LETTER FROM THE INDEPENDENT BOARD COMMITTEE


The following is the text of a letter from the Independent Board Committee setting out its recommendation to the Independent Shareholders in relation to the EGM Matters.

GLOBAL BIO-CHEM TECHNOLOGY GROUP COMPANY LIMITED

大 成 生 化 科 技 集 團 有 限 公 司 *

(incorporated in the Cayman Islands with limited liability)

(Stock Code: 00809)

21 September 2015
To the Independent Shareholders
Dear Sir or Madam,

(I) SUBSCRIPTION AGREEMENT FOR THE ISSUE OF ORDINARY SHARES AND CONVERTIBLE BONDS

(II) PROPOSED GRANT OF SPECIFIC MANDATE

(III) PROPOSED INCREASE OF AUTHORISED SHARE CAPITAL AND

(IV) APPLICATION FOR THE GRANT OF WHITEWASH WAIVER

We refer to the circular dated 21 September 2015 of the Company (the ''Circular'') of which this letter forms part.
Terms defined in the Circular bear the same meanings herein unless the context otherwise requires.
We have been appointed to form the Independent Board Committee to consider (i) the Subscription pursuant to the terms and conditions contained in the Subscription Agreement together with the transactions contemplated thereunder; (ii) the grant of the Specific Mandate; (iii) the Share Capital Increase; and (iv) the Whitewash Waiver (collectively, the ''EGM Matters'') and to advise the Independent Shareholders as to whether, in our opinion, the EGM Matters are fair and reasonable so far as the Independent Shareholders are concerned.
New Spring Capital Limited has been approved and appointed by the Independent Board Committee as the independent financial adviser for giving advice to the Independent Board Committee and the Independent Shareholders as to whether the EGM Matters are, or are not, fair and reasonable and as to voting.

* For identification purpose only

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LETTER FROM THE INDEPENDENT BOARD COMMITTEE


We wish to draw your attention to the letter from the Board set out on pages 7 to 36 of the Circular which contains, among others, information on the EGM Matters as well as the letter from the Independent Financial Adviser set out on pages 39 to 93 of the Circular which contains its advice in respect of the EGM Matters.
Having considered the principal factors and reasons and the advice of the Independent Financial Adviser as set out in the letter from the Independent Financial Adviser, we consider that the EGM Matters are fair and reasonable, entered into on normal commercial terms, and in the interests of the Company and the Independent Shareholders.
Accordingly, we recommend the Independent Shareholders to vote in favour of the ordinary resolutions to be proposed at the EGM in respect of the EGM Matters.
Yours faithfully
The Independent Board Committee
Mr. Chan Chi Wai, Benny Mr. Ng Kwok Pong Mr. Yeung Kit Lam
Independent Non-Executive Directors

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