Global Corn Group Limited — Regulatory Filings 2015

Apr 1, 2015

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

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)

annoUnCement

(1) ProViSion oF FinanCial aSSiStanCe bY tHe GroUP to tHe Gbt GroUP

(2) ProViSion oF FinanCial aSSiStanCe bY tHe GroUP to a SUPPlier

(3) SUSPenSion and reloCation oF ProdUCtion oF oPerationS at lUYUan diStriCt oF CHanGCHUn

• (4) PoSSible diSPoSal oF landS and bUildinGS bY tHe GroUP

ProViSion oF FinanCial aSSiStanCe bY tHe GroUP to tHe Gbt GroUP

In December 2014 and February 2015, certain members of the Group entered into Mortgage A and Mortgage B for the provision of mortgage security in favour of certain banks in the PRC for the benefit of certain members of the GBT Group, namely, Changchun Dahe and Changchun Dacheng Bio-tech.

• For identification purposes only

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As at the date of this announcement, GBT is a controlling shareholder of the Company holding approximately 64.04% of the entire issued share capital of the Company. Changchun Dahe and Changchun Dacheng Bio-tech are wholly-owned by GBT and hence are associates of GBT. Accordingly, the financial assistance provided to Changchun Dahe by Changchun Dihao under Mortgage A and to Changchun Dacheng Bio-Tech by Changchun Dihao and Dihao Crystal Sugar under Mortgage B constituted connected transactions for the Company under Chapter 14A of the Listing Rules. Mortgage A and Mortgage B are aggregated as a single transaction pursuant to Rules 14.22 and 14A.81 of the Listing Rules as these financial assistance were provided for the benefit of the same party within a 12-month period. As the applicable percentage ratios (other than the profits ratio) either alone or on an aggregate basis, are more than 25%, the financial assistance provided under Mortgage A and Mortgage B both constituted a major transaction of the Company under Chapter 14 of the Listing Rules and a non-exempted connected transaction of the Company under Rule 14A of the Listing Rules.

In addition, as the assets ratio of the financial assistance provided by Changchun Dihao and Dihao Crystal Sugar under both Mortgage A and Mortgage B was more than 8%, the Company was under a general disclosure obligation to disclose such financial assistance under Rule 13.16 of the Listing Rules.

As such, the failure by the Company to comply with the reporting, announcement and independent shareholders’ approval requirements in respect of Mortgage A and Mortgage B constituted noncompliance with Rule 13.16 and Chapters 14 and 14A of the Listing Rules.

ProViSion oF FinanCial aSSiStanCe bY tHe GroUP to a SUPPlier

During November 2010 to March 2015, certain members of the Group entered into the Supplier Guarantees for the benefit of the Supplier in respect of its certain bank borrowings.

The Supplier was one of the main suppliers to the Group. The Supplier is beneficially majorityowned by the labour union of the PRC employees of the GBT Group and the Group and is independent of the Company.

As the applicable percentage ratios in respect of the Supplier Guarantees exceeded 25%, the Supplier Guarantees constituted a major transaction of the Company and were therefore subject to the notification, announcement and shareholders’ approval requirements under the Listing Rules.

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In addition, as the provision of guarantees under the Supplier Guarantees constituted advances to an entity under Rule 13.13 of the Listing Rules, and since the assets ratio of the guarantees provided by the Group was more than 8%, the Company was under a general disclosure obligation to disclose such financial assistance under Rules 13.13 of the Listing Rules and to comply with Rule 13.14 of the Listing Rules when there occurred a 3% or more increase in the assets ratio. The Company was also under a continuing disclosure requirement under Rule 13.20 of the Listing Rules to disclose the Supplier Guarantees in its reports and annual reports during the relevant periods when the Supplier Guarantees were in effect.

As such, the failures by the Company to comply with the above requirements constituted noncompliance with Rules 13.13, 13.14, 13.20 and Chapter 14 of the Listing Rules.

SUSPenSion and reloCation oF ProdUCtion oPerationS at lUYUan diStriCt oF CHanGCHUn

In view of current market conditions, the Group will be taking the opportunity to relocate its production facilities for downstream products at Luyuan District of Changchun to its Xinglongshan site. Coupled with the temporary halt of production of upstream products as announced on 31 March 2014, the Group will not be manufacturing any products at its production facilities in Luyuan District until it has completed the relocation of its production facilities to Xinglongshan and market conditions improve. Its operations at Shanghai and Jinzhou will, however, continue.

