Global Corn Group Limited — AGM Information 2008

Apr 28, 2008

IMPORTANT

If you are in doubt as to any aspect of this circular, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Global Sweeteners Holdings Limited (‘‘Company’’), you should at once hand this circular and the accompanying form of proxy to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

The Stock Exchange of Hong Kong Limited (‘‘Stock Exchange’’) takes no responsibility for the contents of this circular, 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 circular.

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GLOBAL SWEETENERS HOLDINGS LIMITED

大 成 糖 業 控 股 有 限 公 司[*]

(incorporated in the Cayman Islands with limited liability)

(Stock code: 3889)

GRANT OF THE NEW ISSUE MANDATE AND THE REPURCHASE MANDATE,

RE-ELECTION AND APPOINTMENT OF DIRECTORS AND

NOTICE OF ANNUAL GENERAL MEETING

Notice of the annual general meeting of the Company to be held at Huashan Room, 5/F., Island ShangriLa, Pacific Place, Supreme Court Road, Central, Hong Kong on Thursday, 22 May 2008 at 3:00 p.m. is set out on pages 18 to 22 of this circular. Whether or not you are able to attend the meeting, you are requested to complete and return the accompanying form of proxy in accordance with the instructions printed thereon as soon as possible and in any event no later than 48 hours before the time appointed for the holding of the meeting or any adjournment thereof. Completion and return of the form of proxy shall not preclude you from attending and voting at the meeting or any adjournment thereof in person if you so wish.

• for identification purposes only

22 April 2008

CONTENTS

	Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
General mandate to repurchase shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
General mandate to issue shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Closure of register of members . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Re-election of Directors and appointment of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Action to be taken . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Additional information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Appendix I — Explanatory Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Appendix II — Procedure to demand a poll . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10
Appendix III — Particulars of Directors for re-election and appointment . . . . . . . . . . . . . .	11
Notice of Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	18

– i –

DEFINITIONS

In this circular, unless the context otherwise requires, the following expressions have the following meanings:

‘‘AGM Notice’’	the notice for convening the Annual General Meeting set out on
	pages 18 to 22 of this circular
‘‘Annual General Meeting’’	the annual general meeting of the Company convened to be held
	on Thursday, 22 May 2008 at 3:00 p.m. at Huashan Room,
	5/F., Island Shangri-La, Pacific Place, Supreme Court Road,
	Central, Hong Kong
‘‘Board’’	the board of Directors
‘‘Changchun Dihao’’	長春帝豪食品發展有限公司 (Changchun Dihao Foodstuff
	Development Co., Ltd.*), a wholly foreign-owned enterprise
	established in the PRC and a wholly owned subsidiary of the
	Company
‘‘Companies Law’’	the Companies Law, Chapter 22 (Law 3 of 1961, as consolidated
	and revised) of the Cayman Islands
‘‘Company’’	Global Sweeteners Holdings Limited, a company incorporated in
	the Cayman Islands with limited liability, the Shares of which are
	listed on the Stock Exchange
‘‘Dihao Crystal’’	長春帝豪結晶糖開發實業有限公司 (Changchun Dihao Crystal
	Sugar Industry Development Co., Ltd.*), a wholly foreign-owned
	enterprise established in the PRC and a wholly owned subsidiary
	of the Company
‘‘Director(s)’’	the director(s) of the Company
‘‘GBT’’	Global Bio-chem Technology Group Company Limited, a
	company incorporated in the Cayman Islands with limited
	liability, the shares of which are listed on the main board of the
	Stock Exchange, the ultimate holding company of the Company
	holding approximately 67% of the issued Shares
‘‘GBT Group’’	GBT and its subsidiaries which, for the purpose of this circular,
	excludes the Group
‘‘Group’’	the Company and its subsidiaries
‘‘Hao Cheng’’	上海好成食品發展有限公司 (Shanghai Hao Cheng Food
	Development Co., Ltd.*), a wholly foreign-owned enterprise
	established in the PRC and a wholly owned subsidiary of the
	Company

– 1 –

DEFINITIONS

• ‘‘Hong Kong’’ the Hong Kong Special Administrative Region of the People’s Republic of China

• ‘‘Latest Practicable Date’’ 22 April 2008, being the latest practicable date prior to the printing of this circular for the purpose of ascertaining certain information in this circular

• ‘‘Listing Rules’’ the Rules Governing the Listing of Securities on the Stock Exchange

• ‘‘New Issue Mandate’’ a general and unconditional mandate to the Directors to exercise the power of the Company to allot, issue or otherwise deal with shares of the Company of up to a maximum of 20 per cent. of the aggregate nominal amount of the share capital of the Company in issue as at the date of passing the relevant resolution at the Annual General Meeting

• ‘‘Registrar’’ Tricor Investor Services Limited, the Company’s branch registrar and transfer office in Hong Kong, whose office is at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong

• ‘‘Repurchase Mandate’’ a general and unconditional mandate to the Directors to exercise the power of the Company to repurchase shares of the Company on the Stock Exchange of up to a maximum of 10 per cent. of the aggregate nominal amount of the share capital in issue as at the date of passing the relevant resolution at the Annual General Meeting

• ‘‘SFO’’ the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)

• ‘‘Share(s)’’ ordinary share(s) of HK$0.10 each in the capital of the Company ‘‘Shareholder(s)’’ holder(s) of Share(s) ‘‘Stock Exchange’’ The Stock Exchange of Hong Kong Limited ‘‘Takeovers Code’’ the Hong Kong Code on Takeovers and Mergers ‘‘HK$’’ and ‘‘cents’’ Hong Kong dollars and cents, respectively, the lawful currency of Hong Kong

• For identification purposes only

– 2 –

LETTER FROM THE BOARD

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GLOBAL SWEETENERS HOLDINGS LIMITED 大 成 糖 業 控 股 有 限 公 司[*]

(incorporated in the Cayman Islands with limited liability)

(Stock code: 3889)

Executive Directors: Mr. Kong Zhanpeng Mr. Zhang Fusheng Ms. Wang Guifeng Ms. Ge Yanping

Registered office: Cricket Square Hutchins Drive P.O. Box 2681 Grand Cayman KY1-1111 Cayman Islands

Independent non-executive Directors:

Ms. Fung Siu Wan Stella Mr. Yan Man Sing Frankie Mr. Ho Lic Ki Mr. Gao Yunchun

Head Office and Principal Place of Business in Hong Kong: Unit 2403 Admiralty Centre Tower II 18 Harcourt Road Hong Kong

22 April 2008

To the Shareholders

Dear Sirs

GRANT OF NEW ISSUE MANDATE AND REPURCHASE MANDATE,

RE-ELECTION AND APPOINTMENT OF DIRECTORS AND

NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

The primary purposes of this circular are to provide you with the information in relation to the resolutions to be proposed at the Annual General Meeting and to give you notice of the Annual General Meeting. Resolutions to be proposed at the Annual General Meeting include ordinary resolutions relating to the proposed grant of the New Issue Mandate and the Repurchase Mandate, the re-election of retiring Directors and the appointment of new Directors.

