Global Corn Group Limited — Proxy Solicitation & Information Statement 2016

Jun 3, 2016

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your stockbroker or other licensed securities dealer, bank manager, solicitor, professional accountant or other professional advisers.

If you have sold or transferred all your shares in Global Sweeteners Holdings Limited, you should at once hand this circular and the accompanying form of proxy to the purchaser(s) or the transferee(s) or to the bank, stockbroker or licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser(s) or the transferee(s).

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

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

(incorporated in the Cayman Islands with limited liability)

(Stock Code: 03889)

VERY SUBSTANTIAL DISPOSAL IN RELATION TO DISPOSAL OF LANDS AND BUILDINGS IN CHANGCHUN DISPOSAL OF ACCOUNTS RECEIVABLES AND NOTICE OF EGM

A notice convening the EGM to be held on 21 June 2016 at 10:30 a.m. at Admiralty Conference Centre, 1804A, 18/F., Tower 1, Admiralty Centre, 18 Harcourt Road, Admiralty, Hong Kong is set out on pages 56 to 58 of this circular. A form of proxy for use at the EGM is also enclosed with this circular.

Whether or not you intend to attend the EGM, you are advised to read the notice of EGM and complete and return the enclosed form of proxy in accordance with the instructions printed thereon to the Hong Kong branch share registrar and transfer office of the Company, Tricor Investor Services Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong as soon as possible and in any event not later than 48 hours before the time appointed for the holding of the EGM or any adjournment thereof. Completion and delivery of the form of proxy will not preclude you from attending and voting in person at the EGM should you so wish.

3 June 2016

• for identification purposes only

CONTENTS

	Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Appendix I — Valuation Report by Savills. . . . . . . . . . . . . . . . . . . . . . . . . . . .	23
Appendix II — Financial Information of the Group. . . . . . . . . . . . . . . . . . . . .	36
Appendix III — General Information. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	47
Notice of EGM. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	56

— i —

DEFINITIONS

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

• “Articles of Association” the articles of association of the Company, as amended from time to time

• “Asset Disposal Agreement” the asset transfer agreement dated 14 April 2016 and entered into between the Purchaser and Dihao Foodstuff and Dihao Crystal Sugar in respect of the sale and purchase of the Relevant Assets on and subject to the terms and conditions thereof

• “Asset Purchase Price”

• the aggregate cash purchase price for the sale and purchase of the 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

• “Asset SP Completion”

• completion of the Asset Disposal Agreement in accordance with its terms and conditions

• “associate(s)”

• has the meaning ascribed to it under the Listing Rules

• “Board”

• the board of Directors

• “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.)

• “BVI” the British Virgin Islands

• “Company”

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 (stock code: 03889)

— 1 —

DEFINITIONS

• “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

• “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 wholly owned subsidiary of the Company

• “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 wholly owned subsidiary of the Company

• “Director(s)” director(s) of the Company

• “EGM”

• the extraordinary general meeting of the Company to be convened and held at 10:30 a.m. on 21 June 2016 at Admiralty Conference Centre, 1804A, 18/F., Tower 1, Admiralty Centre, 18 Harcourt Road, Admiralty, Hong Kong, the notice of which is set out on pages 56 to 58 of this circular, and any adjournment thereof for the purpose of considering, and if thought fit, approve (among other matters) the Property Disposal Agreement, the Asset Disposal Agreement and the respective transactions contemplated thereunder

• “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) and the controlling shareholder of the Company

• “GBT Group”

GBT and its subsidiaries which, for the purpose of this circular, excludes the Group

• “Group”

the Company and its subsidiaries

• for identification purpose only

— 2 —

DEFINITIONS

• “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 PRC, one of the substantial shareholders of GBT and the holder of the convertible bonds issued by GBT

• “Latest Practicable Date”

• 31 May 2016, being the latest practicable date prior for ascertaining certain information contained in this circular

• “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 circular, excludes Hong Kong, The Macau Special Administrative Region and Taiwan

• “Property Disposal Agreement”

the property transfer agreement dated 14 April 2016 and entered into between the Purchaser and Dihao Foodstuff and Dihao Crystal Sugar in respect of the sale and purchase of the Relevant Properties on and subject to the terms and conditions thereof

• “Property SP Completion” completion of the Property Disposal Agreement in accordance with its terms and conditions

• “Property Purchase Price”

• the aggregate cash purchase price for the sale and purchase of the 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

— 3 —

DEFINITIONS

• “Purchaser”

• “Relevant Assets”

• “Relevant Properties”

• “RMB”

• “Savills”

• “SFO”

• 吉林省太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 Agreement and the Asset Disposal Agreement

• collectively, (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

• collectively, (i) the three pieces of land situated at the east side of Xihuancheng Road, Lu Yuan District, Changchun, the PRC with an aggregate site area of about 225,087 sq. m., and the buildings erected thereon with an aggregate gross floor area of about 64,857 sq. m., all owned by Dihao Foodstuff; (ii) two buildings with an aggregate gross floor area of about 11,998 sq. m. owned by Dihao Foodstuff, which are erected on a piece of land situated at the east side of Xihuancheng Road, Lu Yuan District, Changchun, the PRC 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 area of about 31,667 sq. m., and the buildings erected thereon with an aggregate gross floor area of about 8,373 sq. m., all owned by Dihao Crystal Sugar

• Renminbi, the lawful currency of the PRC

• Savills Valuation and Professional Services Limited, an independent property valuer

• Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) as amended from time to time

• for identification purpose only

— 4 —

DEFINITIONS

“Share(s)”	ordinary share(s) of HK$0.10 each in the share capital of the
	Company
“Shareholder(s)”	holders of the Shares
“sq. m.”	square metre(s)
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“Xinglongshan Site”	the new production facilities of the Group in Xinglongshan,
	Changchun
“%”	per cent.

— 5 —

LETTER FROM THE BOARD

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

(incorporated in the Cayman Islands with limited liability)

(Stock Code: 03889)

Executive Directors: Mr. Wang Jian Mr. Kong Zhanpeng

Non-executive Directors:

Mr. Fu Qiang Ms. Zhang Yaohui

Independent non-executive Directors:

Mr. Ho Lic Ki Mr. Lo Kwing Yu Mr. Yuen Tsz Chun

Registered office: Cricket Square Hutchins Drive PO Box 2681 Grand Cayman KYl-1111 Cayman Islands

Head Office and Principal Place of Business in Hong Kong: Unit 1104 Admiralty Centre Tower I 18 Harcourt Road Hong Kong

3 June 2016

To the Shareholders

Dear Sir or Madam,

VERY SUBSTANTIAL DISPOSAL IN RELATION TO DISPOSAL OF LANDS AND BUILDINGS IN CHANGCHUN DISPOSAL OF ACCOUNTS RECEIVABLES

1. INTRODUCTION

Reference is made to the joint announcement (the “ Joint Announcement ”) of the Company and GBT dated 14 April 2016 in relation to, among others, the proposed entering into of the Property Disposal Agreement and the Asset Disposal Agreement by the Group and the Purchaser in respect of the sale and purchase of the Relevant Properties and the Relevant Assets respectively.

• for identification purposes only

— 6 —

LETTER FROM THE BOARD

The purpose of this circular is to provide you with information regarding the resolutions to be proposed at the EGM to approve the Property Disposal Agreement and the Asset Disposal Agreement.

2. DISPOSAL OF LANDS AND BUILDINGS IN CHANGCHUN

The 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 wholly owned subsidiary of the Company, as one of the vendors

• (3) Dihao Crystal Sugar, a wholly foreign owned enterprise established in the PRC, an indirect wholly owned subsidiary of the Company, as one of the vendors

Assets to be disposed of

Under the Property Disposal Agreement, Dihao Foodstuff and Dihao Crystal Sugar have conditionally agreed to sell, and the Purchaser has conditionally agreed to purchase, the Relevant Properties. The Relevant Properties comprise of five pieces of land situated at the east side of Xihuancheng Road, Lu Yuan District, Changchun, the PRC and the buildings erected thereon and buildings erected on a piece of land situated at the east side of Xihuancheng Road, Lu Yuan District, Changchun, the PRC, of which (i) three pieces of land with an aggregate site area of about 225,087 sq. m., and the buildings erected thereon with an aggregate gross floor area of about 64,857 sq. m. are owned by and will be sold by Dihao Foodstuff; (ii) two buildings with an aggregate gross floor area of about 11,998 sq. m. owned by Dihao Foodstuff, which are erected on a piece of land situated at the east side of Xihuancheng Road, Lu Yuan District, Changchun, the PRC owned by Dacheng Modified Starch; and (iii) two pieces of land with an aggregate site area of about 31,667 sq. m., and the buildings erected thereon with an aggregate gross floor area of about 8,373 sq. m. are owned by and will be sold by Dihao Crystal Sugar.

— 7 —

LETTER FROM THE BOARD

The Relevant Properties are and have been used by Dihao Foodstuff and Dihao Crystal Sugar as their production facilities for production of upstream corn refined products and corn sweetener products. The aggregate book value of the Relevant Properties amounted to about RMB307 million as at 31 December 2015.

The Property Purchase Price

The aggregate purchase price for the sale and purchase of the 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 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 Property Purchase Price upon the Property SP Completion;

• (2) within one month after the 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 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 Relevant Properties to the Purchaser; and (ii) the release and discharge of all the mortgages, third party interests and/or court orders over the 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 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 Relevant Properties to the Purchaser; and (ii) the release and discharge of all the mortgages, third party interests and/or court orders over the 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 Property Purchase Price; and

— 8 —

LETTER FROM THE BOARD

• (5) after the completion of relocation of the 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 Property Purchase Price.

Basis of the Property Purchase Price

With reference to the valuation of the Relevant Properties as appraised by Savills, the aggregate market value of the Relevant Properties as at 31 December 2015 amounted to about RMB330.2 million, using the depreciated replacement cost approach for the estimation of the market value for the existing use of the lands (that is, for industrial use only) and the new replacement costs of the buildings and structures (which are subject to deductions for physical deterioration and other forms of obsolescence and optimisation). On the other hand, given that the Relevant Properties are acquired by the Purchaser for redevelopment purposes rather than for its own use, on the assumption that the Relevant Properties had been granted for commercial/residential use for terms of 40 years for commercial use, or 70 years for residential use with a redevelopment plot ratio of 2.5, the aggregated appraised value of the Relevant Properties amounted to about RMB656 million as at 31 December 2015. Such assumed redevelopment plot ratio of 2.5 was determined with reference to (i) the plot ratios for recent land sales transactions in the vicinity of residential and commercial use, which ranged from the plot ratio of 1.6 to 3.8; and (ii) communications between the Group and the relevant local government authorities (such as the Local Planning Bureau and the Land and Resources Bureau) that the average plot ratio for land of residential and commercial use in the vicinity was 2.5.

