Global Corn Group Limited — Proxy Solicitation & Information Statement 2016

Jan 27, 2016

THIS SUPPLEMENTAL CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in doubt as to any aspect of this supplemental circular or as to the action to be taken, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Global Sweeteners Holdings Limited, you should at once hand this supplemental circular and the accompanying form of proxy to the purchaser or transferee or to the bank, licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser or the transferee.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this supplemental circular, 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 supplemental circular.

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)

SUPPLEMENTAL CIRCULAR TO THE CIRCULAR TO SHAREHOLDERS DATED 19 JANUARY 2016 AND SUPPLEMENTAL NOTICE OF EXTRAORDINARY GENERAL MEETING

This supplemental circular should be read together with the circular of the Company dated 19 January 2016. A supplemental notice of the EGM is set out on pages 9 to 10 of this supplemental circular. The EGM will be re-scheduled to be held at Room 1, United Conference Centre, 10/F, United Centre, 95 Queensway, Admiralty, Hong Kong on Tuesday, 16 February 2016 at 10:00 a.m..

Whether or not you intend to attend the EGM in person, you are requested to complete and return the accompanying second form of proxy in accordance with the instructions printed thereon to the Company’s branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong as soon as possible and in any event no later than 48 hours before the time of the EGM or any adjournment thereof. Completion and return of the second form of proxy will not preclude you from attending and voting in person at the EGM or any adjournment thereof should you wish.

27 January 2016

• for identification purposes only

CONTENTS

	Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Re-election of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Supplemental Notice of EGM. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Second Form of Proxy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Voting at the EGM. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Appendix — Details of the Directors proposed
to be re-elected at the EGM. . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Supplemental Notice of EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9

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DEFINITIONS

In this supplemental circular, unless the context otherwise requires, the following expressions have the following meanings:

• “Articles” the Articles of Association of the Company

• “Board”

the board of Directors

• “Circular”

• the circular issued by the Company to the Shareholders dated 19 January 2016

• “Company” Global Sweeteners Holdings Limited, a company incorporated in the Cayman Islands with limited liability, the Shares of which are listed on the Stock Exchange

• “Director(s)” the director(s) of the Company

• “EGM”

• the extraordinary general meeting of the Company to be rescheduled to be held at Room 1, United Conference Centre, 10/F, United Centre, 95 Queensway, Admiralty, Hong Kong on Tuesday, 16 February 2016 at 10:00 a.m. or any adjournment thereof

• “First Form of Proxy” the form of proxy accompanying the Circular

• “GBT” Global Bio-chem Technology Group Company Limited, a company incorporated in the Cayman Islands with limited liability, the controlling shareholder of the Company and the shares of which are listed on the Stock Exchange (stock code: 00809)

• “Group” the Company and its subsidiaries

• “HK$”

• Hong Kong dollars, the lawful currency of Hong Kong

• “Hong Kong”

• the Hong Kong Special Administrative Region of the People’s Republic of China

• “Jiaotou”

• 吉林省交通投資集團有限公司 (Jilin Province Communication Investment Group Co., Ltd.*), a limited liability company incorporated in the People’s Republic of China, being the controlling shareholder of GBT and the holder of the convertible bonds issued by GBT

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DEFINITIONS

• “Latest Practicable Date” 25 January 2016, being the latest practicable date prior to the printing of this supplemental circular for the purpose of ascertaining certain information for inclusion in this supplemental circular

• “Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange

• “Notice of EGM” the notice convening the EGM, as set out on pages 6 to 7 of the Circular

• “Second Form of Proxy” the form of proxy accompanying this supplemental circular “SFO” Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) as amended from time to time

• “Share(s)” ordinary share(s) of HK$0.10 each in the share capital of the Company

• “Shareholder(s)” holder(s) of the Shares “Stock Exchange” The Stock Exchange of Hong Kong Limited “Supplemental Notice the notice convening the EGM, as set out on pages 9 to 10 of EGM” of this supplemental circular

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LETTER FROM THE BOARD

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)

