Global Corn Group Limited - Capital/Financing Update 2016

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this joint 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 joint 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 DISPOSAL OF LANDS AND BUILDINGS IN CHANGCHUN DISPOSAL OF ACCOUNTS RECEIVABLES, INVENTORIES AND TOOLS VERY SUBSTANTIAL DISPOSAL

DISPOSAL OF LANDS AND BUILDINGS IN CHANGCHUN

The GBT Board is pleased to announce that on 14 April 2016, Dacheng Industrial, Dacheng Modified Starch and Changchun Baocheng, all being indirect wholly owned subsidiaries of GBT, have conditionally agreed to sell, and the Purchaser has conditionally agreed to purchase, the First Relevant Properties at the aggregate cash consideration of RMB1,641,610,000.

The GBT Board and the GSH Board are also pleased to announce that on 14 April 2016, Dihao Foodstuff and Dihao Crystal Sugar, all being indirect non-wholly owned subsidiaries of GBT and indirect wholly owned subsidiaries of GSH, have conditionally agreed to sell, and the Purchaser has conditionally agreed to purchase, the Second Relevant Properties at the aggregate cash consideration of RMB558,390,000.

for identification purposes only

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DISPOSAL OF ACCOUNTS RECEIVABLES, INVENTORIES AND TOOLS

The GBT Board is pleased to announce that on 14 April 2016, Changchun Baocheng, Dacheng Bio-tech, Changchun Dahe, Dacheng Modified Starch, Changchun Wanxiang, Harbin Dacheng, Dacheng Songyuan, Dacheng Industrial, Changchun JBT and Dacheng International Trade, all being subsidiaries of GBT, have conditionally agreed to sell, and the Purchaser has conditionally agreed to purchase, the First Relevant Assets at the aggregate cash consideration of RMB673,106,000.

The GBT Board and the GSH Board are also pleased to announce that on 14 April 2016, Dihao Foodstuff and Dihao Crystal Sugar, all being indirect non-wholly owned subsidiaries of GBT and indirect wholly owned subsidiaries of GSH, have conditionally agreed to sell, and the Purchaser has conditionally agreed to purchase, the Second Relevant Assets at the aggregate cash consideration of RMB171,526,000.

LISTING RULES IMPLICATIONS

As the highest applicable percentage ratio (as defined under Rule 14.07 of the Listing Rules) in respect of the disposals under the Property Disposal Agreements and the Asset Disposal Agreements (on an aggregated basis) exceeds 75% for GBT, the Property Disposal Agreements, the Asset Disposal Agreements and the respective transactions contemplated thereunder constitute very substantial disposals for GBT that is subject to the reporting, announcement and shareholders’ approval requirements under Chapter 14 of the Listing Rules.

As the highest applicable percentage ratio (as defined under Rule 14.07 of the Listing Rules) in respect of the disposals under the Second Property Disposal Agreement and the Second Asset Disposal Agreement exceeds 75% for GSH, the Second Property Disposal Agreement, the Second Asset Disposal Agreement and the respective transactions contemplated thereunder constitute very substantial disposals for GSH that is subject to the reporting, announcement and shareholders’ approval requirements under Chapter 14 of the Listing Rules.

A circular containing, among other things, further details of the Property Disposal Agreements, the Asset Disposal Agreements and the respective transactions contemplated thereunder, a valuation report in respect of the Relevant Properties, together with a notice convening the GBT EGM, will be despatched by GBT to the GBT Shareholders on or before 6 May 2016.

A circular containing, among other things, further details of the Second Property Disposal Agreement, the Second Asset Disposal Agreement and the respective transactions contemplated thereunder, a valuation report in respect of the Second Relevant Properties, together with a notice convening the GSH EGM, will be despatched by GSH to the GSH Shareholders on or before 6 May 2016.

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As the transactions under the Property Disposal Agreements and the Asset Disposal Agreements are subject to the fulfillment of various conditions precedent which may or may not be fulfilled, there is no assurance that all or any of the Property Disposal Agreements and/or the Asset Disposal Agreements will be completed. Shareholders and potential investors should exercise caution when dealing in the securities of GBT and GSH.

DISPOSAL OF LANDS AND BUILDINGS IN CHANGCHUN

The First Property Disposal Agreement

Date

14 April 2016

Parties

(1) The Purchaser, as the purchaser
(2) Dacheng Industrial, a wholly foreign owned enterprise established in the PRC and an indirect wholly owned subsidiary of GBT, as one of the vendors
(3) Dacheng Modified Starch, a sino-foreign equity joint venture enterprise established in the PRC and an indirect wholly owned subsidiary of GBT, as one of the vendors
(4) Changchun Baocheng, a sino-foreign equity joint venture enterprise established in the PRC and an indirect wholly owned subsidiary of GBT, as one of the vendors

Assets to be disposed of

Under the First Property Disposal Agreement, Dacheng Industrial, Dacheng Modified Starch and Changchun Baocheng have conditionally agreed to sell, and the Purchaser has conditionally agreed to purchase, the First Relevant Properties. The First Relevant Properties comprises of seven pieces of land situated at the east side of Xihuancheng Road, Lu Yuan District, Changchun, the PRC and the buildings erected thereon, of which (i) four pieces of land with an aggregate site areas of about 470,162 sq. m., and the buildings erected thereon with an aggregate gross floor areas of about 89,716 sq. m., are owned and will be sold by Dacheng Industrial; (ii) one piece of land with a site area of about 13,820 sq. m., and the buildings erected thereon with an aggregate gross floor areas of about 13,820 sq. m. are owned by and will be sold by Dacheng Modified Starch; and (iii) two pieces of land with an aggregate site areas of about 271,852 sq. m., and the buildings erected thereon with an aggregate gross floor areas of about 188,537 sq. m., are owned by and will be sold by Changchun Baocheng.

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The First Relevant Properties are and have been used by Dacheng Industrial, Dacheng Modified Starch and Changchun Baocheng as their production facilities for production of upstream and downstream corn based biochemical products. The aggregate book value of the First Relevant Properties amounted to about RMB896 million as at 30 June 2015.

The First Property Purchase Price

The aggregate purchase price for the sale and purchase of the First Relevant Properties is RMB1,641,610,000, of which RMB576,900,000 shall be payable to Dacheng Industrial, RMB9,680,000 shall be payable to Dacheng Modified Starch and RMB1,055,030,000 shall be payable to Changchun Baocheng by the Purchaser in cash in the following manner:

(1) within one month after the date of the First Property Disposal Agreement, the Purchaser shall pay to each of Dacheng Industrial, Dacheng Modified Starch and Changchun Baocheng a sum of RMB2,620,000, RMB40,000 and RMB4,800,000, respectively, as the deposit, which shall be applied toward payment of part of the First Property Purchase Price upon the First Property SP Completion;
(2) within one month after the First Property SP Completion, the Purchaser shall pay to each of Dacheng Industrial, Dacheng Modified Starch and Changchun Baocheng a sum of RMB10,490,000, RMB180,000 and RMB19,180,000, respectively, as the payment of part of the First Property Purchase Price;
(3) within one month after completion of all the procedures for (i) the transfer and the change of registration of ownership of the First Relevant Properties to the Purchaser; and (ii) the release and discharge of all the mortgages, third party interests and/or court orders over the First Relevant Properties (if any), the Purchaser shall pay to each of Dacheng Industrial, Dacheng Modified Starch and Changchun Baocheng a sum of RMB262,230,000, RMB4,400,000 and RMB479,560,000, respectively, as the payment of part of the First Property Purchase Price;
(4) within twelve months after the completion of all the procedures for (i) the transfer and the change of registration of ownership of the First Relevant Properties to the Purchaser; and (ii) the release and discharge of all the mortgages, third party interests and/or court orders over the First Relevant Properties (if any), the Purchaser shall pay to each of Dacheng Industrial, Dacheng Modified Starch and Changchun Baocheng a sum of RMB262,230,000, RMB4,400,000 and RMB479,560,000, respectively, as the payment of part of the First Property Purchase Price; and
(5) after the completion of relocation of the First Relevant Properties by each of Dacheng Industrial, Dacheng Modified Starch and Changchun Baocheng in Changchun, the PRC and the delivery thereof to the Purchaser, the Purchaser shall pay to each of Dacheng Industrial, Dacheng Modified Starch and Changchun Baocheng a sum of RMB39,330,000, RMB660,000 and RMB71,930,000, respectively, being the balance of the First Property Purchase Price.

