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 BIO-CHEM TECHNOLOGY

GROUP COMPANY LIMITED ɽϓ͛ʷ߅ҦණྠϞࠢʮ̡ *

(incorporated in the Cayman Islands with limited liability)

(Stock Code: 00809)

GLOBAL SWEETENERS

HOLDINGS LIMITED ɽϓጟุછٰϞࠢʮ̡ *

(incorporated in the Cayman Islands with limited liability)

(Stock Code: 03889)

JOINT ANNOUNCEMENTUPDATE ON THE STATUS OF THE GROUPS' DEBT RESTRUCTURING

AND

REMOVAL OF DISCLAIMER OPINION IN RELATION TO THE FINANCIAL

GUARANTEE CONTRACTS IN THE FINANCIAL STATEMENTS

FOR THE YEAR ENDING 31 DECEMBER 2021

This announcement is made by Global Bio-chem Technology Group Company Limited ("GBT", together with its subsidiaries but excluding the GSH Group, the "GBT Group") and Global Sweeteners Holdings Limited ("GSH", together with its subsidiaries, the "GSH Group", together with the GBT Group, the "Groups") pursuant to Rule 13.09 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited and the Inside Information Provisions under Part XIVA of the Securities and Futures Ordinance (Cap. 571 of the Laws of Hong Kong).

REPURCHASE OF THE TRANSFERRED LOANS AND GUARANTEE

Reference is made to (i) the joint announcement of GBT and GSH dated 25 February 2020 in relation to, among others, the transfer of the Groups' outstanding debts and guaranteed liability in the aggregate outstanding principal amount of approximately RMB4,016.5 million and outstanding interest (the "Transferred Loans and Guarantee") by the then creditors to ʕ਷ڦ༺༟ପ၍ଣٰ

΅Ϟࠢʮ̡Λ؍޲ʱʮ̡ (Jilin Branch of China Cinda Asset Management Co., Ltd.*) ("China

Cinda"); and (ii) the joint announcement of GBT and GSH dated 18 January 2021 in relation to the transfer of the Transferred Loans and Guarantee by China Cinda to ڗ݆ᆗᅃҳ༟ණྠϞࠢʮ̡

(Changchun Rudder Investment Group Co., Ltd.*) ("Changchun Rudder"), a company controlled by ڗ݆̹ɛ͏ִ݁ (The Changchun Municipal Government*).

The board of directors of GBT (the "GBT Board") and the board of directors of GSH (the "GSH Board") are pleased to announce that, on 26 March 2021, the GBT Group and the GSH Group have entered into the following repurchase agreements (collectively, the "Group Repurchase Agreements") with Changchun Rudder to purchase their respective outstanding loans as set out below:

  • (1) ڗ݆ɽΥ͛يҦஔක೯Ϟࠢʮ̡ (Changchun Dahe Bio Technology Development Co., Ltd.*) and ڗ݆ɽϓ͛ي߅Ҧක೯Ϟࠢʮ̡ (Changchun Dacheng Bio-Tech Development Co., Ltd.*), each a wholly-owned subsidiary of GBT, shall purchase debt owed by them to Changchun Rudder in the aggregate principal amount of RMB1,287.9 million as at the date of this announcement with outstanding interest (the "GBT Indebtedness") at the consideration of RMB701,490,000; and

  • (2) ڗ݆܎Ⴔ࠮ۜ೯࢝Ϟࠢʮ̡ (Changchun Dihao Foodstuff Development Co., Ltd.*) ("Dihao Foodstuff"), a wholly-owned subsidiary of GSH, shall purchase debt owed by it to Changchun Rudder in the aggregate principal amount of RMB198.6 million as at the date of this announcement with outstanding interest (the "GSH Indebtedness") at the consideration of RMB113,510,000.

The considerations for the repurchases of the GBT Indebtedness and the GSH Indebtedness will be financed by the compensation to be received by the Groups from the resumption of their properties located in Luyuan District of Changchun City by the ڗ݆̹ၠ෤ਜɛ͏ִ݁ (The People's

Government of Luyuan District of Changchun City*) (the "Luyaun Government"). As a condition of the Group Repurchase Agreements, amongst others, the GBT Group and the GSH Group have entered into property pledge contracts (the "Property Pledge Contracts") on 26 March 2021 in favour of the Changchun Rudder to pledge certain properties as security for their respective payment obligations under the Group Repurchase Agreements as follows:

  • (1) ڗ݆ɽϓྼุණྠϞࠢʮ̡ (Changchun Dacheng Industrial Group Co., Ltd.*), ڗ݆ɽϓ त͗͜Ϸᜊ׌ዠ४ක೯Ϟࠢʮ̡ (Changchun Dacheng Special Corn & Modified Starch Development Co., Ltd.*) and ڗ݆ᘒϓ͛ʷ೯࢝Ϟࠢʮ̡ (Changchun Baocheng Bio-chem Development Co., Ltd.*), each a wholly-owned subsidiary of GBT, shall pledge certain properties located at Luyuan District of Changchun City, with a total site area of approximately 374,000 square metres, in favour of Changchun Rudder as collateral for the payment of the consideration for the repurchase of the GBT Indebtedness; and

  • (2) ڗ݆܎Ⴔഐ౺ጟක೯ྼุϞࠢʮ̡ (Changchun Dihao Crystallised Glucose Development Industrial Co., Ltd.*) and Dihao Foodstuff, each a wholly-owned subsidiary of GSH, shall pledge certain properties located at Luyuan District of Changchun City, with a total site area of approximately 108,000 square metres, in favour of Changchun Rudder as collateral for the payment of the consideration for the repurchase of the GSH Indebtedness.

