Ganfeng Lithium Group Co., Ltd. — Proxy Solicitation & Information Statement 2022

Sep 8, 2022

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 CHANGE OF COMPANY NAME; (2) PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION; (3) PROPOSED CAPACITY CONSTRUCTION SCALE IMPROVEMENT OF GANFENG LIENERGY NEW-TYPE LITHIUM BATTERY PROJECT WITH 15 GWH ANNUAL CAPACITY;

(4) PROPOSED INVESTMENT AND CONSTRUCTION OF NEW-TYPE LITHIUM BATTERY PRODUCTION PROJECT WITH 6 GWH ANNUAL CAPACITY BY GANFENG LIENERGY;

(5) PROPOSED INVESTMENT AND CONSTRUCTION OF SMALL POLYMER LITHIUM BATTERY PROJECT WITH

2 BILLION UNITS ANNUAL CAPACITY BY GANFENG NEW LITHIUM SOURCE;

AND

(6) NOTICE OF THE EXTRAORDINARY GENERAL MEETING

A letter from the Board is set out on pages 1 to 11 of this circular.

The notice of the EGM is set out on pages 13 to 15 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 Friday, September 30, 2022 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 Thursday, September 29, 2022 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.

September 9, 2022

CONTENTS

		Pages
DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		ii
LETTER FROM THE BOARD. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		1
INTRODUCTION
I.	PROPOSED CHANGE OF COMPANY NAME. . . . . . . . . . . . . . . . . . . . . . . . . . . . .	2
II.	PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION. . . . . . . . .	3
III.	PROPOSED CAPACITY CONSTRUCTION SCALE IMPROVEMENT OF
	GANFENG LIENERGY NEW-TYPE LITHIUM BATTERY PROJECT WITH 15
	GWH ANNUAL CAPACITY. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
IV.	PROPOSED INVESTMENT AND CONSTRUCTION OF NEW-TYPE LITHIUM
	BATTERY PRODUCTION PROJECT WITH 6 GWH ANNUAL CAPACITY BY
	GANFENG LIENERGY. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
V.	PROPOSED INVESTMENT AND CONSTRUCTION OF SMALL POLYMER
	LITHIUM BATTERY PROJECT WITH 2 BILLION UNITS ANNUAL CAPACITY
	BY GANFENG NEW LITHIUM SOURCE. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
VI.	EGM. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
VII.	RECOMMENDATION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	11
APPENDIX I – PR OPOSED AMENDMENTS TO THE ARTICLES OF
	ASSOCIATION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	12
NOTICE OF EXTRAORDINARY GENERAL MEETING. . . . . . . . . . . . . . . . . . . . . . . . . .		13

– 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 Shenzhen Stock Exchange (stock code: 002460)

• “Amendments to the Articles” the proposed amendments to the Articles of Association in relation to, among others, the Change of Company Name, the particulars of which are set out in Appendix 1 to this circular

• “Articles of Association” the articles of association of the Company, as amended from time to time

• “Board” the board of Directors

“Change of Company Name” the proposed change of the Chinese name of the Company from “江西贛鋒鋰業股份有限公司” to “江西贛鋒鋰業集團股份有 限公司”, and the English name of the Company from “Ganfeng Lithium Co., Ltd” to “Ganfeng Lithium Group Co., Ltd.” “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 p.m, on Friday, September 30, 2022 at the Conference Room, 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 controlled subsidiary of the Company “Ganfeng New Lithium Source” Xinyu Ganfeng New Lithium Source Battery Co., Ltd., a whollyowned subsidiary of Ganfeng LiEnergy

– ii –

DEFINITIONS

“H Share”	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 Stock Exchange
“Hong Kong”	the Hong Kong Special Administrative Region of the PRC
“Latest Practicable Date”	September 6, 2022, 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
“Share(s)”	A Share(s) and/or H Share(s)
“Shareholder(s)”	the holder(s) of the Shares
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“%”	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: Mr. LI Liangbin (Chairman) Mr. WANG Xiaoshen Ms. DENG Zhaonan Mr. SHEN Haibo

