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Ganfeng Lithium Group Co., Ltd. Proxy Solicitation & Information Statement 2026
50157_rns_2026-04-15_e8ce4788-5dd1-4030-a0ac-8b7863db7bf1.pdf
Proxy Solicitation & Information Statement
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THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
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.
This circular, for which the directors (“Directors”) of Ganfeng Lithium Group Co., Ltd. (the “Company”) collectively and individually accept full responsibility, includes particulars given in compliance with the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that, to the best of their knowledge and belief, the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement in this circular misleading. All opinions expressed in this circular have been arrived at after due and careful consideration and are founded on bases and assumptions that are fair and reasonable.
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, other licensed corporation, bank manager, solicitor, professional accountant or other professional adviser.
If you have sold or otherwise transferred all your shares in the Company, you should at once hand this circular to the purchaser(s) or transferee(s) or to the bank, licensed securities dealer, licensed corporation, or other agent through whom the sale or transfer was effected for transmission to the purchaser(s) or transferee(s).
穗锋律业
Ganfeng Lithium
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)
(1) ENGAGEMENT OF DOMESTIC AND OVERSEAS AUDITORS AND THE INTERNAL CONTROL AUDITOR FOR 2026 AND DETERMINATION OF REMUNERATION
(2) DETERMINATION OF THE DIRECTORS’ EMOLUMENTS FOR 2025 AND FORMULATION OF THE DIRECTORS’ EMOLUMENTS FOR 2026
(3) PROFIT DISTRIBUTION PROPOSAL FOR 2025
(4) GRANT OF GENERAL MANDATE TO THE BOARD
(5) GENERAL MANDATE TO ISSUE DOMESTIC AND OVERSEAS BOND PRODUCTS
(6) PROPOSED DERIVATIVES TRADING WITH SELF-OWNED FUNDS
(7) PROPOSED COMMENCEMENT OF FINANCIAL LEASING BUSINESS WITH THE COMPANY AND THE JOINT VENTURE AS JOINT LESSEES
(8) PROPOSED APPOINTMENT OF INDEPENDENT NON-EXECUTIVE DIRECTOR
(9) PROPOSED CHANGE OF THE COMPANY’S OPERATING PERIOD
AND
(10) NOTICE OF THE 2025 AGM
The notices convening the AGM to be held at the Conference Room at 4th Floor, R&D Building at the Company’s Headquarters, Longteng Road, Economic Development Zone, Xinyu, Jiangxi Province, PRC on Wednesday, May 20, 2026 at 2:00 p.m.; and the form of proxy for use at and the reply slip in relation to the AGM were despatched by the Company on April 15, 2026 and also published and available for downloading on the websites of The Stock Exchange of Hong Kong Limited at www.hkexnews.com.hk and of the Company at www.ganfenglithium.com.
The 2025 AGM of the Company will be held at the Conference Room at 4th Floor, R&D Building at the Company’s Headquarters, Longteng Road, Economic Development Zone, Xinyu, Jiangxi Province, PRC on Wednesday, May 20, 2026 at 2:00 p.m.; Notice of the AGM is set out on pages 26 to 28 of this circular.
Whether or not you intend to attend the AGM, you are advised to complete and return the form of proxy in respect of the AGM 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 2:00 p.m. on Tuesday, May 19, 2026 (Hong Kong time)). Completion and return of the form of proxy will not preclude you from attending and voting in person at the AGM or any adjournment thereof should you so wish.
April 15, 2026
Note: in case of any inconsistency between the Chinese version and the English version, the Chinese version shall prevail.
CONTENTS
Page
DEFINITIONS ii
LETTER FROM THE BOARD 1
- Introduction 2
- Business to Be Considered at the AGM 2
- The AGM 3
- Recommendation 3
- Responsibility Statement 4
- General. 4
APPENDIX I - BUSINESS TO BE CONSIDERED AT THE 2025 AGM 5
NOTICE OF THE 2025 AGM. 26
DEFINITIONS
In this circular, unless the context otherwise requires, the following expressions shall have the following meanings:
"AGM" or "2025 AGM" the 2025 annual general meeting of the Company to be held on Wednesday, May 20, 2026 at the Conference Room, 4th Floor, R&D Building at the Company's Headquarters, Longteng Road, Economic Development Zone, Xinyu, Jiangxi Province, PRC
"Articles of Association" the articles of association of the Company with effect from March 11, 2026, as amended from time to time
"A Share(s)" the RMB denominated ordinary share(s) of the Company, with a nominal value of RMB1.00 each, which are listed and traded on the SZSE
"A Shareholder(s)" holders of A Shares
"Board" the board of directors of the Company
"Cash Dividends" the cash dividend of RMB1.5 (tax inclusive) proposed to be distributed for every ten (10) Shares to all Shareholders with the undistributed profit based on the total share capital of the Company as at the record date at the time of distribution of annual profit
"Company" Ganfeng Lithium Group Co., Ltd. (江西贛鋒鋰業集團股份有限公司), a joint stock company with limited liability established in the PRC whose A Shares and H Shares are listed on the SZSE (stock code:002460) and on the Main Board of the Stock Exchange (stock code: 1772), 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 Hong Kong Listing Rules
"CSRC" China Securities Regulatory Commission (中國證券監督管理委員會)
"Director(s)" the director(s) of the Company
"Group" the Company and its subsidiaries
– ii –
DEFINITIONS
| “H Share(s)” | overseas listed ordinary shares in the share capital of the Company, with a nominal value of RMB1.00 each, which are listed and traded on the Stock Exchange |
|---|---|
| “H Shareholder(s)” | holders of H Shares |
| “HK$” or “Hong Kong dollars” “HKD” | Hong Kong dollars, the lawful currency of Hong Kong |
| “Hong Kong” | the Hong Kong Special Administrative Region of the PRC |
| “Hong Kong Listing Rules” | the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited |
| “Latest Practicable Date” | April 10, 2026, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained herein |
| “PRC” | the People’s Republic of China and, for the purpose of this circular, excluding Hong Kong, Macao Special Administrative Region and Taiwan |
| “Profit Distribution Proposal for 2025” | the profit distribution proposal of the Company for 2025 involving the distribution of the Cash Dividends, more particularly set out in “Appendix I – Business to be Considered in the 2025 AGM – D. TO CONSIDER AND APPROVE THE PROFIT DISTRIBUTION PROPOSAL FOR 2025” |
| “RMB” | Renminbi, the lawful currency of the PRC |
| “Securities Law” | Securities Law of the People’s Republic of China, as amended from time to time |
| “Share(s)” | A Share(s) and/or H Share(s) |
| “Shareholder(s)” | holder(s) of Share(s) |
| “Shenzhen Listing Rules” | the Rules Governing the Listing of Stocks on the Shenzhen Stock Exchange (深圳證券交易所股票上市規則), as amended from time to time |
| “Stock Exchange” or “Hong Kong Stock Exchange” | The Stock Exchange of Hong Kong Limited |
- iii -
DEFINITIONS
“subsidiary(ies)” has the meaning ascribed to it under the Hong Kong Listing Rules
“SZSE” the Shenzhen Stock Exchange
“%” per cent
– iv –
LETTER FROM THE BOARD
穗鍾俚业
Ganfeng Lithium
Ganfeng Lithium Group Co., Ltd.