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Basis of the First Property Purchase Price

Based on the valuation report prepared by Savills Valuation and Professional Services Limited, an independent qualified valuer, the aggregated appraised value of the First Relevant Properties amounted to about RMB1,926 million as at 31 December 2015. The First Property Purchase Price was determined by the parties after arm’s length negotiation with reference to the above appraised value of the First Relevant Properties, and taking into account that (i) as compared with the resumption of the First Relevant Properties by the Changchun Land Reserve Centre ( 長春市土地儲備中心 ) which had involved prolonged negotiations since May 2013 and uncertainty on the outcome and the time to be involved, the First Property Disposal Agreement provides a faster means for the GBT Group to realise the value of the First Relevant Properties and to obtain funds for relocation and operation use; and (ii) the grant of the licence-fee free licence by the Purchaser to each of Dacheng Industrial, Dacheng Modified Starch and Changchun Baocheng to continue to use the First Relevant Properties pending among others, the completion of the relocation by each of them. On the above basis, the GBT Board considers the First Property Purchase Price to be fair and reasonable.

Conditions precedents

The First Property SP Completion is conditional upon the following conditions precedent being satisfied:

(1) the First Property Disposal Agreement and the transactions contemplated thereunder having been approved by the GBT Shareholders at a general meeting of GBT in accordance with the requirements under the Listing Rules; and
(2) if necessary, all the requisite consents from third party (including the relevant banks) in respect of the First Property Disposal Agreement and the transactions contemplated thereunder having been obtained by GBT, Dacheng Industrial, Dacheng Modified Starch and Changchun Baocheng.

The First Property SP Completion is not conditional upon the Second Property SP Completion, the First Asset SP Completion nor the Second Asset SP Completion.

None of the parties shall have the right to waive any of the above conditions precedents. If any of the conditions precedents is not satisfied within twelve months (or such longer period as may be agreed among the parties), the First Property Disposal Agreement shall lapse and cease to have effect, and Dacheng Industrial, Dacheng Modified Starch and/or (as the case may be) Changchun Baocheng shall repay to the Purchaser all the deposits paid within ten days thereafter. Save as aforesaid and except in respect of any antecedent breach of the parties, no party shall have any rights and obligations against the other party under the First Property Disposal Agreement after the lapse thereof.

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The First Property SP Completion

Subject to the conditions precedents for the First Property SP Completion having been satisfied in full, the First Property SP Completion will take place on such Business Day as notified in writing by Dacheng Industrial, Dacheng Modified Starch and Changchun Baocheng by giving the Purchaser at least five Business Days notice in advance. On the First Property SP Completion, each of Dacheng Industrial, Dacheng Modified Starch and Changchun Baocheng shall enter into the agreed form of property transfer agreements, and shall take the necessary procedures to give effect to (i) the transfer and the change of registration of ownership of the First Relevant Properties from each of Dacheng Industrial, Dacheng Modified Starch and Changchun Baocheng to the Purchaser; and (ii) the release and discharge of all the mortgages, third party interests and/or court orders over the First Relevant Properties (if any) after the First Property SP Completion.

To allow the GBT Group to have sufficient time for the relocation of its production facilities to the Xinglongshan Site and (as the case may be) Dehui City of Changchun in consideration of the GBT Group agreeing to a prolonged payment schedule for the First Property Purchase Price, under the First Property Disposal Agreement, the Purchaser has granted to each of Dacheng Industrial, Dacheng Modified Starch and Changchun Baocheng a licence-fee free licence to continue to use the First Relevant Properties pending completion of the relocation by each of them and delivery of the First Relevant Properties to the Purchaser.

The GBT Group has started the relocation of its operations from Lu Yuan District to the Xinglongshan Site since September 2011. In light of the poor market sentiment and to minimise the disruption to the production and operation of the GBT Group arising from the relocation, the GBT Board currently expects the relocation of production facilities of the GBT Group to the Xinglongshan Site and (as the case may be) Dehui City of Changchun will be implemented by stages so that the production facilities can be relocated and commence production at the new sites progressively to meet the production needs before complete cessation of production at the current site. It is expected that the relocation will be completed by mid-2018, with the expected timeframe as follows:

Products of the GBT	Production site to	Production capacity
Group to which the	which the production	of the relevant	Expected time for
production facilities	facilities will be	production facilities	the relocation of
relate	relocated	to be relocated	production facilities
Modified starch – food	the Xinglongshan Site	20,000 mtpa	April 2016 –
grade (phase 1)			March 2017
Modified starch (phase 2)	the Xinglongshan Site	60,000 mtpa	July 2017 –
			June 2018
Corn oil	the Xinglongshan Site	63,000 mtpa	April 2016 –
			March 2017

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Products of the GBT	Production site to	Production capacity
Group to which the	which the production	of the relevant	Expected time for
production facilities	facilities will be	production facilities	the relocation of
relate	relocated	to be relocated	production facilities
Lysine	Dehui City of	200,000 mtpa	December 2016 –
	Changchun		January 2018
Corn refinery	Dehui City of	600,000 mtpa	December 2016 –
	Changchun		January 2018
Amino acids (other	the Xinglongshan Site	20,000 mtpa	December 2016 –
varieties of amino			January 2018
acids complementary
to current product mix
with smaller capacity)

Depending on, among others, the new designs of the production facilities in the Xinglongshan Site and Dehui City of Changchun after the relocation and the then condition of the production machineries and equipment currently used in the First Relevant Properties, such machineries and equipment are expected to be relocated and re-used at the Xinglongshan Site and/or the Dehui City of Changchun, or to be disposed of accordingly.

The Second Property Disposal Agreement

Date

14 April 2016

Parties

(1) The Purchaser, as the purchaser
(2) Dihao Foodstuff, a wholly foreign owned enterprise established in the PRC, an indirect nonwholly owned subsidiary of GBT and an indirect wholly owned subsidiary of GSH, as one of the vendors
(3) Dihao Crystal Sugar, a wholly foreign owned enterprise established in the PRC, an indirect non-wholly owned subsidiary of GBT and an indirect wholly owned subsidiary of GSH, as one of the vendors

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Assets to be disposed of

Under the Second Property Disposal Agreement, Dihao Foodstuff and Dihao Crystal Sugar have conditionally agreed to sell, and the Purchaser has conditionally agreed to purchase, the Second Relevant Properties. The Second Relevant Properties comprises of five pieces of land situated at the east side of Xihuancheng Road, Lu Yuan District, Changchun, the PRC and the buildings erected thereon, of which (i) three pieces of land with an aggregate site areas of about 225,087 sq. m., and the buildings erected thereon with an aggregate gross floor areas of about 76,855 sq. m. are owned by and will be sold by Dihao Foodstuff; and (ii) two pieces of land with an aggregate site areas of about 31,667 sq. m., and the buildings erected thereon with an aggregate gross floor areas of about 7,173 sq. m. are owned by and will be sold by Dihao Crystal Sugar.

The Second Relevant Properties are and have been used by Dihao Foodstuff as their production facilities for production of upstream corn refined products and corn sweetener products. The aggregate book value of the Second Relevant Properties amounted to about RMB308 million as at 30 June 2015.