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

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

Independent non-executive Directors: Mr. WANG Jinben Ms. WONG Sze Wing Ms. XU Yixin Mr. XU Guanghua

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

September 9, 2022

To the Shareholders

Dear Sir or Madam,

(1) PROPOSED CHANGE OF COMPANY NAME; (2) PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION; (3) PROPOSED CAPACITY CONSTRUCTION SCALE IMPROVEMENT OF GANFENG LIENERGY NEW-TYPE LITHIUM BATTERY PROJECT WITH 15 GWH ANNUAL CAPACITY;

(4) PROPOSED INVESTMENT AND CONSTRUCTION OF NEW-TYPE LITHIUM BATTERY PRODUCTION PROJECT WITH 6 GWH ANNUAL CAPACITY BY GANFENG LIENERGY; (5) PROPOSED INVESTMENT AND CONSTRUCTION OF SMALL POLYMER LITHIUM BATTERY PROJECT WITH 2 BILLION UNITS ANNUAL CAPACITY BY GANFENG NEW LITHIUM SOURCE; AND

(6) 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 others, (i) the proposed Change of Company Name; (ii) the proposed Amendments to the Articles; (iii) the proposed capacity construction scale improvement of Ganfeng LiEnergy new-type lithium battery project with 15 GWh annual capacity; (iv) the proposed investment and construction of new-type lithium battery production project with 6 GWh annual capacity by Ganfeng LiEnergy; and (v) the proposed investment and construction of small polymer lithium battery project with 2 billion units annual capacity by Ganfeng New Lithium Source.

I. PROPOSED CHANGE OF COMPANY NAME

Reference is made to the announcements of the Company dated August 14, 2020 and September 5, 2022 in relation to, among others, the Change of Company Name.

The Board proposes to change the Chinese name of the Company from “江西贛鋒鋰業股份有限公 司” to “江西贛鋒鋰業集團股份有限公司”, and the English name of the Company from “Ganfeng Lithium Co., Ltd.” to “Ganfeng Lithium Group Co., Ltd.”.

The English stock short name and the Chinese stock short name of the Company will remain unchanged.

Reasons for the Change of Company Name

The reasons for the Change of Company Name are to accurately reflect the diversification of the upstream, midstream and downstream lithium ecological business of the Company, clearly improve the recognition of the main business of the Company, and clearly reflect the Company’s strategic positioning of being a global leading lithium ecological enterprise. As such, the Board is of the view that the proposed Change of Company Name is in the interests of the Company and the Shareholders as a whole.

Conditions of the Change of Company Name

The proposed Change of Company Name is subject to the following conditions:

• (i) the passing of special resolutions by the Shareholders at the EGM approving the Change of Company Name and Amendments to the Articles; and

• (ii) the application for registration of change by the Company with the administrative authorities of the People’s Republic of China for industrial and commercial administration, taxation and other related matter, and the approval for registration.

– 2 –

LETTER FROM THE BOARD

Subject to the satisfaction of the conditions set out above, the Company will carry out the necessary filing procedures with the Companies Registry in Hong Kong.

Effect of Change of Company Name

The proposed Change of Company Name will not affect any rights of the Shareholders. All existing share certificates in issue bearing the existing English and Chinese names of the Company will, after the Change of Company Name, continue to be evidence of the title and be valid for trading, settlement, registration and delivery for the same number of shares in the new name of the Company. Once the proposed Change of Company Name has become effective, new share certificates of the Company will be issued only in the new name of the Company and the securities of the Company will be traded on the Stock Exchange in the new name. There will not be any arrangements for free exchange of existing share certificates for new share certificates under the new name of the Company.

The proposed Change of Company Name is subject to the approval of the Shareholders by way of a special resolution at the EGM, and will become effective upon the approval by the Shareholders at the EGM.

II. PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Reference is made to the announcement of the Company dated September 5, 2022 in relation to, among others, the proposed Amendments to the Articles.

