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Global Corn Group Limited Proxy Solicitation & Information Statement 2026
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Proxy Solicitation & Information Statement
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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 in securities, bank manager, solicitor, professional accountant or other professional adviser.
If you have sold or transferred all your shares in Global Corn Group 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 CORN
GLOBAL CORN GROUP LIMITED
大成玉米集團有限公司*
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 03889)
GRANT OF THE NEW ISSUE MANDATE AND
THE REPURCHASE MANDATE,
RE-ELECTION OF DIRECTORS
AND
NOTICE OF ANNUAL GENERAL MEETING
A notice convening the Annual General Meeting of the Company to be held at Room 1, 14th Floor, Fairmont House, 8 Cotton Tree Drive, Central, Hong Kong at 10:00 a.m. on Wednesday, 24 June 2026 is set out on pages 16 to 20 of this circular.
Whether or not you intend to attend the Annual General Meeting, you are requested to complete and return the accompanying 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 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong as soon as possible and in any event no later than 48 hours before the time of the Annual General Meeting (i.e. at or before 10:00 a.m. on Monday, 22 June 2026) or any adjournment or postponement thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the Annual General Meeting or any adjournment or postponement thereof should you so wish and, in such event, the form of proxy shall be deemed to be revoked. For the avoidance of doubt, the treasury shares of the Company shall not be voted at the Annual General Meeting. All times and dates specified herein refer to Hong Kong local times and dates.
No refreshments or drinks will be served at the Annual General Meeting.
24 April 2026
- For identification purposes only
CONTENTS
Page
Definitions 1
Letter from the Board 3
Introduction 3
General mandate to repurchase Shares 4
General mandate to issue Shares 4
Re-election of Directors 5
Actions to be taken 5
Voting at the Annual General Meeting 6
Recommendations 6
Additional information 7
Miscellaneous 7
Appendix I — Explanatory Statement on the Repurchase Mandate 8
Appendix II — Details of the Directors proposed to be re-elected at the Annual General Meeting 13
Notice of Annual General Meeting 16
DEFINITIONS
In this circular, unless the context otherwise requires, the following expressions have the following meanings:
"AGM Notice"
the notice for convening the Annual General Meeting set out on pages 16 to 20 of this circular
"Annual General Meeting"
the annual general meeting of the Company to be convened and held at Room 1, 14th Floor, Fairmont House, 8 Cotton Tree Drive, Central, Hong Kong at 10:00 a.m. on Wednesday, 24 June 2026
"Articles of Association"
the articles of association of the Company currently in force
"Board"
the board of Directors
"CCASS"
the Central Clearing and Settlement System established and operated by HKSCC
"Companies Act"
the Companies Act, Chapter 22 (Act 3 of 1961, as consolidated and revised) of the Cayman Islands
"Company"
Global Corn Group Limited, a company incorporated in the Cayman Islands with limited liability, the shares of which are listed on the Stock Exchange (Stock Code: 03889)
"Director(s)"
the director(s) of the Company
"Group"
the Company and its subsidiaries
"HK$"
Hong Kong dollars, the lawful currency of Hong Kong
"HKSCC"
Hong Kong Securities Clearing Company Limited
"Hong Kong"
the Hong Kong Special Administrative Region of the People's Republic of China
"Latest Practicable Date"
16 April 2026, being the latest practicable date prior to the printing of this circular for ascertaining certain information herein
"Listing Rules"
the Rules Governing the Listing of Securities on the Stock Exchange
"New Issue Mandate"
a general and unconditional mandate proposed to be granted to the Directors to exercise the powers of the Company to allot, issue or otherwise deal (including any sale or transfer of the treasury shares out of treasury) with additional Shares or securities convertible into Shares up to a maximum of 20% of the total number of the issued Shares (excluding the treasury shares, if any) as at the date of passing the relevant resolution at the Annual General Meeting
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DEFINITIONS
“Registrar”
Tricor Investor Services Limited, the Company’s branch share registrar and transfer office in Hong Kong, whose office is at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong
“Repurchase Mandate”
a general and unconditional mandate proposed to be granted to the Directors to enable them to exercise the powers of the Company to repurchase the Shares, the total number of which shall not exceed 10% of the total number of the issued Shares (excluding the treasury shares, if any) as at the date of passing the relevant resolution at the Annual General Meeting, and to determine such Shares repurchased shall be held as the treasury shares of the Company or otherwise be cancelled
“RMB”
Renminbi, the lawful currency of the People’s Republic of China
“SFO”
the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)
“Share(s)”
ordinary share(s) of HK$0.1 each in the share capital of the Company
“Shareholder(s)”
holder(s) of the Share(s)
“Stock Exchange”
The Stock Exchange of Hong Kong Limited
“treasury shares”
has the meaning ascribed to them under the Listing Rules
“Takeovers Code”
the Codes on Takeovers and Mergers and Share Buy-backs
“%”
per cent.
