Tianqi Lithium Corporation — Proxy Solicitation & Information Statement 2022

Oct 27, 2022

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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

If you have sold or transferred all your shares in Tianqi Lithium Corporation , you should at once hand this circular to the purchaser(s) or transferee(s) or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser(s) or transferee(s).

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

This circular is for information purposes only and does not constitute an offer or invitation to acquire, purchase or subscribe for securities.

Tianqi Lithium Corporation 天齊鋰業股份有限公司

(A joint stock limited company incorporated in the People’s Republic of China with limited liability) (Stock Code: 9696)

PROPOSED CHANGE AND APPOINTMENT OF AUDITORS AND NOTICE OF EXTRAORDINARY GENERAL MEETING

Capitalized term used in this cover shall have the same meaning as those defined in the section headed “Definitions” in this circular.

A notice convening the extraordinary general meeting of the Company to be held at the Conference Room on the 2nd floor, No. 10 East Gaopeng Road, Hi-Tech Zone, Chengdu, Sichuan, the PRC on Friday, 18 November 2022 at 2:30 p.m. is set out on pages EGM-1 to EGM-2 of this circular.

Whether or not you are able to attend the EGM, you are requested to complete and return a proxy form in accordance with the instructions printed thereon and return it to the Company’s branch share registrar in Hong Kong, Hong Kong Registrars Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, as soon as possible and in any event not less than 24 hours before the time appointed for holding of the EGM or any adjournment thereof. Completion and return of the proxy form of EGM will not preclude you from attending the EGM and voting in person if you so wish.

27 October 2022

CONTENTS

	Page
DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
APPENDIX INOTICE OF THE EXTRAORDINARY GENERAL
MEETING. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	EGM-1

– i –

DEFINITIONS

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

• “A Share(s)” the domestic share(s) of the Company with a par value of RMB1.00 each, listed on the SZSE (stock code: 002466), and traded in RMB

• “Articles” the articles of association of the Company, as amended from time to time

• “Board” the board of directors of the Company “China” or “PRC” the People’s Republic of China, excluding, for the purpose of this circular, Hong Kong, the Macau Special Administrative Region of the PRC and Tai Wan, China

• “Company” Tianqi Lithium Corporation (天齊鋰業股份有限公司), a joint stock limited company incorporated in the PRC, the H Shares of which are listed on the SEHK and the A Shares of which are listed on the SZSE

• “Director(s)” the director(s) of the Company “EGM” the extraordinary general meeting of the Company to be held at 2:30 p.m. on Friday, 18 November 2022 at the Conference Room on the 2nd floor, No. 10 East Gaopeng Road, Hi-Tech Zone, Chengdu, Sichuan, the PRC

• “H Share(s)” the overseas listed foreign share(s) in the ordinary share capital of the Company with a par value of RMB1.00 each, which are listed on the Main Board of SEHK (stock code: 9696)

• “Hong Kong” the Hong Kong Special Administrative Region of the PRC

• “Listing Rules” the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited

• “RMB” Renminbi, the lawful currency of the PRC

• “SEHK” The Stock Exchange of Hong Kong Limited

• “Shareholder(s)” the holder(s) of the shares of the Company

– 1 –

DEFINITIONS

“SZSE” the Shenzhen Stock Exchange “Latest Practicable Date” 27 October 2022, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained herein

– 2 –

LETTER FROM THE BOARD

Tianqi Lithium Corporation 天齊鋰業股份有限公司

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

(Stock Code: 9696)

Executive Directors: Mr. JIANG Weiping Ms. JIANG Anqi Mr. HA, Frank Chun Shing Mr. ZOU Jun

Independent non-executive Directors: Mr. PAN Ying Mr. XIANG Chuan Ms. TANG Guoqiong Ms. HUANG Wei

Registered office and Principal place of business in the PRC: North Taihe Town Shehong County Sichuan Province PRC

Principal place of business in Hong Kong: 31/F Tower Two, Times Square 1 Matheson Street Causeway Bay Hong Kong

27 October 2022

To the Shareholders,

Dear Sir or Madam,

PROPOSED CHANGE AND APPOINTMENT OF AUDITORS AND NOTICE OF EXTRAORDINARY GENERAL MEETING

1. INTRODUCTION

Reference is made to the announcement of the Company dated 27 October 2022 in relation to the proposed change and appointment of auditors of the Company.

