Lygend Resources & Technology Co., Ltd. — Proxy Solicitation & Information Statement 2024

Dec 26, 2024

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this notice, 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 notice.

九勤资源

LYGEND RESOURCES

Lygend Resources & Technology Co., Ltd.

宁波力勤资源科技股份有限公司

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

(Stock Code: 2245)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the "EGM") of Lygend Resources & Technology Co., Ltd. (the "Company") will be held at 10:00 am on Monday, 13 January 2025 (or any adjournment thereof) at 10/F, Building C10, R&D Park, Lane 299, Guanghua Road, Yinzhou District, Ningbo City, Zhejiang Province, PRC, to consider and, if thought fit, pass the following resolutions. Unless otherwise defined, capitalised terms used in this notice shall have the same meanings as those defined in the circular of the Company dated 26 December 2024.

ORDINARY RESOLUTIONS

1. To consider and approve the DCM Shareholders Agreement and the transactions contemplated thereunder; and authorise any one director of the Company to sign or execute such other documents on behalf of the Company and to do all such things and take all such actions as he/she may consider necessary or desirable for the purpose of giving effect to the DCM Shareholders Agreement and completing the transactions contemplated thereunder with such changes as he/she may consider necessary, desirable or expedient.

2. To consider and approve the ONC Amendment Agreement and the transactions contemplated thereunder; and authorise any one director of the Company to sign or execute such other documents on behalf of the Company and to do all such things and take all such actions as he/she may consider necessary or desirable for the purpose of giving effect to the ONC Amendment Agreement and completing the transactions contemplated thereunder with such changes as he/she may consider necessary, desirable or expedient.

3. To consider and approve the BBS Shareholders Agreement and the transactions contemplated thereunder; and authorise any one director of the Company to sign or execute such other documents on behalf of the Company and to do all such things and take all such actions as he/she may consider necessary or desirable for the purpose of giving effect to the BBS Shareholders Agreement and completing the transactions contemplated thereunder with such changes as he/she may consider necessary, desirable or expedient.

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1. To consider and approve the Deed of Guarantee and the transactions contemplated thereunder; and authorise any one director of the Company to sign or execute such other documents on behalf of the Company and to do all such things and take all such actions as he/she may consider necessary or desirable for the purpose of giving effect to the Deed of Guarantee and completing the transactions contemplated thereunder with such changes as he/she may consider necessary, desirable or expedient.

2. To consider and approve the NBSS Share Pledge and the transactions contemplated thereunder; and authorise any one director of the Company to sign or execute such other documents on behalf of the Company and to do all such things and take all such actions as he/she may consider necessary or desirable for the purpose of giving effect to the NBSS Share Pledge and completing the transactions contemplated thereunder with such changes as he/she may consider necessary, desirable or expedient.

3. To consider and approve the TBP Share Pledge and the transactions contemplated thereunder; and authorise any one director of the Company to sign or execute such other documents on behalf of the Company and to do all such things and take all such actions as he/she may consider necessary or desirable for the purpose of giving effect to the TBP Share Pledge and completing the transactions contemplated thereunder with such changes as he/she may consider necessary, desirable or expedient.

By order of the Board

Lygend Resources & Technology Co., Ltd.

CAI Jianyong

Chairman, General Manager and

Executive Director

The PRC, 26 December 2024

As at the date of this notice, the executive Directors are Mr. CAI Jianyong, Ms. FEI Feng, Mr. CAI Jianwei, Mr. YU Weijun and Mr. WANG Ling; the non-executive Director is Mr. Lawrence LUA Gek Pong; the independent non-executive Directors are Dr. HE Wanpeng, Ms. ZHANG Zhengping and Dr. WANG James Jixian.

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Notes:

1. The voting at the EGM will be conducted by way of poll.

2. For the purpose of determining the eligibility to attend and vote at the EGM, the register of members of the Company will be closed from Wednesday, 8 January 2025 to Monday, 13 January 2025, both days inclusive. During such period, no transfer of the Company's H Shares will be registered. H Share Shareholders whose names appear on register of members of H Shares of the Company on Monday, 13 January 2025 will be entitled to attend the EGM. In order to be eligible to attend and vote at the EGM, H Share Shareholders whose transfers of Shares have not been registered shall deposit the transfer documents together with the relevant share certificates with the H share registrar of the Company, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong no later than 4:30 p.m. on Tuesday, 7 January 2025.

3. Each Shareholder entitled to attend and vote at the EGM may appoint one or more proxies to attend and vote on his or her behalf. A proxy needs not be a Shareholder.

4. An ordinary resolution at a general meeting shall be passed by one half or above of the voting rights held by shareholders (including their proxies) attending the general meeting. A special resolution at a general meeting shall be passed by two-thirds or above of the voting rights held by shareholders (including their proxies) attending the general meeting.

5. The form of proxy must be signed by the Shareholder or his/her attorney duly authorized in writing. If the Shareholder is a corporation, the instrument must be either under its common seal or signed by the director or his/her attorney duly authorized. If the instrument is signed by an attorney of the Shareholder, the power of attorney authorizing that attorney to sign or other authorization document must be notarized.

6. In order to be valid, the form of proxy of the H Share Shareholders together with the power of attorney or other authorization document (if any) signed by the authorized person or notarially certified power of attorney must be deposited at the H share registrar of the Company, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong; or for the Unlisted Share Shareholders of the Company, to the business address of the Company in the PRC, at 10-11/F, Building C10, R&D Park, Lane 299, Guanghua Road, Yinzhou District, Ningbo City, Zhejiang Province, PRC, not less than 24 hours before the time appointed for holding the EGM or any adjournment thereof (as the case may be). 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.

7. The EGM is expected to last for no more than half a day. Shareholders or their proxies attending the meeting are responsible for their own transportation and accommodation expenses. Shareholders or their proxies attending the meeting shall produce their identity documents.

8. All times refer to Hong Kong local time, except as otherwise stated.