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Ganfeng Lithium Group Co., Ltd. — Proxy Solicitation & Information Statement 2025
Apr 3, 2025
50157_rns_2025-04-03_b988f686-6860-46c9-805c-5698f3887b0e.pdf
Proxy Solicitation & Information Statement
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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.
穗锋锾业
Ganfeng Lithium
Ganfeng Lithium Group Co., Ltd.
江西赣鋒鋰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)
(1) ELECTION OF THE BOARD OF DIRECTORS;
(2) ELECTION OF THE BOARD OF SUPERVISORS;
(3) PROPOSED PROVISION OF GUARANTEES TO A CONTROLLED SUBSIDIARY BY THE COMPANY
AND
(4) NOTICE OF THE EXTRAORDINARY GENERAL MEETING
A letter from the Board is set out on pages 1 to 9 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 Headquarters, Longteng Road, Economic Development Zone, Xinyu, Jiangxi Province, PRC on Monday, April 28, 2025 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, April 27, 2025 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.
April 3, 2025
CONTENTS
Page
DEFINITIONS. ... ii
LETTER FROM THE BOARD ... 1
INTRODUCTION
I. ELECTION OF THE BOARD OF DIRECTORS ... 2
II. ELECTION OF THE BOARD OF SUPERVISORS ... 3
III. PROPOSED PROVISION OF GUARANTEES TO A CONTROLLED SUBSIDIARY BY THE COMPANY ... 4
IV. EGM ... 7
V. RECOMMENDATION ... 9
APPENDIX I – DETAILS OF DIRECTORS AND SUPERVISORS ... 10
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 People’s Republic of China, as amended from time to time
“Connected person(s)”
has the meaning ascribed thereto under the 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, April 28, 2025 at the Conference Room, 4th Floor, R&D Building at the Company’s Headquarters, 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
“Latest Practicable Date”
March 31, 2025, being the latest practicable date prior to the printing of this circular for ascertaining certain information in this circular
- ii -
DEFINITIONS
"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
穗祿理业
Ganfeng Lithium
Ganfeng Lithium Group Co., Ltd.
江西赣鋒鋰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)
Executive Directors:
Mr. LI Liangbin (Chairman)
Mr. WANG Xiaoshen
Ms. DENG Zhaonan
Mr. SHEN Haibo
Registered Office:
Longteng Road
Economic Development Zone
Xinyu
Jiangxi Province, PRC
Non-executive Directors:
Mr. YU Jianguo
Ms. LUO Rong
Principal Place of Business in Hong Kong:
40/F, Dah Sing Financial Centre
248 Queen's Road East
Wanchai
Hong Kong
Independent non-executive Directors:
Mr. WANG Jinben
Mr. WONG Ho Kwan
Ms. XU Yixin
Mr. XU Guanghua
April 3, 2025
To the Shareholders
Dear Sir or Madam,
(1) ELECTION OF THE BOARD OF DIRECTORS;
(2) ELECTION OF THE BOARD OF SUPERVISORS;
(3) PROPOSED PROVISION OF GUARANTEES TO A CONTROLLED
SUBSIDIARY BY THE COMPANY; AND
(4) NOTICE OF THE EXTRAORDINARY GENERAL MEETING
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) election of the board of Directors; (ii) election of the board of supervisors; and (iii) proposed provision of guarantees to a controlled subsidiary by the Company.
I. ELECTION OF THE BOARD OF DIRECTORS
In view of the expiration of the term of office of the fifth session of the Board, according to the Company Law, the Articles of Association and other relevant provisions, the nomination committee of the Board nominated the candidates for Directors of the sixth session of the Board as follows:
Nominate Mr. LI Liangbin, Mr. WANG Xiaoshen, Ms. HUANG Ting, Mr. SHEN Haibo and Mr. LI Chenglin as candidates for executive Directors of the sixth session of the Board;
Nominate Ms. LUO Rong as candidate for non-executive Directors of the sixth session of the Board;
Nominate Mr. WANG Jinben, Mr. WONG Ho Kwan, Ms. Xu Yixin and Mr. Xu Guanghua as candidates for independent non-executive Directors of the sixth session of the Board.
The total number of Directors who concurrently serve as senior management of the Company and Directors served by employee representatives shall not exceed one-half of the total number of Directors. By examining the personal profile and work performance of the above-mentioned ten candidates for Directors, the Board has not found any of the circumstances stipulated in Article 146 of the Company Law, and has not found any person who is identified by the CSRC as being prohibited from accessing the securities market. The above-mentioned candidates are qualified to serve as Directors and meet the requirements for appointment as Directors. Among which, the four candidates for independent non-executive Directors all have the independence required by the "Guidance on the Establishment of an Independent Director System in Listed Companies" issued by the CSRC and the relevant requirements, and candidates for independent Directors shall be proposed to the EGM of the Company for election after reviewed by SZSE with no objection. The Directors of the sixth session of the Board of the Company shall be elected by cumulative voting at the EGM, and the voting of independent non-executive Directors and other Directors shall be conducted separately. Prior to the new session of the Board elected at the EGM, the current Board will continue to perform its duties until new Board members are elected.
Accordingly, Ms. DENG Zhaonan and Mr. YU Jianguo shall retire respectively as a executive Director and non-executive Director at the EGM and has indicated that they will not offer themselves for re-election at the EGM as they intend to pursue other personal affairs.
LETTER FROM THE BOARD
The resolutions are subject to the consideration and approval at the EGM by way of ordinary resolutions.
The biographical details of candidates nominated as Directors at the EGM are set out in Appendix I to this circular.
II. ELECTION OF THE BOARD OF SUPERVISORS
In view of the expiration of the term of office of the fifth session of the board of supervisors of the Company, according to the Company Law, the Articles of Association and other relevant provisions, it was approved to nominate the candidates for supervisors of the sixth session of the board of supervisors as follows:
Nominate Mr. Zou Jian and Mr. Guo Huaping as candidates for non-employee representative supervisors of the sixth session of the board of supervisors of the Company and nominate Mr. Huang Hua’an (黄華安) as a candidate for employee representative supervisor.
Among the candidates for supervisors nominated, the number of supervisors that held directorships or senior management positions within the Company during the last two years does not exceed one half of the total number of supervisors of the Company, and the number of supervisors that were solely nominated by Shareholders does not exceed one half of the total number of supervisors of the Company.
