Exhibit 4.4


 





 


GLG
LIFE TECH CORPORATION


 


NOTICE OF ANNUAL GENERAL
MEETING


 


NOTICE IS
HEREBY GIVEN that the annual general meeting (the “Meeting”) of
shareholders of GLG Life Tech Corporation (the “Corporation”) will be held at
the Pan Pacific Vancouver, Oceanview
Suite 4, Canada Place, Vancouver, British Columbia,  V6C 3B5 at 9:00 a.m. (Pacific time) on Thursday,  June 25, 2009 for the
following purposes:


 


1.                                       To receive the
report of the directors of the Corporation;


 


2.                                       To receive the
audited financial statements of the Corporation for the financial year ended December 31,
2008 and accompanying report of the auditor;


 


3.                                       To appoint PricewaterhouseCoopers
LLP, Chartered Accountants, as the auditor of the Corporation for the ensuing
year and to authorize the directors to fix the auditor’s remuneration;


 


4.                                       To set the
number of directors of the Corporation at seven;


 


5.                                       To elect the
directors of the Corporation for the ensuing year; and


 


6.                                       To transact
such other business as may properly come before the Meeting.


 


Accompanying this Notice of Meeting are: (1) an
Information Circular; (2) a form of proxy and notes thereto; and (3) a
reply card for use by shareholders who wish to receive annual and/or interim
financial statements of the Corporation.


 


If you are a registered shareholder of the Corporation
and unable to attend the Meeting in person, please complete, date and sign the
accompanying form of proxy and deposit it with Computershare Investor Services
Inc., at its Toronto office, 9th Floor, 100
University Avenue, Toronto, Ontario M5J 2Y1 by 9:00 a.m. (Pacific time) on Tuesday June 23, 2009 or at least 48 hours (excluding
Saturdays, Sundays and holidays) before the time that the Meeting is to be
reconvened after any adjournment of the Meeting.


 


If you are a non-registered shareholder of
the Corporation and received this Notice of Meeting and accompanying materials
through a broker, a financial institution, a participant, a trustee or
administrator of a self-administered retirement savings plan, retirement income
fund, education savings plan or other similar self-administered savings or
investment plan registered under the Income
Tax Act (Canada), or a nominee of any of the foregoing that holds
your security on your behalf (the “Intermediary”), please complete and return
the materials in accordance with the instructions provided to you by your
Intermediary.


 


DATED at Vancouver, British Columbia May 26, 2009.


 


	
  GLG LIFE TECH CORPORATION

  	
   

  
	
   

  	
   

  
	
  “Brian Meadows”

  	
   

  
	
  Brian Meadows

  	
   

  
	
  Chief Financial Officer

  	
   

  



 














 


GLG LIFE
TECH CORPORATION


 


MANAGEMENT
PROXY CIRCULAR


AS AT AND
DATED MAY 26, 2009


 


FOR


THE
ANNUAL GENERAL MEETING OF SHAREHOLDERS


TO BE
HELD ON THURSDAY, JUNE 25, 2009


 


SOLICITATION
OF PROXIES


 


This Management Proxy Circular is furnished
in connection with the solicitation of proxies being made by the management of
GLG Life Tech Corporation (the “Corporation”) for use at the Annual General
Meeting of the Corporation’s shareholders (the “Shareholders”) to be held on June 25,
2009 (the “Meeting”) at the time and place and for the purposes set forth in
the accompanying Notice of Meeting. While it
is expected that the solicitation will be made primarily by mail, proxies may
be solicited personally or by telephone by directors, officers and employees of
the Corporation.


 


All costs of this solicitation will be borne by the
Corporation.


 


PROXY
INSTRUCTIONS


 


Shareholders who cannot attend the Meeting in person
may vote by proxy if a registered Shareholder, or provide voting instructions
as provided herein if a non-registered Shareholder, either by mail, by phone or
over the internet.  Proxies and/or voting
instructions must be received by Computershare Investor Services Inc., the
Corporation’s transfer agent, (the “Transfer Agent”) no later than 9:00 am
(Vancouver time) on June 23, 2009 at its Toronto office, 9th Floor,
100 University Avenue, Toronto, Ontario M5J 2Y1.


 


A proxy returned to the Transfer Agent will not be
valid unless dated and signed by the Shareholder or by the Shareholder’s
attorney duly authorized in writing or, if the Shareholder is a corporation or
association, the form of Proxy must be executed by an officer or by an attorney
duly authorized in writing.  If the form
of Proxy is executed by an attorney for an individual Shareholder or by an
officer or attorney of a Shareholder that is a corporation or association, the
instrument so empowering the officer or attorney, as the case may be, or a
notarial copy thereof, must accompany the form of Proxy.  If not dated, the Proxy will be deemed to
have been dated the date that it is mailed to Shareholders.


 


The securities represented by Proxy will be voted or
withheld from voting in accordance with the instructions of the Shareholder on
any ballot that may be called for and, if the Shareholder specifies a choice
with respect to any matter to be acted upon, the securities will be voted
accordingly.  The form of Proxy confers
discretionary authority upon the named proxyholder with respect to matters
identified in the accompanying Notice of Meeting.  If a choice with respect to such matters is
not specified, it is intended that the person designated by management in the
form of Proxy will vote the securities represented by the Proxy in favour of each matter identified in the proxy and for the nominees of management for directors and auditor.


 


The Proxy confers discretionary authority upon the
named proxyholder with respect to amendments to or variations in matters
identified in the accompanying Notice of Meeting and other matters which may
properly come before the Meeting.  As at
the date of this Management Proxy Circular, management is not aware of any
amendments, variations, or other matters. 
If such should occur, the persons designated by management will vote
thereon in accordance with their best judgment, exercising discretionary
authority.


 

















 


APPOINTMENT OF PROXYHOLDER


 


A Shareholder has the right to designate a
person (who need not be a Shareholder of the Corporation), other than Brian
Palmieri or Brian Meadows, both directors and/or officers of the Corporation
and the Management designees, to attend and act for the Shareholder at the
Meeting.  If you are returning your Proxy
to the Transfer Agent, such right may be exercised by inserting in the blank
space provided in the enclosed form of Proxy the name of the person to be
designated or by completing another proper form of Proxy and delivering it to
the Transfer Agent as provided above, or by phone or over the internet.  If you are using the internet, you may
designate another proxyholder by following the instructions on the
website.  It is not possible to appoint
an alternate proxyholder by phone. If you appoint a proxyholder, other than the
Management designees, that proxyholder must attend and vote at the Meeting for
your vote to be counted.


