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 龙蜡科技

Jiangsu Lopal Tech. Co., Ltd.

江蘇龍蜡科技股份有限公司

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

(Stock Code: 2465)

(1) MAJOR TRANSACTION IN RELATION TO DEEMED DISPOSAL;
(2) PROPOSED ADJUSTMENT TO THE OVERSEAS INVESTMENT PLAN;
AND
(3) NOTICE OF 2025 FIRST EXTRAORDINARY GENERAL MEETING

A letter from the Board is set out on pages 6 to 24 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 Friday, January 24, 2025 at 2:00 p.m. is set out on pages EGM-1 to EGM-2 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 Thursday, January 23, 2025 at 2:00 p.m. (Hong Kong time)). Completion and return of the form of proxy will not preclude you from attending and voting in person at the EGM or any adjournment thereof (as the case may be) should you so wish. Shareholders who intend to attend the EGM should also complete and return the reply slip in accordance with the instructions printed thereon.

January 8, 2025

CONTENTS

Page

DEFINITIONS ... 1
LETTER FROM THE BOARD ... 6
APPENDIX I — FINANCIAL INFORMATION OF THE GROUP ... 25
APPENDIX II — GENERAL INFORMATION ... 28
NOTICE OF 2025 FIRST EXTRAORDINARY GENERAL MEETING ... EGM-1

DEFINITIONS

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

"Affiliate"
with respect to any specified person, any other person who, directly or indirectly, controls, is controlled by, or is under common control with such person, including without limitation any general partner, limited partner, shareholder, managing member, investment adviser, officer, director or trustee of such person, or any venture capital fund or investment company now or hereafter existing that is controlled by one or more general partners, managing members or investment adviser of, or shares the same management company or investment adviser with, such person

"Aisis"
Aisis Alliance L.P., an exempted limited partnership established in the Cayman Islands

"Applicable Law"
(i) any applicable laws, statutes, ordinances, regulations, rules, notice requirements, agency guidelines, principles of law and legal requirements of any governmental authority and (ii) any judgment, decision, consent decree, injunction, arbitration award, ruling or order of any government authority or arbitrator that is binding on or with respect to any Party, its Affiliates or their property

"Board"
the board of Directors

"Business"
manufacturing and sale of lithium iron phosphate (LFP) or lithium manganese iron phosphate (LMFP) products or related precursor material and such other activities as set out in the articles of association of each member of the Target Group

"Business Day"
a day on which banks are open for business in Singapore, Indonesia, Korea and Mainland China (excluding Saturdays, Sundays or public holidays)

"Call Option"
has the meaning ascribed to it under "Shareholders' Agreement — Shareholders' Rights and Obligations — Call Option" in this circular

"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)

"Completion"
completion of the Subscription pursuant to the terms of the Subscription Agreement

DEFINITIONS

"Completion Date" the date of the Completion

"Conditions Precedent" has the meaning ascribed to it under “The Subscription Agreement — Conditions Precedent” in this circular

"Director(s)" the director(s) of the Company

"EGM" the 2025 first extraordinary general meeting of the Company to be convened on Friday, January 24, 2025 at 2:00 p.m. for the Shareholders to consider and, if thought fit, to approve, among other things, (i) the Subscription Agreement, the Shareholders’ Agreement and the transactions contemplated thereunder and (ii) Overseas Investment Adjustment (as defined below)

"Existing Potential Investor Contract" an LFP cathode supply contract as signed by and between the Existing Shareholder and the Potential Investor or as may be further defined in writing by the Parties

"Existing Shareholder" Changzhou Liyuan New Energy Technology Co., Ltd. (常州鋰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

"Greater China" the People’s Republic of China, for the purpose of this circular, including Mainland China, Hong Kong Special Administrative Region, Macao Special Administrative Region and Taiwan

"Group" the Company and its subsidiaries as at the Latest Practicable Date

"Hong Kong" the Hong Kong Special Administrative Region of the PRC

"INA" PT Akasya Investasi Indonesia, a limited liability company established in the Republic 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)

DEFINITIONS

"Indonesia Phase 1 Plant"
the initial phase of the business of LBM Indonesia, 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 (the "Products") 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 Products, (iii) any other activities and businesses as mutually agreed to between the shareholders of LBM Indonesia and (iv) other activities related and/or ancillary to the foregoing

"Indonesia Phase 2 Plant"
the additional manufacturing facility to manufacture the Products in Indonesia with 90,000 tons of LFP cathode production capacity

"Interim Supply Export Contract"
a supply contract in which, the Existing Shareholder or any of its Affiliates in China is a party, for the purpose of the customer's supplier registration (if required by the relevant customer) with an interim supply to a customer

"Investors"
collectively, INA and Aisis

"IRR"
the internal rate of return

"Latest Practicable Date"
January 7, 2025, being the latest practicable date prior to the publication of this circular for ascertaining certain information in this circular

"LBM Indonesia"
PT LBM Energi Baru Indonesia, a foreign investment company established incorporated under the laws of the Republic of Indonesia, an indirect non-wholly owned subsidiary of the Company which is wholly-owned by the Target Company

"Liquidity Option"
has the meaning ascribed to it under "Shareholders' Agreement — Shareholders' Rights and Obligations — Liquidity Option" in this circular

"Liquidity Option Preference"
has the meaning ascribed to it under "Shareholders' Agreement — Shareholders' Rights and Obligations — Liquidity Option Preference" in this circular

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

"Long Stop Date"
the date falling 120 days from the date of the Subscription Agreement, or such other date as may be notified in writing to the Target Company by the Investors

