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Global Corn Group Limited Board/Management Information 2014

Mar 3, 2014

50915_rns_2014-03-03_dc755731-db6e-4e7f-be5e-6c163e4f8e4f.pdf

Board/Management Information

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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 announcement, 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 announcement.

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)

CHanGe oF direCtorS and

CHanGe oF ComPoSition oF aUdit Committee, remUneration Committee, CCt eXeCUtiVe Committee and CCt SUPerViSorY Committee

The Board announces that with effect from 3 March 2014:

  • (i) Mr. Gao Yunchun has resigned as independent non-executive Director and ceased to be a member of the Audit Committee, Remuneration Committee and CCT Supervisory Committee;

  • (ii) Ms. Wang Guifeng has been appointed as executive Director and a member of the CCT Executive Committee;

  • (iii) Mr. Nie Zhiguo has been appointed as executive Director and a member of the CCT Executive Committee; and

  • (iv) Mr. Lo Kwing Yu has been appointed as independent non-executive Director and a member of the Audit Committee, Remuneration Committee and CCT Supervisory Committee.

reSiGnation oF direCtor

The Board (the “ board ”) of directors (the “ directors ”) of Global Sweeteners Holdings Limited (the “ Company ”, together with its subsidiaries, the “ Group ”) announces that Mr. Gao Yunchun (“ mr. Gao ”) has resigned as an independent non-executive Director with effect from 3 March 2014 due to

  • for identification purpose only

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his intention to focus on research and development related to his work. Following his resignation, Mr. Gao will serve as a senior consultant of the Group on technology and facilities design areas. Mr. Gao has confirmed that he has no disagreement with the Board and there is no matter relating to his resignation that needs to be brought to the attention of the holders of securities of the Company.

The Board would like to express gratitude to Mr. Gao for his valuable contributions to the Company during the tenure of his office.

aPPointment oF direCtorS

The Board is pleased to announce that Ms. Wang Guifeng (“ ms. wang ”) and Mr. Nie Zhiguo (“ mr. nie ”) have been appointed as executive Directors; and Mr. Lo Kwing Yu (“ mr. lo ”) has been appointed as an independent non-executive Director with effect from 3 March 2014.

ms. wang Guifeng

Ms. Wang, aged 63, is responsible for overseeing the finance and accounting functions of the Group’s business in the PRC. Ms. Wang graduated from Changchun Vocational University, majoring in industrial accountancy. She is a member of the Chinese Institute of Certified Public Accountants with over 23 years of experience in accounting and financial resources management. She was an executive Director from September 2007 to September 2010, and an executive director of Global Bio-chem Technology Group Company Limited (“ Gbt ”), the holding company of the Company, from September 2010 to December 2013.

As at the date of this announcement, Ms. Wang 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 (“ SFo ”). Save as disclosed, Ms. Wang had not held any directorship in other listed public companies in Hong Kong or overseas during the three years immediately before her appointment as an executive Director or any other major appointments and qualifications. Ms. Wang is not related to any Directors, senior management or substantial or controlling shareholders of the Company.

Ms. Wang has entered into a service contract with the Company for an initial term of three years commencing from 3 March 2014, 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, Ms. Wang is entitled to a basic salary subject to an annual increment after 1 January 2015 at the discretion of the Directors of not more than 15% of the annual salary immediately prior to such increase. Under the service contract, the annual salary of Ms. Wang is HK$1,800,000. Further, she is also entitled to a discretionary management bonus in respect of each financial year of the Company in an amount to be determined by the Board in its absolute discretion pursuant to the mechanism adopted by the Board from time to time. Ms. Wang’s emolument is determined by the Board with reference to her duties, responsibilities, performance and results of the Group.

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Save as disclosed above, the Board is not aware of any other matters in relation to the appointment of Ms. Wang as an executive Director that needs to be brought to the attention of the holders of securities of the Company nor is there any information to be disclosed by the Company pursuant to any of the requirements under the Rule 13.51(2) of the Rules (the “ listing rules ”) Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “ Stock exchange ”).

mr. nie Zhiguo

Mr. Nie, aged 42, is the general manager of the Group’s Jinzhou production site. Mr. Nie obtained a Master’s degree in software engineering and domain engineering from the School of Computer Science and Engineering of the University of Electronic Science and Technology of China in 2009. He joined GBT in 1997 and has over 19 years of experience in corn refinery and sweeteners industries. Mr. Nie joined the Group in 2001 after his appointment as the production engineer for the Group’s high fructose corn syrup project, and has been serving the Group as the general manager of Jinzhou Dacheng Food Development Co., Ltd.. In November 2012, Mr. Nie was appointed as the general manager of the Group’s Jinzhou production site.