 


REVOCATION
OF PROXIES


 


In addition to revocation in any manner permitted by
law, you may revoke your Proxy by an instrument in writing signed by you as
registered Shareholder or by your attorney duly authorized in writing.  If you are a representative of a registered
Shareholder that is a corporation or association, the instrument in writing
must be executed by an officer or by an attorney duly authorized in writing,
and deposited with the Corporation’s registered office, Suite 519, World
Trade Centre, 999 Canada Place, Vancouver, British Columbia, V6C 3E1 at any
time up to and including the last business day preceding the day of the Meeting
or any adjournment thereof, or, as to any matter in respect of which a vote
shall not already have been cast pursuant to such Proxy, with the Chairman of
the Meeting on the day of the Meeting, or at any adjournment thereof, and upon
either of such deposits the Proxy is revoked. 
In addition, Shareholders can also change their vote by phone or via the
internet.


 


Only registered Shareholders have the right to revoke
a Proxy.  Non-registered Shareholders
that wish to change their voting instructions must, in sufficient time in
advance of the Meeting, contact the Transfer Agent or their intermediary to
arrange to change their voting instructions.


 


SPECIAL
INSTRUCTIONS FOR VOTING BY NON-REGISTERED SHAREHOLDERS


 


Only registered Shareholders or duly
appointed proxyholders are permitted to vote at the Meeting.  Some Shareholders of the Corporation are “non-registered”
Shareholders because the common shares of the Corporation (“Common Shares”)
they own are not registered in their names but are instead registered in the
name of the brokerage firm, bank or trust company through which they purchased
the Common Shares.  More particularly, a person is not a
registered Shareholder in respect of Common Shares which are held on behalf of
that person (the “Non-Registered Shareholder”) but which are registered in the
name of an intermediary (the “Intermediary”) that the Non-Registered
Shareholder deals with in respect of the Common Shares.  Intermediaries include, among others, banks,
trust companies, securities dealers or brokers and trustees or administrators
of self-administered RRSP’s, RRIF’s, RESP’s and similar plans; or in the name
of a clearing agency (such as The Canadian Depository of Securities Limited) of
which the Intermediary is a participant.


 


There are two kinds of Non-Registered Shareholders -
those who object to their name being made known to the Corporation (called OBOs
for “Objecting Beneficial Owners”) and those who do not object to the
Corporation knowing who they are (called NOBOs for “Non-Objecting Beneficial
Owners”).


 


The Corporation takes advantage of certain provisions
of National Instrument 54-101 — Communications with
Beneficial Owners of Securities of a Reporting Issuer (“NI 54-101”),
which permit the Corporation to directly deliver proxy-related materials to
NOBOs who have not waived the right to receive them.  As a result, NOBOs can expect to receive a
scannable voting instruction form (a “VIF”), together with the meeting
materials from the Transfer Agent.  These
VIFs are to be completed and returned to the Transfer Agent in accordance with
the instructions.  The Transfer Agent is
required to follow the voting instructions properly received from NOBOs.  The Transfer Agent will tabulate the results
of the VIFs received from NOBOs and will provide appropriate instructions at
the Meeting with respect to the Common Shares represented by the VIFs they
receive.


 


In accordance with the requirements of NI 54-101, the
Corporation has distributed copies of the meeting materials to the
Intermediaries for onward distribution to OBOs. 
Intermediaries are required to forward the meeting materials to OBOs
unless, in the case of certain proxy-related materials, the OBO has waived the
right to receive them.  Very 


 


2

















 


often, Intermediaries will use service companies to
forward the meeting materials to OBOs. 
With those meeting materials, Intermediaries or their service companies
should provide OBOs with a “request for voting instruction form” which, when
properly completed and signed by such OBO and returned to the Intermediary or
its service company, will constitute voting instructions which the Intermediary
must follow.  The purpose of this
procedure is to permit OBOs to direct the voting of the Common Shares that they
beneficially own.


 


These proxy related materials are being sent to both
registered Shareholders and Non-Registered Shareholders.  If you are a Non-Registered Shareholder, and
the Corporation has sent these proxy related materials directly to you, your
name and address and information about your holdings of Common Shares have been
obtained in accordance with applicable securities requirements from the
Intermediary on your behalf.


 


By choosing to send these materials to you directly,
the Corporation (and not the intermediary holding on your behalf) has assumed
responsibility for (i) delivering these materials to you, and (ii) executing
your proper voting instructions.  Please
return your voting instructions as specified in the request for voting
instructions.


 


INTEREST
OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON


 


Other than as disclosed elsewhere in this Management
Proxy Circular, none of the directors or executive officers of the Corporation,
no proposed nominee for election as a director of the Corporation, none of the
persons who have been directors or executive officers of the Corporation since
the commencement of the Corporation’s last completed financial year and no
associate or affiliate of any of the foregoing persons has any material
interest, direct or indirect, by way of beneficial ownership of securities or
otherwise, in any matter to be acted upon at the Meeting.


 


VOTING
SECURITIES AND PRINCIPAL HOLDERS THEREOF


 


The authorized share capital of the Corporation
consists of an unlimited number of Common Shares without par value.  As at the date of this Management Proxy
Circular, 78,519,662 Common Shares without par value were issued and
outstanding, each such Common Share carrying the right to one (1) vote at
the Meeting.  May 26, 2009 has been
fixed by the directors of the Corporation as the record date for the purpose of
determining those Shareholders entitled to receive notice of and to vote at the
Meeting.


 


To the knowledge of the directors and executive
officers of the Corporation, no person or company beneficially owns, or
controls or directs, directly or indirectly, voting securities carrying 10% or
more of the voting rights attached to any class of voting securities of the
Corporation other than:


 


	
  Name and Place of
  Residence of Shareholder

  	
   

  	
  Number of Common 

  Shares

  	
   

  	
  Percentage of Issued and
  

  Outstanding Common

  	
   

  
	
  HZ
  Health Management Company Limited Marshall Islands

  	
   

  	
  9,212,952

  	
   

  	
  11.7

  	
  %

  
	
  Skyland International
  Investment Management Ltd.

  Peoples Republic of China

  	
   

  	
  12,994,221

  	
   

  	
  16.5

  	
  %

  
	
  Pacific
  Marketing Consultants Ltd.

  	
   

  	
  8,125,000

  	
   

  	
  10.3

  	
  %

  



 


BUSINESS
OF THE MEETING


 


FINANCIAL STATEMENTS


 


The financial statements for the fiscal year ended December 31,
2008 are available on the Corporation’s website at www.glglifetech.com as well
as on www.sedar.com.


 


3

















 


APPOINTMENT AND REMUNERATION OF AUDITORS


 


Shareholders will be asked to vote for the appointment of
PricewaterhouseCoopers LLP, Chartered Accountants, as the auditors of the
Corporation to hold office until the next annual meeting of Shareholders and to
authorize the Directors to fix the auditor’s remuneration.


 


PricewaterhouseCoopers LLP, Chartered Accountants was
appointed as the auditors of the Corporation effective December 3, 2008,
replacing the Corporation’s former auditor, Lo Porter Hetu, Certified General
Accountants.  The Corporation’s
determination to change auditors was not a result of any “Reportable Event” as
such term is defined in National Instrument 51-102 (“NI 51-102”).


