Global Corn Group Limited — AGM Information 2015

Apr 28, 2015

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Global Sweeteners Holdings Limited (the “ Company ”), you should at once hand this circular and the accompanying form of proxy to the purchaser or transferee or to the bank, licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, 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 circular.

GLOBAL SWEETENERS HOLDINGS LIMITED 大成糖業控股有限公司[] (incorporated in the Cayman Islands with limited liability) (Stock code: 03889)*

GRANT OF THE NEW ISSUE MANDATE AND THE REPURCHASE MANDATE, RE-ELECTION AND APPOINTMENT OF DIRECTORS AND NOTICE OF ANNUAL GENERAL MEETING

A notice of the Annual General Meeting of the Company to be held at UCC Room 3&4, 10/F, United Conference Centre, United Centre, 95 Queensway, Admiralty on Thursday, 4 June 2015 at 10:30 a.m. is set out on pages 14 to 18 of this circular. Whether or not you intend to attend the Annual General Meeting, you are requested to complete and return the accompanying form of proxy in accordance with the instructions printed thereon to the Company’s branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong as soon as possible and in any event no later than 48 hours before the time of the Annual General Meeting or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the Annual General Meeting or any adjournment thereof should you so wish.

28 April 2015

* for identification purposes only

CONTENTS

	Page
Definitions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Letter from the Board
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
General mandate to repurchase shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
General mandate to issue shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Re-election and appointment of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Action to be taken . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Voting at the Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Additional information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Appendix I — Explanatory Statement. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Appendix II — Particulars of Directors for re-election and appointment. . . . 11
Notice of Annual General Meeting. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	14

— i —

DEFINITIONS

In this circular, unless the context otherwise requires, the following expressions have the following meanings:

• “AGM Notice”

• the notice for convening the Annual General Meeting set out on pages 14 to 18 of this circular

• “Annual General Meeting” the annual general meeting of the Company convened to be held on Thursday, 4 June 2015 at 10:30 a.m. at UCC Room 3&4, 10/F, United Conference Centre, United Centre, 95 Queensway, Admiralty, Hong Kong

• “Board” the board of Directors

• “Companies Law”

• the Companies Law, Chapter 22 (Law 3 of 1961, as consolidated and revised) of the Cayman Islands

• “Company”

• Global Sweeteners Holdings Limited, a company incorporated in the Cayman Islands with limited liability, the Shares of which are listed on the Stock Exchange

• “Director(s)” the director(s) of the Company

• “GBT” Global Bio-chem Technology Group Company Limited, a company incorporated in the Cayman Islands and the issued shares of which are listed on the Stock Exchange

• “GBT Group” GBT and its subsidiaries which, for the purpose of this circular, excludes the Group

• “Group” the Company and its subsidiaries

• “Hong Kong”

• the Hong Kong Special Administrative Region of the People’s Republic of China

• “Latest Practicable Date”

• 23 April 2015, being the latest practicable date prior to the printing of this circular for the purpose of ascertaining certain information in this circular

• “Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange

— 1 —

DEFINITIONS

• “New Issue Mandate”

• a general and unconditional mandate to the Directors to exercise the power of the Company to allot, issue or otherwise deal with shares of the Company of up to a maximum of 20 per cent. of the total number of issued Shares as at the date of passing the relevant resolution at the Annual General Meeting

• “Registrar” Tricor Investor Services Limited, whose office is at Level 22, Hopewell Centre, 183 Queen’s Raod East, Hong Kong

• “Repurchase Mandate” a general and unconditional mandate to the Directors to exercise the power of the Company to repurchase shares of the Company on the Stock Exchange of up to a maximum of 10 per cent. of the total number of issued Shares as at the date of passing the relevant resolution at the Annual General Meeting

• “SFO” the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)

• “Share(s)” ordinary share(s) of HK$0.10 each in the share capital of the Company

• “Shareholder(s)” holder(s) of Share(s)

• “Stock Exchange” The Stock Exchange of Hong Kong Limited

• “Takeovers Code” the Hong Kong Code on Takeovers and Mergers

• “HK$” and “cents” Hong Kong dollars and cents, respectively, the lawful currency of Hong Kong

