Global Corn Group Limited — Proxy Solicitation & Information Statement 2018

Jan 17, 2018

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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

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

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this 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 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)

MAJOR TRANSACTION PROVISION OF FINANCIAL ASSISTANCE TO A FORMER SUPPLIER AND NOTICE OF EGM

A notice convening the EGM to be held on Monday, 5 February 2018 at 10:30 a.m. at Room 1, United Conference Centre, 10/F, United Centre, 95 Queensway, Admiralty, Hong Kong is set out on pages 30 to 31 of this circular. A form of proxy for use at the EGM is also enclosed with this circular.

Whether or not you intend to attend the EGM, you are advised to read the notice of EGM and complete and return the enclosed form of proxy in accordance with the instructions printed thereon to the Hong Kong branch share registrar and transfer office of the Company, Tricor Investor Services Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong as soon as possible and in any event not later than 48 hours before the time appointed for the holding of the EGM (i.e. at or before 10:30 a.m. on Saturday, 3 February 2018 (Hong Kong time)) or any adjournment thereof. Completion and delivery of the form of proxy will not preclude you from attending and voting in person at the EGM should you so wish.

17 January 2018

• for identification purposes only

CONTENTS

	Page
Definitions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Appendix I – Financial Information of the Group. . . . . . . . . . . . . . . . . .	19
Appendix II – General Information. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	23
Notice of EGM. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	30

— i —

DEFINITIONS

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

• “2016 Circulars”

the circulars made by GBT and the Company dated 6 September 2016 in relation to, among others, the Previous Supplier Guarantees

• “associate(s)” has the meaning ascribed to it under the Listing Rules

• “Board”

• the board of Directors

• “BOC”

• 中國銀行股份有限公司偉峰國際支行 (Bank of China Weifeng International Branch)

• “Business Day”

• a day on which banks are generally open for business in Hong Kong and the PRC (other than a Saturday, Sunday or a public holiday or a day on which a tropical cyclone warning No. 8 or above or a “black” rainstorm warning signal is or remains hoisted in Hong Kong at any time between 9:00 a.m. and 5:00 p.m.)

• “BVI” the British Virgin Islands

• “Changchun Baocheng”

• 長春寶成生化發展有限公司 (Changchun Baocheng Bio-chem Development Co., Ltd.*), a sino-foreign enterprise established in the PRC and an indirect wholly owned subsidiary of GBT

• “Changchun Dacheng Bio-tech”

• 長春大成生物科技開發有限公司 (Changchun Dacheng Bio-tech Development Co., Ltd.*), a sino-foreign enterprise established in the PRC and an indirect wholly owned subsidiary of GBT

• “Changchun Dahe”

長春大合生物技術開發有限公司 (Changchun Dahe Bio Technology Development Co., Ltd.*), a wholly foreign owned enterprise established in the PRC and an indirect wholly owned subsidiary of GBT

• for identification purposes only

— 1 —

DEFINITIONS

• “Changchun Dihao”

• 長春帝豪食品發展有限公司 (Changchun Dihao Foodstuff Development Co., Ltd.*), a wholly foreign owned enterprise established in the PRC and an indirect wholly owned subsidiary of the Company prior to the Completion, and an indirect wholly owned subsidiary of GBT after the Completion

• “Changchun GBT”

• 長春金寶特生物化工有限公司 (Changchun GBT Bio-Chemical Co., Ltd.*), a limited liability company established in the PRC and an indirect wholly owned subsidiary of GBT

• “Dihao Crystal Sugar”

• 長春帝豪結晶糖開發實業有限公司 (Changchun Dihao Crystal Sugar Industry Development Co., Ltd.*), a wholly foreign owned enterprise established in the PRC and a wholly owned subsidiary of the Company prior to the Completion, and an indirect wholly owned subsidiary of GBT after the Completion

• “Company”

• Global Sweeteners Holdings Limited, a company incorporated in the Cayman Islands with limited liability, the shares of which are listed on the main board of the Stock Exchange (stock code: 03889)

• “Completion” completion of the Disposal

• “Dihao Guarantor”

• Changchun Dihao

• “Dihao New Supplier Guarantee”

• the guarantee to be executed by the Dihao Guarantor for the benefit of the Former Supplier

• “Dihao Previous Supplier Guarantee”

• the guarantee given by the Dihao Guarantor for the benefit of the Former Supplier as disclosed in the 2016 Circulars

• “Disposal”

• the disposal by the Group and the acquisition by the GBT Group of the entire equity interest in Changchun Dihao and Dihao Crystal Sugar, at the consideration of HK$60,971,000

• “Director(s)”

• director(s) of the Company

• for identification purposes only

— 2 —

DEFINITIONS

• “EGM”

• the extraordinary general meeting of the Company to be convened and held at 10:30 a.m. on Monday, 5 February 2018 at Room 1, United Conference Centre, 10/F, United Centre, 95 Queensway, Admiralty, Hong Kong, the notice of which is set out on pages 30 to 31 of this circular, and any adjournment thereof for the purpose of considering, and if thought fit, approve (among other matters) the Dihao New Supplier Guarantee and the transactions contemplated thereunder

• “Former Supplier”

• 長春大金倉玉米收儲有限公司 (Changchun Dajincang Corn Procurement Co., Ltd.*), a sino-foreign enterprise established in the PRC which is beneficially owned by the Labour Union as to approximately 98.91% and an Independent Third Party as to approximately 1.09%

• “GBT”

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

• “GBT Group” GBT and its subsidiaries which, for the purpose of this circular, excludes the Group

• “GBT Guarantors”

• Changchun Baocheng, Changchun Dacheng Bio-tech, Changchun Dahe, Changchun GBT or either of them

• “GBT New Supplier Guarantees”

• the various guarantees to be executed by each of the GBT Guarantors for the benefit of the Former Supplier

• “Group”

• the Company and its subsidiaries

• “Guarantors”

• the GBT Guarantors and the Dihao Guarantor

• “HK$”

• Hong Kong dollars, the lawful currency of Hong Kong

• “Hong Kong”

The Hong Kong Special Administrative Region of the PRC

• for identification purposes only

— 3 —

DEFINITIONS

• “Independent Third Party” a person or an entity which, to the best of the respective Directors’ knowledge, information and belief having made all reasonable enquiry, that it and its ultimate beneficial owners (in the case of an entity) are third parties independent of the Company and its connected persons

• “Labour Union” the labour union of the PRC employees of the GBT Group and the Group

• “Latest Practicable Date” 15 January 2018, being the latest practicable date prior to the printing of this circular for the purpose of ascertaining certain information contained in this circular

