DISCLOSEABLE TRANSACTION RELATING TO A CONSTRUCTION CONTRACT CONCERNING THE DESIGN AND CONSTRUCTION OF PRODUCTION LINES AND THE PRODUCTION CENTRE OF CASSAVA ETHANOL If you are in any doubt as to any aspect about this circular or as to the action to be taken, you should consult your licensed securities dealer, bank manager, solicitor, professional accountant or other professional adviser. If you have sold or transferred all your shares in Bio Cassava Technology Holdings Limited (the “Company”), you should at once hand this circular and the accompanying form of proxy to the purchaser or transferee or to the bank, licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser or the transferee.

This circular, for which the directors of the Company (the “Directors”) collectively and individually accept

full responsibility, includes particulars given in compliance with the Rules Governing the Listing of

Securities on the Growth Enterprise Market of the Stock Exchange for the purpose of giving information with

regard to the Company. The Directors, having made all reasonable enquiries, confirm that, to the best of their

knowledge and belief: (i) the information contained in this circular is accurate and complete in all material

respects and not misleading; (ii) there are no other matters the omission of which would make any statement

in this document misleading; and (iii) all opinions expressed in this document have been arrived at after due

and careful consideration and are founded on bases and assumptions that are fair and reasonable.

Bio Cassava Technology Holdings Limited

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 8129)

DISCLOSEABLE TRANSACTION

RELATING TO A CONSTRUCTION CONTRACT CONCERNING

THE DESIGN AND CONSTRUCTION OF PRODUCTION LINES

AND

THE PRODUCTION CENTRE OF CASSAVA ETHANOL

A letter from the board of Directors of the Company is set out on pages 3 of this circular.

This circular will remain on the Growth Enterprise Market (“GEM”) website at www.hkgem.com on the

“Latest Company Announcements” page for at least 7 days from the date of its posting.

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

27 September 2007

CHARACTERISTICS OF GEM .............................................. ii
DEFINITIONS ............................................................ 1
LETTER FROM THE BOARD ............................................... 3

APPENDIX — ADDITIONAL INFORMATION .................................. 7
CONTENTS

— i —

GEM has been established as a market designed to accommodate companies to which a high
investment risk may be attached. In particular, companies may list on GEM with neither a track
record of profitability nor any obligation to forecast future profitability. Furthermore, there may
be risks arising out of the emerging nature of companies listed on GEM and the business sectors
or countries in which the companies operate. Prospective investors should be aware of the
potential risks of investing in such companies and should make the decision to invest only after
due and careful consideration. The greater risk profile and other characteristics of GEM mean
that it is a market more suited to professional and other sophisticated investors.
Given the emerging nature of companies listed on GEM, there is a risk that securities traded on
GEM may be more susceptible to high market volatility than securities traded on the Main Board
of the Stock Exchange and no assurance is given that there will be a liquid market in the
securities traded on GEM.
The principal means of information dissemination on GEM is publication on the internet website
operated by the Stock Exchange. Listed companies are not generally required to issue paid
announcements in gazetted newspapers. Accordingly, prospective investors should note that they
need to have access to the GEM website in order to obtain up-to-date information on GEM-listed
issuers.
CHARACTERISTICS OF GEM

— ii —

In this circular, unless the context otherwise requires, the following expressions shall have the
following meanings:
“Board” the board of Directors
“Company” Bio Cassava Technology Holdings Limited, a company
incorporated in the Cayman Islands with limited liability, the
shares of which are listed on the Growth Enterprise Market of
The Stock Exchange of Hong Kong Limited (Stock Code:
8129)
“Construction Contract” the Construction Contract entered into between Yunfu and
Feicheng on 10 September 2007 pursuant to which Feicheng
agreed to design, construct and install production lines for the
production and fermentation of cassava ethanol for Yunfu
“Directors” the directors (including non-executive and independent non-
executive directors) of the Company
“Feicheng” (Feicheng Pyramid Machinery Co., Ltd),
a company incorporated under the laws of the PRC
“GEM Listing Rules” the Rules Governing the Listing of Securities on the Growth
Enterprise Market of the Stock Exchange
“Group” the Company and its subsidiaries
“HK$” Hong Kong dollars, the lawful currency of Hong Kong
“Latest Practicable Date” 24 September 2007, being the latest practicable date prior to
the printing of this circular for the purpose of ascertaining
certain information contained in this circular
“Option(s)” the right granted under the share option scheme adopted by
the Company on 27 April 2007 to subscribe for Shares at an
exercise price of HK$0.45 per Share, adjusted to HK$0.1125
per Share after the sub-division of the Shares on 3 July 2007
“PRC” the People’s Republic of China
“RMB” Renmibi, the lawful currency of the PRC
“SFO” the Securities and Futures Ordinance (Cap. 571 of the Laws of
Hong Kong)
“Shares” existing ordinary share(s) of par value of HK$0.0025 each in
the share capital of the Company
“Shareholders” the shareholders of the Company
DEFINITIONS