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LETTER FROM THE BOARD

GLOBAL SWEETENERS HOLDINGS LIMITED 大成糖業控股有限公司[*]

(incorporated in the Cayman Islands with limited liability)

(Stock code: 03889)

Executive Directors:

Mr. Kong Zhanpeng Mr. Lee Chi Yung Ms. Wang Guifeng Mr. Nie Zhiguo

Registered office: Cricket Square Hutchins Drive PO Box 2681 Grand Cayman KY1-1111 Cayman Islands

Independent non-executive Directors:

Mr. Chan Yuk Tong Mr. Ho Lic Ki Mr. Lo Kwing Yu

Head office and principal place of business in Hong Kong: Unit 2403 Admiralty Centre Tower II 18 Harcourt Road Hong Kong

28 April 2015

To the Shareholders

Dear Sir or Madam,

GRANT OF NEW ISSUE MANDATE AND REPURCHASE MANDATE, RE-ELECTION AND APPOINTMENT OF DIRECTORS AND NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

The primary purposes of this circular are to provide you with the information in relation to the resolutions to be proposed at the Annual General Meeting and to give you notice of the Annual General Meeting. Resolutions to be proposed at the Annual General Meeting

* for identification purposes only

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LETTER FROM THE BOARD

include ordinary resolutions relating to the proposed grant of the New Issue Mandate and the Repurchase Mandate, the re-election of retiring Directors and the appointment of a new Director.

GENERAL MANDATE TO REPURCHASE SHARES

At the Annual General Meeting, an ordinary resolution will be proposed that the Directors be given a general and unconditional mandate to exercise all powers of the Company to repurchase on the Stock Exchange shares of the Company, up to a maximum of 10 per cent. of the total number of issued Shares as at the date of the passing of the ordinary resolution approving the grant of the Repurchase Mandate at the Annual General Meeting.

The Repurchase Mandate will expire: (a) at the conclusion of the next annual general meeting of the Company following the Annual General Meeting; or (b) at the end of the period within which the Company is required by the Companies Law or the articles of association of the Company to hold its next annual general meeting; or (c) when revoked or varied by ordinary resolutions of the Shareholders in a general meeting prior to the next annual general meeting of the Company, whichever is the earliest.

An explanatory statement to provide Shareholders with all the information reasonably necessary for them to make an informed decision in relation to this proposed resolution as required by the Listing Rules is set out in Appendix I to this circular.

GENERAL MANDATE TO ISSUE SHARES

At the Annual General Meeting, an ordinary resolution will also be proposed that the Directors be given a general and unconditional mandate to allot, issue or otherwise deal with shares of the Company of up to 20 per cent. of the total number of issued Shares as at the date of the passing of the ordinary resolution approving the grant of the New Issue Mandate at the Annual General Meeting. As at the Latest Practicable Date, the issued share capital of the Company comprised 1,527,586,000 Shares. Subject to the passing of the proposed resolution approving the grant of the New Issue Mandate and on the basis that no further Shares will be allotted and issued or repurchased by the Company before the Annual General Meeting, the Company will be allowed under the New Issue Mandate to issue a maximum of 305,517,200 Shares. In addition, an ordinary resolution will be proposed that the Directors be authorised to allot, issue or otherwise deal with shares of the Company in a number equal to the total number of Shares repurchased under the Repurchase Mandate.

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LETTER FROM THE BOARD

RE-ELECTION AND APPOINTMENT OF DIRECTORS

According to article 108(A) of the articles of association of the Company, not less than one-third of the Directors shall retire from office by rotation at each annual general meeting of the Company. Any Director who retires under this article shall then be eligible for re-election as Director. Ms. Wang Guifeng and Mr. Lee Chi Yung, being the executive Directors and Mr. Ho Lic Ki, being an independent non-executive Director, will retire as Directors and, being eligible, Mr. Lee Chi Yung and Mr. Ho Lic Ki will offer themselves for re-election as Directors at the Annual General Meeting. Ms. Wang Guifeng will not offer herself for re-election.

