Ganfeng Lithium Group Co., Ltd. - Proxy Solicitation & Information Statement 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) PROVISION OF GUARANTEES TO A WHOLLY-OWNED SUBSIDIARY;

  - **(2) PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION;**

  - **(3)PROPOSED CHANGE OF REGISTERED CAPITAL OF THE COMPANY;**

  - **(4) PROPOSED DERIVATIVES TRADING WITH SELF-OWNED FUNDS;**

(5) PROPOSED OVERSEAS BONDS ISSUANCE BY CONTROLLED SUBSIDIARY;
(6) PROPOSED BY-ELECTION OF INDEPENDENT NON-EXECUTIVE DIRECTOR, NONEXECUTIVE DIRECTOR AND MEMBER OF COMMITTEES;

AND

(7) NOTICE OF THE EXTRAORDINARY GENERAL MEETING

A letter from the Board is set out on pages 1 to 16 of this circular.

The notice of the EGM is set out on pages 44 to 45 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 Tuesday, August 13, 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 Monday, August 12, 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.

July 24, 2024

Pages	Pages
DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	ii
LETTER FROM THE BOARD. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
INTRODUCTION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	2
I. PROVISION OF GUARANTEES TO A WHOLLY-OWNED SUBSIDIARY . . . . . . . . . . . .	2
II. PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION. . . . . . . . . . . . . . .	4
III. PROPOSED CHANGE OF REGISTERED CAPITAL OF THE COMPANY. . . . . . . . . . . .	4
IV. PROPOSED DERIVATIVES TRADING WITH SELF-OWNED FUNDS. . . . . . . . . . . . . . .	5
V. PROPOSED OVERSEAS BONDS ISSUANCE BY CONTROLLED SUBSIDIARY. . . . . . .	9
VI. PR OPOSED BY-ELECTION OF INDEPENDENT NON-EXECUTIVE DIRECTOR,
NON-EXECUTIVE DIRECTOR AND MEMBER OF COMMITTEES . . . . . . . . . . . . . .	12
VII. EGM. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	14
VIII. RECOMMENDATION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	16
APPENDIX I –– PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION. . . . .	17
APPENDIX II –– THE BIOGRAPHICAL DETAILS OF DIRECTORS PROPOSED. . . . . . . . .	43
NOTICE OF THE EXTRAORDINARY GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . . .	44

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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 Tuesday, August 13, 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” July 19, 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

“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.

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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

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

July 24, 2024

To the Shareholders

Dear Sir or Madam,

(1) PROVISION OF GUARANTEES TO A WHOLLY-OWNED SUBSIDIARY;

(2) PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION; (3)PROPOSED CHANGE OF REGISTERED CAPITAL OF THE COMPANY; (4) PROPOSED DERIVATIVES TRADING WITH SELF-OWNED FUNDS;

(5) PROPOSED OVERSEAS BONDS ISSUANCE BY CONTROLLED SUBSIDIARY; PROPOSED BY-ELECTION OF INDEPENDENT NON-EXECUTIVE DIRECTOR

(6) PROPOSED BY-ELECTION OF NON-EXECUTIVE DIRECTOR, NONEXECUTIVE DIRECTOR AND MEMBER OF COMMITTEES;

AND

(7) NOTICE OF THE EXTRAORDINARY GENERAL MEETING

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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) provision of guarantees to a wholly-owned subsidiary; (ii) proposed amendments to the Articles of Association; (iii) proposed change the registered capital of the Company; (iv) proposed derivatives trading with self-owned funds; (v) proposed overseas bonds issuance by controlled subsidiary; and (vi) proposed by-election of independent non-executive Director, non-executive Director and member of committees.

I. PROVISION OF GUARANTEES TO A WHOLLY-OWNED SUBSIDIARY

1. Overview of the Guarantees

The 79th meeting of the fifth session of the Board was held on June 7, 2024 at which the resolution in relation to the Provision of Guarantees to a Wholly-Owned Subsidiary 《關於對全資子公司提供擔保的議案》 was considered and approved. In order to obtain more highquality overseas lithium resources and promote the development and construction of the Company’s overseas upstream resource projects, the Company was approved to provide joint liability guarantees of USD700 million in total to GFL International Co., Limited (“ GFL International ”). guarantee is valid for 12 months from the date considering and approving the resolution by the Company’s general meeting.