While the aggregate market value of the Relevant Properties was about RMB330.2 million as at 31 December 2015, using the depreciated replacement cost approach in accordance with the relevant valuation standards in Hong Kong, had been determined by reference to the market value for the existing use of the relevant lands and the replacement costs of the buildings and structure thereon, the Directors consider it not in the best interest of the Group to determine the Property Purchase Price using such appraised value, as such appraised value is not reflective of the potential redevelopment value of the Relevant Properties that a willing potential buyer, such as the Purchaser, is willing to pay taking into account the local government’s policy on town planning, the redevelopment potential of the relevant lands, the plot ratio of commercial/residential properties in the vicinity and the estimated redevelopment value of the relevant lands. As such, after arm’s length negotiation among the parties, the parties had determined the Property Purchase Price with reference to the

— 9 —

LETTER FROM THE BOARD

appraised value of the Relevant Properties based on the above assumptions instead. The parties have also taken into account that (i) as compared with the resumption of the 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 Property Disposal Agreement provides a faster means for the Group to realise the value of the 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 Relevant Properties pending among others, the completion of the relocation by each of them. On the above basis, the Board considers the Property Purchase Price to be fair and reasonable.

Based on the valuation report prepared by Savills, as at 31 March 2016, the aggregate market value of the Relevant Properties using the depreciated replacement cost approach as aforesaid amounted to about RMB326.2 million while the aggregate appraised value of the Relevant Properties based on the assumption as aforesaid amounted to about RMB656.0 million.

Please refer to the valuation report prepared by Savills as set out in appendix I to this circular for further information about the valuation of the Relevant Properties, the valuation methodologies and assumptions involved.

Conditions precedents

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

• (1) the Property Disposal Agreement and the transactions contemplated thereunder having been approved by the Shareholders at a general meeting of the Company in accordance with the requirements under the Listing Rules;

• (2) the Property Disposal Agreement and the transactions contemplated thereunder having been approved by the shareholders of GBT 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 Property Disposal Agreement and the transactions contemplated thereunder having been obtained by the Company, GBT, Dihao Foodstuff and Dihao Crystal Sugar.

— 10 —

LETTER FROM THE BOARD

The Property SP Completion is not conditional upon the Asset SP Completion.

As at the Latest Practicable Date, none of the above conditions precedents had been satisfied. 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 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 Property Disposal Agreement after the lapse thereof.

The Property SP Completion

Subject to the conditions precedents for the Property SP Completion having been satisfied in full, the 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 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 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 Relevant Properties (if any) after the Property SP Completion.

To allow the Group to have sufficient time for the relocation of its production facilities to the Xinglongshan Site and in consideration of the Group agreeing to a prolonged payment schedule for the Property Purchase Price, under the 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 Relevant Properties pending completion of the relocation by each of them and delivery of the Relevant Properties to the Purchaser.

The 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 Group has postponed the relocation of upstream operations to the second quarter of 2017. The Group will commence the relocation of downstream production facilities in September 2016. In light of the poor market sentiment and to minimise the disruption to the production and operation of the Group arising from

— 11 —

LETTER FROM THE BOARD

the relocation, the Board currently expects the relocation of production facilities of the 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. Due to previous delay in relocation, the relevant relocation plans of the Group are required to be updated and re-submitted to the relevant local authorities including the National Development and Reform Commission and the Environmental Protection Bureau for approval. Subject to the approval of such relocation plans, it is expected that the relocation will be completed by mid-2018, with the expected updated timeframe as follows:

	Production capacity
Products of the Group	of the relevant	Expected time for the
to which the production	production facilities	relocation of production
facilities relate	to be relocated	facilities
Maltodextrin (phase 1)	30,000 mtpa	September 2016 — August 2017
Maltodextrin (phase 2)	30,000 mtpa	July 2017 — June 2018
Crystallised glucose	100,000 mtpa	September 2016 — January 2018
Glucose/maltose	150,000 mtpa	September 2016 — July 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 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

The Asset Disposal Agreement

Date

14 April 2016

— 12 —

LETTER FROM THE BOARD

Parties

• (1) The Purchaser, as the purchaser

• (2) Dihao Foodstuff, a wholly foreign owned enterprise established in the PRC, an indirect wholly owned subsidiary of the Company, as one of the vendors

• (3) Dihao Crystal Sugar, a wholly foreign owned enterprise established in the PRC, an indirect wholly owned subsidiary of the Company, as one of the vendors

Assets to be disposed of

Under the Asset Disposal Agreement, Dihao Foodstuff and Dihao Crystal Sugar have conditionally agreed to sell, and the Purchaser has conditionally agreed to purchase, the Relevant Assets. The 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 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 Asset Purchase Price

The aggregate purchase price for the sale and purchase of the 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 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 Asset Purchase Price, as payment of part of the Asset Purchase Price;

— 13 —

LETTER FROM THE BOARD

• (2) on or before 31 December of the first calendar year after the year in which the 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 Asset Purchase Price, as payment of part of the Asset Purchase Price; and

• (3) on or before 31 December of the second calendar year after the year in which the 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 Asset Purchase Price.

Basis of the Asset Purchase Price

The 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 Relevant Assets as at 31 December 2015, and taking into account that impairment would usually be made by the Group for prepayment, trade and other receivables of the Group which had been overdue for more than a year, the disposal of the relevant repayment, trade and other receivables comprising the Relevant Assets would expedite the collection of these prepayment, trade and other receivables by the Group and mitigate against the risk and the possible loss arising from the non-recovery thereof. On the above basis, the Board considers the Asset Purchase Price to be fair and reasonable.

Conditions precedents

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

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

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

The Asset SP Completion is not conditional upon the Property SP Completion.

— 14 —

LETTER FROM THE BOARD

As at the Latest Practicable Date, none of the above conditions precedents had been satisfied. 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 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 Asset Disposal Agreement after the lapse thereof.

The Asset SP Completion

Subject to the conditions precedents for the Asset SP Completion having been satisfied in full, the 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 Relevant Assets in accordance with the terms and conditions of the Asset Disposal Agreement.

FINANCIAL EFFECT OF THE DISPOSALS

The aggregate book value of the Relevant Properties and the Relevant Assets amounted to about RMB548.9 million as at 31 December 2015.

The estimated net gain arising from the disposal of the Relevant Properties and the Relevant Assets is expected to be about RMB164.4 million, and such gain has been determined by reference to (i) the difference between the Property Purchase Price and the aggregate net book value of the Relevant Properties amounting to about RMB251.7 million (gain) as at 31 December 2015; (ii) the difference between the aggregate of the Asset Purchase Price and the aggregate carrying value of the Relevant Assets amounting to about RMB(70.7) million (loss) as at 31 December 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 the Company in respect of the transactions under the Property Disposal Agreement and the Asset Disposal Agreement. It is estimated that the total assets and net assets value of the Group will be increased by about RMB164.4 million and RMB164.4 million respectively while the total liabilities will remain the same. The above estimates are provided for illustration purposes only and the actual gain that the Company will realise from the disposal depends on the actual carrying value of the Relevant Properties and the Relevant Assets on the date of the Property SP Completion and, as the case may be, the Asset SP Completion.

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LETTER FROM THE BOARD

Subsequent to the Property SP Completion, the Asset SP Completion and the completion of relocation of production facilities by the Group as detailed in the paragraph headed “The Property SP Completion” above, it is expected that the production capacity of the production facilities of the Group will be as follows:

						Estimated annual
						production	Estimated annual
						capacity of	production
		For the year ended 31 December 2015,			i.e.	the relevant	capacity of
		before the Property SP Completion,				production	the relevant
		the Asset SP	Completion and the	completion		facilities	production
		of relocation of	production facilities	by the	Group	immediately after	facilities
					Revenue	the Property SP	immediately
		Production		attributable to the		Completion but	after complete
	Products of the	capacity of	Utilisation rate	products produced		before relocation	relocation of
	Group to which the	the relevant	of the relevant	at the relevant		of production	production
Production sites of the	production facilities	production	production		production	facilities by the	facilities by the
Group	relate	facilities	facilities (%)		facilities (%)	Group	Group
					(Note 1)
Shanghai	Glucose/maltose/high	340,000 mtpa	58.5		41.6	340,000 mtpa	340,000 mtpa
	fructose corn
	syrup
Jinzhou	Corn processing	800,000 mtpa	17.5		24.3	800,000 mtpa	800,000 mtpa
	Glucose/maltose	200,000 mtpa	9.4		5.2	200,000 mtpa	200,000 mtpa
Changchun (the Relevant	Corn processing	600,000 mtpa	—		—	600,000 mtpa	—
Properties)	Glucose/maltose	600,000 mtpa	—		—	600,000 mtpa	—
	Crystallised glucose	200,000 mtpa	—		—	200,000 mtpa	—
	Maltodextrin	20,000 mtpa	—		—	20,000 mtpa	—
Changchun (the	Corn processing	600,000 mtpa	—		—	—	600,000 mtpa
Xinglongshan Site)	Glucose/maltose	—	—		—	—	150,000 mtpa
	Crystallised glucose	—	—		—	—	100,000 mtpa
	Maltodextrin	—	—		—	—	60,000 mtpa

Note:

1. The relevant percentage is calculated based on the total revenue of the Group for the year ended 31 December 2015 (i.e. approximately HK$1,649 million). The remaining 28.9% of the total revenue of the Group for the year ended 31 December 2015 was contributed by corn kernels trading by the Group.

REASONS FOR THE DISPOSALS

As disclosed in the Joint Announcement, 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 Group has planned to relocate all the production facilities of their subsidiaries in Changchun, the PRC

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LETTER FROM THE BOARD

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 the Group. As such, the Company has been looking for opportunities to realise the value of the Relevant Properties so as to improve the financial conditions of the Group on one hand, and to finance the relocation of the production facilities, resumption of the suspended operations, working capital and future development of the Group. In addition, the Company 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 the Company 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 the Company and the Changchun Land Reserve Centre, the proposed transactions under the Property Purchase Agreement are expected to provide the Group with earlier and more direct access to funds for the Group’s relocation and operation purposes.

The Relevant Assets comprise of prepayments for an aggregate amount of about RMB242.3 million owed by the suppliers of the Group, and trade and other receivables for an aggregate amount of about RMB2.7 million owed by the suppliers and/or customers of the Group. Due to economic downturn of China, more than 99.85% of the trade and other receivables comprised in the Relevant Assets had overdue for more than 6 months as at 31 December 2015, while the remaining 0.15% of the trade and receivables had overdue for less than 1 to 6 months as at 31 December 2015. To the best knowledge of the management of the Group, such suppliers and/or customers of the Group either have financial constraints or are facing financial difficulties, which may affect the recoverability of the outstanding prepayment, trade and other receivables comprising the Relevant Assets. As it is not likely that such outstanding prepayment, trade and other receivables comprising the Relevant Assets could be recovered within a short period of time, such may be detrimental to the time value of the of the Relevant Assets. In addition, it is also expected that costs will be incurred for recovering the Relevant Assets from the relevant suppliers and/or customers of the Group, which are not cost-effective for the Group. Based on the assessment of the management of the Company 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 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.

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LETTER FROM THE BOARD

Currently, the production facilities in the 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, crystallised glucose and maltodextrin, respectively, which constitute 43% and 60% of the total production capacity of the upstream and downstream products of the 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 Group. These production facilities were not utilised for the production of upstream products of the Group during the three months ended 31 March 2016, while they were utilised for the production of downstream products of the Group at the utilisation rate of about 3%, representing about 11.6% of the total production volume of downstream products of the Group during the corresponding period.

