THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in doubt as to any aspect of this circular or as to the action to be taken, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Jiangsu Lopal Tech. Co., Ltd., you should at once hand this circular to the purchaser or transferee or to the bank, stockbroker 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.

Lopal

忠辅科技

Jiangsu Lopal Tech. Co., Ltd.

江蘇龍蟠科技股份有限公司

(a joint stock company incorporated in the People's Republic of China with limited liability)

(Stock Code: 2465)

(1) MAJOR TRANSACTION

IN RELATION TO PUT OPTIONS;

(2) PROVISION OF GUARANTEES BY THE CONTROLLING

SHAREHOLDERS AND THE ACTUAL CONTROLLERS FOR THE

COMPREHENSIVE CREDIT FACILITIES OF THE GROUP;

(3) APPLICATION FOR COMPREHENSIVE CREDIT FACILITIES

AND GUARANTEE LIMITS FOR THE YEAR 2025;

(4) UTILIZATION OF SELF-OWNED FUNDS OF THE GROUP

FOR CASH MANAGEMENT;

(5) GENERAL MANDATE TO ISSUE H SHARES;

AND

(6) NOTICE OF 2025 SECOND

EXTRAORDINARY GENERAL MEETING

A letter from the Board is set out on pages 6 to 29 of this circular.

A notice convening the EGM to be held at 2nd Floor, Large Conference Room, No. 6 Hengtong Avenue, Nanjing Economic and Technological Development Zone, Nanjing, Jiangsu Province, PRC on Thursday, April 17, 2025 at 2:00 p.m. is set out on pages EGM-1 to EGM-3 of this circular. 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 Wednesday, April 16, 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.

March 27, 2025

CONTENTS

Page

Definitions 1

Letter from the Board 6

Appendix I — Financial Information of the Group 30

Appendix II — General Information 33

Appendix III — Business to be Considered at the EGM 42

Notice of 2025 Second Extraordinary General Meeting EGM-1

DEFINITIONS

In this circular, unless the context otherwise requires, the following expressions shall have the following meanings:

“Actual Controllers” the actual controllers of the Company with the meaning ascribed thereto under the Company Law of the People’s Republic of China

“Affiliate” with respect to any party to the Subscription Agreement and Shareholders Agreement, any entity that, directly or indirectly, controls, is controlled by, or is under common control with such party at any time during the period for which the determination of affiliation is being made

“Board” the board of Directors

“Business” the business of the Target Company, the main components of which consist of (i) the construction, operation and maintenance of a manufacturing facility (the “Facility”) for the process improvement and production of the cathode active materials for use in electronic vehicle batteries (the “EV Products”), energy storage system (the “ESS Products”), and other lithium battery products (together with the EV Products and the ESS Products, the “Products”), (ii) the materials development and procurement, sale, distribution and otherwise commercialization of the Products, (iii) any other activities and businesses as mutually agreed to between the parties to the Shareholders Agreement and (iv) any other activities related and/or ancillary to the foregoing

“Business Day” any day that is not a Saturday, Sunday or other day on which banks are required or authorized by Law to be closed in Jakarta, Indonesia or Seoul, Korea

“Change of Control” in relation to any party to the Shareholders Agreement, any direct or indirect change of control of such party (whether through merger, consolidation, sale of shares or other equity interests, or otherwise), through a single transaction or series of related transactions, provided, however, that Change of Control shall not include any intra-group restructuring

“Changzhou Liyuan” Changzhou Liyuan New Energy Technology Co., Ltd. (常州锂源新能源科技有限公司), a limited liability company established in the PRC and a direct non-wholly owned subsidiary of the Company

“close associate(s)” has the meaning ascribed thereto under the Listing Rules

“Closing” the closing of the transaction contemplated under the Subscription Agreement

DEFINITIONS

“Closing Date”	the date of the Closing
“Company”	Jiangsu Lopal Tech. Co., Ltd. (江蘇龍蟠科技股份有限公司), a joint stock company established in the PRC, the A shares of which are listed on the Shanghai Stock Exchange (SSE: 603906) and the H shares of which are listed on the Main Board of the Stock Exchange (HKEX: 2465)
“Controlling Shareholders”	the controlling shareholders of the Company with the meaning ascribed thereto under the Listing Rules
“Director(s)”	the director(s) of the Company
“EGM”	the 2025 second extraordinary general meeting of the Company to be convened on Thursday, April 17, 2025 at 2:00 p.m. for the Shareholders to consider and, if thought fit, to approve, among other things (i) the Transaction Documents and the transactions contemplated thereunder; (ii) the provision of guarantees by the Controlling Shareholders and the Actual Controllers for the comprehensive credit facilities of the Group; (iii) the application for comprehensive credit facilities and guarantee limits for the year 2025; (iv) the utilization of self-owned funds of the Group for cash management and (v) the grant of general mandate to the Board to issue H Shares
“Encumbrance”	any charge, mortgage, pledge, lien, hypothecation, retention of title, security interest, easement, covenant, option, or voting trust agreement, or any other restriction on use, voting, transfer, or exercise of any other attribute of ownership; provided, however, that a right of first refusal shall not be construed as an Encumbrance
“Fair Market Value”	the aggregate amount of the consideration that would be paid for all the target shares by a willing buyer in an arms-length transaction as of any date which will be determined by a valuer who is either an internationally recognized accounting firm or qualified international valuation firm to be mutually agreed by the Investor and LBM
“Fully Diluted Basis”	when used with respect to the issued and outstanding share capital of the Target Company, the total number of all capital stocks which are or would be issued and outstanding assuming the full exercise, conversion or exchange of any option, right, warrant or other security that is exercisable, convertible or exchangeable into capital stocks

DEFINITIONS

“Group”	the Company and its subsidiaries as at the Latest Practicable Date
“IDR”	the lawful currency of Indonesia
“Independent Third Party(ies)”	third party(ies) independent of the Company and its connected persons (having the meaning ascribed to it under the Listing Rules)
“Indonesia Phase 1 Plant”	the initial phase of the business of the Target Company, which shall consist of (i) the construction, operation and maintenance of a manufacturing facility for the process improvement and production of the cathode active materials for use in electric vehicle batteries, energy storage system, and other lithium battery products, (ii) the materials development and procurement, sale, distribution and otherwise commercialization of the cathode active materials, (iii) any other activities and businesses as mutually agreed to between the shareholders of the Target Company and (iv) other activities related and/or ancillary to the foregoing
“Investor”	LG Energy Solution, Ltd., a corporation duly organized and validly existing under the Laws of the Republic of Korea
“Investor Shares Price”	as of the Relevant Date, the Fair Market Value of the Target Company divided by the total number of issued and outstanding shares of the Target Company
“IPO”	an initial public offering of a company’s shares on the Singapore Exchange Securities Trading Limited or any other internationally recognised stock exchange
“IRR”	the annual, compounded internal rate of return achieved from the Closing Date until the date of payment for the Subscription Shares, calculated without reduction for any taxes imposed thereon
“Latest Practicable Date”	March 25, 2025, being the latest practicable date prior to the publication of this circular for ascertaining certain information in this circular
“LBM”	LBM New Energy (AP) Pte. Ltd. (formerly known as Lopal Tech Singapore Pte. Ltd.), a private company limited by shares incorporated in Singapore and an indirect non-wholly owned subsidiary of the Company

DEFINITIONS

"LBM Singapore"
LBM New Energy Singapore Pte. Ltd., an indirect non-wholly owned subsidiary of the Company which is wholly-owned by LBM

"LFP"
lithium iron phosphate (LiFePO4)

"Listing Rules"
the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited

"Long-Stop Date"
the close of business on the date falling six (6) months from the date of Subscription Agreement (or such other later date as the parties to the Subscription Agreement may agree)

"Losses"
any and all claims, liabilities, damages, fines, penalties, losses, diminution in value, loss of profits, costs and expenses (including amounts paid in settlement, interest, court costs and reasonable attorneys' fees, and including any costs and expenses of remediation obligations)

"Material Adverse Effect"
means any fact, effect, event, circumstance, change or development which, alone or together with any other such effect, event, circumstance or development, materially and adversely affects, or would reasonably be expected to materially and adversely affect, the business, operations, prospects, condition (financial or otherwise) and results of operation of the Target Company, taken as a whole, or materially impairs, or would reasonably be expected to impair, ability of any parties to the Subscription Agreement to perform its obligations or consummate the transactions contemplated under the Subscription Agreement

"Put Options"
the FEOC Put Option and the Change of Control Put Option

"Qualifying IPO"
an IPO of LBM that takes place at a time prior to the completion of an IPO of the Target Company

"Qualifying Pre-IPO Shares"
the number of shares of LBM to be issued by the LBM and to be subscribed by the Investor as a result of exercise of the IPO Subscription Right by the Investor

"Qualifying Pre-IPO Shares Price"
as of the Relevant Date, the Fair Market Value of the LBM divided by the total number of issued and outstanding shares of the LBM

"Relevant Date"
the date of delivering a written notice in accordance with the Side Letter Agreement to require the LBM to issue Qualifying Pre-IPO Shares to the Investor in connection with the IPO Subscription Right

DEFINITIONS

"Shareholder(s)" the shareholder(s) of the Company

"Shareholders Agreement" the shareholders agreement dated February 21, 2025 entered into among LBM, the Target Company and the Investor, which will take effect on and from the Closing Date

"Side Letter Agreement" the side letter agreement dated February 21, 2025 entered into among the Company, Changzhou Liyuan, LBM, the Target Company and the Investor

"Stock Exchange" The Stock Exchange of Hong Kong Limited

"Subscription" the allotment and issuance of Subscription Shares by the Target Company to Investor in accordance with the terms and conditions of the Subscription Agreement

"Subscription Agreement" the subscription agreement dated February 21, 2025 entered into among LBM, the Target Company and the Investor in connection with the subscription of Subscription Shares by the Investor

"Target Company" PT LBM Energi Baru Indonesia, a foreign investment company established under the laws of the Republic of Indonesia in February 2023, an indirect non-wholly owned subsidiary of the Company which is owned as to 99.99% by LBM as of the Latest Practicable Date

"Target Group" the Target Company and its subsidiaries

"Target Shares" the common stock, par value of IDR 1,000,000 per share, of the Target Company

"Transaction Documents" collectively, the Subscription Agreement, the Shareholders Agreement and the Side Letter Agreement

LETTER FROM THE BOARD

Jiangsu Lopal Tech. Co., Ltd.

江蘇龍蟠科技股份有限公司
(a joint stock company incorporated in the People's Republic of China with limited liability)
(Stock Code: 2465)

Executive Directors:
SHI Junfeng (Chairman)
LU Zhenya
QIN Jian
SHEN Zhiyong
ZHANG Yi

Non-Executive Director:
ZHU Xianglan

Independent Non-Executive Directors:
LI Qingwen
YE Xin
GENG Chengxuan
HONG Kam Le

Registered Office and
Headquarters in the PRC:
No. 6 Hengtong Avenue
Nanjing Economic and Technological
Development Zone
PRC

Head Office and Principal Place of
Business in Hong Kong:
46/F, Hopewell Centre
183 Queen's Road East
Wan Chai
Hong Kong

March 27, 2025

To the Shareholders

Dear Sir/Madam,

(1) MAJOR TRANSACTION
IN RELATION TO PUT OPTIONS;
(2) PROVISION OF GUARANTEES BY THE CONTROLLING
SHAREHOLDERS AND THE ACTUAL CONTROLLERS FOR THE
COMPREHENSIVE CREDIT FACILITIES OF THE GROUP;
(3) APPLICATION FOR COMPREHENSIVE CREDIT FACILITIES
AND GUARANTEE LIMITS FOR THE YEAR 2025;
(4) UTILIZATION OF SELF-OWNED FUNDS OF THE GROUP
FOR CASH MANAGEMENT;
(5) GENERAL MANDATE TO ISSUE H SHARES;
AND
(6) NOTICE OF 2025 SECOND
EXTRAORDINARY GENERAL MEETING

LETTER FROM THE BOARD

INTRODUCTION

Reference is made to the announcement of the Company dated February 21, 2025 in respect of, among others, the deemed disposal of equity interest in the Target Company and the relevant put options granted to the Investor. The purposes of this circular are to provide the Shareholders with further details of, and to give the Shareholders the notice of the EGM to consider and, if thought fit, to approve (i) the Transaction Documents and the transactions contemplated thereunder; (ii) the provision of guarantees by the Controlling Shareholders and the Actual Controllers for the comprehensive credit facilities of the Group; (iii) the application for comprehensive credit facilities and guarantee limits for the year 2025; (iv) the utilization of self-owned funds of the Group for cash management; and (v) the grant of general mandate to the Board to issue H Shares.

(1) THE SUBSCRIPTION AGREEMENT

The Board is pleased to announce that on February 21, 2025 (after trading hours), LBM, the Target Company and the Investor entered into the Subscription Agreement. Pursuant to the Subscription Agreement, at the Closing, the Target Company shall issue to the Investor, and the Investor shall subscribe for, a total of 255,930.64 newly issued Target Shares for an aggregate subscription price of USD15,970,911.12, which upon issuance will collectively represent 20% of the issued and outstanding share capital of the Target Company on a Fully Diluted Basis.

Principal Terms of the Subscription Agreement

The principal terms of the Subscription Agreement are set out below:

Date

February 21, 2025 (after trading hours)

Parties

(1) LBM
(2) the Target Company
(3) the Investor

(Collectively referred to as the "Parties", and each, a "Party")

To the best knowledge, information and belief of the Directors, having made all reasonable enquires, the Investor and its respective ultimate beneficial owner(s) are Independent Third Parties as at the Latest Practicable Date.