• for identification purposes only

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LETTER FROM THE BOARD

GENERAL MANDATE TO REPURCHASE SHARES

Pursuant to a written resolution passed by the then sole Shareholder on 3 September 2007, a general mandate was given by the Company to the Directors to exercise the powers of the Company to repurchase Shares. Such mandate will lapse at the conclusion of the Annual General Meeting.

At the Annual General Meeting, an ordinary resolution will be proposed that the Directors be given a general and unconditional mandate to exercise all powers of the Company to repurchase on the Stock Exchange shares of the Company, up to a maximum of 10 per cent. of the share capital of the Company in issue as at the date of the passing of the ordinary resolution approving the grant of the Repurchase Mandate at the Annual General Meeting.

The Repurchase Mandate will expire: (a) at the conclusion of the next annual general meeting of the Company following the Annual General Meeting; or (b) at the end of the period within which the Company is required by the Companies Law or the articles of association of the Company to hold its next annual general meeting; or (c) when revoked or varied by ordinary resolutions of the Shareholders in a general meeting prior to the next annual general meeting of the Company, whichever is the earliest.

An explanatory statement to provide Shareholders with all the information reasonably necessary for them to make an informed decision in relation to this proposed resolution as required by the Listing Rules is set out in Appendix I to this circular.

GENERAL MANDATE TO ISSUE SHARES

At the Annual General Meeting, an ordinary resolution will also be proposed that the Directors be given a general and unconditional mandate to allot, issue or otherwise deal with shares of the Company of up to 20 per cent. of the aggregate nominal amount of the share capital of the Company in issue as at the date of the passing of the ordinary resolution approving the grant of the New Issue Mandate at the Annual General Meeting. As at the Latest Practicable Date, the issued share capital of the Company comprised 1,045,000,000 Shares. Subject to the passing of the proposed resolution approving the grant of the New Issue Mandate and on the basis that no further Shares will be allotted and issued or repurchased by the Company before the Annual General Meeting, the Company will be allowed under the New Issue Mandate to issue a maximum of 209,000,000 Shares. In addition, an ordinary resolution will be proposed that the Directors be authorised to allot, issue or otherwise deal with shares of the Company in an amount equal to the aggregate issued share capital of the Company repurchased under the Repurchase Mandate.

CLOSURE OF REGISTER OF MEMBERS

The register of members of the Company will be closed from 21 May 2008 to 22 May 2008, both days inclusive, during which period no transfer of shares will be registered for the purpose of determining the identity of Shareholders who are entitled to attend the Annual General Meeting.

Shareholders are reminded that in order to qualify for attending the Annual General Meeting, they must ensure that all transfers accompanied by the relevant share certificates and the appropriate transfer forms must be lodged with the Registrar, Tricor Investor Services Limited at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong, not later than 4:30 p.m. on 20 May 2008.

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LETTER FROM THE BOARD

RE-ELECTION OF DIRECTORS AND APPOINTMENT OF DIRECTORS

Pursuant to article 112 of the articles of association of the Company, any Director appointed by the Board to fill a casual vacancy or as an additional Director shall hold office only until the next following annual general meeting of the Company and shall then be eligible for re-election at the meeting but shall not be taken into account in determining the Directors or the number of Directors who are to retire by rotation at such meeting.

By virtue of article 112 of the articles of association of the Company, the office of all the Directors, namely Mr. Kong Zhanpeng, Mr. Zhang Fusheng, Ms. Wang Guifeng and Ms. Ge Yanping, all being executive Directors, and Ms. Fung Siu Wan Stella, Mr. Yan Man Sing Frankie, Mr. Ho Lic Ki and Mr. Gao Yunchun, all being independent non-executive Directors, will end at the Annual General Meeting. Save for Ms. Fung Siu Wan Stella, all the Directors, being eligible, will offer themselves for re-election at the Annual General Meeting, while Ms. Fung Siu Wan Stella will not offer herself for reelection.

In addition, the Board recommends to appoint Mr. Zhang Fazheng as an executive Director and Mr. Chan Yuk Tong as an independent non-executive Director and ordinary resolutions for the appointment of Mr. Zhang Fazheng and Mr. Chan Yuk Tong will be put forward for shareholders’ approval at the Annual General Meeting.

Details of each of the Directors who are proposed to be re-elected or appointed at the Annual General Meeting are set out in Appendix III to this circular.

ACTION TO BE TAKEN

The AGM Notice is set out on pages 18 to 22 of this circular. At the Annual General Meeting, resolutions will be proposed to approve, among other matters, the following:

• (a) to grant the Repurchase Mandate to the Directors;

• (b) to grant the New Issue Mandate to the Directors;

• (c) to increase the number of shares of the Company that may be allotted, issued or otherwise dealt with under the New Issue Mandate by such number of additional shares of the Company with an aggregate nominal value equal to the aggregate issued share capital of the Company repurchased under the Repurchase Mandate;

• (d) to approve the re-election of Directors; and

• (e) to approve the appointment of Directors.

Enclosed with this circular is a form of proxy for use at the Annual General Meeting. Whether or not you intend to be present at the Annual General Meeting, you are requested to complete the form of proxy and return it to the Registrar in accordance with the instructions printed thereon no less than 48 hours before the time fixed for holding the Annual General Meeting or any adjournment thereof. Completion and delivery of the form of proxy will not prevent you from attending, and voting at, the Annual General Meeting or any adjournment thereof if you so wish.

