Global Corn Group Limited — Capital/Financing Update 2008

Jan 10, 2008

The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this announcement, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

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Global Bio-chem Technology Group Company Limited 大成生化科技集團有限公司[*]

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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) (Incorporated in the Cayman Islands with limited liability) (Stock Code: 0809) (Stock code: 3889)

JOINT ANNOUNCEMENT

CONNECTED TRANSACTION ACQUISITION OF MINORITY INTERESTS IN JOINT VENTURE COMPANY

Reference is made to GBT’s announcement dated 9 February 2004 relating to the establishment of joint venture for the manufacture and sale of sorbitol products with the Vendors pursuant to the JV Agreement.

On 8 January 2008, GS (China), a wholly owned subsidiary of GSH and a non wholly owned subsidiary of GBT, entered into the SP Agreement whereby it agreed to acquire the Sale Shares, representing 49% of the issued share capital of Global-Nikken (Hong Kong), from the Vendors. Upon Completion, Global-Nikken (Hong Kong) will become an indirect wholly owned subsidiary of GSH.

The aggregate Consideration for the Sale Shares amounted to US$2,450,000 (equivalent to approximately HK$19.1 million) which will be payable by GS (China) to the Vendors in cash upon Completion. Upon Completion, GBT, GS (China), each of the Vendors and Global-Nikken (Hong Kong) will enter into the Termination Agreement for the purpose of terminating the JV Agreement and the related ancillary agreements in relation to the GSH Group and the Vendors’ joint investment in Global-Nikken (Hong Kong).

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Mitsui-Tokyo and Mitsui-HK are substantial shareholders of Global-Nikken (Hong Kong), a subsidiary of GBT and GSH and therefore are connected persons of GBT and GSH. Accordingly, the Acquisition and all other transactions as contemplated under the SP Agreement and the Termination Agreement constitute connected transactions for GBT and GSH under Chapter 14A of the Listing Rules. As each of the percentage ratios (other than the profits ratio) of GBT in respect of the Acquisition is less than 2.5%, GBT is required to comply with the announcement and reporting requirements under Chapter 14A of the Listing Rules in respect of the Acquisition but is exempted from the independent shareholders’ approval requirements under Chapter 14A of the Listing Rules. As the assets and revenue ratios (as calculated in accordance with Rule 14.07 of the Listing Rules) for the Acquisition are more than 2.5% and the Consideration is more than HK$10 million, the Acquisition is subject to compliance by GSH of the reporting, announcement and Independent GSH Shareholders’ approval requirements under Chapter 14A of the Listing Rules. As Global Corn Biochem, a wholly owned subsidiary of GBT and the controlling shareholder of GSH which owns 700,000,000 shares of HK$0.1 each in the capital of GSH (representing approximately 67% of the issued capital of GSH) as at the date of this announcement, has given its written approval for the Acquisition, the SP Agreement and the transactions contemplated thereby and, so far as the GSH Directors are aware after making reasonable enquiries, none of the GSH Shareholders as at the date of the announcement has any interest in the Acquisition and none of them would be required to abstain from voting if GSH were to convene a general meeting for the approval of the Acquisition, GSH has applied to the Stock Exchange for a waiver from strict compliance with the requirement of convening a general meeting to seek Independent GSH Shareholders’ approval in respect of the Acquisition pursuant to Rule 14A.43 of the Listing Rules.

A circular of GSH containing, among other things, (i) details of the Acquisition and the SP Agreement; (ii) the recommendation of the Independent GSH Board Committee to the Independent GSH Shareholders; (iii) the advice from the independent financial advisers to the Independent GSH Board Committee and the Independent GSH Shareholders; and (iv) if required, a notice of the extraordinary general meeting of GSH approving the Acquisition, the SP Agreement and the transactions contemplated thereunder, will be despatched to the GSH Shareholders as soon as practicable.

Reference is made to GBT’s announcement dated 9 February 2004 relating to the establishment of joint venture for the manufacture and sale of sorbitol products with the Vendors pursuant to the JV Agreement.

For the reasons as mentioned under the paragraph headed ‘‘Benefits of the Acquisition’’ as mentioned below, GS (China) entered into the SP Agreement to acquire from the Vendors their respective entire interests in Global-Nikken (Hong Kong). As a result of the Acquisition, Global-Nikken (Hong Kong) will become an indirect wholly owned subsidiary of GSH, and an indirect non wholly owned subsidiary of GBT.