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

• “Modern Agricultural” Modern Agricultural Industry Investment Limited, a company incorporated in the BVI which is the controlling shareholder of GBT

• “New Supplier Guarantees” the GBT New Supplier Guarantees and the Dihao New Supplier Guarantee

• “New Supplier Loan” all indebtedness due and owing to BOC pursuant to the New Supplier Loan Agreement(s)

• “New Supplier Loan Agreement(s)”

• the loan agreement(s) to be entered into between the Former Supplier and BOC in relation to the New Supplier Loan

• “Nongtou”

• 吉林省農業投資集團有限公司 (Jilin Agricultural Investment Group Co., Ltd.*), a company established in the PRC which is controlled by the SASAC of Jilin Province

• “PRC”

• the People’s Republic of China which, for the purpose of this circular, excludes Hong Kong, The Macau Special Administrative Region and Taiwan

• “Previous Supplier the various guarantees given by each of the Guarantors for Guarantees” the benefit of the Former Supplier as disclosed in the 2016 Circulars

— 4 —

DEFINITIONS

• “Previous Supplier Loan” the loan advanced by BOC to the Former Supplier under the Previous Supplier Loan Agreements with an aggregate principal amount of RMB2.49 billion

• “Previous Supplier Loan various loan agreements entered into between the Former Agreements” Supplier and BOC in 2016 and 2017

• “RMB” Renminbi, the lawful currency of the PRC

• “S&P Agreement” the agreement dated 21 July 2017 entered into between the GBT Group and the Group in relation to the Disposal

• “SASAC of Jilin Province” 吉林省人民政府國有資產監督管理委員會 (State-owned Assets Supervision & Administration Commission of the People’s Government of Jilin Province)

• “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)” the shareholders of the Company

• “Stock Exchange” The Stock Exchange of Hong Kong Limited

“%” per cent.

— 5 —

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. Kong Zhanpeng Mr. Zhang Zihua

Independent non-executive Directors:

Mr. Ho Lic Ki Mr. Lo Kwing Yu Mr. Yuen Tsz Chun

Registered office: Cricket Square Hutchins Drive PO Box 2681 Grand Cayman KYl-1111 Cayman Islands

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

17 January 2018

To the Shareholders,

Dear Sir or Madam,

MAJOR TRANSACTION PROVISION OF FINANCIAL ASSISTANCE TO A FORMER SUPPLIER

1. INTRODUCTION

Reference is made to the joint announcement of GBT and the Company dated 8 December 2017 in relation to the proposed entering into of the New Supplier Guarantees.

• for identification purposes only

— 6 —

LETTER FROM THE BOARD

The purpose of this circular is to provide you with information regarding the resolutions to be proposed at the EGM to approve the Dihao New Supplier Guarantee.

2. DIHAO NEW SUPPLIER GUARANTEE

Whilst the management team of the Company has been actively negotiating with BOC for the release of the Previous Supplier Guarantees and yet to receive a favourable result, the term of the Previous Supplier Loan had expired in September 2017. Based on the Former Supplier’s indication and the financial information of the Former Supplier available to the Company, the Former Supplier still did not have sufficient financial resources to repay the Previous Supplier Loan when the same fell due. Under the Previous Supplier Guarantees, BOC shall have the right to demand the Previous Supplier Guarantors or any of them to repay the Previous Supplier Loan if the Former Supplier is in default. To avoid immediate demand for full repayment of the Previous Supplier Loan by the Guarantors or any of them pursuant to the Previous Supplier Guarantees, the Former Supplier proposes to refinance the Previous Supplier Loan by entering into the New Supplier Loan Agreements with BOC for the New Supplier Loan. As a condition to the New Supplier Loan, BOC has requested each of the Guarantors to enter into the New Supplier Guarantees to severally guarantee the obligations of the Former Supplier under the New Supplier Loan.

Set out below are the principal terms of the New Supplier Loan Agreements:

Name of bank: BOC Borrower: The Former Supplier Loan principal: RMB2.49 billion Term of loan: 12 months from the respective date of drawdown Rate of interest: 38.5 basis points below the Loan Prime Rate quoted by the National Interbank Funding Center on the business day immediately before the respective date of signing of the New Supplier Loan Agreements, payable on a quarterly basis Use of the loan proceeds: Refinancing of the Previous Supplier Loan

— 7 —

LETTER FROM THE BOARD

Events of default:

There shall be an event of default if, among others, any of the following events shall have occurred or is continuing:

• (i) the Former Supplier fails to pay any sums when due in accordance with the terms of the New Supplier Loan Agreements;

• (ii) the Former Supplier fails to use the New Supplier Loan for the purpose set out in the New Supplier Loan Agreements;

• (iii) any of the representations or warranties by the Former Supplier have been untrue or incorrect or the Former Supplier fails to duly perform or observe any of its obligations under the New Supplier Loan Agreements;

• (iv) the creditability, profitability, ability of repayment, operational status or cash flow of the Former Supplier has become worsen;

• (v) the breach by the Former Supplier of any contract entered into with affiliates of BOC or any facility agreements entered into with other financial institutions;

• (vi) the breach of New Supplier Guarantees by any of the Guarantors; and

• (vii) the termination of operation, dissolution or winding up of the Former Supplier.

Upon the occurrence of an event of default, BOC shall have the right to declare all outstanding indebtedness under the New Supplier Loan Agreements to be forthwith due and payable and shall have the right to demand the Guarantors to perform their guarantee obligations under the New Supplier Guarantees.

— 8 —

LETTER FROM THE BOARD

Security (other than the New The Former Supplier shall pledge its receivables in Supplier Guarantees): favour of BOC

The terms of the Dihao New Supplier Guarantee are substantially the same as the Dihao Previous Supplier Guarantee. Details of the Dihao New Supplier Guarantee are as follows:

Name of bank:

BOC

Guarantor: Changchun Dihao

Guaranteed Amount: All indebtedness due and owing to BOC pursuant to the New Supplier Loan Agreements and the maximum principal amount guaranteed under the Dihao New Supplier Guarantee shall be RMB2.5 billion.

Term of the guarantee: From the date of the New Supplier Loan Agreements to two years from the respective expiry of the New Supplier Loan Agreements

On 21 July 2017, the Group entered into the S&P Agreement with the GBT Group, for the sale of the entire equity interest in Changchun Dihao and Dihao Crystal Sugar. Changchun Dihao is the only member of the Group which was involved in the Dihao Previous Supplier Guarantee, and is the only member of the Group which is required to be entered into the Dihao New Supplier Guarantee. Upon Completion, Changchun Dihao will cease to be a member of the Group and as such, the Group will cease to be involved in, nor have any liabilities arising from the Dihao Previous Supplier Guarantee and/or the Dihao New Supplier Guarantee. The Disposal is yet to be completed as at the Latest Practicable Date, but the Completion is expected to take place on or before 16 July 2018.

