Global Corn Group Limited — Proxy Solicitation & Information Statement 2009

May 5, 2009

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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

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

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

GLOBAL SWEETENERS HOLDINGS LIMITED 大成糖業控股有限公司 *

(incorporated in the Cayman Islands with limited liability)

(Stock code: 03889)

CONTINUING CONNECTED TRANSACTIONS:

(1) REVISION OF ANNUAL CAP FOR SUPPLY OF SORBITOL TO THE GBT GROUP

(2) REVISION OF ANNUAL CAP FOR PROVISION OF UTILITIES SERVICES BY THE GBT GROUP TO CDP (3) NEW MASTER AGREEMENTS FOR CONTINUING CONNECTED TRANSACTIONS

Independent Financial Adviser to Independent Board Committee and Independent Shareholders

Grand Vinco Capital Limited

(a wholly-owned subsidiary of Vinco Financial Group Limited)

A letter from the Board is set out on pages 6 to 22 of this circular. A letter from the Independent Board Committee containing its advice to the Independent Shareholders is set out on pages 23 to 24 of this circular. A letter from Vinco Capital containing its advice to the Independent Board Committee and the Independent Shareholders is set out on pages 25 to 39 of this circular.

A notice convening the EGM to be held at Level 3, JW Marriott Hotel Hong Kong, Pacific Place, 88 Queensway, Hong Kong at 3:00 p.m. on Friday, 29 May 2009 is set out on pages 47 to 50 of this circular. Whether or not you intend to attend the EGM, you are requested to complete and return the accompanying form of proxy in accordance with the instructions printed thereon to the Company’s branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong as soon as possible and in any event not less than 48 hours before the time of the EGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the EGM or any adjournment thereof should you so wish.

• for identification purposes only

6 May 2009

	CONTENTS
		Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		1
Letter from the Board
1.	Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
2.	Revision of annual cap for supply of sorbitol to the GBT Group . . . . . .	7
3.	Revision of annual cap for provision of utilities services
	by the GBT Group to CDP. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
4.	New Master Agreements for continuing connected transactions . . . . . . .	11
5.	Implication under the Listing Rules . . . . . . . . . . . . . . . . . . . . . . . . . . . .	20
6.	EGM. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	21
7.	Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	22
8.	Additional information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	22
Letter from the Independent Board Committee. . . . . . . . . . . . . . . . . . . . . . . . . . .		23
Letter from Vinco Capital. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		25
Appendix	— General Information. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	40
Notice of	EGM. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	47

— i —

DEFINITIONS

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

“Board”	the board of Directors
“CDP”	長春大成糖醇開發有限公司(Changchun Dacheng Polyols
	Co., Ltd.), a wholly owned subsidiary of the Company
	(formerly known as Changchun Dacheng Nikken Polyols
	Co., Ltd.)
“Changchun Dihao”	長春帝豪食品發展有限公司(Changchun Dihao Foodstuff
	Development Co., Ltd.), a wholly owned subsidiary of the
	Company
“Changchun Group”	the Company and its subsidiaries which have or will have
	their production facilities established in Changchun, the
	PRC and which require, as the case may be, (1) in respect of
	the New Utilities Master Supply Agreement, the supply and
	provision of the utilities and wastewater treatment services
	from Dacheng Corn; and/or (ii) in respect of the New Corn
	Starch Master Purchase Agreement, the supply of corn
	starch in slurry form from members of the GBT Group
“Company”	Global Sweetener s Hold i ngs Li m ited , a compa ny
	incorporated in the Cayman Islands with limited liability,
	the shares of which are listed on the main board of the
	Stock Exchange
“Dacheng Corn”	Changchun Dacheng Corn Development Co., Ltd., a member
	of the GBT Group
“Director(s)”	director(s) of the Company
“EGM”	the extraordinary general meeting of the Company to be
	convened and held at Level 3, JW Marriott Hotel Hong
	Kong, Pacific Place, 88 Queensway, Hong Kong at 3:00 p.m.
	on Friday, 29 May 2009, the notice of which is set out on
	pages 47 to 50 of this circular, and any adjournment thereof

— 1 —

DEFINITIONS

• “Existing CDP Utilities the agreement dated 3 September 2007 entered into Master Supply between the GBT Group and CDP relating to the supply of Agreement” electricity, water and steam and the provision of wastewater treatment services by the GBT Group to CDP for an initial term commencing from 3 September 2007 to 31 December 2009 (both days inclusive)

• “Existing Corn Starch the agreement dated 3 September 2007 entered into between Master Purchase the GBT Group as supplier and the Group as purchaser Agreement” relating to the purchase of corn starch by the Group from the GBT Group for the term commencing from 3 September 2007 to 31 December 2009 (both days inclusive)

• “Existing Corn Sweeteners the agreement dated 3 September 2007 entered into between Master Sales Agreement” the Group as supplier and the GBT Group as purchaser relating to the supply of glucose, maltose, crystallised glucose and other corn sweeteners products by the Group to the GBT Group for the term commencing from 3 September 2007 to 31 December 2009 (both days inclusive)

• “Existing Group the agreement dated 3 September 2007 entered into between Utilities Master Supply the GBT Group and the Group (excluding CDP) relating to Agreement” the supply of electricity, water and steam and the provision of wastewater treatment services by the GBT Group to the Group (excluding CDP) for an initial term commencing from 3 September 2007 to 31 December 2009 (both days inclusive)

• “Existing Sorbitol Master the agreement dated 7 May 2007 entered into between CDP Purchase Agreement” as supplier and the GBT Group as purchaser relating to the supply of sorbitol by CDP to the GBT Group for the term commencing from 7 May 2007 to 31 December 2009 (both days inclusive)

• “Existing Utilities Master collectively, the Existing CDP Utilities Master Supply Supply Agreements” Agreement and the Existing Group Utilities Master Supply Agreement

— 2 —

	DEFINITIONS
“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 and the controlling shareholder of the
	Company
“GBT Group”	GBT and its subsidiaries which, for the purpose of this
	circular, excludes the Group
“Global Corn Bio-chem”	Global Corn Bio-chem Technology Company Limited, a
	wholly owned subsidiary of GBT
“Group”	the Company and its subsidiaries
“Independent Board	a board of committee, comprising Mr. Chan Yuk Tong,
Committee”	Mr. Gao Yunchun, Mr. Ho Lic Ki and Mr. Yan Man Sing
	Frankie, being all independent non-executive Directors,
	established to advise the independent Shareholders in
	respect of the Revised Caps, the continuing connected
	t ra nsact ions contemplated u nder t he New Master
	Agreements and the related annual monetary caps
“Independent Shareholders”	Shareholders other than GBT and its associates
“Independent Third	third party or parties and who and whose ultimate beneficial
Party(ies)”	owner(s) are independent of the Company and connected
	persons (as defined under the Listing Rules) of the Company
“Latest Practicable Date”	30 April 2009, being the latest practicable date prior to
	the printing of this circular for the purpose of ascertaining
	certain information in this circular
“Listing Rules”	Rules Governing the Listing of Securities on the Stock
	Exchange
“mtpa”	metric tonnes per annum

— 3 —

DEFINITIONS

“New Corn Starch Master	the agreement dated 16 April 2009 entered into between the
Purchase Agreement”	GBT Group as supplier and the Group as purchaser relating
	to the purchase of corn starch by the Group from the GBT
	Group for the term commencing from 1 January 2010 to 31
	December 2012 (both days inclusive)
“New Corn Sweeteners	the agreement dated 16 April 2009 entered into between the
Master Sales Agreement”	Group as supplier and the GBT Group as purchaser relating
	to the supply of corn sweeteners, including sorbitol, by the
	Group to the GBT Group for the term commencing from 1
	January 2010 to 31 December 2012 (both days inclusive)
“New Master Agreements”	collectively, the New Corn Sweeteners Master Sales
	Agreement, the New Cor n Starch Master Purchase
	Agreement and the New Utilities Master Supply Agreement
“New Utilities Master	the agreement dated 16 April 2009 entered into between
Supply Agreement”	the GBT Group as supplier and the Group as customer
	relating to the supply of electricity, water and steam and
	the provision of wastewater treatment services by the
	GBT Group to the Group for the term commencing from 1
	January 2010 to 31 December 2012 (both days inclusive)

“PRC”	People’s Republic of China
“Prospectus”	the prospectus of the Company dated 10 September 2007
“Revised Caps”	the Sorbitol Revised Cap and the Utilities Revised Cap
“SFO”	Securities and Futures Ordinance (Chapter 571 of the Laws
	of Hong Kong)
“Shareholders”	shareholders of the Company
“Sorbitol Revised Cap”	the monetary amount of HK$107.5 million, being the
	proposed revised annual monetary cap for the year ending
	31 December 2009 in respect of the continuing connected
	transactions under the Existing Sorbitol Master Purchase
	Agreement

— 4 —

DEFINITIONS

“Stock Exchange”

The Stock Exchange of Hong Kong Limited

• “Utilities Revised Cap” the monetary amount of HK$20.0 million, being the proposed revised annual monetary cap for the year ending 31 December 2009 in respect of the continuing connected transactions under the Existing Utilities Master Supply Agreement with CDP

“Vinco Capital” or Grand Vinco Capital Limited, a wholly owned subsidiary “Independent Financial of Vinco Financial Group Limited, a corporation licensed Adviser” under the SFO to engage in Type 1 (dealing in securities) and Type 6 (advising on corporate finance) regulated activities and the independent financial adviser appointed by the Board and approved by the Independent Board Committee

“HK$” Hong Kong dollars, the lawful currency of the Hong Kong Special Administrative Region of the People’s Republic of China “%” per cent.

