Global Corn Group Limited — Proxy Solicitation & Information Statement 2024

Nov 29, 2024

G

GLOBAL Sweeteners

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)

PROXY FORM

Form of proxy for use by shareholders of the Company (the "Shareholders")

at the physical extraordinary general meeting (the "Meeting") to be convened

at 10:30 a.m. on Friday, 20 December 2024 at

35/F, Dah Sing Financial Centre, 248 Queen's Road East, Wai Chai, Hong Kong (or any adjournment thereof)

I/We (note a)

of

being the registered holder(s) of _____ (note b)

shares of HK$0.10 each in the capital of Global Sweeteners Holdings Limited (the "Company", together with its subsidiaries, the

"Group") hereby appoint the chairman of the Meeting or

of

to act as my/our proxy (note c) at the Meeting to be held at 10:30 a.m. on Friday, 20 December 2024 at 35/F, Dah Sing Financial

Centre, 248 Queen's Road East, Wai Chai, Hong Kong or at any adjournment thereof and to vote on my/our behalf as directed below.

Capitalised terms used herein shall have the same meanings as used in the circular of the Company dated 2 December 2024.

Please make a mark in the appropriate boxes to indicate how you wish your vote(s) to be cast on a poll (note d).

ORDINARY RESOLUTIONS		FOR	AGAINST
1.	“THAT the 2024 master purchase agreement (the “2024 Master Purchase Agreement”) (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) dated 17 October 2024 entered into between the Company (for itself and on behalf of its subsidiaries from time to time), as purchaser, 親豪科創商貿(廣州)有限公司 (Ruihao Property (Guangzhou) Co., Ltd.) (“Ruihao (Guangzhou)”) (for itself and on behalf of itself and its subsidiaries from time to time (“Ruihao (Guangzhou) Group”) and the associated companies of Ruihao (Guangzhou) Group from time to time), 點點通供應鏈科技(深圳)有限公司 (DDT Supply Chain Technology (Shenzhen) Co., Ltd.) (“DDT Supply Chain”) (for itself and on behalf of itself and its subsidiaries from time to time (“DDT Supply Chain Group”) and the associated companies of DDT Supply Chain Group from time to time), and 吉林省華生商貿有限公司 (Jilin Huasheng Trading Limited*) (“Jilin Huasheng Trading”) (for itself and on behalf of itself and its subsidiaries from time to time (“Jilin Huasheng Trading Group”) and the associated companies of Jilin Huasheng Trading Group from time to time), as suppliers in relation to the purchase of coal, corn kernels, corn starch and sugar syrup by the Group from Ruihao (Guangzhou) Group, DDT Supply Chain Group, Jilin Huasheng Trading Group, and their respective associated companies for the term commencing from 1 January 2025 and ending on 31 December 2027, the transactions contemplated thereunder and its expected annual caps of HK$1,508,000,000, HK$1,473,000,000 and HK$1,226,000,000 for each of the three years ending 31 December 2027, respectively, be and hereby approved and that any directors of the Company (the “Directors”) be and is hereby authorised to take any action and sign any document (under seal, if necessary) as he/she considers necessary, desirable or expedient in connection with the 2024 Master Purchase Agreement or the transactions contemplated thereunder and to agree to such variation, amendment or waiver as are, in the opinion of such Director, in the interests of the Company provided that such variation, amendment or waiver shall not be fundamentally different from the terms as provided in the 2024 Master Purchase Agreement.”

