China Starch Holdings Limited — Proxy Solicitation & Information Statement 2012

Jun 22, 2012

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in doubt as to any aspect of this circular or as to the action to be taken, you should consult your licensed securities dealer or registered institution in securities, bank manager, solicitor, professional accountant or other professional advisers.

If you have sold or transferred all your shares in China Starch Holdings Limited, you should at once hand this circular with the accompanying form of election to the purchaser or the transferee or to the bank, licensed securities dealer or registered institution in securities or other agent through whom the sale or transfer was effected for transmission to the purchaser or the transferee.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, 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 circular.

==> picture [83 x 53] intentionally omitted <==

CHINA STARCH HOLDINGS LIMITED 中國澱粉控股有限公司

(incorporated in the Cayman Islands with limited liability)

(Stock Code: 3838)

Executive Directors: Mr. Tian Qixiang (Chairman) Mr. Gao Shijun Mr. Yu Yingquan Mr. Liu Xianggang

Independent non-executive Directors: Ms. Dong Yanfeng Mr. Cao Zenggong Mr. Yue Kwai Wa, Ken

Registered office: Cricket Square, Hutchins Drive, P.O. Box 2681, Grand Cayman KY1-1111, Cayman Islands Head office and principal place of business in Hong Kong: Suite 3312, Tower 1, Times Square, 1 Matheson Street, Causeway Bay, Hong Kong

25 June 2012

To the Shareholders,

Dear Sir or Madam,

SCRIP DIVIDEND SCHEME

INTRODUCTION

By the announcement dated 23 March 2012, the board (the ‘‘Board’’) of directors (the ‘‘Directors’’) of China Starch Holdings Limited (the ‘‘Company’’, and together with its subsidiaries, the ‘‘Group’’) announced the final results of the Group for the year ended 31 December 2011 and

– 1 –

recommended, among other matters, the payment of a final dividend (the ‘‘Final Dividend’’) of HK0.67 cents per share of HK$0.10 each (each a ‘‘Share’’) in the share capital of the Company by way of cash with an option to elect to receive wholly or partly an allotment and issue of new Shares (the ‘‘Scrip Shares’’), credited as fully paid, in lieu of cash payment (the ‘‘Scrip Dividend Scheme’’). The Final Dividend is payable to the Shareholders (the ‘‘Shareholders’’) whose names appeared on the register of members (the ‘‘Register’’) of the Company on 21 June 2012 (the ‘‘Record Date’’).

At the annual general meeting of the Company held on 13 June 2012, the Final Dividend and the Scrip Dividend Scheme were approved by the Shareholders.

SCRIP DIVIDEND SCHEME

Particulars of the Scrip Dividend Scheme

Under the Scrip Dividend Scheme, each Shareholder has an option to elect to receive the Final Dividend:

• (a) by way of cash payment; or

• (b) by way of an allotment and issue of the Scrip Shares; or

• (c) by way of a combination of (a) and (b) above.

For the purpose of calculating the number of Scrip Shares to be allotted pursuant to the Scrip Dividend Scheme, the market value of a Scrip Share has been fixed at HK$0.235 each, representing the average of the closing prices per Share traded on The Stock Exchange of Hong Kong Limited (the ‘‘Stock Exchange’’) for five consecutive trading days from 15 June 2012 up to and including the Record Date.

Accordingly, the number of Scrip Shares which the Shareholders will receive in respect of the existing Shares registered in their names at the close of business on the Record Date under the Scrip Dividend Scheme will be calculated as follows:

==> picture [424 x 36] intentionally omitted <==

The number of Scrip Shares to be issued to each Shareholder pursuant to the Scrip Dividend Scheme will be rounded down to the nearest whole number. Fractional entitlements to the Scrip Shares will not be issued to the Shareholders and will be cancelled accordingly. The Scrip Shares to be issued pursuant to the Scrip Dividend Scheme will rank pari passu in all respects with the Shares in issue on the date of allotment and issue of the Scrip Shares, except that they will not be entitled to the Final Dividend. The Scrip Shares to be issued to the Shareholders under the Scrip Dividend Scheme may be issued in odd lots (of number less than a board lot of 5,000 Shares). No special dealing arrangements will be put in place by the Company to facilitate the trading or disposal of Scrip Shares to be issued in odd lots. Shareholders shall be aware that odd lots usually trade at a discount to the price of board lots.

Based on 5,779,680,000 Shares in issue on the Record Date, if all Shareholders elect to receive Scrip Shares instead of cash in respect of the Final Dividend, the Company will issue approximately 164,782,000 Shares, an increase of approximately 2.85% of the existing issued share capital of the Company, and approximately 2.77% of the issued share capital of the Company as enlarged by the issue

– 2 –

of the said number of Scrip Shares. If no election for the Scrip Shares were received, based on 5,779,680,000 Shares in issue on the Record Date, the total cash dividend payable by the Company would be approximately HK$38,724,000.