DEFINITIONS

"Losses"	all losses, liabilities, fees and costs (including reasonable legal fees and experts’ and consultants’ fees), charges, expenses, actions, proceedings, claims and demands
"Potential Investor"	a potential investor of any subsidiaries of the Target Company or as may be further agreed in writing by the Parties
"Potential Investor Contract"	Existing Potential Investor Contract and the Potential Investor Contract in Discussion
"Potential Investor Contract in Discussion"	an amendment to the Existing Potential Investor Contract or as may be further agreed in writing by the Parties
"PRC"	the People’s Republic of China which, for the purpose of this circular, excludes Hong Kong, the Macao Special Administrative Region of the People’s Republic of China and Taiwan
"Qualifying IPO"	the closing of a firmly underwritten public offering of shares of the Target Company for the purpose of and in connection with the admission of the Target Company to the Official List of the Singapore Exchange Securities Trading Limited or any other agreed securities exchange, which meets the criteria as set out in the Shareholders’ Agreement
"Series A Preferred Distribution"	from the second (2nd) anniversary of the Completion, a cumulative fixed preferential dividend payable in cash equal to 5% of the initial subscription price per share (as appropriately adjusted for any subdivisions, consolidations, share dividends or similar recapitalisations) per annum for each Series A Share held by such holder
"Series A Share(s)"	series A preference share(s) in the capital of the Target Company from time to time having the rights set out in the constitution of the Target Company, including the terms and conditions set out in Shareholders’ Agreement
"SFO"	the Securities and Futures Ordinance (Cap. 571 of the laws of Hong Kong)
"Shareholder(s)"	the shareholder(s) of the Company
"Shareholders’ Agreement"	the shareholders’ agreement in relation to the Target Company entered into among the Company, the Target Company, the Existing Shareholder and the Investors on December 20, which will take effect on and from the Completion

DEFINITIONS

"Side Letter"
the side letter signed by the Warrantors and the Investors dated as of the date of the Subscription Agreement

"Stock Exchange"
The Stock Exchange of Hong Kong Limited

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

"Subscription Agreement"
the subscription agreement dated December 20, 2024 entered into among the Company, the Target Company, the Existing Shareholder and the Investors in connection with the subscription of Subscription Shares by the Investors

"Subscription Shares"
the Series A Shares to be subscribed for by the Investors and to be issued by the Target Company to the Investors pursuant to the Subscription Agreement

"Supervisor(s)"
the supervisor(s) of the Company

"Target Company"
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 which is wholly-owned by Existing Shareholder

"Target Group"
the Target Company and its subsidiaries

"Target Share(s)"
the share(s) of the Target Company

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

"U.S."
the United States of America

"USD"
United States dollars, the lawful currency of the U.S.

"Warrantor(s)"
individually or collectively, the Company, the Target Company and the Existing Shareholder

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

January 8, 2025

To the Shareholders

Dear Sir/Madam,

(1) MAJOR TRANSACTION
IN RELATION TO DEEMED DISPOSAL;
(2) PROPOSED ADJUSTMENT TO THE OVERSEAS
INVESTMENT PLAN;
AND
(3) NOTICE OF 2025 FIRST
EXTRAORDINARY GENERAL MEETING

INTRODUCTION

Reference is made to (i) the announcement of the Company dated December 20, 2024 in respect of, among others, the deemed disposal of equity interest in the Target Company, a non wholly-owned subsidiary of the Company (the "Deemed Disposal"), and (ii) the overseas regulatory announcement of the Company dated January 8, 2025 in relation to the

LETTER FROM THE BOARD

proposed adjustment of overseas investment plan (the "Overseas Investment Adjustment"). The purposes of this circular are to provide the Shareholders with further details of the Deemed Disposal and the Overseas Investment Adjustment and to give the Shareholders the notice of the EGM to consider and, if thought fit, to approve (i) the Deemed Disposal and the transactions contemplated under the Subscription Agreement and the Shareholders' Agreement and (ii) the Overseas Investment Adjustment.

THE SUBSCRIPTION AGREEMENT

The Board is pleased to announce that on December 20, 2024 (after trading hours), the Company, the Target Company, the Existing Shareholder, and the Investors entered into the Subscription Agreement, pursuant to which INA and Aisis have conditionally agreed to subscribe for, and the Target Company has conditionally agreed to allot and issue to INA and Aisis, the Subscription Shares, representing approximately 34.01% and 11.34% of the enlarged share capital of the Target Company upon Completion (taking into account 5,310,959 Target Shares to be issued under the First Subsequent Investment (as defined below)), at the subscription price (the "Subscription Price") of USD150,000,000 and USD50,000,000, respectively.

Principal Terms of the Subscription Agreement

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

Date

December 20, 2024 (after trading hours)

Parties

(1) the Company
(2) the Target Company
(3) the Existing Shareholder
(4) the Investors

(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, each of the Investors and their respective ultimate beneficial owner(s) are Independent Third Parties as at the Latest Practicable Date.

Subscription

Subject to and upon the terms and conditions of the Subscription Agreement, INA and Aisis have conditionally agreed to subscribe for, and the Target Company has conditionally agreed to allot and issue to INA and Aisis, the Subscription Shares, representing approximately 34.01% and 11.34% of the enlarged share capital of the Target Company

LETTER FROM THE BOARD

upon Completion (taking into account 5,310,959 Target Shares to be issued under the First Subsequent Investment), at the Subscription Price of USD150,000,000 and USD50,000,000, respectively. The total Subscription Price was determined with reference to the Company's estimated capital needs for the development of the Target Group including for the construction and development of the Indonesia Phase 2 Plant and the Group maintaining control over the Target Company on the basis that the Target Company remains to be owned as to a subsidiary of the Group and its financial results will continue to be consolidated with the Group.

It is contemplated that, upon Completion (taking into account 5,310,959 Target Shares to be issued under the First Subsequent Investment), the Company will hold approximately 64.03% of the equity interest in the Existing Shareholder, which, in turn, will hold 54.65% of the equity interest (compared to 100.00% of the equity interest prior to Completion) in the Target Company. Upon Completion, the Target Company will remain as subsidiaries of the Company and the financial results of the Target Group will continue to be consolidated with the Group.

Subscription Price

The total subscription price of USD200,000,000 shall be paid by the Investors to the Target Company on the date of Completion in cash by electronic funds transfer to the designated bank account of the Target Company, and was determined based on arm's length negotiations between the Parties on normal commercial terms with reference to the estimated worth of the Target Company at USD225,000,000 before the Subscription (the "Initial Estimated Worth"), which has been estimated after taking into account (i) the total actual capital expenditure of no less than USD100 million incurred during the implementation of the Indonesia Phase 1 Plant (covering investment in civil engineering, equipment investment and software investment), (ii) the total estimated value of no less than USD100 million for a signed production contracts, in particular, a supply agreement to deliver no less than 160 kt of LFP cathode volume (details of which were disclosed in the announcement of the Company published on the website of Shanghai Stock Exchange on February 22, 2024), and (iii) a certain premium agreed between the Parties based on the Investors' confidence in the Target Group and the LFP cathode industry.

