Ganfeng Lithium Group Co., Ltd. — Proxy Solicitation & Information Statement 2024

Nov 4, 2024

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 Group 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) THE PROVISION OF GUARANTEES TO MINERA EXAR BY THE COMPANY AND ITS SUBSIDIARIES;

(2) PROPOSED PROVISION OF FINANCIAL ASSISTANCE TO A JOINT VENTURE;

(3) PROPOSED PROVISION OF ADDITIONAL EXTERNAL GUARANTEES

BY THE COMPANY AND ITS SUBSIDIARIES;

(4) PROPOSED PROVISION OF GUARANTEES TO A CONTROLLED SUBSIDIARY;

(5) THE CAPITAL INCREASE AND SHARE EXPANSION AND THE INTRODUCTION OF INDUSTRY FUND BY NANCHANG GANFENG LIENERGY, A CONTROLLED SUBSIDIARY, INVOLVING GUARANTEES;

AND

(6) NOTICE OF THE EXTRAORDINARY GENERAL MEETING

A letter from the Board is set out on pages 1 to 23 of this circular.

The notice of the EGM is set out on pages 24 to 26 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, November 25, 2024 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, November 24, 2024 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.

November 4, 2024

CONTENTS

		Page
DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		ii
LETTER FROM THE BOARD. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		1
INTRODUCTION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		2
I.	TH E PROVISION OF GUARANTEES TO MINERA EXAR
	BY THE COMPANY AND ITS SUBSIDIARIES. . . . . . . . . . . . . . . . . . . . . . . . .	2
II.	PR OPOSED PROVISION OF FINANCIAL ASSISTANCE
	TO A JOINT VENTURE. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
III.	PR OPOSED PROVISION OF ADDITIONAL EXTERNAL GUARANTEES
	BY THE COMPANY AND ITS SUBSIDIARIES. . . . . . . . . . . . . . . . . . . . . . . . .	5
IV.	PR OPOSED PROVISION OF GUARANTEES
	TO A CONTROLLED SUBSIDIARY. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	14
V.	TH E CAPITAL INCREASE AND SHARE EXPANSION AND THE INTRODUCTION
	OF INDUSTRY FUND BY NANCHANG GANFENG LIENERGY,
	A CONTROLLED SUBSIDIARY, INVOLVING GUARANTEES. . . . . . . . . . .	17
VI.	EGM. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	22
VII.	RECOMMENDATION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	23
NOTICE OF THE EXTRAORDINARY GENERAL MEETING. . . . . . . . . . . . . . . . . . . . . . . . .		24

– 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) “Articles of Association” the articles of association of the Company, as amended from time to time “Board” the board of Directors “Company” Ganfeng Lithium Group Co., Ltd. (江西贛鋒鋰業集團股份有限 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 “Company Law” Company Law of the PRC, as amended from time to time “Connected person(s)” has the meaning ascribed thereto under the Hong Kong Listing Rules “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 Monday, November 25, 2024 at the Conference Room, 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)” 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

– ii –

DEFINITIONS

“Latest Practicable Date” October 30, 2024, 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 “Minera Exar” Minera Exar S.A., a limited liability company incorporated in Argentina in which the Company holds a 46.67% equity interest indirectly “Mt. Marion Lithium” Mt. Marion Lithium Pty Ltd., a limited liability company incorporated in Australia in which the Company holds a 50% equity interest indirectly “PRC” the People’s Republic of China “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 Director: Mr. YU Jianguo Ms. LUO Rong

Independent non-executive Directors: Mr. WANG Jinben Mr. WONG Ho Kwan 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

November 4, 2024

To the Shareholders

Dear Sir or Madam,

(1) THE PROVISION OF GUARANTEES TO MINERA EXAR

BY THE COMPANY AND ITS SUBSIDIARIES;

(2) PROPOSED PROVISION OF FINANCIAL ASSISTANCE TO A JOINT VENTURE;

(3) PROPOSED PROVISION OF ADDITIONAL EXTERNAL GUARANTEES

BY THE COMPANY AND ITS SUBSIDIARIES;

(4) PROPOSED PROVISION OF GUARANTEES TO

A CONTROLLED SUBSIDIARY;

(5) THE CAPITAL INCREASE AND SHARE EXPANSION AND THE INTRODUCTION OF INDUSTRY FUND BY NANCHANG GANFENG LIENERGY, A CONTROLLED SUBSIDIARY, INVOLVING GUARANTEES; 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 other things, (i) the provision of guarantees to Minera Exar by the Company and its subsidiaries; (ii) proposed provision of financial assistance to a joint venture; (iii) proposed provision of additional external guarantees by the Company and its subsidiaries; (iv) proposed provision of guarantees to a controlled subsidiary; and (v) the capital increase and share expansion and the introduction of industry fund by Nanchang Ganfeng LiEnergy, a controlled subsidiary, involving guarantees.

