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

Jun 28, 2019

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(A joint stock company incorporated in the People’s Republic of China with limited liability) (Stock Code: 1772)

PROXY FORM FOR EXTRAORDINARY GENERAL MEETING

I/we,[(Note 1)] of[(Note 1)] , being the registered holder(s) of[(Note 2)] H Shares (“ Shares ”) of Ganfeng Lithium Co., Ltd. (the “ Company ”), hereby appoint the Chairperson of the captioned meeting of the Company (the “ Meeting ”), or[(Note 3)] of[(Note 3)] as my/our proxy to attend and act for me/us at the Meeting to be held on Tuesday, August 13, 2019 at 2:00 p.m. at the Company’s conference room 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 (the “ PRC ”) or any adjournment thereof and to vote for me/us at the Meeting or any adjournment thereof in respect of the resolutions as indicated hereinafter, or if no such indication is given, as my/our proxy thinks fit.

	Special Resolutions	Special Resolutions	For (Note 4)	Against (Note 4)	Abstention (Note 4)
1	To consider and approve satisfaction of the conditions of the Proposed Issuance of A Share Convertible Bonds
2	To consider and approve the preliminary plan of the proposed issuance of A Share Convertible Bonds
3	To consider and approve proposed issuance of A Share Convertible Bonds and grant of specific mandate to issue A Shares upon the conversion of A Share Convertible Bonds
	3.01	Type of securities to be issued
	3.02	Size of issuance
	3.03	Par value and issue price
	3.04	Term
	3.05	Interest rate
	3.06	Method and timing of interest payment and repayment of the principal
	3.07	Conversion period
	3.08	Determination and adjustment of the conversion price
	3.09	Terms of downward adjustment to the conversion price
	3.10	Method of determining the number of shares for conversion and resolving the situation when the A Share Convertible Bonds are insufficient to be converted into one share
	3.11	Terms of redemption
	3.12	Terms of sale back
	3.13	Entitlement to dividend in the year of conversion
	3.14	Method of issue and targeted subscribers
	3.15	Subscription arrangement for the existing A Shareholders
	3.16	Matters relating to A Share Convertible Bond Holders’ meeting
	3.17	Use of proceeds
	3.18	Guarantee and security
	3.19	Deposit account for proceeds raised
	3.20	Validity period of the A Share Convertible Bond Issuance Plan
4	To consider and approve report on the use of the previously raised proceeds
5	To consider and approve feasibility report on the use of proceeds raised from the proposed issuance of A Share Convertible Bonds

	Special Resolutions	Special Resolutions	For (Note 4)	Against (Note 4)	Abstention (Note 4)
6	To consider and approve impact on the Company’s key financial indicators from dilution of immediate returns by the proposed issuance of A Share Convertible Bonds and the remedial measures to be adopted by the Company
7	To consider and approve rules for A Share Convertible Bond holders’ meeting
8	To consider and approve shareholders’ return plan for three years of 2019 to 2021
9	To consider and approve opening special account for proceeds raised
10	To consider and approve authorisation of the Board and its authorised persons to manage the matters relating to the proposed issuance of A Share Convertible Bonds
11	To consider and approve possible subscription for A Share Convertible Bonds by connected persons
12	To consider and approve proposed issuance of H Shares under Specific Mandate and connected transaction
	12.01	Class and nominal value of the Shares to be issued
	12.02	Method and date of issue
	12.03	Target subscribers
	12.04	Number of shares to be issued
	12.05	Method of pricing
	12.06	Use of proceeds
	12.07	Related party relationship, connected relationship, related party transactions, connected transactions and shareholders to abstain from voting
	12.08	Lock-up period
	12.09	The validity period of the resolution in relation to the Issuance of H Shares
13	To consider and approve proposed grant of Specific Mandate
14	To consider and approve report on the use of proceeds previously raised overseas

Date:

Shareholder’s signature[(Note 5)] ：

Notes:

Attention: Before you appoint persons as your proxy to attend the Meeting, please read the circular of the Company dated June 28, 2019.

1. Please insert your full name and address in BLOCK CAPITALS.

2. Please insert the number of Shares registered in your name and to which this Proxy Form relates. If no such number is inserted, this Proxy Form will be deemed to relate to all the Shares registered in your name.

3. If any proxy other than the Chairperson of the Meeting is appointed, cross out “the Chairperson of the captioned meeting of the Company (the “ Meeting ”), or”, and insert the name and address of the proxy desired in the space provided. Shareholders who are entitled to attend and vote at the Meeting have the power to appoint one or more proxies to attend and vote at the Meeting. The proxy appointed need not be a shareholder of the Company (“ Shareholder ”). Any alteration made to this Proxy Form must be signed by the person who originally executed this Proxy Form.

4. If you wish to vote for any resolution, please insert “ ✓ ” in the box marked “For”. If you wish to vote against any resolution, please insert “ ✓ ” in the box marked “Against”. If you wish to abstain from voting on any resolution, please insert “ ✓ ” in the box marked “Abstention”. Failure to make any indication will entitle your proxy/proxies to vote or abstain at his discretion. Your proxy/proxies will also be entitled to vote at his/her discretion on any resolution properly put to the Meeting other than those referred to in the notice convening the Meeting. Any vote which is not filled or filled wrongly or with unrecognizable writing or not casted will be deemed as having been waived by you and the corresponding vote will be counted as “Abstain”. The number of abstained votes will be counted as the required majority in favour of any resolution proposed and will be counted into the denominator for the purpose of percentage calculation of the voting.

5. This Proxy Form must be signed by you or your attorney duly authorised in writing. Corporations must execute this Proxy Form under common seal or under the hand of any director or attorney duly authorised. If this Proxy form is signed by your attorney duly authorised in writing, the power of attorney or other documents of authorisation (if any) must be notarized.

6. In case of joint holders of any Share, any one of such joint holders may vote at the Meeting, either personally or by proxy, in respect of such Shares as if he/she/it is solely entitled thereto. However, if more than one of such joint holders are present at the Meeting, personally or by proxy, the vote of the joint holder whose name stands first in the register of members and who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of other joint holder(s).

7. In order to be valid, this Proxy Form together with any power of attorney or other documents of authorisation (if any) under which it is signed or a notarised copy thereof must be delivered or mailed to Computershare Hong Kong Investor Services Limited, the Company’s H Shares registrar, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not less than 24 hours before the holding of the Meeting. Completion and return of the Proxy Form will not preclude you from attending and voting in person at the Meeting should you so wish, but in such event the instrument appointing a proxy shall be deemed to be revoked.

8. Any resolution at the Meeting will be taken by poll. On a poll, every member present in person or by proxy shall be entitled to one vote for each share of the Company registered in his name. The result of such poll shall be deemed to be the resolution of the Meeting at which the poll was so taken.

9. All references to date and time herein refer to Hong Kong date and time.