Global Sweeteners : Announcements and Notices - Revised Notice of the Annual General Meeting

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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)

REVISED NOTICE OF THE ANNUAL GENERAL MEETING

Reference is made to (i) the circular (the "AGM Circular") of Global Sweeteners Holdings Limited (the "Company"); and (ii) the notice (the "Original AGM Notice") of the annual general meeting (the "AGM") of the Company both published on 17 April 2019.

NOTICE IS HEREBY GIVEN that the rescheduled AGM of the Company will be held at 10:30 a.m. on Friday, 28 June 2019 at Jade Room, 6th Floor, The Marco Polo Hongkong Hotel, Harbour City, No. 3 Canton Road, Tsimshatsui, Kowloon, Hong Kong for the following purposes:

1.to receive and approve the audited consolidated financial statements and the reports of the directors ("Directors") of the Company and the auditors ("Auditors") of the Company for the year ended 31 December 2018;

2.each as separate resolution, to re-elect the retiring Directors and to authorise the board ("Board") of Directors to fix the Directors' remuneration;

3.to re-appoint the Auditors and to authorise the board of Directors to fix their remuneration;

and, as further ordinary business, to consider and, if thought fit, pass the following resolutions as ordinary resolutions (with or without modifications) respectively:

*For identification purpose only

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ORDINARY RESOLUTIONS

4."THAT:

(a)subject to paragraph (c) below, pursuant to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, the exercise by the Directors during the Relevant Period of all the powers of the Company to allot, issue and deal with the unissued shares in the capital of the Company and to make or grant offers, agreements and options, including warrants to subscribe for shares in the Company, which might require the exercise of such powers be and the same is hereby generally and unconditionally approved;

(b)the approval in paragraph (a) above shall authorise the Directors during the Relevant Period to make or grant offers, agreements and options, including warrants to subscribe for shares in the Company, which might require the exercise of such powers after the end of the Relevant Period;

(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 pursuant to the approval in paragraph (a) above, otherwise than pursuant to (i) a Rights Issue; 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 shares in the Company in lieu of the whole or part of a dividend on shares in the Company in accordance with the articles of association of the Company in force from time to time; or (iv) any issue of 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 shares in the Company shall not exceed the aggregate of:

(i)20% of the total number of issued shares of the Company on the date of the passing of this resolution; and

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(ii)(if the Directors are so authorised by a separate ordinary resolution of the shareholders of the Company) 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 issued shares 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 AGM of the Company;

(ii)the expiration of the period within which the next AGM of the Company is required by the articles of association of the Company, the Companies Law, Chapter 22 (Law 3 of 1961, as consolidated and revised) of the Cayman Islands or any other applicable law of the Cayman Islands to be held; and

(iii)the passing of an ordinary resolution by the shareholders of the Company in general meeting revoking or varying the authority given to the Directors by this resolution;

"Rights Issue" means an offer of shares in the Company, or offer or issue of warrants, options or other securities giving rights to subscribe for shares in the Company open for a period fixed by the Directors to holders of 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)."

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5."THAT:

(a)subject to paragraph (b) below, the exercise by the Directors during the Relevant Period of all powers of the Company to purchase shares in the capital of the Company on The Stock Exchange of Hong Kong Limited ("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 ("SFC") and the Stock Exchange for such purpose, and otherwise in accordance with the rules and regulations of the SFC, the Stock Exchange, the Companies Law, Chapter 22 (Law 3 of 1961, as consolidated and revised) of the Cayman Islands ("Companies Law") and all other applicable laws in this regard, be and the same is hereby generally and unconditionally approved;

(b)the aggregate nominal amount of shares in the Company which may be purchased or agreed to be purchased by the Company pursuant to the approval in paragraph (a) during the Relevant Period shall not exceed 10% of the aggregate nominal amount of the issued share capital of the Company as at the date of the passing of this resolution and the authority pursuant to paragraph

(a)of this resolution shall be limited accordingly; and

(c)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 AGM of the Company;

(ii)the expiration of the period within which the next AGM of the Company is required by the articles of association of the Company, the Companies Law or any other applicable law of the Cayman Islands to be held; and

(iii)the passing of an ordinary resolution by the shareholders of the Company in general meeting revoking or varying the authority given to the Directors by this resolution."

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6."THAT conditional on the passing of resolutions numbered 4 and 5 above, the general mandate granted to the Directors pursuant to paragraph (a) of resolution numbered 4 above be and it is hereby extended by the addition to the total number of shares in the capital of the Company which may be allotted or agreed conditionally or unconditionally to be allotted by the Directors pursuant to or in accordance with such general mandate of an amount representing the total number of shares in the share capital of the Company purchased by the Company pursuant to or in accordance with the authority granted under paragraph (a) of resolution numbered 5 above."

	By Order of the Board
	Global Sweeteners Holdings Limited
	Zhang Zihua
	Acting Chairman
Hong Kong, 20 May 2019
Registered office:	Head office and principal place
Cricket Square	of business in Hong Kong:
Hutchins Drive	Suites 2202-4
PO Box 2681	22nd Floor
Grand Cayman KY1-1111	Tower 6, The Gateway
Cayman Islands	9 Canton Road
	Tsimshatsui, Kowloon
	Hong Kong

Notes:

1.A member entitled to attend and vote at the meeting convened by the above notice is entitled to appoint one or more proxies to attend and, subject to the provisions of the articles of association of the Company, vote in his stead. A proxy need not be a member of the Company.

2.To be valid, the revised form of proxy together with a power of attorney or other authority, if any, under which it is signed or a notarially certified copy of such power or authority must be deposited at the offices of the Company's Hong Kong branch share registrar, Tricor Investor Services Limited at Level 22, Hopewell Centre, 183 Queen's Road East, Hong Kong no later than 48 hours before the time of the meeting (i.e. at or before 10:30 a.m. on 26 June 2019 (Hong Kong time)) or any adjournment thereof.

3.The register of members of the Company will be closed from 25 June 2019 to 28 June 2019, both days inclusive, during which no transfer of shares will be effected. In order to qualify for the attendance at the rescheduled AGM, all transfers of shares, accompanied by the relevant share certificates, must be lodged with the Company's branch registrar in Hong Kong at the address stated in note 2 above no later than 4:30 p.m. on 24 June 2019 for registration.

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