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

Jun 7, 2021

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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.

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.

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

(1) PROPOSED INCREASE IN CONTINUING RELATED-PARTY TRANSACTIONS FORECAST FOR 2021

(2) PROPOSED POSSIBLE OFFER FOR BACANORA BY SHANGHAI GANFENG, A WHOLLY-OWNED SUBSIDIARY OF THE COMPANY, INVOLVING MINING RIGHTS INVESTMENT AND RELATED-PARTY

TRANSACTION

AND

(3) NOTICE OF THE EXTRAORDINARY GENERAL MEETING

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

The notice of the EGM is set out on pages 11 to 12 in this 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 Monday, June 28, 2021 at 2:00 p.m.

Whether or not you intend to attend the EGM, you are advised to complete and return the enclosed proxy form 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, (i.e., not later than Sunday, June 27, 2021 at 2:00 p.m. (Hong Kong time)). 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.

June 7, 2021

CONTENTS

	Pages	Pages
DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		ii
LETTER FROM THE BOARD. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		1
I.	PROPOSED INCREASE IN CONTINUING RELATED-PARTY TRANSACTIONS
	FORECAST FOR 2021. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	2
II.	PROPOSED POSSIBLE OFFER FOR BACANORA BY SHANGHAI GANFENG,
	A WHOLLY-OWNED SUBSIDIARY OF THE COMPANY, INVOLVING MINING
	RIGHTS INVESTMENT AND RELATED-PARTY TRANSACTION. . . . . . . . . . . . . . . . . .	3
III.	EGM. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
IV.	RECOMMENDATION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10
V.	RESPONSIBILITY STATEMENT. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10
NOTICE OF THE EGM. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		11

– 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

• “Bacanora” Bacanora Lithium PLC, a company established in England and Wales, with its shares admitted to trading on AIM, which is regulated by the London Stock Exchange (ticker symbol: BCN)

• “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 Monday, June 28, 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

• “Group” the Company and its subsidiaries “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)

• “Hong Kong” the Hong Kong Special Administrative Region of the PRC

– ii –

DEFINITIONS

“Latest Practicable Date” June 3, 2021, being the latest practicable date prior to the printing of this circular for ascertaining certain information in this circular “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 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 “Shanghai Ganfeng” Ganfeng International Trade (Shanghai) Co., Ltd. (贛鋒國際貿易 （上海）有限公司), a wholly-owned subsidiary of the Company “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 “UK” the United Kingdom “%” per cent

In case of any inconsistency between the Chinese version and the English version of this 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: Registered Office: Mr. LI Liangbin Longteng Road Mr. WANG Xiaoshen Economic Development Zone Ms. DENG Zhaonan Xinyu Mr. SHEN Haibo Jiangxi Province, PRC Non-executive Directors: Principal Place of Business in Hong Kong: Ms. YANG Juan 40/F, Dah Sing Financial Centre Mr. YU Jianguo 248 Queen’s Road East Wanchai Independent non-executive Directors: Hong Kong

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

June 7, 2021

To the Shareholders

Dear Sir or Madam,

(1) PROPOSED INCREASE IN CONTINUING RELATED-PARTY TRANSACTIONS FORECAST FOR 2021

(2) PROPOSED POSSIBLE OFFER FOR BACANORA BY SHANGHAI GANFENG, A WHOLLY-OWNED SUBSIDIARY OF THE COMPANY, INVOLVING MINING RIGHTS INVESTMENT AND RELATED-PARTY TRANSACTION

AND

(3) NOTICE OF THE EXTRAORDINARY GENERAL MEETING

– 1 –

LETTER FROM THE BOARD

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) increase in continuing related-party transactions forecast for 2021; and (ii) the possible offer for Bacanora by Shanghai Ganfeng, a wholly-owned subsidiary of the Company, involving mining rights investment and related-party transaction.