I. THE PROVISION OF GUARANTEES TO MINERA EXAR BY THE COMPANY AND ITS SUBSIDIARIES

1. Overview of the Guarantees

The 84th meeting of the fifth session of the Board was held on October 18, 2024 at which the Resolution in relation to the Provision of Guarantees to Minera Exar by the Company and its subsidiaries (關於本公司及子公司為MINERA EXAR公司提供擔保的議案) was considered and approved. In order to safeguard the daily operations of the Cauchari-Olaroz lithium salt lake project in Argentina, it was approved that the Company would apply to the bank for the issuance of a financing letter of guarantee not exceeding USD200 million for its subsidiary, Minera Exar S.A., and it was approved that GFL International Co., Ltd and its wholly-owned subsidiary, Greentech Metal Global Pte. Ltd. would provide guarantees not exceeding USD80 million to banks for Minera Exar. The aforesaid guarantees are counterguaranteed by Lithium Americas (Argentina) Corp, another shareholder of Minera Exar. The guarantee is valid for 12 months from the date of considering and approving the resolution by the Company’s EGM.

The management of the Company is hereby authorized to handle relevant formalities and sign relevant legal documents on behalf of the Company subject to the limits of the resolution.

As of the Latest Practicable Date, no agreement has been entered into in respect of the above guarantees.

– 2 –

LETTER FROM THE BOARD

2. Basic Information on the Guaranteed Party

Minera Exar is a mining and exploration company established in 2006 in Argentina, with its registered address at Palma de 4 Carrillo 54, Planta Baja Of. 7, San Salvador de Jujuy (4600) Argentina. As at the Latest Practicable Date, Minera Exar has not been listed. As at the Latest Practicable Date, the Company, through its wholly-owned subsidiary, Ganfeng Lithium Netherlands Co., B.V., holds 46.67% of equity interest in Minera Exar and enjoys 51% of the voting rights in Minera Exar’s management committee (Minera Exar’s body of authority), thus exercising control over Minera Exar.

Below is the financial data of Minera Exar for the year and period indicated:

		Unit: USD
	As of	As of
Item	December 31, 2023	June 30, 2024
	(Audited)	(Unaudited)
Total assets	1,510,570,366	1,812,770,316.45
Total liabilities	1,315,943,668	1,642,004,668.36
Net assets	194,626,698	170,765,648.09
	For the year ended	For the six months
Item	December 31, 2023	ended June 30, 2024
	(Audited)	(Unaudited)
Operating revenue	34,520,590	73,895,458.37
Total profit	-35,881,201	-23,861,050.05
As of June 30, 2024, the gearing ratio of Minera Exar was 90.58%.

Upon inquiry, Minera Exar is not a dishonest person subject to enforcement.

3. Main contents of the guarantee agreements

As of the Latest Practicable Date, no agreement has been entered into in respect of the above guarantees.

– 3 –

LETTER FROM THE BOARD

4. Opinions of the Board

The Board is of the opinion that the provision of guarantees to Minera Exar by the Company and its subsidiaries, and the counter guarantee by Lithium Americas (Argentina) Corp are for the purpose of safeguarding the daily operations of the Cauchari-Olaroz lithium salt lake project in Argentina, which is conducive to the Company’s business expansion and enhancement of core competitiveness, and is in line with the Company’s upstream and downstream integration development strategy, without prejudice to the interests of the Company and its Shareholders, in particular minority Shareholders. The decision-making procedures are legal and valid.

The resolution in relation to the provision of guarantees to Minera Exar by the Company and its subsidiaries is subject to the approval of the Shareholders by way of a special resolution at the EGM, and will become effective upon approval by the Shareholders at the EGM.

II. PROPOSED PROVISION OF FINANCIAL ASSISTANCE TO A JOINT VENTURE

Reference is made to the overseas regulatory announcement of the Company dated October 18, 2024 in relation to, among others, the proposed provision of financial assistance to a joint venture.

The 84th meeting of the fifth session of the Board was held on October 18, 2024 at which the Resolution in relation to the provision of financial assistance to a joint venture and related party transaction (關於為合營公司提供財務資助暨關聯交易的議案) was considered and approved, it was approved that the Company or its controlling subsidiary shall provide financial assistance to Mt. Marion Lithium Pty Ltd, a joint venture company with no more than AUD150 million, mainly for the daily operations of its Mt. Marion spodumene project in Australia.

The management of the Company is hereby authorized to handle relevant formalities and sign relevant legal documents on behalf of the Company subject to the limits of the resolution. The principal terms of the financial assistance are as follows:

Amount of financial assistance: No more than AUD150 million Use of funds: For the daily operations of its Mt. Marion spodumene project in Australia Financial assistance method: Financial assistance from the Company or its subsidiaries and PMI on equivalent terms in proportion to their shareholdings Term: Five years

– 4 –

LETTER FROM THE BOARD

Interest rate: Fixed interest rate of 7% per annum, with the principal and interest repayable in lump sum at maturity Collateral: No collateral for the financial assistance Repayment guarantee: Loan repayment by Mt. Marion Lithium from its future earnings

The financial assistance is provided by the Company to Mt. Marion Lithium, while other shareholders of Mt. Marion Lithium provide financial assistance in proportion to their respective capital contributions. The financial assistance is mainly used for the daily operations of the Mt. Marion spodumene project in Australia, which in turn ensures the provision of quality spodumene raw materials for the Company’s production and is favourable to its business development.