Executive Directors: Mr. Wang Jian Mr. Kong Zhanpeng

Non-executive Directors: Mr. Fu Qiang Ms. Zhang Yaohui

Independent non-executive Directors: Mr. Ho Lic Ki Mr. Lo Kwing Yu

Registered office: Cricket Square Hutchins Drive P.O. Box 2681 Grand Cayman KY1-1111 Cayman Islands

Head office and principal place of business in Hong Kong: Unit 1104 Admiralty Centre Tower I 18 Harcourt Road Hong Kong

27 January 2016

To the Shareholders

Dear Sir/Madam

SUPPLEMENTAL CIRCULAR TO THE CIRCULAR TO SHAREHOLDERS DATED 19 JANUARY 2016 AND SUPPLEMENTAL NOTICE OF EXTRAORDINARY GENERAL MEETING

INTRODUCTION

This supplemental circular should be read together with the Circular. The purpose of this supplemental circular is to provide you with the information in relation to the additional resolutions to be proposed at the EGM relating to the re-election of Directors and to give you supplemental notice of the EGM.

• for identification purposes only

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LETTER FROM THE BOARD

RE-ELECTION OF DIRECTORS

Pursuant to article 112 of the Articles, any Director appointed by the Board to fill a casual vacancy shall hold office until the next following general meeting of the Company and shall then be eligible for re-election at the meeting. By virtue of article 112 of the Articles, Mr. Wang Jian, Mr. Fu Qiang and Ms. Zhang Yaohui being eligible, will offer themselves for re-election as Directors at the EGM.

Biographical information of Mr. Wang Jian, Mr. Fu Qiang and Ms. Zhang Yaohui is set out in the Appendix to this supplemental circular.

SUPPLEMENTAL NOTICE OF EGM

Given that the Notice of EGM and the First Form of Proxy do not contain the proposed resolutions for the re-election of Mr. Wang Jian as executive Director, and Mr. Fu Qiang and Ms. Zhang Yaohui as non-executive Directors, the Supplemental Notice of EGM has been set out on pages 9 to 10 of this supplemental circular, and the Second Form of Proxy has been prepared and is enclosed with this supplemental circular. Both of the Supplemental Notice of EGM and the Second Form of Proxy are also published on the respective websites of the Stock Exchange and the Company and contain the proposed resolutions for the re-election of Mr. Wang Jian as executive Director, and Mr. Fu Qiang and Ms. Zhang Yaohui as non-executive Directors.

SECOND FORM OF PROXY

Whether or not you intend to attend the EGM in person, you are requested to complete and return the accompanying Second Form of Proxy in accordance with the instructions printed thereon to the Company’s branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong as soon as possible and in any event no later than 48 hours before the time of the EGM or any adjournment thereof. Completion and return of the Second Form of Proxy will not preclude you from attending and voting in person at the EGM or any adjournment thereof should you wish.

A Shareholder who has not yet lodged the First Form of Proxy with the Company’s branch share registrar and transfer office in Hong Kong is requested to lodge the Second Form of Proxy if he/she wishes to appoint proxy(ies) to attend the EGM on his/her behalf. In this case, the First Form of Proxy should not be lodged with the Company’s branch share registrar and transfer office in Hong Kong.

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LETTER FROM THE BOARD

A Shareholder who has already lodged the First Form of Proxy with the Company’s branch share registrar and transfer office in Hong Kong should note that:

• (a) If no Second Form of Proxy is lodged with the Company’s branch share registrar and transfer office in Hong Kong, the First Form of Proxy will be treated as a valid proxy form lodged by him/her/it if correctly completed. The proxy so appointed by the Shareholder will be entitled to vote at his/her discretion or to abstain from voting on any resolution(s) properly put to the EGM other than those referred to in the Notice of EGM and the First Form of Proxy.

• (b) If the Second Form of Proxy is lodged with the Company’s branch share registrar and transfer office in Hong Kong before the deadline set out in the Supplemental Notice of EGM, the Second Form of Proxy will revoke and supersede the First Form of Proxy previously lodged by him/her/it. The Second Form of Proxy will be treated as a valid proxy form lodged by the Shareholder if correctly completed.