PoSSible diSPoSal oF landS and bUildinGS bY tHe GroUP

The Group are owners of the Subject Tract with a total site area of some 256,754 sq. m. and buildings erected thereon with total gross floor area of about 112,528 sq.m.. The lands (with the buildings thereon) on the Subject Tract are owned by different members of the Group. These owners have been in discussions with the Changchun Land Reserve Centre for the resumption of the Subject Tract at an amount of compensation to be agreed. Based on the book values attributable to the lands and buildings comprised in the Subject Tract as at 30 June 2014, a resumption of the Subject Tract will constitute notifiable transactions of the Company under Chapter 14 of the Listing Rules. If these transactions proceed, further announcement(s) will be made by the Company. It should however be noted that there is no binding agreement for a resumption of the all or any part of the Subject Tract, or when such agreement may be entered into, or the amount of compensation payable.

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(1) ProViSion oF FinanCial aSSiStanCe bY tHe GroUP to Gbt GroUP

In December 2014 and February 2015, certain members of the Group entered into Mortgage A and Mortgage B for the provision of mortgage security in favour of certain banks in the PRC for the benefit of Changchun Dahe and Changchun Dacheng Bio-tech, both members of the GBT Group (excluding the Group). Details of the two mortgages are set out below.

mortgage a

Date: 11 December 2014

Parties: Bank A as mortgagee

Changchun Dihao, Changchun Baocheng, Dacheng Industrial, Dacheng Special Corn and Dacheng Bio-Feed as mortgagors

To the best of the knowledge, information and belief of the Directors having made all reasonable enquiries, Bank A, Dacheng Bio-feed and their respective ultimate beneficial owners are third parties independent of the Company and its connected persons. Bank A is a State majority-owned joint stock company principally engaged in the provision of banking services. Dacheng Bio-feed is principally engaged in the production of feed products. The ultimate majority beneficial shareholder of Dacheng Bio-feed is the Labour Union. As of the date of this announcement, the Labour Union has more than 5,000 members, who are the PRC employees of the GBT Group and the Group. The interests of all members of the Labour Union are identical and do not differ from member to member. Excluding persons who are members of the Labour Union, none of the Directors nor their respective close associates have any interest in Dacheng Bio-feed.

Changchun Baocheng, Dacheng Industrial and Dacheng Special Corn are members of the GBT Group. Dacheng Industrial is principally engaged in investment holdings. Changchun Baocheng and Dacheng Special Corn are principally engaged in the manufacture and sale of corn based biochemical products.

Borrower:

Changchun Dahe

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• Security provided by Certain land and buildings located in Changchun, PRC (the Changchun Dihao: “ mortgage a1 Portfolio ”, being part of the Subject Tract, as defined below), among which two pieces of land with total area of approximately 75,800 sq.m. and the buildings erected thereon with total gross floor area of 16,080 sq.m. located at Xihuancheng Road, Luyuan District, Changchun, PRC were provided by Changchun Dihao as security.

The total book value of the above land and buildings mortgaged by Changchun Dihao was approximately RMB131 million as at 31 December 2014.

• Security provided by Certain land and buildings located in Changchun, PRC (the mortgagors other than “ mortgage a2 Portfolio ”, being part of the Subject Tract, as defined Changchun Dihao: below), provided by Changchun Baocheng, Dacheng Industrial, Dacheng Special Corn and Dacheng Bio-Feed as security.

• Secured indebtedness: All indebtedness due and owing to Bank A pursuant to any loan agreements or other documents signed by Changchun Dahe between 25 October 2014 to 24 October 2015 and up to a maximum guaranteed amount of RMB500 million.

Up to the date of this announcement, the outstanding principal amount drawn under the banking facilities secured by Mortgage A amounted to approximately RMB222 million and is outstanding to Bank A.

• Consideration: Changchun Dihao did not receive any fee or commission for entering into Mortgage A.

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mortgage b

Date: This document was signed in February 2015 but is undated Parties: Bank B as mortgagee Changchun Dihao and Dihao Crystal Sugar as mortgagors To the best of the knowledge, information and belief of the Directors having made all reasonable enquiry, Bank B and its ultimate beneficial owners are third parties independent of the Company and its connected persons. Bank B is a stock exchange listed State majority-owned joint stock company principally engaged in the provision of banking services.