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

2. Basic Information on the Guaranteed Party

(1) Basic Information on GFL International

Company name: GFL International Co., Limited Place of incorporation: Hong Kong Date of incorporation: March 29, 2011 Scope of business: Investment and trading (minerals, etc.) Number of certificate of 1580183 incorporation: Business registration number: 5814941200003117 Registered capital: USD2,642,693,200 and RMB50 million

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LETTER FROM THE BOARD

The Company holds 100% of the equity interests in GFL International as at the Latest Practicable Date.

(2) Below is the financial data of GFL International for the year and period indicated:

Unit: RMB

	As of	As of
Item	December 31, 2023	March 31, 2024
	(Audited)	(Unaudited)
Total assets	27,605,680,231.62	28,788,404,725.96
Total liabilities	556,155,110.62	1,048,263,173.87
Net assets	27,049,525,121.00	27,740,141,552.09
		For the three
	For the year ended	months ended
Item	December 31, 2023	March 31, 2024
	(Audited)	(Unaudited)
Operating revenue	10,554,666,146.35	1,403,704,538.68
Total profit	2,755,338,588.47	-113,296,682.20

As of March 31, 2024, the gearing ratio of GFL International was 3.64%.

(3) Upon inquiry, GFL International is not a dishonest person subject to enforcement.

3. Main contents of the guarantee agreement

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

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LETTER FROM THE BOARD

4. Opinions of the Board

The Board is of the opinion that the provision of guarantees to GFL International, a whollyowned subsidiary, is to provide financial guarantee for the acquisition of overseas highquality lithium resources and the promotion of the development and construction of the Company’s overseas lithium resources projects, 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 the Shareholders, in particular minority Shareholders. The decision-making procedures are legal and valid.

The provision of guarantees to a wholly-owned 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.

II. PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Reference is made to the announcement of the Company dated July 15, 2024 in relation to, among others, the proposed amendments to the Articles of Association.

The Board proposed to make certain amendments to the Articles of Association. The details of the amendments are set out in Appendix I to this circular. The Articles of Association and its amendments were prepared in Chinese without an official English version. As such, the English translation is for reference only. In case of any discrepancies, the Chinese version shall prevail.

The proposed amendments to the Articles of Association are 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 CHANGE OF REGISTERED CAPITAL OF THE COMPANY

The 75th meeting of the fifth session of the Board was held on March 28, 2024 at which the resolution in relation to the change of the registered capital of the Company and amendments to the Articles of Association 《關於變更公司註冊資本及修訂〈公司章程〉的議案》 was considered and approved. The registered capital of the Company increased to RMB2,017,167,779 （RMB1,613,593,699 for A Share and RMB403,574,080 for H Share) due to the exercise of 2021 share option incentive scheme of the Company and the bonus issue of A Shares and H Shares. The Board proposed to change the registered capital of the Company.

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LETTER FROM THE BOARD

The proposed change of registered capital of the Company 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.

IV. PROPOSED DERIVATIVES TRADING WITH SELF-OWNED FUNDS

Reference is made to the overseas regulatory announcement of the Company dated July 15, 2024 in relation to the proposed derivatives trading with self-owned funds.

With the evolving global layout of the Company, the Company’s offshore industrial investments are gradually increasing. The Group proposes to carry out derivatives trading appropriately to reduce the risks of market fluctuations relating to cross-border investments and offshore industrial investments and enhance financial stability. The instruments to be adopted are financial derivatives (including but not limited to options and forwards) with underlying assets including securities, indices, commodities, interest rates, etc., involving both offshore and over-the-counter contracts. During the effective period of the authorization, the related trading margin and premium shall not exceed RMB8 billion (or its equivalent in foreign currencies) and the maximum contract value held on each trading day shall not exceed RMB8 billion (or its equivalent in foreign currencies), which could be applied on a revolving basis within the same period.

1. Overview of the Proposed Derivatives Trading with Self-owned Funds

(1) Trading background and purpose

With the evolving global layout of the Company, the Company’s offshore industrial investments are gradually increasing. The Group proposes to carry out derivatives trading appropriately to reduce the risks of market fluctuations related to cross-border investments and offshore industrial investments and enhance financial stability. The 2022 annual general meeting of the Company held on June 29, 2023 approved the resolution on derivatives trading with self-owned funds. The Company plans to conduct derivative trading within a relevant limit of no more than RMB8 billion (or its equivalent in foreign currencies) within 12 months from the date of approval. As of the expiration of the authorization period, the Company has not used the above amount. In order to meet the Company’s demand for derivatives trading in 2024, the Company intends to request the general meeting to consider the relevant amount.