The Second Property Purchase Price

The aggregate purchase price for the sale and purchase of the Second Relevant Properties is RMB558,390,000, of which RMB500,660,000 shall be payable to Dihao Foodstuff and RMB57,730,000 shall be payable to Dihao Crystal Sugar by the Purchaser in cash in the following manner:

(1) within one month after the date of the Second Property Disposal Agreement, the Purchaser shall pay to each of Dihao Foodstuff and Dihao Crystal Sugar a sum of RMB2,280,000 and RMB260,000, respectively, as the deposit, which shall be applied toward payment of part of the Second Property Purchase Price upon the Second Property SP Completion;
(2) within one month after the Second Property SP Completion, the Purchaser shall pay to each of Dihao Foodstuff and Dihao Crystal Sugar a sum of RMB9,100,000 and RMB1,050,000, respectively, as the payment of part of the Second Property Purchase Price;
(3) within one month after completion of all the procedures for (i) the transfer and the change of registration of ownership of the Second Relevant Properties to the Purchaser; and (ii) the release and discharge of all the mortgages, third party interests and/or court orders over the Second Relevant Properties (if any), the Purchaser shall pay to each of Dihao Foodstuff and Dihao Crystal Sugar a sum of RMB227,570,000 and RMB26,240,000, respectively, as payment of part of the Second Property Purchase Price;
(4) within twelve months after the completion of all the procedures for (i) the transfer and the change of registration of ownership of the Second Relevant Properties to the Purchaser; and (ii) the release and discharge of all the mortgages, third party interests and/or court orders over the Second Relevant Properties (if any), the Purchaser shall pay to each of Dihao Foodstuff and Dihao Crystal Sugar a sum of RMB227,570,000 and RMB26,240,000, respectively, being the payment of part of the Second Property Purchase Price; and

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(5) after the completion of relocation of the Second Relevant Properties by each of Dihao Foodstuff and Dihao Crystal Sugar and the delivery thereof to the Purchaser, the Purchaser shall pay to each of Dihao Foodstuff and Dihao Crystal Sugar a sum of RMB34,140,000 and RMB3,940,000, respectively, being the balance of the Second Property Purchase Price.

Basis of the Second Property Purchase Price

Based on the valuation report prepared by Savills Valuation and Professional Services Limited, an independent qualified valuer, the aggregated appraised value of the Second Relevant Properties amounted to about RMB656 million as at 31 December 2015. The Second Property Purchase Price was determined by the parties after arm’s length negotiation with reference to the above appraised value of the Second Relevant Properties, and taking into account that (i) as compared with the resumption of the Second Relevant Properties by the Changchun Land Reserve Centre ( 長春市土地儲備中心 ) which had involved prolonged negotiations since May 2013 and uncertainty on the outcome and the time to be involved, the Second Property Disposal Agreement provides a faster means for the GSH Group to realise the value of the Second Relevant Properties and to obtain funds for its relocation and operation use; and (ii) the grant of the licence-fee free licence by the Purchaser to each of Dihao Foodstuff and Dihao Crystal Sugar to continue to use the Second Relevant Properties pending among others, the completion of the relocation by each of them. On the above basis, the GSH Board considers the Second Property Purchase Price to be fair and reasonable.

Conditions precedents

The Second Property SP Completion is conditional upon the following conditions precedent being satisfied:

(1) the Second Property Disposal Agreement and the transactions contemplated thereunder having been approved by the GSH Shareholders at a general meeting of GSH in accordance with the requirements under the Listing Rules;
(2) the Second Property Disposal Agreement and the transactions contemplated thereunder having been approved by the GBT Shareholders at a general meeting of GBT in accordance with the requirements under the Listing Rules; and
(3) if necessary, all the requisite consents from third party (including the relevant banks) in respect of the Second Property Disposal Agreement and the transactions contemplated thereunder having been obtained by GBT, GSH, Dihao Foodstuff and Dihao Crystal Sugar.

The Second Property SP Completion is not conditional upon the First Property SP Completion, the First Asset SP Completion nor the Second Asset SP Completion.

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None of the parties shall have the right to waive any of the above conditions precedents. If any of the conditions precedents is not satisfied within twelve months (or such longer period as may be agreed among the parties), the Second Property Disposal Agreement shall lapse and cease to have effect, and Dihao Foodstuff and/or (as the case may be) Dihao Crystal Sugar shall repay to the Purchaser all the deposits paid within ten days thereafter. Save as aforesaid and except in respect of any antecedent breach of the parties, no party shall have any rights and obligations against the other party under the Second Property Disposal Agreement after the lapse thereof.

The Second Property SP Completion

Subject to the conditions precedents for the Second Property SP Completion having been satisfied in full, the Second Property SP Completion will take place on such Business Day as notified in writing by Dihao Foodstuff and Dihao Crystal Sugar by giving the Purchaser at least five Business Days notice in advance. On the Second Property SP Completion, each of Dihao Foodstuff and Dihao Crystal Sugar shall enter into the agreed form of property transfer agreements, and shall take the necessary procedures to give effect to (i) the transfer and the change of registration of ownership of the Second Relevant Properties from each of Dihao Foodstuff and Dihao Crystal Sugar to the Purchaser; and (ii) the release and discharge of all the mortgages, third party interests and/or court orders over the Second Relevant Properties (if any) after the Second Property SP Completion.

To allow the GSH Group to have sufficient time for the relocation of its production facilities to the Xinglongshan Site and in consideration of the GSH Group agreeing to a prolonged payment schedule for the Second Property Purchase Price, under the Second Property Disposal Agreement, the Purchaser has granted to each of Dihao Foodstuff and Dihao Crystal Sugar a licence-fee free licence to continue to use the Second Relevant Properties pending completion of the relocation by each of them and delivery of the Second Relevant Properties to the Purchaser.

The GSH Group commenced the planning of the relocation of upstream production facilities since April 2014 and, in light of the poor market sentiment for upstream corn refinery, the GSH Group has postponed the relocation of upstream operations to the second quarter of 2017. The GSH Group will commence the relocation of downstream production facilities in April 2016. In light of the poor market sentiment and to minimise the disruption to the production and operation of the GSH Group arising from the relocation, the GSH Board currently expects the relocation of production facilities of the GSH Group to the Xinglongshan Site will be implemented by stages so that the production facilities can be relocated and commence production at the new sites progressively to meet the production needs before complete cessation of production at the current site. It is expected that the relocation will be completed by mid-2018, with the expected timeframe as follows:

Products of the GSH Group Production capacity of Expected time for the to which the production the relevant production relocation of production facilities relate facilities to be relocated facilities Maltodextrin (phase 1) 30,000 mtpa April 2016 – May 2017 Maltodextrin (phase 2) 30,000 mtpa July 2017 – June 2018

Products of the GSH Group to which the production facilities relate

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Products of the GSH Group	Production capacity of	Expected time for the
to which the production	the relevant production	relocation of production
facilities relate	facilities to be relocated	facilities
Crystallised glucose	100,000 mtpa	April 2016 – August 2017
Glucose/maltose	150,000 mtpa	April 2016 – January 2017
Corn refinery	600,000 mtpa	June 2017 – June 2018

Depending on, among others, the new designs of the production facilities in the Xinglongshan Site after the relocation and the then condition of the production machineries and equipment currently used the Second Relevant Properties, these machineries and equipment are expected to be relocated and re-used at the Xinglongshan Site, or to be disposed of accordingly.

DISPOSAL OF ACCOUNTS RECEIVABLES, INVENTORIES AND TOOLS

The First Asset Disposal Agreement

Date

14 April 2016

Parties

(1) The Purchaser, as the purchaser
(2) Changchun Baocheng, a sino-foreign equity joint venture enterprise established in the PRC and an indirect wholly owned subsidiary of GBT, as one of the vendors
(3) Dacheng Bio-tech, a sino-foreign equity joint venture enterprise established in the PRC and an indirect wholly owned subsidiary of GBT, as one of the vendors
(4) Changchun Dahe, a wholly-foreign-owned enterprise established in the PRC and an indirect wholly owned subsidiary of GBT, as one of the vendors
(5) Dacheng Modified Starch, a sino-foreign equity joint venture enterprise established in the PRC and an indirect wholly owned subsidiary of GBT, as one of the vendors
(6) Changchun Wanxiang, a sino-foreign equity joint venture enterprise established in the PRC and an indirect non-wholly owned subsidiary of GBT, as one of the vendors
(7) Harbin Dacheng, a limited liability company established in the PRC and an indirect wholly owned subsidiary of GBT, as one of the vendors

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(8) Dacheng Songyuan, a wholly-foreign owned enterprise established in the PRC and an indirect wholly owned subsidiary of GBT, as one of the vendors
(9) Dacheng Industrial, a wholly foreign owned enterprise established in the PRC and an indirect wholly owned subsidiary of GBT, as one of the vendors
(10) Changchun JBT, a limited liability company established in the PRC and an indirect wholly owned subsidiary of GBT, as one of the vendors
(11) Dacheng International Trade, a limited liability company established in the PRC and an indirect wholly owned subsidiary of GBT, as one of the vendors