Furthermore, based on arm's length negotiations between the Parties, the Initial Estimated Worth has also been agreed by the Parties subject to the following assumptions:

(1) the Existing Shareholder and/or its Affiliate(s) shall subscribe for such number of Target Shares with an aggregate value of USD30,000,000 (the "Subsequent Investment") where the Subsequent Investment includes (a) first injection of capital equivalent to USD16,000,000 from the Existing Shareholder to the Target Company for 5,310,959 Target Shares (representing approximately 3.63% of the enlarged share capital of the Target Company upon Completion), which has been made and is expected to complete the relevant registration after the Completion together with the relevant registration for the Subscription in accordance with the relevant laws and regulations in connection with the registration (the "First

LETTER FROM THE BOARD

Subsequent Investment"); and (b) a subsequent injection of capital from the Existing Shareholder and/or its Affiliates to the Target Company within nine (9) months from the Completion; and

(2) the Target Company owns either:

(i) 100% of the issued and paid-up shares in LBM Indonesia and the Indonesian company owning and operating Indonesia Phase 2 Plant, or
(ii) if Potential Investor (but, for the avoidance of doubt, no other party) holds shares in LBM Indonesia, not less than 80% of the issued and paid-up shares in LBM Indonesia.

The Initial Estimated Worth shall be subject to an adjustment mechanism to account for certain conditions not being met within nine (9) months from the Completion as follows:

(1) if the Subsequent Investment did not occur, the Initial Estimated Worth shall be adjusted down by USD30,000,000;
(2) if Subsequent Investment occurred but the invested amount is less than USD30,000,000, the Initial Estimated Worth shall be adjusted down by the difference between USD30,000,000 and the Existing Shareholder's actual invested amount.

(either case being "Adjustment"). The Initial Estimated Worth following the Adjustment being the "Adjusted Worth".

Within ten (10) Business Days following nine (9) months from Completion, the Target Company will issue to the Investors, with no obligation on the Investors to make any further payment to the Company, such additional Series A Shares as may be necessary, in accordance with the shareholding proportion as between the Investors in the Target Company (and, for the avoidance of doubt, excluding the shareholding proportion of the Existing Shareholder and/or their Affiliate(s) in the Target Company), so that the total number of Target Shares held by the Investors in the Target Company reflects the total subscription price paid by the Investors calculated on the basis of the Adjusted Worth (the "Additional Issue"). For the avoidance of doubt, the Adjusted Worth can be same as the Initial Estimated Worth if no Adjustment occurs. After the Subsequent Investment has been fully made, the estimated value of the Target Company will be equal to the Adjusted Worth plus the amount of the Subsequent Investment. In the event of any Additional Issue, the Group will ensure that the Target Company will remain as a subsidiary of the Company and the financial results of the Target Company will be consolidated into the financial results of the Company upon completion of any Additional Issue.

The Directors are of the view that the Initial Estimated Worth and the aforesaid adjustment mechanism are fair and reasonable, and in the interest of the Company and the Shareholders as a whole.

LETTER FROM THE BOARD

Use of Proceeds

The Target Company shall apply no less than 85% of the proceeds of the subscription by the Investors for the Subscription Shares for the capital and operational expenses for the development of the Indonesia Phase 2 Plant, with funds to be gradually utilized in accordance with the progress of its development. Provided that the funding required for the development of the Indonesia Phase 2 Plant remains unaffected, such proceeds may also be utilized for the operational expenses incurred in the ordinary course of business of the Indonesia Phase 1 Plant and/or the operational expenses incurred in the ordinary course of business of the Target Company but in any event such utilization of the proceeds shall not exceed 15% of the total proceeds from the Subscription.

The Target Company shall keep the Investors informed of the use of proceeds for operational expenses and repayment for the Indonesia Phase 1 Plant, prior to the payments being made.

Reference is made to section headed "Future Plans and Use of Proceeds" in the prospectus of the Company date October 22, 2024. Approximately 40.0%, or HK$208.0 million, of the proceeds from the global offering of the Company (the "Proceeds") is expected to be used to pay partial expenses for the Indonesia Phase 2 Plant, which includes funds required for the construction of the plant and purchase and installation of major production machineries and equipment. However, the Proceeds are insufficient to fully cover the capital expenditure budget for the Indonesia Phase 2 Plant, which is estimated at USD252 million. The proceeds from the Subscription can be utilized to accelerate the expansion of production capacity of the Indonesia Phase 2 Plant to reach an annual production capacity level of 90,000 tons of LFP cathode materials.

For the avoidance of doubt, as of the Latest Practicable Date, none of the Proceeds has been utilized for the construction or operation of the Indonesia Phase 1 Plant and/or the Indonesia Phase 2 Plant. Furthermore, as of the Latest Practicable Date, the Company has no intention to change its intended use of Proceeds.

Conditions Precedent

The Completion is conditional upon fulfilment, or waiver as the case may be, of the following conditions to the satisfaction of each of the Investors:

(1) the Investors having received a confirmation letter from the Warrantors regarding business developments of the Target Group in the form and substance satisfactory to the Investors;

(2) all consents and approvals necessary for the transactions contemplated under the Subscription Agreement having been obtained and remaining valid and effective up till and including the Completion, and where the necessary consents and approvals are subject to conditions, such conditions being satisfactory to the Investors in their reasonable discretion and being fulfilled;

10 -

LETTER FROM THE BOARD

(3) the allotment, issuance and subscription of the relevant Subscription Shares not having been prohibited by any statute, order, rule, regulation or directive promulgated or issued after the date of the Subscription Agreement by any government authority of Singapore or elsewhere which is applicable to the Target Company or the Investors;

(4) no party to the Subscription Agreement having received notice of any claim, injunction, order or notice restraining or prohibiting the entering into or the consummation of the transactions contemplated by the Subscription Agreement or seeking damages or other recourse in respect thereof, or notice that any of the foregoing is pending or threatened;

(5) the representations and warranties of the Warrantors contained in Subscription Agreement being true, correct, accurate and complete as at the date of Subscription Agreement and as of the Completion Date;

(6) the Warrantors having performed and complied with all undertakings and obligations under the Transaction Documents; and

(7) each of the Investors having approved the form of the written resolutions of the board of directors and shareholders of the Target Company approving the relevant matters in relation to the Subscription Agreement.

According to the Subscription Agreement, all Conditions Precedent can be waived (in whole or in part) by both Investors in writing ("Condition Waivers"), and the waived Conditions Precedent will automatically be deemed to be a post-Completion undertaking to be fulfilled within a certain period of time specified in the Condition Waivers. For the avoidance of doubt, Shareholders' approval for the Deemed Disposal and the transactions contemplated under the Subscription Agreement and the Shareholders' Agreement must be obtained prior to the Completion and cannot be waived by the Investors under any circumstances.