 


Enclosed with this Management Proxy Circular is a copy
of the Reporting Package (as defined in NI 51-102) that has been filed with the
requisite securities regulatory authorities. 
The Reporting Package is attached hereto as Schedule “B” and forms a
part of this Management Proxy Circular. 
The Reporting Package consists of: (i) Notice of Change of Auditor;
(ii) Letter from Lo Porter Hetu, Certified General Accountants; and (iii) Letter
from PricewaterhouseCoopers LLP, Chartered Accountants.


 


ELECTION OF DIRECTORS


 


The number of directors for the Corporation is set by
ordinary resolution of the Shareholders of the Corporation. Management of the
Corporation is seeking Shareholder approval of an ordinary resolution
determining the number of directors of the Corporation at seven (7) for
the ensuing year.


 


The persons below are management’s nominees to the
Board. Each director elected will hold office until the next annual general
meeting or until his or her successor is duly elected or appointed unless his
or her office is earlier vacated in accordance with the Articles of the
Corporation or unless he or she becomes disqualified to act as a director. All
proposed nominees are currently directors of the Corporation and their term of
office will expire at the Meeting unless re-elected.


 


Nominees
For Election As A Director


 


	
  Name and Municipality of 

  Residence

  	
   

  	
  Number of
  Securities Held

  	
   

  	
  Principal
  Occupations

  	
   

  	
  Director
  Since

  
	
  Mr. David
  Beasley(1) (2)(3)(4)

  Society Hill, South
  Carolina

  United States

  	
   

  	
  20,000 Common
  Shares

  53,333 Options

  	
   

  	
  Consultant for
  Public Square Strategies Inc.

  	
   

  	
  June 21,
  2005

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Mr. He
  Fangzhen(1)(3)(4)

  Jinan, Shangdong
  Province

  China

  	
   

  	
  5,436 Options

  	
   

  	
  Retired Chief
  Engineer

  	
   

  	
  May 7, 2008

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Madame Sophia
  Leung(1)(2)(3)(4)

  Vancouver, British
  Columbia Canada

  	
   

  	
  263,434 Common
  Shares

  20,000 Options

  	
   

  	
  Consultant for
  Canada Vision Enterprise Group Inc.

  	
   

  	
  February 2,
  2007

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Mr. Brian
  Palmieri

  Cody, Wyoming

  United States 

  	
   

  	
  4,124,611 Common
  Shares

  982,674 Options

  	
   

  	
  President, Vice
  Chairman and Director of GLG Life Tech Corporation

  	
   

  	
  June 21,
  2005

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Madame Liu Yingchun(1)(2)(3)(4)

  Heze, Shangdong
  Province

  China

  	
   

  	
  34,340 Common Shares

  	
   

  	
  Corporate Director

  	
   

  	
  June 17, 2008

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Mr. Jinduo Zhang

  Burnaby, British Columbia

  Canada 

  	
   

  	
  5,436 Common Shares

  1,022,103 Options

  	
   

  	
  Retired Professor

  	
   

  	
  June 21, 2005

  



 


4

















 


	
  Name and Municipality of 

  Residence

  	
   

  	
  Number of
  Securities Held

  	
   

  	
  Principal
  Occupations

  	
   

  	
  Director
  Since

  
	
  Dr. Luke
  Zhang

  Heze, Shangdong Province

  China   

  	
   

  	
  4,417,684 Common
  Shares

  1,114,306
  Restricted Shares

  996,667 Options

  	
   

  	
  Chairman, Chief
  Executive Officer and Director of GLG Life Tech Corporation

  	
   

  	
  June 21, 2005

  



 






Notes:


(1)               Independent Director.


(2)               Member of the Audit Committee.


(3)               Member of Compensation Committee.


(4)               Member of Corporate Governance and
Nominating Committee.


 


The following is a brief description of the background
of the directors of the Corporation.


 


Directors and Officers


 


Mr. David Beasley (Director)


 


Mr. Beasley resides in Society Hill,
South Carolina and was appointed as a director of the Corporation on June 21,
2005.  From 1999 to 2000, he worked as a
consultant for Bingham Consulting Group, LLC, of Boston, Massachusetts, a
consulting business that advises large national and international companies on
public issues.  For the past four years, Mr. Beasley,
through his company Public Square Strategies, Inc., has continued to
provide consulting services to various companies on public issues, his main
client being Merrill Lynch & Co., Inc.  Mr. Beasley was Governor of South
Carolina from 1995 to 1999 and sat in the South Carolina House of
Representatives from 1979 to 1992.  Mr. Beasley
is an independent director.


 


Mr. He Fangzhen (Director)


 


Mr. Fangzhen is a specialist in manufacturing and
production. With over 40 years of experience, his rich expertise as a chief
engineer lies in optimizing manufacturing plant and personnel, particularly in
China. His specialties include planning, operational structure, maintenance,
safety, quality control and risk management as well as the assignment, training
and supervision of production and technology personnel. Mr. Fangzhen
graduated from Taiyuan Polytech University in China.


 


Madame Sophia Leung (Director)


 


Madame Leung resides in Vancouver, British Columbia
and was appointed as a director of the Corporation on February 2,
2007.  Madame Leung has served in
political positions on a national level, including as special advisor in
international trade to Canada’s prime minister from 2004-2006, parliamentary
secretary for National Revenue of Canada from 2000-2004 and Member of
Parliament of Canada 1997—2004.  Madame
Leung is an independent director.


 


Mr. Brian Palmieri (Director and
President)


 


Mr. Palmieri resides in Cody, Wyoming and was
appointed as the chief executive officer, treasurer and a director of the
Corporation on June 21, 2005. During the past five years Mr. Palmieri’s
time has been divided between the following businesses in which he is a
principal:


 


(a)                                  American Tool and Die Inc.,
the principal business of which is metals manufacturing and of which he is
president;


 


(b)                                 Lee Livingston Outfitters, the
principal business of which is outfitting; and


 


5

















 


(c)                                  Palco International Inc. and
AAFAB International Inc., the principal business of both being international
trading and consulting and of which he serves as president.


 


For the last four years Mr. Palmieri’s principal
occupation has been as Chief Executive Officer of the Corporation. On May 15,
2008, Mr. Palmieri relinquished his role as Chief Executive Officer of the
Corporation and was named the Corporation’s President and Vice-Chairman.  Mr. Palmieri is a non-independent
director.


 


Madame Liu Yingchun (Director)


 


Madame Yingchun graduated from Shandong Economical
College and has over 20 years of experience in finance and accounting. She has
worked for several major banks and insurance companies in China including China
Bank and the Industrial and Commercial Bank of China. She is a certified
economist and financial analyst. Mrs. Liu was previously division head for
accounting, loans and trust and is skilled in corporate financing and
accounting. She also has experience in internal control and investment
management.