LETTER FROM THE BOARD

Subscription

Subject to the terms and subject to the conditions of the Subscription Agreement, at the Closing, the Target Company shall issue to the Investor, and the Investor shall subscribe for, a total of 255,930.64 newly issued Target Shares (the “Subscription Shares”) for an aggregate subscription amount of USD15,970,911.12 (“Subscription Price”) at a per share subscription price of USD62.40, which upon issuance shall represent 20% of the issued and outstanding share capital of the Target Company on a Fully Diluted Basis immediately upon the Closing.

It is contemplated that, upon Closing, the Company will hold approximately 64.03% of the equity interest in Changzhou Liyuan, which will hold 54.65% of the equity interest in LBM, and LBM and LBM Singapore (a wholly-owned subsidiary of LBM) will collectively hold 80% of the equity interest in the Target Company. Upon Closing, the Target Company will remain as a subsidiary of the Company and its financial results will continue to be consolidated with the Group.

Subscription Price

The Subscription Price shall be paid by the Investor to the Target Company on the Closing Date in cash by wire transfer in accordance with the Subscription Agreement, and was determined based on arm’s length negotiations between the Parties on normal commercial terms. The total Subscription Price of USD15,970,911.12 was determined after taking into account that (i) the expected capital requirements of the Target Company; (ii) the amount of capital contributed by LBM to the Target Company of USD63,883,644.49 for 1,023,622.56 Target Shares (equivalent to USD62.40 per Target Shares) as of the date of the Subscription Agreement; and (iii) that the Indonesia Phase 1 Plant has only commenced its operation. The aforesaid expected capital requirements, which were calculated by adding the fixed asset investment and working capital needs, will be satisfied through multiple sources. The Company and the Investor have agreed that USD80 million, representing a portion of the expected capital requirements, which was determined by the Company and the Investor with reference to the short term capital needs for the construction of Indonesia Phase 1 Plant and the purchase of facilities and equipment for operation, shall be invested into the Target Company with LBM and the Investor contributing USD63,883,644.49 and USD15,970,911.12, respectively. The Subscription Price of USD15,970,911.12 represents approximately 20% of the partial capital requirements of USD80 million, reflecting the Investor’s 20% equity interest in the Target Company upon Closing. The remaining capital requirements will be funded through the Target Company’s future operating profits and additional financing options including bank loans. Upon Closing, the Target Company will be owned as to 80% by the Group and 20% by the Investor in proportion to the shareholders’ capital contribution in the Target Company. As the price (USD62.40) per Target Share payable by the Investor is equivalent to the price per Target Share paid by LBM to the Target Company and the Group will continue to retain 80% interest in the Target Company, the Board is of the view that the Subscription Price is in the interest of the Company and its shareholders as a whole.

LETTER FROM THE BOARD

Use of Proceeds

The Target Company shall apply approximately half of the proceeds from the Subscription for the settlement of the final payment to the contractors for the construction of the Indonesia Phase 1 Plant, and the remaining half for the purchase of relevant facilities and equipment for the operation of the Indonesia Phase 1 Plant. It is expected that the proceeds will be fully utilized by the end of the third quarter of 2025.

Conditions Precedent

Closing is subject to the satisfaction, on or prior to the Closing, of the conditions precedents (the "Conditions") summarised below:

(1) the representations and warranties made by the Target Company and LBM as set out in the Subscription Agreement (without giving effect to any materiality or Material Adverse Effect qualifications therein) shall be true and correct in all material respects as of the date of the Subscription Agreement and as of the Closing Date;

(2) the Target Company and LBM shall have performed in all material respects the covenants and obligations required under the Subscription Agreement to be performed by them prior to or at the time of the Closing;

(3) there has not occurred prior to the Closing Date any event or circumstance that results in or is reasonably expected to result in a Material Adverse Effect on the Target Company;

(4) all necessary corporate procedures have been completed by the Target Company;

(5) the Target Company and LBM shall have provided to the Investor written proof evidencing that (i) LBM has subscribed for 1,023,622.56 Target Shares for an aggregate subscription price of USD63,883,644.49 and (ii) construction of a manufacturing facility of the Target Company has been completed. As of the Latest Practicable Date, the above subscription for 1,023,622.56 Target Shares by LBM has completed;

(6) the representations and warranties made by the Investor as set out in the Subscription Agreement (without giving effect to any materiality or Material Adverse Effect qualifications therein) shall be true and correct in all material respects as of the date of the Subscription Agreement and as of the Closing Date;

(7) the Investor shall have performed in all material respects the covenants and obligations required under the Subscription Agreement to be performed by it prior to or at the time of the Closing;

LETTER FROM THE BOARD

(8) no order, stay, decree, judgment or injunction shall have been issued, entered, promulgated or enforced by any government authority of competent jurisdiction which restrains, prohibits or prevents the consummation of the transactions contemplated thereunder;

(9) all requisite approvals shall have been obtained or given, including but not limited to the completion of the merger filing in People's Republic of China;

(10) the Shareholders Agreement shall have been entered into and remain effective by and among the Investor, LBM and the Target Company; and

(11) the Phase 1 Offtake Agreement (as defined below) shall have been entered into by and between the Investor and the Target Company.

The Conditions set out in paragraphs (1) to (5) above and (6) to (7) above can be waived by the prior written approval of the Investor and Target Company, respectively. The Conditions set out in paragraph (1) to (5) above shall be satisfied to the satisfaction of the Investor as soon as possible and in any event on or before the Long-Stop Date. For the avoidance of doubt, any condition or requirement in relation to the Company's compliance with the Listing Rules cannot be waived by the Investor under any circumstances. As of the Latest Practicable Date, Conditions set out in paragraphs 10 and 11 have been fulfilled.

Closing

The Closing shall take place on the date falling on the fifteenth (15th) Business Day following the satisfaction or waiver (by the Party entitled to waive such condition) of all of the Conditions, or such other date, time or place as the Parties may agree in writing.

SHAREHOLDING STRUCTURE OF THE TARGET COMPANY

Set out below is the shareholding structure of the Target Company immediately before and after the Closing:

Shareholders	Immediately before the Closing		Immediately after the Closing
	Number of Target Shares	Approximately shareholding percentage (%)	Number of Target Shares	Approximately shareholding percentage (%)
LBM	1,023,622.56	99.99	1,023,622.56	79.99
LBM Singapore	100	0.01	100	0.01
Investor	—	—	255,930.64	20.00
Total	1,023,722.56	100.00	1,279,653.20	100.00

LETTER FROM THE BOARD

SHAREHOLDERS AGREEMENT

In connection with the Subscription Agreement, on February 21, 2025 (after trading hours), LBM, the Target Company and the Investor have entered into the Shareholders Agreement, which will take effect on and from the Closing Date. The principal terms of the Shareholders Agreement are set out below:

Date

February 21, 2025 (after trading hours)

Parties to the Shareholders Agreement

(1) LBM
(2) the Target Company
(3) the Investor

(Collectively referred to as the "Parties", and each, a "Party"; LBM and the Investor being "Target Shareholders")

Shareholders' Rights and Obligations

The Shareholders Agreement sets out the rights and obligations of the Parties thereto in relation to the management and operations of Target Company and shall take effect upon the Closing Date. In particular, it contains the following key provisions in relation to the Investor's rights and obligations as a shareholder of Target Company:

Pre-emptive right, right of first refusal and tag-along rights

The Investor shall enjoy the pre-emptive right, right of first refusal, tag-along right and drag-along right that are customary and not subordinated to other shareholders of the Target Company.

Rights in relation to Phase 1 and Phase 2 of the Business

Phase 1

LBM and the Investor acknowledge and agree that each shall participate in the initial phase of the Business.

LETTER FROM THE BOARD

As of the Latest Practicable Date, the construction of Indonesia Phase 1 Plant has been completed and in the production stage, with an estimated annual production capacity of 30,000 tons of LFP cathode materials.

Phase 2

The Phase 2 Facility is designed to provide an annual production capacity of 90,000 tons of LFP cathode materials. It is currently under construction and the construction of which is currently scheduled for completion by the end of 2025.

If LBM decides to establish an additional manufacturing facility in Indonesia for the production of the Products (as defined below) ("Phase 2 Facility" under "Phase 2"), it must notify the Investor in writing ("Phase 2 Notice"). The Investor will have the right to decide whether to participate in the Phase 2 Facility.

If the Investor elects to participate, the Phase 2 Facility shall be established by the Target Company and the terms of participation in the establishment of the Phase 2 Facility shall be substantially the same between LBM and Investor, provided that the participation ratio between LBM and Investor shall be subject to further discussion after the delivery of the Phase 2 Notice. If the Investor declines or does not respond to Phase 2 Notice, LBM may proceed to establish the Phase 2 Facility to be owned and maintained by an entity other than the Target Company or its subsidiaries with or without participation of permitted third parties.

An offtake agreement with the Investor (the "Phase 1 Offtake Agreement") has been entered into on February 22, 2024, which was subsequently amended by a separate offtake agreement (the "Phase 2 Offtake Agreement", together with Phase 1 Offtake Agreement, the "Offtake Agreements") entered into on December 24, 2024, pursuant to which the Investor shall have the right to purchase the Products on terms of pricing not less favorable than the Products price under the Phase 1 Offtake Agreement subject to discussion between the Investor and LBM. Please refer to the subsection "Material Terms of the Offtake Agreements" below for further details of the Offtake Agreements.

Material terms of the Offtake Agreements

The Phase 1 Offtake Agreement was executed in February 2024 to establish a continuous and stable purchase and supply relationship for a period of five years from 2024 to 2028, pursuant to which, Changzhou Liyuan and its Affiliates shall supply to the Investor and its Affiliates ("Offtake Buyers"), and the Offtake Buyers shall buy from Changzhou Liyuan and its Affiliates LFP cathode materials, with a total supply target (the "Target Quantity") of 160,000 tons of LFP cathode materials over the said period and the Group and the Investor shall use their best efforts to cooperate in the supply and purchase for additional 360,000 tons of LFP cathode materials (the "Optional Commitment"). For the avoidance of doubt, the Target Quantity and the Optional Commitment are both non-legally binding and subject to arm's length negotiation between the parties to the Phase 1 Offtake Agreement. The pricing mechanism was designed to be flexible, with prices determined on a monthly basis with reference to the prevailing market price of relevant raw material posted on Shanghai Metal Market.

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LETTER FROM THE BOARD

The Phase 2 Offtake Agreement was executed in December 2024 to modify and supplement the Phase 1 Offtake Agreement as a strategic extension of the Phase 1 Offtake Agreement. Following the entering into of the Phase 2 Offtake Agreement, the supplier base was expanded to include Changzhou Liyuan, LBM and their Affiliates ("Offtake Sellers") as suppliers, the Target Quantity increased from 160,000 tons to 260,000 tons of LFP cathode materials, and the quantity of which the Optional Commitment relate is correspondingly reduced from 360,000 tons to 260,000 tons of LFP cathode materials for the same period as the Phase 1 Offtake Agreement, i.e., a five-year period from 2024 to 2028. Except for the aforesaid, there are no other material modifications or supplements to the Phase 1 Offtake Agreement by the Phase 2 Offtake Agreement.

Under the Offtake Agreements, the Offtake Sellers only have the obligation to supply LFP cathode materials up to 130% of the stipulated quantity for each year as set out in the Phase 2 Offtake Agreement (the "Maximum Supply Quantity Commitment"). In the event that Offtake Sellers deliver less than the quantity ordered by Offtake Buyers in any year, the Offtake Sellers shall be obligated to compensate the Offtake Buyers for damages or losses thereby incurred; provided, however, that such compensation obligation under the Offtake Agreements shall be limited to damages or losses arising from the shortfall between the actual delivery quantity by the Offtake Sellers and the Maximum Supply Quantity Commitment. Conversely, the Offtake Buyers shall purchase LFP cathode materials for at least 60% of the stipulated quantity for each year as set out in the Phase 2 Offtake Agreement (the "Minimum Purchase Quantity Commitment"). If the aggregated quantity purchased by the Offtake Buyers each year is less than the Minimum Purchase Quantity Commitment due to reasons solely attributable to the Offtake Buyers, the difference shall be considered a "Shortfall," and under such circumstances, the Offtake Buyers shall pay for the actual loss incurred by the Offtake Sellers resulting from the Shortfall, provided that such amount paid by the Offtake Buyers for the Shortfall shall not exceed the sum of a predetermined USD-per-kg rate multiplied by the Shortfall for the quantity not fulfilled. The aforesaid USD-per-kg rate is calculated based on the manufacturing costs of the Offtake Sellers incurred in preparation for fulfilling the stipulated quantity that the Offtake Buyers shall procure for each year under the Offtake Agreements, including costs of advance raw materials procurement and production expenses. The payment shall be paid in the first quarter of the following year. For the avoidance of doubt, the Investor will not be deemed in breach of the Phase 2 Offtake Agreement where it fulfills the Minimum Purchase Quantity Commitment but purchases less than the Target Quantity which is only regarded as a target amount of purchase instead of a legally binding amount of purchase under the Phase 2 Offtake Agreement.

Despite the increase in the Target Quantity, the production capacities of the Indonesia Phase 1 and Phase 2 Facilities are not exclusively allocated to fulfilling the supply commitments thereunder. The Indonesia Phase 1 Plant shall prioritize the fulfillment of the Target Quantity to the Investor. Given that the Group's production facilities in Indonesia remain in the expansion phase, meaningful percentage allocations for the coming years cannot be predicted. The Company currently expects that by the end of 2025, approximately two-thirds of the aggregate production capacity of the Group in Indonesia, equivalent to approximately 7.4% of the Group's total production capacity of LFP cathode materials, will be utilized for the fulfillment of the Target Quantity. The residual production capacity

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LETTER FROM THE BOARD

of the aforementioned facilities shall be allocated to other customers of the Group. The Company maintains that the combined production capacity of both facilities will adequately support its contractual obligations under both Offtake Agreements. In fact, the Target Quantity represents only a portion of the Group's total production capacity, and the Group currently foresee no difficulties in maintaining adequate flexibility to service additional customers and address further market requirements for LFP cathode materials.