Advantages of the Scrip Dividend Scheme

The Directors consider that while the Company should declare the Final Dividend, the retention of cash, which would otherwise have been paid to the Shareholders as cash dividend, within the Group would enhance the continuous growth, maintain the financial stability and reduce the financing costs of the Group. In addition, the Scrip Dividend Scheme will give Shareholders the opportunity to increase their investment in the Company without incurring brokerage fees, stamp duty and related costs of dealings.

Form of election

Enclosed with this circular is a form of election. No action is required if you wish to receive the Final Dividend to which you are entitled wholly in cash.

If you wish to elect to receive the Final Dividend either wholly or partly in Scrip Shares, you must complete the form of election in accordance with the instructions printed thereon and return it to the Company’s branch share registrar in Hong Kong, Tricor Investor Services Limited, at 26th Floor, Tesbury Centre, 28 Queen ’ s Road East, Wanchai, Hong Kong not later than 4:00 p.m. on 12 July 2012 (Thursday). No acknowledgement of receipt of the form of election will be issued.

Please note that if you sign the form of election but do not specify the number of Shares in respect of which you wish to receive your Final Dividend in Scrip Shares or, if you elect for payment of the Final Dividend in Scrip Shares in respect of a greater number of Shares than your registered holding of Shares, then in either case you will be deemed to have exercised your election for Scrip Shares in lieu of cash in respect of all the Shares registered in your name.

If you do not complete and return the form of election before the time and in the manner stated above, you will receive the whole of your Final Dividend in cash.

Overseas Shareholders

As at the Record Date, there is no Shareholder with registered address outside Hong Kong.

Any Shareholders with registered addresses outside Hong Kong (the ‘‘Overseas Shareholders’’) receiving this circular and/or the form of election may not treat the same as an invitation to participate in the Scrip Dividend Scheme unless such invitation could lawfully be made to them without having to comply with any registration or other legal requirements in the relevant territory. In such circumstances, this circular and the form of election will be deemed to have been sent for information purposes only. Overseas Shareholders should inform themselves about and observe any applicable restrictions and should consult their professional advisers as to whether any governmental or other consents are required or other formalities need to be observed to enable them to participate in the Scrip Dividend Scheme.

This circular and the form of election do not constitute or form part of an offer or solicitation of any offer to buy securities of the Company, and the form of election is not transferable. Overseas Shareholders who are in any doubt as to their position should consult their own appropriately authorised professional advisers without delay.

– 3 –

Listing of and dealings in the Scrip Shares and despatch of certificates of the Scrip Shares

Application will be made to the Listing Committee of the Stock Exchange for the listing of, and permission to deal in, the Scrip Shares to be allotted and issued pursuant to the Scrip Dividend Scheme. No part of the Company’s securities is listed or dealt in on any other stock exchange except the Stock Exchange, and no such listing or permission to deal is being, or is proposed to be sought. Subject to the Scrip Shares being admitted to listing, it is expected that certificates for the Scrip Shares and/or dividend warrants will be posted to the Shareholders at their own risk on or about 23 July 2012 (Monday). On this basis, dealings in the Scrip Shares are expected to commence on or about 25 July 2012 (Wednesday). If the condition is not satisfied, the Final Dividend will then be paid wholly in cash.

Subject to the granting of the listing of, and permission to deal in, the Scrip Shares on the Stock Exchange, the Scrip Shares will be accepted as eligible securities by Hong Kong Securities Clearing Company Limited for deposit, clearance and settlement in Central Clearing and Settlement System (the ‘‘CCASS’’) with effect from the commencement date of dealings in the Scrip Shares on the Stock Exchange or such other date as determined by Hong Kong Securities Clearing Company Limited. All activities under CCASS are subject to the General Rules of CCASS and CCASS Operational Procedures in effect from time to time. Shareholders should seek the advice of their licensed securities dealers or other professional advisers for details of these settlement arrangements and how such arrangements will affect their rights and interests.

Recommendation and advice

Whether or not it is to your advantage to receive the Final Dividend wholly in cash or in Scrip Shares or partly in cash and partly in Scrip Shares depends upon your own individual circumstances and on the movement of the Company’s share price in the market. The decision in this regard and all consequences resulting therefrom are the sole responsibility of each Shareholder. If you are in any doubt as to what to do, you should consult your own professional adviser. Shareholders who are trustees are recommended to seek professional advice as to whether they have the powers to make any relevant election and as to the effect of the election having regard to the terms of the relevant trust instrument.

Disclosure of interests

Shareholders should note that an acquisition of Scrip Shares under the Scrip Dividend Scheme may give rise to notification requirements under Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong). Shareholders who are in any doubt as to how these provisions may affect them are recommended to seek their own professional advice.

Yours faithfully, By order of the Board China Starch Holdings Limited Tian Qixiang

Chairman

– 4 –