In addition, the Board recommends to appoint Mr. Wen Gang as an executive Director and a member of the continuing connected transactions executive committee of the Company, and ordinary resolutions for the appointment of Mr. Wen Gang will be put forward for shareholders’ approval at the Annual General Meeting.

Details of each of the Directors who are proposed to be re-elected or appointed at the Annual General Meeting are set out in Appendix II to this circular.

ACTION TO BE TAKEN

The AGM Notice is set out on pages 14 to 18 of this circular. At the Annual General Meeting, resolutions will be proposed to approve, among other matters, the following:

• (a) to grant the Repurchase Mandate to the Directors;

• (b) to grant the New Issue Mandate to the Directors;

• (c) to increase the number of shares of the Company that may be allotted, issued or otherwise dealt with under the New Issue Mandate by such number of additional shares of the Company equal to the total number of Shares repurchased under the Repurchase Mandate;

• (d) to approve the re-election of Directors; and

• (e) to approve the appointment of Director.

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LETTER FROM THE BOARD

Enclosed with this circular is a form of proxy for use at the Annual General Meeting. Whether or not you intend to be present at the Annual General Meeting, you are requested to complete the form of proxy and return it to the Registrar in accordance with the instructions printed thereon no less than 48 hours before the time fixed for holding the Annual General Meeting or any adjournment thereof. Completion and delivery of the form of proxy will not prevent you from attending, and voting at, the Annual General Meeting or any adjournment thereof if you so wish.

VOTING AT THE ANNUAL GENERAL MEETING

Pursuant to Rule 13.39 of the Listing Rules, all votes of the Shareholders at the general meetings must be taken by poll. The chairman of the Annual General Meeting will therefore demand a poll for every resolution put to the vote of the Annual General Meeting pursuant to article 72 of the articles of association of the Company. An announcement on the poll vote results will be made by the Company after the Annual General Meeting in the manner prescribed under Rule 13.39(5) of the Listing Rules.

RECOMMENDATION

The Directors consider that the ordinary resolutions to be proposed at the Annual General Meeting are in the best interests of the Company and the Shareholders and so recommend that you vote in favour of such resolutions to be proposed at the Annual General Meeting.

ADDITIONAL INFORMATION

Your attention is drawn to the additional information set out in the appendices to this circular and the AGM Notice.

By order of the Board

Global Sweeteners Holdings Limited Kong Zhanpeng Chairman

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ExPLANATORY STATEMENT

APPENDIx I

This appendix serves as an explanatory statement, as required by the Listing Rules, to provide the requisite information to enable you to make an informed decision whether to vote for or against the resolution to approve the grant of the Repurchase Mandate to the Directors.

1. LISTING RULES RELATING TO THE REPURCHASE OF SHARES

The Listing Rules permit companies whose primary listing is on the Stock Exchange to repurchase their shares on the Stock Exchange subject to certain restrictions, the most important of which is summarised below. The Company is empowered by its memorandum and articles of association to repurchase its own shares.

(a) Shareholders’ approval

The Listing Rules provide that all on-market shares repurchased by a company with its primary listing on the Stock Exchange must be approved in advance by an ordinary resolution, either by way of a general mandate or by specific approval with reference to a specific transaction.

(b) Source of funds

Repurchase must be paid out of funds legally available for the purpose and in accordance with the Company’s memorandum and articles of association and the Companies Law. A listed company may not repurchase its own securities on the Stock Exchange for a consideration other than cash or for settlement otherwise than in accordance with the trading rules of the Stock Exchange. Under Cayman Islands law, repurchases by a company may only be made out of profits of the company or out of the proceeds of a fresh issue of shares made for the purpose, or, if so authorised by its memorandum and articles of association and subject to the provisions of the Companies Law, out of capital. Any premium payable on a redemption or purchase over the par value of the shares to be purchased must be provided for out of profits of the company or out of the company’s share premium account, or, if so authorised by its memorandum and articles of association and subject to the provisions of the Companies Law, out of capital.

