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Global Corn Group Limited Capital/Financing Update 2015

Dec 31, 2015

50915_rns_2015-12-31_7fa64ff7-a319-444b-81a4-9a56afdfd5e7.pdf

Capital/Financing Update

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Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, 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 announcement.

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

(incorporated in the Cayman Islands with limited liability)

(Stock code: 00809)

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)

JOINT ANNOUNCEMENT INSIDE INFORMATION MEMORANDUM OF UNDERSTANDING IN RELATION TO THE PROPOSED DISPOSAL OF LANDS AND BUILDINGS

This announcement is made by Global Bio-chem Technology Group Company Limited (“ GBT ”) and Global Sweeteners Holdings Limited (“ GSH ”) pursuant to the Inside Information Provisions (as defined in the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “ Listing Rules ”)) of Part XIVA of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) and Rule 13.09 of the Listing Rules.

The respective boards of directors of GBT (the “ GBT Board ”) and GSH (the “ GSH Board ”) wish to advise that on 31 December 2015 (after trading hours), GBT, GSH, being one of the principal subsidiaries of GBT, and a company (the “ Possible Purchaser ”) established in the People’s Republic of China (the “ PRC ”) entered into a memorandum of understanding (the “ MOU ”) in relation to the proposed sale (the “ Proposed Disposal ”) by certain subsidiaries of GBT and GSH to the Possible Purchaser of certain pieces of land located on the east side of Xihuancheng Road, Lu Yuan District, Changchun, the PRC with a total site area of some 1,012,588 sq. m. and buildings erected thereon with total gross floor area of about 161,376 sq.m. (collectively, the “ Subject Lands and Buildings ”).

To the best of the knowledge, information and belief of the respective members of the GBT Board and GSH Board having made all reasonable enquiries, 吉林省交通投資集團有限公司 (Jilin Province Communication Investment Group Co., Ltd.*), being one of the substantial shareholders of GBT and the holder of the convertible bonds issued by GBT, is one of the creditors of the Possible Purchaser. Apart from such relationship, the Possible Purchaser is a third party independent of GBT, GSH and their respective connected persons (as defined under the Listing Rules).

  • for identification purposes only

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PRINCIPAL TERMS OF THE MOU

The principal terms of the MOU are set forth below:

(i) The Subject Lands and Buildings

Twelve pieces of land located on the east side of Xihuancheng Road, Lu Yuan District, Changchun, PRC with a total site area of about 1,012,588 sq. m. and buildings erected thereon with total gross floor area of about 161,376 sq.m. Among these Subject Lands and Buildings, five pieces of lands, with a total site area of about 256,754, are currently owned by two wholly owned subsidiaries of GSH (which are non-wholly owned subsidiaries of GBT), while the remaining seven pieces of land, with a total site area of about 755,834 sq. m., are currently owned by three other subsidiaries of GBT.

(ii) The consideration

It is the preliminary intention of the parties that the total consideration for the Subject Lands and Buildings shall be about RMB2.2 billion. The consideration has been reached by the parties after arm’s length negotiation.

The parties shall further negotiate on the terms and conditions for the Proposed Disposal, including but not limited to the consideration for each piece of the lands and the buildings erected thereon, the basis for determining the consideration, the payment schedule and method.

(iii) Due diligence

Pursuant to the MOU, GBT and GSH shall, and shall procure their respective subsidiaries to, provide such assistance to the Possible Purchaser to facilitate its due diligence review on the Subject Lands and Buildings, which shall take place within two weeks after the date of the MOU.

Under the MOU, except for certain legally binding terms in relation to due diligence, costs and expenses, confidentiality and governing law, all other terms in the MOU are not legally binding on the parties thereto.

REASONS FOR THE POSSIBLE DISPOSAL

As it is the plan of both GBT and GSH to relocate all the production facilities of their subsidiaries in Changchun, the PRC from Luyuan District in Changchun to Xinglongshan in Changchun, the lands and buildings on which these production facilities are or were previously located will no longer be used by both groups. As such, GBT and GSH have been looking for opportunities to realise the value of the Subject Lands and Buildings so as to improve the financial conditions of both groups on one hand, and to finance the relocation of their respective production facilities, resumption of the suspended operations, working capital and future development of both groups.

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GENERAL

The Proposed Disposal, if materialised, may constitute a notifiable transaction for both GBT and GSH under chapter 14 of the Listing Rules. No definitive or legally binding agreements have been reached by GBT, GSH or their respective subsidiaries with the Possible Purchaser as at the date of this announcement in connection with the Proposed Disposal. The GBT Board and the GSH Board wish to emphasise that the Proposed Disposal may or may not proceed. Further announcement(s) will be issued by GBT and GSH for any update of the status of the Proposed Disposal when appropriate.

The GBT Board and the GSH Board wish to emphasise that as the Proposed Disposal may or may not materialise, investors and shareholders of GBT and GSH are urged to exercise caution when dealing in the shares and/or securities of GBT and GSH.

By order of the GBT Board By order of the GSH Board Global Bio-chem Technology Group Global Sweeteners Holdings Limited Company Limited Kong Zhanpeng Lee Chi Yung Executive Director Company Secretary

Hong Kong, 31 December 2015

As at the date of this announcement, the GBT Board comprises four executive directors, namely Ms. Wang Qiu, Mr. Wang Jian, Mr. Li Shuguang and Ms. Liu Fang; two non-executive directors, namely Mr. Qiu Zhuang and Mr. Xing Lizhu; and two independent non-executive directors, namely Mr. Ng Kwok Pong and Mr. Yeung Kit Lam.

As at the date of this announcement, the GSH Board comprises two executive directors, namely Mr. Wang Jian and Mr. Kong Zhanpeng; two non-executive directors, namely Mr. Fu Qiang and Ms. Zhang Yaohui and two independent non-executive directors, namely Mr. Ho Lic Ki and Mr. Lo Kwing Yu.

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