GLOBAL BIO-CHEM TECHNOLOGY GROUP COMPANY LIMITED *

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1 The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this announcement, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement. This announcement appears for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for any securities. GLOBAL BIO-CHEM TECHNOLOGY GROUP COMPANY LIMITED * (incorporated in the Cayman Islands with limited liability) (Stock code: 809) POSSIBLE DISCLOSEABLE TRANSACTION AND MATERIAL DILUTION OF INTEREST IN A MAJOR SUBSIDIARY IN RELATION TO THE PROPOSED SPIN-OFF AND SEPARATE LISTING OF GLOBAL SWEETENERS HOLDINGS LIMITED ON THE MAIN BOARD OF THE STOCK EXCHANGE OF HONG KONG LIMITED The Board is pleased to announce that, on 3 April 2007, the Company made an application to the Stock Exchange for the approval of the Proposed Spin-off, and Global Sweeteners submitted an advance booking form (Form A1) to the Stock Exchange for an application for the listing of, and permission to deal in, the shares of Global Sweeteners in issue and to be issued under the Share Offer (including the shares of Global Sweeteners to be issued upon the exercise of the options that may be granted under the GS Share Option Scheme and the over-allotment option, if any) on the main board of the Stock Exchange. The Proposed Spin-off is subject to the requirements under Practice Note 15 and other relevant provisions of the Listing Rules. The Proposed Spin-off, should it materialise, will constitute a discloseable transaction for the Company under Chapter 14 of the Listing Rules. The Proposed Spin-off will also constitute a material dilution of the Company s interest in a major subsidiary under Rule 13.36(1) of the Listing Rules and will subject to approval of the Shareholders at general meeting under Practice Note 15 of the Listing Rules. Upon completion of the Proposed Spin-off, Global Sweeteners will remain a subsidiary of the Company. In addition, the GS Share Option Scheme will also require approval of the Shareholders under Chapter 17 of the Listing Rules. A circular containing, among others, further details of the Proposed Spin-off and the GS Share Option Scheme, a letter of advice from an independent financial advisor on the Proposed Spin-off as well as a notice of an extraordinary general meeting to be convened by the Company to approve the Proposed Spin-off and the GS Share Option Scheme will be dispatched to the Shareholders in due course. As of the date of this announcement, the Board has not yet finalised whether and when the Proposed Spin-off and the Share Offer will be launched. There is no assurance that the approval for the Proposed Spin-off and the listing of, and permission to deal in, the shares of Global Sweeteners in issue and to be issued under the Share Offer (including the shares of Global Sweeteners to be issued upon the exercise of the options that may be granted under the GS Share Option Scheme and the over-allotment option, if any) on the main board of the Stock Exchange will be granted. Further announcement(s) will be made by the Company in relation to the Proposed Spin-off and the Share Offer as and when appropriate. Shareholders and potential investors should note that the Proposed Spin-off is subject to, among others, the final decision of the Board and the board of directors of Global Sweeteners and the approvals from the Shareholders and the Stock Exchange, and may or may not proceed. Accordingly, Shareholders and potential investors are reminded to exercise caution when dealing in the Shares. 1

2 INTRODUCTION This announcement is made pursuant to Rule of the Listing Rules. The Board is pleased to announce that, on 3 April 2007, the Company made an application to the Stock Exchange for the approval of the Proposed Spin-off, and Global Sweeteners submitted an advance booking form (Form A1) to the Stock Exchange for an application for the listing of, and permission to deal in, the sharesofglobalsweetenersinissueandtobeissuedunder the Share Offer (including the shares of Global Sweeteners to be issued upon the exercise of the options that may be granted under the GS Share Option Scheme and the over-allotment option, if any) on the main board of the Stock Exchange. The Proposed Spin-off is subject to the requirements under Practice Note 15 and other relevant provisions of the Listing Rules. It is currently proposed that shares of Global Sweeteners will be offered to the public in Hong Kong for subscription and for placing, among others, with professional, institutional and other investors under the Share Offer. Details in respect of the Proposed Spin-off, including the size and structure of the Share Offer, the extent of the decrease in percentage shareholding of the Company in Global Sweeteners and the expected timetable, have not yet been finalised. A further announcement will be made by the Company upon finalisation of the structure of the Proposed Spin-off and the Share Offer. INFORMATION ON THE GLOBAL SWEETENERS GROUP Global Sweeteners was incorporated as an exempted company in the Cayman Islands on 13 June 2006 and is an indirect wholly-owned subsidiary of the Company. Prior to the Proposed Spin-off, a reorganisation will be carried out pursuant to which Global Sweeteners will become the immediate holding company of GSIL and its subsidiaries. The Group is principally engaged in the manufacture and sale of corn based refined products, categorised into upstream and downstream products. The Group s upstream products include corn starch, gluten meal and other corn refined products. Corn starch is then further refined into a wide range of high value-added downstream products including amino acids, corn sweeteners, modified starch and polyol chemical products. The Global Sweeteners Group, which is the subject of the Proposed Spin-off, represents the Group s corn sweeteners operating arm. The Global Sweeteners Group will comprise of certain existing subsidiaries and jointly-controlled entities of the Company which are principally engaged in the manufacture and sale of corn sweeteners. REASONS FOR AND BENEFITS OF THE PROPOSED SPIN-OFF The Board believes that the separate listing of Global Sweeteners will be beneficial to both the Company and Global Sweeteners based on the following reasons: (i) due to the difference in products of the Global Sweeteners Group and other members of the Group, the two groups of companies are believed to have different growth paths and different strategies. The Proposed Spin-off will create two groups of pure play companies so as to offer the Shareholders with an opportunity to participate in the future developments of both the Group as well as the Global Sweeteners Group and flexibility to invest in either both or only the Global Sweeteners Group; (ii) the Proposed Spin-off will enable the management team of the Group and the Global Sweeteners Group to focus on their respective core businesses of the two groups of companies, thereby enhancing the efficiency in operations and expedite their business development; 2