The Dihao Guarantor does not receive, and will not receive, any fee or commission for entering into the Dihao New Supplier Guarantee. The reason that the Dihao Guarantor will not charge any fee or commission for providing the Dihao New Supplier Guarantee is because the Former Supplier is in financial difficulties, and the Former Supplier does not have the financial capability to pay any fee or commission to the Dihao Guarantor. In addition, according to the advice of the PRC legal advisors of the Group, as provision of financial guarantees is not within the business scope of the Dihao Guarantor, the Dihao Guarantor is not allowed to charge any fee or commission from the Former Supplier for providing the Dihao New Supplier Guarantee under the laws and regulations of the PRC. There is no difference in the contingent liabilities of the Dihao Guarantor under the Dihao New Supplier Guarantee when compared with that under the Dihao Previous Supplier Guarantee.

— 9 —

LETTER FROM THE BOARD

Furthermore, as set out in the paragraph headed “Reasons for entering into of the Dihao New Supplier Guarantee” below, the Company has taken or will take steps and controls to control risks and/or reduce liabilities of the Group under the Dihao New Supplier Guarantee.

Reasons for Entering into of the Dihao New Supplier Guarantee

For the reason set out in the paragraph headed “Reasons for entering into of the GSH New Supplier Guarantee” in the 2016 Circulars, the Dihao Guarantor entered into the Dihao Previous Supplier Guarantee.

As at the Latest Practicable Date, the Former Supplier had not made any repayment under the Previous Supplier Loan, and the amount of indebtedness due and owing to BOC by the Former Supplier amounted to approximately RMB2.49 billion. According to the unaudited financial statements of the Former Supplier, the Former Supplier had a negative net asset value as at 31 December 2016.

As aforementioned, in order for the Former Supplier to obtain the New Supplier Loan for refinance of the Previous Supplier Loan so that the Guarantors would not be called upon to repay the Previous Supplier Loan pursuant to the Previous Supplier Guarantees, the Guarantors are required to enter into the New Supplier Guarantees.

The Board consider that given the inability of the Former Supplier to repay the Previous Supplier Loan, should the Guarantors refuse to enter into the New Supplier Guarantees which result in the Former Supplier’s failure to refinance the Previous Supplier Loan, BOC may enforce the Previous Supplier Guarantees. The entering into of the New Supplier Guarantees could facilitate the obtaining of the New Supplier Loan by the Former Supplier and therefore could avoid immediate demand for full repayment of the Previous Supplier Loan by the Guarantors or any of them pursuant to the Previous Supplier Guarantees. As such, the Board believes that the terms of the Dihao New Supplier Guarantee are fair and reasonable and in the interests of the Shareholders as a whole.

As at 30 June 2017, the net current liabilities of the Dihao Guarantor amounted to approximately HK$503.1 million. On the other hand, the Group was in consolidated net current liabilities position, with consolidated net current liabilities as at 30 June 2017 of approximately HK$754.1 million. The consolidated cash and cash equivalent of the Group as at 30 June 2017 amounted to approximately HK$99.3 million.

— 10 —

LETTER FROM THE BOARD

As such, if the Former Supplier fails to repay and/or refinance the Previous Supplier Loan and all or any of the Guarantors are demanded for immediate repayment of the Previous Supplier Loan pursuant to the Previous Supplier Loan Agreement, the Dihao Guarantor may not have sufficient resources to repay the indebtedness under the Dihao Previous Supplier Guarantee, and the Group may not have sufficient resources and liquidity to provide financial assistance to the Dihao Guarantor. If such circumstances arise, the Dihao Guarantor may need to dispose of all or some of its assets and/or its businesses in order to satisfy the Previous Supplier Loan, failing which may result in the liquidation of the Dihao Guarantor.

Under Hong Kong Accounting Standard (“HKAS”) 39, the Group should initially recognise the financial guarantee contracts at fair value and subsequently measure it at the higher of (a) the amount determined in accordance with HKAS 37 and (b) the amount initially recognised less cumulative amortisation recognised in accordance with HKAS 18. Therefore, it is estimated that by entering into the Dihao New Supplier Guarantee, the total liabilities of the Group will increase accordingly.

Set out below is further information of the Dihao Guarantor and its share in (prior to the Completion) the Group’s total assets value and negative net asset value as of 30 June 2017:

		Percentage of	Percentage of
		share of Dihao	share of Dihao
		Guarantor	Guarantor in
		in terms of	terms of negative
		total asset value	net asset value
Name of		of the Group	of the Group
Dihao	Current business and business development plan	(prior to the	(prior to the
Guarantor	(if any) of the Dihao Guarantor	Completion)	Completion)
Changchun	Manufacture and sale of corn starch, other corn refined	86.3%	795.7%
Dihao	products and corn based sweeteners products.
	Due to the lackluster performance of the upstream
	business of the Group, the production facilities of
	Changchun Dihao for production of corn starch and other
	corn refined products have been suspended since April
	2014. The downstream production facilities of Changchun
	Dihao is in the course of relocation to Xinglongshan,
	Changchun. In April 2017, the production facilities of
	Changchun Dihao in Xinglongshan, Changchun for the
	production of maltose has commenced trial run. It is
	expected that the relocation of other production facilities
	of Changchun Dihao to Xinglongshan, Changchun will be
	completed in the second quarter of 2018.

— 11 —

LETTER FROM THE BOARD

The Group has also provided intra-group corporate guarantees in respect of the other banking facilities of the Dihao Guarantor. As at 30 June 2017, the outstanding amount of the banking facilities of the Dihao Guarantor guaranteed by the Company amounted to approximately RMB180.0 million. If the Dihao Guarantor is demanded but fails to repay the Previous Supplier Loan pursuant to the Dihao Previous Supplier Guarantee, or the Dihao Guarantor is forced to dispose of its material assets or businesses or is forced to go into liquidation, the Group may be demanded by all or any of the banks for immediate repayment of these banking facilities. If the Group does not have sufficient resources to repay the indebtedness under these corporate guarantees, it may need to raise further financing or otherwise dispose of its other assets or businesses in order to honour its obligations under these corporate guarantees. There is no assurance that the Group may be able to raise sufficient funds for honouring these corporate guarantees. Any disposal by the Group of its principal operating assets and/or business may have significant adverse impact on the business and operational performance of the Group.