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LETTER FROM THE BOARD

(2) Trading size

The related trading margin and premium shall not exceed RMB8 billion (or its equivalent in foreign currencies) and the maximum contract value held on each trading day shall not exceed RMB8 billion (or its equivalent in foreign currencies) within twelve months from the date when the resolution is considered and approved at the general meeting of the Company (the “ effective period of the authorization ”), which could be applied on a revolving basis during the effective period of the authorization. The chairman of the Board or his authorized representative(s) shall be authorized to execute relevant contracts subject to the trading size. After the expiration of the authorization period, if the Company still has the need to carry out derivative investment, the Company will separately submit the relevant quota for review by the Board and the general meeting.

(3) Trading approach

The Company will conduct derivatives trading timely, appropriately and prudently on the premise that such actions will not affect its normal business operations. The instruments to be adopted are financial derivatives (including but not limited to options and forwards) with underlying assets including securities, indices, commodities, interest rates, etc. The trading approaches include but are not limited to utilizing derivatives portfolios such as collar position to protect the value of shares. The derivatives that the Company will trade involve both offshore and over-thecounter contracts to more effectively reduce the risks of market fluctuations relating to cross-border investments and offshore industrial investments. The counterparties to the Company’s derivatives trading will be limited to the financial institutions with prudent operations and sound credit ratings. The counterparties are expected to be independent third parties.

(4) Trading term

The term of a single trade is expected to be no more than four years. If the term of a single trade exceeds the effective period of the authorization, the effective period of the authorization will be automatically extended to the termination of that trade.

(5) Source of funds

The source of funds of the proposed derivatives trading will be the self-owned funds of the Company, and does not involve the use of raised funds or bank credit facilities.

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LETTER FROM THE BOARD

2. Risk Analysis and Risk Control Measures of the Proposed Derivatives Trading with Self-owned Funds

(1) Risk analysis

a. Market risks

The returns of derivatives are subject to various factors such as macroeconomic conditions, exchange rates, interest rates, stock prices, tax rates, volatility and time to maturity of the derivatives, and there is a certain extent of market risks.

b. Liquidity risks

There are risks of failure to complete the transactions due to insufficient market liquidity, or early termination of the transactions.

c. Operational risks

Derivatives trading is highly specialized and relatively complex, and therefore involves operational risks. Before trading, the personnel responsible for operations has fully understood the information on and operation steps of the derivatives product in order to minimize operational risks as much as possible.

d. Contract performance risks

Derivatives trading is subject to the risk of default due to the counterparties’ failure of performance at the expiration of the contracts. The counterparties to the Company’s derivatives trading are financial institutions with sound credit ratings and long-standing business relationships with the Company and their contract performance risk is relatively low.

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LETTER FROM THE BOARD

(2) Risk control measures

a. The Company has formulated Venture Capital Investment Management System (《風險投資管理制度》) and other investment-related decision-making mechanisms to govern the principle, scope, authority, internal review process, internal reporting procedure, oversight on capital utilization, responsible departments and person in charge as well as other aspects in relation to venture capital investments including derivatives, which guard against investment risks effectively. In addition, the Company will also enhance market analysis and research and implement the relevant internal management systems to strictly control risks.
b. The management of the Company shall obtain the approval of the chairman of the Board prior to actual implementation of derivatives trading. The Company will keep abreast of relevant policies and regulations domestically and overseas to closely follow the requirements thereunder when conducting derivatives trading to ensure the Group’s lawful trading operation. The Group shall enter into agreements with accurate and clearly defined terms to avoid possible legal disputes to the extent possible.
c. The department of the Company responsible for the actual implementation of derivatives trading is required to keep track of international market environment and price changes in a timely manner and make dynamic management. Where any risk factor likely to prejudice the capital security of the Company is identified in the evaluation, countermeasures will be carried out promptly so as to control investment risks.
d. The Company is staffed with specialist personnel with distinct responsibilities to conduct the derivatives trading in strict compliance within the scope of the authorization. A timely reporting system for abnormalities is also established to prevent operational risks to the utmost extent possible.
e. The audit department of the Company shall be responsible for supervising and inspecting the compliance of the decision-making, management and implementation of derivatives trading made by the Group, reviewing and providing opinions on the necessity of the derivatives trading based on the analysis of the operation status and fulfillment of plans of the Group, and providing information on profit and loss analysis and risk analysis in a timely manner in accordance with the management’s requirements.

