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Global Corn Group Limited — Proxy Solicitation & Information Statement 2014
Jan 29, 2014
50915_rns_2014-01-29_377f118d-ef4c-47f9-b7c9-5fc6d6707963.pdf
Proxy Solicitation & Information Statement
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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 disclaims 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)
NOTICE OF EXTRAORDINARY GENERAL MEETING
NOTICE IS HEREBY GIVEN that the extraordinary general meeting of Global Sweeteners Holdings Limited (“ Company ”, and together with its subsidiaries, the “ Group ”) will be held at Rooms 3&4, 10/F, United Conference Centre, United Centre, 95 Queensway, Admiralty, Hong Kong at 10:30 a.m. on Monday, 3 March 2014 to consider, if though fit, passing the following resolutions as ordinary resolutions of the Company:
ORDINARY RESOLUTIONS
- “ THAT the master sales agreement in relation to the sale of corn starch and by-products that are produced during the course of production of corn starch (“ Corn Starch and By-products Master Sales Agreement ”) to Global Bio-chem Technology Group Company Limited and its subsidiaries to be entered into between Changchun Dihao Foodstuff Development Co., Ltd. and Changchun Baocheng Bio-chem Development Co., Ltd. (a copy of which has been produced to the meeting marked “ A ” and signed by the chairman of the meeting for the purpose of identification), the transactions contemplated thereby and the expected annual caps of HK$494 million and HK$616 million for each of the two years ending 31 December 2015, respectively, in respect of the transactions contemplated under the Corn Starch and By-products Master Sales Agreement be and are hereby approved and that the directors of the Company be and are hereby authorised to take any action and sign any document (under seal, if necessary) that are ancillary to the transactions contemplated thereby and are of administrative nature as they consider necessary, desirable or expedient in connection with the Corn Starch and By-products Master Sales Agreement or the transactions contemplated thereby.”
- for identification purposes only
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- “ THAT the sales of corn oil by the Company and its subsidiaries to Global Bio-chem Technology Group Company Limited and its subsidiaries during the year ended 31 December 2013 be and are hereby approved, confirmed and ratified, and that the directors of the Company be and are hereby authorised to take any action and sign any document (under seal, if necessary) as they consider necessary, desirable or expedient in connection therewith.”
By order of the Board of Global Sweeteners Holdings Limited Kong Zhanpeng Chairman
Hong Kong, 29 January 2014
Registered office: Cricket Square Hutchins Drive PO Box 2681 Grand Cayman KY1-1111 Cayman Islands
Head office and principal place of business in Hong Kong: Unit 2403, Admiralty Centre Tower II No. 18 Harcourt Road Hong Kong
Notes:
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A member of the Company entitled to attend and vote at the meeting above is entitled to appoint in written form one or, if he is the holder of two or more shares (“ Shares ”) of the Company, more proxies to attend and vote instead of him. A proxy need not be a member of the Company.
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In the case of joint holders of Shares, any one of such joint holders may vote, either in person or by proxy, in respect of such Share as if he/she were solely entitled thereto, but if more than one of such joint holders are present at the above meeting, personally or by proxy, that one of the said persons so present whose name stands first in the register in respect of such share shall alone be entitled to vote in respect thereof.
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In order to be valid, the form of proxy must be in writing under the hand of the appointor or of his attorney duly authorised in writing, or if the appointor is a corporation, either under seal, or under the hand of an officer or attorney duly authorised, and must be deposited with the Hong Kong branch share registrar and transfer office (“ Branch Registrar ”) of the Company, Tricor Investor Services Limited at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong (together with the power of attorney or other authority, if any, under which it is signed or a notarially certified copy thereof) not less than 48 hours before the time fixed for holding of the meeting or any adjournment thereof.
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Delivery of an instrument appointing a proxy should not preclude a member from attending and voting in person at the above meeting or any adjournment thereof and in such event, the instrument appointing a proxy shall be deemed to be revoked.
As at the date of this notice, the Board comprises three executive Directors, namely, Mr. Kong Zhanpeng, Mr. Zhang Fazheng and Mr. Lee Chi Yung and three independent non-executive Directors, namely Mr. Chan Yuk Tong, Mr. Gao Yunchun and Mr. Ho Lic Ki.
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