Apart from the Relevant Properties, the Group also has production facilities situated in Jinzhou and Shanghai, and they are currently in operation. As set out in the paragraphs headed “The Property SP Completion” above, the Purchaser has granted to each of 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 Group and that the remaining production facilities of the Group in Jinzhou and Shanghai are not fully utilised (with utilisation rates for production of upstream products of the Group for the three months ended 31 March 2016 amounted to nil, and that for production of downstream products of about 34%, respectively), the Board consider that the Group does not heavily rely on the production facilities in the Relevant Properties for its production operations. The Board also believe that the transactions contemplated under the Property Disposal Agreement will not cause material interruption to the production operations of the Group, as the Group can continue its production operations at the Relevant Properties pending progressive relocation of its operation to the Xinglongshan Site.

In order to meet the changing market demand, it is the plan of the Board to adjust the production capacity of different products after its relocation to the Xinglongshan Site. While the corn processing capacity will remain unchanged at 600,000 mtpa, the processing capacity of glucose/maltose and crystallised 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.

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LETTER FROM THE BOARD

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

The net proceeds arising from the disposal under the Property Disposal Agreement and the Asset Disposal Agreement are estimated to be about RMB730 million. The Board intends to utilise the net proceeds as to (i) about RMB300 million, towards the relocation of the Group’s production facilities to Xinglongshan in Changchun; (ii) about RMB180 million for the repayment of bank loan; and (iii) about RMB250 million for the working capital and future development of the Group (including research and development for products and investment opportunities by the Group). Depending on the then market sentiment, it is expected that about RMB200 million will be used for the recommencement of production at the production site of the Group in Changchun.

Taking into account, among others, the respective basis for determining the Property Purchase Price and the Asset Purchase Price and the reasons for entering into the Property Disposal Agreement and the Asset Disposal Agreement as detailed in the paragraph headed “Reasons for the Disposals” in this circular, the Directors (including the independent non-executive directors of the Company) believe that the respective terms of the Property Disposal Agreement and the 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 the Company and its shareholders as a whole.

INFORMATION OF THE GROUP

The 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 Directors 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 the Company and its connected persons (as defined under the Listing Rules).

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LETTER FROM THE BOARD

IMPLICATIONS UNDER 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 Property Disposal Agreement and the Asset Disposal Agreement exceeds 75% for the Company, the Property Disposal Agreement, the Asset Disposal Agreement and the respective transactions contemplated thereunder constitute very substantial disposals for the Company and are subject to the reporting, announcement and shareholders’ approval requirements under Chapter 14 of the Listing Rules.

As disclosed in the Joint Announcement, members of the GBT Group had also entered into a property transfer agreement with the Purchaser for the sale and purchase of certain lands situated as the east side of Xihuancheng Road, Lu Yuan District, Changchun, the PRC and buildings erected thereon owned by members of the GBT Group (collectively, the “ GBT Relevant Properties ”), and an asset transfer agreement with the Purchaser for the sale and purchase of certain prepayments made by, trade and other receivables owed to or inventories and tools owned by members of the GBT Group (collectively, the “ GBT Disposals ”). The Relevant Properties and the GBT Relevant Properties are adjacent to each other. The Board consider that, through joint negotiation by the Group and the GBT Group with the Purchaser in respect of the respective terms and conditions of the Property Disposal Agreement and the Asset Disposal Agreement, the Group and the GBT 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 Group and the GBT Group for the negotiation of better commercial terms. Nevertheless, each of the Property Disposal Agreement, the Asset Disposal Agreement and the GBT Disposals is not conditional upon each other, and therefore the Purchaser will need to complete the Property Disposal Agreement even if the GBT Disposals cannot be completed for any reason. The Relevant Properties and the GBT Relevant Properties are separate from and not overlapping with each other, and therefore the use of the Relevant Properties for redevelopment purpose would not be dependent on the acquisition of the GBT 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.

Taken into account the above, the Board considers that save as aforesaid, GBT did not perform a specific role in the negotiation of the terms of the Property Disposal Agreement and the Asset Disposal Agreement between the Group and the Purchaser, and GBT’s interest in the Property Disposal Agreement and the Asset Disposal

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LETTER FROM THE BOARD

Agreement does not differ from that of the other Shareholders, and is common with that of the Company. The transactions under the Property Disposal Agreement and the Asset Disposal Agreement do not constitute connected transactions of the Company 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 EGM for approving the Property Disposal Agreement, the Asset Disposal Agreement and the respective transactions contemplated thereunder.

3. EGM

The Company will convene the EGM at Admiralty Conference Centre, 1804A, 18/F., Tower 1, Admiralty Centre, 18 Harcourt Road, Admiralty, Hong Kong at 10:30 a.m. on 21 June 2016 to consider and, if thought fit, approve the Property Disposal Agreement, the Asset Disposal Agreement and the transactions contemplated thereunder. A notice of the EGM is set out on pages 56 to 58 of this circular.

To the best knowledge of the Directors after making all reasonable enquiries, as at the Latest Practicable Date, no Shareholder is required to abstain from voting on the resolutions approving the Property Disposal Agreement, the Asset Disposal Agreement and the transactions contemplated thereunder. Pursuant to Rule 13.39(4) of the Listing Rules, all resolutions to be proposed at the EGM will be taken by poll, the results of which will be announced after the EGM.

A form of proxy for use at the EGM is also enclosed. Whether or not you are able to attend the EGM in person, you are requested to complete and return the form of proxy in accordance with the instructions printed thereon to Tricor Investor Services Limited, the Hong Kong branch share registrar and transfer office of the Company, at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong as soon as possible and, in any event not later than 48 hours before the time appointed for the holding of the EGM or any adjourned meeting thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the EGM or any adjournment meeting thereof.

4. RECOMMENDATION

The Directors consider that the terms of the Property Disposal Agreement, the Asset Disposal Agreement and the transactions contemplated thereunder are fair and reasonable and are in the interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend you to vote in favour of the resolutions in the terms as set out in the notice of the EGM.

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LETTER FROM THE BOARD

5. ADDITIONAL INFORMATION

Your attention is also drawn to the information contained in the appendices to this circular.

By order of the Board Global Sweeteners Holdings Limited Wang Jian Chairman

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VALUATION REPORT BY SAVILLS

APPENDIX I

1. VALUATION REPORT IN RESPECT OF THE RELEVANT PROPERTIES AS AT 31 MARCH 2016

The following is the text of a letter, summary of values and valuation certificate prepared for the purpose of incorporation in this circular received from Savills Valuation and Professional Services Limited, an independent valuer, in connection with their opinion of values of the properties held by the Group as at 31 March 2016.

The board of Directors

Global Sweeteners Holdings Limited

Unit 1104 Admiralty Centre, Tower 1 No.18 Harcourt Road Hong Kong

==> picture [60 x 60] intentionally omitted <==

The board of Directors

Global Bio-Chem Technology Group Company Limited

Unit 1104 Admiralty Centre, Tower 1 No. 18 Harcourt Road Hong Kong

3 June 2016

Dear Sirs,

Re: Valuation of various properties located in Jilin Province of The People’s Republic of China

INSTRUCTIONS

In accordance with your instructions for us to value the properties held by Global Sweeteners Holdings Limited (hereinafter referred to as the “Company”) and/or its subsidiaries (together referred to as the “Group”) in the People’s Republic of China (“PRC”) on the basis of industrial uses only, we confirm that we have carried out inspections, made relevant enquiries and obtained such further information as we consider necessary for the purpose of providing you with our opinion of the market values of such properties as at 31 March 2016 (“Date of Valuation”) for circular purpose.

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VALUATION REPORT BY SAVILLS

APPENDIX I

BASIS OF VALUATION

Our valuation is our opinion of the market value of the property concerned which we would define as intended to mean “the estimated amount for which an asset or liability should exchange on the valuation date between a willing buyer and a willing seller in an arm’s-length transaction after proper marketing and where the parties had each acted knowledgeably, prudently and without compulsion”.

Market value is understood as the value of an asset or liability estimated without regard to costs of sale or purchase (or transaction) and without offset for any associated taxes or potential taxes.

Our valuation is prepared in compliance with the requirements set out in Chapter 5 and Practice Note 12 to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited and in accordance with The HKIS Valuation Standards (2012 Edition) published by The Hong Kong Institute of Surveyors.

PROPERTY CATEGORIZATION AND VALUATION METHODOLOGY

The properties are held by the Group for owner-occupation. In valuing Property Nos. 1 to 3, due to the specific purposes for which the buildings and structures of such properties have been constructed, there are no readily identifiable market comparables. Thus the buildings and structures cannot be valued on the basis of direct comparison approach. Therefore, we have adopted the Depreciated Replacement Cost (“DRC”) Approach to value the properties. DRC Approach is based on an estimate of the market value for the existing use of the land plus the new replacement costs of the buildings and structures, from which deductions are then made to allow for physical deterioration and all relevant forms of obsolescence and optimization. The DRC Approach is subject to the adequate potential profitability of the concerned business. Our valuation applies to the whole of the complex or development as a unique interest and no piecemeal transaction of the complex or development is assessed.

In valuing Property No. 4, we have assigned no commercial value to this property because the owners of this property and the land on which this property is erected are not the same.

TITLE INVESTIGATION

We have been provided with copies of extracts of title documents in relation to the properties. However, we have not searched the original documents to ascertain the existence of any amendments which may not appear on the copies handed to us. We

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VALUATION REPORT BY SAVILLS

APPENDIX I

have relied to a considerable extent on the information given by the Group and the legal opinion issued by the Group’s PRC legal adviser, 吉林華盟律師事務所 (Jilin Huameng Law Firm), in relation to the titles to the properties.

VALUATION CONSIDERATION AND ASSUMPTIONS

In the course of our valuation, we have assumed that transferable land use rights in respect of the properties for their respective specific terms at nominal annual land use fees have been granted and that any premium payable has already been fully paid. Unless otherwise stated, we have assumed that the owners of the properties have legal titles to the properties and have free and uninterrupted rights to occupy, use, transfer, lease or mortgage the properties for the whole of the respective unexpired terms as granted.

We have relied to a considerable extent on the information given by the Group and have also accepted advice given by the Group on such matters as planning approvals or statutory notices, easements, tenures, ownership, completion dates, particulars of occupancy, site and floor area and all other relevant matters. Dimensions, measurements and area included in the valuation certificate are based on information contained in the documents provided to us and are therefore only approximations. No on-site measurements have been taken. We have no reason to doubt the truth and accuracy of the information provided to us by the Group, which is material to our valuation. We were also advised by the Group that no material facts have been omitted from the information provided.

No allowance has been made in our valuation for any charges, mortgages or amounts owing on any property nor for any expenses or taxation which may be incurred in effecting a sale. Unless otherwise stated, it is assumed that the properties are free from encumbrances, restrictions and outgoings of an onerous nature which could affect their values.

SITE INSPECTION

We have inspected the exterior and where possible, the interior of the properties. During the course of our inspections, we did not note any serious defects. No structural survey has been made and we are therefore unable to report whether the properties are free from rot, infestation or any other structural defects. No tests were carried out on any of the services.

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VALUATION REPORT BY SAVILLS

APPENDIX I

The site inspections of the properties were carried out during the period between 24 January 2016 and 27 January 2016 by the following professional valuers and other assistant:

Jim Wong China Registered Real Estate Appraiser and a professional member of the Royal Institution of Chartered Surveyors

Tom Chow China Registered Real Estate Appraiser and China Registered Land Valuer

Mortar Yang Valuer

REMARKS

Unless otherwise stated, all money amounts are stated in Renminbi (“RMB”).

We enclose herewith our summary of values and valuation certificate.