Borrower: Changchun Dacheng Bio-tech Security provided: Three pieces of land with total area of approximately 181,000 sq.m. and the buildings erected thereon with total gross floor area of approximately 49,700 sq.m. located at Xihuancheng Road, Luyuan District, Changchun, PRC (the “ mortgage b Portfolio ”, being part of the Subject Tract, as defined below).

The total book value of the above land and buildings provided by Changchun Dihao and Dihao Crystal Sugar was RMB153 million as at 31 December 2014.

Secured indebtedness: All indebtedness due and owing to Bank B pursuant to any loan agreements or other documents signed by Changchun Dahe between 15 February 2015 to 28 April 2017 and up to a maximum guaranteed amount of RMB200 million.

Up to the date of this announcement, the banking facilities secured by Mortgage B have not been utilised.

Consideration: Changchun Dihao and Dihao Crystal Sugar did not receive any fee or commission for entering into Mortgage B.

listing rules implications

As at the date of this announcement and the dates of Mortgage A and Mortgage B, GBT is and was the controlling shareholder of the Company holding approximately 64.04% of the entire issued share capital of the Company. Changchun Dahe and Changchun Dacheng Biotech are wholly owned by GBT and hence are associates of GBT and connected persons of the

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Company. Accordingly, the provision of financial assistance to Changchun Dahe by Changchun Dihao under Mortgage A and to Changchun Dacheng Bio-tech by Changchun Dihao and Dihao Crystal Sugar under Mortgage B constituted connected transactions for the Company under Chapter 14A of the Listing Rules. Mortgage A and Mortgage B are aggregated as a single transaction pursuant to Rules 14.22 and 14A.81 of the Listing Rules as these financial assistance were provided for the benefit of the same party within a 12-month period. As the applicable percentage ratios (other than the profits ratio), either alone or on an aggregate basis, are more than 25%, the financial assistance provided under Mortgage A and Mortgage B constituted a major transaction of the Company under Chapter 14 of the Listing Rules and nonexempted connected transaction of the Company under Chapter 14A of the Listing Rules.

In addition, as the assets ratio of the financial assistance provided by Changchun Dihao and Dihao Crystal Sugar under each of Mortgage A and Mortgage B was more than 8%, the Company was under a general disclosure obligation to disclose such financial assistance under Rule 13.16 of the Listing Rules.

As such, the failure by the Company to comply with the reporting, announcement and independent shareholders’ approval requirements in respect of Mortgage A and Mortgage B constituted non-compliance with Rule 13.16 and Chapters 14 and 14A of the Listing Rules.

reason for entering into mortgage a and mortgage b

The lands provided by the Group as security under Mortgage A and Mortgage B, being Mortgage A1 Portfolio and Mortgage B Portfolio, are effectively one large tract of land (the “ Subject tract ”) which is the subject of ongoing discussions with local government authorities for requisition by a local government entity, as discussed in section (5) of this announcement.

Also under discussion for resumption are the Mortgage A2 Portfolio, other pieces of land held by the GBT Group (collectively the “ Gbt Plot ”) and a piece of land (the “ dacheng bio-feed Plot ”) around the Subject Tract that belong to the GBT Group and Dacheng Bio-feed, and are mortgaged under Mortgage A. Dacheng Bio-feed is beneficially majority-owned by the Labour Union and is independent of the Company.

The lands on the Subject Tract, the GBT Plot and the Dacheng Bio-feed Plot are on the other side of the road between those lands (on the one hand) and the lands resumed by local government disclosed in the joint announcement of GBT and the Company on 7 January 2014 (on the other hand).

In relation to the lands and buildings owned by the Group that are mortgaged under Mortgage A and Mortgage B, in view of the impending relocation of the Group’s production facilities at Luyuan District to its Xinglongshan site and the suspension of production at these facilities as further disclosed in section (4) of this announcement below, the lands and buildings of the Group included in the Subject Tract are surplus to the Group’s current operational requirements.

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Pursuant to the internal control procedures of the Group, all guarantees or mortgages for the benefit of entities outside the Group must be approved by the Board before they are entered into. However, the legal representative of Changchun Dihao and Dihao Crystal Sugar who executed Mortgage A and Mortgage B did not follow the above procedure as he mistakenly believed that the arrangement was part of the government-led financial support by banks in Jilin Province provided to the owners of the lands before the conclusion of the resumption of lands by local government authorities, and therefore was not subject to the above requirements. Mortgage A and Mortgage B were only brought to the attention of the Board during the course of preparation of the financial statements of the Group for the year ended 31 December 2014.