The Company proposed to make certain amendments to the Articles of Association in relation to, among others, the Change of Company Name. The details of the amendments are set out in Appendix I of this circular. The Articles of Association and its amendments were written in Chinese, without formal English version. As such, the English translation shall be for reference only. In case of any discrepancies, the Chinese version shall prevail.

The proposed Amendments to the Articles is subject to the approval of the Shareholders by way of a special resolution at the EGM, and will become effective upon the approval by the Shareholders at the EGM.

– 3 –

LETTER FROM THE BOARD

III. PROPOSED CAPACITY CONSTRUCTION SCALE IMPROVEMENT OF GANFENG LIENERGY NEW-TYPE LITHIUM BATTERY PROJECT WITH 15 GWH ANNUAL CAPACITY

The Board is pleased to announce that on August 30, 2022, the Company has agreed that the new-type lithium battery projects with 15 GWh annual capacity shall be expanded to 30 GWh by Ganfeng LiEnergy. This project includes the investment of not more than RMB6.2 billion in high tech Industrial Development Zone of Xinyu, Jiangxi Province to build power battery new-type lithium battery project with 10 GWh annual capacity, and the investment of RMB9.6 billion in Liangjiang New District, Chongqing to build the new-type lithium battery research and development and production base project of Chongqing Ganfeng Lithium Battery Technology Co., Ltd with 20 GWh annual capacity. The management of the Company was authorized to handle relevant formalities and sign relevant legal documents. For details of investment and construction of new-type lithium battery project with 15 GWh annual capacity, please refer to the Company’s announcement dated August 5, 2021.

Power Battery New-Type Lithium Battery Project with 10 GWh Annual Capacity

1. Basic Information of Investors

Ganfeng LiEnergy Technology Co., ltd.

Unified social credit code: 91360500576129026E

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

Registered capital: RMB2,135.7 million

Legal representative: Ge Zhimin

Business scope: research and development, production and sales of lithiumion 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 the largest shareholder, holding 60.87% of its equity interest.

– 4 –

LETTER FROM THE BOARD

2. Basic Information of the Project

Project name: power battery phase II new-type battery project with 10 GWh 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 RMB6.2 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 power battery production plants and production line, battery research and development 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

The New-Type Lithium Battery Research and Development And Production Base Project of Chongqing Ganfeng Lithium Battery Technology Co., Ltd with 20 GWh Annual Capacity

1. Basic Information of Investors

Chongqing Ganfeng Lithium Battery Technology Co., Ltd. (the independent legal entity project company established newly by Ganfeng LiEnergy in Liangjiang New District, Chongqing

Address: 1–1, building 8, No. 9, Shuguang Road, Longxing Town, Liangjiang New District, Chongqing Registered capital: RMB100 million

Legal representative: Ge Zhimin

Business scope: general projects: research and development of new materials technology; Battery manufacturing; Battery sales; Engineering and technical research and test development; Energy storage technology service; technology service, technology development, technology consultation, technology exchange, technology transfer and technology promotion; new material technology promotion service; import and export of goods. (except for projects subject to approval according to law, business activities shall be carried out independently according to law with the business license)

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

– 5 –

LETTER FROM THE BOARD

2. Basic Information of the Project

Project name: the new-type lithium battery research and development and production base project of Chongqing Ganfeng Lithium Battery Technology Co., Ltd with 20 GWh annual capacity

Project location: Longxing Park, Liangjiang New District, Chongqing

Project investment and source of funds: the total investment budget of the project will be RMB9.6 billion and would be funded by internal financing and/or bank loans.

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: lithium battery production line, plant, technical research institute and other supporting facilities; the project products include solid-state lithium batteries, which are mainly used in the fields of new energy vehicle power batteries, underwater and space operation equipment power supply.

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

IV. PROPOSED INVESTMENT AND CONSTRUCTION OF NEW-TYPE LITHIUM BATTERY PRODUCTION PROJECT WITH 6 GWH ANNUAL CAPACITY BY GANFENG LIENERGY

The Board is pleased to announce that on August 30, 2022, the Company has agreed to the investment and construction of the new-type lithium battery production project with 6 GWh annual capacity with Ganfeng LiEnergy’s self-owned funds of not more than RMB3.5 billion. The management of the Company was hereby authorized to handle relevant formalities and sign relevant legal documents.

