Global New Material International — Proxy Solicitation & Information Statement 2025

Apr 29, 2025

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)

Number of shares to which this form of proxy relates^{(Note 1)}

FORM OF PROXY FOR THE ANNUAL GENERAL MEETING TO BE HELD ON FRIDAY, 27 JUNE 2025

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 annual general meeting (the “AGM”) of the Company to be held at Meeting Room, 6th Floor, Guangxi Chesir Pearl Material Co., Ltd., Pearlescent Industrial Park, No. 380, Feilu Road, Luzhai Town, Luzhai County, Liuzhou City, Guangxi, China on Friday, 27 June 2025 at 10:00 a.m. (and at any adjournment thereof).

Please tick (“✓”) the appropriate boxes to indicate how you wish your vote(s) to be cast$^{(Note 4)}$.

	ORDINARY RESOLUTIONS*	FOR	AGAINST
1.	To receive the audited consolidated financial statements of the Company and the reports of the directors and auditors for the year ended 31 December 2024.
2.	To re-elect Mr SU Ertian as an executive director of the Company.
3.	To re-elect Mr ZHOU Fangchao as an executive director of the Company.
4.	To re-elect Mr BAI Zhihuan as an executive director of the Company.
5.	To re-elect Mr LIM Kwang Su as an executive director of the Company.
6.	To re-elect Professor CHEN Fadong as an independent non-executive director of the Company.
7.	To authorise the board of directors of the Company (the “Board”) to fix the remuneration of the directors of the Company.
8.	To re-appoint RSM Hong Kong as the auditors of the Company and to authorise the Board to fix their remuneration.
9.	To grant a general mandate to the directors of the Company to buy-back shares not exceeding 10% of the total number of issued shares of the Company (excluding treasury shares of the Company) as at the date of passing of this resolution and to determine whether such shares of the Company bought back shall be held as treasury shares by the Company or be cancelled.
10.	To grant a general mandate to the directors of the Company to allot, issue and deal with additional shares (including any sale or transfer of treasury shares of the Company out of treasury) not exceeding 20% of the total number of issued shares of the Company (excluding treasury shares of the Company) as at the date of passing of this resolution.
11.	To extend the general mandate granted to the directors of the Company pursuant to ordinary resolution no. 10 to allot, issue and deal with additional shares by the aggregate number of the shares bought back by the Company under ordinary resolution no. 9.

• The full text of the resolutions is set forth in the notice of the AGM. Capitalised terms used herein are defined in the notice of the AGM, unless otherwise defined or the context requires.

Date _______ 2025

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 AGM 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 AGM other than those referred to in the notice convening the AGM.

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 10:00 a.m. on Wednesday, 25 June 2025) 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 AGM 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 supply of your and your proxy’s (or proxies’ name(s) and addresses) is on a voluntary basis for the purpose of processing your request for the appointment of a proxy (or proxies) and your voting instructions for the AGM of the Company (the “Purposes”). We may transfer your and your proxy’s (or proxies’ name(s) and address(es) to our 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.