Unless specifically waived by both Investors in writing, if any of the Conditions Precedent are not satisfied on or before the Long Stop Date, the Subscription Agreement (save for certain surviving clauses as set out in the Subscription Agreement) shall cease and the Target Company shall have no claims against any of the Investors for costs, damages, compensation or otherwise, save for any rights, claims or remedies available or already accrued to the Investors prior to such termination. As at the Latest Practicable Date, none of the Conditions Precedent is satisfied or waived.

11 -

LETTER FROM THE BOARD

Pre-Completion Undertakings

The Warrantors undertake to the Investors to procure, among others, the following, save as with the prior written approval of the Investors or otherwise permitted under the Subscription Agreement, between the date of the Subscription Agreement and the Completion:

(1) each member of the Target Group shall carry on its business in the ordinary course as carried on at the date of the Subscription Agreement and consistent with past practices, and maintain all necessary permits, licenses and compliance with the Applicable Laws;

(2) the Target Group shall not take certain corporate actions or enter into significant transactions as set out in the Subscription Agreement, without the prior written consent of the Investors;

(3) the Target Company will own (or continue to own, as relevant) 100% of the issued and paid-up shares in LBM Indonesia and the Indonesian company owning and operating Indonesia Phase 2 Plant and no other party will hold shares in LBM Indonesia and the Indonesian company owning and operating Indonesia Phase 2 Plant, except for the potential investment in LBM Indonesia by Potential Investor;

(4) no third-party investments in the Target Company’s subsidiaries are accepted on terms more favourable than those granted to the Investors, with breaches of the aforesaid deemed to cause Losses to the Investors for which the Warrantors are jointly and severally liable; and

(5) the Target Group shall not form any subsidiary, acquire shares in any company, or cause any change in any partnership or joint venture, except to enable Potential Investor’s 20% investment in Indonesia Phase 1 Plant.

Completion

The Completion shall take place within ten (10) Business Days after the date of fulfilment or waiver of the last outstanding Conditions Precedent, or such other date as the Target Company and the Investors may agree in writing. Upon Completion, the Target Company will remain as subsidiaries of the Company and the financial results of the Target Group will continue to be consolidated with the Group.

12 -

LETTER FROM THE BOARD

Post-Completion Undertakings

Each of the following parties shall and the Warrantors undertake to procure that each of those parties shall complete all post-Completion undertakings. The post-Completion undertakings are as follows:

Subscription Agreement Undertakings

(1) within nine (9) months from the Completion, the Existing Shareholder and/or its Affiliate(s) shall either make the Subsequent Investment or to make the Additional Issue to the Investors. In the event that the Subsequent Investment materialises, the Subsequent Investment will be funded by the internal resources of the Existing Shareholder. Immediately after the Subsequent Investment, the Target Company will be owned as to 56.04% by the Existing Shareholder, which is owned as to approximately 64.03% by the Company;

(2) the Target Company, the Company, and the Existing Shareholder shall take all reasonable actions or shall refrain themselves from doing certain actions, as required by the Investors, for the purpose of protecting the Target Company's rights in intellectual property and/or other property and assets, as set out in the Subscription Agreement;

(3) immediately after the Indonesia Phase 1 Plant is able to supply the relevant customer, the Company and the Existing Shareholder shall novate and transfer to the Target Company or include the Target Company as a co-supplier in the Interim Supply Export Contracts, and provide all the necessary support to ensure that the Target Company is successfully registered as the customer's supplier as soon as practicable;

(4) the Company and the Existing Shareholder will ensure that the Target Company and its subsidiaries have the first right to develop customers outside of Greater China (the "Relevant Territories") and enter into contracts as the principal contracting party in the Relevant Territories. Additionally, exports from China by the Existing Shareholder or its affiliates will be restricted to existing contracts unless specifically requested by customers with proper justification;

(5) the Existing Shareholder shall ensure the Target Company reaches certain utilization rate of its production capacity to fulfill orders from overseas customers, except for occasions arising from customers' China onshore orders which request additional Chinese factories to be built;

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LETTER FROM THE BOARD

Side Letter Undertakings

(6) Each of the Warrantors undertakes to notify the Investors in writing of any material inaccuracy in, breach of, or failure to comply with representations, warranties, or obligations under the Transaction Documents ("Material Breach") and to rectify such Material Breach to the Investors' satisfaction within a pre-agreed period. If the Material Breach is not rectified within the pre-agreed period, the Investors may, at their discretion, either (a) require the Warrantors to jointly and severally pay a penalty equal to 15% of each Investor's respective consideration for the Subscription in a manner as set out in the Side Letter, or (b) require the Target Company to complete a Redemption (as defined below) within 90 days, failing which the Existing Shareholder and/or the Company must carry out an Acquisition (as defined below), in either case at the Liquidation Option Preference.

Indemnification under the Side Letter

The Warrantors shall jointly and severally indemnify and hold harmless each of the Investors from and against any Losses incurred by each of the Investors that directly or indirectly arise out of, result from, are based upon or relate to any failure by the Warrantors to perform the covenants, obligations or agreements required to be performed by any of them under the Side Letter and the Applicable Laws.

In the event of any investment made by any Potential Investor, except if expressly permitted by the Subscription Agreement and/or the Shareholders' Agreement or with the prior written consent of the Investors, into LBM Indonesia and/or the Indonesian company owning and operating the Indonesia Phase 2 Plant, the Target Company shall be deemed to cause Losses to the Investors, for which the Target Company, the Existing Shareholder and the Company shall jointly and severally indemnify, hold harmless and covenant to pay the Investors on demand against any and all such Losses. For the avoidance of doubt, the Warrantors shall not be deemed to be in a Material Breach provided that the Warrantors pay the Investors on demand against any and all such Losses.