The principal amounts drawn under the banking facilities secured by Mortgage A and Mortgage B which are outstanding as at the date of this announcement were RMB222 million and nil respectively. At the request of the Company’s management, (i) GBT is in the course of arranging for the release of Mortgage B by replacing the security charged under Mortgage B with other assets of the GBT Group and will use its best endeavours to negotiate with Bank A for the release of such part of the Subject Tract mortgaged under Mortgage A that is covered by Changchun Dihao (the “ release ”); (ii) GBT has instructed, and Changchun Dahe and Changchun Dacheng Bio-tech have agreed, not to make any further drawings under the facilities until the Release (the “ no-drawing Commitment ”); and (iii) GBT has agreed to execute a counter-indemnity in favour of the Company on terms that the Company may reasonably prescribe to indemnify the Company from and against all losses that the Company may incur or suffer in connection with Changchun Dihao and Dihao Crystal Sugar having entered into Mortgage A and Mortgage B (the “ indemnity ”).

The total book value of all the lands and buildings on the Subject Tract of the Group as at 31 December 2014 was about RMB284 million.

The aggregate outstanding principal amount drawn that is secured by Mortgage A and Mortgage B is about RMB222 million, and amounts to about 78% of the total book value of the Subject Tract.

On the basis that:

• (1) the banking facilities secured by Mortgage B have not been utilized up to the date of this announcement;

• (2) the No-drawing Commitment;

• (3) the Release;

• (4) the Indemnity;

• (5) the total estimated net realisable value of the Mortgage A2 Portfolio is in excess of the principal amount outstanding that is secured by Mortgage A; and

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• (6) the proposal for the resumption of the Subject Tract as mentioned in part (5) of this announcement,

the management of the Company is reasonably satisfied that Mortgage A and Mortgage B will not result in any significant loss to the Group.

(2) ProViSion oF FinanCial aSSiStanCe bY tHe GroUP to a SUPPlier

During November 2010 to March 2015, certain members of the Group entered into the Supplier Guarantees for the benefit of the Supplier in respect of certain bank borrowings that are notifiable transactions for the Company under the Listing Rules.

Details of the Supplier Guarantees are as follows:

date of guarantee	26/11/2010	15/12/2011	31/12/2012	5/3/2014	4/3/2015
name of bank	Bank C	Bank C	Bank C	Bank C	Bank C
Guarantors	Changchun Dihao and	Changchun Dihao and	Changchun Dihao	Changchun Dihao	Changchun Dihao
	Changchun Jincheng	Changchun Jincheng
Guaranteed amount	All indebtedness due	All indebtedness due	All indebtedness due	All indebtedness due	All indebtedness due
	and owing to Bank C	and owing to Bank C	and owing to Bank C	and owing to Bank C	and owing to Bank C
	pursuant to any loan	pursuant to any loan	pursuant to any loan	pursuant to any loan	pursuant to any loan
	agreements or other	agreements or other	agreements or other	agreements or other	agreements or other
	documents signed	documents signed	documents signed	documents signed	documents signed
	by the Supplier	by the Supplier	by the Supplier	by the Supplier	by the Supplier
	between 26/11/2010	between 15/12/2011	between 26/12/2012	between 1/1/2014	between 1/1/2015
	to 26/11/2011 and	to 8/12/2012 and	to 13/12/2013 and	to 16/12/2014 and	to 16/4/2015 and
	up to a maximum	up to a maximum	up to a maximum	up to a maximum	up to a maximum
	guaranteed amount	guaranteed amount	guaranteed amount	guaranteed amount	guaranteed amount
	of RMB3 billion.	of RMB3 billion.	of RMB3 billion.	of RMB2.5 billion.	of RMB2.5 billion.
Principal amount	Nil	Nil	Nil	RMB1.96 billion	RMB530 million
outstanding as of
the date of this
announcement
date of expiry of the	Two years from	Two years from	Two years from	Two years from	Two years from
guarantee	26/11/2011,	8/12/2012, i.e.	13/12/2013, i.e.	16/12/2014, i.e.	16/4/2015, i.e.
	i.e.26/11/2013	8/12/2014	13/12/2015	16/12/2016	16/4/2017

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The Supplier is beneficially majority-owned by the Labour Union, being the labour union of the PRC employees of the GBT Group and the Group.