The Board believes that, by entering into the New Supplier Guarantees, BOC would not enforce the Previous Supplier Guarantees immediately. To control risks and/or reduce liabilities of the Group under the Dihao Previous Supplier Guarantee and (as applicable) the Dihao New Supplier Guarantee, the Group has taken or will take the following steps and controls:

• (i) the management team of the Company has been in active negotiations with BOC for the release of the Dihao Previous Supplier Guarantee;

• (ii) to the best of the knowledge, information and belief of the Directors after making reasonable enquiries, the Former Supplier is undergoing restructuring including but not limited to the injection of new capital which is expected to enable the Former Supplier to resume normal operation and generate positive cash flow. In addition, in order to expedite the process of repaying the New Supplier Loan, the Former Supplier has also been facilitating the restructuring of its business and has submitted a business plan to the Company to revive its business so that it may generate positive cash flow;

• (iii) should the Former Supplier defaults on the New Supplier Loan and the New Supplier Guarantees are called by BOC, the Guarantors or any of them may be demanded by BOC to repay the New Supplier Loan. The Group had not obtained any collateral or recourse to assets of the Former Supplier as the same had been pledged to BOC by the Former Supplier. Nevertheless, to manage the risk of providing the New Supplier Guarantees, the GBT Group and the Group

— 12 —

LETTER FROM THE BOARD

are in the course of negotiating with the Former Supplier for entering into of a second pledge in respect of the assets of the Former Supplier, pursuant to which and subject to the first pledge, the Guarantors shall have recourse to the assets of the Former Supplier if the Guarantors or any of them are demanded by BOC to repay the New Supplier Loan;

• (iv) in addition to the above, to manage the risks of providing the Dihao New Supplier Guarantee, while BOC has been closely monitoring every monetary transaction made by the Former Supplier, both the Group, the GBT Group and the controlling shareholder of GBT, Nongtou, have appointed personnel to monitor the daily operations of the Former Supplier;

• (v) the management team of the Company will closely monitor the terms of the Dihao New Supplier Guarantee, and ensure that there will be no further increase in the amount to be guaranteed by the Group;

• (vi) the management team of the Company will monitor the terms of the New Supplier Loan Agreements, and will ensure that the loan drawn by the Former Supplier under the New Supplier Loan Agreements will be utilised by the Former Supplier for refinancing of the Previous Supplier Loan;

• (vii) the management team of the Company will actively negotiate with the Former Supplier on steps to procure the Former Supplier to repay the Previous Supplier Loan or (as applicable) the New Supplier Loan, and steps to facilitate the restructuring of the Former Supplier;

• (viii) the Disposal is yet to be completed as at the Latest Practicable Date, but the Completion is expected to take place on or before 16 July 2018. Upon the Completion, Changchun Dihao will cease to be a member of the Group and the Group will then cease to be involved in the Dihao New Supplier Guarantee; and

• (ix) the Group will strive to strengthen its financial position by, among others, debt restructuring and/or seeking financial or other support from the ultimate controlling shareholder of the Company.

Shareholders should however note that the New Supplier Loan Agreements are subject to internal approval of BOC. If BOC does not agree to enter into the New Supplier Loan Agreements, the Dihao New Supplier Guarantee will not be entered

— 13 —

LETTER FROM THE BOARD

into by the Dihao Guarantor notwithstanding the approval by the shareholders of GBT and the Company, and BOC may enforce the Dihao Previous Supplier Guarantee.

In addition, Shareholders should also note that whether the Dihao Previous Supplier Guarantee can be subsequently released and discharged will depend on, among others, the progress and outcome of negotiations between the Former Supplier and BOC. Based on the communications between the Group and BOC, the release and/or the discharge of the Dihao Previous Supplier Guarantee or (as applicable) the Dihao New Supplier Guarantee will depend on the financial viability of the Former Supplier and its ability to generate healthy cash flow. To the best knowledge, information and belief of the Directors after making reasonable enquiries, the restructuring of the Former Supplier is ongoing. According the business plan of the Former Supplier, it will gradually revive its operation after the restructuring. It is expected that more time is needed for the Former Supplier to materialise its business plan.

To recapitulate, despite the delay of the timetable of the release and/or discharge of the Dihao Previous Supplier Guarantee, the Board is of the view that it is nevertheless in the interest of the Group and the Company’s shareholders for the provision of the Dihao New Supplier Guarantee by the Dihao Guarantor, for the following reasons:

• (i) the Dihao Previous Supplier Guarantee may be enforced by BOC immediately;

• (ii) the immediate enforcement by BOC of the Dihao Previous Supplier Guarantee for full repayment of the Previous Supplier Loan by the Dihao Guarantor may lead to disposal of assets or businesses of the Dihao Guarantor, or even liquidation of the Dihao Guarantor, in light of the amount of net current liabilities of the Dihao Guarantor, as well as the consolidated cash and cash equivalent of the Group as at 30 June 2017 as aforementioned in this circular;

• (iii) as at 30 June 2017, the outstanding amount of the banking facilities of the Dihao Guarantor guaranteed by the Company amounted to approximately RMB180.0 million. As such, the liquidation of the Dihao Guarantor may lead to cross default of intra-group corporate guarantees given by the Group to the Dihao Guarantor, which will have significant adverse impact on the goingconcern of the Group; and

— 14 —

LETTER FROM THE BOARD

• (iv) the provision of the Dihao New Supplier Guarantee by the Dihao Guarantor is the current most feasible solution for prevention of the above chain of events in light of the limited time available to the Group, which may allow the Group to have additional time for the Completion or the further negotiation with BOC for the release of the Dihao Previous Supplier Guarantee. In addition, the Board wishes to emphasise that, irrespective of the financial capability of the Former Supplier, the New Supplier Loan Agreements and the New Supplier Guarantees are subject to the discretion and internal approval of BOC, and therefore may not be entered into by BOC, the Former Supplier and the Dihao Guarantor notwithstanding the approval by the shareholders of GBT and the Company.

Given the reasons as set out above, the Board is of the view that entering into the Dihao New Supplier Guarantee by the Dihao Guarantor is in the interest of the Company and its shareholders as a whole.

Given that the New Supplier Loan serves the function of refinancing and extending the Previous Supplier Loan for the same loan amount, and that the Dihao New Supplier Guarantee shall replace the Dihao Previous Supplier Guarantee without guaranteeing additional amount of debts of the Former Supplier, the Board expects that the risk exposure of the Group will not be changed under the Dihao New Supplier Guarantee.