江西贛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
Mr. SHEN Haibo
Ms. HUANG Ting
Mr. LI Chenglin
Non-executive Director:
Ms. LUO Rong
Independent non-executive Directors:
Mr. WANG Jinben
Mr. WONG Ho Kwan
Mr. XU Jianzhang
Mr. XU Guanghua
Employee Director:
Ms. LIAO Cui
Registered Office:
Longteng Road,
Economic Development Zone
Xinyu
Jiangxi Province, PRC
Principal Place of Business in Hong Kong:
40/F, Dah Sing Financial Centre
248 Queen's Road East
Wanchai
Hong Kong
April 15, 2026
To the Shareholders
Dear Sir or Madam,
LETTER FROM THE BOARD
(1) ENGAGEMENT OF DOMESTIC AND OVERSEAS AUDITORS AND THE INTERNAL CONTROL AUDITOR FOR 2026 AND DETERMINATION OF REMUNERATION
(2) DETERMINATION OF THE DIRECTORS' EMOLUMENTS FOR 2025 AND FORMULATION OF THE DIRECTORS' EMOLUMENTS FOR 2026
(3) PROFIT DISTRIBUTION PROPOSAL FOR 2025
(4) GRANT OF GENERAL MANDATE TO THE BOARD
(5) GENERAL MANDATE TO ISSUE DOMESTIC AND OVERSEAS BOND PRODUCTS
(6) PROPOSED DERIVATIVES TRADING WITH SELF-OWNED FUNDS
(7) PROPOSED COMMENCEMENT OF FINANCIAL LEASING BUSINESS WITH THE COMPANY AND THE JOINT VENTURE AS JOINT LESSEES
(8) PROPOSED APPOINTMENT OF INDEPENDENT NON-EXECUTIVE DIRECTOR
(9) PROPOSED CHANGE OF THE COMPANY'S OPERATING PERIOD AND
(10) NOTICE OF THE 2025 AGM
- INTRODUCTION
The purpose of this circular is to provide you with the notice of AGM, and information on the resolutions to be considered at the AGM to enable you to make informed decisions on whether to vote for or against such resolutions at the AGM.
- BUSINESS TO BE CONSIDERED AT THE AGM
Ordinary resolutions to be proposed at the AGM for the consideration and approval of the Shareholders include: (a) engagement of domestic and overseas auditors and the internal control auditor for 2026 and determination of remuneration; (b) profit distribution proposal for 2025; (c) determination of the Directors' emoluments for 2025 and formulation of the Directors' emoluments for 2026; (d) proposed appointment of independent non-executive Director; and (e) proposed derivatives trading with self-owned funds;
Special resolutions to be proposed at the AGM for the consideration and approval of the Shareholders include: (a) grant of general mandate to the Board; (b) grant of general mandate to issue domestic and overseas bond products; (c) proposed commencement of financial leasing business with the Company and the Joint Venture as joint lessees; and (d) proposed change of the Company's operating period.
LETTER FROM THE BOARD
Business to be considered at the AGM are elaborated on pages 26 to 28 of this circular. In order to enable you to have a better understanding of the resolutions to be proposed at the AGM and to make informed decisions thereon, the Company has provided detailed information in relation to business to be considered at the 2025 AGM in the Appendix I to this circular.
3. THE AGM
Notice of the AGM is set out on pages 26 to 28 of this circular.
Pursuant to the Hong Kong Listing Rules and the Articles of Association, any vote of the Shareholders at a general meeting shall be taken by poll except where the chairman of such meeting, 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. An announcement on the poll results will be made by the Company after the AGM in the manner prescribed under the Hong Kong Listing Rules.
To the best knowledge, information and belief of the Directors, having made all reasonable enquiries, there is (i) no voting trust or other agreement or arrangement or understanding entered into by or binding upon any Shareholder; and (ii) no obligation or entitlement of any Shareholder as at the Latest Practicable Date, whereby he/she has or may have temporarily or permanently passed control over the exercise of the voting right in respect of his/her Shares to a third party, either generally or on a case-by-case basis. Accordingly, to the best knowledge, information and belief of the Directors, there exists no discrepancy between any Shareholder's beneficial shareholding interest in the Company and the number of Shares in respect of which such Shareholder will control or will be entitled to exercise control over the voting right at the AGM.
A form of proxy for use at the AGM is enclosed with this circular. Whether or not you are able to attend the AGM in person, you are requested to complete the form of proxy 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 AGM or any adjournment thereof. Completion and return of the form of proxy shall not preclude you from attending and voting in person at the AGM or any adjournment thereof should you so desire.
4. RECOMMENDATION
The Board (including independent non-executive Directors) considers that the resolutions set out in this circular are in the best interests of the Company and the Shareholders as a whole. Accordingly, the Board recommends that the Shareholders eligible to vote at the AGM to attend and vote in favor of the resolutions.
LETTER FROM THE BOARD
5. RESPONSIBILITY STATEMENT
This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Hong Kong Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.
6. GENERAL
You are advised to pay attention to other information as set out in the appendices.
Yours faithfully
By Order of the Board
GANFENG LITHIUM GROUP CO., LTD.
