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

Global Sweeteners

Group Company Limited

Holdings Limited

大 成 生 化 科 技 集 團 有 限 公 司 *

大 成 糖 業 控 股 有 限 公 司 *

(Incorporated in the Cayman Islands with limited liability)

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 00809)

(Stock Code: 03889)

JOINT ANNOUNCEMENT

      1. BREACH OF LOAN AGREEMENTS
    1. UPDATE ON THE STATUS OF THE DEBT RESTRUCTURING PROPOSAL
  1. BREACH OF LOAN AGREEMENTS
    The GBT Board and the GSH Board wish to announce that:
    1. The GBT Group has defaulted in the repayment of the certain loans and the aggregate outstanding principal amount under such loans (not including the GSH Group) is approximately RMB3.7 billion with outstanding interest amounting to approximately RMB165.5 million as at the date of this announcement. The maximum liability guaranteed by the GBT Group is approximately RMB3.9 billion, being the principal amount, together with all interests, liabilities, fees and penalty that may accrue under the loan agreements. Certain subsidiaries of the GBT Group have also provided securities to secure the loans; and
    2. The GSH Group has defaulted in the repayment of the certain loans and the aggregate outstanding principal amount under such loans is approximately RMB198.6 million with outstanding interest amounting to approximately RMB9.1 million as at the date of this announcement. The maximum liability guaranteed by GBT is RMB199.0 million, being the principal amount, together with all interests, liabilities, fees and penalty that may accrue under the loan agreements.

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Further, Dajincang has defaulted in the repayment of loans with aggregate outstanding principal amount of RMB2.49 billion and outstanding interest amounting to approximately RMB95.3 million as at the date of this announcement. Certain subsidiaries of the GBT Group and the GSH Group have provided guarantees to Weifeng BOC to secure the obligations of Dajincang under the relevant loan agreements.

  1. UPDATE ON THE STATUS OF THE DEBT RESTRUCTURING PROPOSAL
    In mid-February 2020, GBT and GSH have been notified by BOC Jilin Branch that it has entered into a transfer agreement with the New Creditor, pursuant to which BOC Jilin Branch has agreed to sell to the New Creditor, and the New Creditor agreed to purchase, all of its rights and benefits of the loans with aggregate outstanding principal amount of approximately RMB4,016.5 million at a consideration of approximately RMB815.7 million. As a common understanding amongst the parties involved in the discussion in relation to the Further Revised Debt Equity Swap Proposal, the outstanding debts should be reclassified as non-performing assets of the lending banks to enable them to sell such debts to certain assets management companies at a relatively sharp discount as the first step of the debt restructuring plan. As such, the Groups have not been renewing the bank borrowings with their respective banks mentioned in (1) of this announcement. The default in the repayment of the loans as mentioned in (1) of this announcement was intended to push forward the execution of the debt restructuring.
    After the completion of the transfer of the Transferred Loans, the management of the Groups will continue their discussion on the next step of the debt restructuring with the New Creditor, including but not limited to repurchase of the Transferred Loans and debt to equity swap with the aim to achieve debt restructuring and the significant improvement of the financial position of the Groups.

GBT and GSH will make further announcement(s) in relation to any progress or details of the proposed 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.

This announcement is made by Global Bio-chem Technology Group Company Limited ("GBT", together with its subsidiaries, the "GBT Group") and Global Sweeteners Holdings Limited ("GSH", together with its subsidiaries, the "GSH Group") (together, the "Groups") pursuant to Rule 13.19 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Listing Rules") and the Inside Information Provisions under Part XIVA of the Securities and Futures Ordinance (Cap. 571 of the Laws of Hong Kong).