Yours faithfully, For and on behalf of

Savills Valuation and Professional Services Limited

Anthony C K Lau

MHKIS MRICS RPS(GP)

Director

Note: Mr. Anthony C K Lau is an estate surveyor and has over 23 years’ post-qualification experience in the valuation of properties in the PRC and Hong Kong.

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VALUATION REPORT BY SAVILLS

APPENDIX I

SUMMARY OF VALUES

Properties held by the Group for owner-occupation in the PRC

No. Property 1. An industrial complex located at No. 886 Xihuancheng Road, Lu Yuan District, Changchun, Jilin Province, PRC 2. An industrial complex located at No. 28 Xihuan Road, Lu Yuan District, Changchun, Jilin Province, PRC 3. Jincheng Corn Plant located at No. 1588 Xihuan Road, Lu Yuan District, Changchun, Jilin Province, PRC 4. Two industrial buildings located at Modified Starch Plant, No. 886 Xihuancheng Road, Lu Yuan District, Changchun, Jilin Province, PRC Total:

Market value as at 31 March 2016 RMB 78,400,000 33,400,000 214,400,000 No commercial value 326,200,000

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VALUATION REPORT BY SAVILLS

APPENDIX I

VALUATION CERTIFICATE

Properties held by the Group for owner-occupation in the PRC

			Particulars of	Market value as at
No.	Property	Description and tenure	occupancy	31 March 2016
1.	An industrial complex	The property comprises two	The property is	RMB78,400,000
	located at No. 886	parcels of land with a total site	occupied by the Group
	Xihuancheng Road,	area of approximately 75,838.00	for manufacturing
	Lu Yuan District,	sq.m..	purpose.
	Changchun,
	Jilin Province,	The property is located at Lu
	PRC	Yuan District, which is to be
		developed into a new residential
		area. Developments in the
		neighborhood comprise mainly
		commercial and residential
		developments. It takes about
		a 30-minute drive from the
		property to the centre of
		Changchun City.

Currently standing on the site is an industrial compound comprising 18 buildings of reinforced concrete structure or concrete/brick construction or steel structure and other ancillary facilities completed in various stages between 1999 and 2007.

The total gross floor area of the property is approximately 24,634.45 sq.m., the details of which are as follows:

	Approximate
Use	gross floor area
	sq.m.
Production	16,991.49
Office	1,353.60
Storage	6,084.84
Others	204.52
Total:	24,634.45

The land use rights of the property have been granted for terms expiring on 20 October 2039 and 24 October 2039 respectively for industrial use.

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VALUATION REPORT BY SAVILLS

APPENDIX I

Notes:

• (1) Pursuant to two State-owned Land Use Rights Certificates Nos. Chang Guo Yong (2004) Di 040001741 ( 長國用 (2004) 第 040001741 號 ) and Chang Guo Yong (2007) Di 060007941 ( 長 國用 (2007) 第 060007941 號 ) both issued by Changchun People’s Government on 11 November 2004 and 15 August 2007 respectively, the land use rights of the property with a total site area of approximately 75,838.00 sq.m. have been granted to Changchun Dihao Foodstuff Development Co., Ltd. ( 長春帝豪食品發展有限公司 ) (“Dihao Foodstuff”), a wholly-owned subsidiary of the Company, for terms expiring on 20 October 2039 and 24 October 2039 respectively for industrial use.

• (2) Pursuant to six Building Ownership Certificates all issued by Changchun Real Estate Administration Bureau, the building ownership of six buildings of the property with a total gross floor area (“GFA”) of approximately 16,080.48 sq.m. is held by Dihao Foodstuff. Details of the said certificates are as follows:

Certificate No. (i) Fang Quan Zheng Chang Fang Quan Zi Di 201603160488 (ii) Fang Quan Zheng Chang Fang Quan Zi Di 201603160493 (iii) Fang Quan Zheng Chang Fang Quan Zi Di 201603160490 (iv) Fang Quan Zheng Chang Fang Quan Zi Di 201603160497 (v) Fang Quan Zheng Chang Fang Quan Zi Di 201603160501 (vi) Fang Quan Zheng Chang Fang Quan Zi Di 201603160492 Total	GFA (sq.m.) 4,693.27 890.23 4,642.83 3,686.10 2,072.61 95.44
	16,080.48

• (3) As advised by the Group, there are twelve buildings with a gross floor area of approximately 8,553.97 sq.m. have no Building Ownership Certificates.

• (4) We have been provided with a legal opinion on the title to the property issued by the Group’s PRC legal adviser, which contains, inter-alia, the following information:

• (i) Dihao Foodstuff owns the land use rights and the buildings of the property as mentioned in Notes (1) and (2);

• (ii) the land use rights and the buildings of the property as mentioned in Notes (1) and (2) are mortgaged to Agricultural Bank of China for a loan period due to expire on 24 March 2019;

• (iii) Dihao Foodstuff is entitled to occupy, use, transfer, lease, mortgage or by other legal means to dispose of the property. As the land use rights and the buildings as mentioned in Notes (1) and (2) are mortgaged, consent from the mortgagee is required upon the transfer of the said portion of the property; and

• (iv) there is no legal impediment for Dihao Foodstuff to obtain the building ownership certificates for the buildings as mentioned in Note (3) because the government has not issued any relevant documents to indicate that such buildings are illegal construction.

• (5) For the Company’s internal management reference purpose, we have been instructed to provide an estimation of the value of the property on the special assumptions that the property had been granted for commercial/ residential use for terms of 40 years and 70 years for commercial and residential uses respectively with a redevelopment plot ratio of 2.5 as at the Date of Valuation. We are also instructed by the Company to take into account the revenue attributable to the government after the change of land use. According to the Company, there has not been any redevelopment plan on the redevelopment of the property submitted or approved by the government authorities. In view of the aforesaid assumptions, we would advise that the estimated market value of the property, given vacant possession and free from encumbrances, was in the region of RMB193,000,000 as at the Date of Valuation.

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VALUATION REPORT BY SAVILLS

APPENDIX I

Particulars of Market value as at No. Property Description and tenure occupancy 31 March 2016 2. An industrial complex The property comprises two The property is vacant. RMB33,400,000 located at No. 28 parcels of land with a total site Xihuan Road, area of approximately 31,667.00 Lu Yuan District, sq.m.. Changchun, Jilin Province, The property is located at Lu PRC Yuan District, which is to be developed into a new residential area. Developments in the neighborhood comprise mainly commercial and residential developments. It takes about a 30-minute drive from the property to the centre of Changchun City. Currently standing on the site is an industrial compound comprising 5 buildings of reinforced concrete structure or concrete/brick construction and other ancillary facilities all completed in 2005.

The total gross floor area of the property is approximately 8,372.94 sq.m., the details of which are as follows:

	Approximate
Use	gross floor area
	sq.m.
Production	6,923.68
Office	1,200.00
Storage	121.85
Others	127.41
Total:	8,372.94

The land use rights of the property have been granted for a term expiring on 20 October 2039 for industrial use.

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VALUATION REPORT BY SAVILLS

APPENDIX I

Notes:

• (1) Pursuant to two State-owned Land Use Rights Certificates Nos. Chang Guo Yong (2014) Di 060024571 ( 長國用（2014）第 060024571 號 ) and Chang Guo Yong (2014) Di 060024572 ( 長國用

• （2014）第 060024572 號 ) both issued by Changchun People’s Government on 11 December 2014, the land use rights of the property with a total site area of approximately 31,667.00 sq.m. have been granted to Changchun Dihao Crystal Sugar Industry Development Co., Ltd. ( 長春帝豪結晶 糖開發實業有限公司 ) (“Dihao Crystal Sugar”), a wholly-owned subsidiary of the Company, for a term expiring on 20 October 2039 for industrial use.

• (2) Pursuant to four Building Ownership Certificates all issued by Changchun Real Estate Administration Bureau, the building ownership of four buildings of the property with a total gross floor area of approximately 7,172.94 sq.m. is held by Dihao Crystal Sugar. Details of the said certificates are as follows:

Certificate No. (i) Fang Quan Zheng Chang Fang Quan Zi Di 5120003661 (ii) Fang Quan Zheng Chang Fang Quan Zi Di 5120003663 (iii) Fang Quan Zheng Chang Fang Quan Zi Di 5120003662 (iv) Fang Quan Zheng Chang Fang Quan Zi Di 5120003664 Total	GFA (sq.m.) 127.41 121.85 362.85 6,560.83
	7,172.94

• (3) As advised by the Group, there is an office building with a gross floor area of approximately 1,200 sq.m. has no Building Ownership Certificate.

• (4) We have been provided with a legal opinion on the title to the property issued by the Group’s PRC legal adviser, which contains, inter alia, the following information:

• (i) Dihao Crystal Sugar owns the land use rights and the buildings of the property as mentioned in Notes (1) and (2);

• (ii) the land use rights and the buildings of the property as mentioned in Notes (1) and (2) are mortgaged to China Merchants Bank Co., Ltd. for a loan period due to expire on 28 April 2017;

• (iii) Dihao Crystal Sugar is entitled to occupy, use, transfer, lease, mortgage or by other legal means to dispose of the property. As the land use rights and the buildings of the property as mentioned in Notes (1) and (2) are mortgaged, consent from the mortgagee is required upon the transfer of the said portion of the property; and

• (iv) there is no legal impediment for Dihao Crystal Sugar to obtain the building ownership certificates for the buildings as mentioned in Note (3) because the government has not issued any relevant documents to indicate that such buildings are illegal construction.

• (5) For the Company’s internal management reference purpose, we have been instructed to provide an estimation of the value of the property on the special assumptions that the property had been granted for commercial/residential use for terms of 40 years and 70 years for commercial and residential uses respectively with a redevelopment plot ratio of 2.5 as at the Date of Valuation. We are also instructed by the Company to take into account the revenue attributable to the government after the change of land use. According to the Company, there has not been any redevelopment plan on the redevelopment of the property submitted or approved by the government authorities. In view of the aforesaid assumptions, we would advise that the estimated market value of the property, given vacant possession and free from encumbrances, was in the region of RMB81,000,000 as at the Date of Valuation.

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VALUATION REPORT BY SAVILLS

APPENDIX I

No.

Property

1. Jincheng Corn Plant located at No. 1588 Xihuan Road, Lu Yuan District, Changchun, Jilin Province, PRC

Description and tenure

• The property comprises a parcel of land with a site area of approximately 149,249.00 sq.m..

The property is located at Lu Yuan District, which is to be developed into a new residential area. Developments in the neighborhood comprise mainly commercial and residential developments. It takes about a 30-minute drive from the property to the centre of Changchun City.

Particulars of Market value as at occupancy 31 March 2016 The property is RMB214,400,000 occupied by the Group for manufacturing purpose.

Currently standing on the site is an industrial compound comprising 12 buildings of reinforced concrete structure or concrete/ brick construction and other ancillary facilities all completed in 2002.

The total gross floor area of the property is approximately 40,222.87 sq.m., the details of which are as follows:

	Approximate
Use	gross floor area
	sq.m.
Production	24,520.27
Storage	2,899.35
Others	12,803.25
Total:	40,222.87

The land use rights of the property have been granted for a term expiring on 20 October 2039 for industrial use.

