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Company Information
Sweet China Plc is an AIM listed confectionery Company marketing confectionery
products through its subsidiary Essential Box Confectionery Ltd Country of Incorporation Details of Directors and Company advisors Directors
Martin Frost joined the Board of Sweet China on 3 August 2005 as the Executive Deputy Chairman. He has extensive experience of global consumer businesses gained with the Unilever Group, PepsiCo, Inc. and The Seagram Company Ltd. At Seagram, which was acquired by Vivendi Universal S.A. in 2000, Martin Frost was President and Chief Executive Officer of Seagram Europe, Middle East and Africa. During his career, he has been involved with global brand marketing, in business turnarounds and in fostering and pursuing the growth objectives of those companies with which he has been associated. Martin Frost is currently chairman of GX-Laboratories Limited and Chairman of Lil-Lets UK Limited.
David Zulman is currently the executive chairman of Ashbury Chocolates Limited, a manufacturer of mass market and premium chocolates and toffees, for branded and private label customers. David founded Ashbury Confectionery Limited in 1988, establishing it as a supplier to the main-stream UK chocolate market, as well as the private label and contract manufacture chocolate market, leaving the company in 1997. From 1997 to 1999 he was managing director of South Africa’s largest confectionery company, Beacon Sweets & Chocolates (Pty) Ltd. In April 2000 David founded the South African import company, Galleway Foods (Pty) Ltd., where he is on the board as a non-executive director. Galleway Foods (Pty) Ltd. imports major branded confectionery and snacks from around the world, for sale in Southern African markets. He was also previously a non-executive director of BestSweet Inc, a USA hard candy and nutraceuticals manufacturing, confectionery company. David returned to Ashbury Confectionery Limited in 2003, which in 2006 had turnover in excess of £23 million. At the end of 2007 Ashbury Confectionery experienced financial problems and was restructured to form Ashbury Chocolates Limited with David’s assistance.
Christopher Cleverly is the founding chairman of Event Data Correlation Limited which, since the company was incorporated in July 2003, has specialised in technology solutions for the gaming industry. This company was sold in June 2005 to Global Gaming Technologies plc, an AIM listed company of which Christopher was a non-executive director. Between 1991 and 2001 Christopher was a practising barrister. In 1996 he founded Trafalgar Chambers and was described by The Sunday Times as the youngest head of chambers in the last century. In 2002 Christopher invented, developed and marketed the high energy guarana ‘Goco’ chocolate bar. Prior to founding Sweet China, Christopher was a consultant for EBUK. Corporate governance and internal controls The Board recognises the importance of sound corporate governance whilst taking into account the size and nature of the Company. The Directors believe that the Company has adopted policies and procedures which reflect the Principles of Good Governance and Code of Best Practice, as published by the Committee on Corporate Governance (commonly known as “the Combined Code”), as are appropriate to a company of its present size. The Board will take such measures, so far as is practicable, to comply with the Combined Code. Pursuant to the Acquisition Agreement, the Company has agreed that Ian Walker is entitled to nominate a representative to attend the Board meetings as an observer without any voting rights. Such right shall continue until such time as the Company completes a further acquisition. An audit committee consisting of David Zulman (Chairman) and Martin Frost (Deputy Chairman) was established in December 2005. The audit committee meets at least twice a year to consider the appointment and fees of the external auditors and discuss the scope of the audit and its findings. The committee is also responsible for monitoring compliance with accounting and legal requirements and for reviewing the annual and interim financial statements prior to their submission for approval by the Board. In view of the size of the Enlarged Group a remuneration committee has not currently been established and remuneration policy is dealt with by the full Board. It is intended that a remuneration committee will be formed following Completion. The committee’s role will be to consider and approve the remuneration and benefits of the Executive Directors. A nominations committee is not considered appropriate because of the current size of the Board and the Group but all appointments or potential appointments are fully discussed by all Board members. The Board is responsible for establishing and maintaining the Enlarged Group’s system of internal control and places importance on maintaining a strong control environment. The key procedures which the Directors have established with a view to providing effective internal control are as follows: • the Group’s organisational structure has clear lines of responsibility; • the Board is responsible for identifying the major business risks faced by the Group and for determining the appropriate courses of action to manage those risks; • responsibility for all major decisions, such as project expenditure, is retained by the Board and decisions are taken by the Board as a whole; • the Group prepares an annual budget that is approved by the Board; monthly results are reported against the budget and variances are monitored by the Directors; and • all significant payments approved by at least two Directors. Following Completion the existing controls will be extended to incorporate the Enlarged Group in order that the Board can monitor the performance of the Enlarged Group: • The Board will review monthly management accounts which highlight the key financial data required to monitor the financial position and prospects of the Enlarged Group, including a summary of trading for the period, breakdown of revenue by major customer, review of overheads, cash issues and the consideration of results compared to budget and the assessment of the financial forecasts in the light of the results. • The management accounts will be prepared on a four to five weekly basis within 30 days of the period end to allow for the incorporation of comprehensive financial information from EBC. The Group’s management will have full access to the reports of EBC, as requested, on a fully transparent basis. The Board will agree a budget for the Enlarged Group each year with the assistance of the strategic input of Ian Walker. The Board will review each month’s management accounts for trends in activity and compare actual performance with the budget. Lock-in and orderly market arrangements In compliance with the AIM Rules, the Directors and the Proposed Director have agreed not to dispose of any interests in Ordinary Shares held by them or by their related parties, as defined in the AIM Rules, on the date of Admission, for 12 months following Admission. For the following 12 month period the Directors and the Proposed Director and their related parties have agreed not to dispose of any interest in Ordinary Shares held by them unless such disposals can be effected in accordance with the reasonable requirements of Zimmerman Adams so as to ensure an orderly market in the Ordinary Shares. The holders of Founder Shares, who are not also Directors, have agreed not to dispose of any interests in Ordinary Shares held by them or by their related parties, as defined in the AIM Rules, on the date of Admission, for 12 months following Admission. In compliance with the AIM Rules, Ian Walker has agreed not to dispose of any interests in Ordinary Shares held by him or by his related parties, as defined in the AIM Rules, on the date of Admission, until 12 months following Admission save that such restriction shall not apply if the disposal is to satisfy claims under the Acquisition Agreement provided that the disposal is made through Zimmerman Adams (or the Company’s then nominated broker if not Zimmerman Adams), that Ian Walker can prove to the reasonable satisfaction of Zimmerman Adams (or the Company’s then nominated broker if not Zimmerman Adams) that he has no other liquid assets available to meet the liability of such claim and if the claim is during the first 12 months following the date of Admission with the approval of the AIM Team of the London Stock Exchange. For the following 12 month period Ian Walker and his related parties have agreed not to dispose of any interest in Ordinary Shares held by them unless such disposals can be effected in accordance with the reasonable requirements of Zimmerman Adams and through Zimmerman Adams (or the Company’s then nominated broker if not Zimmerman Adams) so as to help to preserve an orderly market in the Ordinary Shares
Company Secretary Fisher Secretaries Limited Nominated Adviser and Broker Zimmerman Adams International Limited Joint Broker, Hichens Harrison & Co
Public documents including prospectus, admission documents and articles of association The most recent annual report and accounts
All interim reports published since the last annual report
Any publications or communications sent to shareholders within the last 12 months Securities Information Shares in Sweet China Plc are traded on the London AIM market As at 13 February 2009 there were 97,641,243 shares
in issue. Significant shareholders with holdings greater than 3% of the issued share capital
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