GEM Co., Ltd.
Notice of Convening 1st Extraordinary General Meeting of 2024
Note: The time mentioned below all refer to Beijing Time (UTC+8)
According to the 26th Meeting of the 6th Board of Directors of GEM Co., Ltd.
(hereinafter referred to as the "Company") held on 22 Mar 2024, it is decided that the 1stExtraordinary General Meeting (EGM) of the Company in 2024 will be held on 10 Apr
2024 through a combination of on-site voting and online voting. The relevant matters ofthe meeting are hereby notified as follows:
I. Basic Information
1. Session: 1st Extraordinary General Meeting of 2024
2. Convener: Board of Directors
As reviewed and approved at the 26th Meeting of the 6th Board of Directors of theCompany, it is decided that the 1st Extraordinary General Meeting of 2024 will be held.
3. Legality and compliance of the convening of the meeting: The convening of theextraordinary general meeting is in compliance with the relevant laws, administrativeregulations, departmental rules and regulations, regulatory documents and the Articles ofAssociation of the Company.
4. Date and time:
Time of the on-site meeting: At 10:00 am on 10 Apr 2024.
Time of online voting:(1) Online voting via the Shenzhen Stock Exchange Trading System is from 9:15 to 9:25,9:30 to 11:30, and 13:00 to 15:00 on 10 Apr 2024.
(2) Online voting via the Internet of the Shenzhen Stock Exchange is from 9:15 to 15:00
on 10 Apr 2024.
5. Convening method:
The EGM will adopt a combination of on-site voting and online voting. The EGM will
provide an online voting platform to the shareholders of the Company through theShenzhen Stock Exchange System and the Internet voting system(http://wltp.cninfo.com.cn), and shareholders can exercise their voting rights through theaforesaid system within the online voting time.
Shareholders of the Company shall choose one of the methods of on-site voting or online
voting. In the event of duplicate voting on the same voting right, the result of the firstvalid voting shall prevail.
6. Record date: 2 Apr 2024
7. Attendees:

(1) All shareholders of the Company registered with the China Securities Depository andClearing Corporation Limited, Shenzhen Branch after the close of trading in theafternoon of 2 Apr 2024 shall have the right to attend and vote at the EGM in the manner
as announced in the notice; shareholders who are unable to attend the EGM in person
may authorize another person to attend on their behalf (the authorized person need not bea shareholder of the Company, and please refer to the attached power of attorney).
(2) Directors, supervisors, and officers of the Company.
(3) Witness lawyers engaged by the Company and other guests invited by the Board ofDirectors.
8. Venue: Meeting room of Wuhan Power Battery Recycling Technology Co., Ltd. (GEM
Industrial Park, Yangluo Development Zone, Xinzhou District, Wuhan City, HubeiProvince)
II. Matters for Deliberation
Coding Table of Proposals of the EGM:
Notes
CodeNameGeneral proposal: All proposals except cumulative voting
proposals
Non-cumulative voting proposal
Proposal on Forecasting the Amount of Routine Related Party
1.00 Transactions with Related Parties for 2024
Proposal on Purchasing Liability Insurances for Directors,
2.00 Supervisors and Officers
3.00 Proposal on Signing a Capital Increase Agreement andRelated Transactions for Construction of Laterite nickel Ore
Hydrometallurgical Project for New Energy (NickelIntermediates) (20,000 metal tonnes Ni/year) in Indonesia
100Columns
ticked in thiscolumn canbe voted on√√√√

The above proposals have been approved at the 26th Meeting of the 6th Board ofDirectors and the 21st Meeting of the 6th Board of Supervisors of the Company held on
22 Mar 2024. Details of which are set out in the Company's designated information
disclosure media, namely China Securities Journal, Securities Times, Shanghai Securities
News, Securities Daily and http://www.cninfo.com.cn.
Related shareholders are required to abstain from voting when deliberating the Proposals
above-mentioned.
In accordance with the requirements of the Rules for General Meetings of ListedCompanies, votes on the proposals in this EGM shall be separately counted for small andmedium-sized investors (small and medium-sized investors refer to shareholders otherthan: 1) Directors, supervisors and officers of listed companies; and 2) Shareholders who
individually or collectively hold more than 5% of the shares of a listed company).
III. Registration Method
i. Registration time: From 9:00 to 17:00 on 7 Apr 2024
ii. Registration method:
1. Legal representatives attending this meeting on behalf of institutional shareholders
shall present ID cards, certificates of identity and securities account cards;
2. Proxies appointed by legal representatives to attend the meeting on behalf ofinstitutional shareholders shall present their ID cards, a written power of attorney issued
by the legal representative of the institutional shareholder's unit in accordance with thelaw, and securities account cards;
3. Individual shareholders attending the meeting in person shall present an ID card orother valid documents or certificates of identity, and securities account cards;
4. Proxies attending the meeting on behalf of individual shareholders shall present valid
identity documents, the shareholder's power of attorney signed by the proxy andsecurities account cards;
5. Personnel attending the meeting shall present the aforesaid prescribed power ofattorney and their original ID cards, and submit a copy of the aforesaid prescribedcertificates to the registrar of the EGM.
Remote shareholders may register by letter or fax, which should contain the aforesaid
documents (the letter or fax should reach the Company by 17:00 on 7 Apr 2024).
iii. Registration place: Securities Department of GEM Co., Ltd.
Address: 20/F, Block A, Rongchao Binhai Building, Haixiu Road, Baoan District,Shenzhen
Postal code: 518101
Tel: 0755-33386666
Designated fax: 0755-33895777
Contact: Pan Hua, He Yang
IV. Specific Operating Procedures for Online Voting
At the EGM, shareholders can participate in voting through the trading system of theShenzhen Stock Exchange and the Internet voting system at http://wltp.cninfo.com.cn.
The EGM will give specific instructions on matters related to online voting. The contentand format of the instructions required for specific operations of online voting aredetailed in Appendix 1.
V. Miscellaneous
1. The meeting will last for half a day, and shareholders participating in the meeting shallbear their own board, lodging and transportation expenses;
2. Shareholders shall assist the staff in registration and attend the meeting on timeVI. Reference Documents
Resolution of the 26th Meeting of the 6th Board of Directors signed by the directors
present and sealed by the Board of Directors.

