Global Corn Group Limited — Proxy Solicitation & Information Statement 2008

Feb 3, 2008

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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 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)

CONNECTED TRANSACTION ACQUISITION OF MINORITY INTERESTS IN JOINT VENTURE COMPANY

Independent financial adviser to the Independent Board Committee and the Independent Shareholders

Partners Capital International Limited

A letter from the Board is set out on pages 5 to 10 of this circular.

A letter from the Independent Board Committee to the Independent Shareholders containing its recommendations in relation to the Acquisition and the SP Agreement and the transactions contemplated thereby is set out on pages 11 to 12 of this circular.

A letter from Partners Capital, the independent financial adviser to the Independent Board Committee and the Independent Shareholders, containing its advice in connection with the Acquisition and the SP Agreement and the transactions contemplated thereby is set out on pages 13 to 19 of this circular.

• for identification purposes only

4 February 2008

CONTENTS

		Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		1
Letter from the Board
—	Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
—	The SP Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
—	Benefits of the Acquisition . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
—	Information of the Group . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
—	Information of the Vendors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
—	Listing rules’ implication and Shareholders’ written approval . . . . . . . . . . . . . . . . . . . . . . . .	8
—	Opinion . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
—	Additional information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10
Letter from the Independent Board Committee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		11
Letter from Partners Capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		13
Appendix	— General information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	20

– i –

DEFINITIONS

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

‘‘Acquisition’’	the acquisition of the Sale Shares from the Vendors
	pursuant to the terms of the SP Agreement, details of
	which are set out in the section headed ‘‘The SP
	Agreement’’ of this circular
‘‘CDNP’’	Changchun Dacheng Nikken Polyols Co., Ltd., a wholly
	foreign-owned enterprise established under the laws of the
	PRC and a wholly owned subsidiary of Global-Nikken
	(Hong Kong)
‘‘Company’’	Global Sweeteners Holdings 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
‘‘Completion’’	completion of the Acquisition under the SP Agreement in
	accordance with its terms
‘‘connected person(s)’’	shall have the meaning ascribed to it under the Listing
	Rules
‘‘Consideration’’	US$2,450,000 (equivalent to approximately HK$19.1
	million), being the aggregate purchase price payable by GS
	(China) to the Vendors for the purchase of the Sale Shares
	pursuant to the SP Agreement
‘‘Deed of Novation’’	the Deed of Novation and Assignment dated 15 August
	2007 and entered into between each of the Vendors, GSI,
	GBT and GS (China) pursuant to which all of GSI’s rights
	and obligations under the JV Agreement had been novated
	to GS (China)
‘‘Directors’’	the directors 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 through Global Corn Bio-chem

– 1 –

DEFINITIONS

‘‘Global Corn Bio-chem’’	Global Corn Bio-chem Technology Company Limited, a
	company incorporated in the British Virgin Islands with
	limited liability and a direct wholly owned subsidiary of
	GBT and the controlling shareholder of the Company
	which owns approximately 67% of the issued capital of the
	Company as at the Latest Practicable Date
‘‘Global-Nikken (Hong Kong)’’	Global-Nikken (H.K.) Company Limited, a company
	incorporated in Hong Kong with limited liability and is
	owned as to 51% by GS (China), 31% by Mitsui-Tokyo,
	16% by Mitsui-HK and 2% by Nikken
‘‘Group’’	collectively, the Company and its subsidiaries
‘‘GS (China)’’	Global Sweeteners (China) Limited, a company
	incorporated in the British Virgin Islands with limited
	liability and a wholly owned subsidiary of the Company
‘‘GSI’’	Global Sweeteners Investments Limited, a company
	incorporated in the British Virgin Islands with limited
	liability, a wholly owned subsidiary of the Company
‘‘HK$’’	Hong Kong dollars, the lawful currency of Hong Kong
‘‘Hong Kong’’	The Hong Kong Special Administrative Region of the PRC
‘‘Independent Board Committee’’	the committee of the board of the Directors established for
	the purpose of advising the Independent Shareholders on
	the Acquisition, the SP Agreement and the transactions
	contemplated thereby, the members of which include three
	of the independent non-executive Directors, namely Mr
	Yan Man Sing, Frankie, Mr Ho Lic Ki and Ms Fung Siu
	Wan Stella
‘‘Independent Shareholders’’	the Shareholders, other than the Vendors and their
	respective associates and any connected persons who have
	material interests in the Acquisition and all other
	transactions contemplated under the SP Agreement
‘‘JV Agreement’’	the joint venture structure agreement dated 9 February
	2004 entered into between GBT, GSI and each of the
	Vendors for the establishment, management and operation
	of Global-Nikken (Hong Kong) and CDNP
‘‘Latest Practicable Date’’	1 February 2008, being the latest practicable date prior to
	the printing of this circular for the purpose of ascertaining
	certain information in this circular

– 2 –

DEFINITIONS

‘‘Listing Rules’’	Rules Governing the Listing of Securities on the Stock
	Exchange
‘‘Mitsui-HK’’	Mitsui & Co. (H.K.) Ltd., a company incorporated in Hong
	Kong with limited liability and one of the Vendors. Mitsui-
	HK is one of the substantial shareholders of Global-Nikken
	(Hong Kong), holding 16% of its issued share capital
‘‘Mitsui-Tokyo’’	Mitsui & Co., Ltd., a company incorporated in Japan with
	limited liability and one of the Vendors. Mitsui-Tokyo is
	one of the substantial shareholders of Global-Nikken (Hong
	Kong), holding 31% of its issued share capital
‘‘Nikken’’	Nikken Fine Chemicals Co., Ltd., a company incorporated
	in Japan with limited liability and one of the Vendors,
	holding 2% of the issued share capital of Global-Nikken
	(Hong Kong)
‘‘Partners Capital’’	Partners Capital International Limited, a licensed
	corporation under the SFO to conduct type 1 (dealing in
	securities) and type 6 (advising on corporate finance)
	regulated activities, and is the independent financial
	adviser to the Independent Board Committee and the
	Independent Shareholders in connection with the
	Acquisition, the SP Agreement and the transactions
	contemplated thereby
‘‘PRC’’	the People’s Republic of China which, for the purpose of
	this circular only, excludes Hong Kong, The Macau Special
	Administrative Region of the PRC and Taiwan
‘‘Sale Shares’’	the aggregate of 98 shares of US$1 each in the share
	capital of Global-Nikken (Hong Kong), among which 62
	shares are owned by Mitsui-Tokyo, 32 shares are owned by
	Mitsui-HK and 4 shares are owned by Nikken. The Sale
	Shares represent 49% of the entire issued share capital of
	Global-Nikken (Hong Kong)
‘‘SFO’’	Securities and Futures Ordinance (Chapter 571, laws of
	Hong Kong)
‘‘Shareholder(s)’’	holder(s) of Share(s)
‘‘Share(s)’’	ordinary share(s) of HK$0.10 each in the capital of the
	Company

