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Ganfeng Lithium Group Co., Ltd. Proxy Solicitation & Information Statement 2021

Aug 9, 2021

50157_rns_2021-08-09_af681d61-fbd3-4dd1-bfbc-797be9a5f171.pdf

Proxy Solicitation & Information Statement

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THIS SUPPLEMENTAL CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this supplemental 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 supplemental 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.

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

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

(Stock Code: 1772)

SUPPLEMENTAL CIRCULAR TO CIRCULAR OF THE COMPANY DATED 30 JULY 2021 IN RELATION TO

(1) PROPOSED THE INVESTMENT AND CONSTRUCTION OF NEW-TYPE LITHIUM BATTERY PROJECT WITH 15GWH ANNUAL CAPACITY BY GANFENG LIENERGY

AND

(2) SUPPLEMENTAL NOTICE OF THE 2021 FOURTH EXTRAORDINARY GENERAL MEETING

This supplemental circular shall be read in conjunction with the circular of the Company dated July 30, 2021.

A letter from the Board is set out on pages 1 to 12 of this supplemental circular.

The supplemental notice of the EGM is set out on pages 13 to 14 in this supplemental circular. The EGM 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, PRC on Tuesday, August 31, 2021 at 2:00 p.m.

A supplemental proxy form for the EGM is enclosed with this supplemental circular. Holders of H Shares who intend to attend the EGM by proxy are required to complete the supplemental proxy form in accordance with the instructions printed thereon and return the same to 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 not less than 24 hours before the time appointed for the EGM or any adjournment thereof. Completion and return of the supplemental proxy form will not preclude you from attending and voting at the EGM or any adjourned meeting should you so wish.

August 9, 2021

CONTENTS

Pages
DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ii
LETTER FROM THE BOARD. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
SUPPLEMENTAL NOTICE OF THE EGM. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13

– i –

LETTER FROM THE BOARD

In this supplemental 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 with limited liability, the A Shares of
which and the H Shares of which are listed on the Shenzhen Stock Exchange
(stock code: 002460) and on the Main Board of the Stock Exchange (stock
code: 01772), respectively
“Director(s)” the director(s) of the Company
“EGM” the extraordinary general meeting of the Company to be held at 2:00 pm,
on Tuesday, August 31, 2021 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
“Ganfeng LiEnergy” Jiangxi Ganfeng LiEnergy Technology Co., Ltd. (江西贛鋒鋰電科技有限公
司), a limited liability company established in the PRC on June 13, 2011 and
a controlled subsidiary of the Company
“GFL International” GFL International Co., Limited, a wholly-owned subsidiary of the Company
“Group” the Company and its subsidiaries
“Hong Kong” the Hong Kong Special Administrative Region of the PRC
“H Share(s)” 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 –

LETTER FROM THE BOARD

“Listing Rules”

the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, as amended from time to time

  • “PRC” the People’s Republic of China, and for the purposes of this supplemental circular, only and except where the context requires otherwise, excludes Hong Kong, the Macau Special Administrative Region of the PRC and Taiwan

“RMB” Renminbi, the lawful currency of the PRC “Share(s)” A Share(s) and/or H Share(s) “Shareholder(s)” holder(s) of the Shares “Stock Exchange” The Stock Exchange of Hong Kong Limited “subsidiary(ies)” has the meaning ascribed to it under the Listing Rules “%” per cent

In case of any inconsistency between the Chinese version and the English version of this supplemental circular, the English version shall prevail.

– 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: Mr. LI Liangbin Mr. WANG Xiaoshen Ms. DENG Zhaonan Mr. SHEN Haibo

Registered Office: Longteng Road Economic Development Zone Xinyu Jiangxi Province, PRC

Non-executive Directors: Ms. YANG Juan Mr. YU Jianguo

Independent non-executive Directors: Mr. LIU Jun Ms. WONG Sze Wing Mr. XU Guanghua Ms. XU Yixin

Principal Place of Business in Hong Kong: 40/F, Dah Sing Financial Centre 248 Queen’s Road East Wanchai Hong Kong

August 9, 2021

To the Shareholders

Dear Sir or Madam,

SUPPLEMENTAL CIRCULAR TO CIRCULAR OF THE COMPANY DATED 30 JULY 2021 IN RELATION TO

(1) PROPOSED THE INVESTMENT AND CONSTRUCTION OF NEW-TYPE LITHIUM BATTERY PROJECT WITH 15GWH ANNUAL CAPACITY BY GANFENG LIENERGY

AND

(2) NOTICE OF THE EXTRAORDINARY GENERAL MEETING

I. INTRODUCTION

This supplemental circular should be read in conjunction with the circular of the Company dated July 30, 2021 (the “ Circular ”).

