Global Sweeteners : Circulars - Grant of the New Issue Mandate and the Repurchase Mandate,re-election of Directors and Notice of Annual General Meeting

17 April 2019

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 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)

GRANT OF THE NEW ISSUE MANDATE AND

THE REPURCHASE MANDATE,

RE-ELECTION OF DIRECTORS

AND

NOTICE OF ANNUAL GENERAL MEETING

A notice of the Annual General Meeting of the Company to be held at Jade Room, 6th Floor, The Marco Polo Hongkong Hotel, Harbour City, No. 3 Canton Road, Tsimshatsui, Kowloon, Hong Kong on Wednesday, 22 May 2019 at 10:30 a.m. is set out on pages 14 to 19 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 Level 22, Hopewell Centre, 183 Queen's Road East, 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 10:30 a.m. on 20 May 2019 (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 Annual General Meeting or any adjournment thereof should you so wish.

* for identification purposes only

CONTENTS

	Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board
Introduction . . . . . . . . . . . . . . . . . . . . . . . .	3
General mandate to repurchase shares . . . . . . . . . . . . . . .	4
General mandate to issue shares . . . . . . . . . . . . . . . . .	4
Re-election of Directors . . . . . . . . . . . . . . . . . . . .	5
Actions to be taken . . . . . . . . . . . . . . . . . . . . . .	6
Voting at the Annual General Meeting . . . . . . . . . . . . . .	6
Recommendations . . . . . . . . . . . . . . . . . . . . . .	7
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 . . . . . . . . . . . .	12
Notice of Annual General Meeting . . . . . . . . . . . . . . . . . .	14

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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 14 to 19 of this circular
"Annual General Meeting"	the annual general meeting of the Company to be convened
	and held on Wednesday, 22 May 2019 at 10:30 a.m. at Jade
	Room, 6th Floor, The Marco Polo Hongkong Hotel, Harbour
	City, No. 3 Canton Road, Tsimshatsui, Kowloon, Hong
	Kong
"Board"	the board of Directors
"Companies Law"	the Companies Law, Chapter 22 (Law 3 of 1961, as
	consolidated and revised) of the Cayman Islands
"Company"	G l o b a l S w e e t e n e r s H o l d i n g s L i m i t e d , a c o m p a n y
	incorporated in the Cayman Islands with limited liability,
	the Shares of which are listed on the Stock Exchange
"Director(s)"	the director(s) of the Company
"GBT"	Global Bio-chem Technology Group Company Limited, a
	company incorporated in the Cayman Islands with limited
	liability, the shares of which are listed on the Stock
	Exchange
"Group"	the Company and its subsidiaries
"Hong Kong"	the Hong Kong Special Administrative Region of the
	People's Republic of China
"Latest Practicable Date"	11 April 2019, 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

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	DEFINITIONS
"New Issue Mandate"	a general and unconditional mandate proposed to be granted
	to the Directors to exercise the power of the Company to
	allot, issue or otherwise deal with Shares up to a maximum
	of 20% of the total number of issued shares of the Company
	as at the date of passing the relevant resolution at the
	Annual General Meeting
"Registrar"	Tricor Investor Services Limited, the Company's branch
	share registrar and transfer office in Hong Kong, whose
	office is at Level 22, Hopewell Centre, 183 Queen's Road
	East, Hong Kong
"Repurchase Mandate"	a general and unconditional mandate proposed to be granted
	to the Directors to enable them to repurchase Shares, the
	total number of shares of the Company which shall not
	exceed 10% of the total number of issued shares of the
	Company as at the date of passing the relevant resolution at
	the Annual General Meeting
"SFO"	the Securities and Futures Ordinance (Chapter 571 of the
	Laws of Hong Kong)
"Share(s)"	ordinary share(s) of HK$0.10 each in the share capital of the
	Company
"Shareholder(s)"	holder(s) of Share(s)
"Stock Exchange"	The Stock Exchange of Hong Kong Limited
"Takeovers Code"	the Hong Kong Code on Takeovers and Mergers
"HK$" and "cents"	Hong Kong dollars and cents, respectively, the lawful
	currency of Hong Kong
"%"	per cent.

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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 Director:	Registered office:
Mr. Zhang Zihua	Cricket Square
	Hutchins Drive
Independent non-executive Directors:	PO Box 2681
Mr. Fong Wai Ho	Grand Cayman KYl-1111
Mr. Lo Kwing Yu	Cayman Islands
Mr. Wang Wenquan
	Head office and principal place
	of business in Hong Kong:
	Suites 2202-4
	22nd Floor
	Tower 6, The Gateway
	9 Canton Road
	Tsimshatsui, Kowloon
	Hong Kong

17 April 2019

To the Shareholders

Dear Sir or Madam,

GRANT OF NEW ISSUE MANDATE AND

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 notice of the

*  for identification purposes only

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