINITIONS..................................................................................................................................	ii
LETTER FROM THE BOARD........................................................................................................	1
I. INTRODUCTION.........................................................................................................	2
II. THE APPLICATION FOR BANK FACILITIES AND PROVISION OF
GUARANTEES BY THE COMPANY AND ITS WHOLLY-OWNED
SUBSIDIARY................................................................................................................	2
III. REDUCTION OF REGISTERED CAPITAL..............................................................	8
IV. AMENDMENTS TO THE ARTICLES OF ASSOCIATION......................................	8
V. EGM..............................................................................................................................	8
VI. VOTING BY WAY OF POLL......................................................................................	10
VII. RECOMMENDATION.................................................................................................	10
VIII. RESPONSIBILITY STATEMENT..............................................................................	10
APPENDIX I AMENDMENTS TO THE ARTICLES OF ASSOCIATION...............................	11
NOTICE OF THE EGM....................................................................................................................	13

– i –

DEFINITIONS

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

“A Share(s)”

ordinary share(s) of the Company, with a nominal value of RMB1.00 each, which are subscribed for in RMB and listed on the SZSE (stock code: 002460)

“Articles of Association” the articles of association of the Company, as amended from time to time
“Board” the board of Directors
“Company” Ganfeng Lithium Co., Ltd. (江西贛鋒鋰業股份有限公司), a joint stock company established in the PRC on March 2, 2000 and converted from our predecessor Jiangxi Ganfeng Lithium Company Limited (江西贛鋒鋰業有限公司, formerly known as Xinyu Ganfeng Lithium Company Limited (新余贛鋒鋰業有限公司)) into a joint stock company with limited liability under the PRC Company Law on December 18, 2007, the A Shares of which have been listed on the SZSE since August 10, 2010 (Stock Code: 002460), and except where the context otherwise requires includes its predecessors and subsidiaries
“Director(s)” the director(s) of the Company
“EGM” the extraordinary general meeting of the Company to be held at 2:00 p.m., on Tuesday, January 7, 2020 at the Conference Room, 4th Floor, R&D Building at the Company’s Headquarter, Longteng Road, Economic Development Zone, Xinyu, Jiangxi Province, the PRC
“GFL International” GFL International Co., Limited, a private company limited by shares incorporated in Hong Kong on March 29, 2011 and a wholly-owned subsidiary of our Company
“Group”
“H Share(s)”
the Company and its subsidiaries overseas listed foreign shares in the share capital of the Company, with a nominal value of RMB1.00 each, which are listed on the Main Board of the Stock Exchange and traded in Hong Kong dollars (stock code: 1772)

– ii –

DEFINITIONS

“Hong Kong” the Hong Kong Special Administrative Region of the PRC “Hong Kong Listing Rules” the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited “Latest Practicable Date” November 17, 2019, being the latest practicable date prior to the printing of this circular for ascertaining certain information in this circular “PRC” the People’s Republic of China “RMB” Renminbi, the lawful currency of the PRC “Share(s)” A Share(s) and/or H Share(s) “Shareholder(s)” holder(s) of Share(s) “SZSE” The Shenzhen Stock Exchange “Stock Exchange” The Stock Exchange of Hong Kong Limited “%” per cent

– iii –

LETTER FROM THE BOARD

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

(Stock Code: 1772)

Executive Directors: Registered Office: Mr. LI Liangbin Longteng Road, Mr. WANG Xiaoshen Economic Development Zone Mr. SHEN Haibo Xinyu City, Ms. DENG Zhaonan Jiangxi Province, PRC Mr. XU Xiaoxiong

Principal Place of Business in Hong Kong: Non-executive Directors: 40/F, Sunlight Tower Mr. HUANG Daifang 248 Queen’s Road East Wanchai Independent non-executive Directors: Hong Kong

Independent non-executive Directors: Mr. GUO Huaping Mr. HUANG Huasheng Mr. LIU Jun Ms. WONG Sze Wing