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LETTER FROM THE BOARD
GLOBAL CORN
GLOBAL CORN GROUP LIMITED
大成玉米集團有限公司*
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 03889)
Executive Directors:
Mr. Wang Tieguang (Joint chairman)
Mr. Kong Zhanpeng (Joint chairman)
Mr. Li Fangcheng
Non-executive Director:
Mr. Tai Shubin
Independent non-executive Directors:
Ms. Li Guichen
Ms. Liu Ying
Mr. Lo Kwing Yu
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 1206, 12th Floor
The Metropolis Tower
10 Metropolis Drive
Hung Hom, Kowloon
Hong Kong
24 April 2026
To the Shareholders
Dear Sir or Madam,
GRANT OF THE NEW ISSUE MANDATE AND
THE REPURCHASE MANDATE,
RE-ELECTION OF DIRECTORS
AND
NOTICE OF ANNUAL GENERAL MEETING
INTRODUCTION
The primary purpose of this circular is to provide you with information regarding the resolutions to be proposed at the Annual General Meeting and to give you the AGM Notice. Resolutions to be proposed at the Annual General Meeting include ordinary resolutions relating to the proposed grant of the New Issue Mandate and the Repurchase Mandate and the re-election of Directors.
- For identification purpose only
LETTER FROM THE BOARD
GENERAL MANDATE TO REPURCHASE SHARES
At the annual general meeting held on 9 May 2025, a general mandate was given by the Company to the Directors to exercise the powers of the Company to repurchase Shares. Such mandate will lapse at the conclusion of the Annual General Meeting.
At the Annual General Meeting, an ordinary resolution will be proposed that the Directors be given a general and unconditional mandate to exercise all powers of the Company to repurchase issued Shares, up to a maximum of 10% of the total number of the issued Shares (excluding the treasury shares, if any) as at the date of the passing of the ordinary resolution approving the grant of the Repurchase Mandate subject to the Listing Rules. As at the Latest Practicable Date, the Company has 1,931,374,856 issued Shares (excluding the treasury shares, if any), assuming that there is no change in the issued Shares (excluding the treasury shares, if any) from the Latest Practicable Date up to the date of the Annual General Meeting, the maximum number of Shares which may be repurchased pursuant to the Repurchase Mandate as at the date of passing of the resolution of the Repurchase Mandate will be 193,137,485 Shares.
The Repurchase Mandate will expire: (a) at the conclusion of the next annual general meeting of the Company following the Annual General Meeting; (b) at the end of the period within which the Company is required by the Companies Act or the Articles of Association to hold its next annual general meeting; or (c) when revoked or varied by ordinary resolutions of the Shareholders in a general meeting prior to the next annual general meeting of the Company, whichever is the earliest.
An explanatory statement to provide the Shareholders with all the information reasonably necessary for them to make an informed decision in relation to this proposed resolution as required by the Listing Rules is set out in Appendix I to this circular.
GENERAL MANDATE TO ISSUE SHARES
At the Annual General Meeting, an ordinary resolution will also be proposed that the Directors be given a general and unconditional mandate to allot, issue or otherwise deal (including any sale or transfer of the treasury shares out of treasury) with the additional Shares or securities convertible into Shares of up to 20% of the total number of the issued Shares (excluding the treasury shares, if any) as at the date of the passing of the ordinary resolution approving the grant of the New Issue Mandate. As at the Latest Practicable Date, the issued share capital of the Company comprised 1,931,374,856 Shares. Subject to the passing of the proposed resolution approving the grant of the New Issue Mandate and on the basis that no further Shares will be allotted and issued or repurchased by the Company before the Annual General Meeting, the Company will be allowed under the New Issue Mandate to issue a maximum of 386,274,971 Shares.
The New Issue Mandate will expire: (a) at the conclusion of the next annual general meeting of the Company following the Annual General Meeting; (b) at the end of the period within which the Company is required by the Companies Act or the Articles of Association to hold its next annual general meeting; or (c) when revoked or varied by ordinary resolutions of the Shareholders in a general meeting prior to the next annual general meeting of the Company, whichever is the earliest.
LETTER FROM THE BOARD
In addition, an ordinary resolution will be proposed that the Directors be authorised to exercise the powers of the Company to allot, issue or otherwise deal (including any sale or transfer of the treasury shares out of treasury) with the Shares in a number equal to the total number of the issued Shares repurchased under the Repurchase Mandate.
RE-ELECTION OF DIRECTORS
According to article 104(A) of the Articles of Association, not less than one-third of the Directors shall retire from office by rotation at each annual general meeting of the Company. Any Director who retires under this article shall then be eligible for re-election as Director. Mr. Wang Tieguang, Mr. Li Fangcheng and Mr. Lo Kwing Yu (together, the “Retiring Directors”) will retire as Directors and, all being eligible, will offer themselves for re-election as Directors at the Annual General Meeting.
The nomination committee (the “Nomination Committee”) of the Company identifies individuals suitably qualified to become members of the Board and selects or makes recommendations to the Board on the selection of individuals nominated for directorship, the appointment or re-appointment of Directors. In recommending Mr. Lo Kwing Yu to stand for re-election as an independent non-executive Director, the Nomination Committee has assessed and reviewed the written confirmation of independence given by Mr. Lo Kwing Yu based on the independence criteria as set out in Rule 3.13 of the Listing Rules and is satisfied that he remains independent in accordance with Rule 3.13 of the Listing Rules.