– 1 –

LETTER FROM THE BOARD

The purpose of this supplemental 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) proposed the investment and construction of new-type lithium battery project with 15GWh annual capacity by Ganfeng LiEnergy.

Unless otherwise indicated, capitalized terms used herein have the same meanings as those defined in the Circular.

Pursuant to the Article 70 of the Articles of Association, the Board, as the convener of the Shareholders’ general meeting, shall not make any change to the proposals set forth in the notice of the Shareholders’ general meeting or submit any new proposal after publishing the notice of the Shareholders’ general meeting. Shareholders that hold, individually or collectively, 3% or more of the Shares of the Company may submit provisional proposals in writing to the convener 10 days prior to the date of the Shareholders’ general meeting. On 9 August 2021, the Board received the provisional proposal relating to the resolution on the investment and construction of new-type lithium battery project with 15GWh annual capacity by Ganfeng LiEnergy, submitted by Mr. Li Liangbin, the largest Shareholder of the Company, to the EGM.

Pursuant to the laws of the PRC and the Articles of Association, the proposed investment and construction of new-type lithium battery project with 15GWh annual capacity by Ganfeng LiEnergy is subject to the approval of the Shareholders at the EGM by way of ordinary resolution.

The other information sets out in the Circular and the notices of the EGM remains unchanged.

II. PROPOSED THE INVESTMENT AND CONSTRUCTION OF NEW-TYPE LITHIUM BATTERY PROJECT WITH 15GWH ANNUAL CAPACITY BY GANFENG LIENERGY

The resolution on the investment and construction of new-type lithium battery project with 15GWh annual capacity by Ganfeng LiEnergy was considered and approved at the 32th meeting of the fifth session of the Board. It was agreed that Ganfeng LiEnergy, a controlled subsidiary of the Company, would invest in the construction of a new-type lithium battery project with 15GWh annual capacity with its own fund of RMB8.4 billion, of which RMB3 billion would be invested in the construction of new-type lithium battery project with 5 GWh annual capacity in High Tech Industrial Development Zone of Xinyu Jiangxi, and Ganfeng LiEnergy would establish a new independent legal entity project company to invest RMB5.4 billion in the construction of a new-type lithium battery Science and Technology industrial park with 10 GWh annual capacity and an Advanced

– 2 –

LETTER FROM THE BOARD

Battery Research Institute project in Liangjiang New District, Chongqing. The management of the Company is authorized to handle the relevant formalities of the investment and sign the relevant legal documents. The basic information of the projects is set out as follows:

A. Overview of the external investment

  1. In order to build a competitive new-type lithium battery production base and to realize the Company’s development goal of becoming bigger and stronger, Jiangxi Ganfeng LiEnergy Technology Co., Ltd. (the “ Ganfeng LiEnergy ”), a controlled subsidiary of the Company, intend to invest RMB3 billion in the construction of a new-type lithium battery project with 5GWh annual capacity in High Tech Industrial Development Zone of Xinyu, Jiangxi and invest RMB5.4 billion to set up a new independent legal entity project company to build a new-type lithium battery Science and Technology industrial park with an annual capacity of 10 GWh and an Advanced Battery Research Institute project in Liangjiang New District, Chongqing.

  2. The 32th meeting of the fifth session of the board of directors of the Company (the “ Board ”) considered and approved the resolution on the investment and construction of new-type lithium battery projects with 15GWh annual capacity by Ganfeng LiEnergy. In accordance with the relevant requirements of the articles of association and the rules for management of external investments, the investment shall be subject to the approval of the the extraordinary general meeting of the Company to be held at 2:00 pm, on Tuesday, August 31, 2021 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.

