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

Apr 24, 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 THE 2018 ANNUAL GENERAL MEETING (OR ANY ADJOURNMENT THEREOF) TO BE HELD ON TUESDAY, JUNE 11, 2019

I/We[(Note 1)] of[(Note 2)] being the registered holder(s) of H Shares[(Note 3)] with a par value of RMB1.00 each in the share capital of Ganfeng Lithium Co., Ltd. (the “ Company ”), hereby appoint the Chairperson[(Note 4 and 5)] of the captioned meeting, or of

to act as my/our proxy to attend and vote for me/us and on my/our behalf at the 2018 annual general meeting (the “ AGM ”) or any adjournment thereof to be held on Tuesday, June 11, 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 and to exercise all rights conferred on proxies under laws, regulations and the articles of association of the Company in respect of the resolutions set out in the notice of the AGM as hereunder, or if no such indication is given, as my/our proxy thinks fit.

I/We wish my/our proxy to vote as indicated below in respect of the resolutions to be proposed at the AGM.

No.	Ordinary Resolutions	For(Note 6)	Against(Note 6)	Abstention(Note 6)
1	To consider and approve the Work Report of the Board of Directors for 2018
2	To consider and approve the Work Report of the Board of Supervisors for 2018
3	To consider and approve the 2018 annual report, summary of the annual report and annual results announcement
4	To consider and approve the 2018 financial report as respectively audited by the domestic and overseas auditors
5	To consider and approve the engagement of domestic and overseas auditors and the internal control auditors for 2019
6	To consider and approve the resolution in relation to determination of directors’ emoluments
7	To consider and approve the resolution in relation to determination of supervisors’ emoluments
8	To consider and approve the profit distribution proposal for 2018
9	To consider and approve the continuing related-party transactions for 2019

No.	Special Resolutions	For(Note 6)	Against(Note 6)	Abstention(Note 6)
1	To consider and approve the resolution in relation to industrial investment with self-owned funds
2	To consider and approve the resolution in relation to industrial investment conducted by Havelock Mining, a controlled subsidiary
3	To consider and approve the resolution in relation to foreign exchange hedging business by the Company and its subsidiaries
4	To consider and approve the resolution in relation to grant of general mandate to the board of the Company
5	To consider and approve the resolution in relation to general mandate to issue domestic and overseas bonds and asset-backed securities
6	To consider and approve the resolution in relation to acquisition of equity interest in Minera Exar
7	To consider and approve the resolution in relation to termination of the Restricted A Share Incentive Scheme and Connected Repurchase(Note 11)

Signature:[(Note 7)]

Dated:

Notes:

1. Please insert full name(s) in BLOCK CAPITALS .

2. Please insert full address(es) in BLOCK CAPITALS .

3. Please insert the number of shares registered in your name(s) to which this proxy form relates. If no number is inserted, this proxy form will be deemed to relate to all shares of the Company registered in your name(s).

4. If you are a shareholder who is entitled to attend and vote at the AGM, you are entitled to appoint one or more proxies to attend instead of you and to vote on your behalf. A proxy need not be a shareholder of the Company, but must attend the AGM in person in order to represent you.

5. If a proxy other than the Chairman of the AGM is preferred, cross out the words “the Chairman of the AGM” and insert the full name and address of the proxy (or proxies) desired in the space provided. If no name is inserted, the Chairman of the AGM will act as your proxy. Any changes made to this proxy form must be initialed by the person who signs it.

6. IMPORTANT: IF YOU WISH TO VOTE FOR THE RESOLUTIONS, TICK THE APPROPRIATE BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST THE RESOLUTIONS, TICK THE APPROPRIATE BOX MARKED “AGAINST”. IF YOU WISH TO ABSTAIN FROM VOTING, TICK THE APPROPRIATE BOX MARKED “ABSTAIN”. If you return this proxy form without indicating as to how your proxy is to vote on any particular matter, the person appointed as your proxy will exercise his/her discretion as to whether he/she votes and, if so, how and, unless instructed otherwise, he/she may also vote or abstain from voting as he/she thinks fit on any other business (including amendments to resolutions) which may properly come before the AGM. The shares abstained will be counted in the calculation of the required majority.

7. This proxy form must be signed and dated by the shareholder or his/her attorney duly authorized in writing. If the shareholder is a company, it should execute this proxy form under its common seal or by its directors or (a) person(s) duly authorised to sign on its behalf. In case of joint holders, only the person whose name stands first on the register of members may attend and vote at the AGM, either in person or by proxy.

8. To be valid, this proxy form, together with the power of attorney or other authority, if any, under which it is signed, or a notary certified copy of such power of attorney or authority, must be completed and deposited at the office of the H share registrar of the Company, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong (for holders of H shares), at least 24 hours before the AGM or any adjournment thereof.

9. Completion and delivery of this proxy form will not preclude you from attending and voting at the AGM in person if you so wish.

10. Shareholders or their proxies attending the AGM shall produce their identity documents.

11. The description of the special resolutions is by way of summary only. The full text of the special resolutions is set out in the circular of the Company dated April 24, 2019.