– 3 –

DEFINITIONS

‘‘Sorbitol Project’’	the building and operating a plant in the PRC for the
	manufacturing and sale of sorbitol products pursuant to the
	terms and conditions of the JV Agreement
‘‘SP Agreement’’	the sale and purchase agreement dated 8 January 2008 and
	entered into between GS (China) as purchaser and Mitsui-
	Tokyo, Mitsui-HK and Nikken as Vendors in relation to
	the Acquisition
‘‘Stock Exchange’’	The Stock Exchange of Hong Kong Limited
‘‘Termination Agreement’’	the termination agreement to be entered into between GBT,
	GS (China), each of the Vendors and Global-Nikken (Hong
	Kong) in respect of, among other matters, the termination
	of the JV Agreement, the Deed of Novation and the
	ancillary agreements in relation thereto and other
	cooperation in relation to the Sorbitol Project. Details of
	the Termination Agreement are set out in the section
	headed ‘‘The SP Agreement’’ of this circular
‘‘US$’’	United States dollars, the lawful currency of the United
	States of America
‘‘Vendors’’	collectively, Mitsui-Tokyo, Mitsui-HK and Nikken
‘‘%’’	per cent.

For the purpose of this circular, translations of US$ into HK$ or vice versa have been calculated by using an exchange rate of US$1.00 = HK$7.80.

– 4 –

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

4 February 2008

To the Shareholders

Dear Sir or Madam

CONNECTED TRANSACTION ACQUISITION OF MINORITY INTERESTS IN JOINT VENTURE COMPANY

INTRODUCTION

In an announcement dated 10 January 2008, the Company announced that GS (China), a wholly owned subsidiary of the Company, entered into the SP Agreement whereby it agreed to acquire the Sale Shares, representing 49% of the issued share capital of Global-Nikken (Hong Kong), from the Vendors. Upon Completion, Global-Nikken (Hong Kong) will become an indirect wholly owned subsidiary of the Company.

• for identification purposes only

– 5 –

LETTER FROM THE BOARD

As the assets and revenue ratios (as calculated in accordance with Rule 14.07 of the Listing Rules) for the Acquisition are more than 2.5% and the Consideration is more than HK$10 million, the Acquisition is subject to compliance by the Company of the reporting, announcement and Independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules. As Global Corn Biochem, a wholly owned subsidiary of GBT and the controlling shareholder of the Company which owns 700,000,000 shares of HK$0.1 each in the capital of the Company (representing approximately 67% of the issued capital of the Company) as at the Latest Practicable Date, has given its written approval for the Acquisition, the SP Agreement and the transactions contemplated thereby and, so far as the Directors are aware after making reasonable enquiries, none of the Shareholders as at the Latest Practicable Date has any interest in the Acquisition and none of them would be required to abstain from voting if the Company were to convene a general meeting for the approval of the Acquisition, the Company has applied for and the Stock Exchange has granted a waiver from strict compliance with the requirement of convening a general meeting to seek Independent Shareholders’ approval in respect of the Acquisition pursuant to Rule 14A.43 of the Listing Rules.

The purpose of this circular is to provide you with, among other things, (i) details of the Acquisition and the SP Agreement; (ii) the recommendation of the Independent Board Committee to the Independent Shareholders; and (iii) the advice from Partners Capital, the independent financial adviser to the Independent Board Committee and the Independent Shareholders.

THE SP AGREEMENT

Date of the SP Agreement

8 January 2008

Parties to the SP Agreement

Purchaser: GS (China), a wholly owned subsidiary of the Company; and

Vendors: Mitsui-Tokyo, Mitsui-HK and Nikken. Each of Mitsui-Tokyo, Mitsui-HK and Nikken holds 31%, 16% and 2% interest in the issued share capital of GlobalNikken (Hong Kong) respectively. Accordingly, Mitsui-Tokyo and Mitsui-HK are the substantial shareholders of Global-Nikken (Hong Kong) and therefore are connected persons of the Company.

Major terms of the SP Agreement

(a) Assets to be acquired

Under the SP Agreement, GS (China) has agreed to acquire from the Vendors, and the Vendors have agreed to dispose of the Sale Shares to GS (China). The Sale Shares represent 49% of the issued share capital of Global-Nikken (Hong Kong), a company which is incorporated in Hong Kong and is owned as to 51% by GS (China), 31% by Mitsui-Tokyo, 16% by Mitsui-HK and 2% by Nikken. Global-Nikken (Hong Kong) is the holding company holding 100% interest in the registered capital of CDNP. CDNP is principally engaged in the manufacture and sale of sorbitol products.

– 6 –

LETTER FROM THE BOARD

Based on the unaudited management accounts of Global-Nikken (Hong Kong) for the year ended 31 December 2007 which have been prepared in accordance with all applicable Hong Kong Financial Reporting Standards, the unaudited consolidated net loss of Global-Nikken (Hong Kong) before and after taxation and extraordinary items for the year ended 31 December 2007 amounted to approximately HK$11 million and HK$11 million, respectively. Based on the audited accounts of Global-Nikken (Hong Kong) for the year ended 31 December 2006, the audited consolidated net loss of Global-Nikken (Hong Kong) before and after taxation and extraordinary items for the year ended 31 December 2006 amounted to approximately HK$20 million and HK$20 million, respectively. Global-Nikken (Hong Kong) has unaudited consolidated net assets of HK$85 million as at 31 December 2007. Global-Nikken (Hong Kong) has been accounted for as a jointly-controlled entity of the Company, and the Company’s share of results in Global-Nikken (Hong Kong) has been proportionately consolidated in its consolidated financial statements. After Completion, Global-Nikken (Hong Kong) will be accounted for as subsidiary of the Company in its consolidated financial statements.