  3. The investment does not constitute a related party transaction, nor does it constitute a major asset reorganization as required by the Administrative Measures for Major Assets Restructuring of Listed Companies.

B. Basic information of Investors

  1. Jiangxi Ganfeng LiEnergy Technology Co., ltd.

Unified social credit code: 91360500576129026E

Address: 2551 Yangguang Avenue, High Tech Development Zone, Xinyu City, Jiangxi Province

Registered capital: RMB915.36 million

Legal representative: Ge Zhimin

– 3 –

LETTER FROM THE BOARD

Business scope: research and development, production and sales of lithium-ion power batteries, fuel cells, and energy storage batteries; research and development, production and sales of super capacitors, battery management system, wind and solar energy storage system, and related equipment and instruments; lithium battery industrial design services; lithium battery technology consulting, promotion and transfer services; self-operated and commissioned import and export business for commodities (operated with license).

Shareholders and shareholding proportion: the Company is largest shareholder, holding 54.6233% of its equity interest.

  1. Chongqing Ganfeng LiEnergy Technology Co., Ltd.(the independent legal entity project company established newly by Ganfeng LiEnergy in Liangjiang New District, Chongqing, a tentative name, the final name is subject to industrial and commercial registration and filing)

Address: Longxing Park, Liangjiang New District, Chongqing

Registered capital: RMB100 million

Legal representative: to be determined

Business scope: research and development, production and sales of various lithiumion batteries, super capacitors, battery modules and management systems, wind and solar energy storage system, and related equipment and instruments; lithium battery industrial design services; lithium battery technology consulting, technology promotion and transfer services; import and export business of self-operated and agent goods (operated with license). (The final business scope approved by the market supervision department shall prevail).

Shareholders and shareholding proportion: Ganfeng LiEnergy holds 100% of the equity interest.

– 4 –

LETTER FROM THE BOARD

C. Basic information and main content of the project

  1. New-type battery project with 5GWh annual capacity

Project name: power battery phase II new-type battery project with 5GWh annual capacity

Project location: Yangguang Avenue, High-tech Zone, Xinyu City, Jiangxi Province

Project investment and source of funds: the total investment of the project will not exceed RMB3 billion. The sources of funds are internal financing and bank loans. The investment amount is a budget, and the actual specific investment amount shall prevail.

Project construction period: the project will be completed and put into operation in October 2023

Construction details of the project: the project includes 4 new power battery production plants, battery R & D center building, product analysis and Testing Center comprehensive building, class A and B warehouse, stokehold and supporting power supply, heating, fire fighting and environmental protection ancillary facilities, as well as office building, duty building, canteen and other office and living supporting facilities.

  1. New-type lithium battery Science and Technology Industrial Park with annual capacity of 10GWh and Advanced Battery Research Institute Project

Project name: Ganfeng new-type lithium battery Science and Technology industrial park and Advanced Battery Research Institute Project

Project location: Longxing Park, Liangjiang New District, Chongqing

Project investment and source of funds: the total investment of the project will be RMB5.4 billion and the source of funds is internal financing and bank loans. The investment amount is a budget, and the actual specific investment amount shall prevail.

– 5 –

LETTER FROM THE BOARD

Project construction period: enter into construction within 3 months from the date of signing the “Land delivery minutes”. The completion filing shall be completed within 18 months from the date of commencement of construction, and the project shall be put into operation within 6 months after completion filing.

Construction details of the project: building 10GWh lithium battery manufacturing base. After Ganfeng LiEnergy or its controlled company reached cooperation with new energy vehicle enterprises in Chongqing, Ganfeng LiEnegy will establish an advanced battery research institute in Chongqing to provide technical support for the technical update and product iteration of various solid-state batteries, and jointly carry out application technology research and development with downstream customers such as automobiles and consumer electronics.

D. Major terms of the agreement

  • i. New-type lithium battery project with annual capacity of 5GWh.

Party A: Management Committee of Xinyu high tech Industrial Development Zone

Party B: Ganfeng LiEnergy

  1. Project Name: new type lithium battery production project with an annual output of 5GWh.

  2. Project investment amount: RMB3 billion.

  3. Project land: the total land area of the project is about 380 mu, which is industrial land, and the service life is implemented in accordance with national policies.