– 6 –

LETTER FROM THE BOARD

1. Basic Information of Investors

Ganfeng LiEnergy Technology Co., ltd.

Unified social credit code: 91360500576129026E

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

Registered capital: RMB2,135.7 million

Legal representative: Ge Zhimin

Business scope: research and development, production and sales of lithiumion 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 the largest shareholder, holding 60.87% of its equity interest

2. Basic Information of the Project

Project name: new-type lithium battery production project with 6 GWh annual capacity

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

Construction details of the project: construction of new lithium battery assembly, cell and module automated production lines, and warehousing, power distribution, environmental protection facilities and other public facilities and living supporting facilities, the project will form an annual production capacity of 6 GWh of new batteries after reaching

Investment amount: the total investment budget of the project is planned to be RMB3.5 billion

Pursuant to the Articles of Association, the resolution in relation to the investment and construction of new-type lithium battery production project with 6 GWH annual capacity by Ganfeng LiEnergy is subject to the approval of the Shareholders by way of ordinary resolution at the EGM.

– 7 –

LETTER FROM THE BOARD

• V. PROPOSED INVESTMENT AND CONSTRUCTION OF SMALL POLYMER LITHIUM BATTERY PROJECT WITH 2 BILLION UNITS ANNUAL CAPACITY BY GANFENG NEW LITHIUM SOURCE, THE SUBSIDIARY OF GANFENG LIENERGY

The Board is pleased to announce that on August 30, 2022, the Company has agreed that Ganfeng New Lithium Source Battery, a subsidiary of Ganfeng LiEnergy, shall invest and construct small polymer lithium battery project with 2 billion units annual capacity with its self-owned funds of not more than RMB2 billion. The management of the Company was hereby authorized to handle relevant formalities and sign relevant legal documents.

1. Basic Information of Investors

Company name: Xinyu Ganfeng New Lithium Source Battery Co., Ltd.

Unified social credit code: 91360500MA7L3KRA3E

Address: No. 38, Optoelectronic Industrial Park, Dayi Road, Yushui District, Xinyu City, Jiangxi Province

Registered capital: RMB30 million

Legal representative: Ming Yingshi

Business scope: general items: battery manufacturing, battery sales, research and development of special electronic materials, technical services, technology development, technical consultation, technical exchange, technology transfer, technology promotion, engineering and technology research and test development, mold sales, mold manufacturing, processing of mechanical parts and components, information technology consulting services, plastic product manufacturing, plastic product sales, daily mask (non-medical) production, daily mask (non-medical) sales (except for the licensed business, projects can be operated independently according to law and not prohibited or restricted by laws and regulations)

2. Main Content of the Investment Contract and Basic Information of the Project

Party A: Management Committee of Xinyu Economic Development Zone

Party B: Xinyu Ganfeng New Lithium Source Battery Co., Ltd.

Project name: small polymer lithium battery project with 2 billion units annual capacity

Project location: Optoelectronic Industrial Park in Xiacun Area of Xinyu Economic Development Zone

– 8 –

LETTER FROM THE BOARD

Construction details of the project: construction of the lithium battery research and development, testing, automatic assembly, pack system production line and storage, power distribution, environmental protection facilities and other public facilities and living facilities. The project will be constructed in phases, with the first phase planned for the construction of TWS lithiumion batteries with annual capacity of 250 million units

Major products: small polymer lithium battery, POS machine battery, battery designed for smart wearable products, 3C digital battery, battery designed for health monitoring equipment, mobile power supply, etc

Investment amount: the total investment budget of the project is planned to be RMB2 billion

Principal rights and obligations of both parties: (1) Party A shall assist Party B to obtain the required administrative approval procedures in accordance with the provisions or requirements of the current national laws and regulations; (2) Party B shall carry out project construction in accordance with the contract

Pursuant to the Articles of Association, the resolution in relation to the investment and construction of small polymer lithium battery project with 2 billion units annual capacity by Ganfeng New Lithium Source is subject to the approval of the Shareholders by way of ordinary resolution at the EGM.