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LETTER FROM THE BOARD

SHAREHOLDING STRUCTURE OF THE TARGET COMPANY

Set out below is the shareholding structure of the Target Company:

Shareholders	As of the date of the Subscription Agreement^{1}		Immediately after the Completion^{2}		Immediately after the Subsequent Investment^{3}
	Number of Target Shares	Approximately shareholding percentage (%)	Number of Target Shares	Approximately shareholding percentage (%)	Number of Target Shares	Approximately shareholding percentage (%)
Existing Shareholder	74,685,367	100.00%	79,996,326	54.65%	84,643,415	56.04%
INA	—	—	49,790,244	34.01%	49,790,244	32.97%
Aisis	—	—	16,596,748	11.34%	16,596,748	10.99%
Total	74,685,367	100.00%	146,383,318	100%	151,030,407	100.00%

Notes:
1. without taking into account 5,310,959 Target Shares to be issued under the First Subsequent Investment which is pending registration as of the date of the Subscription Agreement.
2. taking into account 5,310,959 Target Shares to be issued under the First Subsequent Investment.
3. assuming the Subsequent Investment has been made in full.

SHAREHOLDERS' AGREEMENT

In connection with the Subscription Agreement, on December 20, 2024, the Company, the Target Company, the Existing Shareholder, and the Investors have entered into the Shareholders' Agreement, which will take effect on and from the Completion. The principal terms of the Shareholders' Agreement are set out below:

Date

December 20, 2024 (after trading hours)

Parties to the Shareholders' Agreement

(1) the Company
(2) the Target Company
(3) the Existing Shareholder
(4) the Investors

LETTER FROM THE BOARD

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 Completion Date. In particular, it contains the following key provisions in relation to the Investors' rights and obligations as shareholders of Target Company:

Research and Development

The Target Company shall establish a dedicated research and development ("R&D") centre. The primary purpose of the R&D centre will be to conduct research and develop innovative technologies aimed at advancing and/or expanding the Business such that the Target Company is able to carry out R&D activities independently as soon as practicable before the Target Company is no longer under the control of and/or financially consolidated with the Existing Shareholder. Any technologies jointly developed through the R&D efforts of the Target Company and the Existing Shareholder in relation to the Business shall be jointly owned by the Target Company and the Existing Shareholder subject to compliance with the Applicable Laws.

Right of Appointment and Removal

The board of directors of the Target Company (the "Target Board") shall, as of the Completion Date, initially consist of seven (7) members. Subject to the further adjustment if any Investor no longer holds enough Target Shares, the Existing Shareholder, the INA and Aisis shall have the right to appoint, maintain and remove four (4) directors, two (2) directors and one (1) director to the Target Board. For the avoidance of doubt, there will be no change to the composition of the Target Board in the event of the Additional Issue.

Potential Investor Contract

The Company and the Existing Shareholder undertake to indemnify and hold harmless the Target Company, LBM Indonesia, the Investors and their respective directors, officers, employees, and representatives from and against all costs, expenses, losses, and damages incurred by them arising directly or indirectly from:

(1) any shortfall and/or any defects or quality issues of iron phosphate supplied by the Existing Shareholder and/or its Affiliates other than a member of the Target Group to LBM Indonesia to the fullest extent permissible by Applicable Laws, and the Company and the Existing Shareholder shall bear full responsibilities for all associated liabilities; and

(2) any breach of, or liabilities under, the Potential Investor Contract or any purchase agreement as defined in the Potential Investor Contract (including any breach of representations, warranties, covenants, agreements or other obligations) by the Existing Shareholder and/or its Affiliates other than a member of the Target Group in China.

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LETTER FROM THE BOARD

Funding of Indonesia Phase 1 Plant and Indonesia Phase 2 Plant and Capital Expenditure of Indonesia Phase 2 Plant

The Company and the Existing Shareholder undertakes to the Investors that the Indonesia Phase 1 Plant will be fully funded by the Company and/or the Existing Shareholder, and the total actual capital expenditure will not exceed 112.5% of the capital expenditure budget of Indonesia Phase 2 Plant, which is estimated at USD252 million (the "Budget"). Any actual capital expenditures exceeding 112.5% of the Budget shall be fully funded by the Company and the Existing Shareholder in a manner that neither dilutes the Investors' respective shareholdings in the Company nor prejudices the Investors' rights or interests in any way.

Pre-Emptive Right, Right of First Refusal and Tag-Along Rights

The Investors 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.

Liquidity Options

It is the Parties' intention to effect a Qualifying IPO as soon as practicable and in any event within five (5) years from the Completion, with the Target Company having the right to defer it by up to two years (subject to Investors' consent for the second year).

If a Qualifying IPO is not achieved within six (6) years from the Completion, each Investor shall have the right to transfer all or part of its Target Shares to any third party (the "Third-Party Sale") or exercise drag-along right in accordance with the Shareholders' Agreement. If the consideration (whether in cash or otherwise) from such Third-Party Sale, or the exercise of a tag-along or drag-along right is lower than the amount to which each Investor would be entitled pursuant to its Liquidity Option Preference (such deficiency, a "Liquidity Option Shortfall"), the Investors may by written notice require the Target Company and the Company to contribute sufficient funds to cover the Liquidity Option Shortfall to ensure that each Investor will receive a return equal to its Liquidity Option Preference.

If no Third-Party Sale or drag-along has been consummated, then following the seventh (7th) anniversary of the Completion, each Investor has an option in writing to request either: (i) the Target Company to redeem or repurchase all or any of the Target Shares held by such Investor (the "Redemption"), or (ii) if the Target Company fails to complete the Redemption within three (3) months following receipt of such request for Redemption, the Company and the Existing Shareholder to purchase all or any of the Target Shares held by such Investor (the "Acquisition"), in either case at the Liquidity Option Preference.

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LETTER FROM THE BOARD

Liquidity Option Preference

For the purposes of Liquidity Options, the Liquidity Option Preference means if no Qualifying IPO occurs before the sixth (6th) anniversary of the Completion:

(1) an amount that would enable the Investors to achieve a USD IRR of 9.5%, inclusive of all paid Series A Preferred Distribution or other distribution of profits of the Target Company to date; or

(2) in the event that the Target Company, the Existing Shareholder or the Company chooses to defer the payment of all or part of any payment that must be made by them beyond six (6) months but no later than twelve (12) months from the date of the relevant notice from the Investor to the Target Company, the Existing Shareholder or the Company (as applicable), an amount that would enable the Investors to achieve a USD IRR of 11%, inclusive of all paid Series A Preferred Distribution or other distribution of profits of the Target Company to date.

For the avoidance of doubt, the Target Company, the Existing Shareholder, or the Company cannot choose to defer the payment of all or any part of an amount that must be paid by them in accordance with the Liquidity Option Preference beyond twelve (12) months from the date of the relevant notice.

