Global Bio chem Technology : Announcements and Notices - Joint Announcement Termination of (i) Disposal of Lands and Buildings in Changchun (ii) Disposal of Accounts Receivables, Inventories and tools

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

大成生化科技集團有限公司 *

(incorporated in the Cayman Islands with limited liability)

大成糖業控股有限公司 *

(incorporated in the Cayman Islands with limited liability)

1. DISPOSAL OF LANDS AND BUILDINGS IN CHANGCHUN
2. DISPOSAL OF ACCOUNTS RECEIVABLES, INVENTORIES AND TOOLS

This announcement is made pursuant to Rule 14.36 of the Listing Rules.

Reference is made to the joint announcement (the "Announcement") of GBT and GSH dated 14 April 2016 and the circulars of GBT and GSH dated 3 June 2016 in respect of the very substantial disposal transactions (the "Transaction") for the disposal of lands and buildings in Changchun and disposal of accounts receivables, inventories and tools. Terms defined in the Announcement shall, unless the context otherwise requires, have the same meaning herein.

The GBT Board and the GSH Board hereby announce that on 2 March 2017, the respective parties to the Property Disposal Agreements and the Asset Disposal Agreements entered into termination agreements (the "Termination Agreements") to terminate the Property Disposal Agreements and the Asset Disposal Agreements.

Pursuant to the Termination Agreements, the Property Disposal Agreements and the Asset Disposal Agreements were terminated with effect from 2 March 2017 and the rights and obligations of the respective parties under the Property Disposal Agreements and the Asset Disposal Agreements were mutually released.

* for identification purposes only

Following the approval of the Transaction by the GBT Shareholders and GSH Shareholders at the GBT EGM and GSH EGM, the relevant members of the GBT Group and GSH Group have been actively working with the Purchaser in relation to the fulfillment of the conditions precedent and completion arrangement of the Transaction.

However, notwithstanding the effort made by the GBT Group and GSH Group, certain conditions precedent as contemplated under the Property Disposal Agreements are yet to be fulfilled. In December 2016, the Purchaser proposed to terminate the Property Disposal Agreements based on the alleged non-fulfillment of conditions precedent. On the other hand, although all conditions precedent under the Asset Disposal Agreements have been fulfilled and the completion of the Asset Disposal Agreements are not conditional upon the completion of the Property Disposal Agreements, the Purchaser also proposed to terminate the Asset Disposal Agreements.

The GBT Group and the GSH Group have sought PRC legal advice of their rights under the Property Disposal Agreements and the Asset Disposal Agreements and were advised that if the GBT Group and the GSH Group initiate legal proceedings against the Purchaser, such proceedings will be time- consuming, costly and the Relevant Properties may be subject to seizure by the court during the legal proceedings. Having considered the uncertainties involved during the legal proceedings and the financial conditions of the GBT Group and the GSH Group, the GBT Board and the GSH Board consider that it is in the economic interest of the GBT Group and the GSH Group to focus their resources on their business and operation rather than incurring time and costs in legal proceedings and that an early termination of the Property Disposal Agreements and the Asset Disposal Agreements would also enable the GBT Group and GSH Group to explore other means to dispose of the Relevant Properties and the Relevant Assets as early as possible, therefore, the relevant members of the GBT Group and the GSH Group have agreed to terminate the Property Disposal Agreements and the Asset Disposal Agreements.

The aggregate book value of the First Relevant Properties and the First Relevant Assets amounted to approximately HK$1,623.4 million as at 30 June 2016, while the aggregate book value of the Second Relevant Properties and the Second Relevant Assets amounted to approximately HK$549.4 million as at 30 June 2016. The Relevant Properties were classified as current assets under non-current assets held for sale in the consolidated statements of financial position of GBT and GSH as at 31 December 2015 and 30 June 2016. Since the criteria for classifying as assets held for sale are no longer met, the Relevant Properties will be re-classified as non-current assets, and additional depreciation and amortisation in respect of the First Relevant Properties and the Second Relevant Properties amounting to approximately HK$37.3 million and HK$12.1 million respectively, based on the unaudited management financial statements for the year ended 31 December 2016, will be provided for. The GBT Group and the GSH Group are in the process of carrying out an internal assessment on the recoverable amount of the Relevant Properties and the recoverability of the Relevant Assets. If there is any indication of impairment of the carrying value of the Relevant Properties and/or the Relevant Assets, the GBT Group and/or the GSH Group will make such impairment as appropriate. Further announcement(s) will be made by GBT and/or GSH if there is any major update(s) of the financial position of the GBT Group and/or the GSH Group.

The GBT Board considers that the terms of the Termination Agreements are fair and reasonable and in the interests of the GBT Shareholders as a whole.

The GSH Board considers that the terms of the Termination Agreements in respect of the Second Property Disposal Agreement and the Second Asset Disposal Agreement are fair and reasonable and in the interests of the GSH Shareholders as a whole.

By order of the GBT Board

Company Secretary

By order of the GSH Board

Company Secretary

Hong Kong, 2 March 2017

As at the date of this joint announcement, the GBT Board comprises three executive directors, namely, Ms. Wang Qiu, Mr. Wang Jian and Mr. Li Shuguang; two non-executive directors, namely, Mr. Qiu Zhuang and Mr. Xing Lizhu; and three independent non-executive directors, namely, Mr. Ng Kwok Pong, Mr. Yeung Kit Lam and Ms. Chiu Lai Ling Shirley.

As at the date of this joint announcement, the GSH Board comprises two executive directors, namely Mr. Wang Jian and Mr. Kong Zhanpeng; two non-executive directors, namely Mr. Fu Qiang and Ms. Zhang Yaohui; and three independent non-executive directors, namely Mr. Ho Lic Ki, Mr. Lo Kwing Yu and Mr. Yuen Tsz Chun.