— 5 —

LETTER FROM THE BOARD

GLOBAL SWEETENERS HOLDINGS LIMITED 大成糖業控股有限公司 *

(incorporated in the Cayman Islands with limited liability)

(Stock code: 03889)

Executive Directors:

Mr. Kong Zhanpeng Mr. Zhang Fazheng Mr. Zhang Fusheng Ms. Wang Guifeng

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

Independent non-executive Directors:

Mr. Chan Yuk Tong Mr. Gao Yunchun Mr. Ho Lic Ki Mr. Yan Man Sing Frankie

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

6 May 2009

To the Shareholders

Dear Sir or Madam,

CONTINUING CONNECTED TRANSACTIONS:

(1) REVISION OF ANNUAL CAP FOR SUPPLY OF SORBITOL TO THE GBT GROUP

(2) REVISION OF ANNUAL CAP FOR PROVISION OF UTILITIES SERVICES BY THE GBT GROUP TO CDP (3) NEW MASTER AGREEMENTS FOR CONTINUING CONNECTED TRANSACTIONS

1. INTRODUCTION

In the announcement of the Company dated 20 April 2009, the Company announced that it proposed to adopt the Revised Caps to cater for the increasing demand of sorbitol by the GBT Group and the increasing demand of utilities service by CDP and that the Group entered into the New Master Agreements with the GBT Group for extension of the continuing connected transactions.

• for identification purposes only

— 6 —

LETTER FROM THE BOARD

The purpose of this circular is to provide you with information regarding the resolutions to be proposed at the EGM to approve (a) the revision of annual cap for supply of sorbitol to the GBT Group; (b) the revision of annual cap for provision of utilities services by the GBT Group to CDP; and (c) the New Master Agreements for continuing connected transactions and the related annual caps.

2. REVISION OF ANNUAL CAP FOR SUPPLY OF SORBITOL TO THE GBT GROUP

Background

Pursuant to the Existing Sorbitol Master Purchase Agreement dated 7 May 2007, the GBT Group agreed to purchase sorbitol from CDP for its own production use at prices to be determined from time to time by the relevant member of the GBT Group and CDP on arm’s length basis and with reference to the prevailing market rates of sorbitol and on such other standard terms of sale and purchase from time to time, provided that such terms are on normal and usual commercial terms and comparable to the terms of sales of sorbitol by CDP to Independent Third Parties. The payment terms for the products would be set out in the purchase order for each order to be placed under the Existing Sorbitol Master Purchase Agreement, provided that the purchase price would be payable by the GBT Group within 60 days after the date of the relevant invoice issued by CDP, or such longer period as the parties may agree. The Existing Sorbitol Master Purchase Agreement has a term expiring on 31 December 2009 unless terminated earlier by three months’ written notice by either party, and remains in full force and effect as at the Latest Practicable Date.

— 7 —

LETTER FROM THE BOARD

Historical figures and annual monetary caps

The sales of sorbitol by CDP to the GBT Group for the two years ended 31 December 2008 and the three months ended 31 March 2009 and the current annual monetary caps for such sales for the three years ending 31 December 2009 are as follows:

For the year	For the year	For the year
ended	ended	ending
31 December	31 December	31 December
2007	2008	2009

Actual sale HK$7.0 million HK$24.6 million HK$15.0 million (Note)

Current annual HK$14.0 million HK$31.4 million HK$35.1 million monetary caps

Note: The figure represents the approximate actual sales of sorbitol by CDP to the GBT Group for the period commencing from 1 January 2009 up to 31 March 2009 based on the unaudited management accounts of CDP for the three months ended 31 March 2009.

As at the Latest Practicable Date, the current annual monetary cap for the year ending 31 December 2009 has not been exceeded.

The Sorbitol Revised Cap

The Group has been informed by the GBT Group that its 200,000 mtpa polyol plants in Changchun have been modified such that apart from crystallised glucose, sorbitol may now be used as their alternative principal production material for production of its polyol products. To cope with the expected growth in demand in the sorbitol market, CDP has conducted a modification of its production facilities, which is expected to complete in the second quarter of 2009, whereby its production capacity will be increased from 60,000 mtpa to 100,000 mtpa. Due to the expected increase in demand for sorbitol from the GBT Group, it is expected that the aggregate selling price receivable by CDP from the GBT Group for the sale of sorbitol by CDP under the Existing Sorbitol Master Purchase Agreement for the year ending 31 December 2009 will exceed the current annual monetary cap for the year ending 31 December 2009 of HK$35.1 million but will not exceed the proposed revised annual monetary cap of HK$107.5 million.

— 8 —

LETTER FROM THE BOARD

The Sorbitol Revised Cap has been determined by the Company by reference to the historical aggregate selling price receivable for the sale of sorbitol by CDP to the GBT Group, the expected increase in demand of sorbitol by the GBT Group from CDP for the year ending 31 December 2009 as indicated by the GBT Group, the expected increase in the market price of sorbitol and the impact thereof as a result of the global economic slowdown.

The Directors (including the independent non-executive Directors) are of the view that the Sorbitol Revised Cap is fair and reasonable and in the interests of the Company and the Shareholders as a whole.

3. REVISION OF ANNUAL CAP FOR PROVISION OF UTILITIES SERVICES BY THE GBT GROUP TO CDP

Background

Pursuant to the Existing CDP Utilities Master Supply Agreement dated 3 September 2007 entered into between Dacheng Corn as supplier and CDP as purchaser, Dacheng Corn agreed to procure the supply of electricity, water and steam and the provision of wastewater treatment services to CDP on arm’s length basis and with reference to the actual cost incurred by Dacheng Corn for its provision of such services. The fees payable by CDP are settled on a monthly basis and are payable by CDP within 90 days after the date of the relevant invoice issued by Dacheng Corn. The Existing CDP Utilities Master Supply Agreement has an initial term expiring on 31 December 2009, with an option by CDP, but not Dacheng Corn, to renew the term for three years on the expiry of such initial term and on the expiry of every successive period of three years thereafter (subject however to the compliance by the Company and GBT of the applicable Listing Rules), unless terminated earlier by three months’ written notice by CDP. The Existing CDP Utilities Master Supply Agreement remains in full force and effect as at the Latest Practicable Date.

— 9 —

LETTER FROM THE BOARD

Historical figures and annual monetary caps

The approximate aggregate amount payable by CDP to Dacheng Corn in respect of the provision of utilities services by Dacheng Corn for the two years ended 31 December 2008 and the three months ended 31 March 2009 and the current annual monetary caps for such supply for the three years ending 31 December 2009 are as follows:

	For the year	For the year	For the year
	ended	ended	ending
	31 December	31 December	31 December
	2007	2008	2009
Actual amount	HK$5.0 million	HK$8.4 million	HK$2.4 million
			(Note)
Current annual	HK$9.6 million	HK$9.6 million	HK$9.6 million
monetary caps

• Note: The figure represents the approximate aggregate amount payable by CDP to the GBT Group in respect of the provision of utilities services by the GBT Group for the period commencing from 1 January 2009 up to 31 March 2009 based on the unaudited management accounts of CDP for the three months ended 31 March 2009.

As at the Latest Practicable Date, the current annual monetary cap for the year ending 31 December 2009 has not been exceeded.

The Utilities Revised Cap

To cope with the expected increase in production of sorbitol by CDP as explained above, CDP’s requirements and demand for utilities services are also expected to increase for the year ending 31 December 2009. Therefore, the Directors expect that the aggregate amount payable by CDP to the GBT Group in respect of the provision of utilities services by Dacheng Corn under the Existing CDP Utilities Master Supply Agreement will exceed the current annual monetary cap for the year ending 31 December 2009 of HK$9.6 million but will not exceed the proposed revised annual monetary cap of HK$20.0 million.

— 10 —

LETTER FROM THE BOARD

The Utilities Revised Cap has been determined by the Company by reference to the historical aggregate amount payable by CDP to the Group for the provision of utilities services by the GBT Group, the expected increase in the requirements and demand of utilities services from the GBT Group by CDP for the year ending 31 December 2009 to cope with the expected increase in production of sorbitol, the expected increase in the cost of providing the utilities services by the GBT Group and the impact on the inflation rate as a result of the global economic slowdown.

The Directors (including the independent non-executive Directors) are of the view that the Utilities Revised Cap is fair and reasonable and in the interests of the Company and the Shareholders as a whole.

4. N EW M A ST ER AGR EEM EN TS FOR CON T I N U I NG CON N ECT ED TRANSACTIONS

Apart from the Existing Sorbitol Master Purchase Agreement and the Existing CDP Utilities Master Supply Agreement entered into by CDP and the GBT Group as mentioned above, the Group has also entered into the Existing Corn Sweeteners Master Sales Agreement, the Existing Group Utilities Master Supply Agreement and the Existing Corn Starch Master Purchase Agreement with the GBT Group for the sale of corn sweeteners products to, and for the provision and supply of electricity, water, steam and wastewater treatment services and corn starch from, the GBT Group, which are for a term expiring on 31 December 2009 unless terminated earlier in accordance with their respective terms and conditions.

As it is expected that the Group will continue to supply corn sweeteners, including sorbitol, to the GBT Group after the expiry of the Existing Corn Sweeteners Master Sales Agreement and the Existing Sorbitol Master Purchase Agreement on 31 December 2009, and members of the Group which have or will have their production facilities established in Changchun, the PRC will continue to require the provision and supply of electricity, water, steam and wastewater treatment services and the supply of corn starch by the GBT Group after the expiry of the Existing Utilities Master Supply Agreements and the Existing Corn Starch Master Purchase Agreement on 31 December 2009, the Group has entered into various new master agreements with the GBT Group with effect from 1 January 2010, details of which are set out below.

— 11 —

LETTER FROM THE BOARD

On 18 February 2008, the Group completed its acquisition of 49% equity interest in CDP through the acquisition of 49% equity interest in Global-Sorbitol (H.K.) Company Limited (formerly known as Global-Nikken (H.K.) Company Limited) from its minority shareholders. Each of Global-Sorbitol (H.K.) Company Limited and its wholly owned subsidiary, CDP, was a jointly-controlled entity of the Company prior to the acquisition. After the completion of the aforesaid acquisition, each of Global Sorbitol (H.K.) Company Limited and CDP became a wholly owned subsidiary of the Company. As the New Corn Sweeteners Master Sales Agreement and the New Utilities Master Supply Agreement will cover the sale of sorbitol product (as one of the corn sweeteners products) by CDP (as a member of the Group) to the GBT Group and the provision of utilities services by the GBT Group to CDP, no separate master agreements will be entered into between CDP and the GBT Group after expiry of the Existing Sorbitol Master Purchase Agreement and the Existing CDP Utilities Master Supply Agreement.