The resolutions are subject to the consideration and approval at the EGM by way of ordinary resolutions.
The biographical details of candidates nominated as supervisors at the EGM are set out in Appendix I to this circular.
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LETTER FROM THE BOARD
III. PROPOSED PROVISION OF GUARANTEES TO A CONTROLLED SUBSIDIARY BY THE COMPANY
1. Overview of the Guarantees
The 90th meeting of the fifth session of the Board was held on March 12, 2025 at which the resolution in relation to the proposed provision of guarantees to a controlled subsidiary by the Company《關於公司為控股子公司提供擔保的議案》was considered and approved, Shenzhen Yichu Energy Technology Co., Ltd. (“Shenzhen Yichu”), a controlled subsidiary of the Company and Shenzhen Yichu’s controlled subsidiaries was approved to apply for a loan from a third-party institution. A total of no more than RMB3 billion will be guaranteed by way of guarantees provided by 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
| No. | Guarantor | Guarantee | Relationship with the Company | Gearing ratio of the guaranteed party in the most recent period | Balance of guarantee as of 31 December 2024 | Guarantee amount | 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 |
|---|---|---|---|---|---|---|---|---|---|
| 1 | The Company | Shenzhen Yichu Energy Technology Co., Ltd. and its controlled subsidies | Controlled subsidiaries whose financial results are consolidated in the Company’s consolidated financial statements | 60.89% | 32,000^{1} | 300,000 | 6.38% | 12 months from the date of considering and approving the resolution by the Company’s EGM | No |
Note: The Company originally provided a guarantee of RMB1.5 billion to Shenzhen Yichu. Due to the development needs of its subsidiaries, the unused guarantee amount of RMB3.2 billion of Shenzhen Yichu has been transferred to its wholly-owned subsidiary Ningxia Xianneng Energy Technology Co., Ltd.
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: A2-803, Building A, Kexing Science Park, No. 15 Keyuan Road, Science Park Community, Yuehai Street, Nanshan District, Shenzhen
Registered capital: RMB601.3 million
Date of establishment: May 16, 2024
Legal representative: Shi Jiao (石毅)
Principal business: 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. power generation business, transmission business, power supply (distribution) business
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LETTER FROM THE BOARD
As at the Latest Practicable Date, the Company holds 74.8379% of the equity interest in Shenzhen Yichu Energy Technology Co., Ltd.
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
| As of September 30, | |
|---|---|
| Item | 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 was 60.89%.
Description of the affiliated relationship: the Company holds 74.8379% equity in Shenzhen Yichu, and certain of directors and senior management of the Company have participated in the capital increase and become shareholders of Shenzhen Yichu. Save as disclosed above, Shenzhen Yichu is not related to the Company and its de facto controllers, Directors, supervisors and senior management.
Upon inquiry, Shenzhen Yichu is not a dishonest person subject to enforcement and is in good credit standing.
As at the date of this announcement, the ownership of the equity interest of Shenzhen Yichu is clear, and there are no mortgages, pledges or third-party rights, it is not subject to judicial measures such as seizure and suspension, and it is not subject to litigation or arbitration relating to disputes over the ownership of mining rights.
LETTER FROM THE BOARD
3. Main content of the guarantee agreement
The guarantee agreement has not been signed yet. The specific content such as the guarantee amount, guarantee term and guarantee form shall be subject to the agreement signed with the third-party institution.
4. Opinions of the Board
The purpose of this guarantee is to provide financial support for the sustained and stable development of the Company’s energy storage industry projects, 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.
As the controlled shareholder of Shenzhen Yichu, the Company has the actual operational and management rights of Shenzhen Yichu, it enables the Company to know the operation and management information of Shenzhen Yichu in a comprehensive and timely manner, and has control over major decision-making and daily operational management. The guaranteed party is in good credit standing, and the guarantee risk is controllable, without any prejudice to interests of the Company and all the Shareholders, in particular minority Shareholders. The decision making procedures are legal and valid.
The proposed provision of guarantees to the controlled subsidiary by 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. EGM
The EGM will be convened for the purpose of, among others, considering and, if thought fit, approving (i) the election of the board of directors; (ii) the election of the board of supervisors; and (iii) the proposed provision of guarantees to a controlled subsidiary by the Company.
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).
LETTER FROM THE BOARD
The proposed resolutions regarding (i) the election of the Board of directors; and (ii) the election of the board of supervisors are subject to the approval of the Shareholders by way of ordinary resolution at the EGM pursuant to the Articles of Association, which must be passed by more than half of the total number of shares with valid voting rights held by Shareholders attending the meeting.
The proposed resolution regarding (i) the proposed provision of guarantees to a controlled subsidiary by the Company is subject to the approval of the Shareholders by way of special resolutions at the EGM pursuant to the Articles of Association, which must be passed by more than two-thirds of the total number of shares with valid voting rights held by Shareholders attending the meeting.
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, April 23, 2025 to Monday, April 28, 2025 (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, April 22, 2025 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, April 22, 2025 for registration.
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LETTER FROM THE BOARD
V. RECOMMENDATION
The Directors are of the view that (i) the election of the board of directors; (ii) the election of the board of supervisors; and (iii) the proposed provision of guarantees to a controlled subsidiary by the Company are in the interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend the Shareholders to vote in favor 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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APPENDIX I
DETAILS OF DIRECTORS AND SUPERVISORS
Biographical details of candidates for Directors and supervisors nominated at the EGM are set out as follows:
Executive Directors
Mr. Li Liangbin (李良彬), aged 57, holds a master's degree in business administration from Renmin University of China. He was appointed as the Chairman of the first session of Board and our Director on 6 December 6 2007. He was appointed as the Chairman, executive Director of the second, third and fourth sessions of the Board and the President of the Company (the "President") from 27 December 2010, and the Chairman and executive Director of the fifth session of the Board and the President on 24 March 2020. On 3 February 2023, Mr. Li Liangbin resigned voluntarily as the President. Mr. Li Liangbin is our largest Shareholder and founder. He is primarily responsible for the overall management of our Company's business strategies and operations. Mr. Li Liangbin has almost 30 years of experience in the lithium industry. He currently serves as a director in a number of companies in which our Company has equity interests, including certain subsidiaries of our Company. Mr. Li Liangbin has been serving as the vice president of the China Nonferrous Metal Industry Association, Lithium Branch (中國有色金屬工業協會經業分會). He was selected into the first batch of leading entrepreneurial talents in the Ganpo Talents 555 Project (贛鄰英才555工程), and the National Ten Million Talents (國家百千萬人才); Mr. Li was awarded the "Outstanding Entrepreneur of Jiangxi Province", "May Day Labor Medal of Jiangxi Province", "Top 100 Outstanding Entrepreneur of China", "China Economic News Figure – 2021 Top 10 Economic Person of the Year (中國經濟新聞人物–2021十大經濟年度人物)", and "The Third (2021) Economic Person of the Year in China's Nonferrous Metal Industry (第三屆(2021)中國有色金屬工業年度經濟人物)", etc.