LI Liangbin
Chairman
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APPENDIX I
BUSINESS TO BE CONSIDERED AT THE 2025 AGM
A. TO CONSIDER AND APPROVE THE RESOLUTION IN RELATION TO THE ENGAGEMENT OF DOMESTIC AND OVERSEAS AUDITORS AND THE INTERNAL CONTROL AUDITOR FOR 2026 AND DETERMINATION OF REMUNERATION
The audit committee of the Board (the "Audit Committee") has reviewed the practices, integrity and other relevant information of Ernst & Young Hua Ming LLP ("Ernst & Young Hua Ming") and Ernst & Young ("Ernst & Young"), and is of the view that each of Ernst & Young Hua Ming and Ernst & Young has met the qualifications prescribed under the Articles of Association. As such, the Company proposes (i) to engage Ernst & Young Hua Ming as the domestic auditor (to assist the Company in preparing the 2026 financial report in accordance with the PRC Accounting Standards for Business Enterprises) as well as the internal control auditor; and (ii) to appoint Ernst & Young as the overseas auditor (to assist the Company in preparing the 2026 financial report in accordance with the International Financial Reporting Standards). Ernst & Young Hua Ming and Ernst & Young are in possession of the required practice qualifications and are able to fulfill the audit requirements for the year of 2026 of the Company.
Reference is made to Article 189 of the Articles of Association.
Considering the prevailing industrial standards, the audit work of the Company and the remuneration of domestic and overseas auditors and the internal control auditor for 2025, the estimated annual cap of the remuneration of Ernst & Young Hua Ming and Ernst & Young for 2026 are as follows:
| Item | Amount for 2025 | Estimated annual cap for 2026 |
|---|---|---|
| Domestic auditor (annual audit) | RMB2,480,000 | RMB2,450,000 |
| International auditor (annual audit) | RMB2,420,000 | RMB2,900,000 |
| Domestic auditor (internal control audit) | RMB280,000 | RMB450,000 |
The aforesaid resolution was considered and approved at the 14th meeting of the sixth session of the Board, and is hereby proposed at the AGM for the Shareholders' consideration and approval.
APPENDIX I
BUSINESS TO BE CONSIDERED AT THE 2025 AGM
B. TO CONSIDER AND APPROVE THE RESOLUTION IN RELATION TO THE DETERMINATION OF THE DIRECTORS' EMOLUMENTS FOR 2025 AND FORMULATION OF THE DIRECTORS' EMOLUMENTS FOR 2026
In 2025, for Directors (other than the independent non-executive Directors and external Directors) who received emoluments from the Company, their emoluments shall be determined based on the Company's overall development plan and actual operating performance in 2025 and in accordance with the requirements under the Measurement on Remuneration and Assessment (《薪酬考核辦法》). The Measurement on Remuneration and Assessment prescribes that the remuneration of the senior management shall consist of basic salary and performance bonus. The remuneration shall be based on their respective position as well as the underlying responsibilities, risks and work performance, whereas the performance bonus shall be determined based on the operating results of the Company, their performance based on their respective positions and other appraisal results.
The remuneration scheme of the Company's Directors for the year of 2026 shall be adjusted as follows: (1) remuneration for executive Directors and employee Directors: their remuneration for the year of 2026 shall consist of basic salary and performance bonus in accordance with the requirements under the Measurement on Remuneration and Assessment of the Company. The remuneration shall be based on their respective position as well as the underlying responsibilities, risks and work performance, whereas the performance bonus shall be determined based on the operating results of the Company, their performance based on their respective positions and other appraisal results. (2) remuneration for non-executive Directors and independent non-executive Directors: an allowance system shall be adopted, with the allowance for domestic independent Directors and external Directors adjusted to RMB120,000 per annum (before tax), and the allowance for Hong Kong resident independent Directors adjusted to HK$240,000 per annum, payable on a monthly basis.
Taking into account the actual circumstances of the Company as well as the working hours and performance of the Directors, the Directors' emoluments for the year of 2025 are as follows:
| Name | Position | Emoluments received from the Company in 2025 (RMB0’000, tax inclusive) |
|---|---|---|
| LI Liangbin | Chairman and executive Director | 222.76 |
| WANG Xiaoshen | Vice chairman and executive Director | 185.74 |
| SHEN Haibo | Executive Director | 102.65 |
| HUANG Ting | Executive Director | 72.77 |
| LI Chenglin | Executive Director | 85.30 |
APPENDIX I
BUSINESS TO BE CONSIDERED AT THE 2025 AGM
| Name | Position | Emoluments received from the Company in 2025 (RMB0’000, tax inclusive) |
|---|---|---|
| LUO Rong | Non-executive Director | 8.00 |
| WONG Ho Kwan | Independent non-executive Director | 18.29 |
| XU Yixin | Independent non-executive Director | 8.00 |
| XU Guanghua | Independent non-executive Director | 8.00 |
| WANG Jinben | Independent non-executive Director | 8.00 |
| LIAO Cui | Employee Director | 50.16 |
The aforesaid resolution was considered and approved at the 14th meeting of the sixth session of the Board, and is hereby proposed at the AGM for the Shareholders’ consideration and approval.
C. TO CONSIDER AND APPROVE THE PROFIT DISTRIBUTION PROPOSAL FOR 2025
As audited by Ernst & Young, in 2025, the Company recorded net profit of RMB144,000,000. Taking into account the undistributed profit at the beginning of the year of RMB13,264,000,000, and deducting the profit of RMB302,000,000 distributed for the year 2025, as of December 31, 2025, profit available for distribution amounted to RMB13,092,000,000, capital reserve amounted to RMB15,093,000,000.
The Board puts forth the Profit Distribution Proposal for 2025 in accordance with the Articles of Association and the Shareholder Return Plan for the Upcoming Three Years (2025 to 2027) (《未來三年(2025-2027年殷東回報計劃》) as follows: to distribute the Cash Dividend of RMB1.5 (tax inclusive) for every ten (10) Shares to all Shareholders with the undistributed profit based on the total share capital as at the record date at the time of distribution of annual profit; no bonus shares will be awarded, nor will any extra Share be issued by way of conversion of capital reserve.
The Cash Dividends proposed to be distributed are all denominated in RMB. Dividends for the A Shareholders and the H Shareholders through the Southbound Trading Link (the “Southbound Shareholders”) will be paid in RMB, and dividends for the H Shareholders other than the Southbound Shareholders will be paid in Hong Kong dollars. For Cash Dividends to be paid in Hong Kong dollars, the exchange rate shall be the average of the mid-point rates of RMB to Hong Kong dollars published by the People’s Bank of China for the week prior to the date of approval of declaration of dividends by the AGM. The arrangements concerning the record date for entitlement to the Shareholders’ rights for Southbound Shareholders are the same as those for the holders of H Shares. The remaining undistributed profit and capital reserves will be carried forward to the next year.