VI. EGM

The EGM will be convened for the purpose of, among others, considering and, if thought fit, approving (i) the proposed Change of Company name; (ii) the proposed Amendments to the Articles; (iii) the proposed capacity construction scale improvement of Ganfeng LiEnergy new-type lithium battery project with 15 GWh annual capacity; (iv) the proposed investment and construction of new-type lithium battery production project with 6 GWh annual capacity by Ganfeng LiEnergy; and (v) the proposed investment and construction of small polymer lithium battery project with 2 billion units annual capacity by Ganfeng New Lithium Source.

The notice of the EGM is set out on pages 13 to 15 of this circular.

All the resolutions put to vote at the EGM will be decided by way of poll as required by the Listing Rules (except where the chairman of the EGM, 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).

– 9 –

LETTER FROM THE BOARD

The proposed resolutions in relation to (i) proposed Change of Company Name; and (ii) proposed Amendments to the Articles are subject to the approval by the Shareholders by way of special resolutions at the EGM pursuant to the Articles of Association, which must be passed by more than two-thirds of the total number of shares with valid voting rights held by Shareholders attending the meeting.

The proposed resolutions regarding (i) proposed capacity construction scale improvement of Ganfeng LiEnergy new-type lithium battery project with 15 GWh annual capacity; (ii) proposed investment and construction of new-type lithium battery production project with 6 GWh annual capacity by Ganfeng LiEnergy; and (iii) proposed investment and construction of small polymer lithium battery project with 2 billion units annual capacity by Ganfeng New Lithium Source are subject to the approval of the Shareholders by way of ordinary resolution at the EGM pursuant to the Articles of Association, which must be passed by more than half of the total number of shares with valid voting rights held by Shareholders attending the meeting.

To the best of the Directors’ knowledge, information and belief, having made all reasonable enquiries, no Shareholders is required to abstain from voting on the resolutions to be proposed at the EGM under the Listing Rules.

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.

Closure of register of members

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 Tuesday, September 27, 2022 to Friday, September 30, 2022 (both days inclusive) during which no transfer of 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 Monday, September 26, 2022 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 Monday, September 26, 2022 for registration.

– 10 –

LETTER FROM THE BOARD

VII. RECOMMENDATION

The Directors are of the view that (i) the proposed Change of Company Name; (ii) the proposed Amendments to the Articles; (iii) the proposed capacity construction scale improvement of Ganfeng LiEnergy new-type lithium battery project with 15 GWh annual capacity; (iv) the proposed investment and construction of new-type lithium battery production project with 6 GWh annual capacity by Ganfeng LiEnergy; and (v) the proposed investment and construction of small polymer lithium battery project with 2 billion units annual capacity by Ganfeng New Lithium Source are in the interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend the Shareholders to vote in favour of the relevant resolutions to be proposed at the EGM as set out in the notice of EGM.

On behalf of the Board GANFENG LITHIUM CO., LTD. LI Liangbin Chairman

– 11 –

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

Details of the proposed Amendments to the Articles (deleted texts are presented in strikethrough and additional texts are presented in underline) are as follows:

No	Original version		Revised version	Revised version
1	Article 1		Article 1
	To safeguard the legitimate rights and interests of Ganfeng Lithium Co., Ltd. (hereinafter referred to as the “Company” or “this Company”), its shareholders and creditors, and to regulate the organization and activities of the Company, these Articles of Association are hereby formulated, in accordance with the Company Law of the People’s Republic of China (hereinafter referred to as the “Company Law”), the Securities Law of the People’s Republic of China (hereinafter referred to as the “Securities Law”), the Special Regulations of the State Council on Overseas Offering and Listing of Company Limited by Shares (hereinafter referred to as the “Special Regulations”), the Articles of Association of Companies Seeking a Listing Outside the PRC Prerequisite Clauses (hereinafter referred to as the “Prerequisite Clauses”), the Letter of Opinion on Amendment to Articles of Association of Companies Listing in Hong Kong (hereinafter referred to as the “Letter of Opinion on Amendment”), the Rules Governing the Listing of Securities on the Stock Exchange of Hong Kong Limited (the “HK Listing Rules” or “HK Listing Rules”), the Reply of the State Council on the Adjustment of the Notice Period of the General Meeting and Other Matters Applicable to Overseas Listed Companies (hereinafter referred to as the “Reply”) and the provisions of other relevant laws and regulations.		To safeguard the legitimate rights and interests of~~Ganfeng Lithium Co., Ltd~~ ~~G~~anfeng Lithium Group Co., Ltd. (hereinafter referred to as the “Company” or “this Company”), its shareholders and creditors, and to regulate the organization and activities of the Company, these Articles of Association are hereby formulated, in accordance with the Company Law of the People’s Republic of China (hereinafter referred to as the “Company Law”), the Securities Law of the People’s Republic of China (hereinafter referred to as the “Securities Law”), the Special Regulations of the State Council on Overseas Offering and Listing of Company Limited by Shares (hereinafter referred to as the “Special Regulations”), the Articles of Association of Companies Seeking a Listing Outside the PRC Prerequisite Clauses (hereinafter referred to as the “Prerequisite Clauses”), the Letter of Opinion on Amendment to Articles of Association of Companies Listing in Hong Kong (hereinafter referred to as the “Letter of Opinion on Amendment”), the Rules Governing the Listing of Securities on the Stock Exchange of Hong Kong Limited (the “HK Listing Rules” or “HK Listing Rules”), the Reply of the State Council on the Adjustment of the Notice Period of the General Meeting and Other Matters Applicable to Overseas Listed Companies (hereinafter referred to as the “Reply”) and the provisions of other relevant laws and regulations.
2	Article 3		Article 3
	⋯⋯ Registered name of the Company: Ganfeng Lithium Co., Ltd. Full name in English: GANFENG LITHIUM CO., LTD.		⋯⋯ Registered name of the Company:~~Ganfeng~~ ~~Lithium Co., Ltd.~~ Ganfeng Lithium Group Co., Ltd. Full name in English:~~GANFENG LITHIUM~~ ~~CO., LTD.~~ ~~G~~ANFENG LITHIUM GROUP CO., LTD.
			~~CO., LTD.~~ CO., LTD.

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NOTICE OF THE EXTRAORDINARY GENERAL MEETING

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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 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 Friday, September 30, 2022 at 2:00 p.m for the purposes of considering, and if thought fit, approving the following resolutions. Unless otherwise stated, the capitalized used herein shall have the same meanings as defined in the circular of the Company dated September 9, 2022 (the “ Circular ”), for which the notice convening the EGM shall form part of.

SPECIAL RESOLUTIONS

1. To consider and approve the proposed Change of Company Name

2. Conditional upon the passing of the special resolution numbered 1, to consider and approve the proposed amendments to the Articles of Association

ORDINARY RESOLUTIONS

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

2. To consider and approve the proposed investment and construction of new-type lithium battery production project with 6 GWh annual capacity by Ganfeng LiEnergy

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NOTICE OF THE EXTRAORDINARY GENERAL MEETING

1. To consider and approve the proposed investment and construction of small polymer lithium battery project with 2 billion units annual capacity by Ganfeng New Lithium Source

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

Jiangxi, PRC, September 9, 2022

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. WANG Jinben, Ms. WONG Sze Wing, Mr. XU Guanghua and Ms. XU Yixin as independent non-executive directors of the Company.

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 Tuesday, September 27, 2022 to Friday, September 30, 2022 (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 Monday, September 26, 2022 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 Monday, September 26, 2022 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 Tuesday, September 20, 2022).

• (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.

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NOTICE OF THE EXTRAORDINARY GENERAL MEETING

• (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 Thursday, September 29, 2022, 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.

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