Global New Material International Holdings Limited announced that it has entered into the Purchase Agreement, pursuant to which the Company has conditionally agreed to issue, and the Subscriber has conditionally agreed to subscribe for the 9.0% Initial Bonds in the principal amount of up to $50,000,000 due 2025, which are convertible into ordinary shares of the Company; and the Company may, during the Option Bond Period, exercise the option to conditionally issue to the Option Bond Subscriber(s) the 9.0% Option Bonds in the principal amount of up to $30,000,000 due 2025, which are convertible into ordinary shares of the Company; aggregate gross proceeds of $80,000,000 on November 5, 2023. Completion of the First Tranche Initial Bonds is expected to take place on the First Initial Issue Date, and completion of the Second Tranche Initial Bonds is expected to take place on the Second Initial Issue Date. The Convertible Bonds are convertible into the Conversion Shares in the circumstances set forth in the Conditions at the initial Conversion Price, which is subject to the Adjustment Events.

Based on the initial Conversion Price of $0.97131 per Share and assuming full conversion of the maximum aggregate principal amount of $80,000,000 of the Convertible Bonds at the initial Conversion Price, the Convertible Bonds would be convertible into 81,578,947 Conversion Shares, representing 6.58% of the total issued Shares as of the date of this announcement and 6.18% of the total issued Shares as enlarged by the allotment and issue of the Conversion Shares. The estimated net proceeds from the Convertible Bond Issue, after deduction of the estimated expenses, amount to approximately $78,800,000 assuming that the maximum aggregate principal amount of $80,000,000 of the Convertible Bonds is issued and completed. Completion of the First Tranche Initial Bonds shall take place on the First Initial Issue Date as notified by the Company to the Subscriber, or such other time as the Issuer and the Subscriber may agree, subject to the satisfaction/waiver of the above relevant conditions precedent.

Completion of the Second Tranche Initial Bonds shall take place on the Second Initial Issue Date as notified by the Company to the Subscriber, or such other time as the Issuer and the Subscriber may agree, subject to the satisfaction/waiver of the above relevant conditions precedent. The Convertible Bonds shall bear interest from and including the respective Issue Date, as the case may be, to the Maturity Date at the rate of 9.0% per annum, payable on a semi-annual basis with all accrued and unpaid interest. The second anniversary of the First Initial Issue Date, which may be, if approved by the Bondholders in their sole and absolute discretion, extended to the third anniversary of the First Initial Issue Date.

Subject to the Conditions, the Convertible Bonds may be transferred by the Bondholder to any third party, except that where the proposed transferee is a connected person (as defined in the Listing Rules) of the Company, such transfer will have to fully comply with the relevant provisions under the Listing Rules then prevailing. The company has disclosed the issue expenses of $1,200,000. The transaction has bee approved by the shareholders of the company.