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LETTER FROM THE BOARD

3. Accounting Treatment for the Proposed Derivatives Trading with Self-owned Funds

The Company will, based on the actual conditions of the derivatives trading business, account and present the derivatives trading in accordance with the Accounting Standards for Business Enterprises No.22 – Recognition and Measurement of Financial Instruments, the Accounting Standards for Business Enterprises No.37 – Presentation of Financial Instruments, the Accounting Standards for Business Enterprises No. 39 – Fair Value Measurement, and their guidelines promulgated by the Ministry of Finance of the PRC.

4. Implications under the Listing Rules

The aforesaid resolution is proposed to seek the Shareholders’ authorization for the Board to carry out the derivatives trading with self-owned funds subject to the conditions set out hereinabove and no legally binding agreements have been entered into as of the Latest Practicable Date. If any derivatives trading transaction would constitute a notifiable transaction and/or connected transaction of the Company under Chapter 14 and/or Chapter 14A of the Listing Rules, the Company will comply with the relevant requirements under Chapter 14 and/or Chapter 14A of the Listing Rules as and when appropriate.

The aforesaid resolution has been reviewed and approved by the Board on July 15, 2024, and is now proposed at the EGM for review and approval as a special resolution.

V. PROPOSED OVERSEAS BONDS ISSUANCE BY CONTROLLED SUBSIDIARY

The Company convened the 81st meeting of the fifth session of the Board on July 15, 2024, and considered and approved the resolution in relation to the Overseas Bonds Issuance by a Controlled Subsidiary. In order to meet the needs of the Company’s controlled subsidiary Minera Exar S.A. (“ Minera Exar ”) for overseas business development, further broaden its overseas financing channels and enhance the flexibility of fund utilization, after taking into account the prevailing conditions of the overseas bonds market, it was agreed that Minera Exar as the issuer to issue

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LETTER FROM THE BOARD

bonds of not more than US$200 million or other equivalent currencies outside the PRC (the “ Bonds Issuance ”), and authorize the Board and its authorized persons to deal with the matters relating to the Bonds Issuance at their absolute discretion. The above matters are still required to be submitted to the general meeting of the Company for consideration. The matters relating to the Bonds Issuance are set out below:

1. Issuance Proposal for the Bonds Issuance

(1) Issuer: Minera Exar
(2) Type of Issuance: overseas corporate bonds
(3) Size of issuance: the issuance amount of the overseas bonds in aggregate will not exceed US$200 million or other equivalent currencies, which may be issued in one or more tranches during the validity period of the authorization, and the specific number of tranches and the issuance amount of each tranche will be proposed to the general meeting for authorizing the Board or its authorized persons to determine within the aforesaid total amount according to the market conditions and the capital needs of the Company
(4) Term of the bonds: not more than 5 years, with the specific term to be proposed to the general meeting for authorising the Board or its authorizing persons to determine according to the market conditions at the time of the issuance and the capital needs of the Company
(5) Interest rate of issuance: to be determined in accordance with market conditions at the time of the issuance
(6) Method of issuance and targets of issuance: open to the public
(7) Use of Proceeds: provide working capital for the Cauchari-Olaroz lithium salt lake project
(8) Validity period for the resolution: the validity period of the resolution in relation to the Bonds Issuance to be passed at the general meeting shall be 24 months from the date of consideration and approval at the general meeting of the Company.