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  1. BREACH OF LOAN AGREEMENTS
    The respective boards of directors of GBT (the "GBT Board") and GSH (the "GSH Board") wish to announce that:
    1. the fixed-term loan under a loan agreement entered into between 長春大合生物技術開 發有限公司(Changchun Dahe Bio Technology Development Co., Ltd.*) ("Changchun Dahe"), which is an indirect wholly-owned subsidiary of GBT, and 中國銀行股份有 限公司長春偉峰國際支行 (Bank of China Changchun Weifeng International Branch*) ("Weifeng BOC") has fallen due and become immediately payable. Changchun Dahe has defaulted in the repayment of the loan and the outstanding principal amount under such loan agreement is approximately RMB1.1 billion with outstanding interest amounting to approximately RMB47.5 million as at the date of this announcement. The maximum liability guaranteed by GBT is RMB1.1 billion, being the principal amount, together with all interests, liabilities, fees and penalty that may accrue under the loan agreement. Changchun Dahe has also provided securities to secure the loan;
    2. the fixed-term loans under several loan agreements entered into between Changchun Dahe and 中國進出口銀行吉林省分行 (Jilin Branch of The Export-Import Bank of China*) ("Jilin Branch Export-ImportBank") have fallen due and become immediately payable. Changchun Dahe has defaulted in the repayment of such loans and the aggregate outstanding principal amount under such loan agreements is RMB648.0 million with outstanding interest amounting to approximately RMB22.1 million as at the date of this announcement. The maximum liability guaranteed by GBT is RMB648.0 million, being the principal amount, together with all interests, liabilities, fees and penalty that may accrue under the loan agreements. Changchun Dahe and one of the subsidiaries of GBT have also provided securities to secure the loans;
    3. the fixed-term loan under a loan agreement entered into between 長春大成生物科技開發有 限公司 (Changchun Dacheng Bio-Tech Development Co., Ltd.*) ("Dacheng Bio-Tech"), which is an indirect wholly-owned subsidiary of GBT, and Weifeng BOC has fallen due and become immediately payable. Dacheng Bio-Tech has defaulted in the repayment of the loan and the outstanding principal amount under such loan agreement is RMB199.5 million with outstanding interest amounting to approximately RMB9.1 million as at the date of this announcement. The maximum liability guaranteed by Changchun Dahe is RMB199.5 million, being the principal amount, together with all interests, liabilities, fees and penalty that may accrue under the loan agreement;
    4. the fixed-term loan under a syndicated loan agreement entered into between Dacheng Bio-Tech,中國建設銀行股份有限公司吉林省分行 (Jilin Branch of China Construction Bank*) ("Jilin Branch CCB"), 中國建設銀行股份有限公司長春西安大路支行 (China Construction Bank Changchun Xian Road Branch*) ("Changchun CCB") and 中國進出口 銀行 (The Export-Import Bank of China*) ("Export-ImportBank") have fallen due and become immediately payable. Dacheng Bio-Tech has defaulted in the repayment of the
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loan and the outstanding principal amount under such loan agreement is RMB1.8 billion with outstanding interest amounting to approximately RMB86.8 million as at the date of this announcement. The maximum liability guaranteed by GBT is RMB2.0 billion, being the principal amount, together with all interests, liabilities, fees and penalty that may accrue under the loan agreement. Dacheng Bio-Tech has also provided securities to secure the loan; and

  1. the fixed-term loans under several loan agreements entered into between 長春帝豪食品發 展有限公司 (Changchun Dihao Foodstuff Development Co., Ltd.*) ("Dihao Foodstuff"), which is an indirect wholly-owned subsidiary of GSH, and Weifeng BOC have fallen due and become immediately payable. Dihao Foodstuff has defaulted in the repayment of such loans and the aggregate outstanding principal amount under such loan agreements is RMB198.6 million with all outstanding interests of approximately RMB9.1 million as at the date of this announcement. The maximum liability guaranteed by GBT is RMB199.0 million, being the principal amount, together with all interests, liabilities, fees and penalty that may accrue under the loan agreements.

Apart from the default in repayment of loans by the Groups as mentioned above, the GBT Board and the GSH Board wish to further announce that the fixed-term loans under the loan agreements entered into between 長春大金倉玉米收儲有限公司 (Changchun Dajincang Corn Procurement Co., Ltd.*) ("Dajincang") and Weifeng BOC, as disclosed in the circular of GBT and GSH dated 3 December 2018, has fallen due and become immediately payable. As a condition to such loan agreements, certain subsidiaries of the GBT Group and the GSH Group (the "Guarantor Subsidiaries") have provided guarantees to Weifeng BOC to secure the obligations of Dajincang under such loan agreements. Dajincang has defaulted in the repayment of such loan and the aggregate outstanding principal amount under such loan agreements is RMB2.49 billion with outstanding interest amounting to approximately RMB95.3 million as at the date of this announcement. The Guarantor Subsidiaries may be demanded to take up the full liability of RMB2.49 billion at any time so requested by Weifeng BOC. However, up to the date of this announcement, the Guarantor Subsidiaries have yet to receive any demand for repayment from Weifeng BOC.

Up to the date of this announcement, Changchun Dahe, Dacheng Bio-Tech and Dihao Foodstuff have yet to receive any waiver nor any demand for the immediate repayment from either Weifeng BOC, Changchun CCB, Jilin Branch CCB, Export-Import Bank, or Jilin Branch Export-Import Bank in respect of the default of repayment of loans as mentioned above.