Call Option

If none of the Liquidity Options has been consummated, then following the ninth (9th) anniversary of the Completion, the Target Company shall be entitled to require the Investors to sell all of their Target Shares to the Target Company at the higher of (i) the fair market value of such Target Shares; or (ii) a price that would deliver at least a USD IRR of 16% (inclusive of all paid Series A Preferred Distribution or other distribution of profits of the Target Company to date) to each of the Investors. The exercise of the Call Option is at the discretion of the Company. The Company would comply with the applicable requirements under Chapter 14 of the Listing Rules in the event that the Call Option is exercised.

After arm's length negotiations between the Parties, the USD IRR of 9.5%, 11% and 16% under the Liquidity Option Preference and Call Option were determined with reference to the following factors:

(1) the expectation of the Investors for the return on their investment;

(2) the historical buyback rate of 8% per annum calculated on a simple interest basis for the Target Company in its previous domestic financing transactions in 2021;

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LETTER FROM THE BOARD

(3) the effective federal funds rate of the United States; and
(4) a favourable adjustment of the USD IRR to attract the investment in the Target Company.

The increase in USD IRR from 9.5% to 11% to the Investors represents the additional interest rate payment payable to the Investors as compensation for the deferred payment for up to 12 months. The increase in USD IRR to 16% represents the compensation payable to the Investors for being required to withdraw their investments in the Target Company and not being able to remain as a shareholder of the Target Company even they have elected not to exercise any Liquidity Options.

In view of the above, the Directors are of the view that the Liquidity Options and Liquidity Option Preference are fair and reasonable, and in the interest of the Company and the Shareholders as a whole.

The Directors are also of the view that the Call Option and its basis of determination are fair and reasonable, and in the interest of the Company and the Shareholders as a whole based on the followings:

(1) the Call Option and the exercise price (including the USD IRR of 16%) were arrived at after arm's length negotiations between the Parties. Taking into account the Investors' investment into the Target Company, which will enable the Target Group (being subsidiaries of the Group) to develop its business and expand its production capacity and in turn enhance the business and financial performance of the Group, a guaranteed return to the Investors (who are primarily financial investors) is deemed necessary to attract their investment in the Target Company and, such guaranteed return arrangement, particularly under the circumstances where the Target Company aims at achieving a Qualifying IPO, is common and aligns with normal industry practices for transaction of this type; and
(2) the ultimate decision on whether to exercise or not to exercise the Call Option rests with the Target Company (which is a subsidiary of the Group). Specifically, the Target Company has the discretion not to exercise the Call Option in the event that the fair market value of the Target Shares will be significantly lower than the price calculated based on the USD IRR of 16%. Furthermore, the Company will comply with the applicable requirements under the Listing Rules, including announcement, circular, Shareholders' approval requirements as and when appropriate and required in the event the Call Option will be exercised.

The Target Company, the Existing Shareholder, and the Company shall use their respective best effort to ensure that the Target Group maintains compliance with the Applicable Laws. In the event of non-compliance with such Applicable Laws, necessary actions shall be taken to ensure the Target Group's compliance with the Applicable Laws.

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LETTER FROM THE BOARD

The Company would comply with the applicable requirements under Chapter 14 of the Listing Rules upon exercise of any right under as set out in the Shareholders' Agreement and the above, including the Call Option.

INFORMATION OF THE COMPANY AND THE PARTIES

The Company and the Group

The Company is 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.

The Target Company

The Target Company is a private company limited by shares incorporated in Singapore and an indirect non-wholly owned subsidiary of the Company which is wholly-owned by Existing Shareholder. The Target Company is principally engaged in investment, asset management and import and export trading of LFP cathode materials.

Set out below is the financial information extracted from the audited financial statements of the Target Group for the years ended December, 31 2022 and 2023, and for the ten months ended October 31, 2024:

	Year ended December 31,		Ten months ended October 31,
	2022 RMB'000 (audited)	2023 RMB'000 (audited)	2024 RMB'000 (audited)
Total assets	2,308.9	499,891.8	814,221.0(1)
Total liabilities	32.4	126,902.6	301,153.4
Revenue	1,998.64(2)	225.2(2)	—(3)
Profit/(loss) before taxation	(2,822.27)	5,915.1(4)	(6,214.2)(5)
Profit/(loss) after taxation	(2,822.27)	6,775.8(4)	(5,538.0)(5)

The audited consolidated net assets of the Target Group as at October 31, 2024 amounted to approximately RMB513.07 million.

Notes:

(1) Mainly includes cash and cash equivalents, inventories, fixed assets, and construction-in-progress (i.e., Indonesia Phase 1 Plant and Indonesia Phase 2 Plant).

(2) During the year 2022, the revenue of Target Group was primarily attributable to the sale of automobile and industrial lubricants, of which the Target Group was then principally engaged in. However, due to internal business adjustments implemented in 2023, the aforesaid lubricant sales business was significantly scaled down, leading to a substantial decline in revenue for the year 2023 compared to 2022.

LETTER FROM THE BOARD

(3) During the year 2024, the Target Company fully ceased its operations in the sale of automobile and industrial lubricants and shifted its focus to the sale of LFP cathode materials. However, as of October 31, 2024, the sale of LFP cathode materials had not yet been officially launched, resulting in no revenue being recorded for the ten months ended October 31, 2024.

(4) The turnaround from loss-making to profit-making in the year of 2023 was primarily attributable to the exchange gains arising from the financial expenses in Indonesia.

(5) The losses for the ten months ended October 31, 2024 were primarily attributable to the trial production of LFP cathode materials following the business shift from automobile and industrial lubricants to LFP cathode materials. This transition led to the recruitment of additional management personnel with relevant experience. Consequently, related expenses, including staff salaries, office expenses, and the amortization of land use rights, increased.

The Existing Shareholder

The Existing Shareholder 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 the Existing Shareholder are held by nine other shareholders, with none of them individually holding more than 6.5% of the equity interests. The Existing Shareholder is principally engaged in the production and sales of LFP cathode materials.

INA

INA is a limited liability company established in the Republic of Indonesia and is principally engaged in other management consulting activities. INA is 99% owned by the Indonesia Investment Authority, Indonesia's sovereign wealth fund established by the government of the Republic of Indonesia. INA was introduced to the Company by the financial adviser of the Company for the transactions contemplated under the Transaction Documents.