(b) Consideration

The aggregate Consideration for the Sale Shares amounted to US$2,450,000 (equivalent to approximately HK$19.1 million) which will be payable by GS (China) to the Vendors in cash upon Completion.

The Consideration was determined after arm’s length negotiations between the Group and the Vendors, taking into account the consolidated net assets of Global-Nikken (Hong Kong) of approximately HK$81,731,000 as at 30 September 2007.

Among the Sale Shares, 49 shares were originally acquired by the Vendors by subscription for cash at par of US$1 per share upon incorporation of Global-Nikken (Hong Kong) and the remaining 49 shares were acquired by the Vendors by subscription for cash at US$150,000 per share upon completion of the JV Agreement. The aggregate original purchase cost of the Sale Shares to the Vendors was US$7,350,049 (equivalent to approximately HK$57,330,382).

(c) Condition of the Acquisition and Completion

Completion of the Acquisition is conditional upon the approval by the Independent Shareholders of the SP Agreement and the transactions contemplated thereby and all other consents and acts required under the Listing Rules being obtained and completed or, as the case may be, the relevant waiver from compliance with any of such rules being obtained from the Stock Exchange. The conditions of the Acquisition have been fulfilled as at the Latest Practicable Date. Completion shall take place on 18 February 2008 (or such other date as the parties may mutually agree in writing).

(d) Other major terms of the SP Agreement

Upon Completion, GBT, GS (China), each of the Vendors and Global-Nikken (Hong Kong) will enter into the Termination Agreement for the purpose of terminating the JV Agreement and the related ancillary agreements in relation to the Group’s and the Vendors’ joint investment in Global-Nikken (Hong Kong).

– 7 –

LETTER FROM THE BOARD

BENEFITS OF THE ACQUISITION

Immediately following Completion, Global-Nikken (Hong Kong) will become an indirect wholly owned subsidiary of the Company and therefore under the full control by the Group. The Directors believe that the Acquisition will further strengthen the operational efficiency and management flexibility over the production planning and human resources deployment of the Group.

The Directors, including the independent non-executive Directors, consider that the Acquisition is on normal commercial terms and is in the interest of the Group and the Shareholders as a whole. The Directors are of the view that the respective terms and conditions of the SP Agreement and the Termination Agreement are fair and reasonable as far as the Shareholders are concerned.

The Acquisition will be financed by the internal resources of the Group.

INFORMATION OF THE GROUP

The Group is principally engaged in the manufacture and sale of various corn sweeteners which are classified into three categories: corn syrup (glucose syrup, maltose syrup and high fructose corn syrup), corn syrup solid (crystallised glucose and maltodextrin) and sugar alcohol (sorbitol).

INFORMATION OF THE VENDORS

Mitsui-Tokyo is a public company whose common stocks are listed on the stock exchanges of Tokyo, Osaka, Nagoya, Fukuoka, Sapporo, Luxemburg, Amsterdam and Frankfurt Stock Exchanges and whose American Depositary Receipts are traded over the counter through the NASDAQ National Market System. Mitsui-Tokyo and its overseas offices are engaged in the business of the worldwide trading of various commodities. It is also engaged in the development of financing and investing arrangements, the assistance in the procurement of raw materials and equipment, the introduction of new technologies and processes for manufacturing and the coordination of finished goods transportation and marketing, and acts as an intermediary between buyers and sellers that want to import, export or engage in offshore or domestic trading activities.

Mitsui-HK is principally engaged in the trading business.

Nikken is one of the leading manufacturers of sorbitol products in Japan with over 30 years of experience. Its product portfolio including different grades of sorbitol products and other polyols products serving as a kind of intermediary for food, cosmetics, medical and pharmaceutical products.

LISTING RULES’ IMPLICATION AND SHAREHOLDERS’ WRITTEN APPROVAL

Mitsui-Tokyo and Mitsui-HK are substantial shareholders of Global-Nikken (Hong Kong) and therefore are connected persons of the Company. Accordingly, the Acquisition and all other transactions as contemplated under the SP Agreement and the Termination Agreement constitute connected transactions for the Company under Chapter 14A of the Listing Rules. As the assets

– 8 –

LETTER FROM THE BOARD

and revenue ratios (as calculated in accordance with Rule 14.07 of the Listing Rules) for the Acquisition are more than 2.5% and the Consideration is more than HK$10 million, the Acquisition is subject to compliance by the Company of the reporting, announcement and Independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules.

Under 14A.43 of the Listing Rules, Independent Shareholders’ approval for the Acquisition may be obtained by written Shareholders’ approval in lieu of convening a general meeting if (i) no Shareholder is required to abstain from voting if the Company were to convene a general meeting for the approval of the Acquisition; and (ii) written approval has been obtained from one or a closely allied group of Independent Shareholders who in aggregate hold more than 50% in nominal value of the issued share capital of the Company giving the right to attend and vote at the general meeting to approve the Acquisition.

As Global Corn Bio-chem, a wholly owned subsidiary of GBT and the controlling shareholder of the Company which owns 700,000,000 shares of HK$0.1 each in the capital of the Company (representing approximately 67% of the issued capital of the Company) as at the Latest Practicable Date, has given its written approval for the Acquisition, the SP Agreement and the transactions contemplated thereby and, so far as the Directors are aware after making reasonable enquiries, none of the Shareholders as at the Latest Practicable Date has any interest in the Acquisition and none of them would be required to abstain from voting if the Company were to convene a general meeting for the approval of the Acquisition, the Company has applied for and the Stock Exchange has granted a waiver from strict compliance with the requirement of convening a general meeting to seek Independent Shareholders’ approval in respect of the Acquisition pursuant to Rule 14A.43 of the Listing Rules. Therefore, no physical general meeting of the Company will be convened for considering the Acquisition and the SP Agreement.