Based on the board diversity policy adopted by the Company, the Nomination Committee has reviewed the structure, size and composition of the Board, the qualification, skills, experience, time commitment, contribution of the Retiring Directors and also considered that in view of the educational backgrounds and experiences of the Retiring Directors as set out in Appendix II to this circular, each of the Retiring Directors will bring valuable perspectives, knowledge, skills, experiences and independent views (in respect of Mr. Lo Kwing Yu) to the Board for its efficient and effective functioning and their appointments will contribute to the diversity (in particular in terms of skills) of the Board appropriate to the requirements of the Company’s business. The Nomination Committee has therefore made a recommendation to the Board, and the Board therefore proposes the re-election of each of the Retiring Directors at the Annual General Meeting.
Biographical information of each of the Retiring Directors is set out in Appendix II to this circular.
ACTIONS TO BE TAKEN
The AGM Notice is set out on pages 16 to 20 of this circular. At the Annual General Meeting, resolutions will be proposed to approve, among other matters, the following:
(a) to grant the Repurchase Mandate to the Directors;
(b) to grant the New Issue Mandate to the Directors;
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LETTER FROM THE BOARD
(c) to increase the number of the Shares or securities convertible into Shares that may be allotted, issued or otherwise dealt with (including any sale or transfer of the treasury shares out of treasury) under the New Issue Mandate by such number of additional Shares equal to the total number of the Shares repurchased under the Repurchase Mandate; and
(d) to approve the re-election of the Retiring Directors.
Enclosed with this circular is a form of proxy for use at the Annual General Meeting. Whether or not you intend to be present at the Annual General Meeting, you are requested to complete the form of proxy and return it to the Registrar in accordance with the instructions printed thereon not less than 48 hours before the time fixed for holding the Annual General Meeting (i.e. at or before 10:00 a.m. on Monday, 22 June 2026 (Hong Kong time)) or any adjournment or postponement thereof. Completion and delivery of the form of proxy will not prevent you from attending, and voting at, the Annual General Meeting or any adjournment or postponement thereof if you so wish and, in such event, the form of proxy shall be deemed to be revoked.
For determining the entitlement to attend and vote at the Annual General Meeting, the register of members of the Company will be closed from Thursday, 18 June 2026 to Wednesday, 24 June 2026, both days inclusive, during which no transfer of shares of the Company will be effected. In order to qualify for attendance at the Annual General Meeting, all transfers of Shares, accompanied by the relevant share certificates, must be lodged with the offices of the Company's branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong no later than 4:30 p.m. on Wednesday, 17 June 2026 for registration. The record date for determining the entitlement of the Shareholders to attend and vote at the Annual General Meeting will be Wednesday, 24 June 2026.
VOTING AT THE ANNUAL GENERAL MEETING
Pursuant to Rule 13.39(4) of the Listing Rules, all votes of Shareholders at the general meetings must be taken by poll. A resolution put to the vote at the Annual General Meeting shall be decided by way of a poll pursuant to article 75 of the Articles of Association. The treasury shares, if any, registered in the name of the Company, shall have no voting rights at the Annual General Meeting. For the avoidance of doubt, in respect of the treasury shares, if any, pending withdrawal from and/or transfer through CCASS (upon which such shares will cease to be classified as the treasury shares under the applicable laws), the Company shall procure its broker not to give any instructions to HKSCC to vote at general meetings of the Company for the treasury shares deposited with CCASS. An announcement on the poll vote results will be made by the Company after the Annual General Meeting in the manner prescribed under Rule 13.39(5) of the Listing Rules.
RECOMMENDATIONS
The Board considers that the resolutions to be proposed at the Annual General Meeting are in the best interests of the Company and the Shareholders as a whole and recommends the Shareholders to vote in favour of such resolutions at the Annual General Meeting.
LETTER FROM THE BOARD
ADDITIONAL INFORMATION
Your attention is drawn to the additional information set out in the appendices to this circular and the AGM Notice.
MISCELLANEOUS
The English text of this circular shall prevail over the Chinese text for the purpose of interpretation.
By order of the Board
Global Corn Group Limited
Wang Tieguang
Joint Chairman
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APPENDIX I
EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE
This appendix serves as an explanatory statement, as required by the Listing Rules, to provide the requisite information to enable you to make an informed decision as to whether to vote for or against the resolution to approve the grant of the Repurchase Mandate to the Directors.
- LISTING RULES RELATING TO THE REPURCHASE OF SHARES
The Listing Rules permit companies whose primary listing is on the Stock Exchange to repurchase their shares on the Stock Exchange subject to certain restrictions, the most important of which are summarised below. A company is empowered by its memorandum and articles of association to repurchase its own shares.
(a) Shareholders’ approval
The Listing Rules provide that all on-market shares repurchased by a company with its primary listing on the Stock Exchange must be approved in advance by an ordinary resolution, either by way of a general mandate or by specific approval with reference to a specific transaction.
(b) Source of funds
Repurchase must be paid out of funds legally available for the purpose and in accordance with the company’s memorandum and articles of association and the Companies Act. A listed company may not repurchase its own securities on the Stock Exchange for a consideration other than cash or for settlement otherwise than in accordance with the trading rules of the Stock Exchange. Under the Companies Act, repurchases by a company may only be made out of profits of the company or out of the proceeds of a fresh issue of shares made for the purpose, or, if so authorised by its memorandum and articles of association and subject to the provisions of the Companies Act, out of capital. Any premium payable on a redemption or purchase over the par value of the shares to be purchased must be provided for out of profits of the company or out of the company’s share premium account, or, if so authorised by its memorandum and articles of association and subject to the provisions of the Companies Act, out of capital.