Save as disclosed above, he did not hold any directorship in any listed companies in the past three years or any other positions with the Group.
Mr. Li Liangbin is the father of Mr. Li Chenglin, an executive Director candidate. Save as disclosed above, Mr. Li Liangbin is not related to any Director, supervisor, senior management or substantial or controlling Shareholder of the Company.
As at the Latest Practicable Date, Mr. Li Liangbin was interested in 378,637,819 A Shares and 600,000 H Shares within the meaning of Part XV of the SFO.
The term of office under the current appointment letter made between Mr. Li Liangbin and the Company expired on 24 March 2023 and the term will be renewed for a further term of three years commencing from the date of the passing of the resolution of appointment upon the Shareholders' approval of re-election of Mr. Li Liangbin as an executive Director at the EGM. His emoluments are determined by reference to job responsibilities and prevailing market conditions. The Board proposes to fix Mr. Li Liangbin's annual emolument as a member of the senior management.
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APPENDIX I
DETAILS OF DIRECTORS AND SUPERVISORS
On July 5, 2024, the Company received the Written Decision on Administrative Penalty ([2024] No. 2) («行政處罰決定書»([2024]2號)) (the “Written Decision”) issued by the Jiangxi Supervision Bureau (the “Supervision Bureau”) of the China Securities Regulatory Commission (the “CSRC”).
Further to the issue of the Notice on December 6, 2022, at the request of Mr. Li Liangbin, a hearing had been held on January 4, 2023 to hear from the relevant parties and their respective representatives to state and defend the case. Subsequent to the hearing, the Supervision Bureau conducted additional investigations and invited the parties to re-examine the papers. The parties submitted additional defense. Thereafter, the Supervision Bureau concluded its investigation and the hearing.
As stated in the Written Decision, the Supervision Bureau is of the opinion that the Company is suspected of violating the provisions of Article 53(1) of the Securities Law and the relevant acts constitute insider trading as described in Article 191(1) of the Securities Law.
Based on the facts, nature, circumstances, degree of social harm of the illegal acts of the parties involved, and in accordance with Article 191(1) of the Securities Law, the Supervision Bureau decided to issue a warning to Mr. Li Liangbin, and impose a fine of RMB600,000.
For further details, please refer to the announcements of the Company dated December 7, 2022, December 28, 2022 and July 7, 2024.
In relation to the re-election of Mr. Li Liangbin as an executive Director, save as disclosed above, there is no information which is discloseable pursuant to any of the requirements of the provisions under paragraphs 13.51(2) (h) to 13.51(2) (v) of the Listing Rules, and there is no other matter which needs to be brought to the attention of the Shareholders.
Mr. Wang Xiaoshen (王曉申) (“Mr. Wang”), aged 56, was appointed as our Director on December 6, 2007. He was then appointed as the vice president of the Board and our executive Director on 3 December 2010 and 29 December 2017, respectively. He has been the vice president of our Company since 27 December 2010. On 24 March 2020, he was reappointed as an executive Director and the vice president and was elected as the vice chairman of the Board. On 3 February 2023, he tendered his resignation as vice president and was appointed as the President. He is primarily responsible for the marketing, investment and overseas business of our Company and has over 25 years of experience in sales and marketing of lithium products. Mr. Wang joined our Company in July 2006 as a general manager. Since then, Mr. Wang has been a director of several companies in which our Company has equity interests, including certain subsidiaries of our Company. He has been a director of GFL International, Mariana Lithium Co., Limited, Mt Marion Lithium Pty Ltd., Lithium America Corp. (listed on the Toronto Stock Exchange and the New York Stock Exchange under the symbol LAC) and Bacanora Lithium Plc (a company listed on AIM of London Stock Exchange in the United Kingdom under the symbol BCN) since March 2011, July 2014, September 2015, June 2017 and October 2019, respectively, and he was previously a non-executive Director of International Lithium Corp. (listed on the Toronto Stock Exchange (ILC), the Frankfurt Stock Exchange (IAH), the OTC Markets in the U. S. (ILHMF), the Stuttgart Stock Exchange (A1JAZU) and the
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APPENDIX I
DETAILS OF DIRECTORS AND SUPERVISORS
Berlin Stock Exchange (A1JAZU)) from June 2011 to August 2017. Prior to joining our Company, Mr. Wang worked at China National Nonferrous Metals Industrial Xinjiang Co., Ltd., Xinjiang Lithium Salts Plant (中國有色金屬工業總公司新疆公司新疆鯉鱸廠) from July 1991 to April 1992. He then served as the vice general manager of China National Nonferrous Metals Import and Export Xinjiang Co., Ltd. (中國有色金屬進出口新疆公司), a company principally engaged in import and export trading of nonferrous metals, and was responsible for lithium business from April 1992 to July 2002. From August 2002 to June 2005, he was the chairman and the general manager of Suzhou Taihu Enterprise Co., Ltd. (蘇州太湖企業有限公司), a company principally engaged in production and sales of power tools and hardware tools. Mr. Wang obtained a bachelor's degree in industrial engineering management (工業工程管理) from North China University of Technology (北方工業大學) in the PRC in June 1990. He obtained an EMBA degree from the China Europe International Business School (中歐國際工商學院) in the PRC in August 2002.
Save as disclosed above, he did not hold any directorship in any listed companies in the past three years or any other positions with the Group.
Mr. Wang is not related to any Director, supervisor, senior management or substantial or controlling Shareholder of the Company.