For the avoidance of doubt, the Phase 1 Offtake Agreement and the Phase 2 Offtake Agreement are not linked to the Indonesia Phase 1 Plant and the Phase 2 Facility, respectively. In other words, the supply target under each of the Offtake Agreements are not intended to be fulfilled solely by their correspondingly named production facilities. Instead, both Offtake Agreements represent overall procurement target by the Investor from the Group, and the Group retains flexibility in allocating production capacities across its various facilities to adequately satisfy the total target quantities under both Offtake Agreements.

The Board, having carefully reviewed the terms of the Offtake Agreements, is of the view that the terms of the Offtake Agreements are fair and reasonable and the entering into of the Offtake Agreements is in the interests of the Company and the Shareholders as a whole for the following reasons:

(i) the Offtake Agreements provide the Group with long-term and stable sales for a substantial volume of LFP cathode materials over a five-year period from 2024 to 2028. The progressive increase in Target Quantity of LFP cathode materials from 160,000 tons under the Phase 1 Offtake Agreement to 260,000 tons under the Phase 2 Offtake Agreement demonstrates the strategic value of this partnership and provides enhanced visibility for the Company's future revenue streams. In particular, the willingness of the Investor to enter into the Phase 2 Offtake Agreement at this stage, which serves as an amendment to the Phase 1 Offtake Agreement, demonstrates the Investor's continued confidence in the Group's expansion plans and production capacity. This enhanced target quantity provides greater certainty for the Company's business development and strategic planning.

(ii) the Investor is one of the world's leading electric vehicle battery manufacturers and a company listed on the Korea Stock Exchange with a strong market position and credible financial standing. Entering into long-term agreements with a high-quality customer such as the Investor not only provides revenue certainty but also enhances the Company's market reputation in the global market, potentially attracting more business opportunities. In particular, by entering into the Phase 2 Offtake Agreements, it effectively ensures the absorption of future production capacity of the Group and provides certainty for the Group's revenue streams; and

(iii) in the LFP cathode material industry, it is not customary practice for downstream customers to commit contractually to fixed purchase volumes, nor to accept penalty provisions for failure to meet minimum purchase requirements. The Investor's acceptance of the Minimum Purchase Quantity Commitment, coupled

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LETTER FROM THE BOARD

with the corresponding liability provisions for non-fulfillment, constitutes terms that are materially more favorable than prevailing industry standards and affords the Company significant assurance with respect to downstream sales stability and revenue predictability.

Termination Put Option

According to the Shareholders Agreement, upon expiration of the term or termination not attributable to any party to the Phase 1 Offtake Agreement (as amended by the Phase 2 Offtake Agreement), the Investor shall have an option to require LBM to purchase all of its Subscription Shares at the Subscription Price (the "Termination Put Option").

The Board is of the view that the Termination Put Option is fair and reasonable and in the interest of the Company and the Shareholders as a whole because the Subscription was fundamentally motivated by and structured around the Offtake Agreements, creating an interdependent relationship between the Subscription and offtake activities. Its expiration without renewal or non-fault termination ends the basis for collaboration between the Target Company and the Investor. The Termination Put Option provides a balanced risk allocation mechanism while being specifically limited to termination scenarios not attributable to either party, thus protecting the interests of all stakeholders while offering the Investor a reasonable exit mechanism at their original subscription price.

Transfer Restrictions

From the Closing until the expiration date of the Phase 1 Offtake Agreement, Target Shareholders covenant and agree not to transfer any of their respective Target Shares (excluding any transfers to any Affiliate(s) of Target Shareholders in accordance with the Shareholders Agreement) without the prior written consent of the other party not transferring the Target Shares.

Right of Appointment

The Target Company shall have the following executives (the "Executives"):

(1) One (1) chief executive officer (the "CEO"), who shall be nominated by LBM and the Target Shareholders shall procure that such nominee is appointed to such position at the applicable meeting of the board of directors of the Target Company ("Target Board"); and

(2) One (1) deputy director of finance, who shall be nominated by the Investor and the Target Shareholders shall procure that such nominee is appointed to such position at the applicable Target Board meeting.

The board of the Target Company shall consist of three directors. LBM shall be entitled to nominate and have two directors elected and appoint one of the two directors to act as the president director who shall serve as the chairman of all meetings of the board of the Target Company. The Investor shall be entitled to nominate and have one director elected.

LETTER FROM THE BOARD

Put Options

FEOC

Each of the Parties acknowledges that the EV Products (as defined below) shall be (i) used to produce and sell “Eligible Components” (within the meaning of Section 45X(c)(1) of the U.S. Internal Revenue Code) that may be eligible for a “Advanced Manufacturing Production Credit” under Section 45(X) of the U.S. Internal Revenue Code, and (ii) used to manufacture or assemble lithium-ion batteries intended for vehicles that may qualify for the “Clean Vehicle Credit” under Section 30D of the U.S. Internal Revenue Code. Each of the Parties further covenants and agrees that the Products must not be manufactured, produced, or assembled by a “Foreign Entity of Concern” (“FEOC”), for which requirement, it covenants and agrees that none of the Parties is an FEOC.

In the event of a breach of the above covenants, LBM is required to notify the Investor promptly and take necessary action to rectify such breach (“FEOC Compliance Action”) within a reasonable period to be determined by the Investor (the “Adjustment Period”).

If the above covenants have not been complied with following the expiry of the Adjustment Period, or there is no FEOC Compliance Action that can be taken by LBM other than the sale of all of the Target Share by the Investor, the Investor shall have a put option (the “FEOC Put Option”) to require LBM to purchase all or any part of the Subscription Shares for a value corresponding to:

(1) in case of LBM’s refusal or failure to take the necessary FEOC Compliance Action, higher of (i) the price of the Subscription Shares paid by the Investor under the Subscription Agreement plus the value that corresponds to the Investor realizing an IRR of 12% on the price for the Subscription Shares paid by the Investor under the Subscription Agreement (for the avoidance of doubt, the sum of the price and the value equals to an amount that would enable the Investor to achieve an IRR of 12%), or (ii) 120% of the Fair Market Value of the Subscription Shares;

(2) where there is no available FEOC Compliance Action that may be taken by LBM, the price of the Subscription Shares paid by the Investor under the Subscription Agreement; or

(3) if the Target Company is deemed an FEOC due to the Investor being deemed an FEOC, the price of the Subscription Shares paid by the Investor under the Subscription Agreement.

The FEOC Put Option can only be exercised by the Investor in the event that the Group is identified as a FEOC and the Group fails to implement reasonable remedial measures. As the Company can implement a series of measures so that the Group would not be identified as a FEOC whereby the FEOC Put Option would not be exercisable by the Investor, the Company is of the view that the probability of the FEOC Put Option being triggered is relatively remote due to its ability to proactively manage compliance with relevant regulations.

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Change of Control

In the event that LBM undergoes a Change of Control, it must immediately provide to the Investor written notice of its Change of Control ("CoC Notice"). The Investor, within a sixty (60) day period following its receipt of the CoC Notice, shall have a put option (the "Change of Control Put Option") to require LBM to purchase all or any part of its Subscription Shares at a price at the higher of (i) the price of the Subscription Shares paid by the Investor under the Subscription Agreement plus the value that corresponds to the Investor realizing an IRR of 12% on the price for the Subscription Shares paid by the Investor under the Subscription Agreement (for the avoidance of doubt, the sum of the price and the value equals to an amount that would enable the Investor to achieve an IRR of 12%), or (ii) 120% of the Fair Market Value of the Subscription Shares.

As the Group can maintain subjective control over changes in ownership structure, thus, the Investor would not be able to exercise the Change of Control Option unless the Group decides to dispose or otherwise transfer its interests in the Target Company at the Group's own will and discretion.

In view of the above, the Board believes that the Put Options represent prudent and standard protective measures in the context of international strategic partnerships, with triggering events that remain largely within the Company's ability to manage and control through appropriate governance and compliance practices.

Pursuant to the Shareholders Agreement, neither the FEOC Put Option nor the Change of Control Put Option contains a specific expiry date. Although there is no set expiry date for the Put Options, the Board believes the Put Options will only be exercisable by the Investor upon the occurrence of extraordinary events. FEOC Put Option will be exercisable by the Investor when there is a change of legal and regulatory requirements and thereafter the Group has failed to take necessary remedial actions. Given that any change of legal and regulatory requirements is beyond the parties' control, parties have agreed to include "the Group has failed to take necessary action" as a condition to the triggering event. Therefore, the FEOC Put Option will only be exercisable by the Investor if the Group has not taken remedial action, this will effectively limit the Investor's likelihood to exercise the FEOC Put Option. Change of Control Put Options will be exercisable by the Investor when there is a change of control on the part of the Target Company. Thus, the Company retains the sole discretion to determine whether to trigger the Change of Control Put Option. Also, the action leading to such change of control, if materialized, would likely be a transaction of the Company under Chapter 14 of the Listing Rules. The Company will comply with applicable requirements under the Listing Rules as and when appropriate and required.

Having considered that the triggering events for both Put Options remain largely within the Group's control through appropriate governance and compliance measures, the Board is of the view that the Put Options have been tailored to minimize the practical likelihood of these options being exercisable by the Investor. The Board further considers that the Put Options, despite without specifying a specific expiry date, are in the interest of the Company and its Shareholders as a whole.

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Termination of the Shareholders Agreement

Termination Attributable to LBM or the Target Company

Upon the termination of the Shareholders Agreement by the Investor in accordance with the Shareholders Agreement, the Investor shall have the right, but not the obligation, to require LBM to purchase all Subscription Shares at the Subscription Price (plus interest under a certain circumstance as set out in the Shareholders Agreement), except for the circumstances below.

Where the Shareholders Agreement is terminated by the Investor for the following reasons attributable to LBM or the Target Company, the Investor shall have the right but not the obligation to require LBM to purchase all Subscription Shares at a price at the higher of (i) the Subscription Price plus the value that corresponds to the Investor realizing an IRR of 12% on the Subscription Price (for the avoidance of doubt, the sum of the price and the value equals an amount that would enable the Investor to achieve an IRR of 12%), or (ii) 120% of the Fair Market Value of the Subscription Shares:

(1) LBM or the Target Company is in material breach of its obligation under Shareholders Agreement, and, if the breach is capable of remedy, fails to remedy the breach within sixty (60) days;

(2) LBM or the Target Company becomes insolvent or makes any assignment for the benefit of creditors or similar transfer evidencing insolvency, or suffers or permits the commencement of any form of insolvency or receivership proceeding, or has any petition under bankruptcy law filed against it, which petition is not dismissed within sixty (60) days of such filing, or has a trustee, administer or receiver appointed for its business or assets or any part thereof; and

(3) the Target Company is in breach of its obligation under the Phase 1 Offtake Agreement or the Phase 2 Offtake Agreement, which breach constitutes a ground for termination of the Phase 1 Offtake Agreement or the Phase 2 Offtake Agreement.

The Board is of the view that the Put Options and the above obligation to repurchase all Subscription Shares at the higher of (i) an amount yielding an IRR of 12% or (ii) 120% of the Fair Market Value are fair and reasonable and in the interest of the Company and the Shareholders as a whole after taking into consideration the following factors:

(i) Strategic long-term supply chain integration

The Subscription represents a strategic importance of the partnership between the Group and the Investor. The relationship between the Company and the Investor represents a critical vertical integration of the supply chain, where the Investor, as one of the world's leading electric vehicle battery manufacturers with sound financial capabilities, requires consistent access to high-quality LFP cathode materials. This

LETTER FROM THE BOARD

partnership extends beyond a simple investment relationship to a strategic business alliance that secures the Group's position in the global electric vehicle battery supply chain.

(ii) Securing long-lasting cooperation beyond current Offtake Agreements

While the current Offtake Agreements cover the period from 2024 to 2028 with a Target Quantity of 260,000 tons, the strategic partnership with the Investor creates a foundation for continued business cooperation beyond 2028. In the absence of this strategic partnership, there is no assurance that the Investor would be willing to maintain the offtake relationship after the expiration of the current Offtake Agreements in 2028. The Subscription creates a substantial alignment of interests between the Company and the Investor, as the Investor will simultaneously benefit through its equity interest in the Target Company, thereby establishing a mutually beneficial relationship that promotes long-term cooperation between the Company and the Investor.

(iii) Enhanced market positioning and competitive advantage

The strategic partnership with the Investor provides significant market validation for the Group's Indonesian operations, strengthening the Group's position in negotiations with other potential customers. Without providing an appropriate exit mechanism for the Investor, this strategic investment would likely not have materialized. The Board is of the view that the absence of such strategic investment would have a more detrimental impact on the Company's long-term growth trajectory and market positioning than any potential contingent liability represented by the Put Options.

Based on the above, the Board is of the view that the potential financial burden arising from the Put Options and the aforesaid obligation to repurchase the Subscription Shares is proportionate to the significant strategic and commercial benefits derived from securing the investment partnership with the Investor. The Board is confident that all the triggering events, including the breach of obligations under the Shareholders Agreement, insolvency of the Target Company, and change of control, can be effectively managed through proper corporate governance and compliance practices, thereby minimizing any potential adverse impact while maximizing the long-term value creation for the Company and its Shareholders as a whole.