As Mt. Marion Lithium Pty Ltd is a related party and the financial assistance is a related party transaction under the Shenzhen Listing Rules, this financial assistance is subject to the approval of the Shareholders in the EGM. However, Mt. Marion Lithium Pty Ltd is not connected person of the Company under Chapter 14A of the Listing Rules. Accordingly, the provision of financial assistance to Mt. Marion Lithium Pty Ltd does not constitute a connected transaction under Chapter 14A.

The resolution in relation to the proposed provision of financial assistance to a joint venture 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.

III. PROPOSED PROVISION OF ADDITIONAL EXTERNAL GUARANTEES BY THE COMPANY AND ITS SUBSIDIARIES

1. Overview of the Guarantees

On the 84th meeting of the fifth session of the Board dated October 18, 2024, a resolution in relation to the provision of additional external guarantees by the Company and its subsidiaries (關於新增公司及子公司對外提供擔保額度的議案) was considered and approved, a controlled subsidiary of the Company will be guaranteed by way of joint liability guarantees provided by the Company of RMB400 million in total to meet the development, production and operational needs of the Company and its subsidiaries. Certain controlled subsidiaries of Ganfeng LiEnergy Technology Co., Ltd. will be guaranteed by way of joint liability guarantees provided by Ganfeng LiEnergy Technology Co., Ltd. of RMB2,650 million in total so as to meet the construction and operational turnover needs of the newly established sub-projects. The total amount of the two new guarantees is RMB3,050 million. The guarantees are valid for 12 months from the date of considering and approving the resolution by the Company’s EGM.

– 5 –

LETTER FROM THE BOARD

The information on the additional guarantees are as follows:

Unit: RMB0’000

No. Guarantor Guarantee Relationship with the Company 1 The Company Xinyu Ganfeng Lithium Co., Ltd. Controlled subsidiaries whose financial results are consolidated in the Company’s consolidated financial statements 2 Ganfeng LiEnergy Technology Co., Ltd. Guangdong Huichu Energy Technology Co., Ltd. 3 Huizhou Ganfeng LiEnergy Technology Co., Ltd. 4 Nanchang Ganfeng Electronics Co., Ltd. 5 Xinyu Gangfeng New Lithiumion Battery Co., Ltd. Total	Gearing ratio of the guaranteed party in the most recent period 86.11% 100% 102.18% 0 98.09%	Balance of guarantee as of 30 September 2024 0 0 0 0 0 0	Guarantee amount 40,000 100,000 100,000 50,000 15,000 305,000	Proportion of the guarantee amount to the Company’s latest audited net assets in the most recent period Expected term of guarantee Whether related guarantees are provided 0.85% 12 months from the date of considering and approving the resolution by the Company’s EGM No 2.13% No 2.13% No 1.06% No 0.32% No 6.47%

– 6 –

LETTER FROM THE BOARD

The management of the Company is hereby authorized to handle relevant formalities and sign relevant legal documents on behalf of the Company subject to the amount proposed in the resolution.

2. Basic Information of the Guarantees

(1) Basic information of Xinyu Ganfeng Lithium Co., Ltd.

Company name:

Xinyu Ganfeng Lithium Co., Ltd.

Unified social credit code: 91360500MA39B8N92J

Address:

No. 2668 Sunshine Avenue, High tech Development Zone, Xinyu City, Jiangxi Province

Registered capital: RMB10 million Legal representative: Liao Cui (廖萃)

Principal business:

licensed project: production of hazardous chemicals (projects that require approval by law can only be carried out within the validity period of the license after approval by relevant departments. Specific business projects and license periods are subject to the approval documents or licenses issued by relevant departments)

General projects: manufacturing of basic chemical raw materials (excluding the manufacturing of licensed chemicals such as hazardous chemicals), sales of chemical products (excluding licensed chemical products), smelting of commonly used non-ferrous metals, manufacturing of non-ferrous metal alloys, sales of non-ferrous metal alloys, research and development of resource recycling technologies, promotion services for new material technologies, engineering and technical research and experimental development, import and export of goods.

As at the Latest Practicable Date, the Company holds 100% of the equity interest in Xinyu Ganfeng Lithium Co., Ltd.

– 7 –

LETTER FROM THE BOARD

The financial data of Xinyu Ganfeng Lithium Co., Ltd. for the year ended December 31, 2023 and for the six months ended June 30, 2024 is indicated as follows:

Unit: RMB0’000

	As of	As of
Item	December 31, 2023	June 30, 2024
	(Audited)	(Unaudited)
Total assets	67,777.01	65,736.56
Total liabilities	56,929.83	56,607.65
Net assets	10,847.17	9,128.90
	For the year ended	For the six months
Item	December 31, 2023	ended June 30, 2024
	(Audited)	(Unaudited)
Operating revenue	119,346.89	56,323.79
Total profit	-14,591.60	-428.81

As of June 30, 2024, the gearing ratio of Xinyu Ganfeng Lithium Co., Ltd. was 86.11%.