November 19, 2019

To the Shareholders

Dear Sir or Madam,

(1)THE APPLICATION FOR BANK FACILITIES AND PROVISION OF GUARANTEES BY THE COMPANY AND ITS WHOLLY-OWNED SUBSIDIARY (2)REDUCTION OF REGISTERED CAPITAL

(3)AMENDMENTS TO THE ARTICLES OF ASSOCIATION AND

(4)NOTICE OF THE EGM

– 1 –

LETTER FROM THE BOARD

I. INTRODUCTION

The purpose of this circular is to provide you with the relevant information for making informed decisions in respect of the resolutions at the EGM in respect of, among other things, (i) the application for bank facilities and provision of guarantees by the Company and its wholly-owned subsidiary; (ii) reduction of registered capital; and (ii) amendments to the Articles of Association.

II. THE APPLICATION FOR BANK FACILITIES AND PROVISION OF GUARANTEES BY THE COMPANY AND ITS WHOLLY-OWNED SUBSIDIARY

Reference is made to the overseas regulatory announcement of the Company dated October 28, 2019.

A. Overview of the guarantee

At the 37th meeting of the fourth session of the Board held on October 28, 2019, the resolution in relation to the application for bank facilities and provision of guarantees by the Company and its wholly-owned subsidiary was considered and approved. In order to meet the development, production and operational needs of the Company and its whollyowned subsidiary, the Company and its wholly-owned subsidiary GFL International were approved to apply to the following cooperative banks for a comprehensive credit line of RMB6,065 million in total, of which a total of RMB105 million will be guaranteed by way of joint liability guarantees provided by the Company for GFL International. The details are as follows:

– 2 –

LETTER FROM THE BOARD

Unit: RMB0’000

Name of		Type of credit
applicant	Name of bank	facility	Method of guarantee	Line of credit	Term
The Company	ICBC, Xinyu	Comprehensive credit	Credit guarantee	147,000	1 year
	Branch	facilities
	PSBC, Xinyu	Comprehensive credit	Credit guarantee	150,000	3 years
	Branch	facilities
	CM Bank,	Comprehensive credit	Credit guarantee	50,000	2 years
	Nanchang	facilities
	Branch
	Minsheng Bank,	Comprehensive credit	Credit guarantee	100,000	1 year
	Nanchang	facilities
	Branch
	Bank of Beijing,	Comprehensive credit	Credit guarantee	50,000	1 year
	Nanchang	facilities
	Branch
	Ping An Bank,	Comprehensive credit	Credit guarantee	50,000	1 year
	Nanchang	facilities
	Branch
The Company	HSBC, Nanchang	Comprehensive credit	Credit guarantee	59,500	1 year
GFL International	Branch	facilities	Joint liability guarantee
			of not more than
			RMB105 million
			provided by the
			Company
Total				606,500

– 3 –

LETTER FROM THE BOARD

The Company and its subsidiary are exempt from paying guarantee fees or providing counterguarantees in respect of the above guarantees.

The management of the Company is hereby authorized to handle relevant formalities and sign relevant legal documents on behalf of the Company within the line of credit facilities as approved by the resolution. This matter is subject to the consideration and approval at the EGM.

As at the Latest Practicable Date, no agreement has been entered into in respect of the above guarantees.

B. Basic information on the guaranteed party

Basic Information on GFL International

Company name: GFL International Co., Limitied

Place of incorporation: Hong Kong

Scope of business: Investment and trading (minerals, etc.)

Number of certificate of incorporation: 1580183 Business registration number: 5814941200003117

Below is the financial data of GFL International for the year ended December 31, 2018 and the six months ended June 30, 2019:

Unit: RMB0’000

	December 31,	June 30,
Item	2018	2019
	(Audited)	(Unaudited)
Total assets	231,517.61	348,049.54
Net assets	231,330.26	347,820.03
		First two
		quarters of
Item	2018	2019
	(Audited)	(Unaudited)
Operating revenue	115,142.11	66,385.84
Net profit	-764.21	5,532.17

As at June 30, 2019, the gearing ratio of GFL International was 0.07%.