Assets to be disposed of

Under the First Asset Disposal Agreement, Changchun Baocheng, Dacheng Bio-tech, Changchun Dahe, Dacheng Modified Starch, Changchun Wanxiang, Harbin Dacheng, Dacheng Songyuan, Dacheng Industrial, Changchun JBT and Dacheng International Trade have conditionally agreed to sell, and the Purchaser has conditionally agreed to purchase, the First Relevant Assets. The First Relevant Assets comprise of the following:

(i) the prepayments made by Changchun Baocheng, Dacheng Bio-tech, Changchun Dahe, Dacheng Modified Starch, Changchun Wanxiang, Harbin Dacheng and Dacheng Songyuan to their respective suppliers before impairment in an aggregate amount of about RMB624.1 million;
(ii) the trade and other receivables owed to Changchun Baocheng, Dacheng Bio-tech, Changchun Dahe, Dacheng Modified Starch, Changchun Wanxiang, Dacheng Songyuan, Dacheng Industrial, Changchun JBT and Dacheng International Trade by their respective customers and/ or suppliers before impairment in an aggregate amount of about RMB257.7 million; and
(iii) the inventories and tools, including coal, production materials, packaging materials and tools for production of polyol chemicals owned by Changchun Baocheng, Dacheng Bio-tech, Changchun Dahe, Dacheng Modified Starch, Changchun Wanxiang, Harbin Dacheng, Dacheng Songyuan and Changchun JBT for an aggregate book value before impairment as at 31 December 2015 of about RMB79.7 million.

The aggregate unaudited book value of the First Relevant Assets amounted to about RMB961.5 million before impairment, and RMB542.6 million after impairment by the Group as at 31 December 2015.

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The First Asset Purchase Price

The aggregate purchase price for the sale and purchase of the First Relevant Assets is about RMB673.1 million, of which about RMB158.8 million shall be payable to Changchun Baocheng, about RMB125.1 million shall be payable to Dacheng Bio-tech, about RMB291.4 million shall be payable to Changchun Dahe, about RMB15.5 million shall be payable to Dacheng Modified Starch, about RMB0.6 million shall be payable to Changchun Wanxiang, about RMB19.5 million shall be payable to Harbin Dacheng, about RMB1.3 million shall be payable to Dacheng Songyuan, about RMB16.1 million shall be payable to Dacheng Industrial, about RMB42.2 million shall be payable to Changchun JBT and about RMB2.6 million shall be payable to Dacheng International Trade by the Purchaser in cash in the following manner:

(1) on or before 31 December of the calendar year in which the First Asset SP Completion takes place, the Purchaser shall pay to each of Changchun Baocheng, Dacheng Bio-tech, Changchun Dahe, Dacheng Modified Starch, Changchun Wanxiang, Harbin Dacheng, Dacheng Songyuan, Dacheng Industrial, Changchun JBT and Dacheng International Trade a sum of about RMB63.6 million, RMB50.1 million, RMB116.6 million, RMB6.3 million, RMB0.2 million, RMB7.9 million, RMB0.5 million, RMB6.5 million, RMB16.9 million, and RMB1.0 million, respectively, being 40% of the First Asset Purchase Price, as payment of part of the First Asset Purchase Price;
(2) on or before 31 December of the first calendar year after the year in which the First Asset SP Completion takes place, the Purchaser shall pay to each of Changchun Baocheng, Dacheng Bio-tech, Changchun Dahe, Dacheng Modified Starch, Changchun Wanxiang, Harbin Dacheng, Dacheng Songyuan, Dacheng Industrial, Changchun JBT and Dacheng International Trade a sum of about RMB47.6 million, RMB37.5 million, RMB87.4 million, RMB4.6 million, RMB0.2 million, RMB5.8 million, RMB0.4 million, RMB4.8 million, RMB12.7 million, and RMB0.8 million, respectively, being 30% of the First Asset Purchase Price, as payment of part of the First Asset Purchase Price; and
(3) on or before 31 December of the second calendar year after the year in which the First Asset SP Completion takes place, the Purchaser shall pay to each of Changchun Baocheng, Dacheng Bio-tech, Changchun Dahe, Dacheng Modified Starch, Changchun Wanxiang, Harbin Dacheng, Dacheng Songyuan, Dacheng Industrial, Changchun JBT and Dacheng International Trade a sum of about RMB47.6 million, RMB37.5 million, RMB87.4 million, RMB4.6 million, RMB0.2 million, RMB5.8 million, RMB0.4 million, RMB4.8 million, RMB12.7 million, and RMB0.8 million, respectively, as payment of the balance of the First Asset Purchase Price.

Basis of the First Asset Purchase Price

The First Asset Purchase Price was determined by the parties after arm’s length negotiation with reference to a 30%-discount to the aggregate unaudited book value before impairment of the First Relevant Assets as at 31 December 2015, and taking into account that impairment would usually be made by the GBT Group for prepayment, trade and other receivables of the GBT Group which

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had been overdue for more than a year, the disposal of the relevant repayment, trade and other receivables comprising the First Relevant Assets would expedite the collection of these prepayment, trade and other receivables by the GBT Group and mitigate against the risk and the possible loss arising from the non-recovery thereof. On the above basis, the GBT Board considers the First Asset Purchase Price to be fair and reasonable.

Condition precedent

The First Asset SP Completion is conditional upon the First Asset Disposal Agreement and the transactions contemplated thereunder having been approved by the GBT Shareholders at a general meeting of GBT in accordance with the requirements under the Listing Rules.

The First Asset SP Completion is not conditional upon the Second Asset SP Completion, the First Property SP Completion nor the Second Property SP Completion.

None of the parties shall have the right to waive the above condition precedent. If the condition precedent is not satisfied within twelve months (or such longer period as may be agreed among the parties), the First Asset Disposal Agreement shall lapse and cease to have effect. Save as aforesaid and except in respect of any antecedent breach of the parties, no party shall have any rights and obligations against the other party under the First Asset Disposal Agreement after the lapse thereof.

The First Asset SP Completion

Subject to the conditions precedents for the First Asset SP Completion having been satisfied in full, the First Asset SP Completion will take place on such Business Day as notified in writing by Changchun Baocheng, Dacheng Bio-tech, Changchun Dahe, Dacheng Modified Starch, Changchun Wanxiang, Harbin Dacheng, Dacheng Songyuan, Dacheng Industrial, Changchun JBT and Dacheng International Trade by giving the Purchaser at least five Business Days notice in advance, on which the parties shall effect the transfer of the First Relevant Assets in accordance with the terms and conditions of the First Asset Disposal Agreement.

The Second Asset Disposal Agreement

Date

14 April 2016

Parties

(1) The Purchaser, as the purchaser
(2) Dihao Foodstuff, a wholly foreign owned enterprise established in the PRC, an indirect nonwholly owned subsidiary of GBT and an indirect wholly owned subsidiary of GSH, as one of the vendors

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(3) Dihao Crystal Sugar, a wholly foreign owned enterprise established in the PRC, an indirect non-wholly owned subsidiary of GBT and an indirect wholly owned subsidiary of GSH, as one of the vendors

Assets to be disposed of

Under the Second Asset Disposal Agreement, Dihao Foodstuff and Dihao Crystal Sugar have conditionally agreed to sell, and the Purchaser has conditionally agreed to purchase, the Second Relevant Assets. The Second Relevant Assets comprise of the following:

(i) the prepayments made by Dihao Foodstuff and Dihao Crystal Sugar to their respective suppliers before impairment in an aggregate amount of about RMB242.3 million; and
(ii) the trade and other receivables owed to Dihao Foodstuff and Dihao Crystal Sugar by their respective customers and/or suppliers before impairment in an aggregate amount of about RMB2.7 million.

The aggregate unaudited book value before impairment of the Second Relevant Assets amounted to about RMB245.0 million before impairment, and RMB242.2 million after impairment by the Group as at 31 December 2015.