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LETTER FROM THE BOARD

RECOMMENDATION

The Directors consider that the grant of the Repurchase Mandate and the New Issue Mandate are in the best interests of the Company and the Shareholders and so recommend that you vote in favour of the relevant resolutions to be proposed at the Annual General Meeting.

ADDITIONAL INFORMATION

Your attention is drawn to the additional information set out in the appendices to this circular and the AGM Notice.

By order of the Board Global Sweeteners Holdings Limited Kong Zhanpeng Chairman

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EXPLANATORY STATEMENT

APPENDIX I

This appendix serves as an explanatory statement, as required by the Listing Rules, to provide the requisite information to enable you to make an informed decision whether to vote for or against the resolution to approve the grant of the Repurchase Mandate to the Directors.

1. LISTING RULES RELATING TO THE REPURCHASE OF SHARES

The Listing Rules permit companies whose primary listing is on the Stock Exchange to repurchase their shares on the Stock Exchange subject to certain restrictions, the most important of which is summarised below. The Company is empowered by its memorandum and articles of association to repurchase its own shares.

(a) Shareholders’ approval

The Listing Rules provide that all on-market shares repurchased by a company with its primary listing on the Stock Exchange must be approved in advance by an ordinary resolution, either by way of a general mandate or by specific approval with reference to a specific transaction.

(b) Source of funds

Repurchase must be paid out of funds legally available for the purpose and in accordance with the Company’s memorandum and articles of association and the Companies Law. A listed company may not repurchase its own securities on the Stock Exchange for a consideration other than cash or for settlement otherwise than in accordance with the trading rules of the Stock Exchange. Under Cayman Islands law, repurchases by a company may only be made out of profits of the company or out of the proceeds of a fresh issue of shares made for the purpose, or, if so authorised by its memorandum and articles of association and subject to the provisions of the Companies Law, out of capital. Any premium payable on a redemption or purchase over the par value of the shares to be purchased must be provided for out of profits of the company or out of the company’s share premium account, or, if so authorised by its memorandum and articles of association and subject to the provisions of the Companies Law, out of capital.

(c) Trading restrictions

Where the securities to be repurchased by a company are shares, such shares must be fully paid shares.

2. SHARE CAPITAL

As at the Latest Practicable Date, the issued share capital of the Company comprised 1,045,000,000 Shares.

Subject to the passing of the proposed resolution for the grant of the Repurchase Mandate and on the basis that no further Shares will be allotted and issued or repurchased by the Company before the Annual General Meeting, the Company will be allowed under the Repurchase Mandate to repurchase a maximum of 104,500,000 Shares.

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EXPLANATORY STATEMENT

APPENDIX I

3. REASONS FOR THE REPURCHASE

The Directors believe that the Repurchase Mandate is in the best interests of the Company and the Shareholders. An exercise of the Repurchase Mandate may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net asset value per Share and/or earnings per Share and will only be made if the Directors believe that such repurchases will benefit the Company and its Shareholders.

4. FUNDING OF REPURCHASES

In repurchasing Shares, the Company may only apply funds legally available for such purpose in accordance with its memorandum and articles of association, the Listing Rules and the applicable laws of the Cayman Islands.

Taking into account the current working capital position of the Group, the Directors consider that, if the Repurchase Mandate were to be exercised in full, it might have a material adverse effect on the working capital and/or the gearing position of the Group as compared with the position as at 31 December 2007, being the date on which its latest published audited consolidated accounts were made up. However, the Directors do not intend to make any repurchases to such an extent as would, in the circumstances, have a material adverse effect on the working capital requirements or the gearing position of the Group which in the opinion of the Directors are from time to time appropriate for the Group.

5. SHARE PRICES

The highest and lowest prices at which the Shares have been traded on the Stock Exchange in each of the calendar months from 20 September 2007 (being the date on which the Shares first commenced dealings on the Stock Exchange) to the Latest Practicable Date are as follows:

	Highest	Lowest
	HK$	HK$
2007
September	2.17	1.93
October	2.32	1.62
November	1.66	1.07
December	1.46	1.29
2008
January	1.81	1.20
February	1.55	1.26
March	1.46	1.07
April (Note)	1.29	1.18

Note: up to the Latest Practicable Date

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EXPLANATORY STATEMENT

APPENDIX I

6. DISCLOSURE OF INTERESTS AND MINIMUM PUBLIC HOLDING

None of the Directors or, to the best of their knowledge, having made all reasonable enquiries, their associates (as defined in the Listing Rules), have any present intention to sell any Shares to the Company if the Repurchase Mandate is approved at the Annual General Meeting and exercised.

The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they will exercise the power of the Company to make purchases of the Shares pursuant to the Repurchase Mandate in accordance with the Listing Rules, applicable laws of the Cayman Islands and the regulations set out in the memorandum and articles of association of the Company.

If a Shareholder’s proportionate interest in the voting rights of the Company increases on the Company exercising its powers to repurchase securities pursuant to the Repurchase Mandate, such increase will be treated as an acquisition for the purposes of Rule 32 of the Takeovers Code. As a result, a Shareholder or a group of Shareholders acting in concert could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rules 26 and 32 of the Takeovers Code.

As at the Latest Practicable Date, according to the register of members kept by the Company pursuant to section 336 of the SFO and so far as is known to, or can be ascertained after reasonable enquiry by the Directors, GBT, through its wholly owned subsidiary Global Corn Bio-chem Technology Company Limited held approximately 66.99 per cent. of the then existing issued Shares. On the basis of 1,045,000,000 Shares in issue as at the Latest Practicable Date and assuming no further Shares will be allotted and issued or repurchased before the Annual General Meeting, if the Repurchase Mandate were exercised in full, the percentage shareholding of GBT, through Global Corn Bio-chem Technology Company Limited, in the Company would increase to approximately 74.43 per cent. of the then issued Shares.

On the basis of the shareholding interests of GBT and Global Corn Bio-chem Technology Company Limited in the Company, an exercise of the Repurchase Mandate in full would not result in any of them becoming obliged to make a mandatory offer under Rule 26 of the Takeovers Code.

The Directors also have no intention to exercise the Repurchase Mandate to such an extent that will result in the number of Shares in the hands of public falling below the prescribed minimum percentage of 25 per cent.