The purpose of this circular is to provide you with details regarding the resolution to be proposed at the EGM and give you notice of the EGM.

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LETTER FROM THE BOARD

2. PROPOSED CHANGE AND APPOINTMENT OF AUDITORS

The Board has resolved, with the recommendation from the audit and risk committee of the Company, to propose (i) the change from ShineWing Certified Public Accountants (Special General Partnership) (信永中和會計師事務所(特殊普通合夥)) (“Shinewing”) to KPMG Huazhen LLP (畢馬威華振會計師事務所(特殊普通合夥)), (“KPMG Huazhen”) as the Company’s domestic auditors and (ii) the appointment of KPMG as the Company’s international auditors for the year ending 31 December 2022 subject to the approval of the Company’s shareholders at the EGM.

The reasons for the proposed change of the auditor is that the Company completed its initial public offering of its H shares on 13 July 2022 and listed on the SEHK. Considering that going forward the Company needs to complete the annual audit work in accordance with the listing rules of both the SZSE and the SEHK, to ensure the quality and cost efficiency of the auditing work and taking into account the Company’s needs of international development, the Board proposed to appoint KPMG Huazhen, a member firm of the KPMG global organization of independent member firms of the KPMG international Limited, as the domestic auditors and KPMG as the international auditors of the Company FY2022.

The Board proposed that the auditing remuneration of the auditors for the year ending 31 December 2022 will be RMB4 million, of which RMB3.8 million for financial statement audits and RMB0.2 million for internal control audit. The remuneration is subject to the Shareholders’ approval at the EGM.

The Board, the audit and risk committee of the Company and Shinewing have confirmed that there is no disagreement between Shinewing and the Company. A letter received by the Company from Shinewing confirmed that, as of the latest practicable date there are no other matters in respect of the proposed change of domestic auditor and retirement of Shinewing that needs to be brought to the attention of the Shareholders.

The Board further confirmed that Shinewing has not yet commenced any audit work on the consolidated financial statements of the Group for the year ending 31 December 2022. The Board believes that the change of auditor will not have any impact on the annual audit of the Company for the year ending 31 December 2022.

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LETTER FROM THE BOARD

According to article 236 of the Articles, the appointment, removal and non-reappointment of an accounting firm shall be resolved by shareholders at the shareholders’ general meeting. Under Rule 13.88 of the Listing Rules, the Company must (a) not remove its auditor before the end of the auditor’s term of office without first obtaining shareholders’ approval at a general meeting; (b) send a circular proposing the removal of the auditor to shareholders with any written representations from the auditor, not less than 10 business days before the general meeting; and (c) allow the auditor to attend the general meeting and make written and/or verbal representations to shareholders at the general meeting.

In compliance with the Articles and the Listing Rules, the proposed change of auditor will be proposed as an ordinary resolution at the EGM.

3. THE EGM

The Company will convene the EGM for the Shareholders to consider and, if thought fit, to approve resolution in respect of the proposed change of auditor. Details of the EGM and resolution to be considered in the EGM are set out in the notice of EGM set out on pages EGM-1 to EGM-2 of this circular.

As at the Latest Practicable Date, to the best of the Director’s knowledge, information and belief, having made all reasonable enquiries, no Shareholder was required to abstain from voting on the resolution to be proposed at the EGM.

Holders of H Shares whose names appear on the register of members of the Company at the close of business on Tuesday, 15 November 2022 will be entitled to attend the EGM upon completion of the necessary registration procedures. The H Shares register of members will be closed from Tuesday, 15 November 2022 to Friday, 18 November 2022, both days inclusive, during which period no transfer of H Shares will be effected.

Where applicable, holders of the H Shares intending to attend the EGM are therefore required to lodge their respective instrument(s) of transfer and the relevant share certificate(s) to the Company’s H share registrar, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17 Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, by 4:30 p.m. on Monday, 14 November 2022.