 


Mr. Jinduo Zhang (Director)


 


Mr. Jinduo Zhang is a retired professor, resides
in Burnaby, British Columbia and was appointed as a director of the Corporation
on June 21, 2005.  Professor Zhang
was, before his retirement, a physics professor at Shandong Heze
University.  He was also involved with
the financial management of the university and in the family jewelry and
pharmacy business.  In 1986, he retired
from his professorship in China and moved to the United States and then
Canada.  Since retirement, Professor
Zhang has been active in the development and expansion of his family business
functioning as an advisor and financial consultant for various projects.  Professor Zhang is a non-independent
director.


 


Dr. Luke Zhang (Director, Chief
Executive Officer and Chairman)


 


Dr. Zhang is a Canadian citizen and currently
resides in China.  He was appointed
president of the Corporation on September 6, 2007 and as the chairman and
a director of the Corporation on June 21, 2005.  Dr. Zhang received his PhD in Pharmacology from Vanderbilt University
and has worked in international business for over 20 years.  He is a
non-independent director. On May 15, 2008, Dr. Zhang relinquished his
role as President of the Corporation and was named the Corporation’s Chief
Executive Officer.


 


Corporate Cease Trade Orders and
Bankruptcies


 


During the ten years preceding the date of this
Management Proxy Circular, no proposed director of the Corporation has, to the
knowledge of the Corporation, been:


 


(a)                                  a director, chief executive officer or chief financial officer of
any company that:


 


(i)                                     was the subject of a cease trade or similar order or an order that
denied such company access to any exemption under securities legislation that
was in effect for a period of more than thirty consecutive days (an “Order”)
while the proposed director was acting in the capacity as director, chief
executive officer or chief financial officer; or


 


(ii)                                  was subject to such an Order that was issued after the proposed
director ceased to be a director, chief executive officer or chief financial
officer in the company that is the subject of the Order and which resulted from
an event that occurred while that person was acting in the capacity as
director, chief executive officer or chief financial officer; or


 


6

















 


(b)                                 a director or executive officer of any company that, while that
person was acting in that capacity, or within a year of that person ceasing to
act in that capacity, became bankrupt, made a proposal under any legislation
relating to bankruptcy or insolvency or was subject to or instituted any
proceedings, arrangement or compromise with creditors or had a receiver,
receiver manager or trustee appointed to hold the assets of that company.


 


Penalties and Sanctions


 


None of the proposed directors of the Corporation have
been the subject of any penalties or sanctions imposed by a court or securities
regulatory authority relating to trading in securities, the promotion,
formation or management of a publicly traded company or involving theft or
fraud.


 


Individual Bankruptcies


 


None of the proposed directors of the
Corporation has, within the ten years prior to the date of this Management
Proxy Circular, been declared bankrupt or made a voluntary assignment in
bankruptcy, made a proposal under any legislation relating to bankruptcy or
proceedings, arrangement or compromise with creditors, or had a receiver,
receiver manager or trustee appointed to hold the assets of that individual.


 


STATEMENT OF
EXECUTIVE COMPENSATION


 


Compensation Discussion and Analysis


 


The Compensation Committee is responsible for
reviewing and approving corporate goals and objectives relevant to an executive
officer’s compensation, evaluating the executive officer’s performance in light
of those goals and objectives and making recommendations with respect to the
executive officer’s compensation, based on this evaluation.


 


In assessing the compensation of the Corporation’s
executive officers, the Compensation Committee has regard to: (i) current
base compensation and contractual obligations, (ii) past performance, (iii) objectives
and anticipated workload for the year ahead, (iv) reasonable submissions
from the executive officers, (v) market and industry practice and trends,
and (vi) such other matters as are appropriate in the circumstances.


 


The key components comprising executive officer
compensation are base salary (fixed component) and participation in the
Corporation’s Stock Option and Restricted Share Plan (variable component).  The Corporation has traditionally placed an
emphasis on the variable component of executive compensationa which reflects
the philosophical preference of the Corporation to compensate its executive officers
based primarily upon the performance of the Corporation and in certain
instances, the Corporation has made receipt of the compensation awards
contingent upon the achievement of corporate objectives, see “— Incentive Plan
Awards”.


 


Executive officers’ compensation is designed in a
manner to recognize and reward executive officers based upon individual and
corporate performance, to be competitive with the compensation arrangements and
programs established by other public companies with which the Corporation
compares itself, and to be consistent with the executive officers’ respective
contributions to the overall benefit of the Corporation.  At the end of each year, the Compensation
Committee also reviews actual performance against corporate objectives.


 


In establishing compensation objectives for executive
officers, the Compensation Committee seeks to:


 


(a)                                  motivate executives to achieve corporate performance objectives and
reward them when such objectives are met;


 


(b)                                 recruit and subsequently retain highly qualified executive officers
by offering overall compensation which is competitive with that offered for
comparable positions in similar companies; and


 


7

















 


(c)                                  align the interest of executive officers with the long-term
interests of shareholders through participation in the Corporation’s Stock
Option and Restricted Share Plan.


 


Performance of Common Shares


 


On December 11, 2007, the Corporation’s
Common Shares began trading on the TSX under the symbol “GLG”.  Prior to that time, the Corporation’s Common
Shares were trading on the Canadian Trading and Quotation System (“CNQ”).


 


Assuming an initial investment of $100, the following
graph illustrates the cumulative total Shareholder return on the Corporation’s
Common Shares relative to the cumulative total return on the S&P/TSX
Composite Index from June 28, 2005, being the date the Corporation’s
Common Shares commenced trading on the CNQ through to December 31, 2008
when the Corporation’s Common Shares were trading on the TSX (assuming
reinvestment of dividends).


 


CUMULATIVE VALUE OF $100 INVESTMENT


ASSUMING REINVESTMENT OF DIVIDENDS


 





 


	
   

  	
   

  	
  June 28, 2005

  	
   

  	
  Dec. 31, 2005

  	
   

  	
  Dec. 31, 2006

  	
   

  	
  Dec. 31, 2007

  	
   

  	
  Dec. 31, 2008

  	
   

  
	
  GLG Life Tech

  	
   

  	
  $

  	
  100.00

  	
   

  	
  $

  	
  293.75

  	
   

  	
  $

  	
  250.00

  	
   

  	
  $

  	
  1,031.25

  	
   

  	
  $

  	
  385.00

  	
   

  
	
  S&P/TSX
  Composite

  	
   

  	
  $

  	
  100.00

  	
   

  	
  $

  	
  113.29

  	
   

  	
  $

  	
  132.84

  	
   

  	
  $

  	
  145.91

  	
   

  	
  $

  	
  97.75

  	
   

  



 


Management believes that shareholder return and
executive compensation trends are not directly relational at this time due to
the position of the Corporation in terms of its corporate development, stock
market conditions as at December 31, 2008 and the fact that, prior to the
2008 fiscal year, the Corporation had not granted variable compensation to its
officers and directors since June 2005.