— 1 —

“Stock Exchange” The Hong Kong Stock Exchange Limited
“Warrants” warrants of the Company listed on the Stock Exchange
conferring rights to subscribe fore Shares at an initial
subscription price of HK$0.076 per Share, adjusted to
HK$0.019 per Share after the sub-division of the Shares on 3
July 2007, the principal terms of which are contained in the
prospectus of the Company dated 16 January 2007
“Yunfu” (Yunfu City Jiu Fang
Agriculture Science and Technology Development Company
Limited), a wholly-foreign owned enterprise set up under the
laws of the PRC and an indirect wholly-owned subsidiary of
the Company
DEFINITIONS

— 2 —

Bio Cassava Technology Holdings Limited

(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 8129)
Executive Directors:
Mr. Kwan Kin Chung
Mr. Tam Kam Biu William
Mr. Wan Xiaolin
Mr. Chen Man Lung
Non-executive Directors:
Mr. Leung Lap Yan
Mr. Leung Lap Fu Warren
Independent Non-executive Directors:
Mr. Ip Chi Wai
Mr. Tse Wang Cheung Angus
Mr. Shiu Kwok Keung
Registered Office:
P.O. Box 309
Ugland House
George Town
Grand Cayman
British West Indies
Principal Place of Business in Hong Kong:
Unit 712B
Level 7
Core D, Cyberport 3
100 Cyberport Road
Hong Kong
27 September 2007
To the Shareholders, and for information only, holders of Options and Warrants
Dear Sir or Madam,
DISCLOSEABLE TRANSACTION
RELATING TO A CONSTRUCTION CONTRACT CONCERNING
THE DESIGN AND CONSTRUCTION OF PRODUCTION LINES

AND
THE PRODUCTION CENTRE OF CASSAVA ETHANOL
INTRODUCTION

Reference is made to the announcement of the Company dated 11 September 2007 in relation to
the Construction Contract. The purpose of this circular is to provide you with further information
regarding the Construction Contract as required under the GEM Listing Rules.
LETTER FROM THE BOARD

— 3 —

THE CONSTRUCTION CONTRACT
The Board announced on 10 September 2007 that on that day, an indirect wholly-owned
subsidiary of the Company, Yunfu, entered into the Construction Contract with Feicheng for the design
and construction of production lines and the production centre of Yunfu in the Guangdong Province,
the PRC for the production and fermentation of cassava ethanol.
PRINCIPAL TERMS OF THE CONSTRUCTION CONTRACT

Date: 10 September 2007
Parties: (1) (Yunfu City Jiu Fang
Agriculture Science and Technology Development
Company Limited)
(2) (Feicheng Pyramid Machinery Co.,
Ltd.)
To the best of knowledge, information and belief having made
all reasonable enquiries of the Directors, Feicheng and its
ultimate beneficial owner(s) are third parties independent of
and not connected with the Company and its subsidiaries and
their respective connected persons (as defined in the GEM
Listing Rules).
Construction Services: Feicheng will assist in the technological design of the
production lines for the production and fermentation of
cassava ethanol, including the design, installation and testing
of related processing and manufacturing pipelines, equipment
(including non-standard equipments) and machineries and
will also provide training to operating staff.
Contract Price: The total contract price is RMB3,930,000 (approximately
equivalent to HK$4,087,200), payable by six instalments. The
entire amount will be funded from internal resources.
The first and second instalments, representing 30% of the
contract price, are due within three days upon execution of the
Construction Contract. The third instalment of
RMB1,572,000 (approximately equivalent to HK$1,634,880)
will be payable upon the arrival of the first batch of
manufacturing materials at the production centre of Yunfu.
The fourth instalment of RMB393,000 (approximately
equivalent to HK$408,720) is to be paid when Yunfu has
completed the necessary installation, including but not
limited to water and electricity supplies and basic equipment,
LETTER FROM THE BOARD