– 4 –

LETTER FROM THE BOARD

C. Opinions of the Board

In order to meet the capital requirements of the Company and GFL International, its whollyowned subsidiary, the provision of guarantees by the Company for its wholly-owned subsidiary is conducive to the development and production and operational needs of the Company, satisfaction of the financing requirements of the Company, and the long-term development of the Company. The guaranteed party involved in the guarantees is a whollyowned subsidiary of the Company and the wholly-owned subsidiary provided no counter guarantees. The Company has established the centralized capital management model to conduct real-time monitoring on the capital flow and financial information of subsidiaries. It has the ability to conduct effective control on the risks may be involved in the provision of guarantees and guarantee the overall safe operation of the capitals of the Company without prejudice to the interests of the Company and the minority Shareholders. Therefore, all members of the Board approved the application for bank facilities and the provision of guarantees by the Company and its wholly-owned subsidiary.

D. Accumulative amount of external guarantees and amount of overdue guarantees

As at the date of this announcement, the guarantees provided by the Company and its subsidiaries only refer to those between the Company and its subsidiaries whose financial results were consolidated into the consolidated financial statements of the Group. The accumulative amount of external guarantees approved and used by the Company is as follows:

Unit: RMB0’000

		Guarantees approved and used	Guarantees approved and used	Guarantees	actually incurred
			Percentage		Percentage of
			of the latest		the latest audited
			audited net assets		net assets of the
Guarantor	Guaranteed party	Amount	of the Company	Amount	Company
Joint liability	The Company and	400,000	50.48%	109,378.5	13.8%
guarantees and real	its wholly-owned
estate mortgages	subsidiaries
provided by the
Company
and its wholly-
owned subsidiaries

– 5 –

LETTER FROM THE BOARD

		Guarantees approved and used	Guarantees approved and used	Guarantees	actually incurred
			Percentage		Percentage of
			of the latest		the latest audited
			audited net assets		net assets of the
Guarantor	Guaranteed party	Amount	of the Company	Amount	Company
The Company	Wholly-owned	50,000	6.31%	0	–
	subsidiaries of
	the Company
The Company	Wholly-owned	30,000	3.79%	0	–
	subsidiaries of
	the Company
Total		480,000	60.58%	109,378.5	13.8%

The Company is not involved in any overdue guarantee or guarantee litigation.

After the provision of joint liability guarantees of RMB105 million in total by the Company to GFL International has been considered and approved, the accumulative amount of valid external guarantees approved and provided by the Company (including cross guarantees between the Company and its subsidiaries) will be RMB4,905 million, representing 61.87% of the latest audited net assets of the Company, with the details as follows:

Unit: RMB0’000

Valid guarantees approved Guarantees actually by the Company incurred Percentage Percentage of the latest of the latest audited net audited net assets of the assets of the Guarantor Guaranteed party Amount Company Amount Company Joint liability The Company and 400,000 50.48% 109,378.5 13.8% – guarantees its wholly-owned The remaining and real estate subsidiaries portion will be mortgages utilized according provided by the to the business Company and its development needs wholly-owned of the companies. subsidiaries

– 6 –

LETTER FROM THE BOARD

Valid guarantees approved Guarantees actually by the Company incurred Percentage Percentage of the latest of the latest audited net audited net assets of the assets of the Guarantor Guaranteed party Amount Company Amount Company The Company Wholly-owned 50,000 6.31% These will be utilized – subsidiaries of the according to Company the business The Company Wholly-owned 30,000 3.79% development needs subsidiaries of the of the companies. Company The Company GFL International 10,500 1.32% Total 490,500 61.87% 109,378.5 13.8%