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LETTER FROM THE BOARD

2. Matters Concerning the Relevant Mandate Relating to the Bonds Issuance

In order to ensure the smooth implementation of the Bonds Issuance, the board of directors would like to request the general meeting to authorize the board of directors of the Company and the board of directors to authorize the chairman of the board of directors or an authorized person to, within the scope permitted by the relevant laws and regulations and within the framework and under the principles of the issuance plan considered and approved at the general meeting, implement all the matters relating to the Bonds Issuance depending on the actual circumstances of the Company based on the principle of safeguarding the interests of the Company to the largest extent possible, including but not limited to:

(1) To determine the specific terms, conditions and other matters of the Bonds Issuance in accordance with national laws, regulations, the relevant provisions of the regulatory authorities and the resolutions of the general meeting of the Company, including but not limited to determining the scale of the issuance (whether or not to be issued in tranches, the number of tranches and the amount thereof), the maturity period and interest rate, the manner of the issuance, the timing of the issuance, the termination of the issuance, the arrangement for rating, the arrangement for guarantee, the use of the proceeds raised, and the arrangement and application for listing, and all other matters relating to the issuance;
(2) To take all necessary and incidental actions and steps in relation to the Bonds Issuance, including but not limited to engaging intermediaries, applying on behalf of the Company to the relevant governmental departments and/or regulatory authorities for the approval, registration, filing and other procedures relating to the Bonds Issuance, signing, amending and executing all the necessary legal documents relating to the Bonds Issuance, selecting the trustee for the Bonds Issuance, formulating the rules for the bondholders’ meeting, handling the information disclosure matters relating to the Bonds Issuance in accordance with applicable laws and regulations and the requirements of the regulatory authorities and dealing with other matters relating to the Bonds Issuance and the trading of the bonds;
(3) In the event of changes in regulatory policies or market conditions, except for matters involving relevant laws, regulations and the Articles of Association of the Company which must be voted on at the general meeting of the Company, corresponding adjustments may be made to the Bonds Issuance plan and other relevant matters in a timely manner in accordance with the views of the regulatory authorities or in response to the changes in market conditions, or a decision may be made on whether or not to proceed with the issuance depending on the actual situation within the scope of the authorization of the general meeting;
(4) To handle any other specific matters relating to the Bonds Issuance and to sign all relevant or required documents;

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LETTER FROM THE BOARD

(5) To authorize the chairman of the board of directors and his/her authorized persons to approve, sign and publish relevant documents, announcements and circulars and make relevant information disclosures in accordance with the applicable regulatory rules of the place where the Company is listed;
(6) The mandate relating to the Bonds Issuance shall be valid for a period of 24 months from the date of approval at the general meeting.

3. Implications under the Listing Rules

The aforesaid resolution is proposed to seek the Shareholders’ authorization for the Board to carry out the Bond Issuance subject to the conditions set out hereinabove and no legally binding agreements have been entered into as of the Latest Practicable Date. If the Bond Issuance would constitute a notifiable transaction and/or connected transaction of the Company under Chapter 14 and/or Chapter 14A of the Listing Rules, the Company will comply with the relevant requirements under Chapter 14 and/or Chapter 14A of the Listing Rules as and when appropriate.

VI. PROPOSED BY-ELECTION OF INDEPENDENT NON-EXECUTIVE DIRECTOR, NONEXECUTIVE DIRECTOR AND MEMBER OF COMMITTEES

1. Proposed by-election of independent non-executive Director and member of committees

Reference is made to the announcement of the Company dated June 7, 2024.

On June 7, 2024, the Board announces that Ms. Wong Sze Wing (“ Ms. Wong ”) will retire as an independent non-executive Director, the chairman of the audit committee of the Board (the “ Audit Committee ”) and the member of the sustainable development committee of the Board (the “ Sustainable Development Committee ”) of the Company with effect from the date of expiration of Ms. Wong’s term of office and the date of election of new independent non-executive Director at the general meeting due to the expiration of her term of office.

In contemplation of Ms. Wong’s retirement as the independent non-executive Director, the chairperson of the Audit Committee and a member of the Sustainable Development Committee, the Board has agreed to nominate Mr. Wong Ho Kwan (“ Mr. Wong ”) as a candidate for independent non-executive Director, the chairman of the Audit Committee and the member of the Sustainable Development Committee. The term of office of Mr. Wong will be effective from the date of his election at the general meeting and the date of expiration of Ms. Wong’s term of office, and the same as that of the fifth session of the Board of the Company (except for re-election). The appointment of Mr. Wong as an independent nonexecutive Director, the chairperson of the Audit Committee and a member of the Sustainable Development Committee is subject to consideration and approval at the general meeting of

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LETTER FROM THE BOARD

the Company. The Company will enter into a service agreement with Mr. Wong upon the approval of his appointment at the general meeting of the Company. His emoluments are determined by reference to job responsibilities and prevailing market conditions. The Board proposes to fix Mr. Wong’s annual director’s emolument at RMB180,100.

