Ganfeng Lithium Group Co., Ltd. — Proxy Solicitation & Information Statement 2025

Apr 3, 2025

穗锋锾业
GanfengLithium
Ganfeng Lithium Group Co., Ltd.
江西赣鋒锂業集團股份有限公司
(A joint stock company incorporated in the People's Republic of China with limited liability)
(Stock Code: 1772)

PROXY FORM FOR EXTRAORDINARY GENERAL MEETING

I/We, ________ (Note 1)
of ________ (Note 1)
being the registered holder(s) of ________ (Note 2) H shares (“Shares”) of Ganfeng Lithium Group Co., Ltd. (the “Company”), hereby appoint the Chairperson of the captioned meeting of the Company (the “Meeting”), or
________ (Note 3)
as my/our proxy to attend and act for me/us at the Meeting to be held on Monday, April 28, 2025 at 2 p.m. at the Company’s conference room at 4th Floor, R&D Building at the Company’s Headquarter, Longteng Road, Economic Development Zone, Xinyu, Jiangxi Province, the People’s Republic of China or any adjournment thereof and to vote for me/us at the Meeting or any adjournment thereof in respect of the resolutions as indicated hereinafter, or if no such indication is given, as my/our proxy thinks fit.

ORDINARY RESOLUTIONS*		For (Note 4)	Against (Note 4)	Abstention (Note 4)
1.	Election of the board of directors – election of non-independent directors	Cumulative Voting (note 10)
(Please insert the number of votes for 1.1 to 1.6 below)
1.1.	Election of Mr. Li Liangbin as an executive director of the sixth session of the Board
1.2.	Election of Mr. Wang Xiaoshen as an executive director of the sixth session of the Board
1.3.	Election of Ms. Huang Ting as an executive director of the sixth session of the Board
1.4.	Election of Mr. Shen Haibo as an executive director of the sixth session of the Board
1.5.	Election of Mr. Li Chenglin as an executive director of the sixth session of the Board
1.6.	Election of Ms. Luo Rong as a non-executive director of the sixth session of the Board
2.	Election of the board of directors – election of independent directors	Cumulative Voting (note 10)
(Please insert the number of votes for 2.1 to 2.4 below)
2.1.	Election of Mr. Wang Jinben as an independent non-executive director of the sixth session of the Board
2.2.	Election of Mr. Wong Ho Kwan as an independent non-executive director of the sixth session of the Board
2.3.	Election of Ms. Xu Yixin as an independent non-executive director of the sixth session of the Board
2.4.	Election of Mr. Xu Guanghua as an independent non-executive director of the sixth session of the Board
3.	Election of the board of supervisors	Cumulative Voting (note 10)
(Please insert the number of votes for 3.1 to 3.2 below)
3.1	Election of Mr. Zou Jian as a supervisor of the sixth session of the board of supervisors
3.2	Election of Mr. Guo Huaping as a supervisor of the sixth session of the board of supervisors
SPECIAL RESOLUTION		For (Note 4)	Against (Note 4)	Abstention (Note 4)
1.	Proposed provision of guarantees to a controlled subsidiary by the Company

• Full text of the resolutions is set out in the notice of the Meeting dated April 3, 2025.

Date: _______

Shareholder’s signature (Note 5): _______

---

Notes:

Attention: Before you appoint persons as your proxy to attend the Meeting, please read the circular of the Company dated April 4, 2025.

1. Please insert your full name and address in BLOCK CAPITALS.
2. Please insert the number of Shares registered in your name and to which this Proxy Form relates. If no such number is inserted, this Proxy Form will be deemed to relate to all the Shares registered in your name.
3. If any proxy other than the Chairperson of the Meeting is appointed, cross out "the Chairperson of the captioned meeting of the Company (the "Meeting")," or, and insert the name and address of the proxy desired in the space provided. Shareholders who are entitled to attend and vote at the Meeting have the power to appoint one or more proxies to attend and vote at the Meeting. The proxy appointed need not be a shareholder of the Company ("Shareholder"). Any alteration made to this Proxy Form must be signed by the person who originally executed this Proxy Form.
4. In respect of the resolutions 1.1 to 1.6, 2.1 to 2.4 and 3.1 to 3.2 related to the election of Directors and Supervisors, cumulative voting system shall be adopted. For each group of resolution related to the election, each Shareholder is entitled to a number of votes equal to the total number of resolutions under such group of resolution for every share held by such shareholder.

The total number of votes to which each Shareholder is entitled for the re-election of non-independent Directors equals to the number of shares held by such Shareholder times 6. A Shareholder can split his votes equally or in any other proportion he desires among the six non-independent Director candidates, provided that the total number of votes shall not exceed the number of shares held by such Shareholder times 6.