Aisis

Aisis is an exempted limited partnership established in the Cayman Islands and is principally engaged in investment holding. The general partner of Aisis is Aisis Alliance GP, L.P., which is principally engaged in investment holding and is controlled by Aisis Alliance GP, Ltd. The ultimate beneficial owner of Aisis is Jae Ho Yang, an Independent Third Party. Aisis was introduced to the Company by the financial adviser of the Company for the transactions contemplated under the Transaction Documents.

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

LETTER FROM THE BOARD

on the above, the Directors are of the view that the Subscription and the transactions contemplated thereunder (including the grant of the Liquidity Options) are fair and reasonable and in the interests of the Company and the Shareholders as a whole.

OVERSEAS INVESTMENT ADJUSTMENT

References are made to the announcement of the Company published on the website of Shanghai Stock Exchange on February 25, 2023 in relation to the Company's plan to invest in its subsidiary established in Indonesia for the development of production facilities with a production capacity of approximately 120,000 tons of LFP cathode materials.

As of the Latest Practicable Date, LBM Indonesia has substantially completed the construction of the Indonesia Phase 1 Plant, with a production capacity of approximately 30,000 tons of LFP cathode materials. To align with the Company's strategic planning and organizational structure, the construction plan of the Indonesia Phase 2 Plant, involving a 90,000-ton LFP cathode material production capacity, will be adjusted. The Indonesia Phase 2 Plant will be owned by a subsidiary to be established in Indonesia (the "New Subsidiary"), which will also produce the remaining 90,000 tons of LFP cathode materials, instead of LBM Indonesia as previously announced on February 25, 2023.

The New Subsidiary and LBM Indonesia are both owned as to 99.97% by the Target Company and 0.03% by LBM New Energy Singapore Pte. Ltd., an indirect non-wholly owned subsidiary of the Company which is wholly-owned by the Target Company. The Overseas Investment Adjustment is an internal adjustment to the production entities and capacity within the Group and therefore will not have any impact on the interests of the Company and the Shareholders. Furthermore, the Overseas Investment Adjustment will not result in any changes to the use of proceeds from the global offering of the Company, including the proceeds to be used for the construction of the Indonesia Phase 2 Plant, nor will it have any impact on the application of such proceeds.

The Directors are of the view that the Overseas Investment Adjustment is fair and reasonable, and in the interest 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 Completion (taking into account 5,310,959 Target Shares to be issued under the First Subsequent Investment), the Company will hold approximately 64.03% of the equity interest in the Existing Shareholder, which, in turn, will hold 54.65% of the equity interest (compared to 100.00% of the equity interest prior to Completion) in the Target Company. Upon Completion, the Target Company will remain as subsidiaries of the Company and the financial results of the Target Group 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.

LETTER FROM THE BOARD

As the highest applicable percentage ratio (as defined under the Listing Rules) in respect of the Subscription exceeds 5% but less than 25%, the Subscription constitute a discloseable transaction of the Company under Chapter 14 of the Listing Rules and is subject to the notification and announcement requirements but is exempted from the Shareholders' approval requirement under the Listing Rules.

Even if the Liquidity Options may not 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 Liquidity Options is not at the Company's discretion. The Liquidity Options, if materialized, will constitute an acquisition of the equity interest of the Target Company by the Company under the Chapter 14 of the Listing Rules. The materialization of the Liquidity Options is subject to the circumstance that the Qualifying IPO is not achieved within six (6) years from the Completion. As at the Latest Practicable Date, none of the Liquidity Options has been exercised.

As the highest applicable percentage ratio (as defined under the Listing Rules) in respect of the Liquidity Options exceeds 25% but less than 100%, the Liquidity Options constitute a major transaction of the Company under the Chapter 14 of the Listing Rules and is subject to subject to the reporting, announcement, circular and Shareholders' approval requirements under the Listing Rules.

Since the exercise of the Call Option is at the discretion of the Company, only the premium of the Call Option (if any) will be taken into consideration for the purpose of the classification of a notifiable transaction under Chapter 14 of the Listing Rules. As of the Latest Practicable Date, as nil premium is payable by the Company, the Call Option, before being exercised, does not constitute a notifiable transaction under Chapter 14 of the Listing Rules. The Company will make further announcement(s) as and when necessary in accordance with the Listing Rules to keep the Shareholders and its investors informed.

Furthermore, pursuant to the Subscription Agreement, the Existing Shareholder and/or its Affiliate(s) undertake, among others, to make the Subsequent Investment. If the Subsequent Investment materialises in full, it will constitute an acquisition of the equity interest in the Target Company by the Group under the Chapter 14 of the Listing Rules. As the highest applicable percentage ratio (as defined under the Listing Rules) in respect of the Subsequent Investment does not exceed 5% on a standalone basis, the Subsequent Investment will not constitute a notifiable transaction of the Company under the Chapter 14 of the Listing Rules.

The Overseas Investment Adjustment will not constitute a transaction under the Chapter 14 and 14A of the Listing Rules.

THE EGM

The EGM will be convened on Friday, January 24, 2025 for the Shareholders to consider and, if thought fit, to approve, among other things, (i) the Subscription Agreement, the Shareholders' Agreement and the transactions contemplated thereunder and (ii) the Overseas Investment Adjustment.

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LETTER FROM THE BOARD

To the best of the Directors' knowledge, information and belief having made all reasonable enquiries, as at Latest Practicable Date, no Shareholders is required to abstain from voting on the resolutions in respect of (i) the Subscription Agreement, the Shareholders' Agreement and the transactions contemplated thereunder and (ii) the Overseas Investment Adjustment at the EGM.

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 (i) the Transaction Documents or the transaction contemplated thereunder and (ii) the Overseas Investment Adjustment or is required to abstain from voting on the Board resolution in relation to (i) the Transaction Documents or the transaction contemplated thereunder and (ii) the Overseas Investment Adjustment.

RECOMMENDATION

The Directors, having considered the terms of, the reasons for and benefits of the Subscription Agreement, the Shareholders' Agreement 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 Subscription Agreement, the Shareholders' Agreement 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 the Overseas Investment Adjustment is 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 Subscription Agreement, the Shareholders' Agreement and the transactions contemplated thereunder and (ii) the Overseas Investment Adjustment.