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APPENDIX I
BUSINESS TO BE CONSIDERED AT THE 2025 AGM
For the purpose of determining the entitlement of H Shareholders to the Cash Dividends, the H Share register of members of the Company will be closed from Wednesday, May 27, 2026 to Monday, June 1, 2026 (both days inclusive), during which period no transfer of H Shares will be registered. H Shareholders whose names appear on the H Share register of members of the Company at 4:30 p.m on Tuesday, May 26, 2026 are entitled to the Cash Dividends. In order to be entitled to receive the Cash Dividends, all instruments of transfers in respect of H Shares, must be lodged for registration with the Company's H Share registrar, Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17/F, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong, not later than 4:30 p.m. on Tuesday, May 26, 2026.
Taxation
According to the Enterprise Income Tax Law of the PRC (《中華人民共和國企業所得稅法》) and its implementation regulations (the "EIT Law"), the tax rate of the enterprise income tax applicable to the income of a non-resident enterprise deriving from the PRC is 10%. For this purpose, any H shares registered under the name of non-individual enterprise, including the H shares registered under the name of HKSCC Nominees Limited, other nominees or trustees, or other organizations or entities, shall be deemed as shares held by non-resident enterprise shareholders (as defined under the EIT Law). The Company will distribute the dividend to those non-resident enterprise shareholders subject to a deduction of 10% enterprise income tax withheld and paid by the Company on their behalf.
Any resident enterprise (as defined under the EIT Law) which has been legally incorporated in the PRC or which was established pursuant to the laws of foreign countries (regions) but has established effective administrative entities in the PRC, and whose name appears on the Company's H share register should deliver a legal opinion ascertaining its status as a resident enterprise furnished by a qualified PRC lawyer (with the official chop of the law firm issuing the opinion affixed thereon) and relevant documents to Company's H share register, Computershare Hong Kong Investor Services Limited, in due course, if they do not wish to have the 10% enterprise income tax withheld and paid on their behalf by the Company.
Pursuant to the Notice on the Issues on Levy of Individual Income Tax after the Abolishment of Guoshuifa (1993) No. 045 Document (《關於國稅發(1993) 045號文件廢止後有關個人所得稅徵管問題的通知》) (the "Notice") issued by the State Administration of Taxation on June 28, 2011, the dividend to be distributed by the PRC non-foreign invested enterprise which has issued shares in Hong Kong to the overseas resident individual shareholders, is subject to the individual income tax with a tax rate of 10% in general. However, the tax rates for respective overseas resident individual shareholders may vary depending on the relevant tax agreements between the countries of their residence and the PRC. Thus, 10% individual income tax will be withheld from the dividend payable to any individual shareholders of H Shares whose names appear on the H share register of members of the Company on the record date, unless otherwise stated in the relevant taxation regulations, tax treaties or the Notice.
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APPENDIX I
BUSINESS TO BE CONSIDERED AT THE 2025 AGM
The Company assumes no responsibilities whatsoever in respect of and will not entertain any claim arising from any delay in, or inaccurate determination of the status of the Shareholders or any disputes over the mechanism of withholding.
Profit distribution to investors of Northbound Trading
For investors of the Stock Exchange (including enterprises and individuals) investing in the A shares of the Company listed on the SZSE (the “Northbound Trading”), their dividends will be distributed in RMB by the Company through the Shenzhen Branch of China Securities Depository and Clearing Corporation Limited to the account of the nominee holding such shares. The Company will withhold and pay income taxes at the rate of 10% on behalf of those investors and will report to the tax authorities for the withholding. For investors of Northbound Trading who are tax residents of other countries and whose country of domicile is a country which has entered into a tax treaty with the PRC stipulating a dividend tax rate of lower than 10%, those enterprises and individuals may, or may entrust a withholding agent to, apply to the competent tax authorities for the entitlement of the rate under such tax treaty. Upon approval by the tax authorities, the paid amount in excess of the tax payable based on the tax rate according to such tax treaty will be refunded.
The record date and the date of distribution of Cash Dividends and other arrangements for the investors of Northbound Trading will be the same as those for the holders of A shares of the Company.
Profit distribution to investors of Southbound Trading
For investors of the Shanghai Stock Exchange and SZSE (including enterprises and individuals) investing in the H shares of the Company listed on the Stock Exchange (the “Southbound Trading”), the Cash Dividends for the investors of H shares of Southbound Trading will be paid in RMB. The record date and the date of distribution of Cash Dividends and other arrangements for the investors of Southbound Trading will be the same as those for the holders of H shares of the Company. As for the relevant taxation policies, pursuant to the relevant requirements under the Notice on the Tax Policies Related to the Pilot Program of the Shanghai Stock Connect (Caishui [2014] No. 81)《關於滬港股票市場交易互聯互通機制試點有關稅收政策的通知((財稅[2014]81號)》) and the Notice on the Tax Policies Related to the Pilot Program of the Shenzhen-Hong Kong Stock Connect (Caishui [2016] No. 127)《關於深港股票市場交易互聯互通機制試點有關稅收政策的通知(財稅[2016]127號)》，for dividends received by domestic individual investors from investing in the H shares of the Company listed on the Stock Exchange through Shanghai-Hong Kong Stock Connect and Shenzhen-Hong Kong Stock Connect, the Company shall withhold and pay individual income tax at the rate of 20% on behalf of the investors. For dividends received by
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APPENDIX I
BUSINESS TO BE CONSIDERED AT THE 2025 AGM
domestic securities investment funds from investing in the H shares of the Company listed on the Stock Exchange through Shanghai-Hong Kong Stock Connect and Shenzhen-Hong Kong Stock Connect, the tax payable shall be the same as that for individual investors. The Company will not withhold or pay the income tax of dividends for domestic enterprise investors and those domestic enterprise investors shall report and pay the relevant tax themselves.
Shareholders are advised to consult their tax consultants regarding the tax impacts in the PRC, Hong Kong and other countries (regions) for holding and selling the Company's shares.
The aforesaid resolution was considered and approved at the 14th meeting of the sixth session of the Board, and is hereby proposed at the AGM for the Shareholders' consideration and approval.
D. TO CONSIDER AND APPROVE THE PROPOSED RESOLUTION IN RESPECT OF GRANTING A GENERAL MANDATE TO THE BOARD FOR ISSUING H SHARES
- To grant a general and unconditional mandate to the Board and then to delegate to the chairman of the Board and his authorized person(s) by the Board to determine separately or jointly allot, issue and dispose H Shares, convertible securities, options, warrants, or similar rights of subscribing H Shares (the "Similar Rights") of the Company and the terms and conditions for the allotment, issuance and disposal of new Shares, including but not limited to:
(i) class and number of new shares to be issued;
(ii) price determination method of new shares and/or issue price (including price range);
(iii) the starting and closing dates for the issue;
(iv) class and number of the new shares to be issued to the existing shareholders; and/or
(v) the making or granting of offers, agreements, options, debt-for-equity rights and other relevant rights which might require the exercise of such powers.