E. Opinions of independent Directors

Independent Directors are of the opinion that in order to meet the capital requirements of the Company and its wholly-owned subsidiaries, the provision of guarantees by the Company to its wholly-owned subsidiaries is conducive to the development and production and operational needs of the Company, satisfaction of the financing requirements of the Company, and the long-term development of the Company without prejudice to the interests of the Company and the minority Shareholders. The decision-making procedures and methods of the Board on the guarantee met the provisions of relevant laws and regulations and the Articles of Association without prejudice to the interests of the Company and all Shareholders. Therefore, all independent Directors approved the application for bank facilities and the provision of guarantees by the Company and its wholly-owned subsidiary.

The resolution in relation to the application for bank facilities and provision of guarantees by the company and its wholly-owned subsidiary was considered and approved at the 37th meeting of the fourth session of the Board and is subject to the approval by way of a special resolution at the EGM.

– 7 –

LETTER FROM THE BOARD

III. REDUCTION OF REGISTERED CAPITAL

Reference is made to the overseas regulatory announcement of the Company dated October 28, 2019.

As a result of the conversion of convertible corporate bonds publicly issued by the Company in 2017 and the repurchase and cancellation by the Company of all the restricted shares granted but not yet unlocked under the 2017 restricted share incentive scheme, the total share capital of the Company was reduced from 1,315,081,202 Shares to 1,292,600,241 Shares; and its registered capital was reduced from RMB1,315,081,202 to RMB1,292,600,241.

The resolution in relation to reduction of registered capital is subject to the approval by way of a special resolution at the EGM.

IV. AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Reference is made to the announcement of the Company dated October 28, 2019 in relation to the proposed amendments to the Articles of Association.

In light of the changes in the business scope, the shareholding structure and the registered capital of the Company, the resolution in relation to the proposed amendments to the Articles of Association was considered and approved at the 37th meeting of the fourth session of the Board.

The details of the amendments are set out in Appendix I of this circular. The Articles of Association and its amendments were written in Chinese, without formal English version. As such, any English translation shall be for reference only. In case of any discrepancies, the Chinese version shall prevail.

The resolution in relation to the proposed amendments to the Articles of Association is subject to the approval by way of a special resolution at the EGM.

V. EGM

The proposed resolutions regarding (i) the application for bank facilities and provision of guarantees by the Company and its wholly-owned subsidiary; (ii) reduction of registered capital; and (iii) amendments to the Articles of Association are subject to the approval by way of special resolutions of Shareholders at the EGM pursuant to the Articles of Association, which must be passed by two-thirds or more than two-thirds of the total number of shares with valid voting rights held by Shareholders attending the meeting.

– 8 –

LETTER FROM THE BOARD

According to the requirements of Rules for the General Assemblies of Shareholders of Listed Companies (Revised in 2016) (《上市公司股東大會規則(2016年修訂)》) and Guidelines of the Shenzhen Stock Exchange for Standardised Operation of Companies Listed on the Small and Medium-sized Enterprise Board (Revised in 2015) (《深圳證券交易所中小企業板上市公司規範運作指引(2015年修訂)》), votes of small and medium investors in proposal (iv) will be counted separately, and the results of the separate counting will be disclosed in the announcement on the resolutions of this general meeting. Small and medium-sized investors refer to Shareholders other than the Company’s Directors, supervisors, senior management and Shareholders who individually or collectively hold more than 5% of the Company’s Shares.

To the best knowledge, information and belief of the Directors having made all reasonable enquiries, none of the Shareholders is required to abstain from voting at the EGM under the Hong Kong Listing Rules.