Upon inquiry, Xinyu Ganfeng Lithium Co., Ltd. is not a dishonest person subject to enforcement.

(2) Basic information of Guangdong Huichu Energy Technology Co., Ltd.

Company name: Guangdong Huichu Energy Technology Co., Ltd.

Unified social credit code: 91441900MADPQB531L

Address:

No.17 Houde Road, Jiaolian, Wanjiang Street, Dongguan City, Guangdong Province

Registered capital: RMB100 million

Legal representative: Ge Qiaoyu (戈巧瑜)

– 8 –

LETTER FROM THE BOARD

Principal business:

technical services, technology development, technology consulting, technology exchange, technology transfer, technology promotion; contract energy management; research and development of emerging energy technologies; information consulting services (excluding licensed information consulting services); industrial internet data service; commercial complex management services; software development; battery manufacturing; manufacturing of testing machines; daily life services for residents; software sales; promotion services for new material technology; big data services; research and development of efficient and energy-saving technologies in the power industry; energy saving management services; energy storage technology services; battery sales.

As at the Latest Practicable Date, Ganfeng LiEnergy Technology Co., Ltd. holds 100% of the equity interest in Guangdong Huichu Energy Technology Co., Ltd.

Guangdong Huichu Energy Technology Co., Ltd. is a newly established company. The financial data of Guangdong Huichu Energy Technology Co., Ltd. for the six months ended June 30, 2024 is indicated as follows:

	Unit: RMB0’000
Item	As of June 30, 2024
	(Unaudited)
Total assets	10,431.34
Total liabilities	10,431.34
Net assets	0.00
	For the six months
Item	ended June 30, 2024
	(Unaudited)
Operating revenue	0.00
Total profit	0.00

As of June 30, 2024, the gearing ratio of Guangdong Huichu Energy Technology Co., Ltd. was 100%.

Upon inquiry, Guangdong Huichu Energy Technology Co., Ltd. is not a dishonest person subject to enforcement.

– 9 –

LETTER FROM THE BOARD

(3) Basic information of Huizhou Ganfeng LiEnergy Technology Co., Ltd.

Company name:

Huizhou Ganfeng LiEnergy Technology Co., Ltd.

Unified social credit code: 91441300MA556NCC0P

Address: No. 2 of Huiqiao Express, Chenjiang Subdistrict, Zhongkai High tech Zone, Huizhou Registered capital: RMB100 million Legal representative: Xiao Haiyan (肖海燕) Principal business: general project: battery manufacturing; battery sales; production of battery spare parts; sales of battery spare parts; energy storage technology services; technical services, technology development, technology consulting, technology exchange, technology transfer, and technology promotion; import and export of goods; technology import and export; import and export agency; production of special labor protection equipment; sales of special labor protection equipment; production of labor protection equipment; sales of labor protection equipment; mold manufacturing; mold sales.

As at the Latest Practicable Date, Ganfeng LiEnergy Technology Co., Ltd. holds 100% of the equity interest in Huizhou Ganfeng LiEnergy Technology Co., Ltd.

The financial data of Huizhou Ganfeng LiEnergy Technology Co., Ltd. for the year ended December 31, 2023 and for the six months ended June 30, 2024 is indicated as follows:

Unit: RMB0’000

	As of	As of
Item	December 31, 2023	June 30, 2024
	(Audited)	(Unaudited)
Total assets	252,388.32	262,377.18
Total liabilities	254,793.64	268,093.53
Net assets	-2,405.32	-5,716.35

– 10 –

LETTER FROM THE BOARD

	For the year ended	For the six months
Item	December 31, 2023	ended June 30, 2024
	(Audited)	(Unaudited)
Operating revenue	105,023.58	67,534.78
Total profit	-10,600.55	-4,034.67

As of June 30, 2024, the gearing ratio of Huizhou Ganfeng LiEnergy Technology Co., Ltd. was 102.18%.

Upon inquiry, Huizhou Ganfeng LiEnergy Technology Co., Ltd. is not a dishonest person subject to enforcement.

(4) Basic information of Nanchang Ganfeng Electronics Co., Ltd.

Company name:

Nanchang Ganfeng Electronics Co., Ltd.

Unified social credit code: 91360106MADUYLU01T

Address:

Room K519, Entrepreneurship Building, Entrepreneurship Park, No. 18 Gaoxin 2nd Road, Nanchang High tech Industrial Development Zone, Nanchang City, Jiangxi Province

Registered capital: RMB60 million

Legal representative: Xiao Haiyan (肖海燕) Principal business:

battery manufacturing, battery sales, research and development of emerging energy technologies, research and development of electronic specialized materials, manufacturing of wind and power tools, manufacturing of electronic components, manufacturing of integrated circuits, manufacturing of lighting fixtures, leasing of non-residential real estate, import and export of goods, import and export of technology, recycling and cascading utilization of waste power batteries for new energy vehicles (excluding hazardous waste management), research and development of resource recycling technology, technical consulting for resource recycling services, technical services, technology development, technical consulting, technical exchange, technology transfer, technology promotion, sales of solar thermal utilization equipment, production of battery spare parts, operation of electric vehicle charging infrastructure.