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THE SP AGREEMENT

Date of the SP Agreement

8 January 2008

Parties to the SP Agreement

Purchaser: GS (China), a wholly owned subsidiary of GSH and a non wholly owned subsidiary of GBT; and

Vendors: Mitsui-Tokyo, Mitsui-HK and Nikken. Each of Mitsui-Tokyo, Mitsui-HK and Nikken holds 31%, 16% and 2% interest in the issued share capital of GlobalNikken (Hong Kong) respectively. Accordingly, Mitsui-Tokyo and Mitsui-HK are the substantial shareholders of Global-Nikken (Hong Kong) and therefore are connected persons of GBT and GSH.

Major terms of the SP Agreement

• (a) Assets to be acquired

Under the SP Agreement, GS (China) has agreed to acquire from the Vendors, and the Vendors have agreed to dispose of the Sale Shares to GS (China). The Sale Shares represent 49% of the issued share capital of Global-Nikken (Hong Kong), a company which is incorporated in Hong Kong and is owned as to 51% by GS (China), 31% by Mitsui-Tokyo, 16% by Mitsui-HK and 2% by Nikken. Global-Nikken (Hong Kong) is the holding company holding 100% interest in the registered capital of CDNP. CDNP is principally engaged in the manufacture and sale of sorbitol products.

Based on the unaudited management accounts of Global-Nikken (Hong Kong) for the year ended 31 December 2007 which have been prepared in accordance with all applicable Hong Kong Financial Reporting Standards, the unaudited consolidated net loss of Global-Nikken (Hong Kong) before and after taxation and extraordinary items for the year ended 31 December 2007 amounted to approximately HK$11 million and HK$11 million, respectively. Based on the audited accounts of Global-Nikken (Hong Kong) for the year ended 31 December 2006, the audited consolidated net loss of Global-Nikken (Hong Kong) before and after taxation and extraordinary items for the year ended 31 December 2006 amounted to approximately HK$20 million and HK$20 million, respectively. Global-Nikken (Hong Kong) has unaudited consolidated net assets of HK$85 million as at 31 December 2007. Global-Nikken (Hong Kong) has been accounted for as a jointlycontrolled entity of GBT and GSH, and GBT’s and GSH’s share of results in Global-Nikken (Hong Kong) have been proportionately consolidated in their respective consolidated financial statements. After Completion, Global-Nikken (Hong Kong) will be accounted for as subsidiary of GBT and GSH in their respective consolidated financial statements.

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(b) Consideration

The aggregate Consideration for the Sale Shares amounted to US$2,450,000 (equivalent to approximately HK$19.1 million) which will be payable by GS (China) to the Vendors in cash upon Completion.

The Consideration was determined after arm’s length negotiations between the GSH Group and the Vendors, taking into account the consolidated net assets of Global-Nikken (Hong Kong) of approximately HK$81,731,000 as at 30 September 2007.

Among the Sale Shares, 49 shares were originally acquired by the Vendors by subscription for cash at par of US$1 per share upon incorporation of Global-Nikken (Hong Kong) and the remaining 49 shares were acquired by the Vendors by subscription for cash at US$150,000 per share upon completion of the JV Agreement. The aggregate original purchase cost of the Sale Shares to the Vendors was US$7,350,049 (equivalent to approximately HK$57,330,382).

• (c) Condition of the Acquisition and Completion

Completion of the Acquisition is conditional upon the approval by the Independent GSH Shareholders of the SP Agreement and the transactions contemplated thereby and all other consents and acts required under the Listing Rules being obtained and completed or, as the case may be, the relevant waiver from compliance with any of such rules being obtained from the Stock Exchange. Subject to the satisfaction of such condition, Completion shall take place on 18 February 2008 (or such other date as the parties may mutually agree in writing).

• (d) Other major terms of the SP Agreement

Upon Completion, GBT, GS (China), each of the Vendors and Global-Nikken (Hong Kong) will enter into the Termination Agreement for the purpose of terminating the JV Agreement and the related ancillary agreements in relation to the GSH Group’s and the Vendors’ joint investment in Global-Nikken (Hong Kong).

BENEFITS OF THE ACQUISITION

Immediately following Completion, Global-Nikken (Hong Kong) will become an indirect wholly owned subsidiary of GSH and therefore under the full control by the GSH Group, and also enhance the indirect control by the GBT Group through the GSH Group. The GBT Directors and the GSH Directors believe that the Acquisition will further strengthen the operational efficiency and management flexibility over the production planning and human resources deployment of the GBT Group and the GSH Group.