The total number of votes to which each Shareholder is entitled for the election of independent non-executive Directors equals to the number of shares held by such Shareholder times 4. A Shareholder can split his votes equally or in any other proportion he desires among the four independent non-executive Director candidates, provided that the total number of votes shall not exceed the number of shares held by such Shareholder times 4.

The total number of votes to which each Shareholder is entitled for the re-election of Supervisors equals to the number of shares held by such shareholder times 2. A Shareholder can split his votes equally or in any other proportion he desires among the two Supervisor candidates, provided that the total number of votes shall not exceed the number of shares held by such shareholder times 2.

No ballot will be cast "For", "Against" and "Abstain" in cumulative voting. You are requested to fill in the corresponding number of votes in the "Cumulative Voting" column against the name of each candidate. The lowest votes will be nil and the highest will be the maximum number of votes under each group of resolution, and does not need to be the integral multiples of the number of shares held by you. If you mark "✓" in the blank against the name of each candidate, you will be deemed to cast your total number of votes equally amongst the corresponding candidates.

Where the votes cast for a particular candidate for director or supervisor of the Company are more than half of the total number of shares held by all Shareholders attending (before cumulation), such candidate shall be re-elected as a director or supervisor of the Company.

1. This Proxy Form must be signed by you or your attorney duly authorised in writing. Corporations must execute this Proxy Form under common seal or under the hand of any director or attorney duly authorised. If this Proxy form is signed by your attorney duly authorised in writing, the power of attorney or other documents of authorisation (if any) must be notarized.
2. In case of joint holders of any Share, any one of such joint holders may vote at the Meeting, either personally or by proxy, in respect of such Shares as if he/she/ it is solely entitled thereto. However, if more than one of such joint holders are present at the Meeting, personally or by proxy, the vote of the joint holder whose name stands first in the register of members and who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of other joint holder(s).
3. In order to be valid, this Proxy Form together with any power of attorney or other documents of authorisation (if any) under which it is signed or a notarised copy thereof must be delivered or mailed to Computershare Hong Kong Investor Services Limited, the Company's H share registrar, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong not less than 24 hours before the holding of the Meeting. Completion and return of the Proxy Form will not preclude you from attending and voting in person at the Meeting should you so wish, but in such event the instrument appointing a proxy shall be deemed to be revoked.
4. Any resolution at the Meeting will be taken by poll. On a poll, every member present in person or by proxy shall be entitled to one vote for each share of the Company registered in his name. The result of such poll shall be deemed to be the resolution of the Meeting at which the poll was so taken.
5. All references to date and time herein refer to Hong Kong date and time.
6. In respect of the resolutions 1.1 to 1.6, 2.1 to 2.4 and 3.1 to 3.2 related to the election of Directors and Supervisors, cumulative voting system shall be adopted. For each group of resolution related to the election, each Shareholder is entitled to a number of votes equal to the total number of resolutions under such group of resolution for every share held by such shareholder.

The total number of votes to which each Shareholder is entitled for the re-election of non-independent Directors equals to the number of shares held by such Shareholder times 6. A Shareholder can split his votes equally or in any other proportion he desires among the six non-independent Director candidates, provided that the total number of votes shall not exceed the number of shares held by such Shareholder times 6.

The total number of votes to which each Shareholder is entitled for the election of independent non-executive Directors equals to the number of shares held by such Shareholder times 4. A Shareholder can split his votes equally or in any other proportion he desires among the four independent non-executive Director candidates, provided that the total number of votes shall not exceed the number of shares held by such Shareholder times 4.

The total number of votes to which each Shareholder is entitled for the re-election of Supervisors equals to the number of shares held by such Shareholder times 2. A Shareholder can split his votes equally or in any other proportion he desires among the two Supervisor candidates, provided that the total number of votes shall not exceed the number of shares held by such Shareholder times 2.

No ballot will be cast "For", "Against" and "Abstain" in cumulative voting. You are requested to fill in the corresponding number of votes in the "Cumulative Voting" column against the name of each candidate. The lowest votes will be nil and the highest will be the maximum number of votes under each group of resolution, and does not need to be the integral multiples of the number of shares held by you. If you mark "✓" in the blank against the name of each candidate, you will be deemed to cast your total number of votes equally amongst the corresponding candidates.

Where the votes cast for a particular candidate for director or supervisor of the Company are more than half of the total number of shares held by all Shareholders attending (before cumulation), such candidate shall be re-elected as a director or supervisor of the Company.