— 4 —

and Feicheng begins installation construction works at the
production centre. The fifth instalment of RMB393,000
(approximately equivalent to HK$408,720) is payable upon
completion of the installation of equipment at the production
centre of Yunfu to the satisfaction of Yunfu. The balance of
the contract price of RMB393,000 (approximately equivalent
to HK$408,720) will be payable upon the conducting of a
service quality testing of the construction works to a
satisfactory standard as required by Yunfu.
The contract price is inclusive of all production facilities and
plant installation.
The contract price was determined based on arm’s length
negotiations, taking into account the estimated costs to be
incurred by Feicheng in providing the construction works and
the prevailing market value of similar construction works.
Term: The Construction Contract will become effective from the
date of execution and all construction works should be
completed before 8 December 2007.
Warranty Period: Pursuant to the Construction Contract, Feicheng agrees to
provide a quality warranty period to Yunfu for a period of six
months upon completion of the construction works.
Other Condition: It is a term of the Construction Contract that Yunfu will give
Feicheng a prior right to be considered as the contractor of
similar construction contracts in the future provided that the
terms of contract of Feicheng are competitive.
REASONS FOR AND BENEFITS OF ENTERING INTO THE CONSTRUCTION CONTRACT

The entering into of the Construction Contract is consistent with the Group’s strategy to focus
on business opportunities to diversify its products and service offerings relating to biotechnology and
renewable energy business so as to drive new sources of revenue. In particular, the Directors believe
that the Construction Contract will strengthen the Company’s strategic position in biotechnology and
related manufacturing technology relating to conversion of cassava to ethanol, which can be used as
a renewable source of energy.
The Directors believe that the terms of the transactions contemplated under the Construction
Contract are fair and reasonable and in the interests of the Company and Shareholders as a whole.
LETTER FROM THE BOARD

— 5 —

FINANCIAL EFFECTS OF THE CONSTRUCTION CONTRACT
The Directors expect that upon excise of the Construction Contract, there will be a positive
contribution to the future earnings of the Group and there will be no material impact on the asset and
liabilities of the Company.
GENERAL INFORMATION

The Company is principally engaged in investment holding. The principal activities of the
Company’s subsidiaries comprise (i) development, sales and licensing of computer software in Hong
Kong and the PRC; (ii) patents holding; (iii) investment holding and (iv) development of biotech and
renewable energy.
To the best of the Director’s knowledge, Feicheng is principally engaged in the designing,
manufacturing, installing and setting alcohol and distillers dried grains with solubles (DDGS)
complete equipments.
REGULATORY ASPECTS

Since one or more the applicable percentage ratios in respect of the execution of the Construction
Contract as at 10 September 2007 is/are greater than the 5% threshold for the purposes of Rule 19.07
of the GEM Listing Rules, the execution of the Construction Contract and the transactions
contemplated thereunder constitute a discloseable transaction of the Company.
ADDITIONAL INFORMATION

Your attention is also drawn to the additional information set out in the Appendix of this circular.
Yours faithfully,
For and on behalf of
Bio Cassava Technology Holdings Limited
Leung Lap Yan
Chairman
LETTER FROM THE BOARD

— 6 —

1. DISCLOSURE OF INTERESTS BY DIRECTORS
As at the Latest Practicable Date, save for the interests of the Directors in the Options as below,
neither the Directors nor the chief executive of the Company had interest and/or short positions in the
shares, underlying shares and debentures of the Company and its associated corporations (within the
meaning of Part XV of the SFO), which are required to be notified to the Company and the Stock
Exchange pursuant to the Divisions 7 and 8 of Part XV of the SFO, including interests or short
positions which they were deemed or taken to have under such provision of the SFO, to be entered in
the register to therein, or are required, pursuant to section 352 of the SFO, to be entered in the register
referred to therein; or are required, pursuant to Rules 5.46 to 5.67 of the GEM Listing Rules relating
to securities transactions by Directors, to be notified to the Company and the Stock Exchange:-
(i) Long positions in underlying shares
Interest in the Options
As at the Latest Practicable Date, there were a total of 92,000,000 outstanding Options of the
Company granted to the Directors, details of which are summarized in the following table:-
Options to subscribe for Shares
Director
Date of
grant
Outstanding
as at
1 January
2007