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The GBT Directors, including the independent non-executive GBT Directors, consider that the Acquisition is on normal commercial terms and is in the interest of the GBT Group and the GBT Shareholders as a whole. The GBT Directors are of the view that the respective terms and conditions of the SP Agreement and the Termination Agreement are fair and reasonable as far as the GBT Shareholders are concerned.

The GSH Directors, including the independent non-executive GSH Directors, consider that the Acquisition is on normal commercial terms and is in the interest of the GSH Group and the GSH Shareholders as a whole. The GSH Directors are of the view that the respective terms and conditions of the SP Agreement and the Termination Agreement are fair and reasonable as far as the GSH Shareholders are concerned.

The Acquisition will be financed by the internal resources of the GSH Group.

INFORMATION OF THE GBT GROUP AND THE GSH GROUP

The GBT Group is principally engaged in the manufacture and sale of corn-based and corn-refined products, categorised into upstream and downstream products. The GBT Group’s upstream products include corn starch, gluten meal and other corn-refined products. Corn starch is then further refined into a wide range of high value-added downstream products including amino acids, corn sweeteners, modified starch and polyol chemical products.

The GSH Group is principally engaged in the manufacture and sale of various corn sweeteners which are classified into three categories: corn syrup (glucose syrup, maltose syrup and high fructose corn syrup), corn syrup solid (crystallised glucose and maltodextrin) and sugar alcohol (sorbitol).

INFORMATION OF THE VENDORS

Mitsui-Tokyo is a public company whose common stocks are listed on the stock exchanges of Tokyo, Osaka, Nagoya, Fukuoka, Sapporo, Luxemburg, Amsterdam and Frankfurt Stock Exchanges and whose American Depositary Receipts are traded over the counter through the NASDAQ National Market System. Mitsui-Tokyo and its overseas offices are engaged in the business of the worldwide trading of various commodities. It is also engaged in the development of financing and investing arrangements, the assistance in the procurement of raw materials and equipment, the introduction of new technologies and processes for manufacturing and the coordination of finished goods transportation and marketing, and acts as an intermediary between buyers and sellers that want to import, export or engage in offshore or domestic trading activities.

Mitsui-HK is principally engaged in the trading business.

Nikken is one of the leading manufacturers of sorbitol products in Japan with over 30 years of experience. Its product portfolio including different grades of sorbitol products and other polyols products serving as a kind of intermediary for food, cosmetics, medical and pharmaceutical products.

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GENERAL

Mitsui-Tokyo and Mitsui-HK are substantial shareholders of Global-Nikken (Hong Kong) and therefore are connected persons of GBT and GSH. Accordingly, the Acquisition and all other transactions as contemplated under the SP Agreement and the Termination Agreement constitute connected transactions for GBT and GSH under Chapter 14A of the Listing Rules. As each of the percentage ratios (other than the profits ratio) of GBT in respect of the Acquisition is less than 2.5%, GBT is required to comply with the announcement and reporting requirements under Chapter 14A of the Listing Rules in respect of the Acquisition but is exempted from the independent shareholders’ approval requirements under Chapter 14A of the Listing Rules. As the assets and revenue ratios (as calculated in accordance with Rule 14.07 of the Listing Rules) for the Acquisition are more than 2.5% and the Consideration is more than HK$10 million, the Acquisition is subject to compliance by GSH of the reporting, announcement and Independent GSH Shareholders’ approval requirements under Chapter 14A of the Listing Rules.

Under 14A.43 of the Listing Rules, Independent GSH Shareholders’ approval for the Acquisition may be obtained by written GSH Shareholders’ approval in lieu of convening a general meeting if (i) no GSH Shareholder is required to abstain from voting if GSH were to convene a general meeting for the approval of the Acquisition; and (ii) written approval has been obtained from one or a closely allied group of Independent GSH Shareholders who in aggregate hold more than 50% in nominal value of the issued share capital of GSH giving the right to attend and vote at the general meeting to approve the Acquisition.