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VALUATION REPORT BY SAVILLS

APPENDIX I

Notes:

• (1) Pursuant to the State-owned Land Use Rights Certificate No. Chang Guo Yong (2015) Di 060002098 ( 長國用（2015）第 060002098 號 ) issued by Changchun People’s Government on 13 February 2015, the land use rights of the property with a site area of approximately 149,249.00 sq.m. have been granted to Dihao Foodstuff for a term expiring on 20 October 2039 for industrial use.

• (2) Pursuant to ten Building Ownership Certificates all issued by Changchun Real Estate Administration Bureau, the ownership of ten buildings of the property with a total gross floor area of approximately 30,531.61 sq.m. is held by Dihao Foodstuff. Details of the said certificates are as follows:

Certificate No. (i) Fang Quan Zheng Chang Fang Quan Zi Di 201502100046 (ii) Fang Quan Zheng Chang Fang Quan Zi Di 201502100058 (iii) Fang Quan Zheng Chang Fang Quan Zi Di 201502100052 (iv) Fang Quan Zheng Chang Fang Quan Zi Di 201502100050 (v) Fang Quan Zheng Chang Fang Quan Zi Di 201502100074 (vi) Fang Quan Zheng Chang Fang Quan Zi Di 201502100071 (vii) Fang Quan Zheng Chang Fang Quan Zi Di 201502100068 (viii) Fang Quan Zheng Chang Fang Quan Zi Di 201502100062 (ix) Fang Quan Zheng Chang Fang Quan Zi Di 201502100065 (x) Fang Quan Zheng Chang Fang Quan Zi Di 201502100078 Total

GFA (sq.m.) 840.29 2,059.06 1,504.00 1,043.30 18,177.71 937.95 2,067.85 1,272.64 1,584.67 1,044.14

30,531.61

• (3) As advised by the Group, there are two buildings with a gross floor area of approximately 9,691.26 sq.m. have no Building Ownership Certificates.

• (4) We have been provided with a legal opinion on the title to the property issued by the Group’s PRC legal adviser, which contains, inter alia, the following information:

• (i) Dihao Foodstuff owns the land use rights and the buildings of the property as mentioned in Notes (1) and (2);

• (ii) the land use rights and the buildings of the property as mentioned in Notes (1) and (2) are mortgaged to China Merchants Bank Co., Ltd. for a loan period due to expire on 28 April 2017;

• (iii) Dihao Foodstuff is entitled to occupy, use, transfer, lease, mortgage or by other legal means to dispose of the property. As the land use rights and the buildings of the property as mentioned in Notes (1) and (2) are mortgaged, consent from the mortgagee is required upon the transfer of the said portion of the property; and

• (iv) there is no legal impediment for Dihao Foodstuff to obtain the building ownership certificates for the buildings as mentioned in Note (3) because the government has not issued any relevant documents to indicate that such buildings are illegal construction.

• (5) For the Company’s internal management reference purpose, we have been instructed to provide an estimation of the value of the property on the special assumptions that the property had been granted for commercial/residential use for terms of 40 years and 70 years for commercial and residential uses respectively with a redevelopment plot ratio of 2.5 as at the Date of Valuation. We are also instructed by the Company to take into account the revenue attributable to the government after the change of land use. According to the Company, there has not been any redevelopment plan on the redevelopment of the property submitted or approved by the government authorities. In view of the aforesaid assumptions, we would advise that the estimated market value of the property, given vacant possession and free from encumbrances, was in the region of RMB382,000,000 as at the Date of Valuation.

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VALUATION REPORT BY SAVILLS

APPENDIX I

• No. Property Description and tenure 4 Two industrial buildings The property comprises located at Modified 2 industrial buildings of Starch Plant, No. 886 reinforced concrete structure Xihuancheng Road, completed in 2003. Lu Yuan District, Changchun, The property is located at Jilin Province, PRC Lu Yuan District, which is to be developed into a new residential area. Developments in the neighbourhood comprise mainly commercial and residential developments. It takes about a 30-minute drive from the property to the centre of Changchun City. The total gross floor area of the property is approximately 11,997.95 sq.m.. The land use rights of the land on which the property is erected have been granted for a term expiring on 20 October 2039 for industrial use.

Particulars of Market value as at occupancy 31 March 2016 The property is No commercial value vacant. (please refer to Notes 3 and 4)

Notes:

• (1) Pursuant to the State-owned Land Use Rights Certificate No. Chang Guo Yong (2007) Di 060007943（長國用（2007）第 060007943 號）issued by the Changchun People’s Government on 15 August 2007, the land use rights of a parcel of land with a site area of approximately 13,820.00 sq.m. on which the property is erected have been granted to Changchun Dacheng Special Corn & Modified Starch Development Co., Ltd. （長春大成特用玉米變性澱粉開發有限公司）(“Dacheng Modified Starch”), a wholly-owned subsidiary of Global Bio-chem Technology Group Company Limited (“GBT”) for a term expiring on 20 October 2039 for industrial use.

• (2) Pursuant to two Building Ownership Certificates both issued by Changchun Real Estate Administration Bureau, the building ownership of two buildings of the property with a total gross floor area of approximately 11,997.95 sq.m. is held by Dihao Foodstuff, a wholly-owned subsidiary of the Company. GBT is the controlling shareholder of the Company. Details of the said certificates are as follows:

Certificate No. (i) Fang Quan Zheng Chang Fang Quan Zi Di 201502100056 (ii) Fang Quan Zheng Chang Fang Quan Zi Di 201502100076 Total	GFA (sq.m.) 1,235.26 10,762.69
	11,997.95

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VALUATION REPORT BY SAVILLS

APPENDIX I

• (3) We have been provided with a legal opinion on the title to the property issued by the Group’s PRC legal adviser, which contains, inter alia, the following information:

• i. the buildings of the property as mentioned in Note (2) are mortgaged to China Merchants Bank Co., Ltd. for a loan period due to expire on 28 Aril 2017; and

• ii. the owners of the buildings of the property and the land on which the buildings of the property are erected are not the same. Unless the owners of the aforesaid land and buildings of the property are changed to the same person, the owners of both the land and buildings of the property still remain different upon the transfer of the aforesaid buildings. As the buildings of the property are mortgaged, consent from the mortgagee is required upon the transfer of the buildings of the property. The separation of the ownership between the land and the buildings of the property does not affect the legal transfer of the buildings of the property. The owner of the buildings of the property is entitled to occupy, use, transfer, lease, mortgage or by other legal means to dispose of the buildings of the property.

• (4) We have assigned no commercial value to the property because the owners of the property and the land on which the property is erected are not the same. For indicative purpose, the depreciated replacement cost of the two buildings of the property was in the region of RMB18,300,000 as at the Date of Valuation.

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FINANCIAL INFORMATION OF THE GROUP

APPENDIX II

1. INDEBTEDNESS STATEMENT

As at the close of business on 30 April 2016, being the latest practicable date for the purpose of preparing this statement of indebtedness prior to the printing of this circular, the Group had total interest-bearing borrowings of approximately HK$891,071,000, details of which are as follows:

Unguaranteed Secured HK$’000 Non-current Bank loans 184,524 Current Bank loans 17,857 202,381	Guaranteed Secured Unsecured HK$’000 HK$’000 107,143 107,143 59,523 414,881 166,666 522,024	Total HK$’000 398,810 492,261
		891,071

The Group’s bank borrowings amounting to HK$369,047,000 were secured by the pledge of certain of the Group’s property, plant and equipment and prepaid land lease payment.

At the close of business on 30 April 2016, Dihao Foodstuff was subject to certain guarantee contract dated 4 March 2015 which were entered into by the Group in favour of a bank in connection with facilities granted to a major supplier of the Group with a maximum guaranteed amount RMB2.5 billion under the guarantee contract.

Apart from intra-Group liabilities and save as aforesaid, at the close of business on 30 April 2016, the Group did not have any other outstanding debt securities, term loans, other bank overdrafts, liabilities under acceptances (other than normal trade bills), acceptance credits, hire purchase commitments or other borrowings or indebtedness in the nature of borrowings, mortgage, charges, contingent liabilities or guarantees.

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FINANCIAL INFORMATION OF THE GROUP

APPENDIX II

2. WORKING CAPITAL

The Group recorded a consolidated net loss of approximately HK$754 million (2014: approximately HK$1,093 million) for the year ended 31 December 2015 and as at that date, net current liabilities of approximately HK$128 million (2014: net current assets of approximately HK$224 million). In view of these circumstances, the Directors have taken the following steps to improve the Group’s liquidity and solvency position.

(a) Active negotiations with banks to obtain adequate bank borrowings to finance the Group’s Operations

The management of the Company has been actively negotiating with the banks in the PRC to secure the renewals of the Group’s short term bank loans and long term bank loans to meet its liabilities when fall due.

Pursuant to an agreement signed with four major lender banks of the subsidiaries of the Company and GBT on 22 September 2015, in respect of the banking facilities granted to the subsidiaries of the Company and GBT in Changchun, the four major lender banks agreed 1) to lower the interest rate for the bank borrowings; 2) not to withdraw any banking facilities then obtained; and 3) to take all possible measures to ensure the renewal of all existing bank borrowings. On 21 March 2016, at a meeting between the Company and three major lender banks in Changchun, the three lender banks have reiterated their support to the subsidiaries of the Company and GBT in Changchun, confirmed the validity of such agreement and expressed their intention to renew the existing banking facilities granted by them to the Company’s and GBT’s subsidiaries in Changchun upon expiry.

(b) Improvement of the Group’s operating cash flows

The Group is taking measures to tighten cost controls over various production costs and expenses with the aim to attain profitable and positive cash flow operations. During the year ended 31 December 2015, the Group has scaled down certain corn starch and corn based sweetener production in order to minimise operating cash outflows.

Based on management estimation of the future cash flows of the Group, after taking into account (i) the successful renewals of the Group’s existing bank borrowings; (ii) the measures to minimise the Group’s operating cash outflows; (iii) the materialisation of the disposals of the Relevant Properties pursuant to

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FINANCIAL INFORMATION OF THE GROUP

APPENDIX II

the Property Disposal Agreement, and (iv) the materialisation of the disposals of the Relevant Assets pursuant to the Asset Disposal Agreement, the Directors consider that the Group is able to generate sufficient funds to meet its financial obligations as and when they fall due in the foreseeable future.

(c) Financial support from the controlling shareholder of GBT

The Group has received a written confirmation from the controlling shareholder of GBT that it will provide financial support to the Group for its operation on a going concern basis and undertake all liabilities that may arise from the financial guarantee contracts in respect of banking facilities granted to a major supplier. Such assistance received by the Group is not secured by any assets of the Group.

As such, the Directors are of the opinion that, after taking into account the internal resources, the present and expected available banking facilities, the Group has sufficient working capital for its present requirements for at least the next 12 months from the date of this circular.

3. FUTURE PLANS AND PROSPECTS

In order to maintain the competitiveness of the Group, the Group will strive to maintain its market share, diversify its product mix and enhance its capability in developing high value-added products and new applications through in-house research and development efforts and strategic business alliance with prominent international market leaders.

In the short run, the Group will take opportunity of the relocation of its production facilities to the productions site of the Group in Xinglongshan, Changchun to readjust its product mix and capacity to adapt to market changes, and at the same time, enhance operation efficiency through continuous research and development efforts to lower operating costs. The relocation plan of the Group will be financed by the Group’s internal resources, and the Directors are of the view that the existing technology know-how of the Group is sufficient for the relocation of production facilities.