(c) Trading restrictions

Where the securities to be repurchased by a company are shares, such shares must be fully paid shares.

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ExPLANATORY STATEMENT

APPENDIx I

2. SHARE CAPITAL

As at the Latest Practicable Date, the issued share capital of the Company comprised 1,527,586,000 Shares.

Subject to the passing of the proposed resolution for the grant of the Repurchase Mandate and on the basis that no further Shares will be allotted and issued or repurchased by the Company before the Annual General Meeting, the Company will be allowed under the Repurchase Mandate to repurchase a maximum of 152,758,600 Shares.

3. REASONS FOR THE REPURCHASE

The Directors believe that the Repurchase Mandate is in the best interests of the Company and the Shareholders. An exercise of the Repurchase Mandate may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net asset value per Share and/or earnings per Share and will only be made if the Directors believe that such repurchases will benefit the Company and its Shareholders.

4. FUNDING OF REPURCHASES

In repurchasing Shares, the Company may only apply funds legally available for such purpose in accordance with its memorandum and articles of association, the Listing Rules and the applicable laws of the Cayman Islands.

Taking into account the current working capital position of the Group, the Directors consider that, if the Repurchase Mandate were to be exercised in full, it might have a material adverse effect on the working capital and/or the gearing position of the Group as compared with the position as at 31 December 2014, being the date on which its latest published audited consolidated accounts were made up. However, the Directors do not intend to make any repurchases to such an extent as would, in the circumstances, have a material adverse effect on the working capital requirements or the gearing position of the Group which in the opinion of the Directors are from time to time appropriate for the Group.

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ExPLANATORY STATEMENT

APPENDIx I

5. SHARE PRICES

The highest and lowest prices at which the Shares have been traded on the Stock Exchange in each of the twelve calendar months immediately preceding (and including) the Latest Practicable Date are as follows:

	Highest	Lowest
	HK$	HK$
2014
April	0.4550	0.4050
May	0.4400	0.3850
June	0.4400	0.3900
July	0.4050	0.3700
August	0.4350	0.3800
September	0.4450	0.3900
October	0.4100	0.3850
November	0.4100	0.3600
December	0.3850	0.3050
2015
January	0.4050	0.3050
February	0.3900	0.3450
March	0.3800	0.3400
April_(Note)_	0.4050	0.3050

Note: up to the Latest Practicable Date

6. DISCLOSURE OF INTERESTS AND MINIMUM PUBLIC HOLDING

None of the Directors or, to the best of their knowledge, having made all reasonable enquiries, their close associates (as defined in the Listing Rules), have any present intention to sell any Shares to the Company if the Repurchase Mandate is approved at the Annual General Meeting and exercised.

The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they will exercise the power of the Company to make purchases of the Shares pursuant to the Repurchase Mandate in accordance with the Listing Rules, applicable laws of the Cayman Islands and the regulations set out in the memorandum and articles of association of the Company.

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APPENDIx I

ExPLANATORY STATEMENT

If a Shareholder’s proportionate interest in the voting rights of the Company increases on the Company exercising its powers to repurchase securities pursuant to the Repurchase Mandate, such increase will be treated as an acquisition for the purposes of Rule 32 of the Takeovers Code. As a result, a Shareholder or a group of Shareholders acting in concert could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rules 26 and 32 of the Takeovers Code.

As at the Latest Practicable Date, according to the register of members kept by the Company pursuant to section 336 of the SFO and so far as is known to, or can be ascertained after reasonable enquiry by the Directors, GBT, through itself and its wholly owned subsidiary Global Corn Bio-chem Technology Company Limited held in aggregate approximately 64.04% of the then existing issued Shares. On the basis of 1,527,586,000 Shares in issue as at the Latest Practicable Date and assuming no further Shares will be allotted and issued or repurchased before the Annual General Meeting, if the Repurchase Mandate were exercised in full, the percentage shareholding of GBT, through itself and Global Corn Bio-chem Technology Company Limited, in the Company would in aggregate increase to approximately 71.16% of the then issued Shares.