The property pledges provided under the Property Pledge Contracts are provided for the obligations of the GBT Group and the GSH Group under the respective Group Repurchase Agreements. The GBT Group and the GSH Group are not jointly and severally responsible for each other's obligations under the respective Group Repurchase Agreements.

The GBT Board and the GSH Board wish to further announce that the Groups have been notified by Changchun Rudder that each of ڗ݆ɽږࡑ͗ϷϗᎷϞࠢʮ̡ (Changchun Dajincang Corn Procurement Co., Ltd.*) ("Dajincang") and an associated company of GBT has also entered into a repurchase agreement (the "Other Repurchase Agreements" and each, an "Other Repurchase Agreement") with Changchun Rudder to purchase their respective outstanding debts which included the debt owed by Dajincang to Changchun Rudder in an aggregate principal amount of RMB2.49 billion with outstanding interest and the debt owed by GBT's associated company to Changchun Rudder in an aggregate principal amount of RMB40.0 million with outstanding interest. GBT and GSH will not be responsible for the financing of the consideration payable and the payment obligations under the Other Repurchase Agreements.

The completion of the Group Repurchase Agreements and the Other Repurchase Agreements shall be the date of registration of the separate pledges provided to Changchun Rudder or any other date as shall be agreed amongst the parties. However, in the case that the registration of such pledges is not completed on or before 31 March 2021, Changchun Rudder has the right to unilaterally terminate the Group Repurchase Agreements and the Other Repurchase Agreements.

Upon the completion of the Group Repurchase Agreements and the Other Repurchase Agreements, the Transferred Loans and Guarantee will be discharged under the applicable laws in the People's Republic of China as the debtor and creditor will be the same entity.

POSSIBLE FINANCIAL EFFECT OF THE REPURCHASE OF THE TRANSFERRED LOANS

As a result of completion of the Group Repurchase Agreements and the discharge of the GBT Indebtedness and the GSH Indebtedness as set out above, the GBT Board and the GSH Board expect that the GBT Group and the GSH Group will record unaudited estimated gains of approximately HK$815.3 million and approximately HK$119.7 million, respectively (before deducting relevant expenses and income tax), being the difference between the considerations payable by the GBT Group and the GSH Group in the amount of RMB701,490,000 and RMB113,510,000 respectively, and the amount of the GBT Indebtedness and the GSH Indebtedness. Such calculations are only estimates provided for illustrative purposes and the net financial gain for accounting purposes will be subject to application of accounting rules and review by the auditors of GBT and GSH (the "Auditors").

REMOVAL OF DISCLAIMER OPINION IN RELATION TO FINANCIAL GUARANTEE CONTRACTS

The Auditors have confirmed that once the financial guarantees (the "Financial Guarantee Contracts") provided by certain subsidiaries of the Groups to secure indebtedness owed by Dajincang are discharged upon completion of the Other Repurchase Agreement entered into between Dajincang and Changchun Rudder in 2021, there will not be any disclaimer opinion in relation to the Financial Guarantee Contracts in the financial statements of GBT and GSH for the year ending 31 December 2021. However, the Auditors are currently unable to determine whether any adjustments in respect of the Financial Guarantee Contracts as at 31 December 2020 are necessary, which may, if such adjustments are made, have significant impact on the financial position of GBT and GSH as at 31 December 2020, and on the financial performance and the elements making up the respective consolidated statements of cash flows of GBT and GSH for the year ending 31 December 2021.

NEXT STEP OF THE GROUPS' DEBT RESTRUCTURING

The Groups will endeavour to facilitate the implementation of the debt restructuring by entering into similar repurchase agreements for the Transferred Loans and Guarantee for other outstanding debts entered between the Groups and other major lending bank(s), including, the loans transferred to China Cinda by (i) ʕ਷ุ༵ვБٰ΅Ϟࠢʮ̡Λ؍޲ʱБ (Jilin Branch of Agricultural Bank of China Co., Ltd.*) in an aggregate outstanding principal amount of approximately RMB1,400.0 million and outstanding interest; and (ii) ʕ਷ܔணვБٰ΅Ϟࠢʮ̡Λ؍޲ʱБ (Jilin Branch of China Construction Bank Corporation*) in an aggregate outstanding principal amount of approximately RMB1,983.5 million and outstanding interest, as disclosed in the joint announcement of GBT and GSH dated 23 December 2020. It is currently expected that the repurchase of other major outstanding debts of the Groups will be completed by the end of 2021, pending the internal approval from the respective creditors and relevant local government authorities.

GBT and GSH will make further announcement(s) in relation to any progress or details of the debt restructuring involving the GBT Group and the GSH Group as and when appropriate.

Shareholders and potential investors of GBT and GSH are advised to exercise caution when dealing in the shares of GBT and GSH.

By order of the GBT Board

By order of the GSH Board

Global Bio-chem Technology Group

Global Sweeteners Holdings Limited

Company Limited

Zhang Zihua

Zhang Zihua

Acting Chairman

Acting Chairman

Hong Kong, 26 March 2021

As at the date of this announcement, the GBT Board comprises two executive directors, namely, Mr. Zhang Zihua and Mr. Liu Shuhang; one non-executive director, namely Mr. Gao Dongsheng and three independent non-executive directors, namely, Ms. Dong Hongxia, Mr. Ng Kwok Pong and Mr. Yeung Kit Lam.

As at the date of this announcement, the GSH Board comprises two executive directors, namely, Mr. Zhang Zihua and Mr. Tai Shubin; and three independent non-executive directors, namely, Mr. Fan Yeran, Mr. Fong Wai Ho and Mr. Lo Kwing Yu.

*for identification purposes only

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Global Bio-Chem Technology Group Co. Ltd. published this content on 26 March 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 26 March 2021 10:28:04 UTC.