(a) New Corn Sweeteners Master Sales Agreement

Principal terms of the New Corn Sweeteners Master Sales Agreement

On 16 April 2009, Changchun Dihao (for itself and as trustee for the benefit of other members of the Group) and Global Corn Bio-chem (for itself and as trustee for the benefit of other members of the GBT Group) entered into the New Corn Sweeteners Master Sales Agreement for the supply of corn sweeteners, including sorbitol, by the Group to the GBT Group.

Pursuant to the New Corn Sweeteners Master Sales Agreement, the GBT Group will purchase corn sweeteners, including sorbitol, from the Group solely for its own production use at prices to be determined from time to time by the relevant members of the GBT Group and the Group on arm’s length basis and with reference to the prevailing market rates of the relevant corn sweeteners and on such other standard terms of sale and purchase from time to time, provided that such terms are on normal and usual commercial terms and are no more favourable as those applicable to the sales of the same type and quality of corn sweeteners for comparable quantity by the Group to Independent Third Parties. The payment terms for the products will be set out in the purchase order for each order to be placed under the New Corn Sweeteners Master Sales Agreement, provided that the purchase price shall be

— 12 —

LETTER FROM THE BOARD

payable by the relevant member of the GBT Group within 60 days after the date of the relevant invoice issued by the Group. The New Corn Sweeteners Master Sales Agreement is for a term of three years commencing from 1 January 2010 and expiring on 31 December 2012 unless terminated earlier by three months’ written notice by either party.

Proposed annual monetary caps

The aggregate historical annual monetary caps for the supply of corn sweeteners and sorbitol by the Group under the Existing Corn Sweeteners Master Sales Agreement and the Existing Sorbitol Master Purchase Agreement for each of the three years ending 31 December 2009, after taking into account the Sorbitol Revised Cap, were HK$338.0 million, HK$480.7 million and HK$808.4 million, respectively.

Based on the audited consolidated financial statements of the Group for each of the two years ended 31 December 2008 and the unaudited consolidated financial statements of the Group for the three months ended 31 March 2009, the sales of corn sweeteners, including sorbitol, by the Group to the GBT Group for the two years ended 31 December 2008 and the three months ended 31 March 2009 amounted to approximately HK$230.4 million, HK$393.4 million and HK$98.5 million, respectively.

The Directors expect that the aggregate selling prices receivable by the Group from the GBT Group for the supply of corn sweeteners, including sorbitol, by the Group to the GBT Group under the New Corn Sweeteners Master Sales Agreement for each of the three years ending 31 December 2012 will not exceed the annual monetary caps of HK$994.3 million, HK$1,131.0 million and HK$1,287.3 million, respectively.

The above proposed annual monetary caps have been determined by the Directors by reference to the historical aggregate selling prices receivable for the sale of corn sweeteners products by the Group and CDP to the GBT Group, the estimated demand of the Group’s corn sweeteners by the GBT Group for the three years ending 31 December 2012, the expected increase in the market prices of corn sweeteners in the coming years and the impact thereof as a result of the global economic slowdown.

— 13 —

LETTER FROM THE BOARD

Reasons for the continuing connected transactions

The GBT Group has been sourcing corn sweeteners, including sorbitol, from the Group and third party suppliers as one of the principal production materials for production of its amino acids and polyol products. Leveraged from the Group’s efficient cost control, the Group has been able to offer its corn sweeteners products to its Independent Third Party customers in Changchun at more competitive prices than that offered to the GBT Group by third party suppliers in Changchun for corn sweeteners products sourced thereby. As such, it is beneficial to both the Group and the GBT Group for the GBT Group to source corn sweeteners from the Group, with assurance as to quality and at more competitive prices. With the expected increase in demand of the Group’s crystallised glucose and sorbitol products by the GBT Group due to the expansion of its polyol business, the sale of corn sweeteners by the Group to the GBT Group under the New Corn Sweeteners Master Sales Agreement will also provide a secured source of revenue for the Group.

The terms and conditions of the New Corn Sweeteners Master Sales Agreement were negotiated between the parties to it on an arm’s length basis. The Directors (including the independent non-executive Directors) are of the view that the terms and conditions of the New Corn Sweeteners Master Sales Agreement are on normal commercial terms that are fair and reasonable and the continuing connected transactions under the New Corn Sweeteners Master Sales Agreement will be conducted in the ordinary and usual course of business of the Group and in the interests of the Company and the Shareholders as a whole.

The Directors (including the independent non-executive Directors) are also of the view that the proposed annual caps for the continuing connected transactions under the New Corn Sweeteners Master Sales Agreement for each of the three years ending 31 December 2012 are fair and reasonable and in the interests of the Company and the Shareholders as a whole.

— 14 —

LETTER FROM THE BOARD

(b) New Utilities Master Supply Agreement

Principal terms of the New Utilities Master Supply Agreement

On 16 April 2009, Changchun Dihao (for itself and as trustee for the benefit of other members of the Changchun Group) entered into the New Utilities Master Supply Agreement with Dacheng Corn to ensure continual supply of utilities services by the GBT Group to the Group after the expiry of the term of the Existing Utilities Master Supply Agreement.

Pursuant to the New Utilities Master Supply Agreement, Dacheng Corn shall procure the supply of electricity, water and steam and the provision of wastewater treatment services to the Changchun Group on arm’s length basis and with reference to the actual cost incurred by Dacheng Corn for its provision of such services. The fees payable by the Changchun Group shall be settled on a monthly basis and shall be payable by the Changchun Group within 90 days after the date of the relevant invoice issued by Dacheng Corn.

The New Utilities Master Supply Agreement shall have an initial term of three years commencing on 1 January 2010 and expiring on 31 December 2012, with an option by the Changchun Group, but not Dacheng Corn, to renew the term for three years on the expiry of such term and on the expiry of every successive period of three years thereafter (subject however to the compliance by the Company and GBT of the applicable Listing Rules), unless terminated earlier by three months’ written notice by the Group. Dacheng Corn shall indemnify and hold the Changchun Group fully indemnified against any claims, damages, losses, costs and expenses arising out of or in connection with any breach of obligations in the course of providing its services under the New Utilities Master Supply Agreement, including any failure to comply with the applicable national and provincial environmental protection laws and regulations in respect of the discharge of wastewater and other waste by its wastewater treatment facilities, or any failure or disruption in providing its services to the Changchun Group other than as a result of any force majeure events such as war, calamity or any other events which are beyond the control of Dacheng Corn.

— 15 —

LETTER FROM THE BOARD

Proposed new annual monetary caps

The historical annual monetary caps for the supply of utilities services by Dacheng Corn to the Changchun Group under the Existing Utilities Master Supply Agreements for each of the three years ending 31 December 2009, after taking into account the Utilities Revised Cap, were HK$91.5 million, HK$91.5 million and HK$131.2 million, respectively.

Based on the audited consolidated financial statements of the Group for each of the two years ended 31 December 2008 and the unaudited consolidated financial statements of the Group for the three months ended 31 March 2009, the aggregate amount of fees payable by the Changchun Group to Dacheng Corn in respect of the provision of utilities services by Dacheng Corn for the two years ended 31 December 2008 and the three months ended 31 March 2009 amounted to approximately HK$70.0 million, HK$89.0 million and HK$22.4 million, respectively.

The Directors expect that the aggregate fees payable by the Changchun Group to Dacheng Corn for the supply of utilities services by Dacheng Corn to the Changchun Group for each of the three years ending 31 December 2012 will not exceed HK$124.3 million, HK$136.9 million and HK$150.5 million, respectively.

The above proposed annual monetary caps have been determined by the Directors by reference to the historical aggregate fees payable by the Changchun Group (including CDP) to Dacheng Corn for provision of utilities services, the expected increase in the cost of providing the utilities services by Dacheng Corn in the coming years, the impact on the inflation rate as a result of the global economic slowdown and the expected increase in the requirements and demand for supply of electricity, water and steam and the provision of wastewater treatment services from Dacheng Corn by the Changchun Group as a result of the expected increase in the production of sorbitol and other corn sweeteners products during the three years ending 31 December 2012.

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LETTER FROM THE BOARD

Reasons for the continuing connected transactions

As mentioned in the Prospectus, Dacheng Corn has been providing utilities services including electricity, water, steam and wastewater treatment services to the Changchun Group on a recurring basis. The Directors consider that it is for the commercial benefit of the Changchun Group to source utilities services from Dacheng Corn to achieve economies of scale. The Directors also consider that it is for the commercial benefit of the Changchun Group to source such utilities services from Dacheng Corn instead of incurring capital expenditure or additional cost for construction of its own facility or sourcing from third party suppliers, as the price is determined with reference to the actual cost incurred by Dacheng Corn for its provision of such services, which is on normal commercial terms and on price not higher than that sourced by the Changchun Group from Independent Third Parties. Further, since Dacheng Corn has been acting as the administrator in dealing with local electricity and water suppliers for the supply of electricity and water for the Changchun Group, administrative time and costs are saved by the Changchun Group in this respect.

The terms and conditions of the New Utilities Master Supply Agreement were negotiated between the parties to it on an arm’s length basis. The Directors (including the independent non-executive Directors) are of the view that the terms and conditions of the New Utilities Master Supply Agreement are on normal commercial terms that are fair and reasonable and the continuing connected transactions under the New Utilities Master Supply Agreement will be conducted in the ordinary and usual course of business of the Group and in the interests of the Company and the Shareholders as a whole.

The Directors (including the independent non-executive Directors) are also of the view that the proposed annual monetary caps for the continuing connected transactions under the New Utilities Master Supply Agreement for each of the three years ending 31 December 2012 are fair and reasonable and in the interests of the Company and the Shareholders as a whole.

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LETTER FROM THE BOARD

(c) New Corn Starch Master Purchase Agreement

Principal terms of the New Corn Starch Master Purchase Agreement

On 16 April 2009, Changchun Dihao (for itself and as trustee for the benefit of other members of the Changchun Group) entered into the New Corn Starch Master Purchase Agreement with Dacheng Corn (for itself and as trustee for the benefit of other member of the GBT Group which have their production facilities for the production of corn starch in slurry form in Changchun, the PRC) to ensure continual supply of corn starch by the GBT Group to the Group after the expiry of the term of the Existing Corn Starch Master Purchase Agreement.