(c) Trading restrictions
Where the securities to be repurchased by a company are shares, such shares must be fully paid shares.
APPENDIX I
EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE
2. SHARE CAPITAL
As at the Latest Practicable Date, the issued share capital of the Company comprised 1,931,374,856 Shares.
Subject to the passing of the proposed resolution for the grant of the Repurchase Mandate and on the basis that no further Shares will be allotted and issued or repurchased by the Company before the Annual General Meeting, the Company will be allowed under the Repurchase Mandate to repurchase a maximum of 193,137,485 Shares, representing 10% of the total number of Shares in issue (excluding the treasury shares, if any) as at the Latest Practicable Date.
Pursuant to the Repurchase Mandate, the Company may (i) cancel any repurchased Shares and/or (ii) hold such Shares as the treasury shares, subject to market conditions and the capital management needs of the Company at the relevant time when such repurchases of Shares are made.
For any treasury shares deposited with CCASS pending resale on the Stock Exchange, the Company shall, upon approval by the Board, implement the below interim measures which include (without limitation): (i) procuring its broker not to give any instructions to HKSCC to vote at general meetings of the Company for the treasury shares deposited with CCASS; (ii) in the case of dividends or distributions (if any and where applicable), withdrawing the treasury shares from CCASS, and either re-register them in its own name as the treasury shares or cancel them, in each case before the relevant record date for the dividends or distributions; and (iii) taking any other measures to ensure that it will not exercise any Shareholders' rights or receive any entitlements which would otherwise be suspended under the applicable laws if those Shares were registered in its own name as the treasury shares.
3. REASONS FOR THE REPURCHASE
The Directors believe that the Repurchase Mandate is in the best interests of the Company and the Shareholders as a whole. When exercising the Repurchase Mandate, the Directors may, subject to market conditions and the Company's capital management needs at the relevant time of the repurchases, resolve to cancel the Shares repurchased following settlement of any such repurchase or hold them as the treasury shares. Such repurchases for cancellation may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net asset value per Share and/or earnings per Share. On the other hand, Shares repurchased and held by the Company as the treasury shares may be resold on the market at market prices to raise funds for the Company, or transferred or used for other purposes, subject to compliance with the memorandum and articles of association of the Company and the applicable laws of the Cayman Islands and the Listing Rules. Share repurchases will only be made if the Directors believe that such repurchases will benefit the Company and the Shareholders as a whole.
APPENDIX I
EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE
4. FUNDING AND IMPACT OF REPURCHASES
When repurchasing the Shares, the Company may only apply funds legally available for such purpose in accordance with its memorandum and articles of association, the Listing Rules and the applicable laws of the Cayman Islands.
Taking into account the current working capital position of the Group, the Directors consider that, if the Repurchase Mandate were to be exercised in full, it might have a material adverse effect on the working capital and/or the gearing position of the Company as compared with the financial position of the Company as at 31 December 2025, being the date on which its latest published audited consolidated financial statements were made up. The Directors do not intend to make any repurchases to such an extent as would, in the circumstances, have a material adverse effect on the working capital requirements or the gearing position of the Company which in the opinion of the Directors are from time to time appropriate for the Company.
5. SHARE PRICES
The highest and lowest prices at which the Shares (excluding the treasury shares, if any) have been traded on the Stock Exchange in each of the twelve calendar months immediately preceding (and including) the Latest Practicable Date were as follows:
| | Highest
HK$ | Lowest
HK$ |
| --- | --- | --- |
| 2025 | | |
| April | 0.099 | 0.085 |
| May | 0.114 | 0.085 |
| June | 0.114 | 0.092 |
| July | 0.119 | 0.094 |
| August | 0.115 | 0.095 |
| September | 0.114 | 0.090 |
| October | 0.105 | 0.087 |
| November | 0.102 | 0.081 |
| December | 0.107 | 0.082 |
| 2026 | | |
| January | 0.095 | 0.076 |
| February | 0.097 | 0.079 |
| March | 0.100 | 0.085 |
| April (up to the Latest Practicable Date) | 0.093 | 0.086 |
APPENDIX I
EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE
6. EFFECT OF TAKEOVERS CODE AND MINIMUM PUBLIC HOLDING
If, as a result of a share repurchase made pursuant to the Repurchase Mandate, a Shareholder’s proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purposes of Rule 32 of the Takeovers Code. As a result, a Shareholder or a group of Shareholders acting in concert (as defined in the Takeovers Code) could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rules 26 and 32 of the Takeovers Code.
