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Ganfeng Lithium Group Co., Ltd. — Proxy Solicitation & Information Statement 2023
Nov 15, 2023
50157_rns_2023-11-15_28fce5dd-95a5-44d6-9dcd-718e474b7351.pdf
Proxy Solicitation & Information Statement
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(A joint stock company incorporated in the People’s Republic of China with limited liability)
(Stock Code: 1772)
REVISED FORM OF PROXY OF H SHAREHOLDERS FOR THE EXTRAORDINARY GENERAL MEETING TO BE HELD ON THURSDAY, NOVEMBER 30, 2023
[[(Note 1)]]
[[(Note 1)]] ,
I/We,[[(Note 1)]] of[[(Note 1)]] , being the registered holder(s) of[(Note 2)] H shares (“ Shares ”) of Ganfeng Lithium Group Co., Ltd. (the “ Company ”), hereby appoint the Chairperson of the captioned meeting of the Company (the “ Meeting ” or the “ EGM ”), or[(Note 3)] of[(Note 3)]
as my/our proxy(ies) to attend and act for me/us at the Meeting to be held at 2:00 a.m. on Thursday, November 30, 2023 at the Company’s conference room at 4th Floor, R&D Building at the Company’s Headquarter, Longteng Road, Economic Development Zone, Xinyu, Jiangxi Province, the People’s Republic of China or any adjournment thereof for the purposes of considering and, if thought fit, passing the resolutions and the revised resolutions as set out in the original notice convening the EGM dated November 10, 2023 (the “ Original Notice ”) and the revised notice of the EGM dated November 16, 2023 at the EGM or any adjournment thereof to vote for me/us and in my/our name(s) in respect of the resolutions as indicated below and, if no such indication is given, as my/our proxy(ies) thinks fit.
| Ordinary resolutions | Ordinary resolutions | Ordinary resolutions | Ordinary resolutions | Ordinary resolutions | Ordinary resolutions | For(Note 4) | For(Note 4) | Against(Note 4) | Against(Note 4) | Abstention(Note 4) | Abstention(Note 4) |
|---|---|---|---|---|---|---|---|---|---|---|---|
| 1. | Proposed adoption of the 2023 Employee Stock Ownership Plan |
||||||||||
| 2. | Propo Empl |
sed adoption of oyee Stock Own |
the managem ership Plan |
ent measures for the | 2023 | ||||||
| 3. | Propo matte Plan |
sed authorizati |
on to the Bo |
ard to deal with rele |
vant |
||||||
| rs in relation to | the 2023 E | mployee Stock Owne | rship | ||||||||
| 4. | Proposed signing of investment agreement by Ganfeng LiEnergy |
osed signing o | f investmen | t agreement by Gan | feng | ||||||
Date:
Shareholder’s signature[(Note 5)] :
Notes:
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Please insert your full name and address in BLOCK CAPITALS .
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Please insert the number of Shares registered in your name and to which this revised form of proxy relates. If no such number is inserted, this revised form of proxy will be deemed to relate to all the Shares registered in your name.
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If any proxy other than the Chairperson of the Meeting is appointed, cross out “the Chairperson of the captioned meeting of the Company (the “ Meeting ”), or”, and insert the name and address of the proxy desired in the space provided. Shareholders who are entitled to attend and vote at the Meeting have the power to appoint one or more proxies to attend and vote at the Meeting. The proxy appointed need not be a shareholder of the Company (“ Shareholder ”). Any alteration made to this revised form of proxy must be signed by the person who originally executed this revised form of proxy.
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Pursuant to the requirements of the Articles of Association of the Company, there have been revisions to the contents of Original Notice and the proxy form despatched to the Shareholders on November 10, 2023 (the “ Original Proxy Form ”) to the effect that the proposed resolutions numbered 1, 2 and 3 therein will be considered and, if thought fit, be passed as ordinary resolutions instead of special resolutions of the Company. Therefore, Resolution No. 1, 2 and 3 set forth in the Original Notice shall be submitted in the form of ordinary resolutions (instead of the special resolutions as stated in the Original Notice) to the EGM for approval.
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If you wish to vote for any resolution, please insert “ ✓ ” in the box marked “For”. If you wish to vote against any resolution, please insert “ ✓ ” in the box marked “Against”. If you wish to abstain from voting on any resolution, please insert “ ✓ ” in the box marked “Abstention”. Failure to make any indication will entitle your proxy/proxies to vote or abstain at his discretion. Your proxy/proxies will also be entitled to vote at his/her discretion on any resolution properly put to the Meeting other than those referred to in the notice convening the Meeting. Any vote which is not filled or filled wrongly or with unrecognizable writing or not casted will be deemed as having been waived by you and the corresponding vote will be counted as “Abstain”. The number of abstained votes will be counted as the required majority in favor of any resolution proposed and will be counted into the denominator for the purpose of percentage calculation of the voting.
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This revised form of proxy must be signed by you or your attorney duly authorized in writing. In the case of a corporation, the same must be either under its common seal or under the hand of its director(s) or duly authorized attorney(s). If this revised form of proxy is signed by an attorney of an H shareholder of the Company, the power of attorney authorizing that attorney to sign or other authorization document must be notarised.
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In order to be valid, this revised form of proxy together with the power of attorney or other authorization document (if any) must be deposited at the H share registrar of the Company, Computershare Hong Kong Investor Services Limited, the address of which is set out in Note 9 below, not later than 2:00 p.m. on Wednesday, November 29, 2023 (or if the EGM is adjourned, not less than 24 hours before the time fixed for holding of the adjourned EGM).
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This revised form of proxy (the “ Revised Proxy Form ”) is applicable to the revised resolutions as set out in the revised notice of the EGM dated November 16, 2023 and revised the Original Proxy Form. This revised form of proxy will not affect the validity of the Original Proxy Form duly completed by you in respect of the resolutions set out in the Original Notice. If you have validly appointed a proxy to attend the EGM but do not complete and deliver this revised form of proxy, your proxy will be entitled to vote at his/her discretion on the resolutions set out in this revised notice.
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Shareholders who have returned the Original Proxy Form shall note that:
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(a) If the Revised Proxy Form is not returned 24 hours (excluding any part of a day that is a public holiday) before the time designated for holding the EGM or any adjourned meeting thereof, the duly EGM completed and returned Original Proxy Form will be deemed as a valid form of proxy.
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(b) If the Revised Proxy Form has been returned 24 hours (excluding any part of a day that is a public holiday) before the time designated for the holding the EGM or any adjourned meeting thereof, the Original Proxy Form previously returned by the Shareholder shall be revoked and superseded by the Revised Proxy Form. The duly completed Revised Proxy Form will be deemed as a valid form of proxy.
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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]
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An H shareholder of the Company or his/her proxy should produce proof of identity when attending the EGM. If a corporate shareholder appoints its legal representative to attend the EGM, such legal representative shall produce proof of identity and a copy of the resolution of the board of directors or other governing body of such H Shareholder appointing such legal representative to attend the EGM.
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Completion and delivery of the revised form of proxy will not preclude you from attending and voting at the EGM if you so wish.