The Second Asset Purchase Price

The aggregate purchase price for the sale and purchase of the Second Relevant Assets is about RMB171.5 million, of which about RMB171.0 million shall be payable to Dihao Foodstuff and about RMB0.5 million shall be payable to Dihao Crystal Sugar by the Purchaser in cash in the following manner:

(1) on or before 31 December of the calendar year in which the Second Asset SP Completion takes place, the Purchaser shall pay to each of Dihao Foodstuff and Dihao Crystal Sugar a sum of about RMB68.4 million and RMB0.2 million, respectively, being 40% of the Second Asset Purchase Price, as payment of part of the Second Asset Purchase Price;
(2) on or before 31 December of the first calendar year after the year in which the Second Asset SP Completion takes place, the Purchaser shall pay to each of Dihao Foodstuff and Dihao Crystal Sugar a sum of about RMB51.3 million and RMB0.15 million, respectively, being 30% of the Second Asset Purchase Price, as payment of part of the Second Asset Purchase Price; and
(3) on or before 31 December of the second calendar year after the year in which the Second Asset SP Completion takes place, the Purchaser shall pay to each of Dihao Foodstuff and Dihao Crystal Sugar a sum of about RMB51.3 million and RMB0.15 million, respectively, being the payment of the balance of the Second Asset Purchase Price.

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Basis of the Second Asset Purchase Price

The Second Asset Purchase Price was determined by the parties after arm’s length negotiation with reference to a 30%-discount to the aggregate unaudited book value before impairment of the Second Relevant Assets as at 31 December 2015, and taking into account that impairment would usually be made by the GSH Group for prepayment, trade and other receivables of the GSH Group which had been overdue for more than a year, the disposal of the relevant repayment, trade and other receivables comprising the Second Relevant Assets would expedite the collection of these prepayment, trade and other receivables by the GSH Group and mitigate against the risk and the possible loss arising from the non-recovery thereof. On the above basis, the GSH Board considers the Second Asset Purchase Price to be fair and reasonable.

Conditions precedents

The Second Asset SP Completion is conditional upon the following conditions precedent being satisfied:

(1) the Second Asset Disposal Agreement and the transactions contemplated thereunder having been approved by the GSH Shareholders at a general meeting of GSH in accordance with the requirements under the Listing Rules; and
(2) the Second Asset Disposal Agreement and the transactions contemplated thereunder having been approved by the GBT Shareholders at a general meeting of GBT in accordance with the requirements under the Listing Rules.

The Second Asset SP Completion is not conditional upon the First Asset SP Completion, the First Property SP Completion nor the Second Property SP Completion.

None of the parties shall have the right to waive any of the above conditions precedents. If any of the conditions precedents is not satisfied within twelve months (or such longer period as may be agreed among the parties), the Second Asset Disposal Agreement shall lapse and cease to have effect. Save as aforesaid and except in respect of any antecedent breach of the parties, no party shall have any rights and obligations against the other party under the Second Asset Disposal Agreement after the lapse thereof.

The Second Asset SP Completion

Subject to the conditions precedents for the Second Asset SP Completion having been satisfied in full, the Second Asset SP Completion will take place on such Business Day as notified in writing by Dihao Foodstuff and Dihao Crystal Sugar by giving the Purchaser at least five Business Days notice in advance, on which the parties shall effect the transfer of the Second Relevant Assets in accordance with the terms and conditions of the Second Asset Disposal Agreement.

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FINANCIAL EFFECT OF THE DISPOSALS

The aggregate book value of the First Relevant Properties and the First Relevant Assets amounted to about RMB1,437.9 million as at 30 June 2015, while the aggregate book value of the Second Relevant Properties and the Second Relevant Assets amounted to about RMB550.5 million as at 30 June 2015.

From GBT’s perspective and subject to final audit, the estimated net gain arising from the disposal of the Relevant Properties and the Relevant Assets is expected to be about RMB990.3 million, and such gain has been determined by reference to (i) the difference between the aggregate of the First Property Purchase Price and the Second Property Purchase Price, and the aggregate carrying value of the Relevant Properties amounting to about RMB955.2 million as at 30 June 2015; (ii) the difference between the aggregate of the First Asset Purchase Price and the Second Asset Purchase Price, and the aggregate carrying value of the Relevant Assets amounting to about RMB61.0 million as at 30 June 2015; (iii) the estimated tax payable in respect of such disposals in accordance with the relevant tax laws in the PRC; and (iv) the estimated legal and other professional costs and expenses to be incurred by GBT in respect of the transactions under the Property Disposal Agreements and the Asset Disposal Agreements. It is estimated that the total assets of the GBT Group will be increased by about RMB990.3 million. The above estimates are provided for illustration purposes only and the actual gain that GBT will realise from the disposal depends on the actual carrying value of the Relevant Properties and the Relevant Assets on the respective dates of the First Property SP Completion, the First Asset SP Completion, the Second Property SP Completion and, as the case may be, the Second Asset SP Completion.

From GSH’s perspective and subject to final audit, the estimated net gain arising from the disposal of the Second Relevant Properties and the Second Relevant Assets is expected to be about RMB162.8 million, and such gain has been determined by reference to (i) the difference between the Second Property Purchase Price and the aggregate net book value of the Second Relevant Properties amounting to about RMB249.9 million (gain) as at 30 June 2015; (ii) the difference between the aggregate of the Second Asset Purchase Price and the aggregate carrying value of the Second Relevant Assets amounting to about RMB(70.5) million (loss) as at 30 June 2015; (iii) the estimated tax payable in respect of such disposals in accordance with the relevant tax laws in the PRC; and (iv) the estimated legal and other professional costs and expenses to be incurred by GSH in respect of the transactions under the Second Property Disposal Agreement and the Second Asset Disposal Agreement. It is estimated that the total assets of the GSH Group will be increased by about RMB162.8 million. The above estimates are provided for illustration purposes only and the actual gain that GSH will realise from the disposal depends on the actual carrying value of the Second Relevant Properties and the Second Relevant Assets on the date of the Second Property SP Completion and, as the case may be, the Second Asset SP Completion.

REASONS FOR THE DISPOSALS

As disclosed in the joint announcement of GBT and GSH dated 7 January 2014, in response to the call of the local government to industrial companies to move their factories away from the central districts of Changchun which has been developed rapidly, the GBT Group and the GSH Group have

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planned to relocate all the production facilities of their subsidiaries in Changchun, the PRC from Luyuan District in Changchun to Xinglongshan in Changchun. As such, the lands and buildings on which these production facilities are or were previously located will no longer be used by both groups. Due to changes in operating environment in the PRC and the evolution of production technology, certain tools and production materials which form part of the Relevant Assets to be disposed of, will no longer be used by both groups. As such, GBT and, as the case may be, GSH, have been looking for opportunities to realise the value of the Relevant Properties and the Relevant Assets so as to improve the financial conditions of the 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. In addition, GBT and GSH had been in negotiations with the Changchun Land Reserve Centre（長春市土地儲備中心）for the resumption of the Relevant Properties since May 2013. However, due to the prolonged negotiations between GBT, GSH and the Changchun Land Reserve Centre and that no binding agreements for such resumption of all or any part of the Relevant Properties had been entered into between GBT, GSH and the Changchun Land Reserve Centre, the proposed transactions under the Property Purchase Agreements are expected to provide the GBT Group and GSH Group with earlier and more direct access to funds for both groups’ relocation and operation purposes.

The Relevant Assets also comprise of prepayments for an aggregate amount of about RMB866.5 million owed by the suppliers of the GBT Group and the GSH Group, and trade and other receivables for an aggregate amount of about RMB260.4 million owed by the suppliers and/or customers of the GBT Group and the GSH Group. Due to economic downturn of China, more than 99.6% of the trade and other receivables comprised in the Relevant Assets had overdue for more than 6 months as at 31 December 2015. Based on the assessment of the respective management of GBT and GSH on the recoverability and time value of the Relevant Assets, it is expected that through disposal of the relevant prepayment, trade and other receivables comprising the Relevant Assets, the GBT Group and the GSH Group would be able to expedite the collection of these prepayment, trade and other receivables, and to mitigate against the risk and the possible loss arising from the non-recovery thereof.