– 11 –

LETTER FROM THE BOARD

As at the Latest Practicable Date, Ganfeng LiEnergy Technology Co., Ltd. holds 80% of the equity interest in Nanchang Ganfeng Electronics Co., Ltd.

Nanchang Ganfeng Electronics Co., Ltd. is a newly established company and currently has no financial data.

Upon inquiry, Nanchang Ganfeng Electronics Co., Ltd. is not a dishonest person subject to enforcement.

(5) Basic information of Xinyu Gangfeng New Lithiumion Battery Co., Ltd.

Company name:

Xinyu Gangfeng New Lithiumion 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 (明應時) Principal business:

battery manufacturing, battery sales, research and development of electronic special materials, technical services, technology development, technical consulting, technical exchange, technology transfer, technology promotion, engineering and technical research and experimental development, mold sales, mold manufacturing, mechanical parts and component processing, information technology consulting services, plastic product manufacturing, plastic product sales, production of non-medical masks for daily use, and sales of non-medical masks for daily use.

As at the Latest Practicable Date, Ganfeng LiEnergy Technology Co., Ltd. indirectly holds 100% of the equity interest in Xinyu Gangfeng New Lithiumion Battery Co., Ltd.

– 12 –

LETTER FROM THE BOARD

The financial data of Xinyu Gangfeng New Lithiumion Battery Co., Ltd. for the year ended December 31, 2023 and for the six months ended June 30, 2024 is indicated as follows:

		Unit: RMB0’000
	As of	As of
Item	December 31, 2023	June 30, 2024
	(Audited)	(Unaudited)
Total assets	47,656.53	57,868.45
Total liabilities	46,548.46	56,763.55
Net assets	1,108.07	1,104.90
	For the year ended	For the six months
Item	December 31, 2023	ended June 30, 2024
	(Audited)	(Unaudited)
Operating revenue	35,678.49	22,108.27
Total profit	-2,441.71	-116.69

As of June 30, 2024, the gearing ratio of Xinyu Gangfeng New Lithiumion Battery Co., Ltd. was 98.09%.

Upon inquiry, Xinyu Gangfeng New Lithiumion Battery Co., Ltd. is not a dishonest person subject to enforcement.

3. Opinion of the Board

The Board is of the opinion that in order to meet the capital needs and optimize the financial structures of the Company and its subsidiaries, the provision of guarantees by the Company to its subsidiaries is conducive to the development and production and operational needs of the Company and its subsidiaries and the long-term development of the Company without prejudice to the interests of the Company and the minority Shareholders.

The proposed provision of additional external guarantees by the Company and its subsidiaries 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.

– 13 –

LETTER FROM THE BOARD

IV. PROPOSED PROVISION OF GUARANTEES TO A CONTROLLED SUBSIDIARY

1. Overview of the Guarantees

The 85th meeting of the fifth session of the Board was held on October 30, 2024 at which the Resolution in relation to the Provision of Guarantees to a Controlled Subsidiary 《關於對控 股子公司提供擔保的議案》 was considered and approved. In order to meet the development, production and operation needs of the Company and its subsidiaries, Shenzhen Yichu Energy Technology Co., Ltd., a controlled subsidiary of the Company was approved to apply for a loan from a third-party institution. A total of no more than RMB1,500 million will be guaranteed by way of guarantees provided by the Company or the controlled subsidiaries of the Company. This loan is mainly used to promote the development and construction of the energy storage project of Shenzhen Yichu Energy Technology Co., Ltd., as well as to serve as project initiation and operational funds to meet the Company’s development needs in the energy storage industry.

The information on the guarantee is as follows:

Unit: RMB0’000

Proportion of the guarantee amount to the Gearing Company’s ratio of the Balance of latest Whether guaranteed guarantee audited net related Relationship party in the as of 30 assets in the guarantees with the most recent September Guarantee most recent Expected term are No. Guarantor Guarantee Company period 2024 amount period of guarantee provided 1 The Company or Shenzhen Yichu Controlled 60.89% 0 150,000 3.19% 12 months from No its controlled Energy subsidiaries the date of subsidiaries Technology whose financial considering Co., Ltd. results are and approving consolidated in the resolution the Company’s by the consolidated Company’s financial EGM statements

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LETTER FROM THE BOARD

The management of the Company is hereby authorized to handle relevant formalities and sign relevant legal documents on behalf of the Company subject to the amount proposed in the resolution.

2. Basic Information on the Guaranteed Party

Company name: Shenzhen Yichu Energy Technology Co., Ltd.