OPINION

The Independent Board Committee comprising three of the independent non-executive Directors, namely, Mr Yan Man Sing, Frankie, Mr Ho Lic Ki and Ms Fung Siu Wan, Stella, has been established to advise the Independent Shareholders on the Acquisition, the SP Agreement and the transactions contemplated thereby and whether the Acquisition is on normal commercial terms and is in the interest of the Group and the Shareholders as a whole, and whether the respective terms and conditions of the SP Agreement and the Termination Agreement are fair and reasonable as far as the Shareholders are concerned. Your attention is drawn to the advice of the Independent Board Committee as set out in its letter on pages 11 to 12 of this circular. Your attention is also drawn to the letter of advice from Partners Capital, the independent financial adviser to the Independent Board Committee and the Independent Shareholders in respect of the Acquisition, the SP Agreement and the transactions contemplated thereby, as set out on pages 13 to 19 of this circular.

The Independent Board Committee, having taken into account the advice from Partners Capital, considers that the Acquisition is on normal commercial terms and is in the interest of the Group and the Shareholders as a whole, and the respective terms and conditions of the SP Agreement and the Termination Agreement are fair and reasonable as far as the Shareholders are concerned.

– 9 –

LETTER FROM THE BOARD

ADDITIONAL INFORMATION

Your attention is also drawn to the additional information set out in the appendix to this circular.

Yours faithfully,

By order of the board of Directors of Global Sweeteners Holdings Limited Kong Zhanpeng Chairman

– 10 –

LETTER FROM THE INDEPENDENT BOARD COMMITTEE

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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)

Members of the Independent Board Committee: Mr Yan Man Sing, Frankie Mr Ho Lic Ki Ms Fung Siu Wan, Stella

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: Unit 2403 Admiralty Centre Tower II 18 Harcourt Road Hong Kong

4 February 2008

To the Independent Shareholders

Dear Sir or Madam,

CONNECTED TRANSACTION ACQUISITION OF MINORITY INTERESTS IN JOINT VENTURE COMPANY

We refer to the circular (the ‘‘Circular’’) issued by the Company to the Shareholders dated 4 February 2008 of which this letter forms part. Terms defined in the Circular shall have the same meanings when used in this letter, unless the context otherwise requires.

We have been appointed by the Board to consider the Acquisition, the SP Agreement and the transactions contemplated thereby and whether the Acquisition is on normal commercial terms and is in the interest of the Group and the Shareholders as a whole, and whether the respective terms and conditions of the SP Agreement and the Termination Agreement are fair and reasonable as far as the Shareholders are concerned. Partners Capital has been appointed as the independent financial adviser to advise us and the Independent Shareholders in this respect.

• for identification purposes only

– 11 –

LETTER FROM THE INDEPENDENT BOARD COMMITTEE

We wish to draw your attention to the letter from the Board as set out on pages 5 to 10 of the Circular and the letter of advice from Partners Capital as set out on pages 13 to 19 of the Circular.

Having considered the principal factors and the reasons considered by, and the advice of, Partners Capital as set out in its letter of advice, we consider that the Acquisition is on normal commercial terms and is in the interest of the Group and the Shareholders as a whole, and the respective terms and conditions of the SP Agreement and the Termination Agreement are fair and reasonable as far as the Shareholders are concerned

Yours faithfully, For and on behalf of

Independent Board Committee Mr Yan Man Sing, Frankie Mr Ho Lic Ki Ms Fung Siu Wan, Stella

– 12 –

LETTER FROM PARTNERS CAPITAL

Partners Capital International Limited

Partners Capital International Limited Unit 3906, 39/F, COSCO Tower 183 Queen’s Road Central Hong Kong

4 February 2008

To the Independent Board Committee and the Independent Shareholders

Dear Sirs,

CONNECTED TRANSACTION

INTRODUCTION

We refer to our engagement to advise the Independent Board Committee and the Independent Shareholders in respect of the Acquisition, particulars of which are set out in the letter from the Board (the “Letter from the Board”) of this circular to the Shareholders dated 4 February 2008 (the “Circular”) and in which this letter is reproduced. Unless the context requires otherwise, capitalised terms used in this letter shall have the same meanings as given to them under the definitions section of the Circular.

On 8 January 2008, GS (China), a wholly owned subsidiary of the Company and a non wholly owned subsidiary of GBT, entered into the SP Agreement whereby it agreed to acquire the Sale Shares, representing 49% of the issued share capital of Global-Nikken (Hong Kong), from the Vendors. Upon Completion, Global-Nikken (Hong Kong) will become an indirect wholly owned subsidiary of the Company. The aggregate Consideration for the Sale Shares amounted to US$2,450,000 (equivalent to approximately HK$19.1 million) which will be payable by GS (China) to the Vendors in cash upon Completion. Upon Completion, GBT, GS (China), each of the Vendors and Global-Nikken (Hong Kong) will enter into the Termination Agreement for the purpose of terminating the JV Agreement and the related ancillary agreements in relation to the Group and the Vendors’ joint investment in Global-Nikken (Hong Kong).

Mitsui-Tokyo and Mitsui-HK are substantial shareholders of Global-Nikken (Hong Kong), a subsidiary of GBT and the Company and therefore are connected persons of GBT and the Company. Accordingly, the Acquisition and all other transactions as contemplated under the SP Agreement and the Termination Agreement constitute connected transactions for GBT and the Company under Chapter 14A of the Listing Rules. As the assets and revenue ratios (as calculated in accordance with Rule 14.07 of the Listing Rules) for the Acquisition are more than 2.5% and the Consideration is more than HK$10 million, the Acquisition is subject to compliance by the Company of the reporting, announcement and Independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules. As Global Corn Bio-chem, a wholly owned subsidiary of GBT and the controlling shareholder of the Company which owns 700,000,000 shares of HK$0.1 each in the capital of the Company (representing approximately 67% of the issued capital of the Company) as at the date of this announcement, has given its written approval for the Acquisition, the SP Agreement and the transactions contemplated thereby and, so far as the Directors are aware after making reasonable enquiries, none of the Shareholders as at the Latest Practicable

– 13 –

LETTER FROM PARTNERS CAPITAL

Date has any interest in the Acquisition and none of them would be required to abstain from voting if the Company were to convene a general meeting for the approval of the Acquisition, the Company has applied to the Stock Exchange for a waiver from strict compliance with the requirement of convening a general meeting to seek Independent Shareholders’ approval in respect of the Acquisition pursuant to Rule 14A.43 of the Listing Rules. The Stock Exchange has granted a conditional waiver in accordance with Rule 14A.43 of the Listing Rules for the transactions under the SP Agreement to be approved by a written approval in lieu of holding a general meeting.