Pursuant to the New Corn Starch Master Purchase Agreement, the Changchun Group will purchase corn starch in the form of starch slurry from the relevant member of the GBT Group at prices to be from time to time determined by the relevant members of the GBT Group and the Group on arm’s length basis and with reference to the prevailing market rates of corn starch powder, with adjustments to be made to the purchase price with reference to the dehumidifying, packaging, transportation, storage and other related costs which should be borne by the Group but for the delivery arrangement explained below, and on such other standard terms of sale and purchase from time to time.

Pursuant to the New Corn Starch Master Purchase Agreement, the GBT Group will procure the delivery of corn starch to the Group’s Changchun production plants by way of starch pipeline. There are meters between the Changchun Group’s and the relevant GBT Group members’ production plants in Changchun measuring the amount of corn starch consumed. The payment terms for the products will be set out in the purchase order for each order to be placed under the New Corn Starch Master Purchase Agreement, provided that the purchase price shall be payable by the relevant member of the Changchun Group within 60 days after the date of the relevant invoice issued by the relevant member of the GBT Group. The New Corn Starch Master Purchase Agreement is for a term of three years commencing from 1 January 2010 and expiring on 31 December 2012 unless terminated earlier by three months’ written notice by either party.

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LETTER FROM THE BOARD

Proposed new annual monetary caps

The historical annual monetary caps for the purchase of corn starch from the GBT Group under the Existing Corn Starch Master Purchase Agreement for each of the three years ending 31 December 2009 were HK$891.4 million, HK$755.2 million and HK$830.8 million, respectively.

Based on the audited consolidated financial statements of the Group for each of the two years ended 31 December 2008 and the unaudited consolidated financial statements of the Group for the three months ended 31 March 2009, the aggregate amount of fees payable by the Changchun Group to the GBT Group in respect of the purchase of corn starch form the GBT Group for the two years ended 31 December 2008 and the three months ended 31 March 2009 amounted to approximately HK$872.2 million, HK$689.3 million and HK$129.5 million, respectively.

The Directors expect that the aggregate purchase prices payable by the Changchun Group for the purchase of corn starch from the GBT Group by the Changchun Group for each of the three years ending 31 December 2012 will not exceed HK$797.9 million, HK$877.6 million and HK$965.5 million, respectively.

The proposed annual caps for each of the three years ending 31 December 2012 have been determined by the Directors by reference to the historical aggregate purchase prices payable by the Changchun Group to the GBT Group for the purchase of corn starch, the expected increase in the price of corn starch and the impact thereof as a result of the global economic slowdown.

Reasons for the continuing connected transactions

As mentioned in the Prospectus, the Group has been sourcing corn starch from the GBT Group as one of the principal production materials for the Group’s production. The Directors consider that the purchase of corn starch from the GBT Group under the New Corn Starch Master Purchase Agreement is beneficial to the Group as the GBT Group has a proven track record of quality products and the Group can source reliable supply and consistent quality of production materials and at the same time, owing to the close proximity of the production facilities of the Group and the GBT Group in Changchun, the supply of corn starch by the GBT Group to the Group in slurry form through a pipeline arrangement could largely save the Group’s processing, packaging, dehumidifying, storage, transportation and other related costs.

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LETTER FROM THE BOARD

The terms and conditions of the New Corn Starch Master Purchase Agreement were negotiated between the parties to it on an arm’s length basis. The Directors (including the independent non-executive Directors) are of the view that the terms and conditions of the New Corn Starch Master Purchase Agreement are on normal commercial terms that are fair and reasonable and the continuing connected transactions under the New Corn Starch Master Purchase Agreement will be conducted in the ordinary and usual course of business of the Group and in the interests of the Company and the Shareholders as a whole.

The Directors (including the independent non-executive Directors) are also of the view that the proposed annual monetary caps for the continuing connected transactions under the New Corn Starch Master Purchase Agreement for each of the three years ending 31 December 2012 are fair and reasonable and in the interests of the Company and the Shareholders as a whole.

5. IMPLICATIONS UNDER THE LISTING RULES

The Group is principally engaged in the production and sale of various corn sweeteners, including sorbitol. The GBT Group is principally engaged in the manufacture and sale of corn refined and corn based biochemical products, including polyol chemical products and corn starch. Dacheng Corn is principally engaged in the manufacture and sales of corn refined products and Global Corn Bio-chem is an investment holding company.

As Global Corn Bio-chem, a wholly owned subsidiary of GBT, is a substantial Shareholder holding in aggregate approximately 67% interest in the issued share capital of the Company as at the Latest Practicable Date, and Dacheng Corn is a wholly owned subsidiary of GBT, both Global Corn Bio-chem and Dacheng Corn are connected persons of the Company under the Listing Rules. Therefore, the transactions contemplated under the Existing Sorbitol Master Purchase Agreement, the Existing CDP Utilities Master Supply Agreement and each of the New Master Agreements constitute continuing connected transactions of the Company under Chapter 14A of the Listing Rules.

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LETTER FROM THE BOARD

As the applicable percentage ratios for the Revised Caps under the Existing Sorbitol Master Purchase Agreement and the Existing CDP Utilities Master Supply Agreement for the year ending 31 December 2009 are expected to exceed 2.5% and the annual consideration receivable from or, as the case may be, payable to the GBT Group under the aforesaid agreements are expected to exceed HK$10 million each, the Revised Caps are subject to the reporting, announcement and Independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules.

As the annual consideration receivable from or, as the case may be, payable to the GBT Group under each of the New Master Agreements for each of the three years ending 31 December 2012 are expected to represent more than 2.5% of each of the applicable percentage ratios under the Listing Rules and are expected to exceed HK$10 million each, the continuing connected transactions under each of the New Master Agreements and the annual monetary caps therefor are subject to the reporting, announcement and Independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules.

6. EGM

The Company will convene the EGM at Level 3, JW Marriott Hotel Hong Kong, Pacific Place, 88 Queensway, Hong Kong at 3:00 p.m. on Friday, 29 May 2009 to consider and, if thought fit, approve (a) the revision of annual cap for supply of sorbitol to the GBT Group; (b) the revision of annual cap for provision of utilities services by the GBT Group to CDP; (c) the New Master Agreements for continuing connected transactions and the related annual caps. A notice of the EGM is set out on pages 47 to 50 of this circular.

Pursuant to Rule 13.39(4) of the Listing Rules, all resolutions to be proposed at the EGM will be taken by poll, the results of which will be announced after the EGM.

GBT and its associates, and any Shareholders who are materially interested in the continuing connected transactions under the Existing Sorbitol Master Purchase Agreement, Existing CDP Utilities Master Supply Agreement or any of the New Master Agreements, are required to abstain from voting on the resolutions proposed to be passed at the EGM for approving the Revised Caps, the continuing connected transactions under the New Master Agreements and the related annual monetary caps.

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LETTER FROM THE BOARD

To the best knowledge of the Directors after making all reasonable enquiries, as at the Latest Practicable Date, GBT and its associates held an aggregate of 700,500,000 Shares, representing approximately 67% of the entire issued share capital of the Company as at the Latest Practicable Date.

A form of proxy for use at the EGM is also enclosed. If you are unable to attend the EGM in person, you are requested to complete and return the 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 for the EGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the EGM or any adjournment thereof should you so wish.

7. RECOMMENDATION

The Directors consider that the Revised Caps, the continuing connected transactions under the New Master Agreements and the related annual monetary caps are in the best interests of the Company and the Shareholders. Accordingly, the Directors recommend you to vote in favour of the relevant resolutions in the terms as set out in the notice of the EGM.

8. ADDITIONAL INFORMATION

Your attention is also drawn to the letter from the Independent Board Committee set out in pages 23 to 24 of this circular which contains its advice to the Independent Shareholders regarding the Revised Caps, the continuing connected transactions under the New Master Agreements and the related annual monetary caps, the letter from Vinco Capital set out in pages 25 to 39 of this circular which contains its advice to the Independent Board Committee and the Independent Shareholders regarding the Revised Caps, the continuing connected transactions under the New Master Agreements and the related annual monetary caps and the principal factors and reasons taken into consideration in arriving at its advice, and the additional information set out in the appendix to this circular.

By order of the Board Global Sweeteners Holdings Limited

Kong Zhanpeng

Chairman

— 22 —

LETTER FROM INDEPENDENT BOARD COMMITTEE

GLOBAL SWEETENERS HOLDINGS LIMITED 大成糖業控股有限公司 *

(incorporated in the Cayman Islands with limited liability)

(Stock code: 03889)

6 May 2009

To the Independent Shareholders

Dear Sir or Madam,

CONTINUING CONNECTED TRANSACTIONS:

(1) REVISION OF ANNUAL CAP FOR SUPPLY OF SORBITOL TO THE GBT GROUP

(2) REVISION OF ANNUAL CAP FOR PROVISION OF UTILITIES SERVICES BY THE GBT GROUP TO CDP

(3) NEW MASTER AGREEMENTS FOR CONTINUING CONNECTED TRANSACTIONS

We refer to the circular issued by the Company to its shareholders and dated 6 May 2009 (“ Circular ”) of which this letter forms part. Terms defined in the Circular have the same meanings when used in this letter unless the context otherwise requires.

Under the Listing Rules, the transactions contemplated under the Existing Sorbitol Master Purchase Agreement, the Existing CDP Utilities Master Supply Agreement and each of the New Master Agreements constitute continuing connected transactions for the Company and are subject to the approval of the Independent Shareholders.

We have been appointed by the Board to consider the Revised Caps, the terms of the New Master Agreements and the related annual monetary caps and to advise the Independent Shareholders in connection with the Revised Caps and the continuing connected transactions as contemplated under each of the New Master Agreements as to whether, in our opinion, the Revised Caps, the terms of the New Master Agreements and the related

• for identification purposes only

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LETTER FROM INDEPENDENT BOARD COMMITTEE

annual monetary caps are fair and reasonable and whether such continuing connected transactions are in the interests of the Company and its Shareholders as a whole. Vinco Capital has been appointed as the independent financial adviser to advise us and the Independent Shareholders in this respect.