(i) A notice convening the EGM to be held at the conference room of the Company at 4th Floor, R&D Building at the Company’s Headquarter, Longteng Road, Economic Development Zone, Xinyu, Jiangxi Province, the PRC on Tuesday, January 7, 2020 at 2:00 p.m.; and (ii) the form of proxy for use at and the reply slip in relation to the EGM were despatched by the Company on November 19, 2019 and also published and available for downloading on the websites of the Stock Exchange at www.hkexnews.com.hk and of the Company at www.ganfenglithium.com. As disclosed in the meeting notice, for the purpose of determining the H Shareholders entitled to attend and vote at the EGM, the register of members of the H Shares of the Company has been scheduled to close from Saturday, December 7, 2019 to Tuesday, January 7, 2020 (both days inclusive), during which period no transfer of H Share will be registered. Shareholders whose names appear on the register of members of the H Shares of the Company kept with the Computershare Hong Kong Investor Services Limited at 4:30 p.m. on Friday, December 6, 2019 are entitled to attend the EGM. Whether or not you intend to attend the EGM, we encourage you to complete and return the form of proxy in respect of the EGM in accordance with the instructions printed thereon as soon as possible and in any event not less than 24 hours prior to the commencement of the EGM (or any adjournments thereof). Completion and return of the form of proxy will not preclude you from attending and voting in person at the EGM or any adjournment thereof (as the case may be) should you so wish. Shareholders who intend to attend the EGM should also complete and return the reply slip in accordance with the instructions printed thereon.

– 9 –

LETTER FROM THE BOARD

VI. VOTING BY WAY OF POLL

The votes of the Shareholders at the EGM will be taken by poll in accordance with Rule 13.39(4) of the Hong Kong Listing Rules and the Company will announce the results of the poll in the manner prescribed under Rule 13.39(5) of the Hong Kong Listing Rules. To the best knowledge, information and belief of the Directors having made all reasonable enquiries, none of the Shareholders is required to abstain from voting at the general meeting under the Hong Kong Listing Rules. To the best knowledge, information and belief of the Directors, having made all reasonable enquiries, there is (i) no voting trust or other agreement or arrangement or understanding entered into by or binding upon any Shareholder; and (ii) no obligation or entitlement of any Shareholder as at the Latest Practicable Date, whereby he/she has or may have temporarily or permanently passed control over the exercise of the voting right in respect of his/her Shares to a third party, either generally or on a case-by-case basis. Accordingly, to the best knowledge, information and belief of the Directors, there exists no discrepancy between any Shareholder ’s beneficial shareholding interest in the Company and the number of Shares in respect of which such Shareholder will control or will be entitled to exercise control over the voting right at the EGM.

VII. RECOMMENDATION

The Board considers that the proposed resolutions set out above are in the interests of the Company and the Shareholders as a whole. Accordingly, the Board recommends that Shareholders eligible to vote at the EGM to attend and vote in favour of the resolutions.

VIII. 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 with regard to the Group. 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.

Yours faithfully

For and on behalf of the Board GANFENG LITHIUM CO., LTD. LI Liangbin

Chairman

– 10 –

APPENDIX I AMENDMENTS TO THE ARTICLES OF ASSOCIATION

AMENDMENTS TO THE ARTICLES OF ASSOCIATION COMPARISON TABLE

No. Original version

Revised version

1 Article 11

⋯⋯

Article 11

⋯⋯

The Company’s business scope: Production of lithium hydroxide (11kt/a) (valid until March 16, 2021); lithium fluoride (1500t/a) (valid until December 28, 2021); butyllithium (500t/a) (valid until December 25, 2021); sales of butyllithium, chlorobutane, cyclohexane, metallic lithium, lithium hydroxide, lithium fluoride, lithium hydride, lithium oxide, lithium aluminum hydride, lithium silicon alloy, lithium aluminum alloy, sulfuric acid, hydrochloric acid (valid until December 19, 2019); sales of non-ferrous metals, batteries, battery materials, instrumentation spare parts, machinery and equipment, production, processing and sales of chemical products, chemical materials and chemicals (excluding hazardous chemicals and precursor chemicals); research and experimental development, technology promotion services, new energy research and development; import and export of goods and technologies (operation subject to licenses); capital investment services and investment consulting services. (operational activities in connection with the items subject to approval according to the law may only be carried out after approved by the competent authorities).