Save as disclosed in this circular, Mr. Wong did not hold any directorship in any other listed companies in the past three years. Mr. Wong does not take up any post in any member of the Group, nor have any relationship with any other director, supervisor, senior management, substantial shareholder or controlling shareholder of the Company. Furthermore, Mr. Wong does not have any shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance of Hong Kong (Chapter 571 of the laws of Hong Kong).

Save as disclosed above, there is no other information relating to the proposed appointment of Mr. Wong that shall be disclosed pursuant to Rule 13.51(2) (h) to (v) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited nor any other matter which needs to be brought to the attention of the Shareholders. The biographical details of Mr. Wong are set out in Appendix II to this circular.

2. Proposed by-election of non-executive Director and member of committees

Reference is made to the announcement of the Company dated July 15, 2024.

On July 15, 2024, the Board announces that Ms. Yang Juan (“ Ms. Yang ”) has resigned as a non-executive Director, a member of the remuneration committee of the Board (the “ Remuneration Committee ”) and a member of the strategy committee of the Board (the “ Strategy Committee ”) of the Company with effect from July 15, 2024 as she would like to devote more time to her personal development.

In contemplation of Ms. Yang’s retirement as a non-executive Director, a member of the Remuneration Committee and a member of the Strategy Committee, the Board further announces that the Board has agreed to nominate Ms. Luo Rong (“ Ms. Luo ”) as a candidate for non-executive Director, a member of the Remuneration Committee and a member of the Strategy Committee. The terms of office of Ms. Luo will be effective from the date of her election at the general meeting, and the same as that of the fifth session of the Board of the Company (except for re-election). The appointment of Ms. Luo as a non-executive Director, a member of the Remuneration Committee and a member of the Strategy Committee is subject to consideration and approval at the general meeting of the Company. The Company will enter into a service agreement with Ms. Luo upon the approval of her appointment at the general meeting of the Company. Her emolument is determined by reference to job responsibilities and prevailing market conditions. The Board proposes to fix Ms. Luo’s annual director’s emolument at RMB80,000.

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LETTER FROM THE BOARD

Save as disclosed in this circular, Ms. Luo did not hold any directorship in any other listed companies in the past three years. Ms. Luo does not take up any post in any member of the Group, nor have any relationship with any other director, supervisor, senior management, substantial shareholder or controlling shareholder of the Company. Furthermore, Ms. Luo does not have any shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance of Hong Kong (Chapter 571 of the laws of Hong Kong).

Save as disclosed above, there is no other information relating to the proposed appointment of Ms. Luo that shall be disclosed pursuant to Rule 13.51(2) (h) to (v) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited nor any other matter which needs to be brought to the attention of the Shareholders. The biographical details of Ms. Luo are set out in Appendix II to this circular.

VII. EGM

The EGM will be convened for the purpose of, among others, considering and, if thought fit, approving (i) provision of guarantees to a wholly-owned subsidiary; (ii) proposed amendments to the Articles of Association; (iii) proposed change of registered capital of the Company; (iv) proposed derivatives trading with self-owned funds; (v) proposed overseas bonds issuance by controlled subsidiary; and (vi) proposed by-election of independent non-executive director, nonexecutive Director and member of committees.

The notice of the EGM is set out on pages 44 to 45 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) provision of guarantees to a wholly-owned subsidiary; (ii) proposed amendments to the Articles of Association; (iii) proposed change of registered capital of the Company; (iv) proposed derivatives trading with self-owned funds; and (v) proposed overseas bonds issuance by controlled subsidiary 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

The proposed resolution regarding (vi) proposed by-election of independent non-executive director, non-executive director and member of committees is subject to the approval of the Shareholders by way of ordinary resolutions 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.

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 Thursday, August 8, 2024 to Tuesday, August 13, 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, August 13, 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 Wednesday, August 7, 2024 for registration.

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LETTER FROM THE BOARD

VIII. RECOMMENDATION

The Directors are of the view that (i) provision of guarantees to a wholly-owned subsidiary; (ii) proposed amendments to the Articles of Association; (iii) proposed change of registered capital of the Company; (iv) proposed derivatives trading with self-owned funds; (v) proposed overseas bonds issuance by controlled subsidiary; and (vi) proposed by-election of independent non-executive director, non-executive director and member of committees 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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