Global New Material International — Proxy Solicitation & Information Statement 2023

Jun 13, 2023

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)

Number of shares to which this form of proxy relates [(Note][1)]

FORM OF PROXY FOR THE EXTRAORDINARY GENERAL MEETING TO BE HELD ON FRIDAY, 30 JUNE 2023

I/We [(Note2)]

of

being the registered holder(s) of shares in the issued share capital of Global New Material International Holdings Limited (the “ Company ”) hereby appoint the Chairman of the meeting [(Note][3)] or

of

as my/our proxy to attend, act and vote for me/us and on my/our behalf as directed below at the extraordinary general meeting (the “ EGM ”) of the Company to be held at 6th Floor, Guangxi Chesir Pearl Material Co., Ltd., Pearlescent Industrial Park, No. 380, Feilu Road, Luzhai Town, Luzhai County, Liuzhou City, Guangxi, China at 10:30 a.m. on Friday, 30 June 2023 (or any adjournment thereof).

Please tick (“✔”) the appropriate boxes to indicate how you wish your vote(s) to be cast [(Note][4)] .

			ORDINARY RESOLUTION*		FOR	AGAINST	AGAINST
	1.	THAT:
		(a)	the CQV Sale Shares A Agreement and the transactions contemplated thereunder,
			be and are hereby approved, confirmed and ratified;
		(b)	the CQV Sale Shares B Agreement and the transactions contemplated thereunder,
			be and are hereby approved, confirmed and ratified;
		(c)	theCQVTreasurySharesAgreementandthetransactionscontemplated
			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.

• Unless the context requires otherwise, the capitalised terms used herein are defined in the circular of the Company dated 13 June 2023.

Date 2023 Signed [(Note][5)]

Notes:

1. Please insert the number of shares to which this form of proxy relates. If no number is inserted, this form of proxy will be deemed to relate to all the shares of the Company registered in your name(s). If more than one proxy is appointed, the number of shares in respect of which each such proxy so appointed must be specified.

2. Full name(s) and address(es) to be inserted in BLOCK CAPITALS .

3. If any proxy other than the Chairman of the meeting is preferred, please strike out the words “the Chairman of the meeting or” and insert the name and address of the proxy desired in the space provided. Any shareholder of the Company entitled to attend and vote at the EGM is entitled to appoint more than one proxy to attend and vote instead of him/her. A proxy need not be a shareholder of the Company. Every shareholder present in person or by proxy shall be entitled to one vote for each share held by him/her.

4. IMPORTANT: IF YOU WISH TO VOTE FOR A RESOLUTION, PLEASE TICK (“ ✔ ”) THE BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST A RESOLUTION, PLEASE TICK (“ ✔ ”) THE BOX MARKED “AGAINST”. If no direction is given, your proxy will vote or abstain at his/her discretion. Your proxy will also be entitled to vote at his/her discretion on any resolution properly put to the EGM other than those referred to in the notice convening the EGM.

5. This form of proxy must be signed by you or your attorney duly authorised in writing. In case of a corporation, the same must be either under its common seal or under the hand of an officer or attorney so authorised. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON WHO SIGNS IT .

6. In case of joint holders, the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of votes of the other joint holder(s) and for this purpose seniority will be determined by the order in which the names stand in the register of members of the Company.

7. In order to be valid, this form of proxy, together with the power of attorney or other authority, if any, under which it is signed or a 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 meeting, i.e. not later than 10:30 a.m. on Wednesday, 28 June 2023, or the adjourned meeting (as the case may be).

8. Completion and delivery of this form of proxy will not preclude you from attending and voting at the EGM if you so wish. 9. References to time and dates in this form of proxy are to Hong Kong time and dates.

PERSONAL INFORMATION COLLECTION STATEMENT

Your(or proxies)supply andof youryourandvotingyourinstructionsproxy’s (orforproxies’)the EGMname(s)of theandCompanyaddress(es)(the “is Purposes on a voluntary”). We maybasistransferfor the yourpurposeand ofyourprocessingproxy’s (oryourproxies’)request forname(s)the appointmentand address(es)of a toproxyour agent, contractor, or third party service provider who provides administrative, computer and other services to us for use in connection with the Purposes and to such parties who are authorised by law to request the information or are otherwise relevant for the Purposes and need to receive the information. Your and your proxy’s (or proxies’) name(s) and address(es) will be retained for such period as may be necessary to fulfil the Purposes. Request for access to and/or correction of the relevant personal data can be made in accordance with the provisions of the Personal Data (Privacy) Ordinance and any such request should be in writing to Tricor Investor Services Limited at the above address.