Termination Attributable to the Investor

In the event the Shareholders Agreement is terminated by LBM for the reasons attributable to the Investor in accordance with the Shareholders Agreement, LBM shall have the right but not the obligation to purchase all Subscription Shares at the Subscription Price.

The Board considers the above arrangement fair, reasonable, and in the interest of the Company and the Shareholders as a whole, as LBM's right to repurchase all Subscription Shares at the Subscription Price reflects a balanced arrangement. The repurchase at the

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Subscription Price ensures the Investor only recovers its investment without additional returns other than potential dividends. Importantly, the arrangement provides LBM with discretionary authority rather than an obligation to repurchase the Subscription Shares, giving the Company full control over the decision to exercise this right based on its assessment of circumstances and strategic interests at the time.

SIDE LETTER AGREEMENT

In connection with the Subscription Agreement and the Shareholders Agreement, on February 21, 2025 (after trading hours), the Company, Changzhou Liyuan, LBM, the Target Company and the Investor have entered into the Side Letter Agreement with immediate effect. The principal terms of the Side Letter Agreement are set out below:

Date

February 21, 2025 (after trading hours)

Parties to the Shareholders Agreement

(1) the Company
(2) Changzhou Liyuan
(3) LBM
(4) the Target Company
(5) the Investor

Covenants and Guarantee

The Company and Changzhou Liyuan shall be jointly and severally liable to pay USD2,000,000 (the "Penalty") to the Investor in cash for any failure by the Company or Changzhou Liyuan to perform the covenants and guarantee below:

Covenant to Not Encumber

During the term of the Shareholders Agreement, each of the Company and Changzhou Liyuan shall not, and shall cause their respective Affiliates not to, establish or permit to be established upon any of the outstanding shares of capital stock of the Target Company or LBM, or any property or asset owned, operated or used (or held for use) by the Target Company any Encumbrances whatsoever without the prior written consent of the Investor, other than as permitted under the Shareholders Agreement.

LETTER FROM THE BOARD

Claims of Creditors

To the extent permitted by applicable laws, each of the Company and Changzhou Liyuan acknowledge and agree that during the term of the Shareholders Agreement, none of the outstanding shares of capital stock of the Target Company or any property or asset owned, operated or used (or held for use) by the Target Company shall be subject to claims of creditors of, or to legal process resulting from activities of, it or its Affiliates.

Guarantee

The following guarantee is to be a continuing guarantee and accordingly, shall remain in full force and effect until all Guaranteed Obligations (as defined below) have been fully satisfied:

(1) the Company and Changzhou Liyuan hereby jointly and severally guarantee, the full, prompt and faithful payment, performance and observance of all obligations, covenants and undertakings of the Target Company and LBM under or pursuant to the Shareholders Agreement, including without limitation, any obligation to make payments, comply with covenants or indemnify the Investor (the "Guaranteed Obligations");

(2) in the event of any failed performance of the Guaranteed Obligations, the Investor shall provide written notice and grant a reasonable period for the Target Company or LBM to cure such failure. If the Target Company or LBM does not cure the failure within such period, the Company and Changzhou Liyuan shall, at the request of the Investor, perform or cause the performance of such obligations to the full extent required under the Shareholders Agreement; and

(3) the Company and Changzhou Liyuan further agree to indemnify and hold the Investor harmless from and against any and all Losses incurred as a result of such failure by the Target Company or the LBM to perform the Guaranteed Obligations.

For the avoidance of doubt, the Investor may seek additional damages arising from such breach under the Side Letter Agreement or under the applicable laws, and any payment of the Penalty shall not be considered as the Investor's sole and exclusive remedy.

Indemnification

In addition to the Penalty of US$2,000,000, the Company and Changzhou Liyuan shall jointly and severally indemnify and hold harmless the Investor from and against any Losses incurred by the Investor that directly or indirectly arise out of, result from, are based upon or relate to (i) any inaccuracy or breach of certain representations and warranties made by the Company and Changzhou Liyuan as set out in the Side Letter or (ii) any failure by the Company or Changzhou Liyuan to perform the covenants, obligations or agreements required to be performed by it under the Side Letter Agreement and the applicable laws. There is no capped amount specified for this indemnity. As a result, the Company and Liyuan could potentially be liable for the full extent of the Losses of the Investor. The

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Board has carefully considered this uncapped indemnity and is of the view that it is fair, reasonable, and in the best interests of the Company and the Shareholders as a whole, based on the following reasons: (i) the Board has strong confidence in the Target Company's performance, leading to a low risk of causing significant Losses to the Investor; (ii) agreeing to the indemnity, including its uncapped nature, was a critical factor in securing the Investor's commitment to the strategic investment into the Target Company; (iii) the Company has implemented stringent governance and compliance mechanisms to monitor and ensure that the Target Company does not trigger the indemnification clause under the Side Letter Agreement; and (iv) the Company will maintain adequate cash flow reserves to address any indemnity obligations that may arise in the future.

Right to Subscribe for Shares in LBM

Pursuant to the Side Letter Agreement, in case of a Qualifying IPO, the Investor may, at its option, request for the right to subscribe for the Qualifying Pre-IPO Shares (such right, the "IPO Subscription Right") by contributing all or any part of its Target Shares (the "Investor Shares") to LBM as consideration for subscription to the Qualifying Pre-IPO Shares. If the Investor decides to exercise the IPO Subscription Right, LBM and the Investor shall engage in the calculation of the Fair Market Value of the shares of the Target Company and LBM. The number of shares of LBM to be issued by LBM and to be subscribed by the Investor as a result of the exercise of IPO Subscription Rights will be equal to (x) the Investor Shares Price multiplied by the number of Investor Shares divided by (y) Qualifying Pre-IPO Shares Price.

In the event that the exercise of the IPO Subscription Right has been exercised and the issuance of Qualifying Pre-IPO Shares has been completed but LBM fails to consummate a Qualifying IPO on or prior to the date that falls six (6) months after the anticipated date of the Qualifying IPO, the Investor, by sending a written notice to Changzhou Liyuan or LBM, may exercise a right to swap its Qualifying Pre-IPO Shares for shares of the Target Company, for which swap, the Fair Market Value of the shares of the Target Company and the LBM calculated in accordance with the Side Letter Agreement. The Investor shall contribute all of the Qualifying Pre-IPO Shares to the LBM as consideration for the acquisition of the number of shares of the Target Company equal to the number of Investor Shares.

INFORMATION OF THE COMPANY AND THE PARTIES

The Company and the Group

The Company a joint stock company established in the PRC, the A shares of which are listed on the Shanghai Stock Exchange (SSE: 603906) and the H shares of which are listed on the Main Board of the Stock Exchange (HKEX: 2465). The Group is principally engaged in the production and sale of LFP cathode materials and automotive specialty chemicals.

LETTER FROM THE BOARD

The Target Company

The Target Company is a foreign investment company established under the laws of the Republic of Indonesia in February 2023 and an indirect non-wholly owned subsidiary of the Company which is owned as to 99.99% by LBM as of the Latest Practicable Date. The Target Company is principally engaged in the research, production and sale of LFP cathode materials.

Set out below is the financial information extracted from the financial statements of the Target Group for the year ended December 31, 2023 and for the nine months ended September 30, 2024:

	Year ended December 31, 2023	Nine months ended September 30, 2024
	RMB'000
(audited)	RMB'000
(unaudited)
Total assets	498,170.4	738,806.2
Total liabilities	126,961.0	256,834.5
Revenue	—	—
Profit/(loss) before taxation^{(Note)}	8,549.2	(5,174.2)
Profit/(loss) after taxation^{(Note)}	9,409.9	(3,959.5)

Note:
The Group's transition from profit in the corresponding period of 2023 to a loss for the nine months ended September 30, 2024 was primarily attributable to foreign exchange gains from period-end currency adjustments in 2023, while the loss for the nine months ended September 30, 2024 resulted from inventory impairment provisions and increased administrative expenses.

The unaudited consolidated net assets of the Target Group as at September 30, 2024 amounted to approximately RMB482.0 million.

LBM

LBM is a private company limited by shares incorporated in Singapore and an indirect non-wholly owned subsidiary of the Company which is owned as to 54.65% by Changzhou Liyuan. LBM is principally engaged in investment, asset management and import and export trading of LFP cathode materials.

Reference is made to the announcement of the Company dated December 20, 2024, and the circular of the Company dated January 8, 2025, in relation to the deemed disposal of the equity interest in LBM by the Company. The Company, Changzhou Liyuan, LBM and relevant investors have entered into a subscription agreement (the "LBM Agreement") in relation to the subscription of shares of LBM by the investors (the "LBM Subscription"). As of the Latest Practicable Date, the LBM Subscription has been completed. Upon the completion of the LBM Subscription, LBM is owned as to 54.65%, 34.01% and 11.34% by

LETTER FROM THE BOARD

Changzhou Liyuan, PT Akasya Investasi Indonesia and Aisis Alliance L.P., respectively. For further details, please refer to the aforesaid announcement and circular of the Company.

Changzhou Liyuan

Changzhou Liyuan is a limited liability company established in the PRC and a direct non-wholly owned subsidiary of the Company, which is owned as to approximately 64.03% by the Company. In addition to the Company, the remaining equity interests in Changzhou Liyuan are held by nine other shareholders, with none of them individually holding more than 6.5% of the equity interests. Changzhou Liyuan is principally engaged in the production and sales of LFP cathode materials.

Investor

The Investor is a company established in 2020 and listed on the Korea Exchange (Stock Code: 373220.KS), primarily engaged in the automotive battery business. Its operations include researching and providing technical support for batteries, components, BMS (Battery Management System), and battery packs.

FINANCIAL EFFECTS OF THE SUBSCRIPTION

As the Subscription will not result in the Company's loss of control over the Target Group, the Subscription would be accounted for as an equity transaction and will not result in the recognition of any gain or loss in the Company's consolidated statement of profit or loss and other comprehensive income.

REASONS FOR AND BENEFITS OF THE SUBSCRIPTION

The Directors are of the view that the Subscription will strengthen the Group's overall capabilities in research and development, market expansion, and mass production of lithium iron phosphate cathode materials within the industry. The Subscription will also enhance the Group's international presence and comprehensive competitive edge, which will further improve the Group's brand value and increase its profitability potential. Therefore, the Subscription aligns with the Group's overall strategic development plan and long-term interests, carrying positive strategic significance for the Group's future development. Based on the above, the Directors are of the view that the terms of the Transaction Documents and the transactions contemplated thereunder are fair and reasonable and in the interests of the Company and the Shareholders as a whole.

LISTING RULES IMPLICATIONS

The Target Company is a non wholly-owned subsidiary of the Company as at the Latest Practicable Date. It is contemplated that, upon Closing, the Company will hold approximately 64.03% of the equity interest in the Changzhou Liyuan, which will hold 54.65% of the equity interest in LBM, and LBM and LBM Singapore (a wholly-owned subsidiary of LBM) will collectively hold 80% of the equity interest in the Target Company. Upon Closing, the Target Company will remain as a subsidiary of the Company and its

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financial results will continue to be consolidated with the Group. The Subscription, if materialized, will constitute a deemed disposal by the Company under Rule 14.29 of the Listing Rules. As the highest applicable percentage ratio (as defined under the Listing Rules) in respect of the Subscription does not exceed 5%, the Subscription does not constitute a notifiable transaction of the Company under Chapter 14 of the Listing Rules.

Even if the Termination Put Option may not materialize in the future, it is treated as if it had been exercised upon the execution of the Shareholders Agreement as the exercise of the Termination Put Option is not at the Group's discretion. The Termination Put Option, if materialized, will constitute an acquisition of the equity interest of the Target Company by LBM under the Chapter 14 of the Listing Rules. As at the Latest Practicable Date, none of the Termination Put Option has been exercised. As the highest applicable percentage ratio (as defined under the Listing Rules) in respect of the Termination Put Option does not exceed 5%, the Termination Put Option does not constitute a notifiable transaction of the Company under Chapter 14 of the Listing Rules.

Even if none of the Put Options may materialize in the future, they are treated as if they had been exercised upon the execution of the Shareholders Agreement as the exercise of the Put Options is not at the Group's discretion. As the highest possible exercise price of each of the Put Options cannot be determined at the time of grant of each of the Put Options, the grant of each of the Put Options will be treated at least a major transaction pursuant to Rule 14.76(1) of the Listing Rules. Therefore, the grant of the Put Options will be subject to the reporting, announcement and Shareholders' approval requirements under Chapter 14 of the Listing Rules. As at Latest Practicable Date, none of the Put Options has been exercised. The Company will comply with applicable requirements under the Listing Rules upon the exercise of the Put Options and will also consult with the Stock Exchange as soon as practicable if the classification will change.

(2) PROVISION OF GUARANTEES BY THE CONTROLLING SHAREHOLDERS AND THE ACTUAL CONTROLLERS FOR THE COMPREHENSIVE CREDIT FACILITIES OF THE GROUP

An ordinary resolution will be proposed at the EGM to consider and approve the provision of guarantees by the Controlling Shareholders and the Actual Controllers for the comprehensive credit facilities of the Group, further details of which is set out in Appendix III to this circular.

(3) APPLICATION FOR COMPREHENSIVE CREDIT FACILITIES AND GUARANTEE LIMITS FOR THE YEAR 2025

A special resolution will be proposed at the EGM to consider and approve the application for comprehensive credit facilities and guarantee limits for the year 2025, further details of which is set out in Appendix III to this circular.