I. PROPOSED INCREASE IN CONTINUING RELATED-PARTY TRANSACTIONS FORECAST FOR 2021

As Mr. LI Chenglin who is the related person of Mr. LI Liangbin, the Director of the Company, and Ms. YANG Manying who is the senior management of the Company, they hold directorship in Jiangxi Zhili Technology Co., Ltd (“ Zhili Technology ”), Zhili Technology is a related legal person of the Company. However, according to Chapter 14A of the Listing Rules, Zhili Technology is not a connected person of the Company. Therefore, transactions between the Company and Zhili Technology do not constitute connected transactions under Chapter 14A of the Listing Rules. Considering the business conducted between the Company and Zhili Technology, the estimated continuing related-party transactions between the Company and Zhili Technology for 2021 are as follows:

	Products purchased/sold
Type of related-party	in related-party		Contracted amount or	Amount incurred as at	Amount incurred
transactions	transactions	Related party	estimated amount	the date of this circular	in last year
				(RMB0’000)	(RMB0’000)
Purchase of raw materials	lithium iron phosphate	Zhili Technology	No t more than	918.52	2,715.80
			RMB180 million
Sales of products	ba ttery-grade lithium	Zhili Technology	No t more than	0.28	604.91
	carbonate		RMB60 million

Pricing policy and basis of the related-party transactions

For purchase of raw materials from Zhili Technology and sales of products to Zhili Technology by the Company and its subsidiaries, the transaction amount shall be determined based on the fair market price and conditions in accordance with the principle of openness, fairness and equality. The pricing policy and basis of such transaction shall be determined with reference to the market prices after negotiation. The Company will, based on the actual conditions of the daily production and operations of the Company, enter into relevant contracts with the related parties and implement the transactions concerned. The total transaction amount is estimated to be less than RMB240,000,000.

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LETTER FROM THE BOARD

Purpose of the related-party transactions and impact on the Company

The purchase of raw materials from Zhili Technology and sales of products to Zhili Technology by the Company and its subsidiaries are in the ordinary business course of the Company and in accordance with the general market operation principles. Each of the Company and Zhili Technology is an independent legal person and is independent with each other in respect of assets, finance and personnel. The transaction prices are determined based on the fair market price in a fair and reasonable manner, which helps each party to fully exert their respective industrial edges, reduce production and operation costs, improve the economic benefits and comprehensive competitiveness of the Company, and will not harm the interests of the Company and its Shareholders, prejudice the independence of the Company or result in reliance upon such related parties.

The aforesaid resolution was considered and approved at the 27th meeting of the fifth session of the Board. The related Director, Mr. Li Liangbin abstained from voting and did not act on behalf of other Directors, and the remaining nine non-related Directors with voting rights reviewed and unanimously passed the resolution. and the resolution is hereby proposed at the EGM for the Shareholders’ consideration and approval.

II. PROPOSED POSSIBLE OFFER FOR BACANORA BY SHANGHAI GANFENG, A WHOLLY-OWNED SUBSIDIARY OF THE COMPANY, INVOLVING MINING RIGHTS INVESTMENT AND RELATED-PARTY TRANSACTION

The Company considered and approved the resolution regarding the tender offer for Bacanora by Shanghai Ganfeng, a wholly-owned subsidiary of the Company, involving mining rights investment and related-party transaction at the twenty-fifth meeting of the fifth session of the Board convened on 6 May 2021, approving Shanghai Ganfeng, a wholly-owned subsidiary of the Company, to make an offer for all the issued shares of Bacanora (other than the shares already held by Shanghai Ganfeng) with its self-owned funds, and the transaction amount shall not exceed £190 million without further approval. Shanghai Ganfeng held 28.88% of the issued share capital of in Bacanora. There is no certainty that the Company will make a formal offer for Bacanora as this is subject to the satisfaction of various pre-conditions relating to certain PRC regulatory approvals and the satisfactory conclusion of due diligence being conducted on Bacanora and the Sonora Project. As Mr. Wang Xiaoshen who is the director of the Company, holds directorship in Bacanora, Bacanora is a related legal person of the Company. However, according to Chapter 14A of the Listing Rules, Bacanora is not a connected person of the Company. Therefore, transactions between the Company and Bacanora do not constitute connected transactions under Chapter 14A of the Listing Rules.