As at the date of this announcement, save that Mr. Nie was interested in (i) 16,000 shares of the Company and (ii) 12,400 shares in GBT, Mr. Nie does not have any interests in the shares or underlying shares of the Company within the meaning of Part XV of the SFO.

Mr. Nie 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. Nie is not related to any Directors, senior management or substantial or controlling shareholders of the Company.

Mr. Nie has entered into a service contract with the Company for an initial term of three years commencing from 3 March 2014, 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. Nie is entitled to a basic salary subject to an annual increment after 1 January 2015 at the discretion of the Directors of not more than 15% of the annual salary immediately prior to such increase. Under the service contract, the annual salary of Mr. Nie is HK$300,000. Further, he is also entitled to a discretionary management bonus in respect of each financial year of the Company in an amount to be determined by the Board in its absolute discretion pursuant to the mechanism adopted by the Board from time to time. Pursuant to another service contract entered into between Mr. Nie and a subsidiary of the Company in the PRC, Mr. Nie is also entitled to an annual salary of RMB286,000. Mr. Nie’s emolument is determined by the Board with reference to his duties, responsibilities, performance and results of the Group.

Save as disclosed above, the Board is not aware of any other matters in relation to the appointment of Mr. Nie as an executive Director that needs to be brought to the attention of the holders of securities of the Company nor is there any information to be disclosed by the Company pursuant to any of the requirements under the Rule 13.51(2) of the Listing Rules.

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mr. lo Kwing Yu

Mr. Lo, aged 50, is a solicitor and has been in private practice in Hong Kong since 1995. Mr. Lo holds a Bachelor’s degree in law and economics from the University of Keele, United Kingdom. He was first admitted as a solicitor in England and Wales and then admitted as solicitor of the Supreme Court of Hong Kong. Mr. Lo is a consultant of Messrs. Y. T. Chan & Co, and has over 18 years of experience in legal services.

As at the date of this announcement, Mr. Lo did not have any interest in the shares or underlying shares in the Company within the meaning of Part XV of the SFO. During the three years immediately before his appointment, Mr. Lo had not held any directorship in other listed public companies in Hong Kong or overseas or any other major appointments and qualifications. Mr. Lo is not related to any Directors, senior management or substantial or controlling shareholders of the Company.

Mr. Lo has entered into an appointment letter with the Company for an initial term of two years commencing from 3 March 2014, which shall be renewable automatically for successive terms of one year unless terminated by not less than three months’ written notice served by either party at any time during the then existing term. Under the appointment letter, Mr. Lo shall be paid an annual director’s fee of HK$300,000. The director’s fee is determined by the Board with reference to his duties, responsibilities, performance and results of the Group.

Save as disclosed above, the Board is not aware of any other matters in relation to the appointment of Mr. Lo as an independent non-executive Director that needs to be brought to the attention of the holders of securities of the Company nor is there any information to be disclosed by the Company pursuant to any of the requirements under the Rule 13.51(2) of the Listing Rules.

The Board takes this opportunity to express its warmest welcome to Ms. Wang, Mr. Nie and Mr. Lo to the Board.

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CHanGe oF ComPoSition oF aUdit Committee, remUneration Committee, CCt eXeCUtiVe Committee and CCt SUPerViSorY Committee

The Board further announces that following the change of Directors as announced above, the composition of the audit committee (“ audit Committee ”), the remuneration committee (“ remuneration Committee ”), the continuing connected transactions executive committee (“ CCt executive Committee ”) and the continuing connected transactions supervisory committee (“ CCt Supervisory Committee ”) of the Company has been changed as follows with effect from 3 March 2014:

  • (i) Mr. Gao has ceased to be a member of the Audit Committee, Remuneration Committee and CCT Supervisory Committee;

  • (ii) Ms. Wang has been appointed as a member of the CCT Executive Committee;

  • (iii) Mr. Nie has been appointed as a member of the CCT Executive Committee; and

  • (iv) Mr. Lo has been appointed as a member of the Audit Committee, Remuneration Committee and CCT Supervisory Committee.

An updated list of Directors and their roles and function including the composition of each of the committees of the Board will be made available on the websites of the Stock Exchange and the Company in due course.

By order of the Board Global Sweeteners Holdings limited Kong Zhanpeng Chairman

Hong Kong, 3 March 2014

As at the date of this announcement, the Board comprises five executive Directors, namely Mr. Kong Zhanpeng, Mr. Zhang Fazheng, Mr. Lee Chi Yung, Ms. Wang Guifeng and Mr. Nie Zhiguo and three independent non-executive Directors, namely Mr. Chan Yuk Tong, Mr. Ho Lic Ki and Mr. Lo Kwing Yu.

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