The Dihao New Supplier Guarantee may give rise to a disclaimer of opinion in the auditor’s report in 2017, similar to that in 2016 which was resulted from, among others, the limitation of audit scope in respect of the Dihao Previous Supplier Guarantee. In accordance with applicable accounting standards, financial guarantee contracts are initially recognised at fair value at the time when the financial guarantee contracts are entered into, and are subsequently measured at the higher of (a) the amount determined in accordance with HKAS 37 and (b) the amount initially recognised less, when appropriate, cumulative amortisation recognised in accordance with HKAS 18. The fair value of financial guarantee contracts is assessed with reference to, among others, the financial position and repayment ability of the principal debtor to which the financial guarantee contracts relate.

Since the Former Supplier is a third party private company, information about its financial position, including its repayment ability, liquidity and other financial resources, may not be readily available to the Group or otherwise considered reliable to the satisfaction of valuers. The valuers engaged by the Group in appraising the fair value of the Dihao Previous Supplier Guarantee had encountered such difficulties

— 15 —

LETTER FROM THE BOARD

so they were unable to reliably estimate the fair value of the Dihao Previous Supplier Guarantee, and it is expected that the valuers will encounter the same difficulties when appraising the fair value of the Dihao New Supplier Guarantee. Consequently, it is expected that a limitation of audit scope of the same nature in 2016 will continue in 2017.

The Company is not able to give assurance on whether another replacement guarantee to replace the Dihao New Supplier Guarantee will be required to be issued by the Group after twelve months, as that would depend on among others, the progress of the Disposal or the execution of acceptable replacement guarantees in favour of BOC for replacing the Dihao Previous Supplier Guarantee, the restructuring of the Former Supplier and the financial viability of the Former Supplier. Nevertheless, as abovementioned, the Company will endeavour to achieve the Completion and/or the release of the Dihao Guarantor from the Dihao Previous Supplier Guarantee.

Information of the Former Supplier and BOC

The principal business of the Former Supplier is the purchase of corn kernels from local farmers in Changchun and other regions of the Jilin Province and the resale thereof to end users in northeastern China.

The Supplier is beneficially majority-owned by the Labour Union, being the labour union of the PRC employees of the GBT Group and the Group. To the best of the knowledge, information and belief of the Directors having made all reasonable enquiries, save that (i) the Former Supplier is a former supplier of the GBT Group and the Group of corn kernels, and (ii) the ultimate beneficial owner of the Former Supplier includes the labour union of the PRC employees of the GBT Group and the Group, the Former Supplier and its ultimate beneficial owners are third parties independent of the Company and its connected persons, and the business and operations are separately managed by its own management team, independent from that of the Group. In addition, to the best knowledge, information and belief of the Directors having made all reasonable enquiries, none of the Directors are members of the Labour Union nor have any interest in the Labour Union.

Based on the unaudited financial statements provided by the Former Supplier, the Former Supplier has a negative net asset value of approximately RMB252.5 million as of 30 June 2017 and a net loss after taxation of approximately RMB62.4 million for the six months ended 30 June 2017.

— 16 —

LETTER FROM THE BOARD

To the best of the knowledge, information and belief of the Directors having made all reasonable enquiries, save that BOC is one of the principal banks of the GBT Group and the Group and GBT’s controlling shareholders, BOC and its ultimate beneficial owners are third parties independent of the Company and its connected persons. BOC is principally engaged in the provision of banking services.

Information of the GBT Group and the Group

The GBT Group is principally engaged in the manufacture and sale of corn refined products, corn based biochemical products and (through the Group) corn based sweetener products.

The Group is principally engaged in the manufacture and sale of corn refined products and corn based sweetener products.

Implications Under the Listing Rules

As the applicable percentage ratios in respect of the Dihao New Supplier Guarantee exceeded 25%, the Dihao New Supplier Guarantee constitute a major transaction of the Company and is therefore subject to the notification, announcement and shareholders’ approval requirements under the Listing Rules.

3. EGM

The Company will convene the EGM at Room 1, United Conference Centre, 10/F, United Centre, 95 Queensway, Admiralty, Hong Kong at 10:30 a.m. on Monday, 5 February 2018 to consider and, if thought fit, approve the Dihao New Supplier Guarantee. A notice of the EGM is set out on pages 30 to 31 of this circular.

To the best knowledge of the Directors after making all reasonable enquiries, as at the Latest Practicable Date, no Shareholder is required to abstain from voting on the resolutions approving the Dihao New Supplier Guarantee and the transactions contemplated thereunder, all resolutions to be proposed at the EGM will be taken by poll, the results of which will be announced after the EGM.

A form of proxy for use at the EGM is also enclosed. If you are unable to attend the EGM in person, you are requested to complete and return the form of proxy in accordance with the instructions printed thereon as soon as possible and, in any event no later than 48 hours before the time for the EGM (i.e. at or before 10:30 a.m. on Saturday, 3 February 2018 (Hong Kong time)) or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the EGM or any adjournment thereof should you so wish.

— 17 —

LETTER FROM THE BOARD

4. RECOMMENDATION

The Directors consider that the terms of the Dihao New Supplier Guarantee and the transactions contemplated thereunder are fair and reasonable and are in the interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend you to vote in favour of the resolutions in the terms as set out in the notice of the EGM.

5. ADDITIONAL INFORMATION

Your attention is also drawn to the information contained in the appendices to this circular.

By order of the Board Global Sweeteners Holdings Limited Kong Zhanpeng Chairman

— 18 —

FINANCIAL INFORMATION OF THE GROUP

APPENDIX I

1. INDEBTEDNESS STATEMENT

As at the close of business on 30 November 2017, being the Latest Practicable Date for the purpose of preparing this statement of indebtedness prior to the printing of this circular, the Group had total interest-bearing borrowings of approximately HK$1,072,727,000, details of which are as follows:

Unguaranteed Secured HK$’000 Non-current Bank loans 187,500 Current Bank loans 50,000 237,500	Guaranteed Secured Unsecured HK$’000 HK$’000 102,273 102,272 49,091 581,591 151,364 683,863	Total HK$’000 392,045 680,682
		1,072,727

The Group’s bank borrowings amounting to approximately HK$388,864,000 were secured by the pledge of certain of the Group’s property, plant and equipment and prepaid land lease payment.

At the close of business on 30 November 2017, Changchun Dihao was one of the guarantors to the Supplier Loan with a maximum guaranteed amount of RMB2.5 billion.

