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Global Corn Group Limited Interim / Quarterly Report 2017

Aug 22, 2017

50915_rns_2017-08-22_662c327d-1c86-4125-befd-86a8a70bdbe6.pdf

Interim / Quarterly Report

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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)

CONTINUING CONNECTED TRANSACTIONS QUARTERLY REPORT FOR THE PERIOD FROM 1 APRIL 2017 TO 30 JUNE 2017

As disclosed in the Prospectus, the Board has established, among others, (i) the CCT Executive Committee, responsible for monitoring, reviewing and managing the continuing connected transactions between the Group and the GBT Group; and (ii) the CCT Supervisory Committee responsible for supervising the CCT Executive Committee.

As disclosed in the Prospectus, the Company will publish details of the findings of the CCT Supervisory Committee’s review of the CCT Quarterly Report as soon as practicable after the Board’s review of such findings by way of announcement(s).

On 22 August 2017, a meeting was held by the CCT Supervisory Committee to review the CCT Quarterly Report submitted by the CCT Executive Committee in respect of the Proposed Purchase and Consignment Sale and the Utility Services rendered during the Reviewed Period. As reported by the CCT Supervisory Committee to the Board, (i) the Proposed Purchase and Consignment Sale conducted during the Reviewed Period was in line with the Prescribed Guidelines; (ii) the fees charged by the GBT Group in respect of its provision of Utility Services during the Reviewed Period had been charged in accordance with the Utilities Master Supply Agreement; and (iii) there was no other matter that needs to be brought to the attention of the shareholders of the Company in relation to the Proposed Purchase and Consignment Sale and the Utility Services rendered during the Reviewed Period.

* for identification purpose only

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Reference is made to the prospectus issued by Global Sweeteners Holdings Limited (the “ Company ” and together with its subsidiaries, the “ Group ”) dated 10 September 2007 (the “ Prospectus ”) and the circular of the Company dated 21 March 2016.

As disclosed in the Prospectus, the board (the “ Board ”) of directors (the “ Director(s) ”) of the Company has established, among others, (i) an independent management team (the “ CCT Executive Committee ”), currently comprising Mr. Wang Hongshan and Mr. Wen Gang, both being members of the senior management of the Group, to monitor, review and manage the continuing connected transactions between the Group and the group companies of Global Bio-chem Technology Group Company Limited (other than the Group) (the “ GBT Group ”), a controlling shareholder of the Company; and (ii) a committee (the “ CCT Supervisory Committee ”) comprising the independent non-executive Directors to supervise the CCT Executive Committee.

The main responsibilities of the CCT Supervisory Committee, among others, are:

  • to devise and revise the detailed rules and guidelines (“ Prescribed Guidelines ”) from time to time for the CCT Executive Committee to follow in order to ensure that the continuing connected transactions (“ Non-exempt CCTs ”) with the GBT Group that are not qualified for exemptions or waivers from all or some of the shareholders’ approval, annual review and/or all disclosure requirements under Chapter 14A of the Rules (the “ Listing Rules ”) Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, will be entered into in accordance with the agreements entered into between the Group and the GBT Group, on normal commercial terms and on terms that are fair and reasonable and in the interests of the shareholders of the Company as a whole. The latest Prescribed Guidelines in respect of, among others, the purchase of corn starch from the GBT Group by the Group, and the distribution of lysine and other products of the GBT Group by the Group were adopted by the Board on 26 February 2016, which include procedures to be taken by the CCT Executive Committee before the Group may enter into the relevant actual purchase orders for corn starch, lysine or other products from the GBT Group (the “ Proposed Purchase and Consignment Sale ”). Details of the Proposed Purchase and Consignment Sale had been set out in the circular of the Company dated 21 March 2016;

  • to review, on a quarterly basis, the quarterly reports (the “ CCT Quarterly Report ”) submitted by the CCT Executive Committee in relation to the execution of the Proposed Purchase and Consignment Sale as to whether the relevant transactions have been proceeded with in accordance with the Prescribed Guidelines;

  • in respect of the provision of utility services (the “ Utility Services ”) by the GBT Group to the Group, details of which had been disclosed in the circular of the Company dated 21 March 2016, to review the CCT Quarterly Report submitted by the CCT Executive Committee in relation to how the fees have been charged by the GBT Group during the previous quarter, with

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evidence and detailed calculations as to the amount of costs and expenses actually incurred by the GBT Group, and to recommend the Board to take action in recovering the excessive fees charged by the GBT Group (if any); and

  • to report its findings during its review of the CCT Quarterly Report to the Board and to give recommendations to the Board to ensure that the transactions to be entered into between the Group and the GBT Group are in the interests of the Group and the shareholders of the Company as a whole.

As disclosed in the Prospectus, the Company will publish details of the findings of the CCT Supervisory Committee’s review of the CCT Quarterly Report as soon as practicable after the Board’s review of such findings by way of announcement(s).

On 22 August 2017, a meeting was held by the CCT Supervisory Committee to review the CCT Quarterly Report submitted by the CCT Executive Committee in respect of the Proposed Purchase and Consignment Sale and the Utility Services rendered for the period from 1 April 2017 to 30 June 2017 (the “ Reviewed Period ”). As reported by the CCT Supervisory Committee to the Board, (i) the Proposed Purchase and Consignment Sale conducted during the Reviewed Period was in line with the Prescribed Guidelines; (ii) the fees charged by the GBT Group in respect of its provision of Utility Services during the Reviewed Period had been charged in accordance with the utility master supply agreement dated 8 April 2016 (the “ Utilities Master Supply Agreement ”) entered into between the Group and the GBT Group governing the provision of the Utility Services by the GBT Group; and (iii) there was no other matter that needs to be brought to the attention of the shareholders of the Company in relation to the Proposed Purchase and Consignment Sale and the Utility Services rendered during the Reviewed Period.

By order of the Board

Global Sweeteners Holdings Limited Lee Chi Yung Company Secretary

Hong Kong, 22 August 2017

As at the date of this announcement, the Board comprises two executive Directors, namely, Mr. Kong Zhanpeng and Mr. Zhang Zihua; and three independent non-executive Directors, namely, Mr. Ho Lic Ki, Mr. Lo Kwing Yu and Mr. Yuen Tsz Chun.

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