Currently, the production facilities in the First Relevant Properties have a corn processing capacity of 600,000 mtpa and have a production capacity of 200,000 mtpa and 80,000 mtpa of lysine and modified starch respectively, which constitute 25.0% and 31.7% of the total production capacity of the upstream and downstream products of the GBT Group respectively. The utilisation rate of these production facilities for the production of upstream and downstream products of the GBT Group during the year ended 31 December 2015 amounted to about 19% and 4%, respectively, representing about 27% and 13% of the total production volume of upstream and downstream products of the GBT Group for the year, respectively. The utilisation rate of these production facilities for the production of upstream and downstream products of the GBT Group during the three months ended 31 March 2016 amounted to about 93% and 2%, respectively, representing about 32% and 1% of the total production volume of upstream and downstream products of the GBT Group for the corresponding period, respectively. The production facilities in the Second Relevant Properties have a corn processing capacity of 600,000 mtpa and have a production capacity of 600,000 mtpa, 200,000 mtpa and 20,000 mtpa of glucose/maltose, crystalline glucose and maltodextrin, respectively, which

— 18 —

constitute 43% and 60% of the total production capacity of the upstream and downstream products of the GSH Group respectively. During the year ended 31 December 2015, these production facilities were not utilised for production of any upstream and downstream products of the GSH Group. These production facilities were not utilised for the production of upstream products of the GSH Group during the three months ended 31 March 2016, while they were utilised for the production of downstream products of the GSH Group at the utilisation rate of about 3%, representing about 11.6% of the total production volume of downstream products of the GSH Group during the corresponding period.

Apart from the Relevant Properties, the GBT Group and the GSH Group also have production facilities situated in the Xinglongshan Site, Dehui City of Changchun, Jinzhou, Harbin and Shanghai, and the production facilities in the Xinglongshan Site, Dehui City of Changchun and Shanghai are currently in operation. As set out in the paragraphs headed “The First Property SP Completion” and “The Second Property SP Completion” above, the Purchaser has granted to each of Dacheng Industrial, Dacheng Modified Starch, Changchun Baocheng, Dihao Foodstuff and Dihao Crystal Sugar a licence-fee free licence to continue to use the Relevant Properties pending completion of their relocation to the Xinglongshan Site. Taken into account the low utilisation rates of some of the production facilities at the Relevant Properties, their relatively immaterial contribution to the total production volume of upstream and downstream products of the GBT Group and the GSH Group and that the remaining production facilities of the GBT Group and the GSH Group in the Xinglongshan Site, Dehui City of Changchun, Jinzhou, Harbin and Shanghai are not fully utilised (with utilisation rates for production of upstream products of the GBT Group and the GSH Group for the three months ended 31 March 2016 amounted to about 50% and nil, respectively, and that for production of downstream products of about 55% and 34%, respectively), the GBT Board and the GSH Board consider that the GBT Group and the GSH Group do not heavily rely on the production facilities in the Relevant Properties for their production. The GBT Board and the GSH Board also believe that the transaction contemplated under the Property Disposal Agreements will not cause material interruption to the production of the GBT Group and the GSH Group, as both the GBT Group and the GSH Group can continue their production at the Relevant Properties pending progressive relocation of their operation to the Xinglongshan Site.

In order to meet the changing market demand, it is the plan of the GSH Board to adjust the production capacity of different products after its relocation to the Xinglongshan Site. While the corn processing capacity will remain unchanged as 600,000 mtpa, the processing capacity of glucose/ maltose and crystalline glucose is expected to be scaled down to 150,000 mtpa and 100,000 mtpa respectively, and the production capacity of maltodextrin will be increased to 60,000 mtpa.

The GBT Board does not have any present plan to adjust the production capacity of the GBT Group after the relocation.

Other than the above adjustment of production capacity by the GSH Group, there will not be any change to the respective existing principal business and the business model of the GBT Group and the GSH Group as a result of the disposal of the Relevant Properties and the Relevant Assets.

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The aggregate net proceeds arising from the disposal under the First Property Disposal Agreement and the First Asset Disposal Agreement are estimated to be about RMB2.3 billion. The GBT Board intends to utilise the net proceeds (i) as to about RMB0.7 billion, towards the relocation of the GBT Group’s production facilities to Xinglongshan in Changchun; and (ii) as to about RMB1.6 billion, for the working capital and future development of the GBT Group.

The net proceeds arising from the disposal under the Second Property Disposal Agreement and the Second Asset Disposal Agreement are estimated to be about RMB730 million. The GSH Board intends to utilise the net proceeds (i) as to about RMB300 million, towards the relocation of the GSH Group’s production facilities to Xinglongshan in Changchun; and (ii) as to about RMB430 million, for the working capital and future development of the GSH Group.

Taking into account, among others, the basis of the First Property Purchase Price, the basis of the First Asset Purchase Price and the reasons for entering into the First Property Disposal Agreement and the First Asset Disposal Agreement as detailed in the paragraph headed “Reasons for the Disposals” in this announcement, the GBT Directors (including the independent non-executive directors of GBT) believe that the respective terms of the First Property Disposal Agreement and the First Asset Disposal Agreement have been negotiated on an arm’s length basis and on normal commercial terms and are fair and reasonable and in the interests of GBT and its shareholders as a whole.

Taking into account, among others, the basis of the Second Property Purchase Price, the basis of the Second Asset Purchase Price and the reasons for entering into the Second Property Disposal Agreement and the Second Asset Disposal Agreement as detailed in the paragraph headed “Reasons for the Disposals” in this announcement, the GBT Directors and the GSH Directors (including the respective independent non-executive directors) believe that the respective terms of the Second Property Disposal Agreement and the Second Asset Disposal Agreements have been negotiated on an arm’s length basis and on normal commercial terms and are fair and reasonable and in the interests of GBT, GSH and their respective shareholders as a whole.

INFORMATION OF THE GBT GROUP AND THE GSH GROUP

The GBT Group is principally engaged in the manufacture and sale of corn refined products and corn based biochemical products. The GSH Group is principally engaged in the production and sale of corn refined products and corn based sweetener products.

INFORMATION OF THE PURCHASER

The Purchaser, a limited liability company established in the PRC which is principally engaged in the building construction, engineering and decoration services and sales of construction and decoration materials in the PRC. To the best of the knowledge, information and belief of the respective members of the GBT Board and the GSH Board having made all reasonable enquiries, Jiaotou is one of the creditors of the Purchaser. Apart from such relationship, the Purchaser and its ultimate beneficial owner(s) are third parties independent of GBT, GSH and their respective connected persons (as defined under the Listing Rules).

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IMPLICATIONS UNDER THE LISTING RULES

Each of GBT and GSH will convene a general meeting to seek for approval from GBT Shareholders and GSH Shareholders, respectively, for the Property Disposal Agreements and the Asset Disposal Agreements and (in respect of GSH) the Second Property Disposal Agreement, the Second Asset Disposal Agreement and the respective transactions contemplated thereunder. As at the date of this joint announcement, each of GBT and GSH is not aware, having made all reasonable enquiries, that any GBT Shareholder or (as the case may be) any GSH Shareholder is required to abstain from voting on the resolutions to be proposed at the respective general meetings of GBT and GSH for approving the Property Disposal Agreements, the Asset Disposal Agreements and the respective transactions contemplated thereunder.

The First Relevant Properties and the Second Relevant Properties are adjacent to each other. The GBT Board and the GSH Board consider that, through joint negotiation by the GBT Group and the GSH Group with the Purchaser in respect of the respective terms and conditions of the Property Disposal Agreements and the Asset Disposal Agreements, the GBT Group and the GSH Group can offer the Purchaser with the opportunity to purchase a large piece of land, thereby creating a synergy effect and strengthening the bargaining power of the GBT Group and the GSH Group for the negotiation of better commercial terms. Nevertheless, each of the Property Disposal Agreements and the Asset Disposal Agreements is not conditional upon each other, and therefore the Purchaser will need to complete the First Property Disposal Agreement even if the Second Property Disposal Agreement cannot be completed for any reason. The First Relevant Properties and the Second Relevant Properties are separate from and not overlapping with each other, and therefore the use of the First Relevant Properties for redevelopment purpose would not be dependent on the acquisition of the Second Relevant Properties, or vice versa. The consideration receivable under each agreement is solely dependent on the values of the relevant underlying properties/assets comprising the Relevant Properties and the Relevant Assets, irrespective of the consideration receivable under the other agreements.