  4. Project settlement requirements

  5. (1) Environmental protection: The project must obtain the Environmental Impact Assessment approval before construction, and after completion and during operation, the discharge of waste gas, waste water, waste residue, dust, odor gas, radioactive substances, noise, vibration, electromagnetic wave, radiation and other pollutants must meet the national and local discharge standards.

– 6 –

LETTER FROM THE BOARD

  • (2) Safe production: From the commencement of construction to the operation of the project, Party B must strictly comply with the relevant national regulations and requirements on safety production. Party B shall earnestly strengthen safety production management, strengthen safety education and training, eliminate hidden dangers and prevent safety accidents.

  • (3) Comprehensive utilization: The project shall adhere to the principle of land conservation, implement the requirements of energy conservation and consumption reduction, and pay attention to improving the comprehensive utilization efficiency of project resources.

  • Rights and obligations of Party A

  • (1) Before the commencement of Party B’s project, Party A shall be responsible for connecting water, electricity and roads to the edge of Party B’s land acquisition red line, and the relevant water and electricity expenses incurred during construction, production and operation shall be borne by Party B.

  • (2) Party A shall be responsible for clearing the surface attachments of the land under the contract before the project starts construction, and Party A shall be responsible for land leveling and bear the expenses incurred.

  • (3) If Party B meets the relevant conditions, Party A may assist Party B in handling the enterprise registration and relevant approval procedures, and the expenses shall be borne by Party B.

  • Rights and obligations of Party B

  • (1) The project must meet the requirements of development and reform, fire control, safety supervision and environmental protection, and can only be started after being approved by relevant departments.

  • (2) Within the business scope approved by the state, Party B shall operate independently and be responsible for its own profits and losses in accordance with the relevant laws and regulations of the state.

– 7 –

LETTER FROM THE BOARD

  • (3) Party B’s planning and design shall follow the regulatory detailed planning of the east area of Xinyu City, and carry out the planning and design according to the planning and design conditions provided by Party A and relevant national, provincial and municipal regulations.

  • ii. New-type lithium battery Science and Technology Industrial Park with annual capacity of 10GWh and Advanced Battery Research Institute Project.

Party A: Chongqing Liangjiang New Area Management Committee

Party B: Ganfeng LiEnergy

1. Project introduction

  • (1) Project Name: Ganfeng new-type lithium battery Science and Technology Industrial Park and Advanced Battery Research Institute Project.

  • (2) Project amount: Party B plans to invest RMB5.4 billion to build a new lithium battery Science and Technology Industrial Park and an Advanced Battery Research Institute in the area directly under the jurisdiction of Party A. The project is planned to be located at the industrial land in Longxing Park, Liangjiang New Area with land area of 248 mu (the final plan shall be subject to the plan approved by the bureau of urban planning and land resources department).

  • (3) Project content: building a production and manufacturing base of about 10GWh lithium battery. After Ganfeng LiEnergy or its controlled company reached cooperation with new energy vehicle enterprises in Chongqing, Ganfeng LiEnegy will establish an advanced battery research institute in Chongqing to provide technical support for the technical update and product iteration of various solid-state batteries, and jointly carry out application technology research and development with downstream customers such as automobiles and consumer electronics.

– 8 –

LETTER FROM THE BOARD

2. Project development plan

  • (1) Industrial Park Project: Party B or its holding company shall, with the assistance of Party A, establish an industrial park project company as an independent legal entity in the area directly under the jurisdiction of Party A within 1 month after the effectiveness of this agreement. The registered capital of the industrial park project company is RMB100 million, which will be fully in place within 3 years from the date of registration.

  • (2) Research Institute Project: After party A fully assists Party B or its controlled company to reach cooperation with new energy vehicle enterprises in Chongqing, Party B will establish the Research Institute in the area directly under the jurisdiction of Party A. If an independent legal entity research institute project company is established, the registered capital of the research institute project company will be RMB30 million, which will be fully in place within one year after the research institute project is put into operation.

3. Representations and warranties of Party A

  • (1) Party A will fully assist Party B to reach cooperation with relevant new energy vehicle enterprises in Chongqing.