In the event that a formal offer is made by the Company for Bacanora, and upon the completion of the transaction, Shanghai Ganfeng shall hold 100% equity interests in Bacanora. The management of the Company was authorized to handle matters relating to the transaction.

– 3 –

LETTER FROM THE BOARD

INFORMATION ON THE SUBJECT MATTER

Bacanora is a company established in 2018 and listed on AIM of London Stock Exchange in the UK under the London Stock Exchange (ticker symbol: BCN). Its registered address is 4More London Riverside, London, SE1 2AU. Its principal business is group holding and management of lithium clay resources projects. The principal asset of Bacanora is the Sonora lithium clay project (the “ Sonora Project ”) located in Mexico. As at the date of the circular, the issued share capital of Bacanora was 384,144,901 shares, and Shanghai Ganfeng was the largest shareholder, holding 28.88% equity interests in Bacanora. Shanghai Ganfeng and Bacanora each hold 50% equity interests in the Sonora Project respectively.

Sonora Project, a project extracting lithium from lithium clay in Mexico, is currently one of the largest lithium resources projects in the world. According to the latest feasibility study report of Sonora Project, the total lithium resources of the project amounted to approximately 8.82 million tonnes lithium carbonate equivalent. By virtue of its advantages in lithium clay resources, the project is characterized by both the advantages of extracting lithium from ore and salt lake in its process of lithium extraction, so it may finish lithium extraction at the speed of extracting lithium from ore within a short period of time and complete lithium extraction with relatively low cost similar to that needed in lithium extraction from brine. As at the date of the circular, the project has not been put into production, and it is expected that the annual capacity of lithium hydroxide will amount to 20,000 tonnes after the first phase of the project is put into production.

The financial data of Bacanora for the latest two years are set out as following:

Unit: USD

Indicator		30 June 2019	30 June 2020
		(audited)	(unaudited)
Total asset		57,039,058	82,322,371
Net asset		32,445,320	54,418,793
Indicator	July 2018-June 2019 July 2019-June 2020
		(audited)	(unaudited)
Operating revenue		0	0
Net profit		-11,058,760	-15,746,122

As at 30 June 2020, the asset-liability ratio of Bacanora was 33.90%.

Mr. Wang Xiaoshen, vice chairman of the Board and vice president of the Company, serves as a director of Bacanora. Thus, Bacanora is a connected legal person of the Company.

– 4 –

LETTER FROM THE BOARD

INFORMATION ON THE RELATED MINING RIGHTS OF SONORA PROJECT

1. Basic information on the mining rights of Sonora Project

The Sonora Project currently has seven mining permits and exploration licenses:

Mining permits/

	Mining permits/
No.	exploration licenses	Area/Location	Acquisition date	Maturity date
1	235611	87 5 hectares, in Bacadehuachi,	22 January 2010	21 January 2060
		Sonora, Mexico
2	243127	94 5 hectares, in Bacadehuachi,	10 July 2014	9 July 2064
		Sonora, Mexico
3	235614	1,0 25 hectares, in Bacadehuachi,	22 January 2010	21 January 2060
		Sonora, Mexico
4	243132	2,3 35 hectares, in Bacadehuachi,	10 July 2014	9 July 2064
		Sonora, Mexico
5	244345	20 0 hectares, in Bacadehuachi,	11 August 2015	10 August 2065
		Sonora, Mexico
6	243029	1,1 44 hectares, in Bacadehuachi,	30 May 2014	29 May 2064
		Sonora, Mexico
7	243133	1,6 30 hectares, in Bacadehuachi,	10 July 2014	9 July 2064

Sonora, Mexico

2. The method, date and examination and approval department of the ownership change of the mining right in recent three years:

There has been no change in the ownership of the mining rights in recent three years.

3. The main product in lithium clay mine and its usage and product sales methods:

The main product of the mine is lithium clay, which is mainly used as raw material for basic lithium salt products (industrial/battery grade lithium carbonate, industrial/battery grade lithium chloride, industrial/battery grade lithium hydroxide, etc.). It completes product sales through direct or indirect supply of raw materials to companies producing basic lithium salt products.