As at the Latest Practicable Date, no connected person of the Company had notified the Company that he/she/it has a present intention to sell any securities to the Company nor has such connected person undertaken not to sell any of the securities held by him/her/it to the Company in the event that the Repurchase Mandate is granted.

7. SECURITIES REPURCHASE MADE BY THE COMPANY

The Company had not purchased any of the Shares (whether on the Stock Exchange or otherwise) during the six months immediately preceding the Latest Practicable Date.

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PROCEDURE TO DEMAND A POLL

APPENDIX II

Pursuant to article 72 of the articles of association of the Company, at any general meeting of the Company (including the Annual General Meeting) a resolution put to the vote of the meeting shall be decided on a show of hands unless voting by way of poll is required by the Listing Rules or a poll is (before or on the declaration of the result of the show of hands or on the withdrawal of any other demand for a poll) demanded:

• (i) by the Chairman of the meeting; or

• (ii) by at least three Shareholders present in person (or, in the case of a Shareholder being a corporation, by its duly authorised representative) or by proxy for the time being entitled to vote at the meeting; or

• (iii) by any Shareholder or Shareholders present in person (or, in the case of a Shareholder being a corporation, by its duly authorised representative) or by proxy and representing not less than one-tenth of the total voting rights of all the Shareholders having the right to vote at the meeting; or

• (iv) by a Shareholder or Shareholders present in person (or, in the case of a Shareholder being a corporation, by its duly authorised representative) or by proxy and holding shares in the Company conferring a right to vote at the meeting being shares on which an aggregate sum has been paid up equal to not less than one-tenth of the total sum paid up on all the shares conferring that right; or

• (v) by any Director or Directors who, individually or collectively, hold proxies in respect of shares in the Company representing five per cent. (5%) or more of the total voting rights of all the shareholders having the right to vote at such meeting.

– 10 –

PARTICULARS OF DIRECTORS FOR RE-ELECTION AND APPOINTMENT

APPENDIX III

The particulars of the Directors eligible for re-election at the Annual General Meeting are set out below:

EXECUTIVE DIRECTORS

Mr. Kong Zhanpeng

Mr. Kong Zhanpeng, aged 44, is the executive Director and Chairman of the Company and is responsible for the Group’s overall business development and corporate management. He graduated from the China Textile University with a bachelor’s degree in textile engineering and a diploma in international trade from the China Textile University. Mr. Kong has over 12 years of experience in investments and corn-refined/corn-based manufacturing industry and over six years of experience in corn sweetener industry through the various functions and corporate investment projects he was involved in with the GBT Group since its establishment. He joined the GBT Group in 1994 as a director of a subsidiary of GBT and was a director of GBT prior to the listing of the Company. He is beneficially interested in more than 5% interest in the share capital of GBT.

As at the Latest Practicable Date, Mr. Kong did not have any interest in the shares or underlying shares in the Company within the meaning of Part XV of the SFO. Save as disclosed above, in the three years preceding the Latest Practicable Date, Mr. Kong did not hold any directorship in other listed public companies or any other major appointments and qualifications. Save for Mr. Kong’s interest in approximately 8.01% the issued share capital of GBT, he was not related to any other directors, senior management, substantial or controlling shareholders of the Company as at the Latest Practicable Date.

Mr. Kong has entered into a service contract with the Company for an initial term of three years commencing from 1 September 2007, which shall be renewed and extended automatically by one year on the expiry of such initial term or at any time thereafter, unless terminated by at least three months’ written notice served by either party at any time during the then existing term. Under the service contract, Mr. Kong is entitled to a basic salary subject to an annual increment after 1 January 2008 at the discretion of the Directors of not more than 15% of the annual salary immediately prior to such increase. The current annual salary of Mr. Kong is HK$2,760,000. Further, he is also entitled to a discretionary management bonus provided that the aggregate amount of the bonuses payable to all the executive Directors for any financial year of the Company may not exceed 5% of the audited combined or consolidated audited net profit of the Group (after taxation and minority interests and payment of such bonuses but before extraordinary items) in respect of that financial year of the Company. Mr. Kong’s emolument is determined by the Board with reference to his duties, responsibilities, performance and results of the Group.

Mr. Zhang Fusheng

Mr. Zhang Fusheng, aged 35, an executive Director, is responsible for the sales and marketing of the Group. Mr. Zhang graduated from 吉林大學商學院 (Commerce Department of Jilin University) in 2007, majoring in business administration. He was accredited as one of the 十大傑出（優秀）青年企業 家 (Ten Outstanding Youth Entrepreneur) by Changchun City in 2004. He was appointed as the general manager and the sales and marketing department manager of Changchun Dihao in March 1999 and joined the Group in October 2004 after the Group acquired 75% of Changchun Dihao. He has been the

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PARTICULARS OF DIRECTORS FOR RE-ELECTION AND APPOINTMENT

APPENDIX III

sales manager of Dihao Crystal since its establishment in May 2006. Mr. Zhang has over 10 years of experience in production, sales and marketing and accumulated over eight years of experience in the sweetener industry since he joined Changchun Dihao.

As at the Latest Practicable Date, Mr. Zhang did not have any interest in the shares or underlying shares in the Company within the meaning of Part XV of the SFO. Save as disclosed above, in the three years preceding the Latest Practicable Date, Mr. Zhang did not hold any directorship in other listed public companies or any other major appointments and qualifications.

Mr. Zhang is the son of Mr. Zhang Fazheng, the proposed executive Director. Save as aforesaid, Mr. Zhang was not related to any other directors, senior management, substantial or controlling shareholders (as defined in the Listing Rules) of the Company as at the Latest Practicable Date.

Mr. Zhang has entered into a service contract with the Company for an initial term of three years commencing from 1 September 2007, which shall be renewed and extended automatically by one year on the expiry of such initial term or at any time thereafter, unless terminated by at least three months’ written notice served by either party at any time during the then existing term. Under the service contract, he is entitled to a basic salary subject to an annual increment after 1 January 2008 at the discretion of the Directors of not more than 15% of the annual salary immediately prior to such increase. The current annual salary of Mr. Zhang is HK$360,000. Further, he is also entitled to a discretionary management bonus provided that the aggregate amount of the bonuses payable to all the executive Directors for any financial year of the Company may not exceed 5% of the audited combined or consolidated audited net profit of the Group (after taxation and minority interests and payment of such bonuses but before extraordinary items) in respect of that financial year of the Company. Mr. Zhang’s emolument is determined by the Board with reference to his duties, responsibilities, performance and results of the Group.