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Taken into account the above, the GSH Board considers that save as aforesaid, GBT did not perform a specific role in the negotiation of the terms of the Second Property Disposal Agreement and the Second Asset Disposal Agreement between the GSH Group and the Purchaser, and GBT’s interest in the Second Property Disposal Agreement and the Second Asset Disposal Agreement does not differ from that of the other shareholders of GSH, and is common with that of GSH. The transactions under the Second Property Disposal Agreement and the Second Asset Disposal Agreement do not constitute connected transactions of GSH under chapter 14A of the Listing Rules, and GBT and its associates are not considered to be materially interested in these transactions and are therefore not required to abstain from voting on the resolutions to be proposed at the general meetings of GSH for approving the Second Property Disposal Agreement and the Second Asset Disposal Agreement.

As the transactions under the Property Disposal Agreements and the Asset Disposal Agreements are subject to the fulfillment of various conditions precedent which may or may not be fulfilled, there is no assurance that all or any of the Property Disposal Agreements and the Asset Disposal Agreements will be completed. Shareholders and potential investors should exercise caution when dealing in the securities of GBT and GSH.

DEFINITIONS

In this joint announcement, unless the context otherwise requires, the following expressions shall have the following meanings when used herein:

“Asset Disposal collectively, the First Asset Disposal Agreement and the Second Asset Agreements” Disposal Agreement
“associate(s)” has the meaning ascribed to it under the Listing Rules
“Business Day” a day on which banks are generally open for business in Hong Kong and the PRC (other than a Saturday, Sunday or a public holiday or a day on which a tropical cyclone warning No. 8 or above or a “black” rainstorm warning signal is or remains hoisted in Hong Kong at any time between 9:00 a.m. and 5:00 p.m.)

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“Changchun Baocheng” 長春寶成生化發展有限公司 (Changchun Baocheng Bio-chem Development Co., Ltd.*), a sino-foreign equity joint venture enterprise established in the PRC and an indirect wholly owned subsidiary of GBT
“Changchun Dahe”
長春大合生物技術開發有限公司 (Changchun Dahe Bio Technology Development Co., Ltd.*), a wholly-foreign-owned enterprise established in the PRC and an indirect wholly owned subsidiary of GBT
“Changchun JBT”
長春金寶特生物化工有限公司 (Changchun GBT Bio-Chemical Co., Ltd.), a limited liability company established in the PRC and an indirect wholly owned subsidiary of GBT
“Changchun Wanxiang” 長春萬祥玉米油有限公司 (Changchun Wanxiang Corn Oil Co., Ltd.), a sino-foreign equity joint venture enterprise established in the PRC and an indirect non-wholly owned subsidiary of GBT
“Dacheng Bio-tech”
長春大成生物科技開發有限公司 (Changchun Dacheng Bio-tech Development Co., Ltd.*), a sino-foreign equity joint venture enterprise established in the PRC and an indirect wholly owned subsidiary of GBT
“Dacheng Industrial”
長春大成實業集團有限公司 (Changchun Dacheng Industrial Group Co., Ltd.*), a wholly foreign owned enterprise established in the PRC and an indirect wholly owned subsidiary of GBT
“Dacheng International 長春大成實業集團進出口有限公司 (Changchun Dacheng Industrial Group Trade” International Trade Co., Ltd.*), a limited liability company established in the PRC and an indirect wholly owned subsidiary of GBT
“Dacheng Modified Starch”
長春大成特用玉米變性澱粉開發有限公司 (Changchun Dacheng Special Corn & Modified Starch Development Co., Ltd.*), a sino-foreign equity joint venture enterprise established in the PRC and an indirect wholly owned subsidiary of GBT
“Dacheng Songyuan” 大成生化科技 ( 松原 ) 有限公司 (Dacheng Bio-chem Technology (Songyuan) Co., Ltd.*), a wholly-foreign owned enterprise established in the PRC and an indirect wholly owned subsidiary of GBT
“Dihao Crystal Sugar” 長春帝豪結晶糖開發實業有限公司 (Changchun Dihao Crystal Sugar Industry Development Co., Ltd.*), a wholly foreign owned enterprise established in the PRC, an indirect non-wholly owned subsidiary of GBT and an indirect wholly owned subsidiary of GSH

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“Dihao Foodstuff”
長春帝豪食品發展有限公司 (Changchun Dihao Foodstuff Development Co., Ltd.*), a wholly foreign owned enterprise established in the PRC, an indirect non-wholly owned subsidiary of GBT and an indirect wholly owned subsidiary of GSH
“First Asset Disposal the asset transfer agreement dated 14 April 2016 and entered into between Agreement” the Purchaser and Changchun Baocheng, Dacheng Bio-tech, Changchun Dahe, Dacheng Modified Starch, Changchun Wanxiang, Harbin Dacheng, Dacheng Songyuan, Dacheng Industrial, Changchun JBT and Dacheng International Trade in respect of the sale and purchase of the First Relevant Assets on and subject to the terms and conditions thereof
“First Asset Purchase the aggregate cash purchase price for the sale and purchase of the First Price” Relevant Assets of about RMB673.1 million, of which about RMB158.8 million shall be payable to Changchun Baocheng, about RMB125.1 million shall be payable to Dacheng Bio-tech, about RMB291.4 million shall be payable to Changchun Dahe, about RMB15.5 million shall be payable to Dacheng Modified Starch, about RMB0.6 million shall be payable to Changchun Wanxiang, about RMB19.5 million shall be payable to Harbin Dacheng, about RMB1.3 million shall be payable to Dacheng Songyuan, RMB16.1 million shall be payable to Dacheng Industrial, about RMB42.2 million shall be payable to Changchun JBT and about RMB2.6 million shall be payable to Dacheng International Trade
“First Asset SP completion of the First Asset Disposal Agreement in accordance with its Completion” terms and conditions
“First Property Disposal the property transfer agreement dated 14 April 2016 and entered into Agreement” between the Purchaser and Dacheng Industrial, Dacheng Modified Starch and Changchun Baocheng in respect of the sale and purchase of the First Relevant Properties on and subject to the terms and conditions thereof
“First Property SP completion of the First Property Disposal Agreement in accordance with Completion” its terms and conditions
“First Property Purchase the aggregate cash purchase price for the sale and purchase of the First Price” Relevant Properties of RMB1,641,610,000, of which RMB576,900,000 shall be payable to Dacheng Industrial, RMB9,680,000 shall be payable to Dacheng Modified Starch and RMB1,055,030,000 shall be payable to Changchun Baocheng

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“First Relevant Assets” collectively, (i) the prepayments made by Changchun Baocheng, Dacheng Bio-tech, Changchun Dahe, Dacheng Modified Starch, Changchun Wanxiang, Harbin Dacheng and Dacheng Songyuan to their respective suppliers before impairment in an aggregate amount of about RMB624.1 million; (ii) the trade and other receivables owed to Changchun Baocheng, Dacheng Bio-tech, Changchun Dahe, Dacheng Modified Starch, Changchun Wanxiang, Dacheng Songyuan, Dacheng Industrial, Changchun JBT and Dacheng International Trade by their respective customers and/or suppliers before impairment in an aggregate amount of about RMB257.7 million; (iii) the inventories and tools, including coal, production materials, packaging materials and tools for production of polyol chemicals owned by Changchun Baocheng, Dacheng Biotech, Changchun Dahe, Dacheng Modified Starch, Changchun Wanxiang, Harbin Dacheng, Dacheng Songyuan and Changchun JBT for an aggregate book value before impairment as at 31 December 2015 of about RMB79.7 million
“First Relevant collectively, (i) the four pieces of land situated at the east side of Properties” Xihuancheng Road, Lu Yuan District, Changchun, the PRC with an aggregate site areas of about 470,162 sq. m., and the buildings erected thereon with an aggregate gross floor areas of about 89,716 sq. m., all owned by Dacheng Industrial; (ii) the piece of land situated at the east side of Xihuancheng Road, Lu Yuan District, Changchun, the PRC with a site area of about 13,820 sq. m., and the buildings erected thereon with an aggregate gross floor areas of about 13,820 sq.m. all owned by Dacheng Modified Starch; and (iii) the two pieces of land situated at the east side of Xihuancheng Road, Lu Yuan District, Changchun, the PRC with an aggregate site areas of about 271,852 sq. m., and the buildings erected thereon with an aggregate gross floor areas of about 188,537 sq. m., all owned by Changchun Baocheng
“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 (stock code: 00809)
“GBT Board”
the board of GBT Directors
“GBT Director(s)” director(s) of GBT
“GBT EGM” an extraordinary general meeting of GBT to be convened and held to consider and, if thought fit, approve (among other matters) the Property Disposal Agreements, the Asset Disposal Agreements and the respective transactions contemplated thereunder