– 5 –

LETTER FROM THE BOARD

4. Mineral resources reserves

According to the estimation report of resources by SRK Consulting (UK) Limited (“ SRK ”), the assessed measured, indicated and inferred resources of the lithium clay ore in the Sonora Project are as follows:

	Mineral resource	LCE	Average grade
	(tonnes)	(tonnes)	(ppm)
Measured resource	103,000,000	1,910,000	3,480
Indicated resource	188,000,000	3,130,000	3,120
Inferred resource	268,000,000	3,779,000	2,650
Total resource	559,000,000	8,819,000	–

5. The payment of various fees for the mining right involved in this transaction

The Sonora Project has paid and settled the fees such as the usage fee of the mining right and resource taxes in accordance with the relevant laws and regulations.

6. Procedures to be performed for the transfer of the mining right ownership to be transferred

The subject of the transaction is partial equity interests of Bacanora. The mining right is still under the name of the Sonora Project, which does not involve the transfer of mining right ownership.

Major terms of the agreement

Shanghai Ganfeng and Bacanora jointly entered into an offer agreement, the main terms of which are as follows:

Shanghai Ganfeng and Bacanora have agreed that Shanghai Ganfeng may at its sole discretion decide to make an offer for all the issued shares of Bacanora (other than those already held by Shanghai Ganfeng) at a price of 67.5 pence per share in the event that various pre-conditions are satisfied. The subscription price for the possible offer was determined by both transaction parties after arm’s length negotiation with reference to the valuation of the Bacanora group and recent historical transactions. The share price of the possible offer, after taking into account the control premium, is 154.4% of the weighted average price of Bacanora shares for the three months period ended 5 May 2021 on AIM, with an aggregate transaction amount not exceeding £190 million without further approval. In the event that the Company does announce the offer, and subject to satisfaction of the conditions set out in the offer, upon completion of the transaction, Shanghai Ganfeng would hold 100% equity interests in Bacanora.

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LETTER FROM THE BOARD

Pricing and Principles of Related-Party Transactions

The pricing of this possible transaction is estimated on the basis of the non-binding quotation issued by Bacanora, and was made under general commercial principles and after arm’s length negotiations and comprehensive assessment with reference to the amount of resources of the lithium clay mine in the Sonora Project, valuation, comparative market data, combined with the Company’s evaluation of the prospects of the underlying assets and its impacts on future operation and strategies of the Company. The Company will engage audit institutions and law firms and technical advisers to conduct due diligence and financial analysis on the target company.

Compliance and effective conditions of this transaction

1. The aforesaid resolution was considered and approved at the 25th meeting of the fifth session of the Board. The related Director, Mr. WANG Xiaoshen, abstained from voting and did not act on behalf of other Directors, and the remaining nine non-related Directors with voting rights reviewed and unanimously passed the resolution. and the resolution is hereby proposed at the EGM for the Shareholders’ consideration and approval.

2. As the possible acquisition of all issued shares of Bacanora by Shanghai Ganfeng with its self-owned funds (other than the shares already held by Shanghai Ganfeng) would not involve the transfer of mining right ownership, the transaction did not involve the requirements of the qualification conditions for the development and utilization of the Sonora Project mine, the qualification of specific mine type and industry access issues, the performance of mining right ownership transfer procedures and other issues.

3. The effectiveness of the transaction is subject to the approval by the competent authorities of all parties.

4. The transaction is subject to the filing or approval of the relevant national authorities for overseas investment.

5. Before the completion of the transaction, it is necessary to complete the due diligence of financial, accounting and legal due diligence to Bacanora, as well as the technical due diligence of main operating assets of Bacanora.

– 7 –

LETTER FROM THE BOARD

THE PURPOSE OF THE POSSIBLE TRANSACTION, IMPACT ON THE COMPANY AND THE RISKS INVOLVED

(I) The purpose of the possible transaction

The possible transaction is conducive to the business expansion of the Company and enhancement of core competitiveness, which is in line with the Company’s strategy of integration of upstream and downstream and the development of new energy vehicle industry.