LETTER FROM THE BOARD

(4) UTILIZATION OF SELF-OWNED FUNDS OF THE GROUP FOR CASH MANAGEMENT

An ordinary resolution will be proposed at the EGM to consider and approve the utilization of self-owned funds of the Group for cash management, further details of which is set out in Appendix III to this circular.

(5) GENERAL MANDATE TO ISSUE H SHARES

A special resolution will be proposed at the EGM to consider and approve a general mandate on additional issuance of H Shares of the Company. In order to ensure flexibility and discretion to the Board to issue new Shares as and when desirable and appropriate, the Board has resolved to submit a special resolution to the EGM for consideration and approval on a proposed general mandate to issue H Shares in accordance with relevant requirements of the Company Law of the PRC, the Hong Kong Listing Rules and the Articles of Association and on the prerequisite of complying with the regulatory rules of H Shares, the Board intends to propose at the EGM to generally and unconditionally authorize the Board to determine to allot, issue and grant H Shares of up to 20% of the number of the H Shares in issue of the Company, or securities, options, warrants which may be converted into such Shares or the similar rights which could subscribe for the H Shares of the Company (hereinafter referred to as the "Similar Rights", and the above-mentioned authorization is hereinafter referred to as the "General Mandate"). The specific authorization is as follows:

(1) To generally and unconditionally authorize the Board to determine to allot, issue and deal with the H Shares or Similar Rights, and to determine the terms and conditions for allotment, issuance and disposal of new H Shares or issue Similar Rights, including but not limited to:

(a) class and number of new H Shares to be issued;

(b) pricing mechanism and/or issue price of the new H Shares (including price range);

(2) The number of the H Shares (excluding the Shares issued by way of the conversion of public reserve into share capital) to be allotted, issued and granted (whether pursuant to an option or otherwise) by the Board in accordance with the General Mandate referred to above shall not exceed 20% of the number of the H Shares in issue of the Company at the time when this resolution is considered and passed at the general meeting of the Company.

(3) To authorize the Board to obtain approvals from all relevant government departments and/or regulatory authorities (if applicable) in accordance with the applicable laws (including but not limited to the Company Law of the PRC, the Hong Kong Listing Rules and the Rules Governing the Listing of Stocks on Shanghai Stock Exchange) to exercise the General Mandate.

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(4) To authorize the Board to approve, execute, modify and do or procure to execute and do, all such documents, agreements, deeds and things as it may consider related to the allotment, issuance and disposal of any new H Shares under the abovementioned General Mandate, handle the necessary procedures and take other necessary actions.

(5) To authorize the Board to engage intermediary institutions in respect of the issuance of H Shares, to approve and sign all acts, documents and other matters necessary or relevant to the issuance of H Shares, and to consider, approve, and sign, on behalf of the Company, agreements related to the issuance of H Shares, including but not limited to subscription agreements, placing agreements, underwriting agreements and engagement agreements of intermediaries.

(6) Where the Board has, during the effective period of the General Mandate, determined to allot, issue and deal with the H Shares or Similar Rights, and the Company also has, during the effective period of the General Mandate, obtained the relevant approval, permission from, or registration (if applicable) with the regulatory authorities, and the Board may, during the effective period of such approval, permission or registration, complete the relevant allotment, issuance and disposal and other works.

(7) To authorize the Board, after the completion of allocation and issuance of the new Shares, to increase the registered capital of the Company and make appropriate and necessary amendments to the Articles of Association in accordance with the way, type and number of the allotment and issuance of new Shares of the Company and the actual shareholding structure of the Company upon completion of the allotment and issuance of new Shares.

(8) To authorize the Board to consider and execute, on behalf of the Company, statutory documents related to the issuance of Shares for submission to the relevant regulatory authorities, to carry out relevant approval procedures as required by regulatory authorities and the places in which the Company is listed, and to complete all necessary filings, registrations and record with the relevant governmental authorities of Hong Kong and/or any other regions or jurisdictions (if applicable).

(9) Exercise of the General Mandate by the Board is subject to the Company Law of the PRC, the Securities Law of the PRC, the Hong Kong Listing Rules, or all applicable laws, regulations and rules of any other governmental or regulatory authorities.

(10) The effective period of the General Mandate shall be from the date of passing of this resolution by the general meeting to the following date, whichever is earlier:

(a) the date of the conclusion of the 2024 annual general meeting of the Company;

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(b) at the time of passing a resolution at any general meeting to revoke or vary the mandate under this resolution.

The Company will not exercise the General Mandate unless in compliance with the applicable requirements under the Hong Kong Listing Rules, including but without limitation the restrictions under Rule 10.08 of the Hong Kong Listing Rules.

This resolution has been reviewed and approved by the Board meeting on March 27, 2025, and is now proposed at the EGM for review and approval by a special resolution.

THE EGM

The EGM will be convened for the Shareholders to consider and, if thought fit, to approve, among other things (i) the Transaction Documents and the transactions contemplated thereunder; (ii) the provision of guarantees by the Controlling Shareholders and the Actual Controllers for the comprehensive credit facilities of the Group; (iii) the application for comprehensive credit facilities and guarantee limits for the year 2025; (iv) the utilization of self-owned funds of the Group for cash management; and (v) the grant of general mandate to the Board to issue H Shares.

To the best of the Directors' knowledge, information and belief having made all reasonable enquiries, as at the Latest Practicable Date, no Shareholders are required to abstain from voting on the resolutions in respect of (i) the Transaction Documents and the transactions contemplated thereunder; (ii) the provision of guarantees by the Controlling Shareholders and the Actual Controllers for the comprehensive credit facilities of the Group; (iii) the application for comprehensive credit facilities and guarantee limits for the year 2025; (iv) the utilization of self-owned funds of the Group for cash management; and (v) the grant of general mandate to the Board to issue H Shares, except that Mr. Shi Junfeng ("Mr. Shi") and Ms. Zhu Xianglan ("Ms. Zhu"), being the Controlling Shareholders and Actual Controllers who in aggregate, held 240,264,452 Shares, representing approximately $36.13\%$ of total issued and outstanding share capital of the Company as at the Latest Practicable Date, and their close associates will abstain from voting for the resolution regarding the provision of guarantees by the Controlling Shareholders and the Actual Controllers for the comprehensive credit facilities of the Group.

CONFIRMATION OF THE BOARD

To the best of the Directors' knowledge, information and belief, having made all reasonable enquiries, as of the Latest Practicable Date, none of the Directors has any material interest in or is required to abstain from voting on the Board resolution in relation to (i) the Transaction Documents and the transactions contemplated thereunder; (ii) the application for comprehensive credit facilities and guarantee limits for the year 2025; (iii) utilization of self-owned funds of the Group for cash management; and (iv) the grant of general mandate to the Board to issue H Shares.

To the best of the Directors' knowledge, information and belief, having made all reasonable enquiries, as of the Latest Practicable Date, Mr. Shi and Ms. Zhu are the Controlling Shareholders and the Actual Controllers. Mr. Shi and Ms. Zhu have therefore

LETTER FROM THE BOARD

abstained from voting on the Board resolution in relation to the provision of guarantees by the Controlling Shareholders and the Actual Controllers for the comprehensive credit facilities of the Group. Save Mr. Shi and Ms. Zhu, none of the Directors has any material interest in or is required to abstain from voting on the Board resolution in relation to the provision of guarantees by the Controlling Shareholders and the Actual Controllers for the comprehensive credit facilities of the Group.

RECOMMENDATION

The Directors, having considered the terms of, the reasons for and benefits of the Transaction Documents and the transactions contemplated thereunder, are of the view that their terms are normal commercial terms and are fair and reasonable. The Directors also consider that the entering into of the Transaction Documents and the transactions contemplated thereunder, despite not being entered in the ordinary and usual course of business of the Group, is in the interests of the Company and the Shareholders as a whole. Additionally, the Directors consider that (i) the provision of guarantees by the Controlling Shareholders and the Actual Controllers for the comprehensive credit facilities of the Group; (ii) the application for comprehensive credit facilities and guarantee limits for the year 2025; (iii) the utilization of self-owned funds of the Group for cash management and (iv) the grant of general mandate to the Board to issue H Shares are fair and reasonable, and 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 in respect of (i) the Transaction Documents and the transactions contemplated thereunder; (ii) the provision of guarantees by the Controlling Shareholders and the Actual Controllers for the comprehensive credit facilities of the Group; (iii) the application for comprehensive credit facilities and guarantee limits for the year 2025; (iv) the utilization of self-owned funds of the Group for cash management and (v) the grant of general mandate to the Board to issue H Shares.

ADDITIONAL INFORMATION

Your attention is drawn to the information set out in the appendices to this circular.

The Closing is subject to the satisfaction and/or waiver of the Conditions therein. In addition, the Transaction Documents may be terminated in certain circumstances. Shareholders and investors are advised to exercise caution when dealing in the securities of the Company.

By order of the Board

Jiangsu Lopal Tech. Co., Ltd.

SHI Junfeng

Chairman

APPENDIX I

FINANCIAL INFORMATION OF THE GROUP

1. FINANCIAL INFORMATION OF THE GROUP

Details of the financial information of the Group for the three financial years ended 31 December 2021, 2022 and 2023 and six months ended 30 June 2024 have been set out in the prospectus of the Company dated October 22, 2024 from pages IA-1 to IA-116 (https://www1.hkexnews.hk/listedco/listconews/sehk/2024/1022/2024102200007.pdf).

2. INDEBTEDNESS OF THE GROUP

As at the close of business on January 31, 2025, being the latest practicable date for the purpose of ascertaining the indebtedness of the Group prior to the printing of this circular, the Group had outstanding indebtedness as follows:

	RMB'000
Bank loans	7,131,592.6
— Secured(1)	382,146.8
— Guaranteed(2)	5,067,462.5
— Secured and guaranteed(3)	255,316.3
— Unsecured and unguaranteed	1,426,667.0
Other borrowings	1,558,211.9
— Guaranteed(4)	631,874.3
— Unsecured and unguaranteed	926,337.6
Lease liabilities	1,205,401.0
— Secured(5)	380,463.4
— Unsecured	824,937.6
Total	9,895,205.5

Notes:

(1) Secured by land parcel and production factories.

(2) Guaranteed by Mr. Shi and Ms. Zhu, being Directors and Controlling Shareholders, members of the Group and/or Contemporary Amperex Technology Co., Limited.

(3) Secured by certain equipment and the equity interests in Jiangsu Beiterui Nano Technology Co., Ltd. and Beiterui (Tianjin) Nano Material Manufacturing Co., Ltd., both being indirect non-wholly owned subsidiaries of the Company, and guaranteed by Mr. Shi, Ms. Zhu, and/or members of the Group.

(4) Guaranteed by Mr. Shi, Ms. Zhu, and/or members of the Group.

(5) Secured by the certain production facilities and equipment.

APPENDIX I

FINANCIAL INFORMATION OF THE GROUP

Save as aforesaid or otherwise disclosed herein, and apart from intra-group liabilities, normal trade payables and other payables and accruals in the ordinary course of business, as at the close of business on January 31, 2025 the Group did not have any debt securities issued and outstanding, any debt securities authorized or otherwise created but unissued, or any term loans, other borrowings or indebtedness in the nature of borrowing including bank overdrafts, loans, liabilities under acceptances (other than normal trade bills), acceptance credits, hire purchase commitments, lease liabilities, mortgages or charges, other material contingent liabilities or guarantees.

3. WORKING CAPITAL SUFFICIENCY OF THE GROUP

The Directors are of the opinion that, after taking into account the effects of the Subscription, internally generated funds, existing facilities available to the Group and financial resources presently available to the Group, the Group will have sufficient working capital to satisfy its requirements for at least twelve (12) months from the date of this circular (the "Statement"). The Company has obtained a letter from its auditors confirming that the Statement has been made by the Directors after due and careful enquiry.

4. FINANCIAL AND TRADING PROSPECTS OF THE GROUP

The Group is principally engaged in the production and sale of LFP cathode materials and automotive specialty chemicals as of the Latest Practicable Date. The Group enjoys major market positions in the LFP cathode material industry and multiple sub-segments of the automotive specialty chemical industry.

The Group primarily derives its revenue from two business lines, namely (i) production and sale of LGP cathode materials and (ii) production and sale of diverse portfolio of automotive specialty chemical products covering diesel exhaust fluids, automobile and industrial lubricants, coolants and car maintenance products, which are widely used in the automobile manufacturing market, automotive aftermarket, and engineering equipment market. The Group continued to face challenges but has begun to see signs of improvement in 2024. While the Group recorded a total revenue of RMB3,568.6 million for the six months ended June 30, 2024, representing a decrease from RMB3,814.2 million for the same period in 2023, it recorded gross profit of RMB344.0 million in the first half of 2024 compared to gross loss of RMB241.4 million in the first half of 2023. The Group's net loss also decreased from RMB811.5 million in the first half of 2023 to RMB260.2 million in the first half of 2024.

Going forward, the Group believes that the prevailing downstream prospect and growing demand are in its favour driven by the PRC government's dual objectives of "carbon emission peak" (碳達峰) and "carbon neutrality" (碳中和), the NEV industry experienced fast growth, resulting in significant growth in demand for NEV batteries, expected increase in shipment volume of ESS battery industry in the mainland China and expected growth in automobile ownership in the mainland China. Leveraging on its market position, diverse product portfolio, manufacturing capabilities, research and development capabilities, product quality and quality customer base, the Company believes that it is well

31 -

APPENDIX I

FINANCIAL INFORMATION OF THE GROUP

positioned to benefit from the anticipated growth in sales volume of LFP cathode materials and diesel exhaust fluids, automotive lubricants, coolants and car maintenance products in mainland China.