As at the Latest Practicable Date, according to the register of members kept by the Company pursuant to section 336 of the SFO and so far as is known to, or can be ascertained by the Directors after reasonable enquiry, (i) Mr. Wang Tieguang is interested in an aggregate of 638,393,876 Shares and underlying Shares through himself and his wholly-owned company, Rich Mark Profits Limited (“Rich Mark”), which comprised (a) 419,362,215 Shares, representing approximately 21.71% of the then existing issued Shares and (b) 219,031,661 underlying Shares (the “Conversion Shares A”) which may be issued at a conversion price of HK$0.1 per conversion share upon full conversion of the convertible bonds (the “Convertible Bonds”) issued by the Company to Mr. Wang Tieguang, adopting an illustrative exchange rate of HK$1.0 to RMB0.91311 (the “Illustrative Exchange Rate”) as announced by the People’s Bank of China on the date of issuance of the relevant Convertible Bonds to Mr. Wang Tieguang; (ii) Mr. Kong Zhanpeng is interested in an aggregate of 677,250,123 Shares and underlying Shares, which comprised (a) 359,654,215 Shares, representing approximately 18.62% of the then existing issued Shares and (b) 317,595,908 underlying Shares (the “Conversion Shares B”) which may be issued at a conversion price of HK$0.1 per conversion share upon full conversion of the Convertible Bonds issued by the Company to Mr. Kong Zhanpeng, adopting the Illustrative Exchange Rate; and (iii) Hong Kong Huasheng Company Limited (“Huasheng”) is interested in an aggregate of 680,384,764 Shares and underlying Shares, which comprised (a) 362,788,856 Shares, representing approximately 18.78% of the then existing issued Shares and (b) 317,595,908 underlying Shares (the “Conversion Shares C”, together with the Conversion Shares A and the Conversion Shares B, the “Conversion Shares”) which may be issued at a conversion price of HK$0.1 per conversion share upon full conversion of the Convertible Bonds held by Huasheng, adopting the Illustrative Exchange Rate.
On the basis of 1,931,374,856 Shares in issue as at the Latest Practicable Date and assuming (i) no further Shares will be allotted and issued or repurchased; and (ii) no Conversion Shares will be allotted and issued before the Annual General Meeting, if the Repurchase Mandate were exercised in full, the percentage shareholding in terms of the number of issued Shares in the Company of (a) Mr. Wang Tieguang, through himself and Rich Mark would in aggregate increase to approximately 24.13% of the then issued Shares; (b) Mr. Kong Zhanpeng would increase to approximately 20.69%; and (c) Huasheng would increase to approximately 20.87%.
On the basis of the shareholding interests of each of Mr. Wang Tieguang (including his interests held through Rich Mark), Mr. Kong Zhanpeng and Huasheng in the Company as at the Latest Practicable Date, the exercise of the Repurchase Mandate in full would not result in each of them becoming obliged to make a mandatory offer under Rule 26 of the Takeovers Code.
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APPENDIX I
EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE
The Directors are not aware of any other consequences which would arise under the Takeovers Code as a consequence of any repurchase pursuant to the Repurchase Mandate.
The Directors also have no intention to exercise the Repurchase Mandate to such an extent that will result in the number of Shares in the hands of the public falling below the prescribed minimum percentage of 25%.
- SECURITIES REPURCHASE MADE BY THE COMPANY
The Company had not purchased any of the Shares (whether on the Stock Exchange or otherwise) in the six months immediately preceding the Latest Practicable Date.
- STATEMENT OF DIRECTORS
None of the Directors or, to the best of their knowledge having made all reasonable enquiries, their close associates (as defined in the Listing Rules), have any present intention to sell any Shares to the Company if the Repurchase Mandate is approved at the Annual General Meeting and exercised.
The Directors confirm that (i) they will exercise the powers of the Company to make purchases of the Shares pursuant to the Repurchase Mandate in accordance with the Listing Rules, applicable laws of the Cayman Islands and the regulations set out in the memorandum and articles of association of the Company; and (ii) neither this explanatory statement nor the proposed share repurchase has unusual features.
As at the Latest Practicable Date, no core connected person of the Company has notified the Company that he/she/it has a present intention to sell any securities to the Company nor has such core connected person undertaken not to sell any of the securities held by him/her/it to the Company in the event that the Repurchase Mandate is granted.
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APPENDIX II
DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING
The following sets out the biographical information of the Directors eligible for re-election at the Annual General Meeting:
EXECUTIVE DIRECTORS
Mr. Wang Tieguang
Mr. Wang, aged 60, has over 32 years of extensive experience in sales and marketing. Mr. Wang holds a bachelor's degree in economics from Heilongjiang University. Mr. Wang was an executive director of Global Bio-chem Technology Group Company Limited, a company incorporated in the Cayman Islands with its shares listed on the Stock Exchange (Stock Code: 00809), from September 2000 to September 2010.
As at the Latest Practicable Date, Mr. Wang Tieguang is interested in an aggregate of 638,393,876 Shares and underlying Shares through himself and his wholly-owned company, Rich Mark, which comprised (a) 402,918,215 Shares directly held by Mr. Wang; (b) 16,444,000 Shares held by Rich Mark; and (c) 219,031,661 Conversion Shares A which may be issued at a conversion price of HK$0.1 per conversion share upon full conversion of the Convertible Bonds with a principal amount of RMB20,000,000 held by Mr. Wang, adopting the Illustrative Exchange Rate.
Save as disclosed above, Mr. Wang does not have any other interest in the Shares or underlying shares in the Company or its associated corporations within the meaning of Part XV of the SFO. Mr. Wang has not held any directorship in other listed public companies in Hong Kong or overseas during the three years immediately before his appointment or any other major appointments and qualifications. Mr. Wang is not related to any Directors, senior management of the Company or substantial or controlling Shareholders.