The default in repayment of loans by the GBT Group and the GSH Group may also trigger cross default of other loan agreements entered into by the GBT Group and the GSH Group but up to the date of this announcement, neither the GBT Group nor the GSH Group has received any demand from their respective creditor banks for immediate repayment as a result of such cross default.

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  1. UPDATE ON THE STATUS OF THE DEBT restructuring proposal
    The GBT Board and the GSH Board also wish to update their respective shareholders and investors on the status of the debt restructuring.
    Reference is made to the interim reports of GBT and GSH for the six months ended 30 June 2019. After the submission of the Further Revised Debt-Equity Swap Proposal to 中國銀行股份 有限公司吉林省分行 (Jilin Branch of Bank of China*) ("BOC Jilin Branch") and the People's Government of Jilin Province in August 2018, the lending banks of the Groups in the PRC, 林省人民政府國有資產監督管理委員會(State-Owned Assets Supervision and Administration Commission of the People's Government of Jilin Province*), 吉林省農業投資集團有限公 司 (Jilin Province Agricultural Investment Group Co., Ltd.*), the controlling shareholder

of GBT, and the management of the GBT Group and the GSH Group have been actively negotiating the details of execution of the Further Revised Debt-Equity Swap Proposal. As the debt restructuring of GBT and GSH has been a priority of the People's Government of Jilin Province, the lending banks have been actively exploring ways to lower the debt level of the Groups. It was an understanding amongst the parties that in order to restructure and lower the debts of the Groups, the outstanding debts should be reclassified as non-performing assets of the lending banks to enable them to sell such debts to certain assets management companies at a relatively sharp discount as the first step of the debt restructuring plan. As such, the Groups have not renewed the bank borrowings with their respective banks as mentioned in (1) above. The default in the repayment of the loans as mentioned in (1) above was intended to push forward the execution of the debt restructuring.

In mid-February 2020, GBT and GSH have been notified by BOC Jilin Branch that it has entered into a transfer agreement with 中國信達資產管理股份有限公司吉林省分公司 (Jilin Branch of China Cinda Asset Management Co., Ltd.*) (the "New Creditor") pursuant to which BOC Jilin Branch has agreed to sell to the New Creditor, and the New Creditor agreed to purchase, all of its rights and benefits of the loans with aggregate outstanding principal amount of approximately RMB4,016.5 million (the "Transferred Loans") at a consideration of approximately RMB815.7 million. The Transferred Loans include the loans mentioned in (i), (iii), (v) and the loan guaranteed by the Guarantor Subsidiaries as mentioned in (1) above.

After the completion of the transfer of the Transferred Loans, the management of the Groups will continue their discussion on the next step of the debt restructuring with the New Creditor, including but not limited to repurchase of the Transferred Loans and debt to equity swap with the aim to achieve debt restructuring and the significant improvement of the financial position of the Groups. However, as at the date of this announcement, no agreement has been reached between the Groups and the New Creditor. The GBT Board and the GSH Board expect that the GBT Group and the GSH Group would be able to resolve all the amounts due and owing under the Transferred Loans and the indebtedness of Dajincang by the end of the year ending 31 December 2020.

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The GBT Board and the GSH Board believe that once the Transferred Loans have been resolved by way of the debt restructuring plan as mentioned above, the other outstanding debts could be resolved under similar debt restructuring plans.

GBT and GSH will make further announcement(s) in relation to any progress or details of the proposed 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 Company Limited

Global Sweeteners Holdings Limited

Yuan Weisen

Zhang Zihua

Chairman

Acting Chairman

Hong Kong, 25 February 2020

As at the date of this announcement, the GBT Board comprises three executive Directors, namely, Mr. Yuan Weisen, Mr. Zhang Zihua and Mr. Liu Shuhang; one non-executive Director, namely, Ms. Liang Wanpeng; and three independent non-executive Directors, namely, Mr. Ng Kwok Pong, Mr. Yeung Kit Lam and Mr. Zhao Jin.

As at the date of this announcement, the GSH Board comprises one executive Director, namely, Mr. Zhang Zihua; and three independent non-executive Directors, namely, Mr. Fong Wai Ho, Mr. Lo Kwing Yu and Mr. Wen Xia.

  • for identification purposes only

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Global Sweeteners Holdings Limited published this content on 25 February 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 25 February 2020 10:58:08 UTC