• (c) If the Second Form of Proxy is lodged with the Company’s branch share registrar and transfer office in Hong Kong after the deadline set out in the Supplemental Notice of EGM, the Second Form of Proxy will be invalid. However, it will revoke the First Form of Proxy previously lodged by the Shareholder, and any vote that may be cast by the purported proxy (whether appointed under the First Form of Proxy or the Second Form of Proxy) will not be counted in any poll which will be taken on a proposed resolutions. Accordingly, Shareholders are advised not to lodge the Second Form of Proxy after the deadline set out in the Supplemental Notice of EGM. If such Shareholders wish to vote at the EGM, they will have to attend in person and vote at the EGM themselves.

Shareholders are reminded that completion and delivery of the First Form of Proxy and/ or the Second Form of Proxy will not preclude Shareholders from attending and voting in person at the EGM or any adjournment thereof should they so wish. In such event, the instrument appointing a proxy shall be deemed revoked.

VOTING AT THE EGM

Pursuant to Rule 13.39(4) of the Listing Rules, all votes of the Shareholders at a general meeting must be taken by poll except where the chairman of the meeting, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands. An announcement on the results of the poll will be published by the Company after the EGM on the respective websites of the Stock Exchange and the Company.

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LETTER FROM THE BOARD

RECOMMENDATION

The Directors consider that the resolutions to be proposed at the EGM are in the best interests of the Company and the Shareholders and so recommend that you vote in favour of such resolutions to be proposed at the EGM.

MISCELLANEOUS

This supplemental circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief, the information contained in this supplemental circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this supplemental circular misleading.

The English text of this supplemental circular shall prevail over the Chinese text for the purpose of interpretation.

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

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DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED AT THE EGM

APPENDIX

The following sets out the biographical information of the Directors eligible for re-election at the EGM:

EXECUTIVE DIRECTOR

Mr. Wang Jian

Mr. Wang Jian, aged 41, is an executive Director, chairman and chief executive officer of the Group, and director of various subsidiaries of the Company. He is the deputy general manager of Jiaotou. Mr. Wang had held various positions in Jilin Province Communication Investment and Development Company（吉林省交通投資開發公司）from 1996 to 2012, including as the deputy head of the Corporate Planning Department, deputy director of the General Office, deputy director of the Office of the Party Committee and head of Asset Operation Department. Mr. Wang holds a Bachelor degree in economics from Jilin University. Mr. Wang is also an executive director of GBT.

As at the Latest Practicable Date, Mr. Wang 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 SFO. Save as disclosed, Mr. Wang had not held any directorship in other listed public companies in Hong Kong or overseas during the three years immediately before the Latest Practicable Date. Save as disclosed above, Mr. Wang is not related to any Directors, senior management or substantial or controlling Shareholders of the Company.

Mr. Wang has entered into a service contract with the Company for an initial term of three years commencing from 15 October 2015, which shall be renewable automatically for successive terms of one year unless terminated by at least three months’ written notice served by either party at any time during the then existing term. Under the service contract, Mr. Wang is not entitled to any basic salary nor any management bonus in respect of each financial year of the Company.

NON-EXECUTIVE DIRECTORS

Mr. Fu Qiang

Mr. Fu Qiang, aged 58, is a non-executive Director of the Company. He is also the general manager and deputy secretary of the Party Committee of Jiaotou. Mr. Fu had held various positions in Jilin Province Communication Investment and Development Company（吉林 省交通投資開發公司）from 2000 to 2011, such as deputy general manager and general manager. Mr. Fu graduated from Party School of the Central Committee of CPC, majoring in economics. Mr. Fu received a senior accountant certificate in 2000 issued by the Jilin Province Department of Finance.

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DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED AT THE EGM

APPENDIX

As at the Latest Practicable Date, Mr. Fu 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 SFO. Mr. Fu had not held any directorship in other listed public companies in Hong Kong or overseas during the three years immediately before the Latest Practicable Date. Save as disclosed above, Mr. Fu is not related to any Directors, senior management or substantial or controlling shareholders of the Company.