3 (iii) the Proposed Spin-off is expected to improve the operational and financial transparency of the Global Sweeteners Group and provide investors, the market and rating agencies with greater clarity on the businesses as well as the respective financial status of the Group and the Global Sweeteners Group, allowing it to achieve its valuation potential which will be beneficial to the Shareholders and the shareholders of Global Sweeteners Group; (iv) the Proposed Spin-off will allow a more effective and direct evaluation and reward mechanism to attract and motivate the Global Sweeteners Group s management to align their interests with the financial performance of the Global Sweeteners Group on a standalone basis; and (v) the Proposed Spin-off will provide an additional fundraising platform for the Group, and provide the Global Sweeteners Group more diversified funding sources to finance its own operations and future business expansion. Based on the above, the Board believes that the Proposed Spin-off will be beneficial to the Shareholders as the Company will be able to realise the value of its investments in Global Sweeteners Group by way of liquid securities. CONDITIONS PRECEDENT FOR THE PROPOSED SPIN-OFF The Proposed Spin-off will be conditional on, among others, the following: (i) the Shareholders passing an ordinary resolution at an extraordinary general meeting of the Company approving the implementation of the Proposed Spin-off; (ii) the Listing Committee of the Stock Exchange granting approval for the Proposed Spin-off and the listing of, and permission to deal in, the shares of Global Sweeteners in issue and to be issued under the Share Offer (including the shares of Global Sweeteners to be issued upon the exercise of the options that may be granted under the GS Share Option Scheme and the over-allotment option, if any); and (iii) the terms and structure of the Share Offer being agreed among the Company, Global Sweeteners and the underwriters to be appointed for the Share Offer. PREFERENTIAL OFFER TO SHARES IN GLOBAL SWEETENERS In accordance with the requirements of Practice Note 15 of the Listing Rules, the Board will give due and careful consideration to the interests of the Qualifying Shareholders by providing them with a preferential offer to the shares of Global Sweeteners if the Board decides to proceed with the Proposed Spin-off and the Share Offer subject to certain conditions being fulfilled. Details of the abovementioned preferential offer have not yet been finalised. Further announcement(s) will be made by the Company as and when appropriate and details of the preferential offering to be made to Qualifying Shareholders to subscribe for shares of Global Sweeteners under the Share Offer will be set out therein. POSSIBLE DISCLOSEABLE TRANSACTION, MATERIAL DILUTION OF INTEREST IN A MAJOR SUBSIDIARY AND SHAREHOLDERS APPROVAL The Proposed Spin-off, should it materialise, will constitute a discloseable transaction for the Company under Chapter 14 of the Listing Rules. The Directors also expect that the Proposed Spin-off will also constitute a material dilution of the Company s interest in a major subsidiary under Rule 13.36(1) of the Listing Rules and will be subject to approval of the Shareholders in general meeting under Practice Note 15 of the Listing Rules. Upon completion of the Proposed Spin-off and the Share Offer, Global Sweeteners will remain a subsidiary of the Company. In addition, the GS Share Option Scheme will also be subject to approval of the Shareholders under Chapter 17 of the Listing Rules. 3