We wish to draw your attention to the letter from the Board and the letter from Vinco Capital as set out in the Circular. Having considered the principal factors and reasons considered by, and the advice of, Vinco Capital as set out in its letter of advice, we consider that the respective terms and conditions of the New Master Agreements are on normal commercial terms. We also consider that the Revised Caps, the terms of the continuing connected transactions as contemplated under the New Master Agreements and the related annual caps are fair and reasonable and in the interests of the Company and its Shareholders as a whole. Accordingly, we would recommend the Independent Shareholders to vote in favour of the ordinary resolutions to approve the Revised Caps, the continuing connected transactions as contemplated under the New Master Agreements and the related annual monetary caps at the EGM.

Yours faithfully,

For and on behalf of

Independent Board Committee

Chan Yuk Tong

Gao Yunchun Ho Lic Ki Yan Man Sing Frankie Independent non-executive Directors

— 24 —

LETTER FROM VINCO CAPITAL

The following is the text of a letter of advice from Grand Vinco Capital Limited to the Independent Board Committee and the Independent Shareholders in connection with the Revised Caps, the continuing connected transactions under the New Master Agreements and the related annual monetary caps, which has been prepared for the purpose of incorporation in this circular:

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Grand Vinco Capital Limited

Units 4909-4910, 49/F., The Center 99 Queen’s Road Central, Hong Kong

6 May 2009

To the Independent Board Committee and the Independent Shareholders of Global Sweeteners Holdings Limited

Dear Sirs,

CONTINUING CONNECTED TRANSACTIONS:

(1) REVISION OF ANNUAL CAP FOR SUPPLY OF SORBITOL TO THE GBT GROUP;

(2) REVISION OF ANNUAL CAP FOR PROVISION OF UTILITIES SERVICES BY THE GBT GROUP TO CDP;

AND

(3) NEW MASTER AGREEMENTS FOR CONTINUING CONNECTED

TRANSACTIONS

INTRODUCTION

We refer to our engagement as the Independent Financial Adviser to advise the Independent Board Committee and Independent Shareholders in respect of the Revised Caps, the continuing connected transactions under the New Master Agreements and related annual monetary caps, details of which are set out in the “Letter from the Board” of the circular of the Company dated 6 May 2009 (“Circular”) to the Shareholders, of which this letter forms part. Capitalized terms used in this letter shall have the same meanings ascribed to them in the Circular unless the context otherwise requires.

— 25 —

LETTER FROM VINCO CAPITAL

The Company announced on 20 April 2009 in relation to (1) the proposed revision of annual cap for supply of sorbitol to the GBT Group; (2) the proposed revision of annual cap for provision of utilities services by the GBT Group to CDP; and (3) the entering into of the New Master Agreements.

Global Corn Bio-chem, a wholly owned subsidiary of GBT, is a substantial Shareholder holding in aggregate approximately 67% interest in the issued share capital of the Company as at the Latest Practicable Date, and Dacheng Corn is a wholly owned subsidiary of GBT, both Global Corn Bio-chem and Dacheng Corn are connected persons of the Company under the Listing Rules. Therefore, the transactions contemplated under the Existing Sorbitol Master Purchase Agreement, the Existing CDP Utilities Master Supply Agreement and each of the New Master Agreements constitute continuing connected transactions of the Company under Chapter 14A of the Listing Rules.

Since the applicable percentage ratios for the Revised Caps under the Existing Sorbitol Master Purchase Agreement and the Existing CDP Utilities Master Supply Agreement for the year ending 31 December 2009 are expected to exceed 2.5% and the annual consideration receivable from or, as the case may be, payable to the GBT Group under the aforesaid agreements are expected to exceed HK$10 million each, the Revised Caps are subject to the reporting, announcement and Independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules.

As the annual consideration receivable from or, as the case may be, payable to the GBT Group under the New Master Agreements for each of the three years ending 31 December 2012 are expected to represent more than 2.5% of each of the applicable percentage ratios under the Listing Rules and are expected to exceed HK$10 million each, the continuing connected transactions under each of the New Master Agreements and the annual monetary caps therefor are subject to the reporting, announcement and Independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules.

GBT Group and its associates, and any Shareholders who are materially interested in the continuing connected transactions under the Existing Sorbitol Master Purchase Agreement, Existing CDP Utilities Master Supply Agreement or any of the New Master Agreements are required to abstain from voting in the relevant resolutions proposed to be passed at the EGM for approving the Revised Caps, the continuing connected transactions under the New Master Agreements and the related annual monetary caps.

— 26 —

LETTER FROM VINCO CAPITAL

The Independent Board Committee comprising Mr. Chan Yuk Tong, Mr. Gao Yunchun, Mr. Ho Lic Ki and Mr. Yan Man Sing Frankie, being all the independent non-executive Directors, has been formed to advise the Independent Shareholders on the Revised Caps, the continuing connected transactions under the New Master Agreements and the related annual monetary caps. We have been appointed as the Independent Financial Adviser to advise the Independent Board Committee and the Independent Shareholders in respect of the Revised Caps, the continuing connected transactions under the New Master Agreements and the related annual monetary caps. In our capacity as the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders for the purposes of the Listing Rules, our role is to give you an independent opinion as to whether the Revised Caps, the continuing connected transactions under the New Master Agreements and the related annual monetary caps are on normal commercial terms, in the ordinary course of business, fair and reasonable and in the interests of the Company and the Independent Shareholders as a whole.

BASIS OF OUR OPINION AND RECOMMENDATION

In forming our opinion and recommendation, we have relied on the information, facts and representations contained or referred to in the Circular and the information, facts and representations provided by, and the opinions expressed by the Directors, management of the Company and its subsidiaries. We have assumed that all information, facts, opinions and representations made or referred to in the Circular were true, accurate and complete at the time they were made and continued to be true, accurate and complete as at the date of the Circular and that all expectations and intentions of the Directors, management of the Company and its subsidiaries, will be met or carried out as the case may be. We have no reason to doubt the truth, accuracy and completeness of the information, facts, opinions and representations provided to us by the Directors, management of the Company and its subsidiaries. The Directors have confirmed to us that no material facts have been omitted from the information supplied and opinions expressed. We have no reason to doubt that any relevant material facts have been withheld or omitted from the information provided and referred to in the Circular or the reasonableness of the opinions and representations provided to us by the Directors, management of the Company and its subsidiaries.

The Directors jointly and severally accept full responsibility for the accuracy of the information contained in the Circular and confirm, having made all reasonable enquiries, that to the best of their knowledge, opinions expressed in the Circular have been arrived at after due and careful consideration and there are no other facts not contained in the Circular, the omission of which would make any statement in the Circular misleading.

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LETTER FROM VINCO CAPITAL

We have relied on such information and opinions and have not, however, conducted any independent verification of the information provided, nor have we carried out any independent investigation into the business, financial conditions and affairs of the Group or its future prospect.

Based on the foregoing, we confirm that we have taken all reasonable steps, which are applicable to the Revised Caps, the continuing connected transactions under the New Master Agreements and related annual monetary caps, to satisfy ourselves as referred to in Rule 13.80 of the Listing Rules (including the notes thereto).

This letter is issued for the information for the Independent Board Committee and the Independent Shareholders solely in connection with their consideration of the Revised Caps, the continuing connected transactions under the New Master Agreements and related annual monetary caps and, except for its inclusion in the Circular and for the purpose of the EGM, is not to be quoted or referred to, in whole or in part, nor shall this letter be used for any other purposes, without our prior written consent.

PRINCIPAL FACTORS AND REASONS CONSIDERED

In arriving at our opinion and recommendation to the Independent Board Committee and the Independent Shareholders in relation to the Revised Caps, the continuing connected transactions under the New Master Agreements and related annual monetary caps, we have considered the following principal factors and reason:

1. Background

Information of the Group

The Group is principally engaged in the production and sale of corn refined products and various corn based sweeteners products, including sorbitol.

Information of the GBT Group, Dacheng Corn and Global Corn Bio-chem

The GBT Group is principally engaged in the manufacture and sale of corn refined and corn based biochemical products, including polyol chemical products and corn starch.

Dacheng Corn is principally engaged in the manufacture and sales of corn refined products and Global Corn Bio-chem is an investment holding company.

— 28 —

LETTER FROM VINCO CAPITAL

Background of the Revised Caps, the continuing connected transactions under the New Master Agreements and related annual monetary caps

With reference to the Prospectus dated 10 September 2007, the Group has entered into the Existing Corn Starch Master Purchase Agreement, the Existing Corn Sweeteners Master Sales Agreement, Existing Sorbitol Master Purchase Agreement and the Existing Utilities Master Supply Agreements with the GBT Group.

The Stock Exchange has granted a waiver pursuant to Rule 14A.42(3) of the Listing Rules to exempt the transactions contemplated under the Existing Corn Starch Master Purchase Agreement, the Existing Corn Sweeteners Master Sales Agreement, the Existing Sorbitol Master Purchase Agreement and Existing Utilities Master Supply Agreements from compliance with the announcement and/or the independent shareholders’ approval requirements under Rules 14A.47 and 14A.48 of the Listing Rules.

Prospect of the refined sugar market

The principal business of the Group is production of and sale of corn refined products and various corn based sweeteners products, including sorbitol, which can be classified into the refined sugar industry. With reference to the statistics issued by the National Bureau of Statistics of China, we noted that production of refined sugar (categorized under major industrial products) has increased from approximately 9.49 million tons in 2006 to approximately 12.71 million tons in 2007, representing a growth of approximately 33.93%; the production of refined sugar (categorized under major industrial products) further increased to approximately 14.50 million tons in 2008, representing a growth of approximately 14.08% over 2007. We are of the view that the refined sugar industry has been growing at a steady rate during the past few years.

i. The Revised Caps

As set out in the Letter from the Board, the Group has been informed by the GBT Group that its 200,000 mtpa polyol plants in Changchun have been modified such that apart from crystallised glucose, sorbitol may now be used as their alternative principal production material for production of its polyol products. To cope with the expected growth in demand in the sorbitol market, CDP has conducted a modification of its production facilities, which is expected to complete in the second quarter of 2009, whereby its production

— 29 —

LETTER FROM VINCO CAPITAL

capacity will be increased from 60,000 mtpa to 100,000 mtpa. Due to the expected increase in demand for sorbitol from the GBT Group, we noted that the Group expected that the aggregate selling price receivable by CDP from the GBT Group for the sale of sorbitol by CDP under the Existing Sorbitol Master Purchase Agreement for the year ending 31 December 2009 will exceed the current annual monetary cap for the year ending 31 December 2009 of HK$35.1 million but will not exceed the proposed revised annual monetary cap of HK$107.5 million.