Granted
during
the period
Exercised
during
the period
Lapsed
during
the period
Outstanding
as at Latest
Practicable
Date
Option
exercise
period
Exercise
price
per Share
(Note)
Kwan Kin Chung 29/5/2007 — 16,000,000 ——16,000,000 29/5/2007 to
28/5/2017
HK$0.1125
Tam Kam Biu
William
29/5/2007 — 20,000,000 ——20,000,000 29/5/2007 to
28/5/2017
HK$0.1125
Wan Xiaolin 29/5/2007 — 12,000,000 ——12,000,000 29/5/2007 to
28/5/2017
HK$0.1125
Chen Man Lung 29/5/2007 — 16,000,000 ——16,000,000 29/5/2007 to
28/5/2017
HK$0.1125
Leung Lap Yan 29/5/2007 — 8,000,000 ——8,000,000 29/5/2007 to
28/5/2017
HK$0.1125
Leung Lap Fu
Warren
29/5/2007 — 8,000,000 ——8,000,000 29/5/2007 to
28/5/2017
HK$0.1125
Ip Chi Wai 29/5/2007 — 4,000,000 ——4,000,000 29/5/2007 to
28/5/2017
HK$0.1125
Tse Wang Cheung
Angus
29/5/2007 — 4,000,000 ——4,000,000 29/5/2007 to
28/5/2017
HK$0.1125
Shiu Kwok Keung 29/5/2007 — 4,000,000 ——4,000,000 29/5/2007 to
28/5/2017
HK$0.1125
Total — 92,000,000 ——92,000,000
Note: The exercise price of the Options was adjusted from HK$0.45 per Share to HK$0.1125 per Share after the
sub-division of the Shares on 3 July 2007.
APPENDIX ADDITIONAL INFORMATION

— 7 —

3. DISCLOSURE OF INTERESTS BY SUBSTANTIAL SHAREHOLDERS
As at the Latest Practicable Date, so far as is known to the Directors and chief executive of the
Company, the following persons, other than a Director or chief executive of the Company, had
interests or short positions in the shares or underlying shares of the Company which would fall to be
disclosed to the Company under the provisions of Divisions 2 and 3 of Part XV of the SFO, or, who
is expected, directly or indirectly, to be interested in 10% or more of the nominal value of any class
of share capital carrying rights to vote in all circumstances at general meetings of any other member
of the Group and the amount of each of such person’s interest in such securities, together with
particulars of any options in respect of such capital are as follows:-
Long position in the Shares
Name
Number of
Shares or
underlying
Shares
Percentage
shareholding
Culturecom Holdings Limited (Note 1) 1,943,510,000 25.01%
Kuan Sio Kai (Note 2) 1,636,490,000 21.06%
Notes:
1. Winway H.K. Investments Limited is a wholly owned subsidiary of Culturecom Investments Limited, which is in
turn a wholly owned subsidiary of Culturecom Holdings (BVI) Limited. Culturecom Holding (BVI) Limited is a
wholly owned subsidiary of Culturecom Holdings Limited. Each of Culturecom Investments Limited, Culturecom
Holdings (BVI) Limited and Culturecom Holdings Limited is deemed to be interested in 1,943,510,000 Shares
through its controlling interests (100%) in Winway H.K. Investment Limited.
2. By virtue of his controlling interest in 100% in Step Up Co., Ltd., Mr. Kuan Sio Kai is deemed to be interested
in all the Shares held by Step Up Co., Ltd.
Save as disclosed in this circular, as at the Latest Practicable Date and so far as is known to the
Directors or chief executive (if any) of the Company, no other person had, or was deemed or taken
to have, any interests or short positions in Shares or underlying Shares of the Company which would
fall to be disclosed to the Company and the Stock Exchange under the provisions of Divisions 2 and
3 of Part XV of the SFO, or was, directly or indirectly, interested in 10% or more of the nominal value
of any class of share capital carrying rights to vote in all circumstances at general meetings of any
other member of the Group.
4. COMPETING INTEREST

