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Global Corn Group Limited — Proxy Solicitation & Information Statement 2017
Aug 21, 2017
50915_rns_2017-08-21_88d170ad-fe5b-426a-9bdf-0ad2d634be38.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 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 at Room 1, United Conference Centre, 10/F., United Centre, 95 Queensway, Admiralty, Hong Kong at 10:30 a.m on Monday, 11 September 2017 for the purposes of considering and, if though fit, passing the following resolution as ordinary resolution of the Company:
ORDINARY RESOLUTION
“ THAT the sale and purchase agreement (the “ S&P Agreement ”) dated 21 July 2017 (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 entered into between Global Sweeteners (China) Limited, Global Starch (Changchun) Investments Limited and Global Sorbitol (H.K.) Company Limited as vendors and Global Corn Chemical Investments Limited as purchaser in relation to the disposal of the entire equity interest in 長春帝豪結晶糖開發實業有限公司 (Changchun Dihao Crystal Sugar Industry Development Co., Ltd.) and 長春帝豪食品發展有限公司 (Changchun Dihao Foodstuff Development Co., Ltd.) and the transactions contemplated thereby (including without limitation the execution of a waiver by the Company to Global Bio-chem Technology Group Company Limited and Global Corn Bio-chem Technology Company Limited in respect of the non-compete undertaking given thereby dated 3 September 2007) 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 S&P Agreement or the transactions contemplated thereby.”
By order of the Board of Global Sweeteners Holdings Limited Kong Zhanpeng Chairman
Hong Kong, 21 August 2017
- for identification purpose only
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Registered office: Head office and principal place of business Cricket Square 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:
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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 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 (i.e. at or before 10:30 a.m. on Saturday, 9 September 2017 (Hong Kong time)) 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.
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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 6 September 2017 to 11 September 2017, 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 5 September 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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