To cope with the expected increase in production of sorbitol by CDP as explained above, we noted that CDP’s requirements and demand for utilities services is also expected to increase for the year ending 31 December 2009. Therefore, the Directors expect that the aggregate amount payable by CDP to the GBT Group under the Existing CDP Utilities Master Supply Agreement will exceed the current annual monetary cap for the year ending 31 December 2009 of HK$9.6 million but will not exceed the proposed revised annual monetary cap of HK$20.0 million.

ii. The New Master Agreements

The continuing connected transactions under the Existing Sorbitol Master Purchase Agreement, Existing CDP Utilities Master Supply Agreement, Existing Corn Sweeteners Master Sales Agreement, the Existing Group Utilities Master Supply Agreement and the Existing Corn Starch Master Purchase Agreement are for a term expiring on 31 December 2009 unless terminated earlier in accordance with their respective terms and conditions. We noted that the Group is expected to continue to supply corn sweeteners, including sorbitol, to the GBT Group after the expiry of the Existing Corn Sweeteners Master Sales Agreement and the Existing Sorbitol Master Purchase Agreement on 31 December 2009, and members of the Group which have or will have their production facilities established in Changchun, the PRC will continue to require the provision and supply of electricity, water, steam and wastewater treatment services and the supply of corn starch by the GBT Group after the expiry of the Existing Utilities Master Supply Agreements and the Existing Corn Starch Master Purchase Agreement on 31 December 2009, the Group has entered into New Master Agreements with the GBT Group with effect from 1 January 2010.

— 30 —

LETTER FROM VINCO CAPITAL

On 18 February 2008, the Group completed its acquisition of 49% equity interest in CDP through the acquisition of 49% equity interest in GlobalSorbitol (H.K.) Company Limited (formerly known as Global-Nikken (H.K.) Company Limited) from its minority shareholders. Each of Global-Sorbitol (H.K.) Company Limited and its wholly owned subsidiary, CDP, was a jointly controlled entity of the Company prior to the acquisition. After the completion of the aforesaid acquisition, each of Global-Sorbitol (H.K.) Company Limited and CDP became a wholly owned subsidiary of the Company. As the New Corn Sweeteners Master Sales Agreement and the New Utilities Master Supply Agreement will cover the sale of sorbitol product (as one of the corn sweeteners products) by CDP (as a member of the Group) to the GBT Group and the provision of utilities services by the GBT Group to CDP, no separate master agreements will be entered into between CDP and the GBT Group after expiry of the Existing Sorbitol Master Purchase Agreement and the Existing CDP Utilities Master Supply Agreement.

2. Basis for the Revised Caps

a) The Sorbitol Revised Cap

We noted that the GBT Group has extended its use of sorbitol as their alternative principal production material for production of polyol products for its 200,000 mtpa polyol plant in Changchun. Accordingly, CDP has also expanded its production facilities (which is expected to complete in second quarter of 2009) to capture the increase in demand of sorbitol from the GBT Group. Therefore, the Group estimated that the aggregate proceeds from the sales of sorbitol from the Group to the GBT Group will exceed the current annual monetary cap for the year ending 31 December 2009 of HK$35.1 million and thus the Company proposed to revise such annual monetary cap for the year ending 31 December 2009 to HK$107.5 million.

— 31 —

LETTER FROM VINCO CAPITAL

The following table illustrates the sales of sorbitol by CDP to the GBT Group for each of the two years ended 31 December 2008 and the three months ended 31 March 2009 and the current annual monetary caps for such sales for the three years ending 31 December 2009:

	For the year	For the year	For the year
	ended	ended	ending
	31 December	31 December	31 December
	2007	2008	2009
	HK$ million	HK$ million	HK$ million
Annual sales	7.0	24.6	15.0
			(Note)
Current annual
monetary caps	14.0	31.4	35.1

Note: The figure represents the approximate actual sales of sorbitol by CDP to the GBT Group for the period commencing from 1 January 2009 up to 31 March 2009 based on the unaudited management accounts of CDP for the three months ended 31 March 2009.

In assessing whether the Sorbitol Revised Cap is fair and reasonable to the Company and the Independent Shareholders as whole, we have considered (i) the Existing Sorbitol Master Purchase Agreement is in the ordinary course of business of the Group; (ii) pursuant to the announcements of the Company regarding quarterly reports of continuing connected transactions dated 11 June 2008, 11 August 2008, 13 November 2008 and 18 February 2009, the sales of sorbitol, among other things, charged to the GBT Group were in line with the prescribed guidelines devised by the CCT Supervisory Committee (as hereinafter defined) of the Group and therefore were on normal commercial terms; (iii) upon review of the relevant invoices of the Group, the price of the sorbitol sold to Independent Third Parties was comparable to the price of sorbitol sold to GBT Group; (iv) as confirmed by the Company, there had been no violation of the terms of the Existing Sorbitol Master Purchase Agreement from the date of such agreement up to the Latest Practicable Date; and (v) the revised cap is a result of an expected increase in demand of sorbitol from the GBT Group arising from the modification of production method. Based on the foregoing, we are of the view that the Sorbitol Revised Cap is fair and reasonable to the Company and the Independent Shareholders as a whole.

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LETTER FROM VINCO CAPITAL

b) The Utilities Revised Cap

We noted that due to the expected increase in production of sorbitol by CDP as discussed in the above paragraph, the demand for utilities services is also expected to increase for the year ending 31 December 2009. Therefore, the Group estimated that the aggregate amount payable to the GBT Group from the Group will exceed the current annual monetary cap for the year ending 31 December 2009 of HK$9.6 million and thus the Company proposed to revise such annual monetary cap for the year ending 31 December 2009 to HK$20.0 million.

The following table illustrates the amount payable by CDP to Dacheng Corn in respect of the provision of utilities services by Dacheng Corn for each of the two years ended 31 December 2008 and the three months ended 31 March 2009 and the current annual monetary caps for such sales for the three years ending 31 December 2009:

	For the year	For the year	For the year
	ended	ended	ending
	31 December	31 December	31 December
	2007	2008	2009
	HK$ million	HK$ million	HK$ million
Annual sales	5.0	8.4	2.4
			(Note)
Current annual
monetary caps	9.6	9.6	9.6

Note: The figure represents the approximate amount payable by CDP to the GBT Group in respect of the provision of utilities services by the GBT Group for the period commencing from 1 January 2009 up to 31 March 2009 based on the unaudited management accounts of CDP for the three months ended 31 March 2009.

In assessing whether the Utilities Revised Cap is fair and reasonable to the Company and the Independent Shareholders as whole, we have considered (i) the Existing CDP Utilities Master Supply Agreement is in the ordinary course of business of the Group; (ii) pursuant to the announcements of the Company regarding quarterly reports of continuing connected transactions dated 11 June 2008, 11 August 2008, 13 November 2008 and 18 February 2009, the fees charged by the GBT Group for the utilities services were in accordance to the Existing CDP Utilities Master Supply Agreement and on normal commercial

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LETTER FROM VINCO CAPITAL

terms; and (iii) as confirmed by the Company, there had been no violation of the terms of the Existing CDP Utilities Master Supply Agreement from the date of such agreement up to the Latest Practicable Date; and (iv) the expected increase in demand of utilities services from CDP arising from the expected increase in demand of production of sorbitol by CDP. Based on the foregoing, we are of the view that the Utilities Revised Cap is fair and reasonable to the Company and the Independent Shareholders as a whole.

3. Basis for the New Master Agreements and the related annual monetary caps

a) Historical annual caps

The table below sets out the historical annual monetary caps and the actual sales for the continuing connected transactions under the Existing Corn Sweeteners Master Sales Agreement, the Existing Sorbitol Master Purchase Agreement, the Existing Utilities Master Supply Agreements and the Existing Corn Starch Master Purchase Agreement for the three years ending 31 December 2009, after taking into account the Sorbitol Revised Cap and the Utilities Revised Cap:

	Year	ended	Year	ended		Year	ending	ending
	31 December 2007		31 December 2008			31 December 2009
						Actual
						amount
		Annual		Annual		(up to 31			Annual
	Actual	monetary	Actual	monetary		March		monetary
	amount	cap	amount		cap	2009)			cap
	(Audited)		(Audited)			(Unaudited)
	(HK$ million)	(HK$ million)	(HK$ million)	(HK$ million)		(HK$ million)	(HK$		million)
Existing Corn Sweeteners
Master Sales
Agreement and Existing
Sorbitol Master
Purchase Agreement:
Sales of corn sweeteners
(including sorbitol) by
the Group to the GBT
Group	230.4	338.0	393.4	480.7		98.5			808.4

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LETTER FROM VINCO CAPITAL

	Year	ended	Year	ended	Year	ending
	31 December 2007		31 December 2008		31 December 2009
					Actual
					amount
		Annual		Annual	(up to 31		Annual
	Actual	monetary	Actual	monetary	March	monetary
	amount	cap	amount	cap	2009)		cap
	(Audited)		(Audited)		(Unaudited)
	(HK$ million)	(HK$ million)	(HK$ million)	(HK$ million)	(HK$ million)	(HK$	million)
Existing Utilities Master
Supply Agreements:
Fees paid by the Changchun
Group to Dacheng
Corn for the provision
of utilities services by
Dacheng Corn	70.0	91.5	89.0	91.5	22.4		131.2
Existing Corn Starch
Master Purchase
Agreement:
Fees paid by the Changchun
Group to the GBT
Group in respect of the
purchase of corn starch
from the GBT Group	872.2	891.4	689.3	755.2	129.5		830.8

As illustrated on the above-mentioned table, the existing annual monetary caps granted in respect of the aforementioned continuing connected transactions have not been exceeded.