⋯⋯

The Company’s business scope: Production of lithium hydroxide ( 31 kt/a) (valid until March 16, 2021); lithium fluoride (1500t/a) (valid until December 28, 2021); butyllithium (500t/ a) (valid until December 25, 2021); sales of lithium hydride, lithium oxide, lithium boron alloy, lithium silicon alloy, lithium aluminum alloy, sulfuric acid, hydrochloric acid, butyllithium, chlorobutane, n-hexane, cyclohexane, metallic lithium, lithium hydroxide, lithium fluoride (valid until June 3, 2022) ; sales of non-ferrous metals, batteries, battery materials, instrumentation spare parts, machinery and equipment, production, processing and sales of chemical products, chemical materials and chemicals (excluding hazardous chemicals and precursor chemicals); research and experimental development, technology promotion services, new energy research and development; import and export of goods and technologies (operation subject to licenses); capital investment services and investment consulting services. (operational activities in connection with the items subject to approval according to the law may only be carried out after approved by the competent authorities).

⋯⋯

– 11 –

AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

No.

Original version

Revised version

2 Article 18
⋯⋯

Article 18

⋯⋯

Subject to the approval of the examination and approval authority authorized by the State Council, the total number of ordinary shares that Company may issue shall be 1,315,081,202 shares. The shareholding structure of the Company is as follows: 1,315,081,202 ordinary shares, including 1,114,895,402 domestic-listed domestic shares (A-shares), accounting for 84.78% of the total number of shares of the Company; 200,185,800 overseas listed foreign shares (H-shares), accounting for 15.22% of the total number of shares of the Company.

⋯⋯

Subject to the approval of the examination and approval authority authorized by the State Council, the total number of ordinary shares that Company may issue shall be 1,292,600,241 shares. The shareholding structure of the Company is as follows: 1,292,600,241 ordinary shares, including 1,092,414,441 domesticlisted domestic shares (A-shares), accounting for 84.51 % of the total number of shares of the Company; 200,185,800 overseas listed foreign shares (H-shares), accounting for 15.49% of the total number of shares of the Company.

⋯⋯

3 Article 22

Article 22

⋯⋯ ⋯⋯

The registered capital of the Company shall be RMB1,315,081,202

The registered capital of the Company shall be RMB 1,292,600,241 .

– 12 –

NOTICE OF THE EGM

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

(Stock Code: 1772)

NOTICE OF THE EGM

NOTICE IS HEREBY GIVEN that the extraordinary general meeting (the “ EGM ”) of Ganfeng Lithium Co., Ltd. (the “ Company ”) will be held at the conference room of the Company at 4th Floor, R&D Building at the Company’s Headquarter, Longteng Road, Economic Development Zone, Xinyu, Jiangxi Province, the People’s Republic of China on Tuesday, January 7, 2020 at 2:00 p.m. for the following purposes. Unless otherwise stated, the terms used herein and in the following resolutions shall have the same meanings as defined in the circular of the Company dated November 19, 2019 (the “ Circular ”), for which the notice convening the EGM shall constitute a part. The following resolutions shall be considered and approved, if thought fit, at the EGM:

SPECIAL RESOLUTIONS

The application for bank facilities and provision of guarantees by the Company and its whollyowned subsidiary;
Reduction of registered capital; and
Amendments to the Articles of Association.

By order of the Board GANFENG LITHIUM CO., LTD. LI Liangbin Chairman

November 19, 2019

As at the date of this notice, the Board of the Company comprises Mr. LI Liangbin, Mr. WANG Xiaoshen, Mr. SHEN Haibo, Ms. DENG Zhaonan and Mr. XU Xiaoxiong as executive directors of the Company; Mr. HUANG Daifang as non-executive director of the Company; and Mr. GUO Huaping, Mr. HUANG Huasheng, Mr. LIU Jun and Ms. WONG Sze Wing as independent non-executive directors of the Company.