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“GBT Group” GBT and its subsidiaries which, for the purpose of this joint announcement, exclude the GSH Group

“GBT Shareholders” holders of ordinary shares of HK$0.10 each in the share capital of GBT
“GSH” Global Sweeteners Holdings Limited, a company incorporated in the Cayman Islands with limited liability, the non-wholly owned subsidiary of GBT and the shares of which are listed on the main board of the Stock Exchange (stock code: 03889)
“GSH Board” the board of GSH Directors
“GSH Director(s)” director(s) of GSH
“GSH EGM” an extraordinary general meeting of GSH to be convened and held to consider and, if thought fit, approve (among other matters) the Second Property Disposal Agreement, the Second Asset Disposal Agreement and the respective transactions contemplated thereunder
“GSH Group” GSH and its subsidiaries which, for the purpose of this joint announcement, exclude the GBT Group
“GSH Shareholders” holders of ordinary shares of HK$0.10 each in the share capital of GSH
“Harbin Dacheng” 哈爾濱大成生物科技有限公司 (Harbin Dacheng Bio Technology Co., Ltd., a limited liability company established in the PRC and an indirect wholly owned subsidiary of GBT
“Hong Kong” The Hong Kong Special Administrative Region of the PRC
“HK$” Hong Kong dollars, the lawful currency of Hong Kong
“Jiaotou” 吉林省交通投資集團有限公司 (Jilin Province Communication Investment Group Co., Ltd.), a limited liability company incorporated in the People’s Republic of China, one of the substantial shareholders of GBT and the holder of the convertible bonds issued by GBT
“Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange
“mtpa” metric tonne per annum “PRC” the People’s Republic of China which, for the purpose of this joint announcement, excludes Hong Kong, The Macau Special Administrative Region and Taiwan

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“Property Disposal collectively, the First Property Disposal Agreement and the Second Agreements” Property Disposal Agreement
“Purchaser” 吉林省大陽神建築工程有限公司 (Jilin Province Taiyangshen Construction Engineering Co., Ltd.*), a limited liability company established in the PRC and the purchaser of the Relevant Properties and the Relevant Assets under the Property Disposal Agreements and the Asset Disposal Agreements
“Relevant Assets” collectively, the First Relevant Assets and the Second Relevant Assets
“Relevant Properties” collectively, the First Relevant Properties and the Second Relevant Properties
“RMB” Renminbi, the lawful currency of the PRC
“Second Asset Disposal the asset transfer agreement dated 14 April 2016 and entered into between Agreement” the Purchaser and Dihao Foodstuff and Dihao Crystal Sugar in respect of the sale and purchase of the Second Relevant Assets on and subject to the terms and conditions thereof
“Second Asset Purchase the aggregate cash purchase price for the sale and purchase of the Second Price” Relevant Assets of about RMB171.5 million, of which about RMB171.0 million shall be payable to Dihao Foodstuff and about RMB0.5 million shall be payable to Dihao Crystal Sugar
“Second Asset SP completion of the Second Asset Disposal Agreement in accordance with Completion” its terms and conditions
“Second Property the property transfer agreement dated 14 April 2016 and entered into Disposal Agreement” between the Purchaser and Dihao Foodstuff and Dihao Crystal Sugar in respect of the sale and purchase of the Second Relevant Properties on and subject to the terms and conditions thereof
“Second Property SP completion of the Second Property Disposal Agreement in accordance Completion” with its terms and conditions
“Second Property the aggregate cash purchase price for the sale and purchase of the Second Purchase Price” Relevant Properties of RMB558,390,000, of which RMB500,660,000 shall be payable to Dihao Foodstuff and RMB57,730,000 shall be payable to Dihao Crystal Sugar

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“Second Relevant collectively, (i) the prepayments made by Dihao Foodstuff and Dihao Assets” Crystal Sugar to their respective suppliers before impairment in an aggregate amount of about RMB242.3 million; and (ii) the trade and other receivables owed to Dihao Foodstuff and Dihao Crystal Sugar by their respective customers and/or suppliers before impairment in an aggregate amount of about RMB2.7 million
“Second Relevant collectively, (i) the three pieces of land situated at the east side of Properties” Xihuancheng Road, Lu Yuan District, Changchun, the PRC with an aggregate site areas of about 225,087 sq. m., and the buildings erected thereon with an aggregate gross floor areas of about 76,855 sq. m., all owned by Dihao Foodstuff; and (ii) the two pieces of land situated at the east side of Xihuancheng Road, Lu Yuan District, Changchun, the PRC with an aggregate site areas of about 31,667 sq. m., and the buildings erected thereon with an aggregate gross floor areas of about 7,173 sq. m., all owned by Dihao Crystal Sugar
“sq. m.” square metre(s)
“Stock Exchange” The Stock Exchange of Hong Kong Limited
“Xinglongshan Site” the new production facilities of the GBT Group and the GSH Group in Xinglongshan, Changchun
“%” per cent.

By order of the GBT Board By order of the GSH Board Global Bio-chem Technology Group Global Sweeteners Holdings Limited Company Limited Wang Jian Wang Qiu Chairman Chairman

Hong Kong, 14 April 2016

As at the date of this joint 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 three independent non-executive directors, namely Mr. Ng Kwok Pong, Mr. Yeung Kit Lam and Ms. Chiu Lai Ling Shirley.

As at the date of this joint 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 three independent non-executive directors, namely Mr. Ho Lic Ki, Mr. Lo Kwing Yu and Mr. Yuen Tsz Chun.

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AI assistant

Global Corn Group Limited — Capital/Financing Update 2016

50915_rns_2016-04-14_65635e0d-3086-47e4-a656-a7d3922f285f.pdf

GLOBAL BIO-CHEM TECHNOLOGY GROUP COMPANY LIMITED 大成生化科技集團有限公司 *

GLOBAL SWEETENERS HOLDINGS LIMITED 大成糖業控股有限公司[*]

JOINT ANNOUNCEMENT DISPOSAL OF LANDS AND BUILDINGS IN CHANGCHUN DISPOSAL OF ACCOUNTS RECEIVABLES, INVENTORIES AND TOOLS VERY SUBSTANTIAL DISPOSAL

DISPOSAL OF LANDS AND BUILDINGS IN CHANGCHUN

DISPOSAL OF ACCOUNTS RECEIVABLES, INVENTORIES AND TOOLS

LISTING RULES IMPLICATIONS

DISPOSAL OF LANDS AND BUILDINGS IN CHANGCHUN

Date

Parties

Assets to be disposed of

The First Property Purchase Price

Basis of the First Property Purchase Price

Conditions precedents

The First Property SP Completion

The Second Property Disposal Agreement

Date

Parties

Assets to be disposed of

The Second Property Purchase Price

Basis of the Second Property Purchase Price

Conditions precedents

The Second Property SP Completion

DISPOSAL OF ACCOUNTS RECEIVABLES, INVENTORIES AND TOOLS

The First Asset Disposal Agreement

Date

Parties

Assets to be disposed of

The First Asset Purchase Price

Basis of the First Asset Purchase Price

Condition precedent

The First Asset SP Completion

The Second Asset Disposal Agreement

Date

Parties

Assets to be disposed of

The Second Asset Purchase Price

Basis of the Second Asset Purchase Price

Conditions precedents

The Second Asset SP Completion

FINANCIAL EFFECT OF THE DISPOSALS

REASONS FOR THE DISPOSALS

INFORMATION OF THE GBT GROUP AND THE GSH GROUP

INFORMATION OF THE PURCHASER

IMPLICATIONS UNDER THE LISTING RULES

DEFINITIONS

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Global Corn Group Limited Capital/Financing Update 2016