Ms. Wang Guifeng

Ms. Wang Guifeng, aged 57, an executive Director, is responsible for overseeing the finance and accounting functions of the Group’s business in the PRC. Ms. Wang graduated from 長春職業業餘大學 (Changchun Vocational University) in 1983, majoring in industrial accountancy. She is a member of the Chinese Institute of Certified Public Accountants with over 18 years of experience in accounting and financial resources management.

As at the Latest Practicable Date, Ms. Wang did not have any interest in the shares or underlying shares in the Company within the meaning of Part XV of the SFO. Save as disclosed above, in the three years preceding the Latest Practicable Date, Ms. Wang did not hold any directorship in other listed public companies or any other major appointments or qualifications. Ms. Wang was not related to any other directors, senior management, substantial or controlling shareholders (as defined in the Listing Rules) of the Company as at the Latest Practicable Date.

Ms. Wang has entered into a service contract with the Company for an initial term of three years commencing from 1 September 2007, which shall be renewed and extended automatically by one year on the expiry of such initial term or at any time thereafter, unless terminated by at least three months’ written notice served by either party at any time during the then existing term. Under the service contract, she is entitled to a basic salary subject to an annual increment after 1 January 2008 at the

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PARTICULARS OF DIRECTORS FOR RE-ELECTION AND APPOINTMENT

APPENDIX III

discretion of the Directors of not more than 15% of the annual salary immediately prior to such increase. The current annual salary of Ms. Wang is HK$600,000. Further, she is also entitled to a discretionary management bonus provided that the aggregate amount of the bonuses payable to all the executive Directors for any financial year of the Company may not exceed 5% of the audited combined or consolidated audited net profit of the Group (after taxation and minority interests and payment of such bonuses but before extraordinary items) in respect of that financial year of the Company. Ms. Wang’s emolument is determined by the Board with reference to his duties, responsibilities, performance and results of the Group.

Ms. Ge Yanping

Ms. Ge Yanping, aged 39, an executive Director, is responsible for the daily production and quality control management of the production plants of the Group in Shanghai. Ms. Ge graduated from 吉林省通化師範學院 (Teachers’ College to Jilin Normal University) in 2005, majoring in Chinese literature. Ms. Ge has over 8 years of experience in the production and quality control of chemical products.

As at the Latest Practicable Date, Ms. Ge did not have any interest in the shares or underlying shares in the Company within the meaning of Part XV of the SFO. Save as disclosed above, in the three years preceding the Latest Practicable Date, Ms. Ge did not hold any directorship in other listed public companies or any other major appointments or qualifications. Ms. Ge was not related to any other directors, senior management, substantial or controlling shareholders (as defined in the Listing Rules) of the Company as at the Latest Practicable Date.

Ms. Ge has entered into a service contract with the Company for an initial term of three years commencing from 1 September 2007, which shall be renewed and extended automatically by one year on the expiry of such initial term or at any time thereafter, unless terminated by at least three months’ written notice served by either party at any time during the then existing term. Under the service contract, she is entitled to a basic salary subject to an annual increment after 1 January 2008 at the discretion of the Directors of not more than 15% of the annual salary immediately prior to such increase. The current annual salary of Ms. Ge is HK$360,000. Further, she is also entitled to a discretionary management bonus provided that the aggregate amount of the bonuses payable to all the executive Directors for any financial year of the Company may not exceed 5% of the audited combined or consolidated audited net profit of the Group (after taxation and minority interests and payment of such bonuses but before extraordinary items) in respect of that financial year of the Company. Ms. Ge’s emolument is determined by the Board with reference to her duties, responsibilities, performance and results of the Group.

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PARTICULARS OF DIRECTORS FOR RE-ELECTION AND APPOINTMENT

APPENDIX III

INDEPENDENT NON-EXECUTIVE DIRECTORS

Mr. Yan Man Sing Frankie

Mr. Yan Man Sing Frankie, aged 50, is an independent non-executive Director. Mr. Yan obtained a professional diploma in accountancy from the Hong Kong Polytechnic University (then known as Hong Kong Polytechnic) in 1983 and has over 10 years of experience in financial management and corporate governance. He has been a member of the Hong Kong Institute of Certified Public Accountants since 1986 and a fellow of The Association of Chartered Certified Accountants since 1991. Mr. Yan worked at the listing division of the Stock Exchange during 1997 to 2000. He joined Dao Heng Securities Limited in 2000 as an associate director of the corporate finance department and was a director at Dao Heng Securities Limited from 2004 to 2005. During his employment at Dao Heng Securities Limited, Mr. Yan provided corporate finance, compliance and corporate governance advisory services to clients. He was the chief operation officer of Honesty Treasure International Holdings Limited, whose shares are listed on the Main Board of the Stock Exchange.

As at the Latest Practicable Date, Mr. Yan did not have any interest in the shares or underlying shares in the Company within the meaning of Part XV of the SFO. Save as disclosed above, in the three years preceding the Latest Practicable Date, Mr. Yan did not hold any directorship in other listed public companies or any other major appointments or qualifications. Mr. Yan was not related to any other directors, senior management, substantial or controlling shareholders (as defined in the Listing Rules) of the Company as at the Latest Practicable Date.

Mr. Yan has been appointed as an independent non-executive Director for an initial term of two years commencing from 1 September 2007, renewable automatically for successive term of two years each commencing from the next day after the expiry of the then current term of appointment, unless terminated by not less than three months’ notice in writing served by either Mr. Yan or the Company at any time during the then existing term. Unless determined otherwise, Mr. Yan shall be paid a director’s fee of HK$360,000 per annum for acting as an independent non-executive Director, the chairman of the audit committee and the independent supervisory committee of the Board in relation to the continuing connected transactions between the Group and the GBT Group. The director’s fee of Mr. Yan is determined by the Board with reference to his duties and responsibilities. Save for directors’ fees, Mr. Yan is not expected to receive any other remuneration for holding his office as an independent nonexecutive Director.