  • (2) From the effective date of this agreement, Party A shall, in accordance with the requirements of Chinese laws, regulations and policies, provide high-quality services for Party B and its controlled company to establish industrial park project companies and research institute project companies. Party A shall assist Party B in handling the administrative approval procedures related to the project construction, such as environmental assessment, project approval, industrial and commercial registration and construction application, and the relevant expenses shall be paid by Party B itself.

– 9 –

LETTER FROM THE BOARD

4. Representations and warranties of Party B

  • (1) Party B shall strictly abide by the relevant provisions of regional industrial planning, land planning and urban planning directly under the jurisdiction of Party A, design the plant layout according to the planning data provided by Party A (and shall meet the planning and design requirements of regional industrial plants directly under the jurisdiction of Party A).

  • (2) Party B shall strictly abide by laws and regulations and regulations on Construction in the park where the project is located, and achieve “civilized and safe construction”. After the project is completed and put into operation, industrial pollutants and wastes shall be disposed of and meet the requirements of the competent ecological environment department.

  • (3) Party B shall ensure that the project company of the industrial park and the project company of the research institute pay taxes in a timely manner in the area directly under the jurisdiction of Party A, and pay various expenses such as urban construction supporting fees and civil air defense relocation fees in a timely manner.

  • (4) After the commencement of the project, Party B shall timely submit production, construction and other relevant information to the Department and Party A in accordance with the relevant provisions of relevant departments such as planning and land resources, construction management and statistics.

E. The purpose of the investment and impact on the Company

Ganfeng LiEnergy invest in the construction of new-type battery project with 5GWh annual capacity in high tech Industrial Development Zone of Xinyu Jiangxi, new-type battery Science and Technology Industrial Park Project with 10GWh annual capacity and Advanced Battery Research Institute Project in Liangjiang New District, Chongqing, which is conducive to increase the production scale, market share and Research and Development capacity of lithium battery products, being close to the market and better serving core customers, promoting the optimization and upgrading of the structure of lithium industrial chain of the Company and enhancing the core competitiveness of the Company, which is in line with the integrated upstream and downstream development strategy of the Company. The project will have a positive impact on the financial position and business development of the Ganfeng LiEnergy.

– 10 –

LETTER FROM THE BOARD

III. THE EGM

The EGM will be held as originally scheduled at 2:00 p.m. on Tuesday, August 31, 2021 at the 4th Floor, R&D Building at the Company’s Headquarter, Longteng Road, Economic Development Zone, Xinyu, Jiangxi Province, the PRC. A supplemental notice of the EGM is set out on pages 13 to 14 of this supplemental circular.

There is no change to the other information as set out in the Circular and the original notice of the EGM dated July 30, 2021. Please refer to the original notice for details in respect of the other resolution to be considered and approved at the EGM, eligibility for attending the EGM, registration procedures, closure of register of members and other relevant matters.

IV. PROXY ARRANGEMENT

A supplemental proxy form for the EGM is enclosed with this supplemental circular. The proxy form issued by the Company along with the Circular for the EGM (the “ EGM Proxy Form ”) will remain valid and effective to the fullest extent applicable if correctly completed and lodged with the H share registrar of the Company.

For H Shareholders, whether or not you are able to attend the EGM in person, you are requested to complete the EGM Proxy Form and the supplemental proxy form for the EGM in accordance with the instructions printed thereon, and return it to the Company’s H Share registrar in Hong Kong, Computershare Hong Kong Investors Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, as soon as possible but in any event not less than 24 hours before the time appointed for holding the EGM (i.e. not later than 2:00 p.m. on Thursday, August 30, 2021) or any adjournment thereof. Completion and return of the EGM Proxy Form and the supplemental proxy form for the EGM will not preclude you from attending and voting in person at the EGM or any adjournment thereof should you so wish.

The supplemental proxy form for the EGM is applicable to the supplemental resolutions as set out in the supplemental notice of the EGM dated 9 August 2021 and supplements the EGM Proxy Form. The supplemental proxy form for the EGM will not affect the validity of the EGM Proxy Form duly completed by you in respect of the resolution set out in the notice of the EGM dated July 30, 2021. If you have validly appointed a proxy to attend the EGM but have not completed and returned supplemental proxy form for the EGM, your proxy will be entitled to vote at his/her discretion on the ordinary resolution set out in the supplemental notice of the EGM dated 9 August 2021.