Mr. Wang has entered into a service contract with the Company for an initial term of one year commencing from 28 December 2023, which shall be renewable automatically for successive terms of one year unless terminated by (i) written notice served by either party during the initial term with a notice period equivalent to the remaining term of his appointment, which, in any event, shall not be less than three months; or (ii) at least three months' written notice served by either party at any time after the initial term. Under the service contract, Mr. Wang is entitled to a monthly salary of HK$50,000. The remuneration of Mr. Wang is determined by the Board with reference to his duties, responsibilities, performance and results of the Group.
Mr. Li Fangcheng
Mr. Li, aged 36, graduated from the Applied Technology College of Jilin University in July 2011, majoring in sales and marketing. Mr. Li has over 14 years of experience in diversified industry development and innovation management. Mr. Li has been working at 吉林省華生交電集團有限公司 (Jilin Province Huasheng Jiaodian Group Company Limited) as the vice chairman since October 2011. Concurrently, since January 2018 and November 2023, respectively, Mr. Li has also been serving as the director of Huasheng, one of the substantial Shareholders, and the deputy general manager of 吉林省華生商貿有限公司 (Jilin Province Huasheng Trading Company Limited) ("Jilin Huasheng"), the sole shareholder of Huasheng.
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APPENDIX II
DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING
As at the Latest Practicable Date, Mr. Li holds 1.0% equity interest in Jilin Huasheng, which is the sole shareholder of Huasheng, one of the substantial Shareholders. 99.0% of the equity interest in Jilin Huasheng is held by Mr. Li Tingsheng, who is the father of Mr. Li. As at the Latest Practicable Date, Huasheng holds 362,788,856 Shares and Convertible Bonds with a principal amount of RMB29,000,000, which, upon full conversion, may be converted into 317,595,908 Conversion Shares C at a conversion price of HK$0.1 per conversion share adopting the Illustrative Exchange Rate. Save as disclosed above, as at the Latest Practicable Date, Mr. Li has no other interests 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 above, as at the Latest Practicable Date, Mr. Li does not (i) hold any other position with the Company or its subsidiaries; (ii) hold any directorship in any other public companies, the securities of which are listed on any securities market in Hong Kong or overseas in the last three years; and (iii) have any relationship with any Directors, senior management of the Company, substantial or controlling Shareholders.
Mr. Li has entered into a service contract with the Company in respect of his appointment as the executive Director commencing from 5 June 2024, for an initial term of one year, automatically renewable 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. Pursuant to the service contract, Mr. Li will be entitled to a monthly salary of HK$50,000. The remuneration of Mr. Li is determined by the Board with reference to his duties, responsibilities, performance and results of the Group.
INDEPENDENT NON-EXECUTIVE DIRECTOR
Mr. Lo Kwing Yu
Mr. Lo, aged 62, holds a bachelor's degree in law and economics from the University of Keele, the United Kingdom. Mr. Lo is a solicitor and has been in private practice in Hong Kong since 1995. He was first admitted as a solicitor in England and Wales and then admitted as solicitor of the Supreme Court of Hong Kong and of the Eastern Caribbean Supreme Court in the Territory in the Virgin Islands. Mr. Lo is a partner of Messrs. Ho and Ip. He has been appointed as an independent non-executive director of Newtrend Group Holding Co., Ltd. (Stock Code: 02573, the shares of which are listed on the Main Board of the Stock Exchange) since 21 June 2024.
Mr. Lo has been appointed as an independent non-executive Director since 3 March 2014 and has served more than nine years in the Board. The Company has received from Mr. Lo the annual confirmation of his independence taking into account the factors set out in Rule 3.13 of the Listing Rules and the Board is satisfied that he remains independent with reference to the guidelines set out therein. With his professional qualifications and experience, as well as his in-depth understanding of the Company's operations and business, Mr. Lo has exercised independent judgement and provided objective advice to the Company throughout his directorship with the Company in the past years. The Board considers that the long service of Mr. Lo would not affect his continuous exercise of independent judgement, and is satisfied that Mr. Lo has the required character, integrity, knowledge, skills and experience to continue to discharge his duties as an independent non-executive Director.
APPENDIX II
DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING
As at the Latest Practicable Date, Mr. Lo does 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 above, Mr. Lo had not held any directorship in other listed public companies in Hong Kong or overseas during the three years immediately before his appointment or any other major appointments and qualifications. Mr. Lo is not related to any Directors, senior management of the Company or substantial or controlling Shareholders.
Mr. Lo has been appointed as an independent non-executive Director for an initial term of two years commencing from 3 March 2014, renewable automatically for successive term of one year each commencing from the next day after the expiry of the then current term of appointment, unless terminated by not less than three months' written notice served by either party at any time during the then existing term. Unless determined otherwise, Mr. Lo shall be paid a Director's fee of HK$240,000 per annum. The Director's fee of Mr. Lo is determined by the Board with reference to his duties, responsibilities, performance and results of the Group.