Save for (1) sales of corn sweeteners (including sorbitol) by the Group to the GBT Group during the year ended 31 December 2007; (2) fees paid by the Changchun Group to Dacheng Corn for the provision of utilities services by Dacheng Corn during the year ended 31 December 2007 were utilized as to approximately 68.17% and 76.50% against their respective annual monetary caps, we noted that the Company has substantially utilized the existing annual monetary caps.

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LETTER FROM VINCO CAPITAL

b) Terms of the New Master Agreements

The Company entered into the New Master Agreements, which provide the principal terms and conditions under which goods and/or services to be provided or to be acquired (as the case may be) by the Group. Independent Shareholders should note that the respective existing master agreements remain in full force and in effect as at the Latest Practicable Date.

Under the terms of the New Corn Sweeteners Master Sales Agreement and the New Corn Starch Master Purchase Agreement, we noted that the pricing terms on which the goods to be provided or to be acquired (as the case may be) shall be determined on arm’s length basis and with reference to the prevailing market rates of the relevant goods to be provided or to be acquired (as the case may be). Under the terms of the New Utilities Master Supply Agreement, the fees payable by the Group will be determined in arm’s length basis with reference to the actual costs incurred by Dacheng Corn for its provision of services.

In particular, we further noted that the Group has set up an independent management team (the “CCT Executive Committee”) comprising two executive Directors, namely Mr. Zhang Fusheng and Ms. Wang Guifeng and a committee comprising four independent non-executive Directors to supervise the CCT Executive Committee (the “CCT Supervisory Committee”). The principal responsibilities of the CCT Executive Committee is to monitor, review, and manage the continuing connected transactions between the Group and the GBT Group. The main responsibilities of the CCT Supervisory Committee are to, among other things, (i) devise and revise detailed rules and guidelines to ensure that the continuing connected transactions between the Group and the GBT Group are on normal commercial terms, on terms that are fair and reasonable, and in the interests of the Shareholders as a whole; and (ii) review on a quarterly basis the quarterly reports submitted by the CCT Executive Committee in relation to the execution of the sales of sorbitol and corn sweeteners to the GBT Group and on how fees have been charged by the GBT Group with evidence and detailed calculations. We have reviewed the announcements made by the Company with respect to the quarterly reports of continuing connected transactions, the guidelines issued by the CCT Supervisory Committee to the CCT Executive Committee for the continuing connected transactions between the Group and the GBT Group and the quarterly reports prepared by the CCT Executive Committee and approval documents from the CCT Supervisory Committee and we are of the opinion

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LETTER FROM VINCO CAPITAL

that the Group has adequate measures in ensuring the continuing connected transactions under the New Master Agreements will be conducted on normal commercial terms, on terms that are fair and reasonable, in the interests of the Company and Independent Shareholders as a whole, and comparable to the then prevailing market rates of the respective goods or services (as the case may be).

Based on the foregoing, we are of the view that the New Master Agreements are on normal commercial terms, are fair and reasonable and in the interests to the Company and Independent Shareholders as a whole.

c) Basis of determining the related annual caps for the New Master Agreements

New Corn Sweeteners Master Sales Agreement

The proposed annual caps for the New Corn Sweeteners Master Sales Agreement for the three years ending 31 December 2012 are HK$994.3 million and HK$1,131.0 million and HK$1,287.3 million respectively.

As discussed with the management of the Company, we understand that the proposed annual monetary caps for the New Corn Sweeteners Master Sales Agreement for the three years ending 31 December 2012 were estimated based on (1) the expected demand from the GBT Group with reference to its then production capacity; and (2) the average market price of the respective corn sweeteners for the year ended 31 December 2008 adjusted for expected inflation in the three years ending 31 December 2012. We are of the view the basis of estimating the proposed annual monetary caps for the New Corn Sweeteners Master Sales Agreement is fair and reasonable.

New Utilities Master Supply Agreement

The proposed annual caps for the New Utilities Master Supply Agreement for the three years ending 31 December 2012 are HK$124.3 million and HK$136.9 million and HK$150.5 million respectively.

As discussed with the management of the Company, we understand that the proposed annual monetary caps for the New Utilities Master Supply Agreement for the three years ending 31 December 2012 were estimated based on (1) the expected increase of utilities costs due to the expected increase

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LETTER FROM VINCO CAPITAL

in production of the Group for sorbitol and crystallized sugar; and (2) the average per unit fees of the respective utilities services paid by the Group to Dacheng Corn for the year ended 31 December 2008 adjusted for expected inflation for the three years ending 31 December 2012. We are of the view the basis of estimating the proposed annual monetary caps for the New Utilities Master Supply Agreement is fair and reasonable.

New Corn Starch Master Purchase Agreement

The proposed annual caps for the New Corn Starch Master Purchase Agreement for the three years ending 31 December 2012 are HK$797.9 million and HK$877.6 million and HK$965.5 million respectively.

As discussed with the management of the Company, we understand that the proposed annual monetary caps for the New Corn Starch Master Purchase Agreement for the three years ending 31 December 2012 were estimated based on (1) the demand for corn starch of the Group for the year ended 31 December 2008; and (2) the average market price of the corn starch for the year ended 31 December 2008 adjusted for expected inflation for the three years ending 31 December 2012. We are of the view the basis of estimating the proposed annual monetary caps for the New Corn Starch Master Purchase Agreement is fair and reasonable.

As discussed in the paragraphs above, in accessing our opinion on the Revised Caps, the continuing connected transactions under the New Master Agreements and related annual monetary caps, we have taken into account the prospects of the corn sweeteners market, and we have further reviewed the basis considered by the Company in calculating the Revised Caps and related annual monetary caps of the New Master Agreements. Therefore, we consider the Revised Caps, the continuing connected transactions under the New Master Agreements and related annual monetary caps are fair and reasonable to the Company and Independent Shareholders as a whole.

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LETTER FROM VINCO CAPITAL

RECOMMENDATION

Having considered the above principal factors, we are of the opinion that the Revised Caps, the continuing connected transactions under the New Master Agreements and related annual monetary caps are in the ordinary and usual course of business, on normal commercial terms, fair and reasonable, and in the interests of the Company and the Independent Shareholders as a whole. Accordingly, we recommend the Independent Shareholders to, and we recommend the Independent Board Committee to advise the Independent Shareholders to, vote in favour of the relevant resolutions to be proposed at the EGM for approving the Revised Caps, the continuing connected transactions under the New Master Agreements and related annual monetary caps.

Yours faithfully,

For and on behalf of

Grand Vinco Capital Limited

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

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GENERAL INFORMATION

APPENDIX

Notes:

1. The letter “L” denotes the Directors’ long position in the Shares, or as the case may be, the underlying Shares of the Company and/or the relevant 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. Mr. Kong is a director of Hartington Profits Limited.

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 and debentures of the Company or any of its associated corporation (within the meaning of Part XV of the SFO) which were required to be notified to the Company and the Stock Exchange (including interests and short positions which he was taken or deemed to have under such provisions of SFO); or which were required, pursuant to section 352 of the SFO, to be entered in the register referred to therein; or 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.

Save for Mr. Kong Zhanpeng, an executive Director, 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 December 2008, 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 Existing Corn Starch Master Purchase Agreement, the Existing Corn Sweeteners Master Sales Agreement, the Existing Utilities Master Supply Agreements, the Existing Sorbitol Master Purchase Agreement, the New Master Agreements and the Sales Agency Agreement (as hereinafter defined) with the Group by virtue of his interest in the shares of GBT.

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 is 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 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 (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 (including any company which will become a subsidiary of the Company by reason of an acquisition and/or subscription which has been agreed or proposed since 31 December 2008, being the date to which the latest audited accounts of the Company have been made up), were as follows:

Company/

	Company/
	name of		Number	Approximate
Name of	Group		and class of	percentage of
Shareholder	member	Capacity	securities	shareholding
			(Note 1)
Global Corn	The Company	Beneficial	700,500,000	67.03%
Bio-chem		owner	Shares (L)
GBT	The Company	Interest of a	700,500,000	67.03%
		controlled	Shares (L)
		corporation
		(Note 2)

Notes:

1. The letter “L” denotes the Shareholders’ long position in the Shares of the Company and/or the relevant associated corporations.

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 Biochem is interested by virtue of the SFO.

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GENERAL INFORMATION

APPENDIX

Save as disclosed herein, there was no person 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.

4. SERVICE AGREEMENTS

As at the Latest Practicable Date, none of the Directors had a service contract with any member of the Group which was not determinable by the Company or the relevant member of the Group within one year without payment of compensation other than statutory compensation.

5. MATERIAL ADVERSE CHANGE

The Directors are not aware of any material adverse change in the financial or trading position of the Group since 31 December 2008, being the date to which the latest published audited financial statements of the Group were made up.

6. COMPETING INTEREST

Mr. Kong Zhanpeng, an executive Director, is interested in approximately 7.5% of the issued share capital of GBT directly or indirectly. The GBT Group is engaged in, among other things, the production and sale (the “Excluded Business”) of corn starch, steepwater liquid, corn oil, germ cake, corn fibre feed, corn gluten meal, corn gluten feed pellets and other co-products (“Co-Products”). Pursuant to a noncompete undertaking given by GBT and Global Corn Bio-chem dated 3 September 2007 in favour of the Group (as supplemented by a waiver executed by the Company to GBT and Global Corn Bio-chem dated 24 September 2008), the GBT Group is restricted from engaging in any business that may compete with the business of the Group from time to time.

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GENERAL INFORMATION

APPENDIX

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). The production and sale of corn starch and Co-Products are not the core business of the Group and the management team of the Group is independent from the management team of the GBT Group. The core business of the Group is not dependent or otherwise rely on the sales of corn starch and/or the Co-products, and since Mr. Kong Zhanpeng does not hold any directorship or managerial position in the GBT Group and is not involved in the management and operation of the GBT Group (including the Excluded Business), the Directors consider that the Group is capable of carrying on its own business independently of, and at arm’s length from, the Excluded Business.