 


8

















 


Summary
Compensation Table


 


The following table provides a summary of compensation
paid, directly or indirectly, to the following persons (collectively, the “Named
Executive Officers” or “NEOs”):


 


(a)                                  our Chief Executive Officer (“CEO”),


 


(b)                                 our Chief Financial Officer (“CFO”),


 


(c)                                  our most highly compensated executive officers, other than the CEO
and CFO, who were serving as executive officers or acting in a similar capacity
and whose total compensation, individually, was in excess of $150,000 as at the
end of the most recently completed financial year; and


 


(d)                                 each individual for whom disclosure would have been provided under (c) but
for the fact that the individual was neither serving as an executive officer of
the Corporation, nor acting in a similar capacity, at the end of the most
recently completed financial year.


 


	
  Name and Principal

  Position 

  	
   

  	
  Year

  	
   

  	
  Salary

  ($)

  	
   

  	
  Share-

  based 

  awards

  ($){4)

  	
   

  	
  Option-

  based 

  awards

  ($){4)

  	
   

  	
  Non-equity
  incentive plan

  compensation ($)

  	
   

  	
  Pension 

  value ($)

  	
   

  	
  All
  other compensation

  ($)

  	
   

  	
  Total

  compensation

  ($)

  	
   

  
	
   

  	
  Annual 

  incentive 

  plans

  	
   

  	
  Long-term
  

  incentive 

  plans

  	
   

  	
   

  
	
  Brian Meadows{1)  

  Chief Financial
  Officer and Corporate Secretary

  	
   

  	
  2008

  	
   

  	
  157,000

  	
   

  	
  117,744

  	
   

  	
  121,114

  	
   

  	
  41,250

  	
   

  	
  Nil

  	
   

  	
  Nil

  	
   

  	
  12,000

  	
   

  	
  437,108

  	
   

  
	
   

  	
  2007

  	
   

  	
  27,500

  	
   

  	
  Nil

  	
   

  	
  Nil

  	
   

  	
  Nil

  	
   

  	
  Nil

  	
   

  	
  Nil

  	
   

  	
  3,000

  	
   

  	
  30,500

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Brian Palmieri{2)

  	
   

  	
  2008

  	
   

  	
  Nil

  	
   

  	
  21,744

  	
   

  	
  68,951

  	
   

  	
  Nil

  	
   

  	
  Nil

  	
   

  	
  Nil

  	
   

  	
  120,000

  	
  {5)

  	
  210,695

  	
   

  
	
  President and Director

  	
   

  	
  2007

  	
   

  	
  Nil

  	
   

  	
  Nil

  	
   

  	
  Nil

  	
   

  	
  Nil

  	
   

  	
  Nil

  	
   

  	
  Nil

  	
   

  	
  70,000

  	
  {5)

  	
  70,000

  	
   

  
	
   

  	
   

  	
  2006

  	
   

  	
  Nil

  	
   

  	
  Nil

  	
   

  	
  Nil

  	
   

  	
  Nil

  	
   

  	
  Nil

  	
   

  	
  Nil

  	
   

  	
  70,000

  	
  {5)

  	
  70,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Dr. Luke Zhang(3)

  Chairman, Chief Executive Officer and Director

  	
   

  	
  2008

  	
   

  	
  Nil

  	
   

  	
  4,457,224

  	
   

  	
  Nil

  	
   

  	
  Nil

  	
   

  	
  Nil

  	
   

  	
  Nil

  	
   

  	
  300,000

  	
  {6)

  	
  4,757,224

  	
   

  
	
   

  	
  2007

  	
   

  	
  Nil

  	
   

  	
  Nil

  	
   

  	
  Nil

  	
   

  	
  Nil

  	
   

  	
  Nil

  	
   

  	
  Nil

  	
   

  	
  130,000

  	
  {6)

  	
  130,000

  	
   

  
	
   

  	
  2006

  	
   

  	
  Nil

  	
   

  	
  Nil

  	
   

  	
  Nil

  	
   

  	
  Nil

  	
   

  	
  Nil

  	
   

  	
  Nil

  	
   

  	
  130,000

  	
  {6)

  	
  130,000

  	
   

  



 






Notes:


	
  (1)

  	
   

  	
  Mr. Meadows was
  appointed as the Chief Financial Officer on October 9, 2007 and
  Corporate Secretary on May 19, 2009.

  
	
  (2)

  	
   

  	
  On May 15, 2008,
  Brian Palmieri relinquished his role as Chief Executive Officer of the
  Corporation and was named President and Vice-Chairman of the Corporation.

  
	
  (3)

  	
   

  	
  Dr. Zhang did not
  serve in the capacity of a Named Executive Officer before August 29,
  2007. On May 15, 2008, Dr. Zhang relinquished his role as President
  of the Corporation and was named Chief Executive Officer of the Corporation,
  in addition to his role as Chairman.

  
	
  (4)

  	
   

  	
  Grant date fair values
  for 2008 were determined using Black-Scholes method to determine grant date
  fair value using the following assumptions:

  
	
   

  	
   

  	
  Risk Free Interest Rate:

  	
  3%

  	
  Expected Volatility:

  	
  140%

  
	
   

  	
   

  	
  Expected Dividend
  Yield:

  	
  0%

  	
  Expected Life:

  	
  5 years

  
	
  (5)

  	
   

  	
  Amounts represent
  consulting fees paid to a corporation controlled by Mr. Palmieri for his
  executive services to GLG.

  
	
  (6)

  	
   

  	
  Amounts represent
  consulting fees paid to a corporation controlled by Dr. Zhang for his
  executive services to GLG.

  



 


9














 


Employment
Contracts, Termination and Change of Control Benefits


 


Each of the
current Named Executive Officers has a formal employment agreement with the
Corporation, the material terms of which are set forth below.


 


Mr. Brian Palmieri:  On July 1,
2005, PALCO International Inc. (“PALCO”) entered into a contract with the
Corporation, as amended on July 1, 2008 and further amended on April 24,
2009, pursuant to which it was agreed that Mr. Palmieri would provide his
services to the Corporation and be responsible for the total oversight and day
to day operations of the Corporation. Mr. Palmieri is providing his
services on a “contract” basis and there is no fixed term to this agreement.
The current amended contact for Mr. Palmieri includes a minimum of US$165,000
per year (the “PALCO Minimum Amount”). All past due payments owing to PALCO
shall either be paid in one sum or rolled into a long term five year note
payable to PALCO at an accrued interest rate of prime plus two percent
calculated monthly. For the purpose of the foregoing calculation, “prime” means
the prime rate published in the Wall Street Journal on the first day of the
beginning month of a quarter.


 


In the event of the termination of the
contract, other than for cause (in which case no severance is payable), the
Corporation shall pay to PALCO the sum of all payments due plus an amount equal
to three times the PALCO Minimum Amount (US$495,000).