– 11 –

LETTER FROM THE BOARD

Shareholders are entitled to appoint one or more proxies to attend the EGM, but only one of the proxies can be designated to vote at the EGM. For the avoidance of doubt, should the proxies being appointed to attend the EGM under each of the EGM Proxy Form and/or the supplemental proxy form for the EGM are different and more than one of the proxies attend the EGM, only the proxy validly appointed under the EGM Proxy Form shall be designated to vote at the EGM.

V. RECOMMENDATION

The Board considers that the proposed resolution set out above is 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 resolution.

VI. RESPONSIBILITY STATEMENT

This supplemental circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the 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 supplemental 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 supplemental circular misleading.

Yours faithfully

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

– 12 –

SUPPLEMENTAL NOTICE OF THE 2021 FOURTH EGM

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

(Stock Code: 1772)

SUPPLEMENTAL NOTICE OF THE 2021 FOURTH EGM

Reference is made to the circular (the “ Circular ”) and the notice (the “ Notice ”) of the 2021 fourth extraordinary general meeting (the “ EGM ”) of Ganfeng Lithium Co., Ltd.(the “ Company ”) dated July 30, 2021, which set out the details of the resolution to be proposed at the EGM for shareholders’ approval.

SUPPLEMENTAL NOTICE IS HEREBY GIVEN that the EGM will be held as originally scheduled at 2:00 p.m. on Tuesday, August 31, 2021 at the 4th Floor, R&D Building at the Company’s Headquarter, Longteng Road, Economic Development Zone, Xinyu, Jiangxi Province, the People’s Republic of China for the purpose of considering and, if thought fit, following resolutions as ordinary resolution in addition to the resolution sets out in the Original Notice:

ORDINARY RESOLUTION

  1. To consider and approve the proposed investment and construction of new-type lithium battery project with 15GWh annual capacity by Ganfeng LiEnergy.

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

August 9, 2021

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

– 13 –

SUPPLEMENTAL NOTICE OF THE 2021 FOURTH EGM

Notes:

  • (A) Details of the above resolutions are set out in the supplemental circular of the Company dated 9 August 2021 (the “ Supplemental Circular ”). Unless otherwise defined in this supplemental notice of the EGM, capitalised terms used in this supplemental notice of the EGM shall have the same meanings as those defined in the Supplemental Circular.

  • (B) A supplemental proxy form (the “ Supplemental EGM Proxy Form ”) for the EGM containing the resolutions mentioned above is enclosed with the Supplemental Circular. The proxy form dated July 30, 2021 issued by the Company for the EGM along with the Circular (the “ EGM Proxy Form ”) will remain valid and effective to the fullest extent applicable if correctly completed and lodged with the H share registrar of the Company.

  • (C) Shareholders are entitled to appoint one or more proxies to attend the EGM, but only one of the proxies can be designated to vote at the EGM. For the avoidance of doubt, should the proxies being appointed to attend the EGM under each of the EGM Proxy Form and/or the Supplemental EGM Proxy Form are different and more than one of the proxies attend the EGM, only the proxy validly appointed under the EGM Proxy Form shall be designated to vote at the EGM.

  • (D) To be valid, the Supplemental EGM Proxy Form together with the power of attorney (if any) and other relevant authorization document(s) (if any) which have been notarized shall be deposited at the H share registrar of the Company, Computershare Hong Kong Investor Services Limited, at the address stated in note (5) below, not less than 24 hours before the time designated for the EGM. Completion and return of the Supplemental EGM Proxy Form will not preclude the holders of H shares from attending and voting at the EGM or any adjourned meeting should they so wish.

  • (E) The address and contact details of the H share registrar of the Company, Computershare Hong Kong Investor Services Limited, are as follows:

17M Floor Hopewell Centre 183 Queen’s Road East Wanchai Hong Kong Telephone No.: (+852) 2862 8555 Email: [email protected]

  • (F) 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).

  • (G) 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.

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

– 14 –