In formulating our opinion, we have relied on the accuracy of the information and representations contained in the Circular and have assumed that all information and representations made or referred to in the Circular were true at the time they were made and continue to be true as at the date of the Circular. We have also relied on our discussion with the management of the Company regarding the Group and the Acquisition, including the information and representations contained in the Circular. We have also assumed that all statements of belief, opinion and intention made by the Directors and the Company in the Circular were reasonably made after due enquiry. We consider that we have reviewed sufficient information to reach an informed view, to justify our reliance on the accuracy of the information contained in the Circular and to provide a reasonable basis for our advice. We have no reason to suspect that any material facts have been omitted or withheld from the information contained or opinions expressed in the Circular nor to doubt the truth, accuracy and completeness of the information and representations provided to us by the Directors. We have not, however, conducted an independent in-depth investigation into the business and affairs of GBT Group, the Group, the Vendors, Global-Nikken (Hong Kong) and their respective associates nor have we carried out any independent verification of the information supplied.

PRINCIPAL FACTORS CONSIDERED

In arriving at our opinion regarding the Acquisition and the terms of the SP Agreement, we have considered the following principal factors and reasons:

1. Background of and reasons for the Acquisition

The Group is principally engaged in the manufacture and sale of various corn sweeteners which are classified into three categories: corn syrup (glucose syrup, maltose syrup and high fructose corn syrup), corn syrup solid (crystallised glucose and maltodextrin) and sugar alcohol (sorbitol).

(i) Background of Global-Nikken (Hong Kong)

As set out in the Letter from the Board, Global Nikken (Hong Kong) is a company incorporated in Hong Kong with limited liabilities and is owned as to 51% by GS (China), 31% by Mitsui-Tokyo, 16% by Mitsui-HK and 2% by Nikken. Global-Nikken (Hong Kong) is the holding company holding 100% interest in the registered capital of CDNP. CDNP is principally engaged in the manufacture and sale of sorbitol products.

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LETTER FROM PARTNERS CAPITAL

As advised by the Company, the revenue of Global-Nikken (Hong Kong) has been mainly generated from the selling of sorbitol and glucose products by CDNP. For the year ended 31 December 2006, the annual sale volume of sorbitol and glucose products were 3,906 metric tonnes and 27,220 metric tonnes respectively whilst for the year ended 31 December 2007, the annual sale volume of sorbitol and glucose products were 7,539 metric tonnes and 35,725 metric tonnes respectively. Global Nikken (Hong Kong) has been lossmaking since its incorporation on 18 February 2004. As advised by the Company, the production lines of CDNP can produce both sorbitol and glucose products after fine adjustments within reasonable lead time and costs.

(ii) Reasons for entering into of the SP Agreement

As advised by the Company, Global-Nikken (Hong Kong) and CDNP have been accounted for as jointly controlled entities of the Company which the Company cannot have absolute control over their daily operations. In particular, according to the memorandum and articles of association of CDNP, the following matters, inter alia, require unanimously all the directors of CDNP to approve: (i) annual sales plan, operation plan, capital plan and budgeting; (ii) approval and amendment of sales and credit policy, human resources planning, compensation for management including remuneration to directors; (iii) agreements above RMB1 million regarding capital expenditure; (iv) asset pledge; (v) bank borrowings exceeds RMB10 million; and (vi) any changes in principal business. As further advised by the Company, given that not all directors of Global-Nikken (Hong Kong) and CDNP were appointed by the Company, Global-Nikken (Hong Kong) and CDNP were not able to change its course of business rapidly enough to capture business opportunities arisen or avoid business risks in a timely fashion in the past. As such, the Company decided to acquire the Sale Shares from the Vendors in order to obtain absolute control over GlobalNikken (Hong Kong) and CDNP with a view to strengthening the operational efficiency and management flexibility over the production planning and human resources deployment. As advised by the Company, it is expected that CDNP can save approximately HK$2.1 million per year after the Acquisition by way of (i) merging the Group’s sales and administrative team with that of CDNP; and (ii) relieving the Group from hiring extra staff to deal with CDNP’s partners.

On the other hand, we note that, although the turnover of Global Nikken (Hong Kong) has been increasing from approximately HK$10.2 million for the year ended 31 December 2005 to approximately HK$87.2 million for the year ended 31 December 2007, Global Nikken (Hong Kong) has been loss-making during the corresponding period. In addition, we note that Global Nikken (Hong Kong) has recorded gross loss for the each of the three years ended 31 December 2007. As advised by the Company, the gross loss result of Global Nikken (Hong Kong) in the past was primarily due to the high average cost of the products of CDNP as a result of low utilization rate of the production capacity of CDNP because of the unfavourable market condition of sorbitol during the period from second half of 2006 to October 2007. As further advised by the Company, in view of the rapid increase in average selling price of sorbitol during second half of 2007, CDNP tilted its production and sales towards sorbitol and achieved both gross profit result and net profit after tax result since November 2007 onwards. We further understand from the Company that Global Nikken (Hong Kong) is in a position to continue with its profitable performance in the near future,

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LETTER FROM PARTNERS CAPITAL

based on the monthly indicative orders on hand of around 3,000 metric tonnes of sorbitol obtained for the month ending 29 February 2008, which amounts are not less than the monthly average sales quantity actually achieved since November 2007 onwards.

Although it is uncertain as to whether Global Nikken (Hong Kong) and CDNP can maintain profitable in the long run, we consider that the turnaround to both gross profit result and net profit after tax result represent a sign of improvement and growth potential of Global Nikken (Hong Kong). Moreover, the Directors are confident that the average cost of sorbitol can be significantly reduced should the utilization rate of the production capacity rise. In this connection, we note that the sales turnover of Global Nikken (Hong Kong) actually managed to record a 52% year-on-year growth for the year ended 31 December 2007. In an effort to maintain sustainable profitability of Global Nikken (Hong Kong), the Directors advise that the Group plans to set up a sales office in Shanghai to enhance the communication channel with the Group’s customers (including Global Nikken (Hong Kong)’s) and promote the Group’s products (including sorbitol) to new customers.