On the basis of the shareholding interests of GBT and Global Corn Bio-chem Technology Company Limited in the Company, an exercise of the Repurchase Mandate in full would not result in any of them becoming obliged to make a mandatory offer under Rule 26 of the Takeovers Code.

The Directors also have no intention to exercise the Repurchase Mandate to such an extent that will result in the number of Shares in the hands of public falling below the prescribed minimum percentage of 25%.

As at the Latest Practicable Date, no core connected person of the Company had notified the Company that he/she/it has a present intention to sell any securities to the Company nor has such core connected person undertaken not to sell any of the securities held by him/her/it to the Company in the event that the Repurchase Mandate is granted.

7. SECURITIES REPURCHASE MADE BY THE COMPANY

The Company had not purchased any of the Shares (whether on the Stock Exchange or otherwise) during the six months immediately preceding the Latest Practicable Date.

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PARTICULARS OF DIRECTORS FOR RE-ELECTION AND APPOINTMENT

APPENDIx II

The particulars of the Directors eligible for re-election at the Annual General Meeting are set out below:

ExECUTIVE DIRECTOR

Mr. Lee Chi Yung , aged 40, is an executive Director, financial controller and company secretary of the Company. He is responsible for overseeing the Group’s financial reporting procedures, internal controls and compliance with the Listing Rules and other relevant laws and regulations. Mr. Lee has over 12 years of experience in the related fields of finance, auditing, accounting and corporate governance practices. He graduated from the City University of Hong Kong with a Bachelor’s degree (with honors) in accountancy in 1996. He is a member of the Association of Chartered Certified Accountants and Hong Kong Institute of Certified Public Accountants. Mr. Lee joined the GBT Group in September 2000 and then the Group in August 2007 and was appointed as executive Director on 8 December 2009.

As at Latest Practicable Date, Mr. Lee was interested in 4,000,000 Shares within the meaning of Part XV of the SFO. In the three years preceding the Latest Practicable Date, Mr. Lee did not hold any directorship in other listed public companies or any other major appointments or qualifications. He is not related to any other directors, or any senior management or substantial or controlling shareholders of the Company.

Mr. Lee has entered into a service contract with the Company for an initial term of three years commencing from 8 December 2009, which shall be renewable automatically by one year on the expiry of such initial term or at any time thereafter, unless terminated by at least three months’ written notice served by either party at any time during the then existing term. Under the service contract, Mr. Lee shall be entitled to a basic salary subject to an annual increment determined by the remuneration committee of the Company or the Board. The current annual salary of Mr. Lee under the service contract is HK$1,800,000. Further, under the service contract he is also entitled to a discretionary management bonus in an amount to be determined pursuant to the mechanism adopted by the Board from time to time, or to be determined by the Board in its absolute discretion. Mr. Lee’s emolument is determined by the Board with reference to his duties, responsibilities, performance and results of the Group.

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PARTICULARS OF DIRECTORS FOR RE-ELECTION AND APPOINTMENT

APPENDIx II

INDEPENDENT NON-ExECUTIVE DIRECTOR

Mr. Ho Lic Ki , aged 66, completed the Chinese Senior Bankers Program offered by the University of Washington, Seattle, the USA, it was an in-house training programme in cooperation with the Bank of China (Hong Kong) in 1991 and obtained a Foundation Diploma in Management from the University of Hong Kong in 1994. He is also a holder of a Bachelor Degree in Chinese Medicine (Dispensing), Hubei University of Chinese Medicine. Mr. Ho is a Fellow member of Hong Kong Securities (“FHKSI”) and was awarded as “Professional Manager” by the Hong Kong Management Association in 2008. Mr. Ho has about 40 years of experience in banking, finance and asset management. Mr. Ho was appointed as an independent non-executive Director in September 2007.

As at the Latest Practicable Date, Mr. Ho was interested in 2,000,000 Shares within the meaning of Part XV of the SFO. Save as disclosed above, in the three years preceding the Latest Practicable Date, Mr. Ho did not hold any directorship in other listed public companies or any other major appointments or qualifications and he is related to any other directors, or any senior management or substantial or controlling shareholders of the Company.