Unified social credit code: 91440300MADJPU866U

Address:

A2-1305, Building A, Kexing Science Park, No. 15 Keyuan Road, Science Park Community, Yuehai Street, Nanshan District, Shenzhen

Registered capital: RMB500 million Legal representative: Liu Rui (劉銳) Principal business: general business projects include: research and development of emerging energy technologies; manufacturing of new energy prime mover equipment; sales of new energy original equipment; manufacturing of photovoltaic equipment and components; sales of photovoltaic equipment and components; motor manufacturing; wind power generation technology services; energy saving management services; manufacturing of gas compression machinery; energy storage technology services; technical services, technology development, technology consulting, technology exchange, technology transfer, and technology promotion; information consulting services (excluding licensed information consulting services); industrial internet data service; commercial complex management services; software development; battery manufacturing; manufacturing of testing machines; daily life services for residents; software sales; promotion services for new material technology; big data services; contract energy management; project planning and public relations services; financing consulting services; social stability risk assessment; battery sales; sales of battery spare parts; recycling and cascading utilization of waste power batteries from new energy vehicles (excluding hazardous waste management); research and development of resource recycling technology; security system monitoring service. The licensed business projects are: power generation business, transmission business, and power supply (distribution) business.

As at the Latest Practicable Date, Ganfeng LiEnergy Technology Co., Ltd. holds 90% of the equity interest in Shenzhen Yichu Energy Technology Co., Ltd.

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LETTER FROM THE BOARD

Shenzhen Yichu Energy Technology Co., Ltd. is a newly established company. The financial data of Shenzhen Yichu Energy Technology Co., Ltd. for the five months ended September 30, 2024 is indicated as follows:

		Unit: RMB0’000
Item	As of June 30, 2024
		(Unaudited)
Total assets		25,035.61
Total liabilities		15,244.46
Net assets		9,791.15
	For the five months
	ended September 30,
Item		2024
		(Unaudited)
Operating revenue		0
Total profit		-210.36

As of September 30, 2024, the gearing ratio of Shenzhen Yichu Energy Technology Co., Ltd. was 60.89%.

Upon inquiry, Shenzhen Yichu Energy Technology Co., Ltd. is not a dishonest person subject to enforcement.

3. Opinions of the Board

The Board is of the opinion that in order to meet the capital needs and optimize the financial structures of the Company and its subsidiaries, the provision of guarantees to the controlled subsidiary is conducive to the development and production and operational needs of the Company and its subsidiaries and the long-term development of the Company without prejudice to the interests of the Company and the minority Shareholders.

The proposed provision of guarantees to the controlled subsidiary 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.

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LETTER FROM THE BOARD

• V. THE CAPITAL INCREASE AND SHARE EXPANSION AND THE INTRODUCTION OF INDUSTRY FUND BY NANCHANG GANFENG LIENERGY, A CONTROLLED SUBSIDIARY, INVOLVING GUARANTEES

1. Transactions overview

The 85th meeting of the fifth session of the Board was held on October 30, 2024 at which the Resolution in relation to the Capital Increase and Share Expansion and the introduction of industry fund by Nanchang Ganfeng LiEnergy, a controlled subsidiary, involving guarantees 《關於控股子公司南昌贛鋒增資擴股引入產業基金涉及擔保的議案》( ) was considered and approved. The Company’s subsidiary, Ganfeng LiEnergy Technology Co., Ltd. (江西贛鋒 鋰電科技股份有限公司, referred to as “ Ganfeng LiEnergy ”), plans to introduce a industry fund contributed capital by Nanchang Xinjian District platform company to increase capital of RMB500 million of cash in Nanchang Ganfeng LiEnergy Technology Co., Ltd. (南昌贛鋒 鋰電科技有限公司, referred to as “ Nanchang Ganfeng LiEnergy ” or “ Target Company ”) for the construction of new energy projects in Nanchang Ganfeng LiEnergy. Before the implementation of this capital increase and share expansion, Ganfeng LiEnergy held 100% equity in Nanchang Ganfeng LiEnergy. After the implementation of this capital increase and share expansion, Ganfeng LiEnergy will hold 16.67% equity in Nanchang Ganfeng LiEnergy. When the repurchase conditions related to this capital increase and share expansion are fulfilled, Ganfeng LiEnergy will repurchase the shares held by the industry fund in Nanchang Ganfeng LiEnergy, with the Company providing a guarantee for this repurchase. Ganfeng LiEnergy will provide a counter-guarantee to the Company.

The management of the Company is hereby authorized to handle relevant formalities and sign relevant legal documents on behalf of the Company subject to the amount proposed in the resolution.