As at the Latest Practicable Date, Mr. Wang was interested in 141,460,966 A Shares and 651,800 H Shares within the meaning of Part XV of the SFO.
The term of office under the current appointment letter made between Mr. Wang and the Company expired on 24 March 2023 and the term will be renewed for a further term of three years commencing from the date of the passing of the resolution of appointment upon the Shareholders' approval of re-election of Mr. Wang as an executive Director at the EGM. His emoluments are determined by reference to job responsibilities and prevailing market conditions. The Board proposes to fix Mr. Wang's annual emolument as a member of the senior management.
In relation to the re-election of Mr. Wang as an executive Director, save as disclosed above, there is no information which is discloseable pursuant to any of the requirements of the provisions under paragraphs 13.51(2) (h) to 13.51(2) (v) of the Listing Rules, and there is no other matter which needs to be brought to the attention of the Shareholders.
Ms. Huang Ting, aged 37, holds a double degree in accountancy and international economics and trade from Guangdong University of Foreign Studies. She worked as an assistant manager of the audit department of KPMG Huazhen LLP Guangzhou Branch from October 2010 to February 2015, as the manager of the finance center of Jiangxi LDK Solar High-Tech Company Limited from June 2015 to July 2017, as the minister assistant of the finance department of Jiangxi LDK Photovoltaic Silicon Technology Company Limited from July 2017 to February 2019, as the manager of the finance and accounting center of the Company from February 2019 to March 2020, and as the vice general manager and the general manager of the finance and accounting center of the Company from April 2020 to January 2023. On 3 February 2023, Ms. Huang Ting was appointed as the vice president and the financial director of the Company.
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APPENDIX I
DETAILS OF DIRECTORS AND SUPERVISORS
Save as disclosed above, she did not hold any directorship in any listed companies in the past three years or any other positions with the Group.
Ms. Huang Ting is not related to any Director, supervisor, senior management or substantial or controlling Shareholder of the Company.
As at the Latest Practicable Date, Ms. Huang Ting was interested in 18,900 A Shares within the meaning of Part XV of the SFO.
Ms. Huang Ting will be appointed as an executive Director of the Company upon the Shareholders' approval at the EGM with a term of office for three years commencing from the date of the passing of the resolution of appointment. The Company will enter into the letter of appointment with Ms. Huang Ting. Her emoluments are determined by reference to job responsibilities and prevailing market conditions. The Board proposes to fix Ms. Huang Ting's annual emolument as a member of the senior management.
In relation to the election of Ms. Huang Ting as an executive Director, save as disclosed above, there is no information which is discloseable pursuant to any of the requirements of the provisions under paragraphs 13.51(2) (h) to 13.51(2) (v) of the Listing Rules, and there is no other matter which needs to be brought to the attention of the Shareholders.
Mr. Shen Haibo (沈海博) ("Mr. Shen"), aged 57, was appointed as our Director and executive Director on 6 December 2007 and 29 December 2017, respectively. From 25 March 2020, he retired as a Director and an executive Director due to the expiration of his term. He has been the vice president of our Company since 27 December 2010. On 24 March 2020, he was reappointed as the vice president of the Company. On 30 October 2020, he was appointed as a director and an executive Director. On 5 March 2024, Mr. Shen resigned voluntarily as the vice president. Mr. Shen joined our Company in June 2005 as a marketing controller. He is primarily responsible for overseeing the sales and promotion of our products in the PRC. Mr. Shen has over 20 years of experience in sales and marketing of lithium products. He worked at the Beijing office of China National Nonferrous Metals Import and Export Xinjiang Company (中國有色金屬進出口新疆公司) as a lithium product manager from September 1996 to September 2002. Mr. Shen was also a manager of Tianjin Development Zone Yuhai Trading Co., Ltd. (天津開發區禦海商貿有限公司) from October 2002 to December 2004. Mr. Shen obtained his bachelor's degree in industrial engineering management (工業工程管理) from North China University of Technology (北方工業大學) in July 1991.
Save as disclosed above, he did not hold any directorship in any listed companies in the past three years or any other positions with the Group.
Mr. Shen is not related to any Director, supervisor, senior management or substantial or controlling Shareholder of the Company.
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APPENDIX I
DETAILS OF DIRECTORS AND SUPERVISORS
As at the Latest Practicable Date, Mr. Shen holds interest in 18,296,645 shares A share that are required to be disclosed under Part XV of the SFO.
The term of office under the current appointment letter made between Mr. Shen and the Company expired on 24 March 2023 and the term will be renewed for a further term of three years commencing from the date of the passing of the resolution of appointment upon the Shareholders’ approval of re-election of Mr. Shen as an executive Director at the EGM. His emoluments are determined by reference to job responsibilities and prevailing market conditions. The Board proposes to fix Mr. Shen’s annual emolument as a member of the senior management.
In relation to the re-election of Mr. Shen as an executive Director, save as disclosed above, there is no information which is discloseable pursuant to any of the requirements of the provisions under paragraphs 13.51(2) (h) to 13.51(2) (v) of the Listing Rules, and there is no other matter which needs to be brought to the attention of the Shareholders.
Mr. Li Chenglin, aged 29, graduated from the University of Southern California with a bachelor’s degree in economics. He joined the Company in February 2022 and served as the manager of the Company’s investment department and assistant of the President, and now serve as a director of Jiangxi Zhili Technology Co., Ltd. and a director of Ganfeng LiEnergy Technology Co., Ltd. and has served as the Company’s vice president since March 5, 2024.
Save as disclosed above, he did not hold any directorship in any listed companies in the past three years or any other positions with the Group.
Mr. Li Chenglin is the son of Director Mr. Li Liangbin. Save as disclosed above, Mr. Li Chenglin is not related to any Director, supervisor, senior management or substantial or controlling Shareholder of the Company.
As at the Latest Practicable Date, Mr. Li Chenglin did not hold any interests in the shares of the Company that are required to be disclosed under Part XV of the SFO.
Mr. Li Chenglin will be appointed as an executive Director of the Company upon the Shareholders’ approval at the EGM with a term of office for three years commencing from the date of the passing of the resolution of appointment. The Company will enter into the letter of appointment with Mr. Li Chenglin. His emoluments are determined by reference to job responsibilities and prevailing market conditions. The Board proposes to fix Mr. Li Chenglin’s annual emolument as a member of the senior management.