 


In the event that the Corporation is acquired,
or is the non-surviving party of a merger, or sells all or substantially all of
its assets, the contract will not terminate and the Corporation will use its
best efforts to ensure that the transferee or surviving entity is bound by the
contract. If the new company wishes to terminate the contract, it will pay either
PALCO ten times the PALCO Minimum Amount (US$1,650,000) or the parties may
otherwise agree on a mutually acceptable cash settlement.


 


Dr. Luke Zhang:  On July 1,
2005, Dr. Zhang entered into an employment contract with the Corporation,
as amended, as amended on July 1, 2008 and further amended on April 24,
2009, to act as its head of operations in China. Dr. Zhang is providing
his services on a “contract” basis and there is no fixed term to this
agreement. The current amended contact for Dr. Zhang includes a minimum of
US$300,000 per year (the “Zhang Minimum Amount”).  All past due payments owing to Dr. Zhang
shall either be paid in one sum or rolled into a long term five year note
payable to Dr. Zhang at an accrued interest rate of prime plus two percent
calculated monthly. For the purpose of the foregoing calculation, “prime” means
the prime rate published in the Wall Street Journal on the first day of the
beginning month of a quarter.


 


In the event of the termination of the
contract, other than for cause (in which case no severance is payable), the
Corporation shall pay to Dr. Zhang the sum of all payments due plus an
amount equal to three times the Zhang Minimum Amount (US$900,000).


 


In the event that the Corporation is acquired,
or is the non-surviving party of a merger, or sells all or substantially all of
its assets, the contract will not terminate and the Corporation will use its
best efforts to ensure that the transferee or surviving entity is bound by the
contract. If the new company wishes to terminate the contract, it will either
pay Dr. Zhang three times the Zhang Minimum Amount ($390,000) or the
parties may otherwise agree on a mutually acceptable cash settlement.


 


Mr. Brian Meadows: 
Effective October 9, 2007, Mr. Brian Meadows assumed the role
of Chief Financial Officer of the Corporation for a five year term pursuant to
an employment agreement as amended on June 23, 2008.  His annual base salary pursuant to the
amended agreement is $180,000. The objectives that the annual incentive bonus
will be paid upon will be mutually agreed annually by Mr. Meadows and the
Corporation. Mr. Meadows is also entitled to a motor vehicle allowance of
$1,000 per month. In the event of his termination, other than for cause (in
which case no severance is payable), he is entitled to receive 26 weeks of
gross fixed annual remuneration on such termination on the condition that he
executes a comprehensive release of any claims against the Corporation. In
these circumstances, any stock options received by Mr. Meadows under the
Corporation’s Stock Option and Restricted Share Plan will deem to be vested. He
may be required to serve the notice period on an active or passive basis at the
discretion of the Corporation.  Mr. Meadows
was appointed Corporate Secretary of the Corporation on May 19, 2009


 


10

















 


Incentive
Plan Awards


 


The Corporation’s 2008 incentive stock option and
restricted share plan (the “Stock Option and Restricted Share Plan”) provided
for the granting of up to a maximum of 10% of the issued and outstanding common
shares.  For further particulars of the
Stock Option and Restricted Share Plan, see section “Securities Authorized for
Issuance under Equity Compensation Plans” on page 14 of this Management
Proxy Circular.


 


Outstanding share-based awards and option-based awards
for NEOs are set out in the following table:


 


	
   

  	
   

  	
  Option-based Awards

  	
   

  	
  Share-based Awards

  	
   

  
	
  Name

  	
   

  	
  Number of 

  Securities 

  underlying 

  unexercised 

  options

  (#)

  	
   

  	
  Option 

  exercise price

  ($)

  	
   

  	
  Option 

  expiration 

  date

  	
   

  	
  Value of 

  unexercised 

  in-the-money 

  options 

  ($)(2)

  	
   

  	
  Number of 

  shares or 

  units of 

  shares that 

  have not 

  vested 

  (#)

  	
   

  	
  Market or 

  payout value 

  of share-

  based awards 

  that have not 

  vested 

  ($)(3)

  	
   

  
	
  Brian Meadows

  	
   

  	
  33,973

  	
  (1)

  	
  4.00

  	
   

  	
  May 16, 2013

  	
   

  	
  Nil

  	
   

  	
  125,436

  	
   

  	
  232,057

  	
   

  
	
  Brian Palmieri

  	
   

  	
  19,341

  	
  (1)

  	
  4.00

  	
   

  	
  May 16, 2013

  	
   

  	
  Nil

  	
   

  	
  Nil

  	
   

  	
  Nil

  	
   

  
	
   

  	
   

  	
  996,667

  	
   

  	
  0.30

  	
   

  	
  June 20, 2010

  	
   

  	
  1,544,834

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Dr. Luke Zhang

  	
   

  	
  996,667

  	
   

  	
  0.30

  	
   

  	
  June 20, 2010

  	
   

  	
  1,544,834

  	
   

  	
  1,114,306

  	
  (1)

  	
  2,061,466

  	
   

  



 






Notes:


(1)          These awards are subject to the achievement of certain
performance targets established by the Compensation Committee.  These performance targets include targets for
Revenue, Earnings before Interest tax and depreciation (EBITDA), Earnings per
Share, Major Customer Contract additions and Performance against Major Customer
Contracts.   Awards vest over three years
subject to the achievement of specific performance targets over the three
years.  The key performance targets of
the Corporation were achieved in 2008 and therefore one third of these
performance awards were earned by these executives for payout at the end of the
three year vesting period.


(2)          The in-the-money value is equal to the number of
options multiplied by the difference between the exercise price of the options
and the closing trading price on the TSX on December 31, 2008 of $1.85.


(3)          Restricted shares have no exercise price.  The market value of the unvested restricted
shares is equal to the number of unvested restricted shares multiplied by the
closing trading price on the TSX on December 31, 2008 of $1.85.


 


The following table discloses incentive plan awards —
value vested or earned for each NEO for the most recently completed financial
year:


 


	
  Name

  	
   

  	
  Option-based awards — 

  Value vested during the year

  ($)

  	
   

  	
  Share-based awards —
  Value 

  vested during the year 

  ($)

  	
   

  	
  Non-equity incentive
  plan 

  compensation — Value earned 

  during the year 

  ($)

  	
   

  
	
  Brian Meadows

  	
   

  	
  Nil

  	
   

  	
  Nil

  	
   

  	
  41,250

  	
   

  
	
  Brian Palmieri

  	
   

  	
  Nil

  	
   

  	
  Nil

  	
   

  	
  Nil

  	
   

  
	
  Dr. Luke Zhang

  	
   

  	
  Nil

  	
   

  	
  Nil

  	
   

  	
  Nil

  	
   

  



 


Option based and share based awards to GLG Executive
are based on either meeting established performance targets by the Compensation
Committee and/or through multi-year vesting requirements designed to align
compensation of GLG Executive management with the interests of the Corporation’s
shareholders.


 


Pension Plan Benefits


 


The Corporation does not have a retirement plan.


