Skip to main content

AI assistant

Sign in to chat with this filing

The assistant answers questions, extracts KPIs, and summarises risk factors directly from the filing text.

Global Corn Group Limited Proxy Solicitation & Information Statement 2016

Jun 3, 2016

50915_rns_2016-06-03_3dd4d626-b30e-466b-9870-c93c3768dfa5.pdf

Proxy Solicitation & Information Statement

Open in viewer

Opens in your device viewer

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)

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 on 21 June 2016 at 10:30 a.m. at Admiralty Conference Centre, 1804A, 18/F., Tower 1, Admiralty Centre, 18 Harcourt Road, Admiralty, Hong Kong for the purposes of considering and, if though fit, passing the following resolutions as ordinary resolutions of the Company:

ORDINARY RESOLUTIONS

  1. THAT the property transfer agreement dated 14 April 2016 entered into between 吉林省太 陽神建築工程有限公司 (Jilin Province Taiyangshen Construction Engineering Co., Ltd.) (the “ Purchaser ”) and 長春帝豪食品發展有限公司 (Changchun Dihao Foodstuff Development Co., Ltd.) (“ Dihao Foodstuff ”) and 長春帝豪結晶糖開發實業有限公司 (Changchun Dihao Crystal Sugar Industry Development Co., Ltd.) (“ Dihao Crystal Sugar ”) in respect of the sale and purchase of (i) the three pieces of land situated at the east side of Xihuancheng Road, Lu Yuan District, Changchun, the PRC with an aggregate site area of about 225,087 sq. m., and the buildings erected thereon with an aggregate gross floor area of about 64,857 sq. m., all owned by Dihao Foodstuff; (ii) two buildings owned by Dihao Foodstuff with an aggregate gross floor area of about 11,998 sq.m., erected on a piece of land situated at the east side of Xihuancheng Road, Lu Yuan District, Changchun, the PRC owned by 長春大成特用玉米變性澱粉開發有 限公司 (Changchun Dacheng Special Corn & Modified Starch Development Co., Ltd.); and (iii) the two pieces of land situated at the east side of Xihuancheng Road, Lu Yuan District, Changchun, the PRC with an aggregate site area of about 31,667 sq. m., and the buildings erected thereon with an aggregate gross floor area of about 8,373 sq. m., all owned by Dihao Crystal Sugar, on and subject to the terms and conditions thereof (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), and the transactions contemplated thereby 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) as they consider necessary, desirable or expedient in connection therewith or the transactions contemplated thereby.”
  • for identification purposes only

— 1 —

  1. THAT the asset transfer agreement dated 14 April 2016 entered into between the Purchaser and Dihao Foodstuff and Dihao Crystal Sugar in respect of the sale and purchase of (i) the prepayments made by Dihao Foodstuff and Dihao Crystal Sugar to their respective suppliers before impairment in an aggregate amount of about RMB242.3 million; and (ii) the trade and other receivables owed to Dihao Foodstuff and Dihao Crystal Sugar by their respective customers and/or suppliers before impairment in an aggregate amount of about RMB2.7 million, on and subject to the terms and conditions thereof (a copy of which has been produced to the meeting marked “ B ” and signed by the chairman of the meeting for the purpose of identification), the transactions contemplated thereby 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) as they consider necessary, desirable or expedient in connection therewith or the transactions contemplated thereby.”

By order of the Board of Global Sweeteners Holdings Limited Wang Jian Chairman

Hong Kong, 3 June 2016

Registered office: Head office and principal place of Cricket Square business in Hong Kong: Hutchins Drive Unit 1104, Admiralty Centre PO Box 2681 Tower 1 Grand Cayman KY1-1111 18 Harcourt Road Cayman Islands Hong Kong

Notes:

  1. 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.

  2. 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.

  3. 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 Level 22, Hopewell Centre, 183 Queen’s Road East, 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.

— 2 —

  1. 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.

  2. For the purpose of determining members who are qualified for attending the above meeting, the register of members of the Company will be closed from 17 June 2016 to 21 June 2016, during which period no transfer of the Shares will be effected. In order to qualify for attending the above meeting, all transfers of Shares accompanied by the relevant share certificates must be lodged with the Branch Registrar at the above address by no later than 4:30 p.m. on 16 June 2016.

As at the date of this notice, the Board comprises two executive Directors, namely, Mr. Wang Jian and Mr. Kong Zhanpeng; two non-executive Directors, namely, Mr. Fu Qiang and Ms. Zhang Yaohui; and three independent non-executive Directors, namely, Mr. Ho Lic Ki, Mr. Lo Kwing Yu and Mr. Yuen Tsz Chun.

— 3 —