As set out in the prospectus of the Company dated 10 September 2007, we note that CDNP and GBT Group entered into a master purchase agreement in relation to the supply of sorbitol by CDNP to GBT Group for the onward production of polyol by the latter. Given that GBT is the controlling shareholder of the Company, the transactions contemplated under the master purchase agreement constitutes continuing connected transactions of both GBT and the Company. According to the interim report of GBT for the six months ended 30 June 2007, the construction work of the new plant in Changchun with an initial annual production capacity of 200,000 metric tonnes of polyol chemical products has been completed by the first half of 2007 and trial production was completed subsequently in the second half of 2007. As advised by the Company, GBT has been a major customer of CDNP purchasing more than 60% of the sorbitol produced by CDNP in the year 2007. As advised by the Company, in the event that the demand for sorbitol from independent third parties would not increased as expected, CDNP may increase its sale of sorbitol to GBT and/or shift the production to produce glucose products. As at the Latest Practicable Date, GBT has placed orders in respect of sorbitol in the amount of approximately HK$8 million to CDNP.

On the above basis, we consider that there is a strong motivation for the Company to enter into of the SP Agreement which may represent an opportunity to increase the return of the Group’s investment in Global Nikken (Hong Kong) via strengthening the operational efficiency and management flexibility over the production planning and human resources deployment.

2. Terms of the SP Agreement

(i) Consideration

Pursuant to the SP Agreement, GS (China) will acquire the Sale Shares, which represent 49% of the issued share capital of Global-Nikken (Hong Kong), from the Vendors at aggregate Consideration for the Sale Shares amounted to US$2,450,000 (equivalent to approximately HK$19.1 million) which will be payable by GS (China) to the Vendors in cash upon Completion. As set out in the Letter from the Board, the Consideration has been determined after arm’s length negotiations between the Group and the Vendors, taking into account the consolidated net assets of Global-Nikken (Hong Kong) of approximately

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LETTER FROM PARTNERS CAPITAL

HK$81,731,000 as at 30 September 2007. Among the Sale Shares, 49 shares were originally acquired by the Vendors by subscription for cash at par of US$1 per share upon incorporation of Global-Nikken (Hong Kong) and the remaining 49 shares were acquired by the Vendors by subscription for cash at US$150,000 per share upon completion of the JV Agreement. The aggregate original purchase cost of the Sale Shares to the Vendors was US$7,350,049 (equivalent to approximately HK$57,330,382).

For the purpose of assessing of the fairness and reasonableness of the Consideration, the following approaches are adopted:

. Price/earnings multiple

As Global-Nikken (Hong Kong) is engaged in the manufacture and sale of sorbitol products via its interests in CDNP, reference to price/earnings multiple is the most common approach adopted by the investment community in valuing such kind of revenue-generating entities. However, Global-Nikken (Hong Kong) has been lossmaking since its incorporation on 18 February 2004. Accordingly, it would not be feasible and meaningful to assess the Consideration using the price-earnings multiple approach.

. Net asset value

In addition to price/earnings multiples, we also assess the Consideration by reference to the net assets value of Global-Nikken (Hong Kong). According to the Letter from the Board, Global-Nikken (Hong Kong) has unaudited consolidated net assets of HK$85 million as at 31 December 2007. Thus, the Consideration represents a discount of approximately 54.1% to the net assets of Global-Nikken (Hong Kong) as at 31 December 2007 attributable to the Sale Shares.

Based on the above analysis, we consider that the Consideration is fair and reasonable so far as the Independent Shareholders are concerned.

3. Financial effects of the SP Agreement on the Group

(i) Earnings

Given that Global-Nikken (Hong Kong) has been a non-wholly owned subsidiary of the Company, its results have been proportionally consolidated into the accounts of the Group as Global-Nikken (Hong Kong) has been accounted for as a jointly-controlled entity of the Company. Upon Completion, the Group will consolidate the financial results of Global-Nikken (Hong Kong) in full. As set out in the Letter from the Board, based on the audited accounts of Global-Nikken (Hong Kong) for the year ended 31 December 2006, the audited consolidated net loss of Global-Nikken (Hong Kong) before and after taxation and extraordinary items for the year ended 31 December 2006 amounted to approximately HK$20 million and HK$20 million, respectively. In addition, based on the unaudited management accounts of Global-Nikken (Hong Kong) for the year ended 31 December 2007 which have been prepared in accordance with all applicable Hong Kong Financial Reporting Standards, the unaudited consolidated net loss of Global-Nikken (Hong Kong) before and

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LETTER FROM PARTNERS CAPITAL

after taxation and extraordinary items for the year ended 31 December 2007 amounted to approximately HK$11 million and HK$11 million, respectively. The effect of the Acquisition on the earnings of the Group will depend on the actual profit and loss performance of Global-Nikken (Hong Kong) after Completion, in the context of full consolidation instead of proportional consolidation.

(ii) Cashflow

As the consideration will be satisfied by cash, it is expected that there will be a negative impact on the cashflow of the Group arising from the Acquisition.

However, we understand from the Directors that no capital commitment on the part of the Group shall arise immediately upon Completion for supporting organic ongoing operation of Global-Nikken (Hong Kong). We further understand from the Directors that Global-Nikken (Hong Kong) can basically be self-sustained in securing their own financial resources on the basis of its existing operational scale.

According to the interim report of the Company for the six months ended 30 June 2007, the cash and bank balance of the Group as at 30 June 2007 amounted to approximately HK$93 million and the net cash inflow of the Group for the six months ended 30 June 2007 was around HK$40 million. In addition, the Company raised net proceeds of approximately HK$645 million in 2007 from its listing on the Main Board of the Stock Exchange. As set out in the prospectus of the Company dated 10 September 2007, the Directors intend to use such net proceeds in the following manners:

• as to about HK$119.0 million for the construction of new production facilities in Jinzhou, including the acquisition of relevant land use rights, to be applied in the proportion of about 60% and 40% for the two years ending 31 December 2008;

• as to about HK$214.0 million for the construction of new production facility in Changchun, including the acquisition of relevant land use rights, to be applied in the proportion of about 20% and 30% for the two years ending 31 December 2008 and about 50% for the year ending 31 December 2009 onwards;

• as to about HK$117.0 million for the acquisition or construction of production facilities in relation to the expansion of the production capacity of the HFCS products of the Global Sweeteners Group, to be applied in the proportion of about 50% and 50% for the two years ending 31 December 2010; and

• as to about HK$49.5 million as general working capital of the Group.