 


11

















 


Director
Compensation


 


We have no standard arrangement pursuant to which
directors are compensated for their services in their capacity as directors
except for the granting, from time to time, of incentive stock options and/or
restricted shares in accordance with the Corporation’s Stock Option and
Restricted Share Plan and the policies of the Toronto Stock Exchange.  No cash compensation was paid to any director
of the Corporation for the director’s services as a director during the
financial year ended December 31, 2008.


 


Director compensation
table:


 




	
  Name(1)

  	
   

  	
  Fees 

  earned

  ($)

  	
   

  	
  Share-based 

  awards 

  ($)(2)

  	
   

  	
  Option-

  based 

  awards

  ($)(2)

  	
   

  	
  Non-equity 

  incentive 

  plan 

  compensation

  ($)

  	
   

  	
  Pension 

  value

  ($)

  	
   

  	
  All other 

  compensation

  ($)

  	
   

  	
  Total

  ($)

  	
   

  
	
  Mr. David Beasley
  Independent Director

  	
   

  	
  Nil

  	
   

  	
  80,000

  	
   

  	
  71,300

  	
   

  	
  Nil

  	
   

  	
  Nil

  	
   

  	
  Nil

  	
   

  	
  151,300

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Mr. He Fangzhen
  Independent Director

  	
   

  	
  Nil

  	
   

  	
  Nil

  	
   

  	
  19,379

  	
   

  	
  Nil

  	
   

  	
  Nil

  	
   

  	
  Nil

  	
   

  	
  19,379

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Mrs. Sophia Leung
  Independent Director

  	
   

  	
  Nil

  	
   

  	
  80,000

  	
   

  	
  71,300

  	
   

  	
  Nil

  	
   

  	
  Nil

  	
   

  	
  Nil

  	
   

  	
  151,300

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Mrs. Liu Yingchun
  Independent Director

  	
   

  	
  Nil

  	
   

  	
  Nil

  	
   

  	
  Nil

  	
   

  	
  Nil

  	
   

  	
  Nil

  	
   

  	
  Nil

  	
   

  	
  Nil

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Mr. Jinduo Zhang
  Non-Independent Director

  	
   

  	
  Nil

  	
   

  	
  21,744

  	
   

  	
  19,379

  	
   

  	
  Nil

  	
   

  	
  Nil

  	
   

  	
  Nil

  	
   

  	
  41,123

  	
   

  






 






Notes:


	
  (1)

  	
   

  	
  Compensation for Board
  members Dr. Zhang and Mr. Palmieri has been reflected in the
  Summary Compensation Table for Named Executive Officers.

  
	
  (2)

  	
   

  	
  Grant date fair values
  for 2008 were determined using Black-Scholes method to determine grant date
  fair value using the following assumptions:

  
	
   

  	
   

  	
  Risk Free Interest
  Rate:

  	
  3%

  	
  Expected Volatility:

  	
  140%

  
	
   

  	
   

  	
  Expected Dividend
  Yield:

  	
  0%

  	
  Expected Life:

  	
  5 years

  



 


Outstanding share-based awards and
option-based awards for the Corporation’s directors are disclosed in the
following table:


 


	
   

  	
   

  	
  Option-based Awards

  	
   

  	
  Share-based Awards

  	
   

  
	
  Name

  	
   

  	
  Number of 

  Securities 

  underlying 

  unexercised 

  options 

  (#)

  	
   

  	
  Option 

  exercise 

  price ($)

  	
   

  	
  Option 

  expiration 

  date

  	
   

  	
  Value of 

  unexercised 

  in-the-money 

  options 

  ($)(1)

  	
   

  	
  Number of 

  shares or 

  units of 

  shares that 

  have not 

  vested 

  (#)

  	
   

  	
  Market or 

  payout value 

  of share-

  based awards 

  that have not 

  vested 

  ($)(2)

  	
   

  
	
  Mr. David
  Beasley

  	
   

  	
  20,000

  	
   

  	
  4.00

  	
   

  	
  05/16/13

  	
   

  	
  Nil

  	
   

  	
  20,000

  	
   

  	
  37,000

  	
   

  
	
  Independent
  Director

  	
   

  	
  33,333

  	
   

  	
  0.30

  	
   

  	
  06/20/10

  	
   

  	
  51,666

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Mr. He
  Fangzhen

  	
   

  	
  5,436

  	
   

  	
  4.00

  	
   

  	
  05/16/13

  	
   

  	
  Nil

  	
   

  	
  Nil

  	
   

  	
  Nil

  	
   

  
	
  Independent
  Director

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Ms. Sophia
  Leung

  	
   

  	
  20,000

  	
   

  	
  4.00

  	
   

  	
  05/16/13

  	
   

  	
  Nil

  	
   

  	
  20,000

  	
   

  	
  37,000

  	
   

  
	
  Independent
  Director

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Ms. Liu
  Yingchun

  	
   

  	
  Nil

  	
   

  	
  Nil

  	
   

  	
  Nil

  	
   

  	
  Nil

  	
   

  	
  Nil

  	
   

  	
  Nil

  	
   

  
	
  Independent
  Director

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Mr. Jinduo
  Zhang

  	
   

  	
  5,436

  	
   

  	
  4.00

  	
   

  	
  05/16/13

  	
   

  	
  Nil

  	
   

  	
  5,436

  	
   

  	
  10,057

  	
   

  
	
  Non-Independent Director

  	
   

  	
  1,016,667

  	
   

  	
  0.30

  	
   

  	
  06/20/10

  	
   

  	
  1,575,834

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


12

















 






Notes:


(1) 
The in-the-money value is equal to the number of options multiplied by the
difference between the exercise price of the options and the closing trading
price on the TSX on December 31, 2008 of $1.85.


(2) 
Restricted shares have no exercise price. 
The market value of the unvested restricted shares is equal to the
number of unvested restricted shares multiplied by the closing trading price on
the TSX on December 31, 2008 of $1.85.


 


The following table discloses incentive plan awards —
value vested or earned during the year:


 


	
  Name

  	
   

  	
  Option-based awards – 

  Value vested during the 

  year

  ($)

  	
   

  	
  Share-based awards – 

  Value vested during the 

  year 

  ($)

  	
   

  	
  Non-equity incentive plan 

  compensation — Value 

  earned during the year 

  ($)

  	
   

  
	
  Mr. David Beasley 

  Independent Director

  	
   

  	
  Nil

  	
   

  	
  Nil

  	
   

  	
  Nil

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Mr. He Fangzhen 

  Independent Director

  	
   

  	
  Nil

  	
   

  	
  Nil

  	
   

  	
  Nil

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Madame Sophia Leung
  Independent Director

  	
   

  	
  Nil

  	
   

  	
  Nil

  	
   

  	
  Nil

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Mrs. Liu Yingchun 

  Independent Director

  	
   

  	
  Nil

  	
   

  	
  Nil

  	
   

  	
  Nil

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Mr. Jinduo Zhang 

  Non-Independent Director

  	
   

  	
  Nil

  	
   

  	
  Nil

  	
   

  	
  Nil

  	
   

  



 


 


Proportion
of Common Shares Held by Directors and Executive Officers


 


Collectively, as of the date hereof, the
directors and executive officers of the Corporation, as a group, own 10,113,947
Common Shares, representing approximately 12.9% (10.5% on a fully diluted
basis) of the issued and outstanding Common Shares.