Apart from intra-Group liabilities and save as aforesaid, at the close of business on 30 November 2017, the Group did not have any other outstanding debt securities, term loans, other bank overdrafts, liabilities under acceptances (other than normal trade bills), acceptance credits, hire purchase commitments or other borrowings or indebtedness in the nature of borrowings, mortgage, charges, contingent liabilities or guarantees.

— 19 —

FINANCIAL INFORMATION OF THE GROUP

APPENDIX I

2. WORKING CAPITAL

The Group has incurred losses since 2012 and recorded a net loss of approximately HK$53.5 million for the six months ended 30 June 2017, net current liabilities of approximately HK$754.1 million and net liabilities of approximately HK$44.8 million. In view of these circumstances, the Directors have taken the following steps to improve the Group’s liquidity and solvency position:

(1) Continue negotiation with banks to restructure its debts

While the Group continued to maintain good relationship with the major lender banks in Changchun, the Group has been actively looking into other alternatives to strengthen the financial position of the Group. A debt-equity swap proposal for the restructure of the debt of the Company’s subsidiaries in Changchun has been submitted to the Jilin Provincial Government for consideration. During the six months ended 30 June 2017, the management of the Group and the GBT Group had been working with the relevant professional parties on fine-tuning the proposal. The management believes that the financial position of the Group will improve if the proposal is materialised.

(2) Transfer of two subsidiaries in Changchun to the GBT Group

As announced by the Company and GBT on 21 July 2017, the Group entered into an agreement with the GBT Group for the sale and purchase of the two subsidiaries of the Company, namely Changchun Dihao and Dihao Crystal Sugar.

Changchun Dihao and Dihao Crystal Sugar are both situated in Changchun, the PRC and have been loss-making since 2014. As such, the Group has suspended/optimised operations of Changchun Dihao and Dihao Crystal Sugar since then. The Disposal will enable the Group to direct its resources to high value-added markets.

In addition, the Disposal could relieve the Group from the potential liability from the Dihao New Supplier Guarantee but without adding additional financial burden to the GBT Group.

It is a condition to the Completion that, among others, the release of all guarantees and/or charges given by the relevant members of the Group in respect of the indebtedness of Changchun Dihao and Dihao Crystal Sugar. As such, it is a condition to the Completion that the outstanding amount of the banking facilities of Changchun Dihao guaranteed by the Company which

— 20 —

FINANCIAL INFORMATION OF THE GROUP

APPENDIX I

amounted to approximately RMB180.0 million as at 30 June 2017 be released. Upon the Completion, Changchun Dihao and Dihao Crystal Sugar will cease to be members of the Group, and the Group will therefore cease to be involved in the Dihao New Supplier Guarantee or any indebtedness of Changchun Dihao and Dihao Crystal Sugar. In addition, the financial results of Changchun Dihao and Dihao Crystal Sugar will cease to be consolidated into those of the Company. It is estimated that after the Completion, the financial performance of the Group will improve.

(3) Monitoring of the Group’s operating cash flows

The Group has taken various measures to tighten cost controls over production costs and expenses with the aim to attain profitable and positive cash flow operations. During the six months ended 30 June 2017, the Group has optimised its production in order to minimise operating cash outflows.

(4) Financial support from the indirect controlling shareholder of GBT

As announced by GBT on 2 March 2017, Nongtou, an entity controlled by the SASAC of Jilin Province, became an indirect controlling shareholder of GBT. The Group had received a written confirmation from Nongtou that among others, it will provide financial support to the Group for its operation on a going concern basis and undertake all the liabilities that may arise from the guarantees given by the Dihao Guarantor for the benefit of the Former Supplier. Such assistance received by the Group is not secured by any assets of the Group. In addition, the Group signed a corn purchasing agreement with 吉林吉糧資產供應鏈管理有限公司 (Jilin Jiliang Assets Supply Chain Management Co., Ltd.), a subsidiary of Nongtou, in May 2017 to ensure a stable supply of corn kernels and to lower the cost of raw material.

Nongtou, being a State-owned enterprise, was established in August 2016 and its paid up registered capital amounted to RMB461.1 million at 30 June 2017, is tasked to consolidate the State-owned investments in the agricultural sector in Jilin Province. The management of the Company is of the view that Nongtou would be able to support the operations of the Group and the GBT Group, to provide synergistic effects among its various investments in the agricultural sector in Jilin Province and provide adequate and sufficient financial support to the Group and the GBT Group.

In view of the above, the Directors are of the opinion that, after taking into account the internal resources, the present and expected available banking facilities, the Group has sufficient working capital for its present requirements for at least the next 12 months from the date of this circular.

— 21 —

FINANCIAL INFORMATION OF THE GROUP

APPENDIX I

3. FINANCIAL AND TRADING PROSPECTS

In order to maintain the competitiveness of the Group, the Group will strive to maintain its market share, diversify its product mix and enhance its capability in developing high value-added products and new applications through in-house research and development efforts and strategic business alliance with prominent international market leaders.

In the short run, the Group will consolidate its resources towards the development of the Shanghai production base, leveraging on the synergistic effect with the Jinzhou production base for the supply of raw materials/ sweeteners products to serve the respective Huadong market.

In the long run, the Group will continue to strengthen its market position leveraging on its brand name and add value to the current product mix through the introduction of new high value-added products.

With respect to the financial position of the Group, the management will endeavor to overcome the challenges and adopt a prudent approach in face of the current market condition.

4. MATERIAL ADVERSE CHANGE

As disclosed in the Company’s interim results announcement for the six months ended 30 June 2017, the Group recorded a net loss of approximately HK$53,512,000 for the six months ended 30 June 2017, leading to the recorded net liabilities of approximately HK$44,776,000.

Save as the above, the Directors are not aware of any material adverse change in the financial position or trading position of the Group since 31 December 2016, being the date to which the latest published audited financial statements of the Group was made up.

— 22 —

GENERAL INFORMATION

APPENDIX II

1. RESPONSIBILITY STATEMENT

This 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 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 circular misleading.