On the above basis, especially that the cash and bank balance of the Group already amounted to approximately HK$93 million as at 30 June 2007 (prior to the Company’s listing on the main board of the Stock Exchange), the Directors believe that the Group has sufficient internal resources to fund the cash Consideration of approximately HK$19.1 million, without necessitating any support from the net proceeds raised from the Company’s listing on the Main Board of the Stock Exchange.

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LETTER FROM PARTNERS CAPITAL

(iii) Net Asset Value

According to the interim report of the Company for the six months ended 30 June 2007, the consolidated net assets attributable to equity holders of the Company were approximately HK$471 million. Upon Completion, the Group will consolidate the financial assets and liabilities of Global-Nikken (Hong Kong) fully. According to the Letter from the Board, Global-Nikken (Hong Kong) has unaudited consolidated net assets of HK$85 million as at 31 December 2007. We note that the Consideration represents a discount of 54.1% to the net assets of Global-Nikken (Hong Kong) attributable to the Sale Shares. In the opinion of the Directors, the positive difference between the Consideration and the net asset value attributable to the Sale Shares will directly charge to profit and loss account as negative goodwill. Thus, it is expected that the consolidated net assets attributable to equity holders of the Company are expected to be enhanced after Completion.

Based on the above, we consider that the transactions under the SP Agreement are expected to have a positive effect on the Group’s net assets position.

On such basis, notwithstanding that the Acquisition is expected to have a negative effect on the cashflow of the Group, the net assets position of the Group is expected to be enhanced. Thus, we are of the view that the Acquisition is, on balance, in the interests of the Company and the Shareholders as a whole subject to the sustainability of profitability of Global-Nikken (Hong Kong), which had been achieved so far since November 2007 onwards.

RECOMMENDATION

Having considered the principal factors and reasons, we are of the opinion that the terms of the SP Agreement are on normal commercial terms, in the ordinary and usual course of business of the Group and are fair and reasonable and in the interests of the Company and the Shareholders as a whole. The Stock Exchange has granted a conditional waiver to the Company from strict compliance with the requirement under the Listing Rules to convene an extraordinary general meeting to approve the Acquisition.

Yours faithfully, For and on behalf of

Partners Capital International Limited Alan Fung Harry Yu Managing Director Executive Director

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GENERAL INFORMATION

APPENDIX

1. RESPONSIBILITY STATEMENT

This circular includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors collectively and individually accept full responsibility for the accuracy of the information contained in this circular and confirm, having made all reasonable enquiries, that to the best of their knowledge and belief there are no other facts the omission of which would make any statement herein misleading.

2. DISCLOSURE OF INTERESTS

As at the Latest Practicable Date, the interests and short positions of the Directors and chief executive of the Company in the shares, underlying shares and debentures of the Company or any of its associated corporations (within the meaning of Part XV of the SFO) (a) which were required to be notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests and short positions which they were taken or deemed to have under such provisions of the SFO); or (b) which were required, pursuant to section 352 of the SFO, to be entered in the register referred to therein; or (c) which were required, pursuant to the Model Code for Securities Transactions by Directors of Listed Issuers to be notified to the Company and the Stock Exchange, were as follows:

		Company/Name			Approximate
		of associated		Number and class	percentage of
Name	of Director	corporation	Capacity	of securities	shareholding
				(Note 1)
Kong	Zhanpeng	GBT	Beneficial owner	13,040,000	0.56%
				ordinary shares of
				HK$0.10 each (L)
		GBT	Interest of a controlled	172,800,000	7.45%
			corporation	ordinary shares of
				HK$0.10 each (L)
				(Note 2)

Notes:

1. The letter ‘‘L’’ represents the Director’s interests in the shares and underlying shares of the Company or its associated corporations.

2. These shares in GBT are held by Hartington Profits Limited, a company incorporated in the British Virgin Islands and the entire issued share capital of which is beneficially owned by Mr Kong Zhanpeng.

Save as disclosed herein, as at the Latest Practicable Date, none of the Directors and chief executive of the Company had any interests or short positions in the shares, underlying shares or debentures of the Company or any of its associated corporations (within the meaning of Part XV of the SFO) (a) which were required to be notified to the Company and the Stock Exchange (including interests and short positions which they were taken or deemed to have under such provisions of SFO); or (b) which were required, pursuant to section 352 of the SFO, to be entered in the register referred to therein; or (c) which were required, pursuant to the Model Code for Securities Transactions by Directors of Listed Issuers to be notified to the Company and the Stock Exchange.

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GENERAL INFORMATION

APPENDIX

Save for Mr. Kong Zhanpeng, an executive Director, being interested in the corporate reorganisation of the Group as described in the paragraph headed ‘‘Group Reorganisation’’ in the appendix V to the prospectus (‘‘Prospectus’’) of the Company dated 10 September 2007 by virtue of his interest in the shares of GBT, none of the Directors had any interest, direct or indirect, in any assets which have been since 31 March 2007, being the date to which the latest published audited financial statements of the Group were made up, acquired or disposed of by or leased to any member of the Group, or are proposed to be acquired or disposed of by or leased to any member of the Group as at the Latest Practicable Date.

As at the Latest Practicable Date, Mr. Kong Zhanpeng, an executive Director, was interested in transactions as contemplated under the following agreements with the Group by virtue of his interest in the shares of GBT:

• (1) sorbitol master purchase agreement dated 7 May 2007 and entered into between CDNP as supplier and GBT and its subsidiaries (excluding the Group) (‘‘GBT Group’’) for the supply of sorbitol by the Group;

• (2) utilities master supply agreement dated 3 September 2007 and entered into between the GBT Group as supplier and the Group as purchaser for the provision of water, electricity, steam and utilities services by the GBT Group;

• (3) utilities master supply agreement dated 3 September 2007 and entered into between the GBT Group as supplier and CDNP as purchaser for the provision of water, electricity, steam and utilities services by the GBT Group;

• (4) corn starch master purchase agreement dated 3 September 2007 and entered into between the GBT Group as supplier and the Group as purchaser for the purchase of corn starch by the Group; and

• (5) corn sweeteners master sales agreement dated 3 September 2007 and entered into between the Group as supplier and the GBT Group as purchaser for the supply of corn sweeteners by the Group.