– 13 –

NOTICE OF THE EGM

Notes:

(A) In order to determine the list of shareholders of the Company who will be entitled to attend and vote at the EGM, the registers of members of the Company will be closed from Saturday, December 7, 2019 to Tuesday, January 7, 2020, both days inclusive, during which no transfer of H shares in the share capital of the Company with a nominal value of RMB1.00 each, which are traded in Hong Kong dollar and listed on the Hong Kong Stock Exchange (“ H Shares ”), will be effected. Holders of H Shares whose names appear on the registers of members of the Company at 4:30 p.m. on Friday, December 6, 2019 shall be entitled to attend and vote at the EGM. In order for the holders of H Shares to qualify to attend and vote at the EGM, all transfer documents accompanied by the relevant share certificates must be lodged with the Company’s H Share Registrar, Computershare Hong Kong Investor Services Limited at Shops 1712–1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, no later than 4:30 p.m. on Friday, December 6, 2019 for registration.
(B) Holders of H Shares intending to attend the EGM (or any adjournment thereof) should complete and return the reply slip for attending the EGM (or any adjournment thereof) personally, by facsimile or by post.

Holders of H Shares should complete and return the reply slip to the Company’s H Share Registrar by facsimile at (852) 2865 0990 or by post to (or by depositing it at) 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong such that the reply slip shall be received by the Company’s H Share Registrar 20 days before the EGM (i.e. on or before Wednesday, December 18, 2019).

(C) Each holder of H Shares may, by completing the form of proxy of the Company, appoint one or more proxies to attend and vote at the EGM (or any adjournment thereof) on his behalf. A proxy need not be a shareholder of the Company.
(D) Holders of H Shares must use the form of proxy of the Company for appointing a proxy and the appointment must be in writing. The form of proxy must be signed by the relevant shareholder of the Company or by a person duly authorized by the relevant shareholder of the Company in writing (a “ power of attorney ”). If the form of proxy is signed by the person authorized by the relevant shareholder of the Company as aforesaid, the relevant power of attorney and other relevant documents of authorization (if any) must be notarized. If a corporate shareholder of the Company appoints a person other than its legal representative to attend the EGM (or any adjournment thereof) on its behalf, the relevant form of proxy must be affixed with the company seal of the corporate shareholder of the Company or duly signed by the chairman of the board of directors or any other person duly authorized by that corporate shareholder of the Company as required by the articles of association of the Company.
(E) To be valid, the form of proxy and the relevant notarized power of attorney (if any) and other relevant documents of authorization (if any) as mentioned in note (D) above must be delivered to the Company’s H Share Registrar, Computershare Hong Kong Investor Services Limited (address: 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong), not less than 24 hours before the time appointed for the EGM (i.e. not later than 2:00 p.m. on Monday, January 6, 2020, Hong Kong time) (or any adjournment thereof).
(F) Shareholders may contact the Company’s H Share Registrar, Computershare Hong Kong Investor Services Limited by telephone at (852) 2862 8555 or by email to [email protected] in connection with the EGM.
(G) A shareholder of the Company or his proxy should produce proof of identity when attending the EGM (or any adjournment thereof). If a corporate shareholder’s legal representative or any other person duly authorised by such corporate shareholder attends the EGM (or any adjournment thereof), such legal representative or other person shall produce his proof of identity, proof of designation as legal representative and/or the valid authorization document (as the case may be).