GENERAL
Save as disclosed above, 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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NOTICE OF ANNUAL GENERAL MEETING
GLOBAL CORN
GLOBAL CORN GROUP LIMITED
大成玉米集團有限公司*
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 03889)
NOTICE IS HEREBY GIVEN that the annual general meeting (the "Annual General Meeting") of Global Corn Group Limited (the "Company") will be held at 10:00 a.m. on Wednesday, 24 June 2026 at Room 1, 14th Floor, Fairmont House, 8 Cotton Tree Drive, Central, Hong Kong for the purpose of considering and, if thought fit, passing (with or without amendments) the following resolutions:
ORDINARY RESOLUTIONS
- to receive and approve the audited consolidated financial statements and the reports of the directors (the "Directors") and the auditor (the "Auditor") of the Company for the year ended 31 December 2025;
- each as a separate resolution, to re-elect Mr. Wang Tieguang, Mr. Li Fangcheng and Mr. Lo Kwing Yu as Directors and to authorise the board (the "Board") of Directors to fix the Directors' remuneration; and
- to re-appoint the Auditor and to authorise the Board to fix the Auditor's remuneration;
and, as further ordinary business, to consider and, if thought fit, pass the following resolutions as ordinary resolutions (with or without modifications) respectively:
4. "THAT:
(a) subject to paragraph (c) below, pursuant to the Rules Governing the Listing of Securities (the "Listing Rules") on The Stock Exchange of Hong Kong Limited (the "Stock Exchange"), the exercise by the Directors during the Relevant Period (as defined below) of all the powers of the Company to allot, issue and otherwise deal with (including any sale or transfer of the treasury shares (which shall have the meaning ascribed to them under the Listing Rules) (the "treasury shares") out of treasury if permitted under the Listing Rules) additional shares in the capital of the Company or securities convertible into shares of the Company, and to make or grant offers, agreements and options, including warrants to subscribe for the shares in the Company, which might require the exercise of such powers, subject to and in accordance with all applicable laws, rules and regulations, be and the same is hereby generally and unconditionally approved;
- For identification purposes only
NOTICE OF ANNUAL GENERAL MEETING
(b) the approval in paragraph (a) above shall authorise the Directors during the Relevant Period (as defined below) to make or grant offers, agreements and options (including warrants, bonds and debentures convertible into shares in the Company), which might require the exercise of such powers during or after the end of the Relevant Period (as defined below);
(c) the total number of shares in the share capital of the Company allotted, and issued or agreed conditionally or unconditionally to be allotted and issued (whether pursuant to option or otherwise) by the Directors (including any sale or transfer of treasury shares out of treasury) pursuant to the approval in paragraph (a) above, otherwise than pursuant to (i) a Rights Issue (as defined below); or (ii) the exercise of any options granted under the share option scheme of the Company; or (iii) any scrip dividend or similar arrangements providing for the allotment and issue of the shares in the Company in lieu of the whole or part of a dividend on the shares in the Company in accordance with the memorandum and articles of association of the Company in force from time to time; or (iv) any issue of the shares in the Company upon the exercise of rights of subscription or conversion under the terms of any warrants of the Company or any securities which are convertible into the shares in the Company shall not exceed the aggregate of:
(i) 20% of the total number of the issued shares (excluding the treasury shares, if any) of the Company on the date of the passing of this resolution (subject to adjustment in the case of any consolidation or subdivision of shares of the Company after the date of passing this resolution); and
(ii) (if the Directors are so authorised by a separate ordinary resolution of the shareholders of the Company (the "Shareholders")) the total number of shares in the share capital of the Company repurchased by the Company subsequent to the passing of this resolution (up to a maximum equivalent to 10% of the total number of the issued shares (excluding the treasury shares, if any) of the Company on the date of the passing of this resolution),
and the authority pursuant to paragraph (a) of this resolution shall be limited accordingly; and
(d) for the purposes of this resolution:
"Relevant Period" means the period from the date of the passing of this resolution until whichever is the earliest of:
(i) the conclusion of the next annual general meeting of the Company;
(ii) the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company, the Companies Act, Chapter 22 (Act 3 of 1961, as consolidated and revised) of the Cayman Islands (the "Companies Act") or any other applicable laws of the Cayman Islands to be held; and
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NOTICE OF ANNUAL GENERAL MEETING
(iii) the passing of an ordinary resolution by the Shareholders in general meeting revoking or varying the authority given to the Directors by this resolution;
"Rights Issue" means an offer of the shares in the Company, or offer or issue of warrants, options or other securities giving rights to subscribe for the shares in the Company open for a period fixed by the Directors to holders of the shares on the Company's register of members on a fixed record date in proportion to their then holdings of shares (subject to such exclusion or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements, or having regard to any restrictions or obligations under the laws of, or the requirements of, or the expense or delay which may be involved in determining the existence or extent of any restrictions or obligations under the laws of, or the requirements of, any jurisdiction outside Hong Kong or any recognised regulatory body or any stock exchange outside Hong Kong).
5. "THAT:
(a) subject to paragraph (b) below, the exercise by the Directors during the Relevant Period (as defined below) of all powers of the Company to purchase the shares in the capital of the Company on the Stock Exchange or any other stock exchange on which the shares in the Company may be listed and recognised by the Securities and Futures Commission of Hong Kong (the "SFC") and the Stock Exchange for such purpose, if permitted under the Listing Rules, to determine whether such shares repurchased shall be held as the treasury shares by the Company or otherwise be cancelled, subject to and in accordance with the rules and regulations of the SFC, the Stock Exchange, the Companies Act and all other applicable laws in this regard, be and the same is hereby generally and unconditionally approved;
(b) the aggregate number of the shares in the Company which may be purchased or agreed to be purchased by the Company pursuant to the approval in paragraph (a) above during the Relevant Period (as defined below) shall not exceed 10% of the total number of the issued shares (excluding the treasury shares, if any) of the Company as at the date of the passing of this resolution (subject to adjustment in the case of any consolidation or subdivision of shares of the Company after the date of passing this resolution), and the authority pursuant to paragraph (a) of this resolution shall be limited accordingly; and
(c) for the purposes of this resolution, the "Relevant Period" means the period from the date of the passing of this resolution until whichever is the earliest of:
(i) the conclusion of the next annual general meeting of the Company;
(ii) the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company, the Companies Act or any other applicable laws of the Cayman Islands to be held; and
(iii) the passing of an ordinary resolution by the Shareholders in general meeting revoking or varying the authority given to the Directors by this resolution.
