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Global Corn Group Limited — Proxy Solicitation & Information Statement 2016
Mar 21, 2016
50915_rns_2016-03-21_9901c7a6-2b4c-4c24-8004-9df4261af428.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 notice, 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 notice.
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 Room 1, United Conference Centre, 10/F., United Centre, 95 Queensway, Admiralty, Hong Kong at 10:30 a.m. on Friday, 8 April 2016 to consider, if though fit, passing the following resolutions as ordinary resolutions of the Company:
ORDINARY RESOLUTIONS
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“ THAT the master agreement (“ New Corn Starch Master Purchase Agreement ”) in relation to the purchase of corn starch by the Group from Global Bio-chem Technology Group Company Limited (“ GBT ”) and its subsidiaries (the “ GBT Group ”) to be entered into between the Company and GBT (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$716.1 million, HK$870.7 million and HK$1,038.9 million for each of the three years ending 31 December 2018, respectively, in respect of the transactions contemplated under the New Corn Starch Master Purchase 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) as they consider necessary, desirable or expedient in connection with the New Corn Starch Master Purchase Agreement or the transactions contemplated thereby.”
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“ THAT the master agreement in relation to the supply of electricity, water and steam and provision of wastewater treatment services by the GBT Group to the Group (“ New Utilities Master Supply Agreement ”) to be entered into between the Company and GBT (a copy of which has been produced to the meeting marked “ B ” and signed by the chairman of the meeting
- for identification purposes only
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for the purpose of identification), the transactions contemplated thereby and the expected annual caps of HK$44.6 million, HK$48.6 million and HK$60.5 million for each of the three years ending 31 December 2018, respectively, in respect of the transactions contemplated under the New Utilities Master Supply 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) as they consider necessary, desirable or expedient in connection with the New Utilities Master Supply Agreement or the transactions contemplated thereby.”
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“ THAT the master agreement in relation to the appointment of the Group as the distributor of the GBT Group for the distribution of its lysine and other corn-refined products of the GBT Group from time to time such as corn starch, gluten meal, feed, modified starch, fibre and corn oil (“ Master Sales Agreement ”) to be entered into between the Company and GBT (a copy of which has been produced to the meeting marked “ C ” and signed by the chairman of the meeting for the purpose of identification), the transactions contemplated thereby and the expected annual caps of HK$118.5 million, HK$222.5 million and HK$336.0 million for each of the three years ending 31 December 2018, respectively, in respect of the transactions contemplated under the 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) as they consider necessary, desirable or expedient in connection with the Master Sales Agreement or the transactions contemplated thereby.”
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“ THAT , each as a separate resolution:
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(a) Mr. Yuen Tsz Chun be and is hereby re-elected as an independent non-executive director of the Company; and
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(b) the board of directors of the Company be and is hereby authorised to fix the director’s remuneration.”
By order of the Board of
Global Sweeteners Holdings Limited
Wang Jian
Chairman
Hong Kong, 21 March 2016
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Registered office: Head office and principal place Cricket Square of business in Hong Kong: Hutchins Drive Unit 1104 PO Box 2681 Admiralty Centre Grand Cayman KY1-1111 Tower I Cayman Islands 18 Harcourt Road Hong Kong
Notes:
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A member entitled to attend and vote at the meeting convened by the above notice is entitled to appoint one or more proxies to attend and, subject to the provisions of the articles of association of the Company, vote in his stead. A proxy need not be a member of the Company.
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To be valid, the form of proxy together with a power of attorney or other authority, if any, under which it is signed or a notarially certified copy of such power or authority must be deposited at the offices of the Company’s Hong Kong branch share registrar, Tricor Investor Services Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong no later than 48 hours before the time of the meeting or any adjournment thereof.
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The register of members of the Company will be closed from 6 April 2016 to 8 April 2016, both days inclusive, during which no transfer of shares will be effected. In order to qualify for the attendance at the EGM, all transfers of shares, accompanied by the relevant share certificates, must be lodged with the Company’s branch registrars in Hong Kong at the address stated in note 2 above no later than 4:30 p.m. on 5 April 2016 for registration.
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.
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