As Global Corn Bio-chem, a wholly owned subsidiary of GBT and the controlling shareholder of GSH which owns 700,000,000 shares of HK$0.1 each in the capital of GSH (representing approximately 67% of the issued capital of GSH) as at the date of this announcement, has given its written approval for the Acquisition, the SP Agreement and the transactions contemplated thereby and, so far as the GSH Directors are aware after making reasonable enquiries, none of the GSH Shareholders as at the date of the announcement has any interest in the Acquisition and none of them would be required to abstain from voting if GSH were to convene a general meeting for the approval of the Acquisition, GSH has applied to the Stock Exchange for a waiver from strict compliance with the requirement of convening a general meeting to seek Independent GSH Shareholders’ approval in respect of the Acquisition pursuant to Rule 14A.43 of the Listing Rules.

A circular of GSH containing, among other things, (i) details of the Acquisition and the SP Agreement; (ii) the recommendation of the Independent GSH Board Committee to the Independent GSH Shareholders; (iii) the advice from the independent financial advisers to the Independent GSH Board Committee and the Independent GSH Shareholders; and (iv) if required, a notice of the extraordinary general meeting of GSH approving the Acquisition, the SP Agreement and the transactions contemplated thereunder, will be despatched to the GSH Shareholders as soon as practicable.

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DEFINITIONS

In this announcement, the following expressions shall, unless the context requires otherwise, have the following meanings:

• ‘‘Acquisition’’ the acquisition of the Sale Shares from the Vendors pursuant to the terms of the SP Agreement, details of which are set out in the section headed ‘‘The SP Agreement’’ of this announcement

• ‘‘CDNP’’ Changchun Dacheng Nikken Polyols Co., Ltd., a wholly foreign-owned enterprise established under the laws of the PRC and a wholly owned subsidiary of Global-Nikken (Hong Kong)

• ‘‘Consideration’’ US$2,450,000 (equivalent to approximately HK$19.1 million), being the aggregate purchase price payable by GS (China) to the Vendors for the purchase of the Sale Shares pursuant to the SP Agreement

• ‘‘Completion’’ completion of the Acquisition under the SP Agreement in accordance with its terms

• ‘‘connected person(s)’’ shall have the meaning ascribed to it under the Listing Rules ‘‘Deed of Novation’’ the Deed of Novation and Assignment dated 15 August 2007 and entered into between each of the Vendors, GSI, GBT and GS (China) pursuant to which all of GSI’s rights and obligations under the JV Agreement had been novated to GS (China)

• ‘‘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 main board of the Stock Exchange, the ultimate holding company of GSH holding approximately 67% of the issued GSH Shares through Global Corn Bio-chem

• ‘‘GBT Directors’’ the directors of GBT ‘‘GBT Group’’ collectively, GBT and its subsidiaries, including members of the GSH Group

• ‘‘GBT Shareholder(s)’’ holder(s) of ordinary share(s) of HK$0.10 each in the share capital of GBT

• ‘‘Global Corn Bio-chem’’ Global Corn Bio-chem Technology Company Limited, a company incorporated in the British Virgin Islands with limited liability and a direct wholly owned subsidiary of GBT and the controlling shareholder of GSH which owns approximately 67% of the issued capital of GSH as at the date of this announcement

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• ‘‘Global-Nikken Global-Nikken (H.K.) Company Limited, a company incorporated in (Hong Kong)’’ Hong Kong with limited liability and is owned as to 51% by GS (China), 31% by Mitsui-Tokyo, 16% by Mitsui-HK and 2% by Nikken

• ‘‘GS (China)’’ Global Sweeteners (China) Limited, a company incorporated in the British Virgin Islands with limited liability and a wholly owned subsidiary of GSH and a non wholly owned subsidiary of GBT

• ‘‘GSH’’ Global Sweeteners Holdings Limited, a company incorporated in the Cayman Islands with limited liability, the shares of which are listed on the main board of the Stock Exchange. GSH is a non wholly owned subsidiary of GBT

• ‘‘GSH Directors’’ the directors of GSH ‘‘GSH Group’’ collectively, GSH and its subsidiaries ‘‘GSH Shareholder(s)’’ holder(s) of ordinary share(s) of HK$0.10 each in the share capital of GSH

• ‘‘GSI’’ Global Sweeteners Investments Limited, a company incorporated in the British Virgin Islands with limited liability, a wholly owned subsidiary of GSH and a non wholly owned subsidiary of GBT