Mr. Ho has been appointed as an independent non-executive Director for an initial term of two years commencing from 1 September 2007, renewable automatically for successive term of two years each commencing from the next day after the expiry of the then current term of appointment, unless terminated by not less than three months’ notice in writing served by either party at any time during the then existing term. Unless determined otherwise, Mr. Ho shall be paid a director’s fee of HK$480,000 per annum. The director’s fee of Mr. Ho is determined by the Board with reference to his duties and responsibilities. Save for the above director’s fees, Mr. Ho is not expected to receive any other remuneration for holding his office as an independent non-executive Director.

In addition, the Board recommends to appoint Mr. Wen Gang as an executive Director and a member of the continuing connected transactions executive committee of the Company, and ordinary resolutions for the appointment of Mr. Wen Gang will be put forward for shareholders’ approval at the Annual General Meeting. The biography of Mr. Wen Gang is as follows:

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PARTICULARS OF DIRECTORS FOR RE-ELECTION AND APPOINTMENT

APPENDIx II

ExECUTIVE DIRECTOR

Mr. Wen Gang

Mr. Wen Gang, aged 43, is the general manager of the Group’s Shanghai production site. Mr. Wen graduated from Jilin Grain College in 1996, and is now attending a course for the master’s degree in business administration organized by Jilin University. He joined the Group in August 1999 and served as the general manager of certain subsidiaries of the Group and GBT. He has over 17 years of experience in corn refinery and sweeteners industries. Since February 2014, Mr. Wen took the position of the general manager of the Group’s Shanghai production site.

As at the Latest Practicable Date, Mr. Wen did not have any interest in the shares or underlying shares in the Company within the meaning of Part XV of the Securities and Futures Ordinance. Save as disclosed, Mr. Wen had not held any directorship in other listed public companies in Hong Kong or overseas during the three years immediately before his appointment as an executive Director or any other major appointments and qualifications. Mr. Wen is not related to any Directors, senior management or substantial or controlling shareholders of the Company.

Conditional on the passing of the shareholders’ resolution for his appointment at the Annual General Meeting, Mr. Wen will enter into a service contract with the Company for an initial term of three years commencing from 4 June 2015, which shall be renewable automatically for successive terms of one year unless terminated by at least three months’ written notice served by either party at any time during the then existing term. Under the service contract, Mr. Wen shall be entitled to a basic salary subject to an annual increment determined by the remuneration committee of the Company or the Board. Under the service contract, the annual salary of Mr. Wen is HK$300,000. Further, he shall also be entitled to a discretionary management bonus in respect of each financial year of the Company in an amount to be determined pursuant to the mechanism adopted by the Board from time to time, or to be determined by the Board in its absolute discretion. Pursuant to another service contract entered into between Mr. Wen and a subsidiary of the Company in the PRC, Mr. Wen is also entitled to an annual salary of RMB288,000. Mr. Wen’s emolument is determined by the Board with reference to his duties, responsibilities, performance and results of the Group.

GENERAL

There are no other matters concerning any of the above Directors that need to be brought to the attention of the Shareholders in relation to their re-election or appointment as Directors, and there is no other information which is discloseable pursuant to any of the requirements set out in Rule 13.51(2) of the Listing Rules.

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NOTICE OF ANNUAL GENERAL MEETING

GLOBAL SWEETENERS HOLDINGS LIMITED 大成糖業控股有限公司[*] (incorporated in the Cayman Islands with limited liability)

(Stock code: 03889)

NOTICE IS HEREBY GIVEN that the annual general meeting of Global Sweeteners Holdings Limited (“ Company ”) will be held at 10:30 a.m. on Thursday, 4 June 2015 at UCC Room 3&4, 10/F, United Conference Centre, United Centre, 95 Queensway, Admiralty for the following purposes:

1. to receive and approve the audited consolidated financial statements and the reports of the directors (“ Directors ”) of the Company and the auditors of the Company for the year ended 31 December 2014;

2. each as separate resolution, to re-elect the retiring Directors and to authorise the board of Directors to fix the Directors’ remuneration;