• For identification purposes only

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ORDINARY RESOLUTIONS		FOR	AGAINST
2.	“THAT the 2024 master sales agreement (the “2024 Master Sales Agreement”) (a copy of which has been produced to the Meeting marked “B” and signed by the chairman of the Meeting for the purpose of identification) dated 17 October 2024 entered into between the Company (for itself and on behalf of its subsidiaries from time to time), as supplier, Ruihao (Guangzhou) (for itself and on behalf of Ruihao (Guangzhou) Group and its associated companies from time to time), DDT Supply Chain (for itself and on behalf of DDT Supply Chain Group and its associated companies from time to time), and Jilin Huasheng Trading (for itself and on behalf of Jilin Huasheng Trading Group and its associated companies from time to time), as purchasers in relation to the purchase of corn starch and other corn refined products including but not limited to gluten meal, corn steep liquor, fibre-based feeds, corn oil and corn germ meals by Ruihao (Guangzhou) Group, DDT Supply Chain Group, Jilin Huasheng Trading Group, and their respective associated companies from the Group for the term commencing from 1 January 2025 and ending on 31 December 2027, the transactions contemplated thereunder and its expected annual caps of HK$1,140,000,000, HK$1,148,000,000 and HK$932,000,000 for each of the three years ending 31 December 2027, respectively, be and hereby approved and that any Directors be and is hereby authorised to take any action and sign any document (under seal, if necessary) as he/she considers necessary, desirable or expedient in connection with the 2024 Master Sales Agreement or the transactions contemplated thereunder and to agree to such variation, amendment or waiver as are, in the opinion of such Director, in the interests of the Company provided that such variation, amendment or waiver shall not be fundamentally different from the terms as provided in the 2024 Master Sales Agreement.”

Dated this __ day of __ 2024

Signature x ___ x (notes e to j)

Notes:

a. Full name(s) and address(es) are to be inserted in BLOCK CAPITAL LETTERS. The names of all joint registered holders should be stated.

b. Please insert the number of shares of the Company (“Shares”) registered in your name(s). If no number is inserted, this form of proxy will be deemed to relate to all the Shares registered in your name(s).

c. A proxy need not be a member of the Company. If you wish to appoint some person other than the chairman of the Meeting as your proxy, please delete the words “the chairman of the Meeting or” and insert the name and address of the person appointed in the space provided. A member of the Company entitled to attend and vote at the Meeting is entitled to appoint in written form one or, if he/she is the holder of two or more Shares, more proxies to attend and vote instead of him/her.

d. If you wish to vote for any of the resolutions set out above, please tick (“✓”) the boxes marked “For”. If you wish to vote against any of the resolutions, please tick (“✓”) the boxes marked “Against”. If the form returned is duly signed but without specific direction on any of the proposed resolutions, the proxy will vote or abstain at his/her discretion in respect of all resolutions; or if in respect of a particular proposed resolution there is no specific direction, the proxy will, in relation to that particular proposed resolution, vote or abstain at his/her discretion.

e. 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 Meeting personally or by proxy, that one of the said persons so present whose name stands first on the register in respect of such Share shall alone be entitled to vote in respect thereof.

f. The form of proxy must be signed by a Shareholder, or his attorney duly authorised in writing, or if the Shareholder is a corporation, either under its Common Seal or under the hand of an officer or attorney so authorised.

g. To be valid, this form of proxy together with any 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 (the “Registrar”) of 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong not less than 48 hours before the time fixed for holding of the Meeting (i.e. at or before 10:30 a.m. on Wednesday, 18 December 2024 (Hong Kong time)) or any adjournment thereof.

h. For the purpose of determining members who are qualified for attending the Meeting, the register of members of the Company will be closed from Tuesday, 17 December 2024 to Friday, 20 December 2024 (both days inclusive), during which period no transfer of the Shares will be effected. In order to qualify for attending the Meeting, all transfers of Shares accompanied by the relevant share certificates must be lodged with the Registrar at the above address by no later than 4:30 p.m. on Monday, 16 December 2024.

i. Delivery of an instrument appointing a proxy should not preclude a member from attending and voting in person at the Meeting or any adjournment thereof and in such event, the instrument appointing a proxy shall be deemed to be revoked.

j. Any alteration made to this form should be initialled by the person who signs the form.

PERSONAL INFORMATION COLLECTION STATEMENT

Your supply of your and your proxy’s (or proxies’) name(s) and address(es) is on a voluntary basis for the purpose of processing your request for the appointment of a proxy (or proxies) and your voting instructions for the Meeting of the Company (the “Purposes”). We may transfer your and your proxy’s (or proxies’) name(s) and address(es) to our agent, contractor, or third party service provider who provides administrative, computer and other services to us for use in connection with the Purposes and to such parties who are authorized by law to request the information or are otherwise relevant for the Purposes and need to receive the information. Your and your proxy’s (or proxies’) name(s) and address(es) will be retained for such period as may be necessary to fulfil the Purposes. Request for access to and/or correction of the relevant personal data can be made in accordance with the provisions of the Personal Data (Privacy) Ordinance and any such request should be in writing by mail to the Registrar at the above address.