The principal business of the Supplier is the purchase of corn kernels from local farmers in Changchun and other areas of Jilin province and their resale to end users in the north-east provinces of the PRC, including the GBT Group and the Group. The Supplier is separately managed from the GBT Group and the Group.

From the date of the first entering into of the Supplier Guarantees to the date of this announcement, none of the Directors nor their respective close associates held any interest in the Supplier (excluding interests held by any person who is or was a member of the Labour Union, since the interests of each of the more than 5,000 individual members of the Labour Union are identical and do not differ from member to member), and none of the Supplier nor its close associates held any interest in the Company. Two of the directors of the Supplier are also directors of certain PRC subsidiaries of GBT. They were appointed directors of the Supplier solely in their capacity as members of the Labour Union and their interests in the Labour Union do not differ from those of other members. Accordingly, to the best of the knowledge, information and belief of the Directors having made all reasonable enquiries, the Supplier and its ultimate beneficial owners are third parties independent of the Company and its connected persons.

To the best of the knowledge, information and belief of the Directors having made all reasonable enquiries, Bank C and its ultimate beneficial owners are third parties independent of the Company and its connected persons. Bank C is a stock exchange listed State majorityowned joint stock company principally engaged in the provision of banking services.

Changchun Dihao and Changchun Jincheng did not receive any fee or commission for entering into the Supplier Guarantees.

listing rules implications

As the applicable percentage ratios in respect of each of the Supplier Guarantees exceeded 25%, the Supplier Guarantees constituted a major transaction of the Company and is therefore subject to the notification, announcement and shareholders’ approval requirements under the Listing Rules.

In addition, as the provision of guarantee under the Supplier Guarantees constituted an advance to an entity under Rule 13.13 of the Listing Rules, and since the assets ratio of the guarantee provided by the Group was more than 8%, the Company was under a general disclosure obligation to disclose such financial assistance under Rules 13.13 of the Listing Rules and to comply with Rule 13.14 of the Listing Rules when there occurred a 3% or more increase in the assets ratio. The Company was also under a continuing disclosure requirement under Rule 13.20 of the Listing Rules to disclose the Supplier Guarantees in its interim reports and annual reports during the relevant periods when the Supplier Guarantees were in effect as disclosed in the table above.

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As such, the failure by the Company to comply with the above requirements constituted noncompliance with Rules 13.13, 13.14, 13.20 and Chapters 14 of the Listing Rules.

reason for entering into of the Supplier Guarantees

The Supplier was first incorporated in 2003 and has for some years been one of the main suppliers of the Group. For the five years ended 31 December 2014, the Group made purchases of corn kernels in the amount of approximately RMB849 million, RMB922 million, RMB884 million, RMB1,045 million, and RMB198 million, respectively.

The Board was not aware of the Supplier Guarantees until recently during the preparation of the Group’s consolidated financial statements for the year ended 31 December 2014. Based on inquiries made by the management of the Company, the first Supplier Guarantee was entered into in 2010 for the purposes of saving financing costs under a programme devised by GBT’s PRC management as the Supplier was the largest supplier of the GBT Group (including the Group).

As part of its function, the Supplier had to buy corn kernels from local farmers primarily in cash, store them and sell them to users or the local government as strategic reserves. Because the GBT Group was the Supplier’s major customer, the Supplier had to utilise large cash resources and/or drawdown significant loan facilities to buy corn kernels for resale to the GBT Group (including the Group) regularly.

In response to requests by the Supplier to shorten credit periods in 2010, the GBT Group’s PRC management, who were expecting to incur additional financing costs if the credit periods were so shortened, sought to minimise such costs by offering the Supplier Guarantees to the Supplier’s bank lenders.

The Supplier was also a direct major supplier to the Group, though to a lesser value. In addition, since some of the corn kernels of the Supplier bought by the GBT Group were used to produce starch supplied to the Group, the Supplier was also an indirect supplier of corn starch to the Group. On this basis, Changchun Dihao and Changchun Jincheng also entered into some of the Supplier Guarantees.

Although the Supplier Guarantees, as third party security, were required under internal control procedures to be approved by the Board, the signatories of the Supplier Guarantees misunderstood the effect of the overall arrangements and the internal requirements. Consequently, the Supplier Guarantees were not reported under the internal control procedures, and were only discovered during the course of the preparation of the financial statements of the Company for the year ended 31 December 2014.

