Global Corn Group Limited — Board/Management Information 2018

Dec 31, 2018

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)

APPOINTMENT OF ACTING CHAIRMAN AND AUTHORISED REPRESENTATIVE, CHANGE OF INDEPENDENT NON-EXECUTIVE DIRECTORS AND CHANGE OF COMPOSITION OF BOARD COMMITTEES

The Board announces that with effect from 31 December 2018:

• (i) Mr. Zhang, an executive Director, has been appointed as acting chairman of the Board, the chairman of the Nomination Committee, member of the Remuneration Committee, member of the Corporate Governance Committee and authorised representative of the Company under Rule 3.05 of the Listing Rules;

• (ii) Mr. Ho and Mr. Yuen have resigned as independent non-executive Directors;

(iii) Mr. Fong and Mr. Wang have been appointed as independent non-executive Directors;

• (iv) Mr. Ho has ceased to be the chairman of the Remuneration Committee, and Mr. Wang has been appointed as the chairman of the Remuneration Committee;

• (v) Mr. Ho has ceased to be a member of each of the Audit Committee, Nomination Committee, Corporate Governance Committee and CCT Supervisory Committee, and Mr. Wang has been appointed as a member of each of the Audit Committee, Nomination Committee, Corporate Governance Committee and CCT Supervisory Committee; and

• (vi) Mr. Yuen has ceased to be the chairman of each of the Audit Committee, Corporate Governance Committee and CCT Supervisory Committee, and Mr. Fong has been appointed as the chairman of each of the Audit Committee, Corporate Governance Committee and CCT Supervisory Committee.

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APPOINTMENT OF ACTING CHAIRMAN AND AUTHORISED REPRESENTATIVE

Reference is made to the announcement of Global Sweeteners Holdings Limited (the “ Company ”, together with its subsidiaries, the “ Group ”) dated 27 September 2018 in relation to, inter alia, the resignation of Mr. Kong Zhanpeng (“ Mr. Kong ”) as the chairman of the board (the “ Board ”) of the directors (the “ Directors ”) of the Company and executive Director with effect from 31 December 2018. Upon Mr. Kong’s resignation, Mr. Kong will cease to be the chairman of the nomination committee of the Company (the “ Nomination Committee ”), member of the remuneration committee of the Company (the “ Remuneration Committee ”), member of the corporate governance committee of the Company (the “ Corporate Governance Committee ”) and authorised representative of the Company under Rule 3.05 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “ Listing Rules ”).

The Board is pleased to announce that Mr. Zhang Zihua (“ Mr. Zhang ”), an executive Director, has been appointed as the acting chairman of the Board, and authorised representative of the Company under Rule 3.05 of the Listing Rules with effect from 31 December 2018.

Mr. Zhang Zihua

Mr. Zhang, aged 49, is the chairman of 吉林省現代農業投資有限公司 (Jilin Province Modern Agricultural Investment Co., Ltd.). Mr. Zhang has held a number of positions in various state-owned enterprises in Jilin Province’s agricultural sector, including the general manager of 吉糧期貨經紀有 限公司 (Jiliang Futures Brokerage Co., Ltd.), the general manager of asset management department of 吉林省投資集團有限公司 (Jilin Province Investment Group Co., Ltd.), the deputy general manager of 吉林經濟合作開發投資有限公司 (Jilin Economic Cooperation Development Investment Co., Ltd.), and the chairman of 吉林省大米股份有限公司 (Jilin Rice Co., Ltd.). Mr. Zhang attained a Master’s degree in business management from School of Management of Jilin University in 2005. Mr. Zhang was appointed as an executive director of Global Bio-chem Technology Group Company Limited (“ Global Bio-chem ”), a controlling shareholder of the Company whose shares are listed on the main board of The Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”) (stock code: 00809), on 23 March 2017.

As at the date of this announcement, Mr. Zhang did not have any interest in the shares or underlying shares in the Company or its associated corporations within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) (the “ SFO ”). As at the date of this announcement, Mr. Zhang is an executive director of the Company and Global Bio-chem. Save as disclosed, Mr. Zhang had not held any directorship in other listed public companies in Hong Kong or overseas or any other major appointments and qualifications as at the date of this announcement. Save as disclosed above, Mr. Zhang is not related to any Directors, senior management or substantial or controlling shareholders of the Company.

Mr. Zhang has entered into a service contract with the Company for an initial term of three years commencing from 23 March 2017, 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 service contract, Mr. Zhang is not entitled to any basic salary nor any management bonus in respect of each financial year of the Company.

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RESIGNATIONS OF INDEPENDENT NON-EXECUTIVE DIRECTORS

The Board of Directors of the Company further announces that Mr. Ho Lic Ki (“ Mr. Ho ”) and Mr. Yuen Tsz Chun (“ Mr. Yuen ”) have tendered their resignations as independent non-executive Directors of the Company with effect from 31 December 2018. Each of Mr. Ho and Mr. Yuen advised the Board that their resignations were due to their intention to focus on their respective personal affairs and business commitments and has confirmed that they have no disagreement with the Board and there are no other matters relating to their resignations that need to be brought to the attention of the shareholders of the Company.

Following the resignation of Mr. Ho, Mr. Ho will cease to be the chairman of the Remuneration Committee, member of the audit committee of the Company (the “ Audit Committee ”), member of the Nomination Committee, member of the Corporate Governance Committee and member of the continuing connected transactions supervisory committee of the Company (the “ CCT Supervisory Committee ”).

Following the resignation of Mr. Yuen, Mr. Yuen will cease to be the chairman of the Audit Committee, the chairman of the Corporate Governance Committee and the chairman of the CCT Supervisory Committee.