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NOTICE OF ANNUAL GENERAL MEETING
- "THAT conditional on the passing of resolutions numbered 4 and 5 above, the general mandate granted to the Directors to allot, issue and otherwise deal with additional shares of the Company (including any sale or transfer of the treasury shares out of treasury if permitted under the Listing Rules) or securities convertible into shares of the Company and to make or grant offers, agreements, and options which might require the exercise of such powers pursuant to resolution numbered 4 above be and is hereby extended by the addition to the total number of the shares in the capital of the Company which may be allotted, issued and dealt with or agreed conditionally or unconditionally to be allotted, issued and dealt with (or the treasury shares sold or transferred out of treasury) by the Directors pursuant to or in accordance with such general mandate of an amount representing the aggregate number of shares in the share capital of the Company purchased by the Company pursuant to or in accordance with the authority granted pursuant to resolution numbered 5 above, provided that such amount shall not exceed 10% of the total number of shares of the Company in issue (excluding the treasury shares, if any) as at the date of passing the resolution (subject to adjustment in the case of any consolidation or subdivision of shares of the Company after the date of passing this resolution)."
By order of the Board
Global Corn Group Limited
Wang Tieguang
Joint Chairman
Hong Kong, 24 April 2026
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 1206, 12th Floor
The Metropolis Tower
10 Metropolis Drive
Hung Hom, Kowloon
Hong Kong
Notes:
-
A member entitled to attend and vote at the Annual General 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/her stead. A proxy need not be a member of the Company.
-
To be valid, the form of proxy together with a power of attorney or other authority, if any, under which it is signed or a certified copy of such power or authority must be deposited at the offices of the Company's branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong no later than 48 hours before the time of the Annual General Meeting (i.e. at or before 10:00 a.m. on Monday, 22 June 2026 (Hong Kong time)) or any adjournment or postponement thereof.
NOTICE OF ANNUAL GENERAL MEETING
-
For determining the entitlement to attend and vote at the Annual General Meeting, the register of members of the Company will be closed from Thursday, 18 June 2026 to Wednesday, 24 June 2026, both days inclusive, during which no transfer of shares of the Company will be effected. In order to qualify for attendance at the Annual General Meeting, all transfers of shares of the Company, accompanied by the relevant share certificates, must be lodged with the Company's branch share registrar and transfer office in Hong Kong at the address stated in note 2 above no later than 4:30 p.m. on Wednesday, 17 June 2026 for registration. The record date for determining the entitlement of the Shareholders to attend and vote at the Annual General Meeting will be Wednesday, 24 June 2026.
-
In relation to the proposed resolutions numbered 4 and 6 above, approval is being sought from the Shareholders for the grant to the Directors of a general mandate to authorise the allotment and issue (including any sale or transfer of the treasury shares (which shall have the meaning ascribed to them under the Listing Rules) if permitted under the Listing Rules) of shares in the capital of the Company under the Listing Rules. The Directors have no immediate plans to issue any new shares of the Company other than the shares of the Company which may fall to be issued upon the exercise of options granted under the share option scheme of the Company or otherwise or any scrip dividend scheme of the Company which may be approved by the Shareholders.
-
In relation to the proposed resolution numbered 5 above, the Directors wish to state that they will exercise the powers conferred thereby to purchase the shares of the Company in circumstances which they deem appropriate for the benefit of the Shareholders. An explanatory statement containing the information necessary to enable the Shareholders to make an informed decision to vote on the proposed resolution as required by the Listing Rules is set out in an appendix to the circular of the Company to be published on the websites of the Stock Exchange and the Company.
-
No refreshments or drinks will be served at the Annual General Meeting.
-
If a Typhoon Signal No. 8 or above is hoisted or a Black Rainstorm Warning Signal is in force at or at any time after 8:00 a.m. on the date of the Annual General Meeting, the Annual General Meeting will be adjourned or postponed in accordance with the articles of association of the Company. The Company will post an announcement on the websites of the Stock Exchange and the Company to notify Shareholders of the date, time and place of the rescheduled Annual General Meeting.
The Annual General Meeting will be held as scheduled when an Amber or Red Rainstorm Warning Signal is in force. Shareholders should decide on their own whether they would attend the Annual General Meeting under bad weather condition bearing in mind their own situation.
As at the date of this notice, the Board comprises three executive Directors, namely, Mr. Wang Tieguang, Mr. Kong Zhanpeng and Mr. Li Fangcheng; one non-executive Director, namely, Mr. Tai Shubin; and three independent non-executive Directors, namely, Ms. Li Guichen, Ms. Liu Ying and Mr. Lo Kwing Yu.
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