4 A circular containing, among others, further details of the Proposed Spin-off and the GS Share Option Scheme, a letter of advice from an independent financial advisor on the Proposed Spin-off as well as a notice of an extraordinary general meeting to be convened by the Company to approve the Proposed Spinoff and the GS Share Option Scheme will be dispatched to the Shareholders in due course. GENERAL As of the date of this announcement, the Board has not yet finalised whether and when the Proposed Spinoff and the Share Offer will be launched. The decisions of the Board and the board of directors of Global Sweeteners to proceed with the Proposed Spin-off and the Share Offer are dependent upon, among others, market conditions during the period leading up to the proposed Share Offer. There is also no assurance that the approval for the Proposed Spin-off and the listing of, and permission to deal in, the shares of Global Sweeteners in issue and to be issued under the Share Offer (including the shares of Global Sweeteners to be issued upon the exercise of the options that may be granted under the GS Share Option Scheme and the over-allotment option, if any) on the main board of the Stock Exchange will be granted. Further announcement(s) will be made by the Company in relation to the Proposed Spin-off and the Share Offer as and when appropriate. Any decision to apply for shares of Global Sweeteners under the Share Offer should be based solely on information provided in the prospectus to be issued by Global Sweeteners in connection therewith. In connection with the Share Offer, if materialises, the price of the offer shares of Global Sweeteners may be stabilised in accordance with the Securities and Futures (Price Stabilizing) Rules (Chapter 571W of the Laws of Hong Kong). Details of any intended price stabilisation and the relevant regulations under the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) and rules made thereunder will be contained in the prospectus to be issued by Global Sweeteners in connection with the Share Offer. Shareholders and potential investors should note that the Proposed Spin-off is subject to, among others, the final decision of the Board and the board of directors of Global Sweeteners and the approvals from the Shareholders and the Stock Exchange, and may or may not proceed. Accordingly, Shareholders and potential investors are reminded to exercise caution when dealing in the Shares. As at the date of this announcement, the Board comprises four executive Directors, namely Messrs. Liu Xiaoming, Xu Zhouwen, Kong Zhanpeng and Wang Tieguang; a non-executive Director, namely Mr. Patrick E Bowe; and three independent non-executive Directors, namely Messrs. Lee Yuen Kwong, Chan Man Hon, Eric and Li Defa. DEFINITIONS Board Company Directors Global Sweeteners Global Sweeteners Group board of Directors Global Bio-chem Technology Group Company Limited, a company incorporated in the Cayman Islands with limited liability, whose shares are listed on the main board of the Stock Exchange directors of the Company Global Sweeteners Holdings Limited, a company incorporated in the Cayman Islands with limited liability on 13 June 2006, an indirect wholly-owned subsidiary of the Company Global Sweeteners, GSIL and its subsidiaries and jointly-controlled companies 4

5 Group the Company, its subsidiaries, associated companies and jointlycontrolled entities GS Share Option Scheme GSIL Hong Kong Listing Rules PRC Proposed Spin-off Qualifying Shareholder(s) Shareholder(s) Share Offer Stock Exchange the share option scheme proposed to be adopted by Global Sweeteners which will take effect subject to, among others things, the commencement of dealings in the shares of Global Sweeteners on the main board of the Stock Exchange Global Sweeteners Investments Limited, a company incorporated in the British Virgin Islands with limited liability on 24 July 2001 and an indirect wholly-owned subsidiary of the Company as at the date of this announcement the Hong Kong Special Administrative Region of the PRC Rules Governing the Listing of Securities on the Stock Exchange People s Republic of China and, for the purpose of this announcement and for geographical reference only, does not include Hong Kong, the Macau Special Administrative Region and Taiwan the proposed separate listing of the shares of Global Sweeteners on the main board of the Stock Exchange Shareholder(s) of the Company appearing on the register of members of the Company on such record date to be determined by the Company, who shall be entitled to subscribe for the shares of Global Sweeteners on a preferential basis to be determined under the Share Offer the holder(s) of the ordinary share(s) of HK$0.10 each in the capital of the Company the proposed offer for subscription of the shares of Global Sweeteners by the public in Hong Kong, the placing of the shares in Global Sweeteners with certain professional, institutional and other investors and the potential offer for subscription of the shares of Global Sweeteners by the Qualifying Shareholders, in connection with the Proposed Spin-off The Stock Exchange of Hong Kong Limited By Order of the Board Global Bio-chem Technology Group Company Limited Liu Xiaoming Xu Zhouwen Co-Chairman Co-Chairman Hong Kong, 3 April 2007 * For identification purpose only Please also refer to the published version of this announcement in South China Morning Post. 5

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