In order to facilitate the Group’s sale of corn starch and Co-Products to its customers at arm’s length from the GBT Group’s Excluded Business and protect the Group from any possible direct and indirect competition from the GBT Group in respect of the Excluded Business, Jinzhou Yuancheng Bio-chem Technology Co., Ltd. (“Jinzhou Yuancheng”), a wholly owned subsidiary of the Company, and Global Corn Bio-chem have entered into a sales agency agreement (the “Sales Agency Agreement”) on 24 September 2008. Under the Sales Agency Agreement, Jinzhou Yuancheng has appointed Global Corn Bio-chem (for itself and on behalf of the GBT Group) as its exclusive agent for the sale of the Co-products and corn starch in excess of its internal consumption from time to time produced by Jinzhou Yuancheng from 24 September 2008 to 31 December 2010, subject to renewal by Jinzhou Yuancheng. Under the Sales Agency Agreement, the GBT Group would use its best endeavours to procure the sale and marketing of the Co-products and corn starch as exclusive agent of Jinzhou Yuancheng, and would sell the Co-products and corn starch produced by Jinzhou Yuancheng in priority to any Co-products and corn starch produced by any members of the GBT Group (other than those goods produced by Global Corn or any member of the GBT Group for sales in Jilin and Heilongjiang Provinces of the PRC). Jinzhou Yuancheng would reimburse the GBT Group’s for its costs for the performance of its obligations under the Sales Agency Agreement, and there would not be any other agency fee payable to the GBT Group for the services rendered.

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GENERAL INFORMATION

APPENDIX

As at the Latest Practicable Date, save as disclosed above, none of the Directors and his associates 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 which would otherwise be required to be disclosed under Rule 8.10 of the Listing Rules if any of such Directors or his associates was a controlling Shareholder.

7. QUALIFICATION AND CONSENT OF EXPERT

The following are the qualifications of the expert who has given opinion or, advice contained in this circular:

Name

Qualification

• Vinco Capital a corporation licensed to carry on Type 1 (dealing in securities) and Type 6 (advising on corporate finance) regulated activities under the SFO and the Independent Financial Adviser to the Independent Board Committee

Vinco Capital has given and has not withdrawn its written consent to the issue of this circular with the reference to its name and its letter in the form and context in which it appears.

As at the Latest Practicable Date, Vinco Capital has no shareholding, directly or indirectly, in any member of the Group or the right (whether legally enforceable or not) to subscribe for or to nominate persons to subscribe for shares in any member of the Group.

Vinco Capital does not have any interest, direct or indirect, in any assets which since 31 December 2008, being the date to which the latest published audited financial statements of the Group were made up, have been 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.

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GENERAL INFORMATION

APPENDIX

8. DOCUMENTS AVAILABLE FOR INSPECTION

A copy of each of the Existing CDP Utilities Master Supply Agreement, the Existing Sorbitol Master Purchaser Agreement and the New Master Agreements will be available for inspection at Unit 2403, Admiralty Centre, Tower II, 18 Harcourt Road, Hong Kong during normal business hours from 6 May 2009 up to and including the date of the EGM.

9. MISCELLANEOUS

• (a) The registered office of the Company is located at Cricket Square, Hutchins Drive, P.O. Box 2681, Grand Cayman KY1-1111, Cayman Islands.

• (b) The head office and principal place of business of the Company in Hong Kong is at Unit 2403, Admiralty Centre, Tower II, 18 Harcourt Road, Hong Kong.

• (c) The Hong Kong branch share registrar and transfer office of the Company is Tricor Investor Services Limited at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong.

• (d) The company secretary is Mr. Lee Chi Yung. Mr. Lee is the member of the Hong Kong Institute of Certified Public Accountants and the Association of Chartered Certified Accountants.

• (e) The English text of this circular shall prevail over its Chinese text.

— 46 —

NOTICE OF EGM

GLOBAL SWEETENERS HOLDINGS LIMITED 大成糖業控股有限公司 *

(incorporated in the Cayman Islands with limited liability)

(Stock code: 03889)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that the extraordinary general meeting of Global Sweeteners Holdings Limited (“ Company ”) will be held at Level 3, JW Marriott Hotel Hong Kong, Pacific Place, 88 Queensway, Hong Kong at 3:00 p.m. on Friday, 29 May 2009 to consider, if though fit, passing the following resolutions as ordinary resolutions of the Company:

ORDINARY RESOLUTIONS

1. “ THAT the annual cap of HK$107.5 million, being the revised cap (the “ Sorbitol Revised Cap ”) for the year ending 31 December 2009 in respect of the continuing connected transaction contemplated under the master purchase agreement dated 7 May 2007 (“ Existing Sorbitol Master Purchase Agreement ”) and entered into between Changchun Dacheng Polyols Co., Ltd. and Global Corn Bio-chem Technology Company Limited, be and is hereby approved and confirmed and that the directors of the Company be and are hereby authorised to take all actions and execute all documents which they deem necessary, desirable or appropriate in order to implement and validate anything related to the continuing connected transaction under the Existing Sorbitol Master Purchase Agreement and the Sorbitol Revised Cap.”

2. “ THAT the annual cap of HK$20.0 million, being the revised cap (the “ Utilities Revised Cap ”) for the year ending 31 December 2009 in respect of the continuing connected transaction contemplated under the master supply agreement dated 3 September 2007 (“ Existing Utilities Master Supply Agreement ”) and entered into between Changchun Dacheng Polyols Co., Ltd. and Changchun Dacheng

• for identification purposes only

— 47 —

NOTICE OF EGM

Corn Development Co., Ltd., be and is hereby approved and confirmed and that the directors of the Company be and are hereby authorised to take all actions and execute all documents which they deem necessary, desirable or appropriate in order to implement and validate anything related to the continuing connected transaction under the Existing Utilities Master Supply Agreement and the Utilities Revised Cap.”

1. “ THAT the master sales agreement in relation to the supply of corn sweeteners, including sorbitol (“ New Corn Sweeteners Master Sales Agreement ”) dated 16 April 2009 (a copy of which has been produced to the meeting marked “A” and signed by the chairman of the meeting for the purpose of identification) and entered into between Changchun Dihao Foodstuff Development Co. Ltd. and Global Corn Bio-chem Technology Company Limited, the transactions contemplated thereby and the expected annual caps of HK$994.3 million, HK$1,131.0 million and HK$1,287.3 million for each of the three years ending 31 December 2012, respectively, in respect of the transactions contemplated under the New Corn Sweeteners Master Sales Agreement be and are hereby approved and that the directors of the Company be and are hereby authorised to take any action and sign any document (under seal, if necessary) as they consider necessary, desirable or expedient in connection with the New Corn Sweeteners Master Sales Agreement or the transactions contemplated thereby.”

2. “ THAT the master supply agreement for the supply of electricity, water and steam and the provision of wastewater treatment services (“ New Utilities Master Supply Agreement ”) dated 16 April 2009 (a copy of which has been produced to the meeting marked “B” and signed by the chairman of the meeting for the purpose of identification) and entered into between Changchun Dihao Foodstuff Development Co. Ltd. and Changchun Dacheng Corn Development Co., Ltd., the transactions contemplated thereby and the expected annual caps of HK$124.3 million, HK$136.9 million and HK$150.5 million for each of the three years ending 31 December 2012, respectively, in respect of the transactions contemplated under the New Utilities Master Supply Agreement be and are hereby approved and that the directors of the Company be and are hereby authorised to take any action and sign any document (under seal, if necessary) as they consider necessary, desirable or expedient in connection with the New Utilities Master Supply Agreement or the transactions contemplated thereby.”

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NOTICE OF EGM

1. THAT the master purchase agreement in relation to the purchase of corn starch (“ New Corn Starch Master Purchase Agreement ”) dated 16 April 2009 (a copy of which has been produced to the meeting marked “C” and signed by the chairman of the meeting for the purpose of identification) and entered into between Changchun Dihao Foodstuff Development Co. Ltd. and Changchun Dacheng Corn Development Co., Ltd., the transactions contemplated thereby and the expected annual caps of HK$797.9 million, HK$877.6 million and HK$965.5 million for each of the three years ending 31 December 2012, respectively, in respect of the transactions contemplated under the New Corn Starch Master Purchase Agreement be and are hereby approved and that the directors of the Company be and are hereby authorised to take any action and sign any document (under seal, if necessary) as they consider necessary, desirable or expedient in connection with the New Corn Starch Master Purchase Agreement or the transactions contemplated thereby.

By order of the Board of

Global Sweeteners Holdings Limited Kong Zhanpeng Chairman

Hong Kong, 6 May 2009

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 of the Company entitled to attend and vote at the meeting above is entitled to appoint in written form one or, if he is the holder of two or more shares (“ Shares ”) of the Company, more proxies to attend and vote instead of him. A proxy need not be a member of the Company.

2. In the case of joint holders of Shares, any one of such joint holders may vote, either in person or by proxy, in respect of such Share as if he/she were solely entitled thereto, but if more than one of such joint holders are present at the above meeting, personally or by proxy, that one of the said persons so present whose name stands first in the register in respect of such share shall alone be entitled to vote in respect thereof.

— 49 —

NOTICE OF EGM

1. In order to be valid, the form of proxy must be in writing under the hand of the appointor or of his attorney duly authorised in writing, or if the appointor is a corporation, either under seal, or under the hand of an officer or attorney duly authorised, and must be deposited with the Hong Kong branch share registrar and transfer office (“ Branch Registrar ”) of the Company, Tricor Investor Services Limited at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong (together with the power of attorney or other authority, if any, under which it is signed or a notarially certified copy thereof) not less than 48 hours before the time fixed for holding of the meeting or any adjournment thereof.

2. The register of members of the Company will be closed from Wednesday, 27 May 2009 to Friday, 29 May 2009 (both days inclusive), during which period no transfer of the Shares will be effected. All transfers of Shares accompanied by the relevant share certificates must be lodged with the Branch Registrar at the above address by no later than 4:30 p.m. on Tuesday, 26 May 2009.

3. Delivery of an instrument appointing a proxy should not preclude a member from attending and voting in person at the above meeting or any adjournment thereof and in such event, the instrument appointing a proxy shall be deemed to be revoked.

As at the date of this notice, the board of Directors comprises four executive Directors, namely, Mr. Kong Zhanpeng, Mr. Zhang Fazheng, Mr. Zhang Fusheng and Ms. Wang Guifeng and four independent non-executive Directors, namely Mr. Chan Yuk Tong, Mr. Gao Yunchun, Mr. Ho Lic Ki and Mr. Yan Man Sing Frankie.

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