Ganfeng Lithium Group Co., Ltd. (Ganfeng Lithium; HK: 01772) has published a comprehensive revision of its Articles of Association, setting out clear rules on corporate governance, capital management, shareholder rights and profit allocation.

Key structural highlights

1. Capital & Share Structure • Registered capital is set at RMB 2.10 billion, corresponding to 2,096.69 million ordinary shares with a par value of RMB 1 each. • Share composition: 1,613.59 million A shares (76.96%) and 483.10 million H shares (23.04%). • Any future capital increases may be executed via public or private share issues, rights issues or reserve capitalisation, subject to shareholder and regulatory approvals. • Share buy-backs are permitted for purposes such as employee incentive plans, bond conversion or capital reduction, with cumulative treasury shares capped at 10% of issued A shares and to be disposed of or cancelled within three years.

2. Board & Committees • The board comprises 11 directors, including at least four independent directors (≥ one third of board seats). • At least one independent director must possess accounting expertise, and at least one must normally reside in Hong Kong. • Board members serve three-year terms, renewable upon re-election. • Specialised committees include Audit, Nomination, Remuneration & Appraisal, Strategy and Sustainable Development. – Audit Committee (three non-executive directors, minimum two independent) assumes traditional supervisory functions, reviews financial reports, oversees internal control and external audit, and recommends auditor appointments. – Nomination and Remuneration & Appraisal Committees must each be majority-independent and led by an independent director.

3. Profit Distribution Policy • Priority is given to cash dividends: when conditions allow, at least 10 % of annual distributable profit must be paid in cash. • Over any three-year period, cumulative cash dividends shall reach a minimum of 30 % of average annual distributable profit. • Cash dividend ratio can be adjusted below 10 % only if (a) distributable profit per share is under RMB 0.10, (b) the parent-company debt-to-asset ratio exceeds 70 %, or (c) the Company has major capex plans representing ≥ 30 % of net assets and ≥ RMB 50 million. • Stock dividends may be used when the Company’s operations and share price performance justify capital expansion.

4. Shareholder Rights & Protections • One share equals one vote for ordinary resolutions; special resolutions require at least a two-thirds majority. • Shareholders holding ≥ 1 % for 180 consecutive days can propose board actions and inspect specific corporate documents. • Related-party shareholders must abstain from voting on transactions in which they have an interest. • Employee representation on the board is mandated for companies with over 300 employees.

5. Internal Controls & Disclosure • An internal audit unit, overseen by the Audit Committee, monitors risk management, internal control and financial integrity. • The Board Secretary—designated a senior management role—oversees disclosure compliance, investor relations and corporate communications; the Company may deliver shareholder communications electronically or via postings on designated websites.

6. Capital Changes, M&A and Liquidation • Detailed procedures are set for mergers, divisions, capital increases, reductions and dissolution. • In case of capital reduction or dissolution, creditor notification and public announcements are required, and statutory repayment order is clearly defined.

7. Party Organisation Consistent with national regulations, the Company will establish and support Communist Party of China organisations within its corporate governance framework.

The revised Articles become effective upon shareholder approval and requisite regulatory filings. Ganfeng Lithium emphasises that the document strengthens transparency, clarifies responsibilities across governance bodies and reinforces shareholder protection mechanisms.