Mr. Fu has entered into an appointment letter with the Company for an initial term of three years commencing from 15 October 2015, which shall be renewable automatically for successive terms of one year unless terminated by at least three months’ written notice served by either party at any time during the then existing term. Under the appointment letter, Mr. Fu is not entitled to any basic salary nor any management bonus in respect of each financial year of the Company.

Ms. Zhang Yaohui

Ms. Zhang Yaohui, aged 43, is a non-executive Director of the Company. She is also the head of Asset Operation Department of Jiaotou. From 1995 to 2011, Ms. Zhang was the treasurer of Jilin Province Communication Investment and Development Company（吉 林省交通投資開發公司）. Ms. Zhang graduated from the Central Radio and Television University majoring in accounting. Ms. Zhang received an intermediate accountant certificate in 2004 issued by the People’s Republic of China Ministry of Finance.

As at the Latest Practicable Date, Ms. 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 SFO. Ms. Zhang had not held any directorship in other listed public companies in Hong Kong or overseas during the three years immediately before the Latest Practicable Date. Save as disclosed above, Ms. Zhang is not related to any Directors, senior management or substantial or controlling shareholders of the Company.

Ms. Zhang has entered into an appointment letter with the Company for an initial term of three years commencing from 15 October 2015, which shall be renewable automatically for successive terms of one year unless terminated by at least three months’ written notice served by either party at any time during the then existing term. Under the appointment letter, Ms. Zhang is not entitled to any basic salary nor any management bonus in respect of each financial year of the Company.

GENERAL

There are no other matters concerning any of the above Directors that need to be brought to the attention of the Shareholders in relation to their re-election as Directors and there is no other information which is discloseable pursuant to any of the requirements set out in Rule 13.51(2) of the Listing Rules.

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SUPPLEMENTAL NOTICE OF EGM

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)

Please refer to the notice (“ Notice ”) of the extraordinary general meeting (“ EGM ”) of Global Sweeteners Holdings Limited (the “ Company ”) dated 19 January 2016 which sets out, among others, the resolutions to be presented at the EGM for the consideration and approval of shareholders of the Company.

Due to the matters as set out in the supplemental circular (the “ Supplemental Circular ”) of the Company dated 27 January 2016, SUPPLEMENTAL NOTICE IS HEREBY GIVEN that the EGM of the Company will be re-scheduled to be held at Room 1, United Conference Centre, 10/F, United Centre, 95 Queensway, Admiralty, Hong Kong on Tuesday, 16 February 2016 at 10:00 a.m. for the purpose of considering, and if thought fit, passing the resolutions contained in the Notice and the following additional resolutions to be added immediately after the resolution numbered 2 as stated in the Notice:

ORDINARY RESOLUTIONS

1. “ THAT , each as a separate resolution:

2. (a) Mr. Wang Jian be and is hereby re-elected as an executive director of the Company;

3. (b) Mr. Fu Qiang be and is hereby re-elected as a non-executive director of the Company;

4. (c) Ms. Zhang Yaohui be and is hereby re-elected as a non-executive director of the Company; and

5. (d) the board of directors of the Company be and is hereby authorised to fix directors’ remuneration.”

• for identification purposes only

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SUPPLEMENTAL NOTICE OF EGM

Save as set out above, all resolutions contained in the Notice of EGM shall remain to have full force and effect.

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

Hong Kong, 27 January 2016

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

Notes:

1. The second form of proxy (the “ Second Form of Proxy ”) is enclosed with the Supplemental Circular. The form of proxy despatched together with the circular of the Company dated 19 January 2016 is superseded by the Second Form of Proxy. Please refer to the Supplemental Circular for special arrangements about completion and submission of the Second Form of Proxy.

2. 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.

3. To be valid, the Second 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.

4. The register of members of the Company will be closed from 15 February 2016 to 16 February 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 3 above no later than 4:30 p.m. on 12 February 2016 for registration.

5. As at the date of supplemental notice, the board of directors of the Company 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 two independent non-executive directors, namely, Mr. Ho Lic Ki and Mr. Lo Kwing Yu.

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