In the long run, the Group will continue to strengthen its market position leveraging on its brand name and add value to the current product mix through the introduction of new high value-added products. The Group will also consider the possibility of diversification of business to ensure sustainable development of the Group in longer term.

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FINANCIAL INFORMATION OF THE GROUP

APPENDIX II

With respect to the financial position of the Group, the management will endeavor to overcome the challenges and adopt a prudent approach in face of the current market condition.

4. MATERIAL ADVERSE CHANGE

The Directors are not aware of any material adverse change in the financial position or trading position of the Group since 31 December 2015, being the date to which the latest published audited financial statements of the Group was made up.

5. MANAGEMENT DISCUSSION AND ANALYSIS

The Group is principally engaged in the manufacture and sale of corn refined products and corn sweeteners, categorised into upstream and downstream products. The Group’s upstream products include corn starch, gluten meal, corn oil and other corn refined products. Corn starch is refined downstream to produce various corn sweeteners such as corn syrup (glucose syrup, maltose syrup and high fructose corn syrup) and corn syrup solid (crystallised glucose and maltodextrin). The Group is also engaged in the corn procurement business, in which corn kernels are purchased directly from farmers via corn origination silos for cost savings.

Business Review

The selling prices of the Group’s products are affected by the prices of their raw materials (principally corn kernels and corn starch), the demand and supply of each of the products and their respective substitutes in the market and the variety of product specifications.

Global corn harvest in 2015 maintained at approximately 968 million metric tonnes (“MT”). However, global economic slowdown has dragged down international corn price to 406 US cents per bushel (equivalent to RMB1,036 per MT) (End of 2014: 521 US cents per bushel, equivalent to RMB1,257 per MT) by the end of 2015. In the PRC, corn harvest in 2015/16 increased slightly to about 225 million MT (2014/15: approximately 215 million MT). Despite the protectionist agricultural policy adopted by the PRC government which aims at protecting local farmers and stabilising domestic corn price, the weak market sentiment led to sluggish demand. As a result, the market price of corn kernels dropped to approximately RMB2,023 per MT (end of 2014: RMB2,374 per MT) by the end of 2015.

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APPENDIX II

FINANCIAL INFORMATION OF THE GROUP

On the other hand, as observed by the management, the PRC government agricultural policy is under reform. Since early 2015, instead of purchasing certain agricultural products such as cotton at a pre-determined floor price from the farmers, the PRC government has started to subsidise farmers directly for the price discrepancy between the floor price and the prevailing market price for each MT of agricultural products sold. This practice aims to gradually revive market-based mechanism for the pricing of these agricultural products. Although the new scheme adopted by the PRC government does not apply to domestic corn at present, the State Government has expressed the intention to apply the same to domestic corn in its latest official documents subsequent to the finalisation of its thirteenth five-year plan. The management expects this will stabilise the purchasing price of corn in the PRC.

Despite the PRC government’s continuous efforts to stimulate economic growth, the depressed property prices and industrial production signified that the pace of economic growth in China would remain slow. Sentiment among buyers and manufacturers stayed conservative. Consequently, the market selling prices of the Group’s products were put under pressure. Due to sluggish market demand, the average selling price of upstream products remained weak during the year at approximately RMB2,948 per MT (2014: RMB2,903 per MT).

In respect of sugar price movement, the domestic production of cane sugar, a substitute of the Group’s corn sweetener products, dropped from 13.3 million MT to 10.5 million MT in the harvest of the year 2014/15. Domestic sugar price increased to approximately RMB5,373 per MT (2014: RMB4,350 per MT) by the end of the year ended 31 December 2015 (the “Year”). On the other hand, international sugar price volatility was intensified by currency fluctuations and lower-than-expected production volume in Brazil during the Year. As a result, international sugar price increased to 15.24 US cents per pound (equivalent to RMB2,186 per MT) (End of 2014: 14.98 US cents per pound, equivalent to RMB2,047 per MT) by the end of 2015.

The increased sugar price and the decreased cost of corn kernels further widened the cost advantage of corn sweeteners. It is expected that customers will be increasingly convinced to switch to corn sweeteners as a result. While the operating environment of the upstream segment will continue to be challenging, the Group will continue to strengthen its market position leveraging on its brand name and further improve operation efficiency through continuous research and development efforts to lower operating costs.

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FINANCIAL INFORMATION OF THE GROUP

APPENDIX II

Financial Performance

The Group’s consolidated revenue for the Year decreased by approximately 43.5% to approximately HK$1,649 million (2014: HK$2,920 million). Despite this, the Group recorded a gross profit of HK$80 million (2014: gross loss of HK$190 million) during the Year. Net loss attributable to shareholders for the Year narrowed to approximately HK$754 million compared to a net loss of HK$1,093 million for the previous year. The net loss was mainly attributable to the low utilisation rate of the Group’s production facilities in Jinzhou as a result of the poor operating environment for the upstream business since 2014 and the suspension of the Group’s production facilities in Changchun during the Year. Consequently, the Group’s unit production costs remained high during the Year. Combined with the weak market selling prices of the Group’s products, the performance of the Group for the Year though improved, was still under pressure.

Upstream products

(Sales amount: HK$848 million (2014: HK$1,504 million)) (Gross profit: HK$6 million (2014: Gross loss: HK$348 million))

During the Year, the revenue and gross loss of corn procurement business amounted to approximately HK$292 million and HK$1 million (2014: HK$201 million and gross profit of HK$2 million) respectively. There is no internal consumption of corn kernels for upstream production during the Year (2014: 55,000 MT).

During the Year, the sales volume of corn starch and other corn refined products were approximately 83,000 MT (2014: 263,000 MT) and 50,000 MT (2014: 157,000 MT) respectively. Internal consumption of corn starch was approximately 30,000 MT (2014: 151,000 MT), which was mainly used as raw material for production in the Group’s Jinzhou and Shanghai production sites.

The average selling prices of corn starch increased by approximately 2.9% to HK$3,322 per MT (2014: HK$3,229 per MT) while other corn refined products decreased by approximately 14.7% to HK$2,464 per MT (2014: HK$2,887 per MT) during the Year. As the average selling prices increased during the Year, the corn starch segment recorded a gross profit margin of 5.8% (2014: gross loss margin of 21.2%). However, other corn refined products segment recorded a gross loss margin of 9.3% (2014: 37.6%) as a result of the weak average selling prices during the Year.

— 41 —

FINANCIAL INFORMATION OF THE GROUP

APPENDIX II

The Group’s upstream business has been hammered by the slowdown of China’s economic growth, weak export and excess supply in the market since the fourth quarter of 2011. This situation continued during the Year and is expected to continue in the 2016. As such, the Group has halted its production of upstream products in Changchun and Jinzhou since 31 March 2014 and 26 February 2016 respectively, until market conditions improve.

Corn syrup

(Sales amount: HK$523 million (2014: HK$853 million)) (Gross profit: HK$50 million (2014: HK$97 million))

During the Year, revenue of corn syrup decreased by 38.8% to approximately HK$523 million (2014: HK$853 million). Such decrease was mainly attributable to the drop in sales volume by 40.9% to approximately 143,000 MT (2014: 242,000 MT) as a result of the suspension of Changchun production facilities since March 2014 and the increased unit production cost by 5.4% from the low utilisation rate of the Jinzhou production facilities. As such, the corn syrup segment recorded a gross profit of approximately HK$50 million (2014: HK$97 million), representing a 48.5% drop compared to the previous year, with a gross profit margin of 9.5% (2014: 11.4%). Internal consumption of corn syrup for downstream production during the Year amounted to approximately 1,000 MT (2014: 13,000 MT), as a result of the decrease in the production volume of corn syrup solid.

During the Year, no corn syrup (2014: 1,000 MT) was sold to the GBT Group.

Corn syrup solid

(Sales amount: HK$278 million (2014: HK$563 million)) (Gross profit: HK$24 million (2014: HK$61 million))

Sales volume of corn syrup solid decreased by approximately 45.9% as a result of the suspension of the Changchun production facilities since 31 March 2014. The average selling price of corn syrup solid dropped by 7.9% to approximately HK$3,245 per MT (2014: HK$3,522 per MT). Consequently, the revenue of corn syrup solid decreased by 50.6% to approximately HK$278 million (2014: HK$563 million). During the Year, corn syrup solid segment recorded a gross profit of approximately HK$24 million (2014: HK$61 million) with a gross profits margin of 8.7% (2014: 10.8%).

— 42 —

FINANCIAL INFORMATION OF THE GROUP

APPENDIX II

During the Year, no corn syrup solid (2014: Nil) was sold to the GBT Group.

Export sales

During the Year, the Group exported approximately 41,000 MT (2014: 35,000 MT) of upstream corn refined products and approximately 200 MT (2014: 14,000 MT) of corn sweeteners; their export sales amounted to approximately HK$90 million (2014: HK$73 million) and HK$1 million (2014: HK$54 million) respectively, together representing approximately 5.5% (2014: 4.3%) of the Group’s total revenue.

Other income and gains, operating expenses, finance costs and income tax

Other income and gains

During the Year, other income of the Group decreased to HK$38 million (2014: HK$131 million). The other income recorded in 2014 was mainly attributable to the gain on assets compensation as a result of the relocation of production facilities in Changchun which amounted to approximately HK$103 million.

Selling and distribution expenses

During the Year, the selling and distribution expenses decreased by 58.9% to approximately HK$88 million (2014: HK$214 million), representing 5.3% (2014: 7.3%) of the Group’s revenue. Such decrease was mainly attributable to the decrease in the Group’s revenue.

Administrative expenses

During the Year, administrative expenses remained at approximately HK$101 million (2014: HK$109 million), representing 6.1% (2014: 3.7%) of the Group’s revenue.

Other expenses

During the Year, other expenses of the Group decreased to approximately HK$127 million (2014: HK$131 million) which included expenses reallocated from cost of sales, for instance, depreciation and direct labour cost in Changchun as a result of the idle capacity of the Changchun and Jinzhou production facilities of HK$39 million (2014: HK$112 million) and HK$42 million (2014: Nil), respectively.

— 43 —

FINANCIAL INFORMATION OF THE GROUP

APPENDIX II

Finance costs

During the Year, finance costs of the Group decreased to approximately HK$65 million (2014: HK$79 million) as a result of the reduction in bank borrowings by approximately HK$147 million.

Income tax

Although the Group recorded a net loss during the Year, certain subsidiaries in the PRC incurred net profit and were subject to the PRC enterprise income tax. As a result, income tax expense of approximately HK$7 million was recognised (2014: HK$11 million).

Net loss attributable to shareholders

Notwithstanding the continuous challenging operating environment, by optimising the level of operation and leveraging on the Group’s brand name in Shanghai, the Group’s net loss was narrowed to approximately HK$754 million (2014: HK$1,093 million) during the Year.

Financial Resources and Liquidity

Structure of interest bearing borrowings and net borrowing position

As at 31 December 2015, the Group’s bank borrowings amounted to approximately HK$894 million (31 December 2014: HK$1,041 million), all of which (31 December 2014: 94.2%) was denominated in Renminbi. The average interest rate during the Year decreased to approximately 6.8% (2014: 7.0%) per annum as a result of the decrease in the PRC interest rate.

The percentage of interest-bearing borrowing wholly repayable within one year, in the second year and in the third to fifth years were 78.7%, 21.3% and Nil (31 December 2014: 45.3%, 35.5% and 19.2%), respectively.

