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Global New Material International — Proxy Solicitation & Information Statement 2025
Dec 19, 2025
35795_rns_2025-12-19_28dbe9dd-b7e0-4c90-86f0-0fe3867c927d.pdf
Proxy Solicitation & Information Statement
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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.
CHESIR
GLOBAL NEW MATERIAL INTERNATIONAL HOLDINGS LIMITED
环球新材国际控股有限公司
(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 (“EGM”) of Global New Material International Holdings Limited (the “Company”) will be held at 10:30 a.m. on Monday, 5 January 2026 at 6th Floor, 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 resolution as ordinary resolution of the Company. Unless the context requires otherwise, the capitalised terms used in this notice of EGM and the following ordinary resolution shall have the same meanings as those used in the circular (the “Circular”) of the Company dated 19 December 2025.
ORDINARY RESOLUTION
“THAT:
(a) the Chesir Pearl Minority Interest Purchase Agreement, a copy of which is marked “A” and initialled by the chairman of EGM for identification purpose and tabled at EGM, and the transactions contemplated thereunder (including the allotment and issue of the Consideration Shares at the Issue Price under the Specific Mandate), be and are hereby approved, confirmed and ratified;
(b) the Directors be and are hereby granted the Specific Mandate to exercise all the powers of the Company to allot and issue the Consideration Shares by the Company in accordance with the terms and conditions of the Chesir Pearl Minority Interest Purchase Agreement; and
(c) any one Director be and is hereby authorised to do all such acts and things (including, but without limitation, signing, executing (whether 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 sole and absolute opinion, necessary, appropriate, desirable or expedient to implement or give effect to the Chesir Pearl Minority Interest Purchase
Agreement and the transactions contemplated thereunder (including the allotment and issue of the Consideration Shares at the Issue Price under the Specific Mandate) and all other matters incidental thereto or in connection therewith.”
By Order of the Board
Global New Material International Holdings Limited
SU Ertian
Chairman and Chief Executive Officer
Hong Kong, 19 December 2025
Notes:
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The resolutions at 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.
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Any Shareholder entitled to attend and vote at 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.
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Where there are joint Shareholders, any one of such joint Shareholders may vote at 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 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.
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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 EGM, i.e. before 10:30 a.m. on Saturday, 3 January 2026, 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 EGM and in such event, the instrument appointing a proxy shall be deemed to be revoked.
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In determining the entitlement to attend and vote at EGM, the register of members of the Company will be closed from Tuesday, 30 December 2025 to Monday, 5 January 2026 (both days inclusive), during which period no transfer of Shares will be registered. In order to be eligible to attend and vote at 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, 29 December 2025.
As of the date of this notice, the Board comprises Dr SU Ertian (Chairman and Chief Executive Officer), Mr JIN Zengqin, Mr ZHOU Fangchao, Mr BAI Zhihuan, Ms ZENG Zhu and Mr LIM Kwang Su as executive Directors, Mr HU Yongxiang as non-executive Director, and Mr HUI Chi Fung, Professor HAN Gaorong, Mr LEUNG Kwai Wah Alex and Professor CHEN Fadong as independent non-executive Directors.