The Supplier has been requested by the Company and has agreed not to make any further drawings under the credit facilities guaranteed by the Supplier Guarantees in excess of the total principal amount currently drawndown, i.e., RMB2.49 billion.

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The Group has also reached an agreement with the Labour Union that the Labour Union shall use its best endeavours to negotiate with Bank C for the release of the Supplier Guarantees in exchange for other forms of security to be provided by the Labour Union.

Financial impact to the Group

For the reasons stated in the Company’s announcement (dated 31 March 2015) of final results of the Group for the year ended 31 December 2014, and in view of the information disclosed above, the Directors considered that the Group will be able to continue to carry on business in the foreseeable future despite the Supplier Guarantees.

(3) remedial aCtionS taKen and to be taKen

In order to avoid recurrence of the incidents mentioned above and to ensure proper compliance with the Listing Rules in the future, the following remedial measures have been or will be taken by the Group:

• (1) with immediate effect, all loan, guarantee and security documents to which any member of the Group is expressed as a party are required to be approved by the Board before they may be entered into and a notice regarding the approval procedure will be circulated to all senior management, accounting and financial personnel of the Group (including the legal representatives and directors of all PRC subsidiaries) and a monthly checklist is required to be completed by the relevant handling staff to ensure compliance with the relevant procedures;

• (2) the management will continue to ensure complete separation and independence of management in the PRC subsidiaries of the Company from that of the GBT Group. With immediate effect, the finance managers of all PRC subsidiaries of the Company will be under direct supervision of the Head of Finance of the Group in the PRC, who reports directly to the financial controller of the Company in Hong Kong. Financial chops will be under the custody of finance manager and approval should be sought from the Head of Finance of the Group in the PRC for usage of the chop;

• (3) the Company will appoint a firm of independent professionals to identify the possible weaknesses in its internal procedural control system that may have led to Mortgage A and Mortgage B and the Supplier Guarantees not having been brought to the attention of nor approved by the Company and recommend on any corrective or enhancement procedures required;

• (4) the Company will make the disclosures in its interim and/or annual report as and to the extent required under Rule 13.20 of the Listing Rules in relation to the Supplier Guarantees and Rule 13.22 and Chapter 14A of the Listing Rules in relation to Mortgage A and Mortgage B;

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• (5) training will be provided to the relevant handling staff (including the legal representatives and directors of all PRC subsidiaries) in relation to the requirements under the Listing Rules, particularly those concerning notificable transactions and the provision of financial assistance;

• (6) disciplinary actions against those involved in the branches of procedures; and

• (7) the Company will seek legal advice from time to time as and when necessary.

(4) SUSPenSion and reloCation oF ProdUCtion oPerationS at lUYUan diStriCt, CHanGCHUn

In view of the current market conditions, the Group will be taking the opportunity to relocate its production facilities for downstream products in Luyuan District in Changchun to its Xinglongshan site. Coupled with the temporary halt of production of upstream products in Luyuan District as announced on 31 March 2014, the Group would not be manufacturing any products at its production facilities in Luyuan District until it has completed relocation of its production facilities to Xinglongshan and market conditions improve. Its operations at Shanghai and Jinzhou will, however, continue.

Pending the resumption of production at Xinglongshan, the Group will, if necessary, source corn starch externally from either independent third parties or the GBT Group pursuant to the corn starch master purchase agreement entered into between the Group and the GBT Group on 30 August 2012.

(5) PoSSible diSPoSal oF landS and bUildinGS bY tHe GroUP

The Group are owners of the Subject Tract with a total site area of some 256,754 sq. m. and buildings erected thereon with total gross floor area of about 112,528 sq.m.. The lands (with the buildings thereon) on the Subject Tract are owned by different members of the Group.

The owners of the Subject Tract (as well as the GBT Group and Dacheng Bio-feed as owners of adjacent land plots) are in advance negotiations with Changchun Land Reserve Centre for a resumption of the Subject Tract. A preliminary valuation of the Subject Tract indicates that it has a valuation of some RMB500 million. Based on the book values attributable to the lands and buildings comprised in the Subject Tract as at 31 December 2014, a resumption of land will constitute notifiable transactions of the Company under Chapter 14 of the Listing Rules. If these transactions proceed, further announcement(s) will be made by the Company. It should however be noted that there is no binding agreement for a resumption of the all or any part of the Subject Tract, or when such agreement may be entered into, or the amount of compensation payable.