In relation to the election of Mr. Li Chenglin as an executive Director, save as disclosed above, there is no information which is discloseable pursuant to any of the requirements of the provisions under paragraphs 13.51(2) (h) to 13.51(2) (v) of the Listing Rules, and there is no other matter which needs to be brought to the attention of the Shareholders.
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APPENDIX I
DETAILS OF DIRECTORS AND SUPERVISORS
Non-executive Directors
Ms. Luo Rong (羅榮), aged 55, graduated from Hong Kong Baptist University (香港浸會大學) with a master's degree of Business Administration and obtained an EMBA degree from the China Europe International Business School (中歐國際工商學院). She has more than 20 years of experience in the field of human resources, including 15 years of experience as a group executive. She has a systematic theoretical system and rich practical experience in corporate organizational change, performance incentives and talent development. Ms. Luo Rong was appointed as a non-executive Director on 13 August 2024, her work experience includes the following
| Name of Entity | Position | Period of Time |
|---|---|---|
| Shanghai Wanlang Water Technology Co., Ltd. | Chief Human Resources Advisor | Since November 2023 |
| Shanghai Yuandong Hongxin Health Group Co., Ltd. | Assistant of General Manager and Chief Human Resources Officer (CHO) | From January 2021 to October 2023 |
| China Resources Power Holdings Company Limited (stock code: 836. HK) | Director of Human Resources | From January 2019 to December 2020 |
Save as disclosed above, she did not hold any directorship in any listed companies in the past three years or any other positions with the Group.
Ms. Luo Rong is not related to any Director, supervisor, senior management or substantial or controlling Shareholder of the Company.
As at the Latest Practicable Date, Ms. Luo Rong did not hold any interests in the shares of the Company that are required to be disclosed under Part XV of the SFO.
The term of office of Ms. Luo Rong was effective from 13 August 2024, and the same as that of the fifth session of the Board of the Company (except for re-election), and the term will be renewed for a further term of three years commencing from the date of the passing of the resolution of appointment upon the Shareholders' approval of re-election of Ms. Luo Rong as an non-executive Director at the EGM. The Company will enter into the letter of appointment with Ms. Luo Rong. Her emoluments are determined by reference to job responsibilities and prevailing market conditions. The Board proposes to fix Ms. Luo Rong's annual director's emolument at RMB80,000, subject to the approval of the Shareholders at the EGM.
APPENDIX I
DETAILS OF DIRECTORS AND SUPERVISORS
In relation to the re-election of Ms. Luo Rong as a non-executive Director, save as disclosed above, there is no information which is discloseable pursuant to any of the requirements of the provisions under paragraphs 13.51(2) (h) to 13.51(2) (v) of the Listing Rules, and there is no other matter which needs to be brought to the attention of the Shareholders.
Independent Non-executive Directors
The nomination committee of the Board (the "Nomination Committee") has assessed and reviewed the written confirmations of independence of Mr. Wang Jinben, Mr. Wong Ho Kwan, Ms. Xu Yixin and Mr. Xu Guanghua based on the independence criteria as set out in Rule 3.13 of the Listing Rules and is satisfied that they independent in accordance with Rule 3.13 of the Listing Rules. Each of Mr. Wang Jinben, Mr. Wong Ho Kwan, Ms. Xu Yixin and Mr. Xu Guanghua have confirmed (i) his/her independence as regards each of the factors referred to in Rules 3.13(1) to (8) of the Listing Rules; (ii) his past or present financial or other interest in the business of the issuer or its subsidiaries or any connection with any core connected person (as such term is defined in the Listing Rules) of the issuer, if any; and (iii) that there are no other factors that may affect his/her independence. In addition, the Nomination Committee has evaluated Mr. Wang Jinben, Mr. Wong Ho Kwan, Ms. Xu Yixin and Mr. Xu Guanghua based on criteria set out in the nomination policy adopted by the Company including but not limited to their character and integrity, professional qualifications, skills, knowledge, experience and willingness and ability to devote adequate time to discharge duties as members of the Board.
The Nomination Committee is also of the view that Mr. Wang Jinben, Mr. Wong Ho Kwan, Ms. Xu Yixin and Mr. Xu Guanghua will bring to the Board perspectives, skills and experience as further described in their biographies below.
In reviewing the structure of the Board, the Nomination Committee and the Board has considered Board diversity from a number of aspects, including but not limited to gender, age, cultural and educational background, professional and qualifications, skills, knowledge, length of service and industry and regional experience. All Board appointments will be based on meritocracy, and candidates will be considered against criteria including talents, skills and experience as may be necessary for the operation of the Board as a whole, with maintaining a view to a sound balance of the Board's composition.
Based on the Board diversity policy adopted by the Company, the Nomination Committee considers that Mr. Wang Jinben, Mr. Wong Ho Kwan, Ms. Xu Yixin and Mr. Xu Guanghua can contribute to the diversity of the Board, in particular, with Mr. Wang Jinben and Mr. Wong Ho Kwan's accounting and finance experience and Ms. Xu Yixin and Mr. Xu Guanghua's experience in law.
Therefore, the Board, with the recommendation of the Nomination Committee, supports the re-election of Mr. Wang Jinben, Mr. Wong Ho Kwan, Ms. Xu Yixin and Mr. Xu Guanghua as independent non-executive Directors at the EGM.