Mr. Ho Lic Ki

Mr. Ho Lic Ki, aged 59, is an independent non-executive Director. Mr. Ho completed the Chinese Senior Bankers Program offered by the University of Washington, Seattle, the US in cooperation with the Bank of China (Hong Kong) in 1991. The Chinese Senior Bankers Program was developed by the Council on International Educational Exchange, an organization in the United States composed mainly of US institutions of higher education, on behalf of the Bank of China. It was a five-week customdesigned seminar on the US banking system at the University of Washington for bankers from China, Hong Kong and Macao. After that Mr. Ho obtained a Foundation Diploma in Management from the University of Hong Kong in 1994 and attended a short course from 中國人民大學 (Renmin University of China) in 1997. From 1965 to 2001, he worked at the Hong Kong branch of the Kwangtung

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PARTICULARS OF DIRECTORS FOR RE-ELECTION AND APPOINTMENT

APPENDIX III

Provincial Bank where his last designation was branch deputy general manager. Mr. Ho retired as the deputy general manager of the special assets management department of the Bank of China (Hong Kong) Limited. He has about 40 years of experience in banking, finance and asset management.

As at the Latest Practicable Date, Mr. Ho did not have any interest in the shares or underlying shares in the Company within the meaning of Part XV of the SFO. Save as disclosed above, in the three years preceding the Latest Practicable Date, Mr. Ho did not hold any directorship in other listed public companies or any other major appointments or qualifications. Mr. Ho was not related to any other directors, senior management, substantial or controlling shareholders (as defined in the Listing Rules) of the Company as at the Latest Practicable Date.

Mr. Ho has been appointed as an independent non-executive Director for an initial term of two years commencing from 1 September 2007, renewable automatically for successive term of two years each commencing from the next day after the expiry of the then current term of appointment, unless terminated by not less than three months’ notice in writing served by either Mr. Ho or the Company at any time during the then existing term. Unless determined otherwise, Mr. Ho shall be paid a director’s fee of HK$240,000 per annum. The director’s fee of Mr. Ho is determined by the Board with reference to his duties and responsibilities. Save for directors’ fees, Mr. Ho is not expected to receive any other remuneration for holding his office as an independent non-executive Director and chairman of the above Board committees of the Company.

Mr. Gao Yunchun

Mr. Gao Yunchun, aged 43, is an independent non-executive Director. Mr. Gao graduated from 天 津大學 (Tianjin University) with a bachelor degree in chemical engineering in 1987 and has about 10 years of experience in the field of chemical engineering and corn-refinery industry. Since 1989, Mr. Gao has been working for 吉林省石油化工設計研究院 (Jilin Petrochemical Design and Research Institute), a research institute in the Jilin Province which researches into various fields such as petrochemical, chemicals, pharmaceuticals and corn manufacturing, and is now the vice president of the Institute. Mr. Gao has extensive knowledge and experience in corn-refined/corn-based manufacturing which is of relevance to the Group’s business.

As at the Latest Practicable Date, Mr. Gao did not have any interest in the shares or underlying shares in the Company within the meaning of Part XV of the SFO. Save as disclosed above, in the three years preceding the Latest Practicable Date, Mr. Gao did not hold any directorship in other listed public companies or any other major appointments. Mr. Gao was not related to any other directors, senior management, substantial or controlling shareholders (as defined in the Listing Rules) of the Company as at the Latest Practicable Date.

Mr. Gao has been appointed as an independent non-executive Director for an initial term of two years commencing from 1 September 2007, renewable automatically for successive term of two years each commencing from the next day after the expiry of the then current term of appointment, unless terminated by not less than three months’ notice in writing served by either Mr. Gao or the Company at any time during the then existing term. Unless determined otherwise, Mr. Gao shall be paid a director’s fee of HK$240,000 per annum. The director’s fee of Mr. Gao is determined by the Board with reference to his duties and responsibilities. Save for directors’ fees, Mr. Gao is not expected to receive any other remuneration for holding his office as an independent non-executive Director.

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PARTICULARS OF DIRECTORS FOR RE-ELECTION AND APPOINTMENT

APPENDIX III

In addition, the Board recommends to appoint Mr. Zhang Fazheng as an executive Director and Mr. Chan Yuk Tong as an independent non-executive Director and ordinary resolutions for the appointment of Mr. Zhang Fazheng and Mr. Chan Yuk Tong will be put forward for shareholders’ approval at the Annual General Meeting. The biographies of Mr. Zhang Fazheng and Mr. Chan Yuk Tong are as follows:

Mr. Zhang Fazheng

Mr. Zhang Fazheng, aged 58, is responsible for overseeing the Group’s operation management and product development. Mr. Zhang joined the Group as general manager of Hao Cheng since its establishment in 1998. He has over 20 years of experience in the management of production plant. He graduated from Jilin Finance and Trade College in 1992, majoring in corporate accounting.

As at the Latest Practicable Date, Mr. Zhang did not have any interest in the shares or underlying shares in the Company within the meaning of Part XV of the SFO. Save as disclosed above, in the three years preceding the Latest Practicable Date, Mr. Zhang did not hold any directorship in other listed public companies or any other major appointments or qualifications. Mr. Zhang is the father of Mr. Zhang Fusheng, an executive Director. Save as disclosed above, he is not related to any other directors, or any senior management or substantial or controlling shareholders of the Company.

Conditional on the passing of the shareholders’ resolution for his appointment at the Annual General Meeting, Mr. Zhang will enter into a service contract with the Company for an initial term of three years commencing from 1 June 2008, which shall be renewed and extended automatically by one year on the expiry of such initial term or at any time thereafter, unless terminated by at least three months’ written notice served by either party at any time during the then existing term. Under the service contract, Mr. Zhang shall be entitled to a basic salary subject to an annual increment after 1 January 2009 at the discretion of the Directors of not more than 15% of the annual salary immediately prior to such increase. The proposed annual salary of Mr. Zhang is HK$360,000. Further, he is also entitled to a discretionary management bonus provided that the aggregate amount of the bonuses payable to all the executive Directors for any financial year of the Company may not exceed 5% of the audited combined or consolidated audited net profit of the Group (after taxation and minority interests and payment of such bonuses but before extraordinary items) in respect of that financial year of the Company. Mr. Zhang’s emolument is determined by the Board with reference to his duties, responsibilities, performance and results of the Group.