Board of Directors of GEM Co., Ltd.
22 Mar 2024

Appendix 1:
Specific Operating Procedures for Online Voting

I. Procedures for Online Voting1. Voting code and voting abbreviation for ordinary shares: The voting code is"362340" and the voting abbreviation is "GEM Vote";
2. The proposal of the EGM is a non-cumulative voting proposal, and shareholders
shall fill in the voting opinion: Agree, Oppose, Abstain;
3. Shareholders voting on the general proposal are deemed to have the same opinion
on all proposals except the cumulative voting proposal. If a shareholder votes
repeatedly on a general proposal and a specific proposal, the first valid vote shallprevail. If a shareholder votes on a specific proposal before the general proposal, thevoting opinions on the specific proposal voted on shall prevail, and the voting
opinions on the general proposal shall prevail for other proposals not voted on; if ashareholder votes on the general proposal before the specific proposal, the voting
opinions on the general proposal shall prevail.

II. Procedures for Voting through the Trading System of the Shenzhen Stock
Exchange
1. Voting time: Trading hours on 10 Apr 2024, i.e., 9:15 to 9:25, 9:30 to 11:30, and13:00 to 15:00.
2. Shareholders may log on to the trading client of securities companies to votethrough the trading system.

III. Procedures for Voting through the Internet Voting System of the Shenzhen
Stock Exchange (SZSE)
1. The time of voting through the Internet voting system is from 9:15 to 15:00 on 10
Apr 2024.
2. For online voting through the Internet voting system, shareholders shallauthenticate their identity and obtain an "SZSE Digital Certificate" or "SZSE Investor
Service Password" in accordance with the provisions of the Guidelines on Investor
Identity Authentication for Online Services of Shenzhen Stock Exchange (Revised in2016). The specific authentication procedures are available in the column of rules andguidelines on the Internet voting system at http://wltp.cninfo.com.cn.
3. Shareholders may vote through the SZSE Internet voting system at
http://wltp.cninfo.com.cn within the prescribed time according to the service
password or digital certificate obtained.

Appendix 2:Power of Attorney

I hereby give carte blanche to Mr. (Ms.)
to attend the 1st Extraordinary
General Meeting of GEM Co., Ltd. in 2024 on my (the shareholder unit's) behalf.
Proxy name:
Proxy ID No.:
Principal signature (institutional shareholder and unit seal):
Securities account No. of the Principal:
Number of shares held by the Principal:
Signing and issuance date of the power of attorney:
Validity of the commission:
My (the shareholder unit's) voting opinions on the proposals deliberated at the EGM
is as follows:
Notes

Code

NameColumns
ticked inthiscolumn
can bevoted
onVoting opinions

Agree Oppose Abstain

General proposal: All proposals√
except cumulative voting proposals
Non-cumulative voting proposal
Proposal on Forecasting the Amount
1.00√
of Routine Related Party Transactions
with Related Parties for 2024
Proposal on Purchasing Liability
2.00√
Insurances for Directors,
Supervisors and Officers
Proposal on Signing a Capital
3.00
Increase Agreement and Related
Transactions for Construction of√
Laterite nickel Ore
Hydrometallurgical Project for New
Energy (Nickel Intermediates) (20,000metal tonnes Ni/year) in Indonesia
100Special Note: The instructions given by the principal to the proxy shall be subject tothe tick "√" in the box for "Agree", "Oppose" or "Abstain". No two or more
instructions may be given on the same matter deliberated. If the principal does not give
specific instructions on the vote opinions on a matter deliberated or if there are two or
more instructions on the same matter deliberated, the proxy shall have the right todecide to vote on the matter as he/she wishes.