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APPENDIX I
DETAILS OF DIRECTORS AND SUPERVISORS
Mr. Wang Jinben (王金本), aged 59, bachelor of economics, master of management, senior accountant and certified public accountant, successively served as an accountant, deputy chief of finance department, finance manager of Jiangxi Textiles Import and Export Corporation (江西省紡織品進出口公司), the chief financial officer of Hengdian Group Hi-tech Industrial Corporation Limited (橫店集團高科技產業股份有限公司), the chief financial officer of Zheda Lande Scitech Limited (浙江浙大網新蘭德科技股份有限公司) (currently known as Shenghua Lande Scitech Limited (浙江昇華蘭德科技股份有限公司)), the shares of which are listed on the Stock Exchange (stock code: 8106), the general manager of Zhejiang Oasis Ecology Corporation Limited (浙江綠洲生態股份有限公司), the independent director of Jiangxi Wannianqing Cement Co., Ltd. (江西萬年青水泥股份有限公司), the shares of which are listed on the Shenzhen Stock Exchange (stock code: 000789), the independent director of Jiangxi Hengda Hitech Co., Ltd. (江西恒大高新技術股份有限公司), the shares of which are listed on the Shenzhen Stock Exchange (stock code: 002591), the director of Jiangxi Zonjli High-tech Co., Ltd. (江西眾加利高科技股份有限公司), the independent director of Bisen Smart Access Co., Ltd (江西百勝智能科技股份有限公司), the shares of which are listed on the Shenzhen Stock Exchange (stock code: 301083), the independent director of Yunnan Biovalley Medicines Co. Ltd (雲南生物谷藥業股份有限公司), the shares of which are listed on the Beijing Stock Exchange (stock code: 833266), and the independent director of Jiangxi Huangshanghuang Food Corporation Limited (江西煌上煌集團食品股份有限公司), the shares of which are listed on the Shenzhen Stock Exchange (stock code: 002695), respectively. Mr. Wang Jinben currently serves as an independent director of Huanonghengqing Science&Technology Co., Ltd. (華農恒青科技股份有限公司), an external director of Jiangxi Provincial Building Material Group Co., Ltd. (江西省建材集團有限公司), an independent director of Jiangxi 3L Medical Products Group Co., Ltd. (江西3L醫用製品集團股份有限公司), an independent director of Lianchuang Electronic Technology Co., Ltd. (聯創電子科技股份有限公司), the shares of which are listed on the Shenzhen Stock Exchange (stock code: 002036), and an part time professor of MBA Education Center of Nanchang University. Mr. Wang Jinben was appointed as an independent non-executive Director on 15 June 2022.
Save as disclosed above, he did not hold any directorship in any listed companies in the past three years or any other positions with the Group.
Mr. Wang Jinben is not related to any Director, supervisor, senior management or substantial or controlling Shareholder of the Company.
As at the Latest Practicable Date, Mr. Wang Jinben was not interested in any Shares of the Company discloseable within the meaning of Part XV of the SFO.
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APPENDIX I
DETAILS OF DIRECTORS AND SUPERVISORS
The term of office under the current appointment letter made between Mr. Wang Jinben and the Company expired on 24 March 2023 and the term will be renewed for a further term of three years commencing from the date of the passing of the resolution of appointment upon the Shareholders’ approval of re-election of Mr. Wang Jinben as an independent non-executive Director and the chairman of the audit committee of the Board at the EGM. His emoluments are determined by reference to job responsibilities and prevailing market conditions. The Board proposes to fix Mr. Wang Jinben’s annual director’s emolument at RMB80,000, subject to the approval of the Shareholders at the EGM.
In relation to the re-election of Mr. Wang Jinben as an independent non-executive Director, save as disclosed above, there is no information which is discloseable pursuant to any of the requirements of the provisions under paragraphs 13.51(2) (h) to 13.51(2) (v) of the Listing Rules, and there is no other matter which needs to be brought to the attention of the Shareholders.
Mr. Wong Ho Kwan, aged 39, graduated from Chinese University of Hong Kong (香港中文大學) with a bachelor’s degree of science, major in Mathematics (Hons), minor in Risk Management. He is a member of the Hong Kong Institute of Certified Public Accountants and Chartered Accountants Australia and New Zealand and a Certified Financial Risk Manager. Mr. Wong is an experienced accounting, investment and corporate finance professional, with diverse experience in private equity & structured finance investment, corporate finance advisory and auditing. Specialized in Hong Kong listed company capital market transactions and corporate governance, and familiar with accounting standards and practice across various industries. Mr. Wong Ho Kwan was appointed as an independent non-executive Director on 13 August 2024. His working experience includes the following:
| Name of Entity | Position | Period of Time |
|---|---|---|
| Unity Group Holdings International Limited (a company listed on the Stock Exchange with stock code 1539) | Chief financial officer and company secretary | Since October 2021 |
| Zhongtai International Capital Limited | Structured finance/M&A advisory | From September 2018 to October 2021 |
| Maple Asset Management Limited, Private Equity | Vice president | From January 2016 to July 2018 |
| Pricewaterhouse Coopers Hong Kong | Assurance manager | From October 2007 to December 2015 |
APPENDIX I
DETAILS OF DIRECTORS AND SUPERVISORS
Save as disclosed above, he did not hold any directorship in any listed companies in the past three years or any other positions with the Group.
Mr. Wong Ho Kwan is not related to any Director, supervisor, senior management or substantial or controlling Shareholder of the Company.
As at the Latest Practicable Date, Mr. Wong Ho Kwan was not interested in any Shares of the Company discloseable within the meaning of Part XV of the SFO.
The term of office of Mr. Wong Ho Kwan was effective from 13 August 2024, and the same as that of the fifth session of the Board of the Company (except for re-election), and the term will be renewed for a further term of three years commencing from the date of the passing of the resolution of appointment upon the Shareholders' approval of re-election of Mr. Wong Ho Kwan as an independent non-executive Director at the EGM. His emoluments are determined by reference to job responsibilities and prevailing market conditions. The Board proposes to fix Ms. Wong's annual director's emolument at HK$200,000, subject to the approval of the Shareholders at the EGM.
In relation to the re-election of Mr. Wong Ho Kwan as an independent non-executive Director, save as disclosed above, there is no information which is discloseable pursuant to any of the requirements of the provisions under paragraphs 13.51(2) (h) to 13.51(2) (v) of the Listing Rules, and there is no other matter which needs to be brought to the attention of the Shareholders.