2. DIRECTORS’ AND CHIEF EXECUTIVE’S INTERESTS AND SHORT POSITIONS IN SHARES AND UNDERLYING SHARES

As at the Latest Practicable Date, the interests or short positions of the Directors and chief executive of the Company in the Shares, underlying Shares and debentures of the Company or any of its associated corporations (within the meaning of Part XV of the SFO) (a) which were required to be notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests and short positions which they were taken or deemed to have under such provisions of the SFO); or (b) which were required, pursuant to section 352 of the SFO, to be entered in the register referred to therein; or (c) which were required, pursuant to the Model Code for Securities Transactions by Directors of Listed Issuers (the “Model Code”) to be notified to the Company and the Stock Exchange, were as follows:

Long positions in ordinary shares of the Company:

				Percentage
				of relevant
				class of
				issued share
				capital of the
	Company/		Number of	Company/
	name of		shares	associated
Name of	associated	Nature of	interested	corporation
Director	corporation	interest	(Note 1)	(Note 2)
Mr. Kong	The Company	Interest of a	1,984,000	0.13
Zhanpeng		controlled	Shares (L)
		corporation	(Note 3)
	GBT	Beneficial	18,256,000	0.29
		owner	ordinary shares
			of HK$0.10
			each (L)
	GBT	Interest of a	241,920,000	3.78
		controlled	ordinary shares
		corporation	of HK$0.10
			each (L)
			(Note 4)

— 23 —

GENERAL INFORMATION

APPENDIX II

Notes:

1. The letter “L” represents the Director’s interests in the shares and underlying shares of the Company or its associated corporation.

2. On the basis of 1,527,586,000 Shares in issue as at the Latest Practicable Date.

3. These shares are held by Hartington Profits Limited, a company incorporated in the BVI, the entire issued share capital of which is beneficially owned by Mr. Kong Zhanpeng.

4. These 241,920,000 shares are held by Hartington Profits Limited.

Save as disclosed above, as at the Latest Practicable Date, none of the Directors and chief executive of the Company had any interests or short positions in the Shares, underlying Shares and debentures of the Company or any of its associated corporations (within the meaning of Part XV of the SFO) as recorded in the register required to be kept under section 352 of the SFO or as otherwise notified to the Company and the Stock Exchange pursuant to the Model Code.

None of the Directors had any interest, direct or indirect, in any assets which have been since 31 December 2016, being the date to which the latest published audited financial statements of the Group were made up, acquired or disposed of by or leased to any member of the Group, or are proposed to be acquired or disposed of by or leased to any member of the Group as at the Latest Practicable Date.

Mr. Kong Zhanpeng, an executive Director, is interested in approximately 4.07% of the issued share capital of GBT through his interest as beneficial owner and interest in Hartington Profits Limited, and is the chief executive officer of GBT. In addition, Mr. Zhang Zihua, an executive Director, is also the executive director of GBT. As such, both Mr. Kong and Mr. Zhang Zihua are considered to have material interests in the Disposal.

Save as disclosed above, none of the Directors or proposed directors of the Company (if any) was materially interested in any contract or arrangement subsisting as at the Latest Practicable Date and which is significant in relation to the business of the Group taken as a whole.

— 24 —

GENERAL INFORMATION

APPENDIX II

3. SUBSTANTIAL SHAREHOLDERS’ INTERESTS IN SHARES AND UNDERLYING SHARES

As at the Latest Practicable Date, so far as is known to any Directors or chief executive of the Company, the persons (other than a Director or chief executive of the Company); (a) who had an interest or short position in the Shares and underlying Shares of the Company which would fall to be disclosed to the Company under the provisions of Divisions 2 and 3 of Part XV of the SFO; or (b) who were, directly or indirectly, interested in 10% or more of the nominal value of any class of share capital carrying rights to vote in all circumstances at the general meetings of the Company or any other members of the Group, were as follows:

			Capital/number
	Company/		of shares/	Approximate
	Name		underlying	percentage of
Name of	of Group	Nature of	shares held	shareholding
shareholder	member	interest	(Note 1)	(Note 2)
Global Corn Bio-	The Company	Beneficial	977,778,000	64.01
chem Technology		owner	Shares (L)
Company Limited
(“Global Corn
Bio-chem”)
GBT	The Company	Interest of a	977,778,000	64.01
		controlled	Shares (L)
		corporation
		(Note 3)
	The Company	Beneficial	500,000	0.03
		owner	Shares (L)
Modern Agricultural	The Company	Interest of a	978,278,000	64.04
(Note 4)		controlled	Shares (L)
		corporation
Modern Agricultural	The Company	Interest of a	978,278,000	64.04
Industry Investment		controlled	Shares (L)
Holdings Limited		corporation
(Note 4)

— 25 —

GENERAL INFORMATION

APPENDIX II

			Capital/number
	Company/		of shares/	Approximate
	Name		underlying	percentage of
Name of	of Group	Nature of	shares held	shareholding
shareholder	member	interest	(Note 1)	(Note 2)
Jilin Province	The Company	Interest of a	978,278,000	64.04
Modern		controlled	Shares (L)
Agricultural		corporation
Industry Investment
Fund (LLP)
(“PRC LLP”)
(Note 4)
Jilin Province	The Company	Interest of a	978,278,000	64.04
Modern		controlled	Shares (L)
Agricultural		corporation
Industry Fund
Limited (“GP”)
(Note 4)
Jilin Province	The Company	Interest of a	978,278,000	64.04
Communications		controlled	Shares (L)
Investments		corporation
Group Co., Ltd.
(“Jiaotou”)
Nongtou_(Note 4)_	The Company	Interest of a	978,278,000	64.04
		controlled	Shares (L)
		corporation
SASAC of Jilin	The Company	Interest of a	978,278,000	64.04
Province_(Note 4)_		controlled	Shares (L)
		corporation

— 26 —

GENERAL INFORMATION

APPENDIX II

Notes:

1. The letter “L” represents the Director’s interests in the shares and underlying shares of the Company.

2. On the basis of 1,527,586,000 Shares in issue as at the Latest Practicable Date.

3. These Shares are registered in the name of Global Corn Bio-chem, which is a wholly owned subsidiary of GBT. Therefore, GBT is deemed to be interested in all the Shares in which Global Corn Bio-chem is interested according to the SFO. Mr. Kong Zhanpeng, an executive Director, is also the chief executive officer of GBT. Mr. Zhang Zihua, an executive Director, is also the executive director of GBT.

4. These Shares comprise of 977,778,000 Shares registered in the name of Global Corn Biochem and 500,000 Shares in the name of GBT, whose issued share capital is owned as to approximately 49.0% by Modern Agricultural. The entire issued capital of Modern Agricultural is held by Modern Agricultural Industry Investment Holdings Limited which is in turn wholly owned by PRC LLP. The sole general partner of PRC LLP is GP. As at the Latest Practicable Date, GP is wholly owned by Nongtou and 40% of the investment capital of PRC LLP is owned by Nongtou. 20% of the investment capital of PRC LLP is owned by Jiaotou. As announced by GBT on 2 March 2017, an agreement was entered into among others, Jiaotou and Nongtou on 27 February 2017 for among others, the transfer by Jiaotou to Nongtou of its investment capital in PRC LLP. During the transition period from the date of the above agreement to the completion of such transfer, Nongtou shall manage the above transferred interest on behalf of Jiaotou. As such, by virtue of Nongtou’s control over PRC LLP, Nongtou has become the indirect controlling shareholder of GBT. Nongtou is controlled by SASAC of Jilin Province. Each of Modern Agricultural, Modern Agricultural Industry Investment Holdings Limited, PRC LLP, GP, Jiaotou, Nongtou and SASAC of Jilin Province are deemed to be interested in the interest held by GBT.

