Global New Material International — Proxy Solicitation & Information Statement 2023

Jun 13, 2023

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.

GLOBAL NEW MATERIAL INTERNATIONAL HOLDINGS LIMITED 環球新材國際控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 06616)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the “ EGM ”) of Global New Material International Holdings Limited (the “ Company ”) will be held at 10:30 a.m. on Friday, 30 June 2023 at 6th Floor, Guangxi Chesir Pearl Material Co., Ltd., Pearlescent Industrial Park, No. 380, Feilu Road, Luzhai Town, Luzhai County, Liuzhou City, Guangxi, China, for the purpose of considering and, if thought fit, passing (with or without amendments) the following resolutions as ordinary resolutions of the Company. Unless the context requires otherwise, the capitalised terms used in this notice of the EGM and the following ordinary resolution shall have the same meanings as those defined in the circular of the Company dated 13 June 2023 (the “ Circular ”):

ORDINARY RESOLUTION

“ THAT:

• (a) the CQV Sale Shares A Agreement, a copy of which is marked “A” and initialed by the chairman of the EGM for identification purpose and tabled at the EGM, and the transactions contemplated thereunder, be and are hereby approved, confirmed and ratified;

• (b) the CQV Sale Shares B Agreement, a copy of which is marked “B” and initialed by the chairman of the EGM for identification purpose and tabled at the EGM, and the transactions contemplated thereunder, be and are hereby approved, confirmed and ratified;

• (c) the CQV Treasury Shares Agreement, a copy of which is marked “C” and initialed by the chairman of the EGM for identification purpose and tabled at the EGM, and the transactions contemplated thereunder, be and are hereby approved, confirmed and ratified; and

• (d) any one Director be and is hereby authorised to do all such acts and things (including, but without limitation, issuing the Consideration Shares by the Company to CQV Vendor A, CQV Vendor B and CQV under the CQV Sale Shares A Agreement, CQV Sale Shares B Agreement and the CQV Treasury Shares Agreement, respectively, pursuant to the Proposed General Mandate, signing, executing (under hand or under seal), perfecting and delivering all agreements, documents amendments, variations, waivers or other instruments; and attending all such other acts or matters in the capacity as a Director) which are in his or her opinion, necessary, appropriate, desirable or expedient to implement or give effect to the transactions contemplated under the CQV Sale Shares A Agreement, CQV Sale Shares B Agreement and CQV Treasury Shares Agreement and all other matters incidental thereto or in connection therewith.”

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By order of the Board Global New Material International Holdings Limited SU Ertian

Chairman and Chief Executive Officer

Hong Kong, 13 June 2023

Notes:

1. The resolutions at the EGM will be taken by poll (except where the chairman decides to allow a resolution relating to a procedural or administrative matter to be voted on by a show of hands) pursuant to the articles of association of the Company and the Listing Rules. The results of the poll will be published on the websites of the Stock Exchange and the Company in accordance with the Listing Rules.

2. Any Shareholder entitled to attend and vote at the EGM is entitled to appoint any number of proxies (who must be individuals) to attend and vote instead of him or her. A proxy need not be a Shareholder. If more than one proxy is appointed, the number of Shares in respect of which each such proxy so appointed must be specified in the relevant form of proxy.

3. Where there are joint Shareholders, any one of such joint Shareholders may vote at the EGM, either personally or by proxy, in respect of such share as if he were solely entitled thereto; but if more than one of such joint Shareholders be present at the EGM personally or by proxy, that one of the said joint Shareholders so present being the most or, as the case may be, the more senior shall alone be entitled to vote in respect of the relevant joint holding. For this purpose, seniority shall be determined by reference to the order in which the names of the joint shareholders stand on the register of members of the Company in respect of the relevant joint shareholding.

4. In order to be valid, the form of proxy together with a power of attorney or other authority, under which it is signed or a notarially certified copy of that power of attorney or authority, must be deposited at the Company’s branch share registrar in Hong Kong, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong not less than 48 hours before the time appointed for the EGM, i.e. before 10:30 a.m. on Wednesday, 28 June 2023, or any adjournment thereof (as the case may be). Completion and return of the form of proxy shall not preclude a Shareholder from attending and voting in person at the EGM and in such event, the instrument appointing a proxy shall be deemed to be revoked.

5. In determining the entitlement to attend and vote at the EGM, the register of members of the Company will be closed from Tuesday, 27 June 2023 to Friday, 30 June 2023, both days inclusive, during which period no transfer of Shares will be registered. In order to be eligible to attend and vote at the EGM, all Share transfer documents accompanied by the relevant Share certificates must be lodged with the Company’s branch share registrar in Hong Kong, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong for registration not later than 4:30 p.m. on Monday, 26 June 2023.

6. As of the date of this notice, the executive Directors are Mr. SU Ertian (Chairman and Chief Executive Officer), Mr. JIN Zengqin, Mr. ZHOU Fangchao, Mr. BAI Zhihuan (Vice President) and Ms. ZENG Zhu, the non-executive Director is Mr. HU Yongxiang and the independent non-executive Directors are Mr. HUI Chi Fung, Professor HAN Gaorong and Mr. LEUNG Kwai Wah Alex.

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