- The number of H Shares (excluding shares issued in form of capital conversion from capital reserve) to be separately or jointly allotted, issued and disposed (whether pursuant to an option or otherwise) by the Board or the chairman of the Board and his authorized person(s) pursuant to the general mandate, shall not exceed $20\%$ of the total Shares in issue at the time when this resolution is passed at the AGM, respectively.
APPENDIX I
BUSINESS TO BE CONSIDERED AT THE 2025 AGM
-
If the Board or the chairman of the Board and his authorized person(s) have resolved to allot, issue and dispose H Shares or Similar Rights within the Relevant Period as defined below, and the Company has also obtained the relevant approval, permission or registration (if applicable) from the competent regulatory authorities within the validity term of the general mandate, the Board or the chairman of the Board and his authorized person(s) may complete the relevant allotment, issuance and disposal works within the validity term of such approval, permission or registration.
-
To grant the Board or the chairman of the Board and his authorized person(s) the authority to obtain approvals from the relevant government authorities and/or regulatory authorities and complete all necessary registration, filing, and other procedures (if applicable) in accordance with applicable laws (including but not limited to the Company Law of the PRC, the Hong Kong Listing Rules and Shenzhen Listing Rules) for the exercising of the general mandate.
-
The general mandate will become effective from the date of passing of this resolution at the AGM until the earlier of (the "Relevant Period"):
(i) the expiration of 12 months from the date of passing of this resolution at the AGM;
(ii) the conclusion of 2026 annual general meeting of the Company; or
(iii) the revocation or amendment of the general mandate granted under this resolution by the approval of special resolution at a general meeting by the Shareholders.
-
To grant the Board or the chairman of the Board and his authorized person(s) the authority to approve, execute and make or procure to execute and make any documents, deeds and matters, complete necessary formalities, adopt other necessary actions in connection with the allotment, issuance and disposal of any new Shares in accordance with the general mandate as considered fit.
-
To grant the Board or the chairman of the Board and his authorized person(s) to increase the registered capital of the Company and to make appropriate and necessary amendments to the Articles of Association after completion of the allotment and issuance of new shares according to the method, type and number of the allotment and issuance of new shares by the Company, and the then shareholding structure of the Company.
The aforesaid resolution was considered and approved at the 14th meeting of the sixth session of the Board, and is hereby proposed at the AGM for the Shareholders' consideration and approval.
APPENDIX I
BUSINESS TO BE CONSIDERED AT THE 2025 AGM
E. TO CONSIDER AND APPROVE THE PROPOSAL IN RESPECT OF THE GENERAL MANDATE FOR ISSUE OF DOMESTIC AND OVERSEAS BOND PRODUCTS
On the 14th meeting of the sixth session of the Board dated March 30, 2026, the Board considered and approved a resolution in relation to the general mandate for issue of domestic and overseas bond products (《關於申請發行境內外債券產品一般性授權的議案》), details of which are as follows:
To satisfy the business development needs of the Company, reduce financing cost and make use of favorable opportunities in a timely manner, it is proposed to the AGM to grant a general and unconditional mandate to the Board and then delegate to the chairman of the Board and his authorized person(s) to determine the following specific issuance matters within the scope of available bond products in accordance with relevant laws and regulation, Articles of Association and the actual conditions:
(I) Major Terms of the Issue of Bond Products
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Type of the bond products: the relevant bond products include but are not limited to short-term financing bonds, super-short term financing bonds, medium term notes, non-public targeted debt financing instruments, corporate bonds, company bonds, H share convertible bonds, offshore RMB bonds and foreign currency bonds, perpetual bonds and other domestic and offshore bond products denominated in RMB or foreign currency permitted by competent regulatory authorities.
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Size of issue: the issue size of the domestic and offshore bond products of this mandate shall not be more than RMB10 billion or equivalent amount in foreign currency (calculated based on the outstanding payable balance after the issue, while for the issue denominated in a foreign currency, calculated based on median discount price published by the People's Bank of China on the date of such issue), which can be issued either one-off or in tranches within the definite validity period.
-
Currency of issue: the currency of issue shall be determined based on the review and approval results of bond products and the domestic and overseas market conditions of bond products at the time of the issue, which may be RMB or foreign currency bond products.
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Term and interest rate: the maximum term shall be no more than 15 years, which is applicable to a single-term type or a combination of types with multiple terms; Domestic bond products without a fixed term are not subject to the aforementioned term limit. The specific composition of terms, size of issue and interest rate of each type with different terms shall be determined based on the relevant requirements and the market conditions by the Board or the chairman of the Board and his authorized persons.
-
Issuer: the issuer shall be the Company or a domestic or offshore controlled subsidiary or a special purpose vehicle of the Company, and in the case of a domestic or offshore controlled subsidiary or a special purpose company of the Company as the issuer of the bond products, the Company can provide guarantees (including the guarantee provided by the issuer of the bond products itself and/or such guarantee provided by the Company) to such subsidiaries or special purpose company within the issue size of its bond products, issue a keepwell agreement or adopt third party credit enhancement conventional methods.
-
Issue price: the specific issue price shall be determined by the Board or the chairman of the Board and his authorized persons according to relevant regulations and market conditions.
-
Use of proceeds: after deducting the issuance expenses, the proceeds to be raised from the proposed issue of the bond products are intended to be used towards meeting the demand of the Company's daily operations, repaying loans, replenishing its working capital and/or other investment acquisition purposes, and the specific use of proceeds shall be determined by the Board or the chairman of the Board and his authorized persons according to the capital needs of the Company from time to time.
-
Method of issue: method of issue shall be determined based on the review and results of issue approval of bond products and the domestic and overseas bond market conditions at the time of the issue of bond products.
-
If H Share convertible bonds are to be issued, and upon the request of share conversion applied by holders of convertible bonds, the new H Shares generated thereof may be issued under the relevant general mandate considered and approved at the AGM.
-
The bond products to be issued are proposed to be listed on the Inter-bank Bond Market, the SZSE, the Hong Kong Stock Exchange or other domestic or foreign exchanges.