Mr. Chan Yuk Tong

Mr. Chan Yuk Tong, aged 45, holds a Bachelor’s degree in Commerce from the University of Newcastle in Australia and a Master’s degree in Business Administration from the Chinese University of Hong Kong. He has more than 20 years of experience in auditing, accounting, management consultancy and financial advisory services. Mr. Chan is a practising fellow member of the Hong Kong Institute of Certified Public Accountants and a member of CPA Australia. Mr. Chan is a non-executive director of Vitop Bioenergy Holdings Limited, the shares of which are are listed on both the Main Board of The Stock Exchange of Hong Kong Limited. He is also an independent non-executive director of Carico Holdings Limited, Daisho Microline Holdings Limited, Kam Hing International Holdings Limited and Sichuan Xinhua Winshare Chainstore Co., Ltd., the shares of these companies are listed on the Main Board of The Stock Exchange of Hong Kong Limited. Mr. Chan is an independent non-executive

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PARTICULARS OF DIRECTORS FOR RE-ELECTION AND APPOINTMENT

APPENDIX III

director of Anhui Conch Cement Company Limited, the shares of which are listed on both the Main Board of The Stock Exchange of Hong Kong Limited and the Shanghai Stock Exchange. He was also an independent non-executive director of Luks Industrial (Group) Limited and World Trade Bun Kee Limited, listed companies in Hong Kong, during the period from 30 September 2004 to 1 December 2005 and from 1 January 2007 to 3 July 2007, respectively. Mr. Chan shall be appointed as a member of the audit committee and CCT Supervisory Committee of the Company.

As at the Latest Practicable Date, Mr. Chan did not have any interest in the shares or underlying shares in the Company within the meaning of Part XV of the SFO. Save as disclosed above, in the three years preceding the Latest Practicable Date, Mr. Chan did not hold any directorship in other listed public companies or any other major appointments or qualifications. Mr. Chan was not related to any other directors, senior management, substantial or controlling shareholders (as defined in the Listing Rules) of the Company as at the Latest Practicable Date.

Conditional on the passing of the shareholders’ resolution for his appointment at the Annual General Meeting, Mr. Chan will be appointed as an independent non-executive Director for an initial term of two years commencing from 1 June 2008, renewable automatically for successive term of two years each commencing from the next day after the expiry of the then current term of appointment, unless terminated by not less than three months’ notice in writing served by either Mr. Chan or the Company at any time during the then existing term. Unless determined otherwise, Mr. Chan shall be paid a director’s fee of HK$240,000 per annum. The director’s fee of Mr. Chan is determined by the Board with reference to his duties and responsibilities. Save for the directors fees, Mr. Chan is not expected to receive any other remuneration for holding his office as an independent non-executive Director of the Company.

GENERAL

There are no other matters concerning any of the above Directors that need to be brought to the attention of the Shareholders in relation to their re-election or appointment as Directors and there is no other information which is discloseable pursuant to any of the requirements set out in Rule 13.51(2) of the Listing Rules.

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NOTICE OF ANNUAL GENERAL MEETING

==> picture [84 x 76] intentionally omitted <==

GLOBAL SWEETENERS HOLDINGS LIMITED

大 成 糖 業 控 股 有 限 公 司[*]

(incorporated in the Cayman Islands with limited liability)

(Stock code: 3889)

NOTICE IS HEREBY GIVEN that the annual general meeting of Global Sweeteners Holdings Limited (‘‘Company’’) will be held at 3:00 p.m. on Thursday, 22 May 2008 at Huashan Room, 5/F., Island Shangri-La, Pacific Place, Supreme Court Road, Central, Hong Kong for the following purposes:

1. to receive and approve the audited consolidated financial statements and the reports of the directors (‘‘Directors’’) of the Company and the auditors of the Company for the year ended 31 December 2007;

2. each as separate resolution, to re-elect the retiring Directors and to authorise the board of Directors to fix the Directors’ remuneration;

3. each as separate resolution, to appoint the new Directors and to authorise the board of Directors to fix their remuneration;

4. to re-appoint the auditors and to authorise the board of Directors to fix their remuneration;

and, as further ordinary business, to consider and, if thought fit, pass the following resolutions as ordinary resolutions (with or without modifications) respectively:

ORDINARY RESOLUTIONS

1. ‘‘THAT:

   • (a) subject to paragraph (c) below, pursuant to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, the exercise by the directors of the Company during the Relevant Period of all the powers of the Company to allot, issue or otherwise deal with the unissued shares in the capital of the Company and to make or grant offers, agreements and options, including warrants to subscribe for shares in the Company, which might require the exercise of such powers be and the same is hereby generally and unconditionally approved;

   • (b) the approval in paragraph (a) above shall authorise the directors of the Company during the Relevant Period to make or grant offers, agreements and options, including warrants to subscribe for shares in the Company, which might require the exercise of such powers after the end of the Relevant Period;

2. for identification purposes only

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NOTICE OF ANNUAL GENERAL MEETING

• (c) the aggregate nominal amount of share capital allotted and issued or agreed conditionally or unconditionally to be allotted and issued (whether pursuant to options or otherwise) by the directors of the Company pursuant to the approval in paragraph (a) above, otherwise than pursuant to (i) a Rights Issue; or (ii) the exercise of any options granted under the share option scheme of the Company; or (iii) any scrip dividend or similar arrangements providing for the allotment and issue of shares in the Company in lieu of the whole or part of a dividend on shares in the Company in accordance with the articles of association of the Company in force from time to time; or (iv) any issue of shares in the Company upon the exercise of rights of subscription or conversion under the terms of any warrants of the Company or any securities which are convertible into shares in the Company shall not exceed the aggregate of:

• (i) 20 per cent. of the aggregate nominal amount of the share capital of the Company in issue on the date of the passing of this resolution; and

• (ii) (if the directors of the Company are so authorised by a separate ordinary resolution of the shareholders of the Company) the aggregate nominal amount of any share capital of the Company purchased by the Company subsequent to the passing of this resolution (up to a maximum equivalent to 10 per cent. of the aggregate nominal amount of the share capital of the Company in issue on the date of the passing of this resolution),

and the authority pursuant to paragraph (a) of this resolution shall be limited accordingly; and