Ms. Xu Yixin (徐一新) (“Ms. Xu”), aged 55, graduated from East China University of Political Science and Law (華東政法大學) with a bachelor’s degree of law. She has been serving in Jiangxi Yuzhang Law Firm (江西豫章律師事務所) since January 2001, and is currently a senior partner. She currently serves as the chairman of the Women’s Federation, a member of the 15th CPPCC of Nanchang City (南昌市第十五屆政協委員), and a deputy of the 14th National People’s Congress of Jiangxi Province; the arbitrator of Nanchang Arbitration Commission (南昌仲裁委員會) and the director of Criminal Law Professional Committee of Nanchang Law Association (南昌市律協刑事法律專業委員會); the vice chairman of Nanchang Lawyers’ Women’s Federation (南昌市律師行業婦聯), the expert of the third-party expert pool of Nanchang Municipal Procuratorate (南昌市檢察院第三方專家庫), and the special supervisor of Nanchang Municipal Taxation Bureau of the State Administration of Taxation (國家稅務總局南昌市稅務局); the visiting professor and MBA off-campus tutor of Jiangxi Science and Technology Normal University, the off-campus master tutor of Jiangxi Normal University and the gold medal mediation observer and mediator of JXTV (江西衛視). Ms. Xu was appointed as an independent non-executive Director on 24 March 2020.
Save as disclosed above, she did not hold any directorship in any listed companies in the past three years or any other positions with the Group.
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APPENDIX I
DETAILS OF DIRECTORS AND SUPERVISORS
Ms. Xu is not related to any Director, supervisor, senior management or substantial or controlling Shareholder of the Company.
As at the Latest Practicable Date, Ms. Xu did not hold any interests in the shares of the Company that are required to be disclosed under Part XV of the SFO.
The term of office under the current appointment letter made between Ms. Xu and the Company expired on 24 March 2023 and the term will be renewed for a further term of three years commencing from the date of the passing of the resolution of appointment upon the Shareholders’ approval of re-election of Ms. Xu as an independent non-executive Director at the EGM. Her emoluments are determined by reference to job responsibilities and prevailing market conditions. The Board proposes to fix Ms. Xu’s annual director’s emolument at RMB80,000, subject to the approval of the Shareholders at the EGM.
In relation to the re-election of Ms. Xu as an independent non-executive Director, save as disclosed above, there is no information which is discloseable pursuant to any of the requirements of the provisions under paragraphs 13.51(2) (h) to 13.51(2) (v) of the Listing Rules, and there is no other matter which needs to be brought to the attention of the Shareholders.
Mr. Xu Guanghua (徐光華) (“Mr. Xu”), aged 43, graduated from Wuhan University (武漢大學) with a doctor’s degree in law in 2008. He engaged in postdoctoral research in the Criminal Law Science Research Institute of Beijing Normal University (北京師範大學) from 2008 to 2011. He successively served as an associate professor, professor and doctoral tutor in Jiangxi University of Finance and Economics (江西財經大學). He currently serves as the professor and doctoral tutor of Criminal Law School in East China University, director of the China Branch of International Criminal Law Society (國際刑法學會中國分會), director of China Criminal Law Society (中國刑法學研究會), director of Criminology Research Society in Jiangxi Province (江西省犯罪學研究會), an arbitrator of Nanchang Arbitration Committee (南昌市仲裁委員會), a visiting scholar of the University of Missouri, Kansas City (美國密蘇裏大學堪薩斯分校), the visiting professor of the Macao University of Science and Technology, the independent non-executive Director of Anyuan Coal Industry Group Co., Ltd (安源煤業集團股份有限公司), the independent non-executive Director of Jiangxi SUNFLEX Optical Technology Co., Ltd (江西盛富萊光學科技股份有限公司). Mr. Xu was appointed as an independent non-executive Director on 24 March 2020.
Save as disclosed above, he did not hold any directorship in any listed companies in the past three years or any other positions with the Group.
Mr. Xu is not related to any Director, supervisor, senior management or substantial or controlling Shareholder of the Company.
As at the Latest Practicable Date, Mr. Xu did not hold any interests in the shares of the Company that are required to be disclosed under Part XV of the SFO.
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APPENDIX I
DETAILS OF DIRECTORS AND SUPERVISORS
The term of office under the current appointment letter made between Mr. Xu and the Company expired on 24 March 2023 and the term will be renewed for a further term of three years commencing from the date of the passing of the resolution of appointment upon the Shareholders’ approval of re-election of Mr. Xu as an independent non-executive Director at the EGM. His emoluments are determined by reference to job responsibilities and prevailing market conditions. The Board proposes to fix Mr. Xu’s annual director’s emolument at RMB80,000, subject to the approval of the Shareholders at the EGM.
In relation to the re-election of Mr. Xu as an independent non-executive Director, save as disclosed above, there is no information which is discloseable pursuant to any of the requirements of the provisions under paragraphs 13.51(2) (h) to 13.51(2) (v) of the Listing Rules, and there is no other matter which needs to be brought to the attention of the Shareholders.
External Supervisors
Zou Jian (鄒健) (“Mr. Zou”), aged 61, was appointed as a supervisor of our Company on 6 April 2017. On 24 March 2020, he was re-appointed as a supervisor of the Company. He is responsible for supervising the performance of duties by the Directors and senior management of our Company. He has over 15 years of experience in the non-ferrous metal industry. Prior to joining our Company, he worked at Hengyang Hengye Heavy Machinery Co., Ltd. (衡陽衡冶重型機械有限公司). He was also the minister the marketing division of the Shanghai branch of Beijing New Century Certification Company Limited (北京新世紀認證有限公司) from June 2002 to June 2005. He has been the branch office general manager of the Shanghai branch of Beijing Saixi Certification Co., Ltd. (北京賽西認證有限公司) from April 2012 to April 2014. Mr. Zou was qualified as a Senior Engineer (高級工程師) in November 1999. He completed postgraduate courses in business management from the Graduate School of Chinese Academy of Social Sciences (中國社會科學院) in the PRC in July 1998. He is currently the assistant of general manager of Beijing Saixi Certification Co., Ltd.
Save as disclosed above, he did not hold any directorship in any listed companies in the past three years or any other positions with the Group.
Mr. Zou is not related to any Director, supervisor, senior management or substantial or controlling Shareholder of the Company.
As at the Latest Practicable Date, Mr. Zou was not interested in any Shares of the Company discloseable within the meaning of Part XV of the SFO.
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APPENDIX I
DETAILS OF DIRECTORS AND SUPERVISORS
The term of office under the current appointment letter made between Mr. Zou and the Company expired on 24 March 2023 and the term will be renewed for a further term of three years commencing from the date of the passing of the resolution of appointment upon the Shareholders’ approval of re-election of Mr. Zou as a supervisor at the EGM. His emoluments are determined by reference to job responsibilities and prevailing market conditions. The board of supervisors proposes to fix Mr. Zou’s annual supervisor’s emolument at RMB80,000, subject to the approval of the Shareholders at the EGM.