(II) Impact of the possible transaction on the Company

The possible transaction would result in a net cash outflow for the Company, but will not have a significant impact on the Company’s general working capital. In the event that a formal offer is made and the transaction completes, the Company will prioritise the production progress of the Sonora Project. In the event that a formal offer is made and the transaction completes, the transaction will have minimal impact on the Company’s financial position and operating results for 2021.

(III) Risks involved in the possible transaction

1. The possible transaction is subject to the approval of the competent authorities of the parties, and is also subject to the approval and filing of the relevant PRC authorities. There is a risk that such approval will not be granted, or that the Company decides in its sole discretion not to announce the formal offer for Bacanora.

2. If there are changes in Mexico’s policies with respect to mine qualification access, environmental approval, safety production and taxation, it could affect the future production operation and profits of Bacanora.

3. Although the amount of resources in the Sonora Project was evaluated by a professional organization, there is a risk that the calculation and preparation of such data of the resources amount may be subject to manual, technical or other uncontrollable factors, which may result in inconsistencies between the total resources amount and the actual total resources amount.

4. As mining requires a series of fixed asset investments and technical inputs, and due to the natural conditions of the environment in which the mine is located, there may be technical risks of failing to achieve the expected scale of mining.

5. Due to the impact of international politics, economic environment and industry policies, the fluctuations in the price of lithium products will affect the economic benefits of the Sonora Project.

The resolution is subject to the consideration and approval of the EGM by way of a special resolution.

– 8 –

LETTER FROM THE BOARD

III. EGM

The notice of the EGM is set out on pages 11 to 12 of this circular.

The proposed resolution regarding (i) proposed increase in continuing related-party transactions forecast for 2021; and (ii) proposed possible offer for Bacanora by Shanghai Ganfeng, a whollyowned subsidiary of the Company, involving mining rights investment and related-party transaction are subject to the approval by way of special resolution 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.

Pursuant to the Listing Rules and the Articles of Association, any vote of the Shareholders at a general meeting shall be taken by poll except where the chairman of such meeting, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands. An announcement on the poll results will be made by the Company after the EGM in the manner prescribed under the Listing Rules.

Save as disclosed above, to the best of the Directors’ knowledge, information and belief, having made all reasonable enquiries, none of the Shareholders will be required to abstain from voting on the resolution set out in this circular.

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.

Whether or not you are able to attend the EGM in person, you are requested to complete the proxy forms in accordance with the instructions printed thereon and return the same to the share registrar of H Shares of the Company, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, as soon as possible but in any event not later than 24 hours before the time appointed for the holding of the EGM or any adjournment thereof. Completion and return of the proxy forms shall not preclude you from attending and voting in person at the EGM or any adjournment thereof should you so desire.

– 9 –

LETTER FROM THE BOARD

IV. 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.

V. RESPONSIBILITY STATEMENT

This 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 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 –

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 Monday, June 28, 2021 at 2:00 p.m for the following purposes. Unless otherwise stated, the terms used herein and in the following resolution shall have the same meanings as defined in the circular of the Company dated June 7, 2021 (the “ Circular ”), for which the notice convening the EGM shall constitute a part. The following resolution shall be considered and approved, if thought fit, at the EGM:

SPECIAL RESOLUTIONS

1. To consider and approve the proposed increase in continuing related-party transactions forecast for 2021; and

2. To consider and approve the proposed possible offer for Bacanora by Shanghai Ganfeng, a whollyowned subsidiary of the Company, involving mining rights investment and related-party transaction.

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

June 7, 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.

– 11 –

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 Wednesday, June 23, 2021 to Monday, June 28, 2021, 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 (the “ 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 Tuesday, June 22, 2021 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 Tuesday, June 22, 2021 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 10 days before the EGM (i.e. on or before Friday, June 18, 2021).

• (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 Sunday, June 27, 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 hkinfo@computershare.com.hk 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).

• (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, 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.

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