4. RECOMMENDATION

The Board believes that the resolution in respect of the proposed change of auditor is in the best interests of the Company and the Shareholders as a whole. Accordingly, the Board recommends all Shareholders to vote in favor of the resolution to be proposed at the EGM.

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LETTER FROM THE BOARD

5. RESPONSIBILITY STATEMENT

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

By Order of the Board Tianqi Lithium Corporation JIANG Weiping

Chairman of the Board and Executive Director

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APPENDIX I NOTICE OF THE EXTRAORDINARY GENERAL MEETING

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.

Tianqi Lithium Corporation 天齊鋰業股份有限公司

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

(Stock Code: 9696)

NOTICE OF THE EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT the extraordinary general meeting (the “ EGM ”) of the shareholders of Tianqi Lithium Corporation (the “ Company ”) will be held at the Conference Room on the 2nd floor of Building 1, No. 10 East Gaopeng Road, Hi-Tech Zone, Chengdu, Sichuan, the PRC on 18 November 2022 at 2:30 p.m. for considering and, if thought fit, passing, the following resolution:

ORDINARY RESOLUTION

1. To consider and approve the change of domestic auditor of the company from ShineWing Certified Public Accountants (Special General Partnership) to KPMG Huazhen LLP and appoint KPMG as the Company’s international auditor for the year ending 31 December 2022.

By order of the Board Tianqi Lithium Corporation JIANG Weiping Chairman of the Board and Executive Director

Hong Kong, 27 October 2022

As at the date of this notice, the Board comprises Mr. JIANG Weiping, Ms. JIANG Anqi, Mr. HA, Frank Chun Shing and Mr. ZOU Jun as executive Directors, Mr. PAN Ying, Mr. XIANG Chuan, Ms. TANG Guo Qiong and Ms. HUANG Wei as independent non-executive Directors.

– EGM-1 –

NOTICE OF THE EXTRAORDINARY GENERAL MEETING

APPENDIX I

Notes:

1. Pursuant to Rule 13.39(4) of the Listing Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, votes of the Shareholders at the EGM shall be taken by poll.

2. Any shareholder of the Company (“ Shareholder(s) ”) entitled to attend and vote at the EGM is entitled to appoint one or more proxies to attend and vote on his/her/its behalf at the EGM. A proxy need not be a Shareholder. Shareholders shall have one vote for each Share that they hold.

3. In order to determine the holders of H shares of the Company (“ Share(s) ”) who are entitled to attend the EGM, the H Share registers of members of the Company shall be closed from Tuesday, 15 November 2022 to Friday, 18 November 2022 (both days inclusive), during which no transfer of H Shares will be registered. Holders of H Share whose names appear on the registers of members at the close of business on Tuesday, 15 November 2022 are entitled to attend the EGM.

In order to be entitled to attend and vote at the EGM, holders of H Shares whose transfers have not been registered shall lodge the transfer documents together with the relevant share certificates at the H Share registrar of the Company, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17 Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong no later than 4:30 p.m. on Monday, 14 November 2022.

1. The instruments appointing a proxy must be in writing under the hand of the Shareholder or his/her attorney duly authorized in writing. If the Shareholder is a corporation, that instrument must be either under the company seal or under the hand of its director or duly authorized attorney. If that instrument is signed by an attorney of the Shareholder, the power of attorney authorizing that attorney to sign or other authorization documents must be notarized.

2. The proxy form together with the power of attorney or other authorization document (if any) must be deposited at the H Share registrar, Computershare Hong Kong Investor Services Limited at the address as stated in Note 3 above for holders of the H Shares, not less than 24 hours before the time fixed for holding the EGM or any adjournment thereof (as the case may be).

Completion and return of the form of proxy will not preclude Shareholders from attending and voting in person at the meeting or any adjourned meeting should such Shareholders so wish.

1. The meeting is expected to be concluded within a day. Shareholders (in person or by proxy) attending the meeting are responsible for their own transportation and accommodation expenses. Shareholders or their proxies attending the meeting shall produce the identity documents.

– EGM-2 –