Please refer to the section headed ‘‘Continuing Connected Transactions’’ in the Prospectus for further details. Save as the aforesaid, none of the Directors was materially interested in any contract or arrangement subsisting as at the date thereof and which was significant in relation to the business of the Group as at the Latest Practicable Date.

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GENERAL INFORMATION

APPENDIX

3. SUBSTANTIAL SHAREHOLDERS

As at the Latest Practicable Date, so far as was known to any Directors or chief executive of the Company, the persons (other than a Director or chief executive of the Company) (a) who had an interest or short position in the Shares and underlying Shares which would fall to be disclosed to the Company under the provisions of Divisions 2 and 3 of Part XV of the SFO; or (b) who were, 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 the general meetings of the Company or any other members of the Group, were as follows:

				Approximate
	Company/Name		Number and	percentage of
Name of Shareholder	of Group member	Capacity	class of securities	shareholding
			(Note 1)
Global Corn Bio-chem	The Company	Beneficial owner	700,000,000	67%
			Shares of
			HK$0.10 each (L)
GBT	The Company	Interest of a controlled	700,000,000	67%
		corporation	Shares of
		(Note 2)	HK$0.10 each (L)
Mitsui-Tokyo	Global-Nikken	Beneficial owner and	98 shares of	49%
	(Hong Kong)	interest of a controlled	HK$1 each
		corporation (Note 3)
Mitsui-HK	Global-Nikken	Beneficial owner	32 shares of	16%
	(Hong Kong)		HK$1 each

Notes:

1. The letter ‘‘L’’ denotes the Shareholders’ long position in the share capital of the Company.

2. These Shares are registered in name of Global Corn Bio-chem, which is a wholly-owned subsidiary of GBT. GBT is deemed to be interested in all the Shares in which Global Corn Bio-chem is interested by virtue of the SFO.

3. These shares are registered as to 62 shares in the name of Mitsui-Tokyo, 32 shares in the name of MitsuiHK which is a wholly-owned subsidiary of Mitsui-Tokyo, and 4 shares in the name of Nikken which is a wholly-owned subsidiary of Mitsui-Tokyo.

Save as disclosed herein, there was no person (other than the Directors or chief executive of the Company) known to any Directors or chief executive of the Company, who, as at the Latest Practicable Date, had an interest or short position in the Shares and 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 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 the general meetings of the Company or any other member of the Group.

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GENERAL INFORMATION

APPENDIX

4. SERVICE AGREEMENTS

Each of Mr Kong Zhanpeng, Mr Zhang Fusheng, Ms Wang Guifeng and Ms Ge Yanping, all being executive Directors, has entered into a service contract with the Company for an initial fixed term of three years commencing from 1 September 2007 renewable automatically for successive terms of one year each commencing from the next day after the expiry of the then current term of the service contracts until terminated by at least three months’ notice in writing served by either party to the other. Each of Mr Kong Zhanpeng, Mr Zhang Fusheng, Ms Wang Guifeng and Ms Ge Yanping is entitled to an annual salary of HK$2,760,000, HK$360,000, HK$600,000 and HK$360,000 for the year ending 31 December 2008, respectively.

Save as disclosed herein, none of the Directors had entered or proposed to enter into a service contract with any member of the Group (other than contracts expiring or determinable by the employer within one year without payment of compensation (other than statutory compensation)) as at the Latest Practicable Date.

5. MATERIAL CHANGES

The Directors are not aware of any material adverse change in the financial or trading position of the Group since 31 March 2007, being the date to which the latest published audited financial statements of the Group were made up.

6. COMPETING INTEREST

As at the Latest Practicable Date, none of the Directors and his/her associates (as would be required to be disclosed under Rule 8.10 of the Listing Rules if any of them was a controlling Shareholder) was interested in any business apart from the business of the Group, which competes or is likely to compete, either directly or indirectly, with that of the Group.

7. QUALIFICATION AND CONSENT OF EXPERT

Partners Capital is a licensed corporation under the SFO to conduct type 1 (dealing in securities) and type 6 (advising on corporate finance) regulated activities, and is the independent financial adviser to the Independent Board Committee and the Independent Shareholders in connection with the Acquisition, the SP Agreement and the transactions contemplated thereby. Its letter of advice to the Independent Board Committee and the Independent Shareholders dated as of the date of this circular was given for the purpose of incorporation herein.

Partners Capital has given and has not withdrawn its written consent to the issue of this circular with references to its name and its letter in the form and context in which they appear.

As at the Latest Practicable Date, Partners Capital did not have any shareholding, directly or indirectly, in any member of the Group or any right (whether legally enforceable or not) to subscribe for or to nominate persons to subscribe for securities in any member of the Group.

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GENERAL INFORMATION

APPENDIX

As at the Latest Practicable Date, Partners Capital did not have any interest, direct or indirect, in any assets which have been since 31 March 2007, being the date to which the latest published audited financial statements of the Group were made up, acquired or disposed of by or leased to any member of the Group, or are proposed to be acquired or disposed of by or leased to any member of the Group.

8. DOCUMENTS AVAILABLE FOR INSPECTION

Copies of the following documents will be available for inspection at the principal place of business in Hong Kong of the Company at Unit 2403, Admiralty Centre, Tower II, 18 Harcourt Road, Hong Kong during normal business hours from 4 February 2008 up to and including 19 February 2008:

• (a) the SP Agreement;

• (b) the JV Agreement;

• (c) the Deed of Novation;

• (d) the service agreements as referred to in paragraph 4 of this appendix;

• (e) the letter from the Independent Board Committee, the text of which is set out on pages 11 to 12 of this circular;

• (f) the letter from Partners Capital, the full text of which is set out on pages 13 to 19 of this circular; and

• (g) the letter of consent as referred to in paragraph 7 of this appendix.

9. MISCELLANEOUS

The English text of this circular shall prevail over its Chinese text.

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