5. MATERIAL ADVERSE CHANGE

As at the Latest Practicable Date, the Directors were not aware of any material adverse change in the financial or trading position of the Group since June 30, 2024, being the date to which the latest published audited consolidated financial statements of the Group were made up.

6. FINANCIAL EFFECTS OF THE SUBSCRIPTION

As the Subscription will not result in the Company’s loss of control over the Target Group, the Subscription would be accounted for as an equity transaction and will not result in the recognition of any gain or loss in the Company’s consolidated statement of profit or loss and other comprehensive income.

32 -

APPENDIX II

GENERAL INFORMATION

1. RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the 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.

2. DISCLOSURE OF INTERESTS

(i) Interests of Directors, Supervisors and chief executive of the Company

As at the Latest Practicable Date, the interests and short position of the Directors, Supervisors and chief executive of the Company in the shares, underlying shares and debentures of the Company and its associated corporations (within the meaning of Part XV of the SFO) which were required (i) to be notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests and short positions which they were taken or deemed to have under such provisions of the SFO); or (ii) pursuant to section 352 of the SFO, to be entered in the register referred to therein; or (iii) to be notified to the Company and the Stock Exchange pursuant to the Model Code for Securities Transactions by Directors of Listed Issuers as set out in Appendix C3 to the Listing Rules were as follows:

Interest in the Company

Name of Director, Supervisor or chief executive	Nature of interest^{(1)}	Description of Shares	Number of Shares held	Approximate percentage of shareholding in the total issued and outstanding share capital of the Company as at the Latest Practicable Date
Mr. Shi^{(2)(4)}	Beneficial owner	A Shares	212,662,195	31.98%
	Interest held by controlled corporation	A Shares	1,901,208	0.29%
	Interest of spouse	A Shares	23,618,649	3.55%
	Other^{(9)}	A Shares	2,082,400	0.31%
Ms. Zhu^{(3)}	Beneficial owner	A Shares	23,618,649	3.55%
	Interest of spouse	A Shares	214,563,403	32.26%
	Other^{(10)}	A Shares	2,082,400	0.31%

APPENDIX II

GENERAL INFORMATION

Name of Director, Supervisor or chief executive	Nature of interest(1)	Description of Shares	Number of Shares held	Approximate percentage of shareholding in the total issued and outstanding share capital of the Company as at the Latest Practicable Date
Mr. Lu Zhenya(5)	Beneficial owner	A Shares	431,988	0.06%
Mr. Qin Jian(6)	Beneficial owner	A Shares	410,832	0.06%
	Interest of spouse	A Shares	33,056	0.00%
Mr. Shen Zhiyong(7)	Beneficial owner	A Shares	908,112	0.14%
Mr. Zhang Yi(8)	Beneficial owner	A Shares	385,792	0.06%

Notes:
(1) All interests stated are long positions.
(2) Mr. Shi is the spouse of Ms. Zhu. By virtue of the SFO, Mr. Shi is deemed to be interested in the Shares in which Ms. Zhu is deemed to be interested. In addition, Mr. Shi and Ms. Zhu may be taken to have an interest in those treasury shares held by the Company as shareholders controlling more than one-third or more voting power in the Company. As of the Latest Practicable Date, the Company held 2,082,400 A Shares as treasury shares.
(3) Ms. Zhu is the spouse of Mr. Shi. By virtue of the SFO, Ms. Zhu is deemed to be interested in the Shares in which Mr. Shi is deemed to be interested upon the Listing. In addition, Mr. Shi and Ms. Zhu may be taken to have an interest in those treasury shares held by the Company as shareholders controlling more than one-third or more voting power in the Company. As of the Latest Practicable Date, the Company held 2,082,400 A Shares as treasury shares.
(4) Nanjing Bailey Venture Capital Center (Limited Partnership) (“Nanjing Bailey”) is a limited partnership established in the PRC, which is managed by Lopal International Holdings Co., Ltd. (“Lopal International”) as its general partner. Lopal International is a limited company established in the PRC, which is owned as to 90% by Mr. Shi and 10% by Ms. Zhu. Accordingly, Mr. Shi is deemed to be interested in the Shares held by Nanjing Bailey.
(5) As of the Latest Practicable Date, Mr. Lu Zhenya held 241,988 A Shares and was granted outstanding options to subscribe for 190,000 A Shares under the 2023 share option incentive scheme adopted by our Company pursuant to resolutions passed by the Shareholders on September 22, 2023 (the “2023 Share Option Scheme”). Therefore, Mr. Lu Zhenya is interested in 431,988 A Shares.
(6) As of the Latest Practicable Date, Mr. Qin Jian held 230,832 A Shares and was granted outstanding options to subscribe for 180,000 A Shares under the 2023 Share Option Scheme. Therefore, Mr. Qin Jian is interested in 410,832 A Shares.

APPENDIX II

GENERAL INFORMATION

Ms. Xu Suxia (徐素暄) is the spouse of Mr. Qin Jian. As of the Latest Practicable Date, Ms. Xu Suxia held 33,056 A Shares. By virtue of the SFO, Mr. Qin Jian is deemed to be interested in the Shares in which Ms. Xu Suxia is deemed to be interested.

(7) As of the Latest Practicable Date, Mr. Shen Zhiyong held 218,112 A Shares and was granted outstanding options to subscribe for 690,000 A Shares in aggregate under the 2023 Share Option Scheme. Therefore, Mr. Shen Zhiyong is interested in 908,112 A Shares.

(8) As of the Latest Practicable Date, Mr. Zhang Yi held 195,792 A Shares and was granted outstanding options to subscribe for 190,000 A Shares under the 2023 Share Option Scheme. Therefore, Mr. Zhang Yi is interested in 385,792 A Shares.

(9) As of the Latest Practicable Date, the Company holds 2,082,400 A Shares as treasury shares. Mr. Shi controls one-third or more of the voting power at general meetings of the Company is to be taken to have an interest in the aforesaid 2,082,400 A Shares held in treasury under Part XV of the Securities and Futures Ordinance.

(10) As of the Latest Practicable Date, the Company holds 2,082,400 A Shares as treasury shares. Ms. Zhu controls one-third or more of the voting power at general meetings of the Company is to be taken to have an interest in the aforesaid 2,082,400 A Shares held in treasury under Part XV of the Securities and Futures Ordinance.

Interest in associated corporations of the Company

Name of Director, Supervisor or chief executive	Nature of interests(1)	Associated corporations	Approximate percentage of holding in associated corporations
Mr. Shi	Interest held by controlled corporation	Existing Shareholder	68.52% (2)
Mr. Shen Zhiyong	Interest held by controlled corporation	Existing Shareholder	2.25% (3)
Mr. Xue Jie	Interest held by controlled corporation	Existing Shareholder	0.9% (4)

Notes:

(1) All the interests stated are long positions.

(2) As of the Latest Practicable Date, the Existing Shareholder was owned as to approximately 64.03% by our Company in which Mr. Shi controlled more than one-third of voting power and approximately 4.49% by Changzhou Youbeili Venture Capital Center (Limited Partnership), in which Mr. Shi served as the general partner and owned 99.9% interest,

APPENDIX II

GENERAL INFORMATION

respectively. Therefore Mr. Shi is deemed to be interested in the shares in the Existing Shareholder held by Changzhou Youbeili Venture Capital Center (Limited Partnership) and the shares in the Existing Shareholder held by the Company under the SFO.

(3) As of the Latest Practicable Date, the Existing Shareholder was owned as to approximately 2.25% by Nanjing Jinbeili Venture Capital Center (Limited Partnership) in which Mr. Shen served as the general partner and owned 99% interest. Therefore Mr. Shen is deemed to be interested in the shares in the Existing Shareholder held by Nanjing Jinbeili Venture Capital Center (Limited Partnership) under the SFO.

(4) As of the Latest Practicable Date, the Existing Shareholder was owned as to approximately 0.9% by Nanjing Chaoli Venture Capital Center (Limited Partnership) in which Mr. Xue served as the general partner and owned 80% interest. Therefore Mr. Xue is deemed to be interested in the shares in Nanjing Chaoli Venture Capital Center (Limited Partnership) under the SFO.

Save as disclosed above, as at the Latest Practicable Date, none of the Directors, Supervisors and chief executive of the Company had any interests or short positions in the shares, underlying shares or debentures of the Company or any of its associated corporations (within the meaning of Part XV of the SFO) which were required (i) to be notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests and short positions which they were taken or deemed to have under such provisions of the SFO); or (ii) pursuant to section 352 of the SFO, to be entered in the register referred to therein; or (iii) to be notified to the Company and the Stock Exchange pursuant to the Model Code for Securities Transactions by Directors of Listed Issuers as set out in Appendix C3 to the Listing Rules.

(ii) Interests of substantial Shareholders

As at the Latest Practicable Date, so far as was known to the Directors, the following persons, other than the Directors and chief executive of the Company, had interests or short positions in the Shares or underlying Shares which would fall to be disclosed to the Company and the Stock Exchange under the provisions of Divisions 2 and 3 of Part XV of the SFO were as follows:

Interest in the Company

Save as disclosed in "Interests of Directors, Supervisors and chief executive of the Company", our Directors, Supervisors and chief executive of the Company are not aware of any person, not being a Director, Supervisor or chief executive of the Company, who has an interest or short position in our Shares, underlying Shares or debentures of our Company which would have to be disclosed to us under the provisions of Divisions 2 and 3 of Part XV of the SFO, or who is, directly or indirectly, interested in 10% or more of the nominal value of any class of share capital carrying rights to vote in all circumstances at general meetings of the Company.

APPENDIX II

GENERAL INFORMATION

Interests in the Company's subsidiaries

Subsidiary	Person with 10% or more interest (other than our Company)	Percentage of the interest in the subsidiary
Jiangsu Ruilifeng New Energy Technology Co., Ltd.	Zhangjiagang Zhaorui Enterprise Management Partnership (Limited Partnership)(1)	20%
	Ms. Qian Xuefen	21%
Yichun Lopal Times Lithium Industry Technology Co., Ltd.	Yichun Times New Energy Resources Co., Ltd.(2)	30%
Zhangjiagang TEEC Automotive Chemicals Co., Ltd.	Ethylene Chemical Co., Ltd.(3)	25%

Notes:

(1) As of the Latest Practicable Date, Ms. Qian Xuefen served as the general partner of Zhangjiagang Zhaorui Enterprise Management Partnership (Limited Partnership).

(2) As of the Latest Practicable Date, Yichun Lopal Times Lithium Industry Technology Co., Ltd. Was wholly owned by Contemporary Amperex Technology Co., Limited.

(3) As of the Latest Practicable Date, Ethylene Chemical Co., Ltd. (乙烯化學株式會社) was owned as to 60.9% of the voting rights by MORESCO Corporation, a joint stock company established in Japan in October 27, 1958, the shares of which are listed on the Tokyo Stock Exchange Prime Market (stock code: 5018).

Save as disclosed above, as at the Latest Practicable Date, none of the Directors, Supervisors and chief executive of the Company had any interests or short positions in the shares, underlying shares or debentures of the Company or any of its associated corporations (within the meaning of Part XV of the SFO) which, (a) were required to be notified to the Company and the Stock Exchange pursuant to provisions of Divisions 7 and 8 of Part XV of the SFO (including interests and short positions which the Directors have taken or deemed to have under such provisions of the SFO); or (b) were required, pursuant to section 352 of the SFO, to be entered in the register referred to therein; or (c) were required, pursuant to the Model Code for Securities Transactions by Directors of Listed Issuers contained in the Listing Rules to be notified to the Company and the Stock Exchange.

APPENDIX II

GENERAL INFORMATION

Save as disclosed in this circular, as at the Latest Practicable Date, none of the Directors or Supervisors was a director, supervisor or employee of a company that had an interest or short position in the shares and underlying shares that would need to be disclosed to the Company under the provisions of Divisions 2 and 3 of Part XV of the SFO.