APPENDIX I
BUSINESS TO BE CONSIDERED AT THE 2025 AGM
(II) Matters in Relation to the Mandate of Issue of Bond Products
- It is proposed to the AGM to grant a general and unconditional mandate to the Board and then delegate to the chairman of the Board and his authorized person(s) to decide and deal with all matters relating to the issue of the bond products at full discretion pursuant to the requirements of relevant laws and regulations and in accordance with the demands of the Company from time to time and the market conditions, including but not limited to:
(a) determining and implementing the specific terms and proposal of the issue of bond products, including but not limited to the establishment and determination of the appropriate issuer, the type of the bond products to be issued, the method of issue, the currency of issue, the nominal value of the bond products, the price of issue, the amount of issue, the interest rate of issue or its determination mechanism, the markets for issue, the timing of issue, the term of issue, issue in instalments and number of tranches (if applicable), sale back clause and redemption clause (if applicable), the right to set and increase nominal interest rate, rating, guarantees (if applicable), repayment period, conversion price, use of proceeds, placing, underwriting, debt repayment guarantee measures and all matters in respect of the issue of bond products.
(b) carrying out all necessary and ancillary actions and procedures in relation to the issue of bond products, including but not limited to, select and engage intermediary institutions, handle all approval, registration and filing procedures with the relevant regulatory authorities in connection with the issue on behalf of the Company, sign, revise and execute all necessary documents for the issue, select trustee(s) for the issue of bond products, formulate rules for meetings of the holders of the bond products, deal with any related disclosure in accordance with the applicable laws and regulations and requirements from regulatory authorities, and deal with any other matters in connection with the bond issue and trading.
(c) subject to the authorization at the AGM, if there are changes in the regulatory policies or market conditions, correspondingly revising the specific proposals and terms of the proposal for the issue of bond products in due course in accordance with the view of regulatory authorities or in the event that there are changes in the then market conditions, or determining whether to continue relevant issues based on actual situations, except for matters that require approval at the general meeting of the Company in respect of relevant laws, regulations and the Articles of Association.
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BUSINESS TO BE CONSIDERED AT THE 2025 AGM
(d) deciding and dealing with all relevant matters in connection with the proposed listing of bond products to be issued on the Inter-bank Bond Market, the SZSE, the Hong Kong Stock Exchange or other domestic or foreign exchanges according to the market conditions.
(e) to handle any other specific matters relating to the issuance of bond products and to sign all relevant or required documents.
-
To further authorize the Board to delegate to the chairman of the Board and his authorized person(s) to execute all matters in connection with the issue of bond products based on the Company’s needs and other market conditions upon approval and authorization in respect of the above matters at the AGM.
-
To authorize the chairman of the Board and his authorized person(s) to approve, execute and dispatch relevant documents, announcements and circulars and make information disclosure in accordance with the applicable rules and regulations of the relevant jurisdictions where the securities of the Company are listed.
(III) Term of the Issue of Bond Products
The mandate of the issue of the bond products shall be effective from the date of approval at the AGM to the date of convening of the 2026 annual general meeting.
If the Board or the chairman of the Board and his authorized person(s) have resolved to issue the bond products within the validity term of the mandate and the Company has also obtained the approval, permission or registration (if applicable) for the issuance from the competent regulatory authorities within the validity term of the mandate, the Board or the chairman of the Board and his authorized person(s) may complete the issue of such bond products within the validity term of such approval, permission or registration.
If the proposal is approved by the AGM, the decision of the Board and the issue of bond products domestically or abroad shall be made in accordance with the proposal within the validity period of the said mandate to issue bond products.
The aforesaid resolution was considered and approved at the 14th meeting of the sixth session of the Board, and is hereby proposed at the AGM for the Shareholders’ consideration and approval.
APPENDIX I
BUSINESS TO BE CONSIDERED AT THE 2025 AGM
F. PROPOSED DERIVATIVES TRADING WITH SELF-OWNED FUNDS
Reference is made to the overseas regulatory announcement of the Company dated March 31, 2026 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 derivative investment is limited to hedging Pilbara shares by collar option instruments, involving both offshore and over-the-counter contracts. During the effective period of the authorization, the related trading margin and premium shall not exceed RMB4 billion (or its equivalent in foreign currencies) and the maximum contract value held on each trading day shall not exceed RMB4 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.
(2) Trading size
The related trading margin and premium shall not exceed RMB4 billion (or its equivalent in foreign currencies) and the maximum contract value held on each trading day shall not exceed RMB4 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.
APPENDIX I
BUSINESS TO BE CONSIDERED AT THE 2025 AGM
(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 derivative investment is limited to hedging Pilbara shares by collar option instruments. The counterparties to the Company’s derivatives trading will be limited to 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.
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.
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BUSINESS TO BE CONSIDERED AT THE 2025 AGM
c. Operational risks
Derivatives trading is highly specialized and relatively complex, and therefore involves operational risks. Before trading, the personnel responsible for operations have 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.
(2) Risk control measures
a. The Company has formulated Venture Capital Investment Management System (《風險投資管理制度》), Futures and Derivatives Trading Management System (《期貨及衍生品交易管理制度》) 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.
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BUSINESS TO BE CONSIDERED AT THE 2025 AGM
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 and supervision 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.
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 Hong Kong 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 Hong Kong Listing Rules, the Company will comply with the relevant requirements under Chapter 14 and/or Chapter 14A of the Hong Kong Listing Rules as and when appropriate.
The aforesaid resolution was considered and approved at the 14th meeting of the sixth session of the Board, and is hereby proposed at the AGM for the Shareholders' consideration and approval.
APPENDIX I
BUSINESS TO BE CONSIDERED AT THE 2025 AGM
G. PROPOSED COMMENCEMENT OF FINANCIAL LEASING BUSINESS WITH THE COMPANY AND THE JOINT VENTURE AS JOINT LESSEES
1. Overview of the finance lease arrangement
The 14th meeting of the sixth session of the Board was held on March 30, 2026 at which the resolution on the proposed commencement of financial leasing business with the Company and the Joint Venture as joint lessees was considered and approved (關於本公司與合營公司作為聯合承租人開展融資租賃業務的議案), in order to optimize the asset allocation and enhance asset efficiency of LUYUAN DES MINES CONGO, the joint venture of the Company (“Congo Luyuan”), and accelerate the development and construction of its Mboukoumassi potassic salt ore project of Congo, it was approved that the Company and Congo Luyuan engage in a finance lease arrangement as joint lessees, with the total value of leased assets not exceeding RMB1,000 million, and a lease term not exceeding six years.