During the Year, the Group was in compliance with the financial covenants as required in its current banking facilities and had no difficulty in renewing its banking facilities.

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FINANCIAL INFORMATION OF THE GROUP

APPENDIX II

Turnover days, liquidity ratios and gearing ratios

Credit terms, normally 90 days, are granted to customers, depending on their credit worthiness and business relationships with the Group. During the Year, the trade receivables turnover days decreased to 37 days (31 December 2014: 47 days) which was attributable to the strengthened credit control of the Group.

During the Year, trade payables turnover days increased to approximately 46 days (31 December 2014: 27 days) as part of the cash flow management.

As at 31 December 2015, the inventory level decreased by 23.9% to approximately HK$162 million (31 December 2014: HK$213 million). However, with the decrease in cost of sales to approximately HK$1,569 million, the inventory turnover days increased to approximately 37 days for the Year (31 December 2014: 25 days).

The current ratio as at 31 December 2015 decreased to approximately 0.9 (31 December 2014: 1.2) and the quick ratio decreased to 0.8 (31 December 2014: 1.2), due to the reallocation of long-term borrowings amounted to RMB296 million (equivalent to HK$352 million) to short-term ones. Gearing ratio in terms of net debts (i.e. net balance between bank borrowings and cash and cash equivalents) to equity was approximately 450.9% (31 December 2014: 92.1%). The increase in gearing ratio was due to the net loss incurred by the Group during the Year. To improve the financial position of the Group, the Company has adopted several strategic actions as mentioned in paragraph 9 under the section headed “Update on remedial measures” in 2015 annual report of the Company.

Foreign Exchange Exposure

Since most of the operations of the Group were carried out in the PRC in which transactions were denominated in Renminbi, the Directors consider that there is no material unfavourable exposure to foreign exchange fluctuation. Therefore, the Group does not intend to hedge its exposure to foreign exchange fluctuations in Renminbi. However, the Group will constantly review the economic situation, development of the Group’s business segments and its overall foreign exchange risk profile, and will consider appropriate hedging measures in future as and when necessary.

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FINANCIAL INFORMATION OF THE GROUP

APPENDIX II

Number and remuneration of employees

As at 31 December 2015, the Group has approximately 1,250 (31 December 2014: 1,350) full time employees in Hong Kong and the PRC. The Group appreciates the correlation between human resources and its success, and recognises the value of human resources management as a source of competitive advantage in the increasing turbulent environment. The Group places great emphasis on the selection and recruitment of new staff, on-the job training, appraisal and rewards of its employees to align employees’ performance with the Group’s strategies. The Company also acknowledges the contribution of its employees and strives to maintain remuneration packages and career development opportunities to retain current employees. Remuneration packages include discretionary bonuses payable on a merit basis, which are in line with industrial practice. Staff benefits provided by the Group include mandatory funds, insurance schemes and performance related commissions.

Share option scheme of the Company

The Company operates a share option scheme for the purpose of providing incentives and rewards to eligible participants who contribute to the success of the Group’s operations. The share option scheme became effective on 3 September 2007 and, unless otherwise cancelled or amended, will remain in force for 10 years from that date.

Mortgages or charges on Group Assets

At the close of business on 30 April 2016, Dihao Foodstuff was subject to certain guarantee contract dated 4 March 2015 which were entered into by the Group in favour of a bank in connection with facilities granted to a major supplier of the Group with a maximum guaranteed amount RMB2.5 billion under the guarantee contract. In addition, Dihao Foodstuff and Dihao Cyrstal Sugar as mortgagors entered into a mortgage in February 2015 for the provision of mortgage security in favour of a bank in the PRC for the benefit of certain members of the GBT Group.

Save as disclosed above, the Group did not have any mortgages or charges on its assets.

— 46 —

GENERAL INFORMATION

APPENDIX III

1. RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.

2. DIRECTORS’ AND CHIEF EXECUTIVE’S INTERESTS AND SHORT POSITIONS IN SHARES AND UNDERLYING SHARES

As at the Latest Practicable Date, the interests or short positions of the Directors and chief executive of the Company in the Shares, underlying Shares and debentures of the Company or any of its associated corporations (within the meaning of Part XV of the SFO) (a) which were required to be notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests and short positions which they were taken or deemed to have under such provisions of the SFO); or (b) which were required, pursuant to section 352 of the SFO, to be entered in the register referred to therein; or (c) which were required, pursuant to the Model Code for Securities Transactions by Directors of Listed Issuers (the “ Model Code ”) to be notified to the Company and the Stock Exchange, were as follows:

Long positions in ordinary shares of the Company:

				Percentage of
				relevant class
				of issued share
			Number	capital of the
			and class	Company/
	Company/name		of shares	associated
Name of	of associated		interested	corporation
Director	corporation	Nature of interest	(Note 1)	(Note 2)
Mr. Kong	The Company	Interest of a	1,984,000	0.13
Zhanpeng		controlled corporation	Shares (L)
			(Note 3)
	The Company	Beneficial owner	6,000,000	0.39
			Shares (L)
			(Note 4)

— 47 —

GENERAL INFORMATION

APPENDIX III

				Percentage of
				relevant class
				of issued share
			Number	capital of the
			and class	Company/
	Company/name		of shares	associated
Name of	of associated		interested	corporation
Director	corporation	Nature of interest	(Note 1)	(Note 2)
	GBT	Beneficial owner	18,256,000	0.29
			ordinary shares
			of HK$0.10
			each (L)
	GBT	Interest of a controlled	241,920,000	3.78
		corporation	ordinary shares
			of HK$0.10
			each (L)
			(Note 5)
Ho Lic Ki	The Company	Beneficial owner	2,000,000	0.13
			shares (L)
			(Note 6)

Notes:

1. The letter “L” represents the Director’s interests in the shares and underlying shares of the Company or its associated corporation.

2. On the basis of 1,527,586,000 Shares in issue as at the Latest Practicable Date.

3. These shares are held by Hartington Profits Limited, a company incorporated in the British Virgin Islands, the entire issued share capital of which is beneficially owned by Mr. Kong Zhanpeng.

4. These shares are underlying Shares comprised in the options granted to Mr. Kong Zhanpeng pursuant to the share option scheme of the Company.

6. These 241,920,000 shares are held by Hartington Profits Limited.

7. These shares are underlying shares comprised in the options granted to Mr. Ho Lic Ki pursuant to the share option scheme of the Company.

— 48 —

APPENDIX III

GENERAL INFORMATION

Save as disclosed above, as at the Latest Practicable Date, none of the Directors and chief executive of the Company had any interests or short positions in the Shares, underlying Shares and debentures of the Company or any of its associated corporations (within the meaning of Part XV of the SFO) as recorded in the register required to be kept under section 352 of the SFO or as otherwise notified to the Company and the Stock Exchange pursuant to the Model Code.

Since 31 December 2015 (being the date to which the latest published audited consolidated financial statements of the Group are made up) and up to the Latest Practicable Date, none of the Directors or proposed directors of the Company (if any) had any interest, direct or indirect, in any assets which had been acquired or disposed of by or leased to any member of the Group, or were proposed to be acquired or disposed of by or leased to any member of the Group.

Mr. Kong Zhanpeng, an executive Director, is interested in approximately 4.07% of the issued share capital of GBT through his interest as beneficial owner and interest in Hartington Profits Limited, and is the chief executive officer of GBT. In addition, Mr. Wang Jian, an executive Director, is also the executive director of GBT. As such, both Mr. Kong and Mr. Wang are considered to have material interests in the (i) master agreement dated 8 April 2016 entered into between the Group and the GBT Group in relation to the purchase of corn starch by the Group from the GBT Group; (ii) the master agreement dated 8 April 2016 entered into between the Group and the GBT Group in relation to the supply of electricity, water and steam and provision of wastewater treatment services by the GBT Group to the Group; and (iii) the master agreement dated 8 April 2016 entered into between the Group and the GBT Group in relation to the appointment of the Group as the distributor of the GBT Group for the distribution of its lysine and other corn-refined products from time to time.

Save as disclosed above, none of the Directors or proposed directors of the Company (if any) was materially interested in any contract or arrangement subsisting as at the Latest Practicable Date and which is significant in relation to the business of the Group taken as a whole.

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GENERAL INFORMATION

APPENDIX III

3. SUBSTANTIAL SHAREHOLDERS’ INTERESTS IN SHARES AND UNDERLYING SHARES

As at the Latest Practicable Date, so far as is known to any Directors or chief executive of the Company, the persons (other than a Director or chief executive of the Company); (a) who had an interest or short position in the Shares and underlying Shares of the Company which would fall to be disclosed to the Company under the provisions of Divisions 2 and 3 of Part XV of the SFO; or (b) who were, directly or indirectly, interested in 10% or more of the nominal value of any class of share capital carrying rights to vote in all circumstances at the general meetings of the Company or any other members of the Group, were as follows:

			Capital/number
			of shares/	Approximate
	Company/		underlying	percentage of
Name of	Name of	Nature of	shares held	shareholding
shareholder	Group member	interest	(Note 1)	(Note 2)
Global Corn Bio-chem	The Company	Beneficial owner	977,778,000	64.01
Technology Company			Shares (L)
Limited (“Global Corn
Bio-chem”)
GBT	The Company	Interest of a	977,778,000	64.01
		controlled	Shares (L)
		corporation
		(Note 3)
	The Company	Beneficial owner	500,000	0.03
			Shares (L)
Modern Agricultural	The Company	Interest of a	978,278,000	64.04
Industry Investment		controlled	Shares (L)
Limited_(Note 4)_		corporation
Modern Agricultural	The Company	Interest of a	978,278,000	64.04
Industry Investment		controlled	Shares (L)
Holdings Limited		corporation
(Note 4)

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GENERAL INFORMATION

APPENDIX III

			Capital/number
			of shares/	Approximate
	Company/		underlying	percentage of
Name of	Name of	Nature of	shares held	shareholding
shareholder	Group member	interest	(Note 1)	(Note 2)
Jilin Province Modern	The Company	Interest of a	978,278,000	64.04
Agricultural Industry		controlled	Shares (L)
Investment Fund (LLP)		corporation
(“PRC LLP”)(Note 4)
Jilin Province Modern	The Company	Interest of a	978,278,000	64.04
Agricultural Industry		controlled	Shares (L)
Fund Limited_(Note 4)_		corporation
Jilin Changjitu Investment	The Company	Interest of a	978,278,000	64.04
Co., Ltd.(Note 4)		controlled	Shares (L)
		corporation
Jiaotou_(Note 4)_	The Company	Interest of a	978,278,000	64.04
		controlled	Shares (L)
		corporation

Notes:

1. The letter “L” represents the Director’s interests in the shares and underlying shares of the Company.

2. On the basis of 1,527,586,000 Shares in issue as at the Latest Practicable Date.

3. These Shares are registered in the name of Global Corn Bio-chem, which is a wholly owned subsidiary of GBT. Therefore, GBT is deemed to be interested in all the Shares in which Global Corn Bio-chem is interested according to the SFO. Mr. Kong Zhanpeng, an executive Director, is also the chief executive officer of GBT.