3. MATERIAL CONTRACT

The following contract (not being contract entered into in the ordinary course of business) entered into by the members of the Group within two (2) years immediately preceding the Latest Practicable Date and is, or may be, material:

(a) the Hong Kong underwriting agreement dated October 21, 2024 entered into by and among the Company, the controlling shareholders of the Company (as warranting shareholders), Mr. Shi (as warranting director), Guotai Junan Capital Limited and Halcyon Capital Limited and the Hong Kong Underwriters (as defined in the prospectus of the Company dated October 22, 2024) in relation to the offer of 10,000,000 H shares ("Hong Kong Offer Shares") for subscription by the public in Hong Kong at the offer price, pursuant to which, the Company has, among others, appointed the Hong Kong Underwriters to underwrite the Hong Kong Offer Shares as agents of the Company with an underwriting commission equal to 2.25% of the aggregate offer price in respect of the applicable Hong Kong Offer Shares on terms and conditions set out therein;

(b) the cornerstone investment agreement (基石投資協議) dated October 16, 2024, entered into among the Company, Harvest International Premium Value (Secondary Market) Fund SPC acting on behalf of and for the account of Harvest Oriental SP ("Harvest Oriental"), Guotai Junan Capital Limited, Guotai Junan Securities (Hong Kong) Limited, Halcyon Capital Limited and Halcyon Securities Limited, pursuant to which, Harvest Oriental agreed to subscribe for 20,000,000 offer shares at the final offer price;

(c) the capital increase agreement in relation to Changzhou Liyuan New Energy Technology Co., Ltd. (關於常州鋰源新能源科技有限公司之增資協議) dated May 13, 2024 entered into by and among Kunlun Gongrong Green (Beijing) New Industry Investment Fund Partnership (Limited Partnership) (昆命工融綠色(北京)新興產業投資基金合夥企業(有限合夥)) ("Kunlun Gongrong"), Jianxin Financial Asset Investment Co., Ltd. (建信金融資產投資有限公司) ("Jianxin Investment"), Ningbo Meishan Baoshuigang District Wending Investment Co., Ltd. (寧波梅山保稅港區問鼎投資有限公司), Fujian Times Mindong New Energy Industry Equity Investment Partnership (Limited Partnership) (福建時代闊東新能源產業股權投資合夥企業(有限合夥)), the Company, BTR New Material Group Co., Ltd. (貝特瑞新材料集團股份有限公司), Changzhou Youbeili Venture Capital Center (Limited Partnership) (常州優貝利創業投資中心(有限合夥)), Nanjing Jinbeili Venture Capital Center (Limited Partnership) (南京金貝利創業投資中心(有限合夥)), Changzhou Jintan Hongyuan Venture Capital Partnership (Limited Partnership) (常州金增泓遠創業投資合夥企業(有限合夥)), Nanjing Chaoli

38 -

APPENDIX II

GENERAL INFORMATION

Venture Capital Center (Limited Partnership) (南京超利創業投資中心(有限合夥)) and Changzhou Liyuan New Energy Technology Co., Ltd. (常州鋰源新能源科技有限公司), pursuant to which (i) the capital injection by Jianxin Investment was modified to the effect that Jianxin Investment will subscribe registered capital of RMB15,015,440 (instead of RMB14,329,878) in Changzhou Liyuan at the same consideration of RMB100,000,000 and (ii) Kunlun Gongrong agreed to subscribe registered capital of RMB42,858,091 in Changzhou Liyuan by way of capital increase at a consideration of RMB285,426,805.77;

(d) the supplemental agreement to the equity transfer agreement in relation to Shandong Meiduo Technology Co., Ltd. (關於山東美多科技有限公司之股權轉讓協議之補充協議) dated March 7, 2024 entered into by and among Lopal International Holdings Co., Ltd. (龍蟠國際控股有限公司), the Company and Shandong Meiduo Technology Co., Ltd. (山東美多科技有限公司) to amend the completion date of the transfer of all equity interest in Shandong Meiduo Technology Co., Ltd. (山東美多科技有限公司) from Lopal International Holdings Co., Ltd. (龍蟠國際控股有限公司) to the Company;

(e) the equity transfer agreement in relation to Shandong Meiduo Technology Co., Ltd. (關於山東美多科技有限公司之股權轉讓協議) dated March 6, 2024 entered into by and among Lopal International Holdings Co., Ltd. (龍蟠國際控股有限公司), the Company and Shandong Meiduo Technology Co., Ltd. (山東美多科技有限公司), pursuant to which Lopal International Holdings Co., Ltd. (龍蟠國際控股有限公司) agreed to sell, and the Company agreed to purchase, 100% equity interest in Shandong Meiduo Technology Co., Ltd. (山東美多科技有限公司) at the consideration of RMB100,539,200;

(f) the capital increase agreement in relation to Changzhou Liyuan New Energy Technology Co., Ltd. (關於常州鋰源新能源科技有限公司之增資協議) dated December 31, 2023 entered into by and among Jianxin Financial Asset Investment Co., Ltd. (建信金融資產投資有限公司), Ningbo Meishan Baoshuigang District Wending Investment Co., Ltd. (寧波梅山保稅港區問鼎投資有限公司), Fujian Times Mindong New Energy Industry Equity Investment Partnership (Limited Partnership) (福建時代闊東新能源產業股權投資合夥企業(有限合夥)), the Company, BTR New Material Group Co., Ltd. (貝特瑞新材料集團股份有限公司), Changzhou Youbeili Venture Capital Center (Limited Partnership) (常州優貝利創業投資中心(有限合夥)), Nanjing Jinbeili Venture Capital Center (Limited Partnership) (南京金貝利創業投資中心(有限合夥)), Changzhou Jintan Hongyuan Venture Capital Partnership (Limited Partnership) (常州金增泓遠創業投資合夥企業(有限合夥)), Nanjing Chaoli Venture Capital Center (Limited Partnership) (南京超利創業投資中心(有限合夥)) and Changzhou Liyuan New Energy Technology Co., Ltd. (常州鋰源新能源科技有限公司), pursuant to which Jianxin Financial Asset Investment Co., Ltd. (建信金融資產投資有限公司) agreed to subscribe registered capital of RMB14,329,878 at the consideration of RMB100,000,000 and the registered capital of Changzhou Liyuan New Energy Technology Co., Ltd. (常州鋰源新能源科技有限公司) was increased from RMB720,741,131 to RMB735,071,009; and

39 -

APPENDIX II

GENERAL INFORMATION

the subscription agreement in relation to the deemed disposal of equity interest in LBM New Energy (AP) Pte. Ltd., a non wholly-owned subsidiary of the Company date December 20, 2024 entered into by the Company, LBM New Energy (AP) Pte. Ltd., Changzhou Liyuan New Energy Technology Co., Ltd. (常州鋰源新能源科技有限公司), PT Akasya Investasi Indonesia and Aisis Alliance L.P., pursuant to which PT Akasya Investasi Indonesia and Aisis Alliance L.P. have conditionally agreed to subscribe for, and LBM New Energy (AP) Pte. Ltd. has conditionally agreed to allot and issue to PT Akasya Investasi Indonesia and Aisis Alliance L.P., the series A shares of LBM New Energy (AP) Pte. Ltd, representing approximately 34.01% and 11.34% of the enlarged share capital of LBM New Energy (AP) Pte. Ltd. upon completion, at the subscription price of USD150,000,000 and USD50,000,000, respectively. For further details, please refer to the announcement of the Company dated December 20, 2024 and the circular of the Company dated January 8, 2025.

4. DIRECTORS' SERVICE CONTRACTS

As at the Latest Practicable Date, none of the Directors had any existing or proposed service contract with any member of the Group which is not expiring or determinable by the Group within one year without payment of compensation other than statutory compensation.

5. LITIGATION

As at the Latest Practicable Date, to the best of the knowledge, information and belief of the Directors, neither the Company nor any member of the Group was engaged in any litigation or claims of material importance and there was no litigation or claims of material importance known to the Directors to be pending or threatened against any member of the Group.

6. COMPETING INTERESTS

As at the Latest Practicable Date, none of the Directors or any of their respective close associate(s) had any interests in a business, which competed or was likely to compete, directly or indirectly, with the business of the Group which would be required to be disclosed under Rule 8.10 of the Listing Rules.

7. INTERESTS IN THE GROUP'S ASSETS OR CONTRACTS OR ARRANGEMENTS

As at the Latest Practicable Date, so far as was known to the Directors, none of the Directors had any interest, direct or indirect, in any assets which have been, since June 30, 2024, being the date to which the latest published audited consolidated financial statements of the Group were made up, acquired or disposed of by or leased to, or were proposed to be acquired or disposed of by or leased to any member of the Group.

None of the Directors was materially interested in any contract or arrangement subsisting as at the Latest Practicable Date which was significant in relation to the business of the Group.

APPENDIX II

GENERAL INFORMATION

8. GENERAL

(a) The registered office and headquarters in the PRC are at No. 6 Hengtong Avenue, Nanjing Economic and Technological, Development Zone, PRC.

(b) The head office and principal place of business in Hong Kong are at 46/F, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong.

(c) The joint company secretaries of the Company are Mr. Zhang Yi and Ms. Cheung Lai Ha. Ms. Cheung Lai Ha is an associate member of The Hong Kong Chartered Governance Institute and an associate member of The Chartered Governance Institute in the United Kingdom.

9. DOCUMENTS ON DISPLAY

Copies of the following documents are on display and are published on the website of the Stock Exchange at https://www.hkexnews.hk and the website of the Company at https://www.lopal.cn for a period of 14 days from the date of this circular:

(a) the Subscription Agreement;

(b) the Shareholders Agreement; and

APPENDIX III

BUSINESS TO BE CONSIDERED AT THE EGM

RESOLUTION I

Resolution on the Comprehensive Credit Facilities and Guarantee Limit Estimate for the Year 2025

To meet the operational and development needs and ensure the smooth progress of production and operation activities, in light of the actual production and operation conditions of the Company for the year 2024 as well as the existing bank credit facilities, the Company and its subsidiaries intend to apply to banks for a total annual comprehensive credit facility limit not exceeding RMB15.8 billion (subject to the final credit facilities approved by the banks) within 12 months from the date of approval by the general meeting. The above banks include but are not limited to Industrial and Commercial Bank of China Limited, Bank of China Limited, Agricultural Bank of China Limited, China Construction Bank Corporation, Shanghai Pudong Development Bank Co., Ltd., China Minsheng Banking Corp., Ltd., China Merchants Bank Co., Ltd., Industrial Bank Co., Ltd., Bank of Jiangsu Co., Ltd., Bank of Nanjing Co., Ltd., Ping An Bank Co., Ltd., Bank of Communications Co., Ltd., China CITIC Bank Corporation Limited, The Export-Import Bank of China, etc. The comprehensive credit facilities include but are not limited to short-term working capital loans, medium- and long-term loans, bank acceptance bills, guarantees, letters of credit, mortgage loans, overseas loans under domestic guarantees, domestic loans under overseas guarantees, cross-border direct loans, etc. Additionally, the Company and its subsidiaries intend to apply to other institutions for comprehensive credit facilities not exceeding RMB1.5 billion (subject to the final credit facilities approved by these institutions). These institutions include but are not limited to Suyin Financial Leasing Co., Ltd., CMB Financial Leasing Co., Ltd., Industrial Bank Financial Leasing Co., Ltd., Minsheng Financial Leasing Co., Ltd., International Far Eastern Leasing Co., Ltd., China Merchants Financial Leasing Co., Ltd., Yangtze United Financial Leasing Co., Ltd., Bank of Beijing Financial Leasing Co., Ltd., Zhejiang Chouzhou Financial Leasing Co., Ltd., Agricultural Bank of China Financial Leasing Co., Ltd., Jiangsu Financial Leasing Co., Ltd., China National Foreign Trade Financial & Leasing Co., Ltd., etc. The comprehensive credit facilities include but are not limited to direct leasing, sale and leaseback, factoring, entrusted loans, etc. The above credit facilities do not equate to the actual financing amount of the Company; the actual financing amount shall be subject to the actual occurrence within the credit facilities. These credit facilities can be used in a revolving manner during the credit period.

The estimated guarantee limits shall not exceed RMB13.95 billion, and shall mainly be used for the Company and its subsidiaries to provide guarantees for application of comprehensive credit facilities, other financing guarantees, performance guarantees, business guarantees, product quality guarantees, and payment guarantees for raw material purchases from suppliers for themselves or for each other. This includes new guarantees and extension or renewal of existing guarantees, excluding the guarantees that have been approved previously and are still within the credit period, as well as other guarantee matters that are separately deliberated. The guarantee methods include, but are not limited to, suretyship guarantees, credit guarantees, asset mortgages, pledges, etc. The guarantee limits shall be valid for 12 months from the date of approval by the general

APPENDIX III

BUSINESS TO BE CONSIDERED AT THE EGM

meeting. Within this period, the guarantee limits can be used in a revolving and rolling manner, but the total balance of guarantees at any time within the period shall not exceed RMB13.95 billion.

The Board hereby authorizes the Chairman to review and approve specific credit facilities and guarantee matters within the aforesaid limits. The Company's legal representative or the authorized agent designated thereby is further authorized to handle relevant procedures including but not limited to credit applications, borrowings, mortgages, and guarantees, as well as to sign the relevant legal documents. Henceforth, no separate board resolutions will be issued for individual institutions.

Estimated Basic Information of the Guarantees:

Unit: RMB0'000

Guarantors	Guaranteed entities	Shareholding percentage (including indirect shareholding) in the guaranteed entities	Gearing ratio of guaranteed entities as of the latest reporting period	Balance of guarantees as of January 31, 2025	Newly added guarantee limits	Proportion of guarantee limits to the net assets of the listed company attributable to its parent for the latest reporting period	Related guarantee	Counter guarantee
I. Guarantees to subsidiaries are estimated to:
1. Subsidiaries with a gearing ratio of 70% or more
The Company and its subsidiaries within the scope of the consolidated statements	Jiangsu Nano	64.03%	86.76%	154,500.00	190,000.00	55.04%	No	No
	Tianjin Nano	64.03%	76.56%	3,000.00	40,000.00	11.59%	No	No
	Shandong Liyuan	64.03%	95.69%	55,334.09	150,000.00	43.45%	No	No
	Hubei Liyuan	64.03%	92.47%	40,741.85	120,000.00	34.76%	No	No
	Nanjing Liyuan	64.03%	104.02%	—	100,000.00	28.97%	No	No
	Sanjin Lithium	100.00%	76.48%	42,602.49	70,000.00	20.28%	No	No
2. Holding subsidiaries with a debt-to-asset ratio below 70%
The Company and its subsidiaries within the scope of its consolidated statements	Changzhou Liyuan	64.03%	50.37%	35,500.00	60,000.00	17.38%	No	No
	Sichuan Liyuan	64.03%	64.37%	58,796.37	150,000.00	43.45%	No	No
	Liyuan (Asia Pacific) (鏡源(亞太))	34.99%	0.01%	7,000.00	30,000.00	8.69%	No	No
	Liyuan (Indonesia) (鏡源(印尼))	34.99%	34.76%	—	50,000.00	14.48%	No	No
	Liyuan New Energy (鏡源新能源)	34.99%	—	—	100,000.00	28.97%	No	No
	Yichun Lopal Times	70.00%	68.55%	82,639.21	120,000.00	34.76%	No	No
	Lopal New Material	100.00%	62.51%	4,000.00	50,000.00	14.48%	No	No
	Tianjin Lopal (天津龍輔)	100.00%	31.54%	5,000.00	20,000.00	5.79%	No	No
	Jiangsu Kelas	100.00%	48.63%	32,570.00	50,000.00	14.48%	No	No
	Shandong Kelas	100.00%	38.20%	—	5,000.00	1.45%	No	No
	Sichuan Kelansu (四川可蘭素)	100.00%	38.32%	—	5,000.00	1.45%	No	No
	Hubei Kelansu (湖北可蘭素)	100.00%	21.46%	—	10,000.00	2.90%	No	No
	Seiko New Material (精工新材料)	100.00%	56.72%	5,000.00	10,000.00	2.90%	No	No

APPENDIX III

BUSINESS TO BE CONSIDERED AT THE EGM

Guarantors	Guaranteed entities	Shareholding percentage (including indirect shareholding) in the guaranteed entities	Gearing ratio of guarantee d entities as of the latest reporting period	Balance of guarantees as of January 31, 2025	Newly added guarantee limits	Proportion of guarantee limits to the net assets of the listed company attributable to its parent for the latest reporting period	Related guarantee	Counter guarantee
	Tianlan Intelligent (天藍智能)	100.00%	67.28%	1,000.00	5,000.00	1.45%	No	No
	Platinum Source Catalytic (鉛源催化)	100.00%	3.99%	—	5,000.00	1.45%	No	No
	Jiangsu Gree Energy (江蘇綠能)	100.00%	0.00%	—	10,000.00	2.90%	No	No
	Shandong Meiduo	100.00%	46.90%	—	20,000.00	5.79%	No	No
II. Estimated guarantee provided by holding subsidiary to the Company
Subsidiary within the scope of its consolidated statements	Longpan Technology (龍蟠科技)	—	36.90%	—	25,000.00	7.24%	No	No

Note 1: The aforementioned guarantees are expected to be valid for a period of 12 months from the date of approval by the general meeting.