The management of the Company is hereby authorized to handle relevant formalities and sign relevant legal documents on behalf of the Company within the limits of the resolution.
2. Basic information of the joint lessee
(1) Basic Information on Congo Luyuan
Company name (Chinese/French): 剛果魯源礦業有限公司／LUYUAN DES MINES CONGO
Place of incorporation: 46 Dr. Moe Puwati Avenue, Emery Patris Lumumba District, downtown of Pointe Noire, Republic of the Congo
Business registration number: CG-PNR-01-2009-B13-01050
Date of incorporation: July 21, 2009
Registered capital: 100,000,000 FCFA (XAF 100 million)
Principal business: geological engineering exploration and implementation, prospecting and pit development, mining and exploration of mines and ores, processing and commercialization of all mines, commercial intermediary trade, other entrusted business, and industrial and commercial agent services in mining field at the Mboukoumassi potassic salt ore.
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BUSINESS TO BE CONSIDERED AT THE 2025 AGM
The shareholding structure of Congo Luyuan is as follows:
(2) The latest financial data of Congo Luyuan is as follows:
Unit: RMB0'000
| Item | December 31, 2024
(Audited) | December 31, 2025
(Audited) |
| --- | --- | --- |
| Total assets | 32,388 | 42,152 |
| Total liabilities | 32,478 | 42,250 |
| Equity attributable to owners of the parent company | -90 | -98 |
| Item | For the year 2024
(Audited) | For the year 2025
(Audited) |
| Operating revenue | - | - |
| Net profit attributable to owners of the parent company | -212 | - |
As of December 31, 2025, the gearing ratio of Congo Luyuan was $100.23\%$ .
APPENDIX I
BUSINESS TO BE CONSIDERED AT THE 2025 AGM
(3) Description of the Affiliated Relationship
Congo Luyuan is a joint venture of the Company and is not related to the Company’s de facto controllers, directors and senior management.
(4) Upon inquiry, Congo Luyuan is not a dishonest person subject to enforcement, is in good credit standing, has not been disciplined and possesses a certain capacity to fulfil contractual obligations.
3. Main contents of the finance lease
(1) Joint lessees: Ganfeng Lithium Group Co., Ltd. (Lessee 1) and LUYUAN DES MINES CONGO (Lessee 2)
(2) Business model: joint leasing
(3) Lease type: direct lease
(4) Total value of leased assets: not exceeding RMB1,000 million
(5) Leased property: certain equipment of Congo Luyuan at the Mboukoumassi potassic salt ore project located in Congo (Brazzaville), Africa
(6) Lease term: not exceeding six years
(7) Lessor: Financial leasing institutions
To the best of the Directors’ knowledge, information and belief having made all reasonable enquiries, the lessor and its ultimate beneficial owners are third parties independent of the Company and connected persons of the Company.
The final content is subject to the actual signed agreement. It is expected that the highest applicable percentage ratios (as defined under the Listing Rules) of the transaction contemplated under the proposed commencement of financial leasing business with the Company and the Joint Venture as joint lessees will be less than 5%, therefore the transaction will not constitute a notifiable transaction under Chapter 14 of the Hong Kong Listing Rules.
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BUSINESS TO BE CONSIDERED AT THE 2025 AGM
4. Impact of the transaction on the Company
The transaction will help broaden Congo Luyuan’s financing channels to satisfy its normal operational and development needs, and accelerate the development and construction of its Mboukoumassi potassic salt ore project of Congo. Having the Company and Congo Luyuan act as joint lessees will help Congo Luyuan optimize its debt structure, reduce financing costs, enhance asset utilization efficiency and allocation capabilities, and mitigate operational risks, which aligns with the Company’s overall interests and will not have a material impact on its daily operations. Congo Luyuan possesses quality assets with favorable operational performance and industry prospects, it holds the KCl resource of approximately 1.01 billion tons in the Bougouma Sy Potash Mine project in the Republic of Congo. The project is continuously advancing with a planned annual production capacity of 2 million tons of KCL products and 40,000 tons of pure bromine, it has robust debt-servicing capacity and a sound credit profile. The risks associated with the transaction are controllable, and there are no circumstances that would prejudice the interests of the Company and its minority shareholders.
The proposed commencement of financial leasing business with the Company and the Joint Venture as joint lessees is subject to the approval of the Shareholders by way of a special resolution at the AGM, and will become effective upon the approval by the Shareholders at the AGM.
H. PROPOSED APPOINTMENT OF INDEPENDENT NON-EXECUTIVE DIRECTOR
Reference is made to the announcements of the Company dated March 23, 2026 and March 30, 2026 in relation to the retirement of Mr. Xu Guanghua (“Mr. Xu”) as an independent non-executive Director, the chairman of the nomination committee of the Board and a member of the audit committee of the Board.
On March 30, 2026, the Board announces that as Mr. Xu has been serving as an independent non-executive Director since March 24, 2020, with his term approaching six years, Mr. Xu will retire as an independent non-executive Director with effect from the date of election of new independent non-executive Director at the next general meeting due to the expiration of his term of office on March 23, 2026.
APPENDIX I
BUSINESS TO BE CONSIDERED AT THE 2025 AGM
In contemplation of Mr. Xu’s retirement as an independent non-executive Director with effect from the date of election of new independent non-executive Director at the next general meeting of the Company, the Board further announces that the Board has agreed to nominate Mr. Liu Chongliang (劉崇亮) (“Mr. Liu”) as a candidate for independent non-executive Director. The term of office of Mr. Liu will be effective from the date of his election at the general meeting, and the same as that of the sixth session of the Board (except for re-election). The appointment of Mr. Liu as an independent non-executive Director is subject to consideration and approval at the general meeting of the Company. The Company will enter into a service agreement with Mr. Liu upon the approval of his appointment at the general meeting of the Company. His emoluments are determined by reference to job responsibilities and the prevailing market conditions. The Board proposes to fix Mr. Liu’s annual director’s emolument at RMB120,000.