4. These Shares comprise of 977,778,000 Shares registered in the name of Global Corn Bio-chem and 500,000 Shares in the name of GBT, whose issued share capital is owned as to approximately 49.0% by Modern Agricultural Industry Investment Limited. The entire issued capital of Modern Agricultural Industry Investment Limited is held by Modern Agricultural Industry Investment Holdings Limited which is in turn wholly owned by PRC LLP. The sole general partner of PRC LLP is Jilin Province Modern Agricultural Industry Fund Limited, and Jilin Changjitu Investment Co., Ltd. is 40% limited partner of PRC LLP, Yinhua Wealth and Capital Management (Beijing) Co., Ltd. is 26.7% limited partner of PRC LLP, Jiaotou is 20% limited partner of PRC LLP, while Changchun Emerging Industry Equity Investment Fund Co., Ltd. is 13.3% limited partner of PRC LLP. Jilin Province Modern Agricultural Industry Fund Limited is wholly owned by Jilin Changjitu Investment Co., Ltd. whose 91.11% of its interest is owned by Jiaotou. Jiaotou

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GENERAL INFORMATION

APPENDIX III

is 71.43% owned by 吉林省人民政府國有資產監督管理委員會 (Stated-owned Assets Supervision & Administration Commission of the People’s Government of Jilin Province). Each of Modern Agricultural Industry Investment Limited, Modern Agricultural Industry Investment Holdings Limited, PRC LLP, Jilin Province Modern Agricultural Industry Fund Limited, Jilin Changjitu Investment Co., Ltd., Jiaotou and 吉林省人民政府國有資產監督管理委員會 (Stated-owned Assets Supervision & Administration Commission of the People’s Government of Jilin Province) are deemed to be interested in the interest held by GBT.

Mr. Wang Jian, an executive Director, is also the assistant to the general manager, head of asset operation department and employee supervisor of Jiaotou, and an executive director of GBT.

Mr. Fu Qiang, a non-executive Director, is also the general manager and deputy secretary of the Party Committee of Jiatou.

Ms. Zhang Yaohui, a non-executive Director, is also the chief financial officer of Jilin Province Tianqi Real Estate Company （吉林省天旗房地產公司）.

Save as disclosed herein, so far as is known to any Director or chief executive of the Company, there was no other person (other than a Director or chief executive of the Company) who, as at the Latest Practicable Date, had an interest or short position in the Shares and underlying shares of the Company which would fall to be disclosed to the Company under the provisions of Divisions 2 and 3 of Part XV of the SFO, or who was directly or indirectly interested in 10% or more of the nominal value of any class of share capital carrying rights to vote in all circumstances at the general meetings of the Company or any other member of the Group.

4. SERVICE AGREEMENTS

As at the Latest Practicable Date, none of the Directors had a service contract with any member of the Group which was not determinable by the Company or the relevant member of the Group within one year without payment of compensation other than statutory compensation.

5. MATERIAL LITIGATIONS

As at the Latest Practicable Date, there was no litigation or claims of material importance pending or threatened against the Group as at the Latest Practicable Date.

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GENERAL INFORMATION

APPENDIX III

6. QUALIFICATION AND CONSENT OF EXPERT

The following are the qualifications of the expert who has given opinion or, advice contained in this circular:

Name

Qualification

Savills Independent property valuer

Savills has given and has not withdrawn its written consent to the issue of this circular with the reference to its name and its letter in the form and context in which it appears.

As at the Latest Practicable Date, Savills had no shareholding, directly or indirectly, in any member of the Group or the right (whether legally enforceable or not) to subscribe for or to nominate persons to subscribe for shares in any member of the Group.

Svaills does not have any interest, direct or indirect, in any assets which since 31 December 2015, being the date to which the latest published audited financial statements of the Group were made up, have been acquired or disposed of by or leased to any member of the Group, or are proposed to be acquired or disposed of by or leased to any member of the Group.

7. MATERIAL CONTRACTS

The following contracts (not being contracts entered into in the ordinary course of business) were entered into by the members of the Group within two years immediately preceding the date of this circular, and are or may be material:

• (a) the Property Disposal Agreement;

• (b) the Asset Disposal Agreement;

• (c) guarantee contract dated 4 March 2015 executed by Dihao Foodstuff in favour of a bank in the PRC in relation to the banking facilities of Changchun Dajincang Corn Procurement Co., Ltd. (a supplier of the Group) up to a maximum guaranteed amount of RMB2.5 billion for nil consideration passing to or from Changchun Dihao;

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GENERAL INFORMATION

APPENDIX III

• (d) mortgage executed by Dihao Foodstuff and Dihao Crystal Sugar in February 2015 for the provision of mortgage security in favour of a bank in the PRC for the benefit of Changchun Dacheng Bio-tech Development Co., Ltd., a subsidiary of GBT; and

• (e) mortgage executed by, among others, Dihao Foodstuff dated 11 December 2014 for the provision of mortgage security in favour of a bank in the PRC for the benefit of Changchun Dahe Bio Technology Development Co., Ltd., a subsidiary of GBT.

8. DOCUMENTS AVAILABLE FOR INSPECTION

Copies of the following documents are available for inspection at the head office and principal place of business of the Company in Hong Kong at Unit 1104, Admiralty Centre, Tower 1, 18 Harcourt Road, Hong Kong during normal business hours from 9:30 a.m. to 5:00 p.m. on any Business Day from the date of this circular up to and including the date of the EGM:

• (a) the memorandum and articles of association of the Company;

• (b) the consolidated audited accounts of the Company for each of the two financial years ended 31 December 2015;

• (c) the Property Disposal Agreement;

• (d) the Asset Disposal Agreement;

• (e) the letter from the Board, the text of which is set out on pages 6 to 22 to this circular;

• (f) the material contracts referred to under the paragraph headed “7. Material Contracts” in this appendix;

• (g) the valuation report on the Relevant Properties prepared by Savills, the text of which is set out in Appendix I to this circular;

• (h) the consent letter referred to in the paragraph headed “6. Qualification and Consent of Expert” in this appendix; and

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GENERAL INFORMATION

APPENDIX III

• (i) the circular dated 21 March 2016 in relation to, among others, certain continuing connected transactions entered into by the Group with the GBT Group.

9. MISCELLANEOUS

• (a) The registered office of the Company is located at Cricket Square, Hutchins Drive, PO Box 2681, Grand Cayman KYI-1111, Cayman Islands.

• (b) The head office and principal place of business of the Company in Hong Kong is at Unit 1104, Admiralty Centre, Tower 1, 18 Harcourt Road, Hong Kong.

• (c) The Hong Kong branch share registrar and transfer office of the Company is Tricor Investor Services Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong.

• (d) The company secretary is Mr. Lee Chi Yung. Mr. Lee is the member of the Hong Kong Institute of Certified Public Accountants and the Association of Chartered Certified Accountants.

• (e) The English text of this circular shall prevail over its Chinese text.

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NOTICE OF EGM

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)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that the extraordinary general meeting of Global Sweeteners Holdings Limited (“ Company ”, and together with its subsidiaries, the “ Group ”) will be held on 21 June 2016 at 10:30 a.m. at Admiralty Conference Centre, 1804A, 18/F., Tower 1, Admiralty Centre, 18 Harcourt Road, Admiralty, Hong Kong for the purposes of considering and, if though fit, passing the following resolutions as ordinary resolutions of the Company:

ORDINARY RESOLUTIONS

1. “ THAT the property transfer agreement dated 14 April 2016 entered into between 吉 林省太陽神建築工程有限公司 (Jilin Province Taiyangshen Construction Engineering Co., Ltd.) (the “ Purchaser ”) and 長春帝豪食品發展有限公司 (Changchun Dihao Foodstuff Development Co., Ltd.) (“ Dihao Foodstuff ”) and 長春帝豪結晶糖開發 實業有限公司 (Changchun Dihao Crystal Sugar Industry Development Co., Ltd.) (“ Dihao Crystal Sugar ”) in respect of the sale and purchase of (i) the three pieces of land situated at the east side of Xihuancheng Road, Lu Yuan District, Changchun, the PRC with an aggregate site area of about 225,087 sq. m., and the buildings erected thereon with an aggregate gross floor area of about 64,857 sq. m., all owned by Dihao Foodstuff; (ii) two buildings owned by Dihao Foodstuff with an aggregate gross floor area of about 11,998 sq.m., erected on a piece of land situated at the east side of Xihuancheng Road, Lu Yuan District, Changchun, the PRC owned by 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.); 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 area of about 31,667 sq. m., and the buildings erected thereon with an aggregate gross floor area of about 8,373 sq. m., all owned by Dihao Crystal Sugar, on and subject to the terms and conditions thereof (a copy of which has been produced to the meeting marked “ A ” and signed by the chairman of the meeting for

2. for identification purposes only

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NOTICE OF EGM

the purpose of identification), and the transactions contemplated thereby be and are hereby approved and that the directors of the Company be and are hereby authorised to take any action and sign any document (under seal, if necessary) as they consider necessary, desirable or expedient in connection therewith or the transactions contemplated thereby.”

1. “ THAT the asset transfer agreement dated 14 April 2016 entered into between the Purchaser and Dihao Foodstuff and Dihao Crystal Sugar in respect of the sale and purchase of (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, on and subject to the terms and conditions thereof (a copy of which has been produced to the meeting marked “ B ” and signed by the chairman of the meeting for the purpose of identification), the transactions contemplated thereby be and are hereby approved and that the directors of the Company be and are hereby authorised to take any action and sign any document (under seal, if necessary) as they consider necessary, desirable or expedient in connection therewith or the transactions contemplated thereby.”

By order of the Board of Global Sweeteners Holdings Limited Wang Jian Chairman

Hong Kong, 3 June 2016

Registered office: Head office and principal place of Cricket Square business in Hong Kong: Hutchins Drive Unit 1104, Admiralty Centre PO Box 2681 Tower 1 Grand Cayman KY1-1111 18 Harcourt Road Cayman Islands Hong Kong

Notes:

1. A member of the Company entitled to attend and vote at the meeting above is entitled to appoint in written form one or, if he is the holder of two or more shares (“ Shares ”) of the Company, more proxies to attend and vote instead of him. A proxy need not be a member of the Company.

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NOTICE OF EGM

1. In the case of joint holders of Shares, any one of such joint holders may vote, either in person or by proxy, in respect of such Share as if he/she were solely entitled thereto, but if more than one of such joint holders are present at the above meeting, personally or by proxy, that one of the said persons so present whose name stands first in the register in respect of such share shall alone be entitled to vote in respect thereof.

2. In order to be valid, the form of proxy must be in writing under the hand of the appointor or of his attorney duly authorised in writing, or if the appointor is a corporation, either under seal, or under the hand of an officer or attorney duly authorised, and must be deposited with the Hong Kong branch share registrar and transfer office (“ Branch Registrar ”) of the Company, Tricor Investor Services Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong (together with the power of attorney or other authority, if any, under which it is signed or a notarially certified copy thereof) not less than 48 hours before the time fixed for holding of the meeting or any adjournment thereof.

3. Delivery of an instrument appointing a proxy should not preclude a member from attending and voting in person at the above meeting or any adjournment thereof and in such event, the instrument appointing a proxy shall be deemed to be revoked.

4. For the purpose of determining members who are qualified for attending the above meeting, the register of members of the Company will be closed from 17 June 2016 to 21 June 2016, during which period no transfer of the Shares will be effected. In order to qualify for attending the above meeting, all transfers of Shares accompanied by the relevant share certificates must be lodged with the Branch Registrar at the above address by no later than 4:30 p.m. on 16 June 2016.

As at the date of this notice, the 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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