2. Basic information on the target company

Company name: Nanchang Ganfeng LiEnergy Technology Co., Ltd. Unified social credit code: 91360122MAD1AXYA4P Address: Room 1005, No. 19 Huangxi Avenue, Economic Development Zone, Xinjian District, Nanchang City, Jiangxi Province Registered capital: RMB100 million Legal representative: Zhou Hainan (周海楠)

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LETTER FROM THE BOARD

Principal business:

energy storage technology services, new material technology research and development, new material technology promotion services, engineering and technology research and experimental development, technical services, technology development, technology consulting, technology exchange, technology transfer, technology promotion, industrial design services, battery manufacturing, capacitor and its supporting equipment manufacturing, specialized instrument manufacturing, battery sales, capacitor and its supporting equipment sales, import and export of goods

As at the Latest Practicable Date, Ganfeng LiEnergy holds 100% of the equity interest in Nanchang Ganfeng LiEnergy. Upon the completion of the introduction of an industry fund by Nanchang Ganfeng LiEnergy, the structure of equity interest is as follows:

No. Shareholders 1 Ganfeng LiEnergy 2 Industry Fund Total	Proportion of capital contribution (%) 16.67% 83.33% 100%	Number of shares held RMB100 million RMB500 million
		RMB600 million

The financial data of Nanchang Ganfeng LiEnergy for the year ended December 31, 2023 and for the nine months ended September 30, 2024 is indicated as follows:

Unit: RMB0’000

	As of	As of
Item	December 31, 2023	September 30, 2024
	(Audited)	(Unaudited)
Total assets	–	8,247.02
Total liabilities	–	60.83
Net assets	–	8,186.19

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LETTER FROM THE BOARD

		For the nine months
	For the year ended	ended September 30,
Item	December 31, 2023	2024
	(Audited)	(Unaudited)
Operating revenue	–	0
Total profit	–	-58.81

As of June 30, 2024, the gearing ratio of Nanchang Ganfeng LiEnergy was 0.74%.

Upon inquiry, Nanchang Ganfeng LiEnergy is not a dishonest person subject to enforcement.

3. Main contents of the capital increase agreement

(I) Subjects of the agreement

1. Party A: Industry Fund

2. Party B: Nanchang Ganfeng LiEnergy Technology Co., Ltd.

3. Party C: Ganfeng LiEnergy Technology Co., Ltd.

4. Party D: Ganfeng Lithium Group Co., Ltd.

(II) Capital increase program

1. Party A shall contribute capital of RMB500 million to the Party B for subscription of RMB500 million of registered capital of Target Company (actual amount determined based on the evaluation value), and shall be invested according to the provisions of this agreement. The shareholders’ meeting of Party B shall be held to pass the capital increase and share expansion plan.

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LETTER FROM THE BOARD

1. The equity structure of Party B before and after the capital increase is as follows:

		Before capital increase	Before capital increase	Before capital increase			After capital increase	After capital increase
			Proportion	Subscription			Capital
			of capital	of	registered		Contribution	Subscription of
No.	Shareholder		contribution		**capital **	Shareholders	Ratio	registered capital
1	Ganfeng		100%		RMB100	Ganfeng	16.67%	RMB100
		LiEnergy			million	LiEnergy		million
2	–		–		–	Industry Fund	83.33%	RMB500
								million
Total			100%		RMB100	Total	100%	RMB600
					million			million

1. Party A shall pay 50% of the investment within 7 days from the date of signing this agreement. After the delivery specified in this agreement is completed, Party A should complete the remaining investment obligations in one lump sum within 7 days.

2. Party B and Party C promise that the funds for this capital increase and share expansion will only be used for the construction and operation of the Ganfeng LiEnergy (Nanchang) lithium battery production base project in Nanchang New District. After the construction of the factory has reached a certain progress, in order to fully utilize the supporting role of the industry fund, it can be negotiated to use the funds for expenses outside the construction of the factory. The specific scope and amount of use will be separately negotiated by both parties according to the progress and results of the construction. All fees for supervision and testing delegated during the construction process will be included in the funds for the construction of the factory.

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LETTER FROM THE BOARD

(III) Buyback conditions and buyback arrangements

1. After the listing of the Target Company

If within six years from the completion of this capital increase and share expansion, Nanchang Ganfeng LiEnergy successfully lists on the main board (Shanghai Stock Exchange, Shenzhen Stock Exchange, or the Science and Technology Innovation Board) in China, Party A may choose to continue holding shares of the Target Company, or sell the shares on the secondary market and exit. After the Target Company is listed, Party A will no longer require Party C to fulfill the share repurchase obligations specified in this agreement. Party C also agrees to no longer repurchase the shares held by Party A in Party B.

1. Repurchase arrangement in case of failure to be listed

If after six years from the completion of this capital increase and share expansion, Nanchang Ganfeng LiEnergy fails to successfully list on the main board (Shanghai Stock Exchange, Shenzhen Stock Exchange, or the Science and Technology Innovation Board) in China, the conditions for exercising the share repurchase right will be fulfilled. Party A should transfer the shares to Party C for the agreed transfer price specified in this agreement, and Party C should accept the shares and pay the transfer price to Party A.

1. Transfer price (repurchase price) shall not exceed RMB500 million of the capital increase by Party A for the target company + 1% fixed income on the capital increase * (repurchase fulfillment date – capital increase and share expansion date).

2. Note: The listing of Nanchang Ganfeng LiEnergy on the main board in China is only a condition of such repurchase and does not represent that it has been already in preparation for the listing. Investors are advised to be aware of the investment risks.