Save as disclosed herein, so far as is known to any Director or chief executive of the Company, there was no other person (other than a Director or chief executive of the Company) who, as at the Latest Practicable Date, had an interest or short position in the Shares and underlying shares of the Company which would fall to be disclosed to the Company under the provisions of Divisions 2 and 3 of Part XV of the SFO, or who was directly or indirectly interested in 10% or more of the nominal value of any class of share capital carrying rights to vote in all circumstances at the general meetings of the Company or any other member of the Group.

4. SERVICE AGREEMENTS

As at the Latest Practicable Date, none of the Directors had a service contract with any member of the Group which was not determinable by the Company or the relevant member of the Group within one year without payment of compensation other than statutory compensation.

— 27 —

GENERAL INFORMATION

APPENDIX II

5. MATERIAL LITIGATIONS

As at the Latest Practicable Date, there was no litigation or claims of material importance pending or threatened against the Group.

6. MATERIAL CONTRACTS

The following contracts (not being contracts entered into in the ordinary course of business) were entered into by the members of the Group within two years immediately preceding the date of this circular, and are or may be material:

• (a) the S&P Agreement;

• (b) the termination agreement dated 2 March 2017 and entered into between 吉林省太陽神建築工程有限公司 (Jilin Province Taiyangshen Construction Engineering Co., Ltd.) (“Former Purchaser”), Changchun Dihao and Dihao Crystal Sugar in respect of the termination of the Property Transfer Agreement (as defined below) on and subject to the terms and conditions thereof;

• (c) the termination agreement dated 2 March 2017 and entered into between the Former Purchaser, Changchun Dihao and Dihao Crystal Sugar in respect of the termination of the Asset Transfer Agreement (as defined below) on and subject to the terms and conditions thereof;

• (d) the Dihao Previous Supplier Guarantee guaranteeing all indebtedness due and owing to BOC pursuant to the Previous Supplier Loan Agreements and the maximum principal amount guaranteed under the Dihao Previous Supplier Guarantee was RMB2.5 billion;

• (e) the property transfer agreement dated 14 April 2016 (“Property Transfer Agreement”) and entered into between the Former Purchaser and Changchun Dihao and Dihao Crystal Sugar in respect of the sale and purchase of pieces of land and buildings erected thereon at the east side of Xihuancheng Road, Lu Yuan District, Changchun, the PRC, at the consideration of RMB558,390,000 and on and subject to the terms and conditions thereof; and

• (f) the asset transfer agreement dated 14 April 2016 (“Asset Transfer Agreement”) and entered into between the Former Purchaser and Changchun Dihao and Dihao Crystal Sugar in respect of the sale and purchase of, among others, trade and other receivables owed to the Group, at the consideration of RMB171,526,000 and on and subject to the terms and conditions thereof.

— 28 —

GENERAL INFORMATION

APPENDIX II

7. DOCUMENTS AVAILABLE FOR INSPECTION

Copies of the following documents are available for inspection at the head office and principal place of business of the Company in Hong Kong at Unit 1104, Admiralty Centre, Tower 1, 18 Harcourt Road, Hong Kong during normal business hours from 9:30 a.m. to 5:00 p.m. on any Business Day from the date of this circular up to and including the date of the EGM:

• (a) the memorandum and articles of association of the Company;

• (b) the consolidated audited accounts of the Company for each of the two financial years ended 31 December 2016;

• (c) the circular dated 21 August 2017 in relation to the S&P Agreement;

• (d) the letter from the Board, the text of which is set out on pages 6 to 18 to this circular; and

• (e) the material contracts referred to under the paragraph headed “6. Material Contracts” in this appendix.

8. MISCELLANEOUS

• (a) The registered office of the Company is located at Cricket Square, Hutchins Drive, PO Box 2681, Grand Cayman KYI-1111, Cayman Islands.

• (b) The head office and principal place of business of the Company in Hong Kong is at Unit 1104, Admiralty Centre, Tower 1, 18 Harcourt Road, Hong Kong.

• (c) The Hong Kong branch share registrar and transfer office of the Company is Tricor Investor Services Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong.

• (d) The company secretary is Mr. Lee Chi Yung. Mr. Lee is the member of the Hong Kong Institute of Certified Public Accountants and the Association of Chartered Certified Accountants.

• (e) The English text of this circular shall prevail over its Chinese text.

— 29 —

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)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that the extraordinary general meeting of Global Sweeteners Holdings Limited (“Company”) will be held at Room 1, United Conference Centre, 10/F, United Centre, 95 Queensway, Admiralty, Hong Kong on Monday, 5 February 2018 at 10:30 a.m. for the purposes of considering and, if thought fit, passing the following resolution as ordinary resolution of the Company:

ORDINARY RESOLUTION

“ THAT the guarantee to be given by 長春帝豪食品發展有限公司 (Changchun Dihao Foodstuff Development Co., Ltd.) for the benefit of 長春大金倉玉米收儲有限公司 (Changchun Dajincang Corn Procurement Co., Ltd.) (the “Former Supplier”) in relation to, all indebtedness due and owing to 中國銀行股份有限公司偉峰國際支行 (Bank of China Weifeng International Branch) pursuant to any loan agreements or other documents signed by the Former Supplier in the maximum principal amount of RMB2.5 billion, on and subject to the terms and conditions thereof (a copy of the above guarantee 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.”

By order of the Board of Global Sweeteners Holdings Limited Kong Zhanpeng Chairman

Hong Kong, 17 January 2018

• for identification purposes only

— 30 —

NOTICE OF EGM

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 1104, Admiralty Centre Tower 1 18 Harcourt Road 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 (i.e. at or before 10:30 a.m. on Saturday, 3 February 2018 (Hong Kong time)) or any adjournment thereof.

4. 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.

5. 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 Wednesday, 31 January 2018 to Monday, 5 February 2018, both days inclusive, 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 Tuesday, 30 January 2018.

As at the date of this notice, 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.

— 31 —