ADDITIONAL INFORMATION

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

The Completion is subject to the satisfaction and/or waiver of the Conditions Precedent therein. In addition, the Subscription Agreement and the Shareholders' Agreement 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

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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 November 30, 2024, 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	6,973,720.0
— Secured(1)	382,755.9
— Guaranteed(2)	4,570,603.3
— Secured and guaranteed(3)	599,818.5
— Unsecured and unguaranteed	1,420,542.3
Other borrowings	1,277,552.7
— Guaranteed(4)	414,262.1
— Unsecured and unguaranteed	863,290.6
Lease liabilities	1,324,183.2
— Secured(5)	489,447.8
— Unsecured	834,735.4
Total	9,575,455.9

Notes:

(1) Secured by land parcel and production factories.

(2) Guaranteed by Mr. Shi Junfeng ("Mr. Shi") and Ms. Zhu Xianglan ("Ms. Zhu"), being Directors and controlling shareholders of the Company, 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 November 30, 2024, 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.

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 LFP 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 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.

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APPENDIX I

FINANCIAL INFORMATION OF THE GROUP

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.

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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%
Ms. Zhu^{(3)}	Beneficial owner	A Shares	23,618,649	3.55%
	Interest of spouse	A Shares	214,563,403	32.26%
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%

APPENDIX II

GENERAL INFORMATION

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.

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.

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APPENDIX II

GENERAL INFORMATION

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, 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

APPENDIX II

GENERAL INFORMATION

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.

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.

APPENDIX II

GENERAL INFORMATION

(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.

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

Save as disclosed in the section headed “Statutory and General Information — B. Further Information about Our Business — 1. Summary of Material Contracts” of the prospectus of the Company dated October 22, 2024, there is no other 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.

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.

APPENDIX II

GENERAL INFORMATION

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.

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 Li 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

The Company has applied to the Stock Exchange for, and the Stock Exchange has granted, a waiver from strict compliance with Rule 14.66(10) of and paragraph 43(2)(c) of Appendix D1B to the Listing Rules to redact certain information in the Subscription

33 -

APPENDIX II

GENERAL INFORMATION

Agreement and the Shareholders’ Agreement for online display concerning the personal address and email address of the signing party thereto and the signature of the signing party thereto (the “Confidential Information”) on the following basis:

(a) the Confidential Information is private and confidential in nature and constitutes personal data of the signing party, who has not given its consent to the Company for the disclosure of the Confidential Information, and such public disclosure may constitute a breach of the Personal Data (Privacy Ordinance (Chapter 486 of the Laws of Hong Kong) by the Company; and

(b) the Confidential Information is irrelevant to the subject matter of the present transaction, i.e. the Subscription, the Subsequent Investment and the Liquidity Options, as the Confidential Information will not influence the assessment of assets, liabilities, financial position, profits and losses and prospects of the Group and the impact of the transactions contemplated under the Subscription Agreement and the Shareholders’ Agreement. Besides, the Company’s announcement dated December 20, 2024 regarding the Subscription Agreement and the Shareholders’ Agreement together with this circular disclose all the terms of the Subscription Agreement and the Shareholders’ Agreement which are material to the Shareholders’ assessment of the merits of the transactions contemplated thereunder, as well as the reasons for and the benefits of the transactions contemplated thereunder in accordance with the Company’s disclosure obligations under the Listing Rules (as modified by the waivers which have been granted by the Stock Exchange). Therefore, the fact that only the redacted version of the Subscription Agreement and the Shareholders’ Agreement will be on display would not result in the omission of any material information or mislead the Shareholders or the investing public with regard to any facts knowledge of which is essential for an informed assessment of the merits of the subject transaction. Accordingly, only the redacted version of the Subscription Agreement and the Shareholders’ Agreement will be available on the website of the Stock Exchange and the Company’s own website as a document on display.

34 -

NOTICE OF 2025 FIRST 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 FIRST EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that 2025 first 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 Friday, January 24, 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 January 8, 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 resolutions as ordinary resolutions:

(1) To consider and approve the proposed entering into of the subscription agreement and the shareholders' agreement with the investors, and the transactions contemplated thereunder.

(2) To consider and approve the proposed adjustment to the overseas investment plan.

By order of the Board

Jiangsu Lopal Tech. Co., Ltd.

SHI Junfeng

Chairman

Nanjing, PRC

January 8, 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 January 21, 2025 to January 24, 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 January 21, 2025 shall be entitled to attend and vote at the EGM. In order for the holders

NOTICE OF 2025 FIRST EXTRAORDINARY GENERAL MEETING

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 January 20, 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.

(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-2 -

AI assistant

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

50611_rns_2025-01-08_3a168bc0-3884-4628-b2c9-4666d824774a.pdf

Lopal 龙蜡科技

Jiangsu Lopal Tech. Co., Ltd.

INTRODUCTION

THE SUBSCRIPTION AGREEMENT

Principal Terms of the Subscription Agreement

Date

Parties

Subscription

Subscription Price

Use of Proceeds

Conditions Precedent

Pre-Completion Undertakings

Completion

Post-Completion Undertakings

Subscription Agreement Undertakings

Side Letter Undertakings

Indemnification under the Side Letter

SHAREHOLDING STRUCTURE OF THE TARGET COMPANY

SHAREHOLDERS' AGREEMENT

Date

Parties to the Shareholders' Agreement

Shareholders' Rights and Obligations

Research and Development

Right of Appointment and Removal

Potential Investor Contract

Funding of Indonesia Phase 1 Plant and Indonesia Phase 2 Plant and Capital Expenditure of Indonesia Phase 2 Plant

Pre-Emptive Right, Right of First Refusal and Tag-Along Rights

Liquidity Options

Liquidity Option Preference

Call Option

INFORMATION OF THE COMPANY AND THE PARTIES

The Company and the Group

The Target Company

Notes:

The Existing Shareholder

INA

Aisis

REASONS FOR AND BENEFITS OF THE SUBSCRIPTION

OVERSEAS INVESTMENT ADJUSTMENT

LISTING RULES IMPLICATIONS

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:

(ii) Interests of substantial Shareholders

Interest in the Company

Interests in the Company's subsidiaries

Notes:

3. MATERIAL CONTRACT

4. DIRECTORS' SERVICE CONTRACTS

5. LITIGATION

6. COMPETING INTERESTS

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

8. GENERAL

9. DOCUMENTS ON DISPLAY

Jiangsu Lopal Tech. Co., Ltd.

江蘇龍蟠科技股份有限公司

NOTICE OF 2025 FIRST EXTRAORDINARY GENERAL MEETING

ORDINARY RESOLUTIONS

More from Jiangsu Lopal Tech. Group Co., Ltd.

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