APPOINTMENTS OF INDEPENDENT NON-EXECUTIVE DIRECTORS

The Board is pleased to announce that Mr. Fong Wai Ho (“ Mr. Fong ”) and Mr. Wang Wenquan (“ Mr. Wang ”) have been appointed as independent non-executive Directors with effect from 31 December 2018.

Mr. Fong Wai Ho

Mr. Fong, aged 38, obtained a bachelor’s degree in business administration (honours) in accountancy and management information systems from the City University of Hong Kong in November 2004. Mr. Fong has over 14 years of experience in the field of auditing and business consulting. Mr. Fong worked at Mazars CPA Limited with his last position there as audit manager and served clients ranging from small and medium enterprises (“ SMEs ”) to listed companies. Mr. Fong is the founder and practitioner of UBC & Co., Certified Public Accountants from March 2013 to present. Mr. Fong has also been the practising director of Andes Glacier CPA Limited since March 2017. Mr. Fong has served a wide range of clients from SMEs to international companies operating in different industries such as retail, manufacturing, trading, distribution, gold mining, property investment and financial services. Mr. Fong obtained his qualification from Hong Kong Institute of Certified Public Accountants in 2010 and has become a practising Certified Public Accountant in Hong Kong since 2013, a member of the Association of Chartered Certified Accountants since 2015, a fellow of the Hong Kong Institute of Certified Public Accountants since 2017 and a member of the Chartered Professional Accountants of British Columbia and Chartered Professional Accountants of Canada, respectively, since 2018.

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As at the date of this announcement, Mr. Fong did not have any interest in the shares or underlying shares in the Company within the meaning of Part XV of the SFO.

Mr. Fong is currently an independent non-executive director of Perennial Energy Holdings Limited (stock code: 02798), the shares of which are listed on the Stock Exchange. Save as disclosed above, during the three years immediately before his appointment, Mr. Fong had not held any directorship in other listed public companies in Hong Kong or overseas or any other major appointments and qualifications. Mr. Fong is not related to any Directors, senior management or substantial or controlling shareholders of the Company.

Mr. Fong has entered into an appointment letter with the Company for an initial term of two years commencing from 31 December 2018, 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. Fong shall be paid an annual director’s fee of HK$240,000. 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. Fong as an independent non-executive Director that needs to be brought to the attention of the shareholders 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.

Mr. Wang Wenquan

Mr. Wang, aged 39, obtained a bachelor’s degree in law and a master’s degree in civil and commercial law from Nankai University in the People’s Republic of China (the “ PRC ”) in July 2003 and July 2006, respectively. Mr. Wang was qualified as a lawyer in the PRC in October 2008. From August 2006 to November 2013, Mr. Wang worked at Jun Ze Jun Law Offices, a PRC law firm, as a lawyer in the investment banking department. Since November 2013, Mr. Wang has been a partner at the Beijing headquarters of Dentons, a global law firm, focusing his practice on initial public offerings, secondary fundraising by listed companies, mergers and acquisitions, private equity investment funds and debt financing in the PRC. Mr. Wang obtained his licenses as a securities practitioner and as a fund practitioner in the PRC in December 2006 and April 2017, respectively.

As at the date of this announcement, Mr. Wang 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. Wang had not held any directorship in other listed public companies in Hong Kong or overseas or any other major appointments and qualifications. Mr. Wang is not related to any Directors, senior management or substantial or controlling shareholders of the Company.

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Mr. Wang has entered into an appointment letter with the Company for an initial term of two years commencing from 31 December 2018, 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. Wang shall be paid an annual director’s fee of RMB120,000. 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. Wang as an independent non-executive Director that needs to be brought to the attention of the shareholders 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.

CHANGE OF COMPOSITION OF THE AUDIT COMMITTEE, REMUNERATION COMMITTEE, NOMINATION COMMITTEE, CORPORATE GOVERNANCE COMMITTEE AND CCT SUPERVISORY COMMITTEE

The Board further announces that following the change of Directors as announced above, the composition of the Audit Committee, Remuneration Committee, Nomination Committee, Corporate Governance Committee and CCT Supervisory Committee has been changed as follows with effect from 31 December 2018:

• Mr. Kong has ceased to be the chairman of the Nomination Committee, member of the Remuneration Committee, member of the Corporate Governance Committee, and Mr. Zhang has been appointed as the chairman of the Nomination Committee, member of the Remuneration Committee and member of the Corporate Governance Committee;

• Mr. Ho has ceased to be the chairman of the Remuneration Committee, and Mr. Wang has been appointed as the chairman of the Remuneration Committee;

• Mr. Ho has ceased to be a member of each of the Audit Committee, Nomination Committee, Corporate Governance Committee and CCT Supervisory Committee, and Mr. Wang has been appointed as a member of each of the Audit Committee, Nomination Committee, Corporate Governance Committee and CCT Supervisory Committee; and

• Mr. Yuen has ceased to be the chairman of each of the Audit Committee, Corporate Governance Committee and CCT Supervisory Committee and Mr. Fong has been appointed as the chairman of each of the Audit Committee, Corporate Governance Committee and CCT Supervisory Committee.

The Board would like to express its gratitude to Mr. Ho and Mr. Yuen for their valuable contributions to the Company during their respective tenure of service. The Board would also like to take this opportunity to express its warmest welcome to Mr. Fong and Mr. Wang.

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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 Zhang Zihua Acting Chairman

Hong Kong, 31 December 2018

As at the date of this announcement, the Board comprises one executive Director, namely, Mr. Zhang Zihua; and three independent non-executive Directors, namely, Mr. Fong Wai Ho, Mr. Lo Kwing Yu and Mr. Wang Wenquan.

• for identification purpose only

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