(IV) Corporate governance structure after capital increase

1. For the positions and institutions that require adjustments as stipulated in this agreement, the personnel adjustments should be completed within 10 working days after the completion date of the completion (including the corresponding voting and election procedures). If there are special agreements regarding the deadline, those will be handled accordingly.

2. General matters will be valid if considered and passed at the shareholders’ meeting. Regarding the resolutions of the project for the construction and operation of the Nanchang Ganfeng LiEnergy production base in Nanchang New District by Party B, namely Nanchang Ganfeng, Party A has the right to be informed.

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LETTER FROM THE BOARD

1. The board of directors is the executive body of the shareholders’ meeting and is responsible to the shareholders. Among them, Party A has the right to nominate one director. The director’s term of office is three years and subject to re-election.

4. Purpose of the transaction and impact on the Company

This capital increase and share expansion is to expand the capital strength of the subsidiary in order to meet the capital needs of the subsidiary’s project investments, fully utilize the advantages of each investor in the lithium battery industry, promote the rapid development of Nanchang Ganfeng LiEnergy, and seize market opportunities to strengthen and expand the lithium battery business. It is also beneficial for improving the Company’s vertically integrated industrial chain layout. This capital increase and share expansion is expected to have a positive impact on the Company’s future financial situation and business performance, and there is no situation that would harm the interests of the Company and all shareholders.

VI. EGM

The EGM will be convened for the purpose of, among others, considering and, if thought fit, approving (i) the provision of guarantees to Minera Exar by the Company and its subsidiaries; (ii) proposed provision of financial assistance to a joint venture; (iii) proposed provision of additional external guarantees by the Company and its subsidiaries; (iv) proposed provision of guarantees to a controlled subsidiary; and (v) the capital increase and share expansion and the introduction of industry fund by Nanchang Ganfeng LiEnergy, a controlled subsidiary, involving guarantees.

The notice of the EGM is set out on pages 24 to 26 of this circular.

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).

The proposed resolutions regarding (i) the provision of guarantees to Minera Exar by the Company and its subsidiaries; (ii) proposed provision of financial assistance to a joint venture; (iii) proposed provision of additional external guarantees by the Company and its subsidiaries; (iv) proposed provision of guarantees to a controlled subsidiary; and (v) the capital increase and share expansion and the introduction of industry fund by Nanchang Ganfeng LiEnergy, a controlled subsidiary, involving guarantees are subject to the approval of the Shareholders by way of special resolution 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.

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LETTER FROM THE BOARD

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 Wednesday, November 20, 2024 to Monday, November 25, 2024 (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 Tuesday, November 19, 2024 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, November 19, 2024 for registration.

VII. RECOMMENDATION

The Directors are of the view that (i) the provision of guarantees to Minera Exar by the Company and its subsidiaries; (ii) proposed provision of financial assistance to a joint venture; (iii) proposed provision of additional external guarantees by the Company and its subsidiaries; (iv) proposed provision of guarantees to a controlled subsidiary; and (v) the capital increase and share expansion and the introduction of industry fund by Nanchang Ganfeng LiEnergy, a controlled subsidiary, involving guarantees 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 resolutions to be proposed at the EGM as set out in the notice of the EGM.

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

Chairman

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NOTICE OF THE EXTRAORDINARY GENERAL MEETING

==> picture [285 x 91] intentionally omitted <==

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

NOTICE OF THE EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that the extraordinary general meeting (the “ EGM ”) of Ganfeng Lithium Group 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, November 25, 2024 at 2:00 p.m. for the purpose of considering, and if thought fit, approving the following resolutions. Unless otherwise stated, the capitalized terms used herein shall have the same meanings as defined in the circular of the Company dated November 4, 2024 (the “ Circular ”), of which the notice convening the EGM shall form part.

SPECIAL RESOLUTIONS

1. The provision of guarantees to Minera Exar by the Company and its subsidiaries

2. Proposed provision of financial assistance to a joint venture

3. Proposed provision of additional external guarantees by the Company and its subsidiaries

4. Proposed provision of guarantees to a controlled subsidiary

5. The capital increase and share expansion and the introduction of industry fund by Nanchang Ganfeng LiEnergy, a controlled subsidiary, involving guarantees

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

Jiangxi, PRC November 4, 2024

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; Mr. YU Jianguo and Ms. LUO Rong as non-executive directors of the Company; and Mr. WANG Jinben, Mr. WONG Ho Kwan, Ms. XU Yixin and Mr. XU Guanghua as independent non-executive directors of the Company.

– 24 –

NOTICE OF THE EXTRAORDINARY GENERAL MEETING

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, November 20, 2024 to Monday, November 25, 2024 (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, November 19, 2024 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, November 19, 2024 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, November 15, 2024).

• (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, November 24, 2024, Hong Kong time) (or any adjournment thereof).

– 25 –

NOTICE OF THE EXTRAORDINARY GENERAL MEETING

• (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 authorized 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.

– 26 –