As at the Latest Practicable Date, none of the Directors, the Substantial Shareholders (as defined
in the GEM Listing Rules), the management Shareholders (as defined in the GEM Listing Rules) or
their respective associates had any interest in a business which competes or may compete with the
business of the Group.
APPENDIX ADDITIONAL INFORMATION

— 8 —

5. LITIGATION
As at the Latest Practicable Date, either the Company nor any of its subsidiaries was engaged
in any litigation or arbitration or claim of material importance and no litigation, arbitration or claim
of material importance was known to the Directors to be pending or threatened by or against any
member of the Group.
6. DIRECTORS’ SERVICE CONTRACTS
As at the Latest Practicable Date, none of the Directors had any existing or proposed service
contract with any member of the Group (excluding contracts expiring or determinable by the Group
within one year without payment of compensation (other than statutory compensation)).
7. MISCELLANEOUS

(a) The registered office of the Company is at P.O. Box 309, Ugland House, George Town,
Grand Cayman, Cayman Islands, British West Indies.
(b) The head office and principal place of business of the Company in Hong Kong is at Unit
712B, Level 7, Core D, Cyberport 3, 100 Cyberport Road, Hong Kong.
(c) The branch share registrar and transfer office of the Company is Computershare Hong Kong
Investor Services Limited at 17th Floor, Hopewell Centre, 183 Queen’s Road East, Hong
Kong.
(d) The company secretary, qualified accountant and the compliance officer of the Company is
Mr. Tam Kam Biu William, who has over eighteen years of experience in financial
management and corporate finance, gained with a number of Hong Kong listed companies
and international groups. Mr. Tam obtained a degree in Master of Business Administration
in 1981 from York University in Toronto, Canada and became an associate member of the
Hong Kong Institute of Certified Public Accountants in September 1987 and an associate
of the Association of Chartered Certified Accountants in May 1988.
(e) The audit committee of the Company was established since the listing of the Company on
GEM. Currently, it comprises three independent non-executive Directors, namely, Mr. Ip
Chi Wai (as the Chairman of the Committee), Mr. Tse Wang Cheung, Angus and Mr. Shiu
Kwok Keung. The terms of reference describing the authority and duties of the Audit
Committee were adopted with reference to “A Guide for the Formation of an Audit
Committee” published by the Hong Kong Institute of Certified Public Accountant and the
Code on Corporate Governance Practices Provision published by the Stock Exchange. The
Committee meets regularly to review the reporting of financial and other information to
Shareholders.
APPENDIX ADDITIONAL INFORMATION

— 9 —

Members of the Audit Committee
Independent Non-Executive Directors
Mr. IP Chi Wai, aged 40, graduated from the University of Hong Kong with a bachelor’s degree
in law. He is a solicitor admitted in Hong Kong and has over 10 years of experience in the legal
profession. He was appointed as an independent non-executive Director and chairman of the audit
committee of the Company in September 2000. He is also an independent non-executive director and
a member of audit committee of Asia Standard Hotel Group Limited, a company whose shares are
listed on the Main Board of the Stock Exchange.
Mr. TSE Wang Cheung, Angus, aged 42, worked in a law firm prior to becoming a partner in
the law firm of Angus Tse, Yuen & To. He was appointed as an independent non-executive Director
in September 2000.
Mr. SHIU Kwok Keung, aged 40, is an independent non-executive director of China Treasure
(Greater China) Investments Limited, a company whose shares are listed on the Main Board of the
Stock Exchange, and was the senior vice president of China Solar Energy Holdings Limited during
2006. Prior to that, he has extensive experience in finance, accounting and corporate development. Mr.
Shiu holds a Master of Science degree in Finance from the National University of Ireland, Dublin, a
Master of Professional Accounting degree from the Southern Cross University in Australia and a
Bachelor of Social Sciences degree in China Studies (Economics) from the Hong Kong Baptist
University. He is a Chartered Financial Analyst Charter Holder and a Certified Practicing Accountant
of CPA Australia. Mr. Shiu was appointed as an independent non-executive Director and a member of
the audit committee of the Company in September 2006.
(f) The English text of this circular shall prevail over the Chinese text in case of inconsistency.
APPENDIX ADDITIONAL INFORMATION

— 10 —