• (d) for the purposes of this resolution:

‘‘Relevant Period’’ means the period from the date of the passing of this resolution until whichever is the earliest of:

• (i) the conclusion of the next annual general meeting of the Company;

• (ii) the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company, the Companies Law, Chapter 22 (Law 3 of 1961, as consolidated and revised) of the Cayman Islands or any other applicable law of the Cayman Islands to be held; and

• (iii) the passing of an ordinary resolution by the shareholders of the Company in general meeting revoking or varying the authority given to the directors of the Company by this resolution;

‘‘Rights Issue’’ means an offer of shares in the Company, or offer or issue of warrants, options or other securities giving rights to subscribe for shares in the Company open for a period fixed by the directors of the Company to holders of shares on the Company’s register of members on a fixed record date in proportion to their then holdings of shares (subject to such exclusion or other arrangements as the directors of the Company may deem necessary or expedient in relation to fractional entitlements, or having regard to any restrictions or obligations under the laws of, or the requirements of, or the expense

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NOTICE OF ANNUAL GENERAL MEETING

or delay which may be involved in determining the existence or extent of any restrictions or obligations under the laws of, or the requirements of, any jurisdiction outside Hong Kong or any recognised regulatory body or any stock exchange outside Hong Kong).’’

1. ‘‘THAT:

2. (a) subject to paragraph (b) below, the exercise by the directors of the Company during the Relevant Period of all powers of the Company to purchase shares in the capital of the Company on The Stock Exchange of Hong Kong Limited (‘‘Stock Exchange’’) or any other stock exchange on which the shares in the Company may be listed and recognised by the Securities and Futures Commission of Hong Kong (‘‘SFC’’) and the Stock Exchange for such purpose, and otherwise in accordance with the rules and regulations of the SFC, the Stock Exchange, the Companies Law, Chapter 22 (Law 3 of 1961, as consolidated and revised) of the Cayman Islands (‘‘Companies Law’’) and all other applicable laws in this regard, be and the same is hereby generally and unconditionally approved;

3. (b) the aggregate nominal amount of shares in the Company which may be purchased or agreed to be purchased by the Company pursuant to the approval in paragraph (a) during the Relevant Period shall not exceed 10 per cent. of the aggregate nominal amount of the issued share capital of the Company as at the date of the passing of this resolution and the authority pursuant to paragraph (a) of this resolution shall be limited accordingly; and

4. (c) for the purposes of this resolution, ‘‘Relevant Period’’ means the period from the date of the passing of this resolution until whichever is the earliest of:

   • (i) the conclusion of the next annual general meeting of the Company;

   • (ii) the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company, the Companies Law or any other applicable law of the Cayman Islands to be held; and

   • (iii) the passing of an ordinary resolution by the shareholders of the Company in general meeting revoking or varying the authority given to the directors of the Company by this resolution.’’

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NOTICE OF ANNUAL GENERAL MEETING

1. ‘‘THAT conditional on the passing of resolutions numbered 5 and 6 above, the general mandate granted to the directors of the Company pursuant to paragraph (a) of resolution numbered 5 above be and it is hereby extended by the addition to the aggregate nominal amount of the shares in the capital of the Company which may be allotted or agreed conditionally or unconditionally to be allotted by the directors of the Company pursuant to or in accordance with such general mandate of an amount representing the aggregate nominal amount of the share capital of the Company purchased by the Company pursuant to or in accordance with the authority granted under paragraph (a) of resolution numbered 6 above.’’

By order of the Board Global Sweeteners Holdings Limited Kong Zhanpeng Chairman

Hong Kong, 22 April 2008 Registered office: Head office and principal place Cricket Square of business in Hong Kong: Hutchins Drive Unit 2403, Admiralty Centre P.O. Box 2681 Tower II Grand Cayman KY1-1111 18 Harcourt Road Cayman Islands Hong Kong

Notes:

• 1 A member entitled to attend and vote at the meeting convened by the above notice is entitled to appoint one or more proxies to attend and, subject to the provisions of the articles of association of the Company, vote in his stead. A proxy need not be a member of the Company.

• 2 To be valid, the form of proxy together with a power of attorney or other authority, if any, under which it is signed or a notarially certified copy of such power or authority must be deposited at the offices of the Company’s Hong Kong branch share registrar, Tricor Investor Services Limited at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong no later than 48 hours before the time of the meeting or any adjournment thereof.

• The register of members of the Company will be closed from 21 May 2008 to 22 May 2008, both days inclusive, during which no transfer of shares will be effected. In order to qualify for attending the Annual General Meeting, all transfers of shares, accompanied by the relevant share certificates, must be lodged with the Company’s branch registrar in Hong Kong at the address stated in note 2 above no later than 4:30 p.m. on 20 May 2008 for registration.

• 4 In relation to the proposed resolutions numbered 5 and 7 above, approval is being sought from the shareholders for the grant to the Directors of a general mandate to authorise the allotment and issue of shares under the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (‘‘Listing Rules’’). The Directors have no immediate plans to issue any new shares other than shares which may fall to be issued upon the exercise of options granted under the share option scheme of the Company or otherwise or any scrip dividend scheme of the Company which may be approved by the shareholders of the Company.

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NOTICE OF ANNUAL GENERAL MEETING

• 5 In relation to the proposed resolution no. 6 above, the Directors wish to state that they will exercise the powers conferred thereby to purchase shares of the Company in circumstances which they deem appropriate for the benefit of the shareholders. An explanatory statement containing the information necessary to enable the shareholders to make an informed decision to vote on the proposed resolution as required by the Listing Rules is set out in an appendix to the circular of the Company to be despatched to the shareholders.

• As at the date of this notice, the board of Directors comprises four executive Directors, namely, Mr. Kong Zhanpeng, Mr. Zhang Fusheng, Ms. Wang Guifeng and Ms. Ge Yanping, and four independent non-executive Directors, namely Ms. Fung Siu Wan Stella, Mr. Yan Man Sing Frankie, Mr. Ho Lic Ki and Mr. Gao Yunchun.

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