In relation to the re-election of Mr. Zou as a supervisor, save as disclosed above, there is no information which is discloseable pursuant to any of the requirements of the provisions under paragraphs 13.51(2) (h) to 13.51(2) (v) of the Listing Rules, and there is no other matter which needs to be brought to the attention of the Shareholders.
Mr. Guo Huaping (郭華平) (“Mr. Guo”), aged 61, a doctor of industrial economics, has served as the professor of school of accounting, the master tutor and the deputy director of the scientific research office at Jiangxi University of Finance and Economics (江西財經大學), the deputy director of the office of academic affairs, the deputy director of center for modern education technology and vice president of the labor union of Jiangxi University of Finance and Economics. Mr. Guo obtained a bachelor’s degree in accounting from Zhejiang Gongshang University (浙江工商大學, formerly known as Hangzhou College of Commerce (杭州商學院)) in the PRC in July 1987, a master’s degree in computer science from Huazhong University of Science and Technology (華中科技大學) in the PRC in December 2001 and then a doctoral degree in industrial economics from JUFE in June 2005. Mr. Guo was appointed as the independent Director and independent non-executive Director of the Company on 3 December 2013 and 29 December 2017, respectively, and resigned as independent non-executive Director of the Company on 3 December 2019 due to the expiration of his term of office. Mr. Guo was appointed as a supervisor of our Company on 24 March 2020.
Mr. Guo currently holds directorship in several listed companies other than the Company as set out below:
| Name of Entity | Position |
|---|---|
| Guangdong Jiaying Pharmaceutical Co., Ltd. | Independent director |
| Jiangxi Yumin Bank Co., Ltd. | Independent director |
| Jiangxi Haiyuan Composites Technology Co., Ltd | Independent director |
| Shandong Bohui Paper Industry Co., Ltd | Independent director |
Save as disclosed above, he did not hold any directorship in any listed companies in the past three years or any other positions with the Group.
Mr. Guo is not related to any Director, supervisor, senior management or substantial or controlling Shareholder of the Company.
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APPENDIX I
DETAILS OF DIRECTORS AND SUPERVISORS
As at the Latest Practicable Date, Mr. Guo was not interested in any Shares of the Company discloseable within the meaning of Part XV of the SFO.
The term of office under the current appointment letter made between Mr. Guo and the Company expired on 24 March 2023 and the term will be renewed for a further term of three years commencing from the date of the passing of the resolution of appointment upon the Shareholders’ approval of re-election of Mr. Guo as a supervisor at the EGM. His emoluments are determined by reference to job responsibilities and prevailing market conditions. The board of supervisors proposes to fix Mr. Guo’s annual supervisor’s emolument at RMB80,000, subject to the approval of the Shareholders at the EGM.
In relation to the re-election of Mr. Guo as a supervisor, save as disclosed above, there is no information which is discloseable pursuant to any of the requirements of the provisions under paragraphs 13.51(2) (h) to 13.51(2) (v) of the Listing Rules, and there is no other matter which needs to be brought to the attention of the Shareholders.
Employee Representative Supervisor
Mr. Huang Hua’an (黄華安) (“Mr. Huang”), aged 34, graduated from Hebei University of Economics and Business (河北經貿大學) majoring in statistics in 2014. He served as an analyst at KPMG Global Commercial Service (Guangdong) Co. Ltd. (畢馬威全球商務服務(廣東)有限公司) from September 2014 to December 2017 and he joined the Company as the Head of Auditing Department in July 2018. Mr. Huang was elected as a Supervisor representing employees on 7 February 2020 and was subsequently elected as the chairman of the Supervisory Committee on 24 March 2020.
Save as disclosed above, he did not hold any directorship in any listed companies in the past three years or any other positions with the Group.
Mr. Huang is not related to any Director, supervisor, senior management or substantial or controlling Shareholder of the Company.
As at the Latest Practicable Date, Mr. Huang was not interested in any Shares of the Company discloseable within the meaning of Part XV of the SFO.
Subject to the approval of the staff of the Company, Mr. Huang will be appointed as a staff representative supervisor of the Company and the term of office will be three years commencing from the date of the passing of the approval of re-election of Mr. Huang as a supervisor at the separate meeting held by the staff of the Company. As a staff representative supervisor, he is not entitled to supervisor’s emolument.
In relation to the election of Mr. Huang as a supervisor, save as disclosed above, there is no information which is discloseable pursuant to any of the requirements of the provisions under paragraphs 13.51(2) (h) to 13.51(2) (v) of the Listing Rules, and there is no other matter which needs to be brought to the attention of the Shareholders.
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NOTICE OF THE EXTRAORDINARY GENERAL MEETING
穗铎锂业
Ganfeng Lithium
Ganfeng Lithium Group Co., Ltd.
江西赣鋒鋰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)
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 Headquarters, Longteng Road, Economic Development Zone, Xinyu, Jiangxi Province, the People’s Republic of China on Monday, April 28, 2025 at 2:00 p.m. for the purpose of considering, and if thought fit, approving the following resolution. Unless otherwise stated, the capitalized terms used herein shall have the same meanings as defined in the circular of the Company dated April 3, 2025 (the “Circular”), for which the notice convening the EGM shall form part of.
SPECIAL RESOLUTION
- Proposed provision of guarantees to a controlled subsidiary by the Company
ORDINARY RESOLUTIONS
- Election of the board of directors – election of non-independent directors
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
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NOTICE OF THE EXTRAORDINARY GENERAL MEETING
- Election of the board of directors – election of independent directors
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
- Election of the board of supervisors – election of external supervisors
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
By order of the Board
GANFENG LITHIUM GROUP CO., LTD.
LI Liangbin
Chairman
Jiangxi, PRC
April 3, 2025
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.
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, April 23, 2025 to Monday, April 28, 2025 (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, April 22, 2025 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, April 22, 2025 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, April 18, 2025).
(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, April 27, 2025, Hong Kong time) (or any adjournment thereof).
(F) Shareholders may contact the Company’s H Share Registrar, Computershare Hong Kong Investor Services Limited by telephone at (852) 2862 8555 or by email to [email protected] 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.
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