– 14 –

NOTICE OF THE EGM

(H) The EGM (or any adjournment thereof) is expected to last for one day. Shareholders who attend the EGM (or any adjournment thereof) shall bear their own travelling and accommodation expenses.
(I) As at the date of this notice, the Board of the Company comprises Mr. LI Liangbin, Mr. WANG Xiaoshen, Mr. SHEN Haibo, Ms. DENG Zhaonan and Mr. XU Xiaoxiong as executive directors of the Company; Mr. HUANG Daifang as non-executive director of the Company; and Mr. GUO Huaping, Mr. HUANG Huasheng, Mr. LIU Jun and Ms. WONG Sze Wing as independent non-executive directors of the Company.

– 15 –

AI assistant

Ganfeng Lithium Group Co., Ltd. Proxy Solicitation & Information Statement 2019

50157_rns_2019-11-19_06964fa0-d210-4e15-96d3-1eb22bdba8fe.pdf

(1)THE APPLICATION FOR BANK FACILITIES AND PROVISION OF GUARANTEES BY THE COMPANY AND ITS WHOLLY-OWNED SUBSIDIARY (2)REDUCTION OF REGISTERED CAPITAL

AND

(4)NOTICE OF THE EGM

CONTENTS

(4)NOTICE OF THE EGM

I. INTRODUCTION

II. THE APPLICATION FOR BANK FACILITIES AND PROVISION OF GUARANTEES BY THE COMPANY AND ITS WHOLLY-OWNED SUBSIDIARY

A. Overview of the guarantee

B. Basic information on the guaranteed party

C. Opinions of the Board

D. Accumulative amount of external guarantees and amount of overdue guarantees

E. Opinions of independent Directors

III. REDUCTION OF REGISTERED CAPITAL

IV. AMENDMENTS TO THE ARTICLES OF ASSOCIATION

V. EGM

LETTER FROM THE BOARD

VI. VOTING BY WAY OF POLL

VII. RECOMMENDATION

VIII. RESPONSIBILITY STATEMENT

Yours faithfully

For and on behalf of the Board GANFENG LITHIUM CO., LTD. LI Liangbin

AMENDMENTS TO THE ARTICLES OF ASSOCIATION COMPARISON TABLE

No. Original version

Revised version

No.

Original version

Revised version

NOTICE OF THE EGM

SPECIAL RESOLUTIONS

Notes:

AI assistant

Ganfeng Lithium Group Co., Ltd. — Proxy Solicitation & Information Statement 2019

50157_rns_2019-11-19_06964fa0-d210-4e15-96d3-1eb22bdba8fe.pdf

(1)THE APPLICATION FOR BANK FACILITIES AND PROVISION OF GUARANTEES BY THE COMPANY AND ITS WHOLLY-OWNED SUBSIDIARY (2)REDUCTION OF REGISTERED CAPITAL

AND

(4)NOTICE OF THE EGM

CONTENTS

(4)NOTICE OF THE EGM

I. INTRODUCTION

II. THE APPLICATION FOR BANK FACILITIES AND PROVISION OF GUARANTEES BY THE COMPANY AND ITS WHOLLY-OWNED SUBSIDIARY

A. Overview of the guarantee

B. Basic information on the guaranteed party

C. Opinions of the Board

D. Accumulative amount of external guarantees and amount of overdue guarantees

E. Opinions of independent Directors

III. REDUCTION OF REGISTERED CAPITAL

IV. AMENDMENTS TO THE ARTICLES OF ASSOCIATION

V. EGM

LETTER FROM THE BOARD

VI. VOTING BY WAY OF POLL

VII. RECOMMENDATION

VIII. RESPONSIBILITY STATEMENT

Yours faithfully

For and on behalf of the Board GANFENG LITHIUM CO., LTD. LI Liangbin

AMENDMENTS TO THE ARTICLES OF ASSOCIATION COMPARISON TABLE

No. Original version

Revised version

No.

Original version

Revised version

NOTICE OF THE EGM

SPECIAL RESOLUTIONS

Notes:

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Ganfeng Lithium Group Co., Ltd. Proxy Solicitation & Information Statement 2019