3. to appoint the new Director and to authorise the board of Directors to fix his remuneration;

4. to re-appoint the auditors and to authorise the board of Directors to fix their remuneration;

and, as further ordinary business, to consider and, if thought fit, pass the following resolutions as ordinary resolutions (with or without modifications) respectively:

ORDINARY RESOLUTIONS

1. “ THAT :

2. (a) subject to paragraph (c) below, pursuant to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, the exercise by the directors of the Company during the Relevant Period of all the powers of the Company to allot, issue or otherwise deal with the unissued shares in the capital of the Company and to make or grant offers, agreements and options,

* for identification purposes only

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NOTICE OF ANNUAL GENERAL MEETING

including warrants to subscribe for shares in the Company, which might require the exercise of such powers be and the same is hereby generally and unconditionally approved;

• (b) the approval in paragraph (a) above shall authorise the directors of the Company during the Relevant Period to make or grant offers, agreements and options, including warrants to subscribe for shares in the Company, which might require the exercise of such powers after the end of the Relevant Period;

• (c) the total number of shares in the share capital of the Company allotted and issued or agreed conditionally or unconditionally to be allotted and issued (whether pursuant to options or otherwise) by the directors of the Company pursuant to the approval in paragraph (a) above, otherwise than pursuant to (i) a Rights Issue; or (ii) the exercise of any options granted under the share option scheme of the Company; or (iii) any scrip dividend or similar arrangements providing for the allotment and issue of shares in the Company in lieu of the whole or part of a dividend on shares in the Company in accordance with the articles of association of the Company in force from time to time; or (iv) any issue of shares in the Company upon the exercise of rights of subscription or conversion under the terms of any warrants of the Company or any securities which are convertible into shares in the Company shall not exceed the aggregate of:

• (i) 20 per cent. of the total number of issued shares of the Company on the date of the passing of this resolution; and

• (ii) (if the directors of the Company are so authorised by a separate ordinary resolution of the shareholders of the Company) the total number of shares in the share capital of the Company purchased by the Company subsequent to the passing of this resolution (up to a maximum equivalent to 10 per cent. of the total number of issued shares of the Company on the date of the passing of this resolution),

and the authority pursuant to paragraph (a) of this resolution shall be limited accordingly; and

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NOTICE OF ANNUAL GENERAL MEETING

• (d) for the purposes of this resolution:

“ Relevant Period ” means the period from the date of the passing of this resolution until whichever is the earliest of:

• (i) the conclusion of the next annual general meeting of the Company;

• (ii) the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company, the Companies Law, Chapter 22 (Law 3 of 1961, as consolidated and revised) of the Cayman Islands or any other applicable law of the Cayman Islands to be held; and

• (iii) the passing of an ordinary resolution by the shareholders of the Company in general meeting revoking or varying the authority given to the directors of the Company by this resolution;

“ Rights Issue ” means an offer of shares in the Company, or offer or issue of warrants, options or other securities giving rights to subscribe for shares in the Company open for a period fixed by the directors of the Company to holders of shares on the Company’s register of members on a fixed record date in proportion to their then holdings of shares (subject to such exclusion or other arrangements as the directors of the Company may deem necessary or expedient in relation to fractional entitlements, or having regard to any restrictions or obligations under the laws of, or the requirements of, or the expense or delay which may be involved in determining the existence or extent of any restrictions or obligations under the laws of, or the requirements of, any jurisdiction outside Hong Kong or any recognised regulatory body or any stock exchange outside Hong Kong).”

