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

Mar 7, 2019

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

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

(Stock Code: 1772)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that the board of directors (the “ Board ”) of Ganfeng Lithium Co., Ltd. (the “ Company ”) has decided to hold an extraordinary general meeting (the “ EGM ”) of the Company from 2:00 p.m. on Tuesday, 23 April, 2019.

The details of the EGM are provided as follows:

A. CONVENING OF THE EGM

1. Time of the EGM

The EGM will commence at 2:00 p.m. on Tuesday, 23 April, 2019.

2. Venue of the physical meeting

The EGM will be held 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 ”).

3. Convenor

The EGM was convened by the Board.

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4. Ways of conducting the EGM

The holders (the “ A Shareholders ”) of A shares (the “ A Shares ”) or the duly appointed proxies thereof may vote at the EGM by way of physical voting or online voting, whereas the holders (the “ H Shareholders ”; together with the A Shareholders, the “ Shareholders ”) of H shares (the “ H Shares ”) of the Company or the duly appointed proxies thereof may vote at the EGM by way of physical voting.

5. Eligible attendees

(1) Shareholders

The EGM :

All the A Shareholders whose names appear on the register of members, kept by China Securities Depository and Clearing Corporation Limited, Shenzhen Office, as at the close of A share trading session on Shenzhen Stock Exchange on Tuesday, 23 April, 2019.

For information on the attendance of the A Shareholders, please refer to the notice(s) to A Shareholders in respect of the EGM published by the Company on the website of the Shenzhen Stock Exchange of even date.

All the H Shareholders whose names appear on the register of members of H Shares at 4:30 p.m. on Friday, 22 March, 2019.

• (2) Proxies duly appointed by the Shareholders;

• (3) Directors (“ Directors ”), supervisors (“ Supervisors ”) and senior management (with the meaning ascribed thereto under the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “ Listing Rules ”), the “ Senior management ”) of the Company.

• (4) Legal advisers to the Company; and

• (5) Other persons required to attend the EGM under relevant regulations.

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B. MATTERS FOR CONSIDERATION AND APPROVAL AT THE EGM

The following resolutions will be submitted for consideration and approval at the EGM:

SPECIAL RESOLUTIONS

1. To consider and approve the amendments to the articles of association of the Company (“ Articles of Association ”).

2. “ THAT the amendments thereof be and is hereby approved and adopted.”

3. To consider and approve the approval of the cap for provision of financial assistance by GFL International to Minera Exar through Exar Capital in 2019 and related party transaction.

4. “ THAT the cap thereof be and is hereby approved and adopted.”

5. To consider and approve application for bank facilities and provision of guarantees by the Company and its wholly-owned subsidiaries.

6. “ THAT the application thereof be and is hereby approved and adopted.”

ORDINARY RESOLUTIONS

1. To consider and approve capital increase in wholly-owned subsidiaries GFL International.

2. “ THAT the capital increase thereof be and is hereby approved and adopted.”

3. To consider and approve investment in wealth management products with self-owned funds.

4. “ THAT the investment thereof be and is hereby approved and adopted.”

5. To consider and approve investment in wealth management products with certain idle proceeds.

6. “ THAT the investment thereof be and is hereby approved and adopted.”

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The proposed resolutions regarding (i) amendments to the Articles of Association, (ii) approval of the cap for provision of financial assistance by GFL International to Minera Exar through Exar Capital in 2019 and related party transaction, and (iii) application for bank facilities and provision of guarantees by the company and its wholly-owned subsidiaries are subject to the approval by way of special resolutions of Shareholders at a general meeting 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.

The proposed resolutions regarding (iv) capital increase in wholly-owned subsidiary GFL International, (v) investment in wealth management products with self-owned funds, and (vi) investment in wealth management products with certain idle proceeds are subject to the approval by way of ordinary resolutions of Shareholders at a general meeting pursuant to the Articles of Association.

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

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 (i), (ii) and (iii) 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.

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C. REGISTRATION OF THE EGM

1. The register of members of the Company will be closed from Saturday, 23 March, 2019 to Tuesday, 23 April, 2019 (both days inclusive), during which period no H Share transfers will be registered. Shareholders whose names appear on the register of members of the Company kept by Computershare Hong Kong Investor Services Limited at 4:30 p.m. Friday, 22 March, 2019 and on the register of members kept by the China Securities Registrar Company Limited Shenzhen Branch after the closing of Shenzhen Stock Exchange on Tuesday, 23 April, 2019 and the Directors, the Supervisors and the Senior Management are entitled to attend the EGM or any adjournment thereof.

2. H Shareholders who wish to attend the EGM shall lodge their share transfer instruments accompanied by the relevant share certificates with the share registrar not later than 4:30 p.m. on Friday, 22 March, 2019.

The address of the share registrar for the Company’s H Shares:

Shops 1712–1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong Facsimile: (852) 2865 0990

1. Shareholders who intend to attend the EGM are requested to send the completed and signed reply slip for attendance despatched to the Shareholders together with this notice to the Company’s H Shares registrar, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, on or before Thursday, 4 April 2019, by hand, by post or by facsimile. The written reply will not affect the right of the Shareholders to attend and vote at the EGM.

2. Shareholders entitled to attend and vote at the EGM may appoint one or more proxies (whether the person is a Shareholder or not) to attend and vote on his/her/its behalf at the EGM. When a Shareholder appoints more than one proxy, such proxies may only vote by way of poll.

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1. Shareholders may only appoint a proxy or proxies in writing i.e. the proxy forms (“ Proxy Forms ”) despatched to the Company’s shareholders together with this notice or a copy thereof, which shall be in compliance with the instructions thereon and signed by the person appointing the proxy or proxies or by his/her/its duly authorised attorney. If the form of proxy is signed by an attorney, the document appointing the attorney must be certified by a notary public. If the appointing Shareholder is a legal entity, its seal or the signature of its director(s) or representative(s) duly authorised in writing is required. To be valid, a notarised power of attorney or other authority (if any) and the forms of proxy 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 EGM. Completion and return of the Proxy Form will not preclude you from attending and voting in person at the EGM should you so wish, but in such event the instrument appointing a proxy shall be deemed to be revoked.

2. Shareholders or their proxies shall present proof of identity as required upon attending the EGM (as the case may be).

3. The EGM is expected to last half a day. Shareholders who attend the EGM shall bear their own traveling and accommodation expenses.

4. All references to time herein refer to Hong Kong time.

5. For the arrangements applicable to the A Shareholders in respect of the EGM, please refer to the notice(s) to A Shareholders published by the Company on the website of the Shenzhen Stock Exchange of even date.

D. DOCUMENTS AVAILABLE FOR INSPECTION

1. The resolutions of the 29th meeting of the fourth session of the board of directors of the Company;

2. The resolutions of the 19th meeting of the fourth session of the supervisory committee of the Company;

3. Prior approval opinions of independent Directors on relevant matters;

4. Independent opinions on relevant matters issued by the independent Directors;

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1. Verification opinions of PING AN Securities Corporation Limited on the cap for provision of financial assistance by the Company to its shareholding subsidiary and related party transaction;

2. Verification opinion of PING AN Securities Corporation Limited on the investment in wealth management products by the Company with certain idle proceeds.

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

7 March, 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.

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