• ‘‘Hong Kong’’ The Hong Kong Special Administrative Region of the PRC ‘‘HK$’’ Hong Kong dollars, the lawful currency of Hong Kong ‘‘Independent GSH Board the committee of the board of GSH Directors established for the Committee’’ purpose of advising the Independent GSH Shareholders on the Acquisition, the SP Agreement and the transactions contemplated thereby, the members of which include three of the independent nonexecutive GSH Directors, namely Mr Yan Man Sing, Frankie, Mr Ho Lic Ki and Ms Fung Siu Wan Stella

• ‘‘Independent GSH GSH Shareholders, other than the Vendors and their respective Shareholders’’ associates and any connected persons who have material interests in the Acquisition and all other transactions contemplated under the SP Agreement

• ‘‘JV Agreement’’ the joint venture structure agreement dated 9 February 2004 entered into between GBT, GSI and each of the Vendors for the establishment, management and operation of Global-Nikken (Hong Kong) and CDNP

• ‘‘Listing Rules’’ Rules Governing the Listing of Securities on the Stock Exchange

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• ‘‘Mitsui-HK’’ Mitsui & Co. (H.K.) Ltd., a company incorporated in Hong Kong with limited liability and one of the Vendors. Mitsui-HK is one of the substantial shareholders of Global-Nikken (Hong Kong), holding 16% of its issued share capital

• ‘‘Mitsui-Tokyo’’ Mitsui & Co., Ltd., a company incorporated in Japan with limited liability and one of the Vendors. Mitsui-Tokyo is one of the substantial shareholders of Global-Nikken (Hong Kong), holding 31% of its issued share capital

• ‘‘Nikken’’ Nikken Fine Chemicals Co., Ltd., a company incorporated in Japan with limited liability and one of the Vendors, holding 2% of the issued share capital of Global-Nikken (Hong Kong)

• ‘‘PRC’’ the People’s Republic of China which, for the purpose of this announcement only, excludes Hong Kong, The Macau Special Administrative Region of the PRC and Taiwan

• ‘‘Sale Shares’’ the aggregate of 98 shares of US$1 each in the share capital of GlobalNikken (Hong Kong), among which 62 shares are owned by MitsuiTokyo, 32 shares are owned by Mitsui-HK and 4 shares are owned by Nikken. The Sale Shares represent 49% of the entire issued share capital of Global-Nikken (Hong Kong)

• ‘‘Sorbitol Project’’ the building and operating a plant in the PRC for the manufacturing and sale of sorbitol products pursuant to the terms and conditions of the JV Agreement

• ‘‘SP Agreement’’ the sale and purchase agreement dated 8 January 2008 and entered into between GS (China) as purchaser and Mitsui-Tokyo, Mitsui-HK and Nikken as Vendors in relation to the Acquisition

• ‘‘Stock Exchange’’ The Stock Exchange of Hong Kong Limited

• ‘‘Termination Agreement’’ the termination agreement to be entered into between GBT, GS (China), each of the Vendors and Global-Nikken (Hong Kong) in respect of, among other matters, the termination of the JV Agreement, the Deed of Novation and the ancillary agreements in relation thereto and other cooperation in relation to the Sorbitol Project. Details of the Termination Agreement are set out in the section headed ‘‘The SP Agreement’’ of this announcement

• ‘‘US$’’ United States dollars, the lawful currency of the United States of America

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‘‘Vendors’’

collectively, Mitsui-Tokyo, Mitsui-HK and Nikken

‘‘%’’ per cent.

For the purpose of this announcement, translations of US$ into HK$ or vice versa have been calculated by using an exchange rate of US$1.00 = HK$7.80.

As at the date of this announcement, the executive GBT Directors are Mr Liu Xiaoming, Mr Xu Zhouwen and Mr Wang Tieguang, the non-executive GBT Director is Mr Patrick Earl Bowe and the independent non-executive GBT Directors are Mr Lee Yuen Kwong, Mr Chan Man Hon, Eric and Mr Li Defa.

As at the date of this announcement, the executive GSH Directors are Mr Kong Zhanpeng, Mr Zhang Fusheng, Ms Wang Guifeng and Ms Ge Yanping, and the independent non-executive GSH Directors are Ms Fung Siu Wan Stella, Mr Yan Man Sing Frankie, Mr Ho Lic Ki and Mr Gao Yunchun.

By order of the board of directors of By order of the board of directors of Global Bio-chem Technology Group Company Limited Global Sweeteners Holdings Limited Liu Xiaoming Xu Zhouwen Kong Zhanpeng Co-Chairman Co-Chairman Chairman

Hong Kong, Thursday, 10 January 2008

• for identification purposes only

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