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deFinitionS

Unless the context otherwise requires, the following terms shall have the meanings set out below:

• “associates” have the same meaning as ascribed to it under the Listing Rules “Board” the board of Directors “Changchun Baocheng” 長春寶成生化發展有限公司 (Changchun Baocheng Bio-chem Development Co., Ltd.), a sino-foreign enterprise established in the PRC and an indirect wholly owned subsidiary of GBT

• “Changchun Dacheng 長春大成生物科技開發有限公司 (Changchun Dacheng Bio-tech Bio-tech” Development Co., Ltd.), a sino-foreign enterprise established in the PRC and an indirect wholly owned subsidiary of GBT

• “Changchun Dahe” 長春大合生物技術開發有限公司 (Changchun Dahe Bio Technology Development Co., Ltd.), a wholly foreign owned enterprise established in the PRC and an indirect wholly owned subsidiary of GBT

• “Changchun Dihao” 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 and an indirect wholly owned subsidiary of the Company

• “Changchun Jincheng” 長春金成玉米開發有限公司 (Changchun Jincheng Corn Development Co., Ltd.), a sino-foreign enterprise established in the PRC, which was an indirect wholly owned subsidiary of GBT before 17 November 2011 and an indirect wholly owned subsidiary of the Company after 17 November 2011

• “close associates” shall have the same meaning as ascribed to it under the Listing Rules

• “Company” Global Sweeteners Holdings Limited, a company incorporated in the Cayman Islands and the issued shares of which are listed on the Stock Exchange

• “Dacheng Bio-feed” 長春大成生化飼料開發有限公司 (Changchun Dacheng Bio-feed Development Co., Ltd.), a sino-foreign enterprise established in the PRC which is beneficially owned by the Labour Union as to approximately 96.93% and an Independent Third Party as to approximately 3.07%

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“Dacheng Industrial”

長春大成實業集團有限公司 (Changchun Dacheng Industrial Group Co., Ltd.), a wholly foreign owned enterprise established in the PRC and an indirect wholly owned subsidiary of GBT

• “Dacheng Special Corn” 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 sinoforeign 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 and an indirect wholly owned subsidiary of the Company

• “Directors” the directors of the Company “GBT” Global Bio-chem Technology Group Company Limited, a company incorporated in the Cayman Islands and the issued shares of which are listed on the Stock Exchange

• “GBT Group” GBT and its subsidiaries which, for the purpose of this announcement, excludes the Group

• “Group” the Company and its subsidiaries

• “HK$” Hong Kong dollars, the lawful currency of Hong Kong

• “Hong Kong” the Hong Kong Special Administrative Region of the PRC

• “Independent Third Party” a person or an entity which, to the best of the Directors’ knowledge, information and belief having made all reasonable enquiry, it and its ultimate beneficial owners (in the case of an entity) are third parties independent of the Company and its connected persons

• “Labour Union” the labour union of the PRC employees of the GBT Group and the Group

• “Listing Rules” Rules Governing the Listing of Securities on the Stock Exchange “Mortgage A” the mortgage dated 11 December 2014 executed by, among others, Changchun Dihao in favour of Bank A

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“Mortgage B” the mortgage executed by Changchun Dihao and Dihao Crystal Sugar in February 2015 in favour of Bank B

“PRC” People’s Republic of China, excluding the Macau Special Administrative Region of the PRC, Hong Kong and Taiwan “RMB” Renminbi, the lawful currency in the PRC

• “sq. m.” square meter(s)

• “Stock Exchange” The Stock Exchange of Hong Kong Limited

• “Supplier” 長春大金倉玉米收儲有限公司 (Changchun Dajincang Corn Procurement Co., Ltd.), a sino-foreign enterprise established in the PRC which is beneficially owned by the Labour Union as to approximately 88.46% and an Independent Third Party as to approximately 11.54%

• “Supplier Guarantees” the various guarantees executed between November 2010 to March 2015 by Changchun Dihao and/or Changchun Jincheng for the benefit of the Supplier

By order of the Board

Global Sweeteners Holdings limited Kong Zhanpeng Chairman and Chief Executive Officer

Hong Kong, 31 March 2015

As at the date of this announcement, the Board comprises four executive Directors, namely Mr. Kong Zhanpeng, Mr. Lee Chi Yung, Ms. Wang Guifeng and Mr. Nie Zhiguo; and three independent nonexecutive Directors, namely Mr. Chan Yuk Tong, Mr. Ho Lic Ki and Mr. Lo Kwing Yu.

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