6. “ THAT :

• (a) subject to paragraph (b) below, the exercise by the directors of the Company during the Relevant Period of all powers of the Company to purchase shares in the capital of the Company on The Stock Exchange of Hong Kong Limited (“ Stock Exchange ”) or any other stock exchange on which the shares in the Company may be listed and recognised by the Securities and Futures Commission of Hong Kong (“ SFC ”) and the Stock Exchange for such purpose, and otherwise in accordance with the rules and regulations of the SFC, the Stock Exchange, the Companies Law, Chapter 22 (Law 3 of 1961, as

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NOTICE OF ANNUAL GENERAL MEETING

consolidated and revised) of the Cayman Islands (“ Companies Law ”) and all other applicable laws in this regard, be and the same is hereby generally and unconditionally approved;

• (b) the total number of shares in the Company which may be purchased or agreed to be purchased by the Company pursuant to the approval in paragraph (a) during the Relevant Period shall not exceed 10 per cent. of the total number of issued shares of the Company as at the date of the passing of this resolution and the authority pursuant to paragraph (a) of this resolution shall be limited accordingly; and

• (c) for the purposes of this resolution, “ Relevant Period ” means the period from the date of the passing of this resolution until whichever is the earliest of:

  • (i) the conclusion of the next annual general meeting of the Company;

  • (ii) the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company, the Companies Law or any other applicable law of the Cayman Islands to be held; and

  • (iii) the passing of an ordinary resolution by the shareholders of the Company in general meeting revoking or varying the authority given to the directors of the Company by this resolution.”

• “ THAT conditional on the passing of resolutions numbered 5 and 6 above, the general mandate granted to the directors of the Company pursuant to paragraph (a) of resolution numbered 5 above be and it is hereby extended by the addition to the total number of shares in the capital of the Company which may be allotted or agreed conditionally or unconditionally to be allotted by the directors of the Company pursuant to or in accordance with such general mandate of an amount representing the total number of shares in the share capital of the Company purchased by the Company pursuant to or in accordance with the authority granted under paragraph (a) of resolution numbered 6 above.”

By order of the Board

Global Sweeteners Holdings Limited

Kong Zhanpeng

Chairman

Hong Kong, 28 April 2015

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NOTICE OF ANNUAL GENERAL MEETING

Registered office: Head office and principal place of Cricket Square business in Hong Kong: Hutchins Drive Unit 2403, Admiralty Centre PO Box 2681 Tower II Grand Cayman KY1-1111 18 Harcourt Road Cayman Islands Hong Kong

Notes:

1. A member entitled to attend and vote at the meeting convened by the above notice is entitled to appoint one or more proxies to attend and, subject to the provisions of the articles of association of the Company, vote in his stead. A proxy need not be a member of the Company.

2. To be valid, the form of proxy together with a power of attorney or other authority, if any, under which it is signed or a notarially certified copy of such power or authority must be deposited at the offices of the Company’s Hong Kong branch share registrar, Tricor Investor Services Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong no later than 48 hours before the time of the meeting or any adjournment thereof.

3. The register of members of the Company will be closed from 2 June 2015 to 4 June 2015, both days inclusive, during which no transfer of shares will be effected. In order to qualify for the attendance at the annual general meeting, all transfers of shares, accompanied by the relevant share certificates, must be lodged with the Company’s branch registrars in Hong Kong at the address stated in note 2 above no later than 4:30 p.m. on 1 June 2015 for registration.

4. In relation to the proposed resolutions numbered 4 and 7 above, approval is being sought from the shareholders for the grant to the Directors of a general mandate to authorise the allotment and issue of shares in the share capital of the Company under the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (“ Listing Rules ”). The Directors have no immediate plans to issue any new shares other than shares which may fall to be issued upon the exercise of options granted under the share option scheme of the Company or otherwise or any scrip dividend scheme of the Company which may be approved by the shareholders of the Company.

5. In relation to the proposed resolution numbered 6 above, the Directors wish to state that they will exercise the powers conferred thereby to purchase shares of the Company in circumstances which they deem appropriate for the benefit of the shareholders. An explanatory statement containing the information necessary to enable the shareholders to make an informed decision to vote on the proposed resolution as required by the Listing Rules is set out in an appendix to the circular of the Company to be despatched to the shareholders.

6. As at the date of this notice, the board of Directors comprises four executive Directors, namely, Mr. Kong Zhanpeng, Mr. Lee Chi Yung, Ms. Wang Guifeng and Mr. Nie Zhiguo and three independent nonexecutive Directors, namely Mr. Chan Yuk Tong, Mr. Ho Lic Ki and Mr. Lo Kwing Yu.

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