The biographical details of Mr. Liu is set out as follows:
Mr. Liu Chongliang, aged 54, Doctor of Laws, is currently a Professor and Doctoral Supervisor at Shanghai University of Political Science and Law. He is a Sheshan Scholar of Shanghai University of Political Science and Law, an awardee of the Shanghai Pujiang Talent Program, a Council Member of the Chinese Criminology Society, Vice President of the Shanghai Prison Society, a Visiting Professor at John Jay College of Criminal Justice, The City University of New York (2017–2018), and a Legislative Advisory Expert for the Draft Revision of the Prison Law of the Legislative Affairs Commission of the Standing Committee of the National People’s Congress in 2025. Mr. Liu Chongliang has actively participated in legislative and judicial practices, and has accumulated considerable practical experience. He has achieved outstanding results in academic research, having published more than 40 papers in core journals including Global Law Review(《環球法律評論》), Law Science(《法學》), Modern Law Science(《現代法學》), Science of Law(《法律科學》), Law and Social Development(《法制與社會發展》), and Political Science and Law(《政治與法律》). He has presided over 6 national and ministerial-level projects funded by the National Social Science Fund of China, the Ministry of Education of the People’s Republic of China, and the China Law Society, among others, and has published four academic monographs.
To the best knowledge of the Board, Mr. Liu has confirmed that (i) he meets all the independence criteria as set out in Rules 3.13(1) to (8) of the Hong Kong Listing Rules; (ii) he has no past or present financial or other interests in the business of the Company and its subsidiaries and does not have any connection with any core connected person of the Company (as defined in the Hong Kong Listing Rules); and (iii) there are no other factors that may affect his independence. The Board and the nomination committee of the Board are also of the view that Mr. Liu complies with the independence guidelines under Rule 3.13 of the Hong Kong Listing Rules and consider him to be independent of the Company.
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BUSINESS TO BE CONSIDERED AT THE 2025 AGM
Save as disclosed in this circular, Mr. Liu did not hold any directorship in any other listed companies in the past three years. Mr. Liu does not take up any post in any member of the Group, nor have any relationship with any other director, senior management, substantial shareholder or controlling shareholder of the Company. Furthermore, Mr. Liu does not have any shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the laws of Hong Kong).
Save as disclosed above, there is no other information relating to the proposed appointment of Mr. Liu that shall be disclosed pursuant to Rule 13.51(2) (h) to (v) of the Hong Kong Listing Rules nor any other matter which needs to be brought to the attention of the shareholders of the Company.
According to the board diversity policy and nomination policy of the Company and at the recommendation of the nomination committee of the Board, the Board has proposed to elect Mr. Liu as an independent non-executive Director of the Company after comprehensively taking into account his education background, knowledge, skills, experience and the contributions he can make to the Board. Having reviewed Mr. Liu's professional suitability for serving as an independent non-executive Director, the Board and the nomination committee of the Board are of the view that, as described in his biography set out in this announcement, his appointment will bring valuable perspectives, knowledge, skills, and experiences to the Board to ensure its efficient and effective operation, and will facilitate the Board to achieve diversity, benefiting the Company's compliant operation, as well as robust and sustainable development.
The proposed appointment of independent non-executive Director is subject to the approval of the Shareholders by way of an ordinary resolution at the AGM, and will become effective upon the approval by the Shareholders.
I. PROPOSED CHANGE OF THE COMPANY'S OPERATING PERIOD
Given that the Company's operating period is close to expiry, in order to meet the Company's steady development and the needs of production and operation, the Company intends to change its operating period from "20 years" to "a company limited by shares existing in perpetuity" and authorizes relevant personnel to handle the industrial and commercial registration change procedures.
The proposed change of the Company's operating period is subject to the approval of the Shareholders by way of a special resolution at the AGM, and will become effective upon the approval by the Shareholders.
NOTICE OF THE 2025 AGM
穗锋锾业
Ganfeng Lithium
Ganfeng Lithium Group Co., Ltd.
江西贛錄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 2025 AGM
NOTICE IS HEREBY GIVEN that the 2025 annual general meeting (the “AGM”) 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 Wednesday, May 20, 2026 at 2:00 p.m. for the following purposes. Unless otherwise stated, the terms used herein and in the following resolutions shall have the same meanings as defined in the circular of the Company dated April 15, 2026 (the “Circular”), for which the notice convening the AGM shall constitute a part. The following resolutions shall be considered and approved, if thought fit, at the AGM:
ORDINARY RESOLUTIONS
- Work Report of the Board for 2025
- 2025 annual report, summary of the annual report and annual results announcement
- 2025 financial report as respectively audited by the domestic and overseas auditors
- Engagement of domestic and overseas auditors and the internal control auditor for 2026 and determination of remuneration
- Profit distribution proposal for 2025
- Determination of the Directors’ emoluments for 2025 and formulation of the Directors’ emoluments for 2026
- Proposed appointment of independent non-executive Director
- Proposed derivatives trading with self-owned funds
NOTICE OF THE 2025 AGM
SPECIAL RESOLUTIONS
- Grant of general mandate to the Board
- General mandate to issue domestic and overseas bond products
- Proposed commencement of financial leasing business with the Company and the Joint Venture as joint lessees
- Proposed change of the Company's operating period
By order of the Board
GANFENG LITHIUM GROUP CO., LTD.
LI Liangbin
Chairman
April 15, 2026
As at the date of this notice, the Board of the Company comprises Mr. LI Liangbin, Mr. WANG Xiaoshen, Mr. SHEN Haibo, Ms. HUANG Ting and Mr. LI Chenglin as executive directors of the Company; Ms. LUO Rong as non-executive director of the Company; Mr. WANG Jinben, Mr. WONG Ho Kwan, Mr. XU Jianzhang and Mr. XU Guanghua as independent non-executive directors of the Company; and Ms. LIAO Cui as employee director of the Company.
Notes:
(A) In order to determine the list of shareholders of the Company who will be entitled to attend and vote at the AGM, the registers of members of the Company will be closed from Friday, May 15, 2026 to Wednesday, May 20, 2026, 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 ("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 Thursday, May 14, 2026 shall be entitled to attend and vote at the AGM. In order for the holders of H Shares to qualify to attend and vote at the AGM, 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 Thursday, May 14, 2026 for registration.
(B) Holders of H Shares intending to attend the AGM (or any adjournment thereof) should complete and return the reply slip for attending the AGM (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 20 days before the AGM (i.e. on or before Thursday, April 30, 2026).
NOTICE OF THE 2025 AGM
(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 AGM (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 AGM (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 AGM (i.e. not later than 2:00 p.m. on Tuesday, May 19, 2026, 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 AGM.
(G) A shareholder of the Company or his proxy should produce proof of identity when attending the AGM (or any adjournment thereof). If a corporate shareholder’s legal representative or any other person duly authorized by such corporate shareholder attends the AGM (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 AGM (or any adjournment thereof) is expected to last for one day. Shareholders who attend the AGM (or any adjournment thereof) shall bear their own travelling and accommodation expenses.
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