Note 2: Within the annual estimated limits, the Company's management is authorized to internally adjust the guarantee limits for each subsidiary (including but not limited to the pre-listed guaranteed parties and newly established or consolidated holding subsidiaries within the authorization period) based on actual circumstances. When adjustments are made, companies with a debt-to-asset ratio exceeding 70% can only obtain guarantee limits from companies whose debt-to-asset ratio exceeded 70% in the latest reporting period reviewed by the general meeting.

Note 3: If different guarantors jointly provide guarantees for the financing matter of a same guaranteed entity in the consolidated financial statements, the guaranteed amount will not be double-counted.

Note 4: For the non-wholly owned subsidiary Yichun Lopal Times, the remaining shareholders have provided guarantees in the same proportion. For the non-wholly owned subsidiary Changzhou Liyuan and its subsidiaries, the remaining shareholders have not provided guarantees in the same proportion.

The above resolutions have been reviewed and approved at the 32nd meeting of the fourth session of the Board and the 25th meeting of the fourth session of the Supervisory Committee of the Company. Shareholders and Shareholder Representatives are now invited to deliberate on these matters.

APPENDIX III

BUSINESS TO BE CONSIDERED AT THE EGM

RESOLUTION II

Resolution on the Provision of Guarantees by the Controlling Shareholders and the Actual Controllers for the Comprehensive Credit Facilities Applied by the Company and Its Subsidiaries

To support the development of the Company and ensure the smooth implementation of the above-mentioned credit granting, Shi Junfeng and his spouse Zhu Xianglan, being the controlling shareholders and the actual controllers of the Company, shall provide relevant guarantees for these credit facilities. The specific guarantee amounts and guarantee methods shall be subject to the agreements entered into between the Company and the relevant institutions, with the guaranteed entity being the Company and its subsidiaries.

To improve work efficiency and handle financing business in a timely manner, the Board hereby authorizes the Chairman to review and approve specific credit facilities and guarantee matters within the aforesaid limits. The Company's legal representative or the authorized agent designated thereby is further authorized to handle relevant procedures including but not limited to credit applications, borrowings, mortgages, and guarantees, as well as to sign the relevant legal documents.

No guarantee fees will be charged to the Company, nor will the Company provide any counter-guarantee. This transaction shall comply with Article 6.3.18 of the Rules Governing the Listing of Securities on the Shanghai Stock Exchange, which stipulates that transactions between a listed company and related parties may be exempted from review and disclosure as related-party transactions. It shall also comply with Article 14A.90 of the Hong Kong Stock Exchange Listing Rules, which provides full exemption for financial assistance received by listed issuers from connected parties or jointly held entities. This transaction will not constitute a major asset restructuring as defined by the

45 -

APPENDIX III

BUSINESS TO BE CONSIDERED AT THE EGM

Administrative Measures for the Material Asset Reorganizations of Listed Companies, and thus will not require approval from relevant authorities, but will be subject to approval by the general meeting of the Company.

Shi Junfeng, Zhu Xianglan and Nanjing Bailey Venture Capital Center (Limited Partnership), who are related shareholders, will be abstained from voting.

The above resolution has been reviewed and approved at the 32nd meeting of the fourth session of the Board and the 25th meeting of the fourth session of the Supervisory Committee of the Company. Shareholders and Shareholder Representatives are now invited to deliberate on this matter.

RESOLUTION III

Resolution on Use of a Portion of Idle Self-owned Funds by the Company for Cash Management

To improve capital utilization efficiency and increase investment returns, the Company intends to use a portion of its idle self-owned funds for cash management, without affecting its normal production and operations. The investment will be made in cash management products with high security, good liquidity and low risk, which will neither impact the development of the Company's core businesses nor harm the interests of shareholders, thereby aligning with the interests of the Company and all Shareholders. Details are as follows:

I. Amount for Cash Management

The Company (including its subsidiaries) intends to use idle self-owned funds of up to RMB5 billion for cash management. This amount may be used on a rolling basis within the validity period of the resolution, provided that the outstanding balance of cash management at any given time does not exceed the approved investment amount.

II. Source of Funds

The funds for this cash management initiative are sourced from the Company's self-owned funds, among which the net proceeds from the global offering of the Company will only be used in accordance with the use of proceeds as set out in the section headed "Future Plans and Use of Proceeds" of the prospectus of the Company dated October 22, 2024.

APPENDIX III

BUSINESS TO BE CONSIDERED AT THE EGM

III. Investment Approach

Under the premise of ensuring liquidity and capital security, the Company will invest idle self-owned funds in cash management products with high security, low risk and good liquidity, which include but are not limited to structured deposits, large-denomination certificates of deposit, bank wealth management products, government bond reverse repurchase agreements, money market funds, beneficiary certificates, and other asset management products that comply with laws, regulations, and the regulatory requirements of the China Securities Regulatory Commission. The investment products for cash management shall comply with the Rules Governing the Listing of Securities on the Shanghai Stock Exchange and the Articles of Association of the Company.

IV. Investment Period

This authorization will be valid for 12 months from the date of approval by the general meeting. The Company's legal representative or the authorized agent designated will be authorized to exercise the relevant investment decision-making authority and sign the relevant legal documents, while the Company's finance department will be responsible for the implementation.

NOTICE OF 2025 SECOND EXTRAORDINARY GENERAL MEETING

Lopal

龙蟠科技

Jiangsu Lopal Tech. Co., Ltd.

江蘇龍蟠科技股份有限公司

(a joint stock company incorporated in the People's Republic of China with limited liability)

(Stock Code: 2465)

NOTICE OF 2025 SECOND EXTRAORDINARY

GENERAL MEETING

NOTICE IS HEREBY GIVEN that the 2025 second extraordinary general meeting ("EGM") of Jiangsu Lopal Tech. Co., Ltd. ("Company", together with its subsidiaries, the "Group") will be held at 2nd Floor, Large Conference Room, No. 6 Hengtong Avenue, Nanjing Economic and Technological Development Zone, Nanjing, Jiangsu Province, PRC on Thursday, April 17, 2025 at 2:00 p.m. for the purpose of considering, and it thought fit, approving the following resolutions. Unless otherwise stated, the capitalized terms used herein shall have the same meanings as defined in the circular of the Company dated March 27, 2025 (the "Circular"), of which the notice convening the EGM shall form part.

ORDINARY RESOLUTIONS

To consider and, if thought fit, pass, with or without modifications, the following resolution as ordinary resolutions:

(1) To consider and approve the entering into of the subscription agreement, the shareholders agreement and the side letter agreement with the investor, and the transactions contemplated thereunder.

(2) To consider and approve the provision of guarantees by the controlling shareholders and the actual controllers of the Company for the comprehensive credit facilities of the Group.

(3) To consider and approve the utilization of self-owned funds of the Group for cash management.

EGM-1 -

NOTICE OF 2025 SECOND EXTRAORDINARY GENERAL MEETING

SPECIAL RESOLUTIONS

To consider and, if thought fit, pass, with or without modifications, the following resolution as a special resolution:

(1) To consider and approve the application for comprehensive credit facilities and guarantee limits for the year 2025.

(2) To consider and approve the resolution to grant a general mandate to the board of directors of the Company to issue H shares.

By order of the Board
Jiangsu Lopal Tech. Co., Ltd.
SHI Junfeng
Chairman

Nanjing, PRC
March 27, 2025

Notes:

(1) In order to determine the list of Shareholders who will be entitled to attend and vote at the EGM, the registers of members of the Company will be closed from April 12, 2025 to April 17, 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 on April 12, 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 April 11, 2025 for registration.

(2) 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.

(3) 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.

EGM-2 -

NOTICE OF 2025 SECOND EXTRAORDINARY GENERAL MEETING

(4) 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 (3) 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 or any adjournment thereof. Completion and return of a form of proxy will not preclude a Shareholder from attending and voting in person at the EGM if he/she so wishes.

(5) 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.

(6) A Shareholder 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).

(7) 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.

As at the date of this notice, the board of directors comprises Mr. SHI Junfeng, Mr. LU Zhenya, Mr. QIN Jian, Mr. SHEN Zhiyong and Mr. ZHANG Yi as executive directors; Ms. ZHU Xianglan as non-executive director; and Mr. LI Qingwen, Mr. YE Xin, Ms. GENG Chengxuan and Mr. HONG Kam Le as independent non-executive directors.

EGM-3 -

AI assistant

Jiangsu Lopal Tech. Group Co., Ltd. — Proxy Solicitation & Information Statement 2025

50611_rns_2025-03-27_e0c01509-b0b1-4abe-8507-f961cd5b782b.pdf

忠辅科技

Jiangsu Lopal Tech. Co., Ltd.

江蘇龍蟠科技股份有限公司

DEFINITIONS

Jiangsu Lopal Tech. Co., Ltd.

INTRODUCTION

(1) THE SUBSCRIPTION AGREEMENT

Principal Terms of the Subscription Agreement

Date

Parties

Subscription

Subscription Price

Use of Proceeds

Conditions Precedent

Closing

SHAREHOLDING STRUCTURE OF THE TARGET COMPANY

SHAREHOLDERS AGREEMENT

Date

Parties to the Shareholders Agreement

Shareholders' Rights and Obligations

Pre-emptive right, right of first refusal and tag-along rights

Rights in relation to Phase 1 and Phase 2 of the Business

Phase 1

Phase 2

Material terms of the Offtake Agreements

Termination Put Option

Transfer Restrictions

Right of Appointment

Put Options

FEOC

Change of Control

Termination of the Shareholders Agreement

Termination Attributable to LBM or the Target Company

SIDE LETTER AGREEMENT

Date

Parties to the Shareholders Agreement

Covenants and Guarantee

Covenant to Not Encumber

Claims of Creditors

Guarantee

Indemnification

Right to Subscribe for Shares in LBM

INFORMATION OF THE COMPANY AND THE PARTIES

The Company and the Group

The Target Company

LBM

Changzhou Liyuan

Investor

FINANCIAL EFFECTS OF THE SUBSCRIPTION

REASONS FOR AND BENEFITS OF THE SUBSCRIPTION

LISTING RULES IMPLICATIONS

(2) PROVISION OF GUARANTEES BY THE CONTROLLING SHAREHOLDERS AND THE ACTUAL CONTROLLERS FOR THE COMPREHENSIVE CREDIT FACILITIES OF THE GROUP

(3) APPLICATION FOR COMPREHENSIVE CREDIT FACILITIES AND GUARANTEE LIMITS FOR THE YEAR 2025

(4) UTILIZATION OF SELF-OWNED FUNDS OF THE GROUP FOR CASH MANAGEMENT

(5) GENERAL MANDATE TO ISSUE H SHARES

THE EGM

CONFIRMATION OF THE BOARD

RECOMMENDATION

ADDITIONAL INFORMATION

1. FINANCIAL INFORMATION OF THE GROUP

2. INDEBTEDNESS OF THE GROUP

Notes:

3. WORKING CAPITAL SUFFICIENCY OF THE GROUP

4. FINANCIAL AND TRADING PROSPECTS OF THE GROUP

5. MATERIAL ADVERSE CHANGE

6. FINANCIAL EFFECTS OF THE SUBSCRIPTION

1. RESPONSIBILITY STATEMENT

2. DISCLOSURE OF INTERESTS

(i) Interests of Directors, Supervisors and chief executive of the Company

Interest in the Company

Interest in associated corporations of the Company

Notes:

3. MATERIAL CONTRACT

4. DIRECTORS' SERVICE CONTRACTS

5. LITIGATION

6. COMPETING INTERESTS

7. INTERESTS IN THE GROUP'S ASSETS OR CONTRACTS OR ARRANGEMENTS

Jiangsu Lopal Tech. Group Co., Ltd. Proxy Solicitation & Information Statement 2025