 


Indemnification of Directors or Officers


 


There was no indemnification payable this financial
year to directors or officers of the Corporation.


 


Directors’ and Officers’
Insurance


 


The Corporation maintains liability insurance for its
directors and officers in the aggregate amount of $10 million, subject to a
$50,000 deductible loss payable by the Corporation.  The current annual premium of $42,000 is paid
by the Corporation.


 


Key Management Insurance


 


The Corporation does not maintain key management
insurance.


 


13

















 


SECURITIES AUTHORIZED FOR
ISSUANCE UNDER EQUITY COMPENSATION PLANS


 


As of the financial year ended December 31,
2008, the Corporation’s Stock Option and Restricted Share Plan was the only
equity compensation plan under which securities were authorized for
issuance.  The following table sets forth
information with respect to the Corporation’s Stock Option and Restricted Share
Plan as at the financial year ended December 31, 2008.


 


 


	
  Plan Category

  	
   

  	
  Number of Securities to 

  be issued upon exercise 

  of outstanding options, 

  warrants and rights

  (a)

  	
   

  	
  Weighted average 

  exercise price of 

  outstanding options, 

  warrants and rights(1)

  (b)

  	
   

  	
  Number of securities 

  remaining available for 

  future issuance under 

  equity compensation 

  plans excluding securities 

  reflected in column (a)

  (c)

  	
   

  
	
  Equity
  compensation plans approved by securityholders

  	
   

  	
  6,834,480

  	
   

  	
  $

  	
  1.04

  	
   

  	
  1,017,486

  	
   

  
	
  Equity
  compensation plans not approved by securityholders

  	
   

  	
  Nil

  	
   

  	
  Nil

  	
   

  	
  Nil

  	
   

  
	
  Total

  	
   

  	
  6,834,480

  	
   

  	
  $

  	
  1.04

  	
   

  	
  1,017,486

  	
   

  



 






Note:


(1)          These figures include the weighted average exercise
price of Options and the weighted average issue price of Restricted Shares.


 


Stock Option and Restricted Share Plan


 


Effective May 16, 2008, the Board of Directors
and Shareholders of the Corporation approved the Corporation’s Stock Option and Restricted Share Plan in order
to provide incentive compensation to directors, officers, employees and
consultants of the Corporation.


 


The Stock Option and Restricted Share Plan
reserves a maximum of 10% of the issued and outstanding Common Shares of the
Corporation for issue pursuant to options (“Options”) and restricted shares
(“Restricted Shares”).  As a result,
should the Corporation issue additional Common Shares in the future, the number
of Common Shares issuable under the Stock Option and Restricted Share Plan will
increase accordingly. The Stock Option and Restricted Share Plan is considered
as an “evergreen” plan since the Common Shares covered by the Options and
Restricted Shares shall be available for subsequent grants at such time as the
Options have been exercised or the Restricted Shares have become
unrestricted.  As of the date hereof, an
aggregate of 6,834,480 Options and Restricted Shares have been awarded and
remain outstanding under the Stock Option and Restricted Share Plan
representing 8.7% of the Corporation’s issued and outstanding Common
Shares.  As of the date hereof, 1,017,486
Options and Restricted Shares will be available for grant representing 1.3% of
the Corporation’s issued and outstanding Common Shares.


 


The purpose of the Stock Option and Restricted Share Plan is to attract, retain and motivate directors, officers, employees
and consultants of the Corporation and the preferred approach of the
Corporation is to compensate such individuals based primarily upon the
performance of the Corporation.


 


The exercise price of options (“Options”) is
determined by the Board in its sole discretion and shall not be less than the
closing price of the Common Shares on The Toronto Stock Exchange (“TSX”) on the
day preceding the award date, less any discount permitted by the TSX.  The Stock Option and Restricted Share Plan does not
contemplate that the Corporation will provide financial assistance to any
optionee in connection with the exercise of options.


 


14

















 


The vesting schedule in respect of the Options will be
a variable vesting schedule set at the discretion of the Compensation Committee
of the Corporation’s Board of Directors. 
Options granted
under the Stock Option and Restricted Share Plan may be exercised as soon as they have
vested.


 


In the event that the Corporation subdivides,
consolidates, or reclassifies the Corporation’s outstanding Common Shares, or
makes another capital adjustment, the number of Common Shares receivable upon
the exercise of Options will be increased or reduced proportionately.


 


Each restricted share (“Restricted Share”) granted
under the Stock Option and
Restricted Share Plan will become an unrestricted
Common Share, without payment of additional consideration, at the end of a
restricted period (the “Restricted Period”). The Restricted Period will be
determined by the Compensation Committee, provided however that in the event
the Compensation Committee does not set out such a period, the Restricted
Period will commence on the grant date and continue until the third anniversary
of such grant date. The Compensation Committee retains the right with respect
to any one or more participants to accelerate the time at which Restricted
Shares will become unrestricted.


 


Holders of Restricted Shares will have, in respect of
their Restricted Shares, all rights as a shareholder of the Corporation,
including the right to vote and the right to receive dividends in respect of
the Restricted Shares and for all purposes will be treated as shareholders of
the Corporation, but for the fact that the Restricted Shares may be cancelled
or terminated in certain circumstances prior to the expiry of the Restricted
Period.


 


All Options and Restricted Shares will terminate on
the earlier of the expiry of their term and 30 days following the termination
of a participant’s employment, engagement or position.  Upon the death of a participant, the legal
representatives of such participant may exercise the Options held by such
participant not later than 12 months following the date of death of the
participant, in the case of director or employee, and not later than one month
following the date of death of the participant in the case of a consultant.  Upon the death of a participant, each
Restricted Share shall be cancelled if the Restricted Period does not expire
within 12 months following the date of death of the participant, in the case of
director or employee, and within one month following the date of death of the
participant in the case of a consultant.


 


Options and Restricted Shares may not be assigned or
transferred with the exception of an assignment made to a personal
representative of a deceased participant or to a personal representative where
the participant is, for any reason, unable to manage his or her affairs and
such ersonal representative is entitled by law to act for the participant.


 


Subject to the Stock Option and Restricted
Share Plan reserving a maximum of 10% of the issued and outstanding Common
Shares of the Corporation for issue, the Stock Option and Restricted Share Plan
does not provide for a maximum number of shares which
may be issued to an individual pursuant to the plan and any other share
compensation arrangement (expressed as a percentage or otherwise).  However, the Corporation is restricted from issuing more
than 10% of issued and outstanding Common Shares in any
one year period, or at any time, to insiders of the Corporation unless the
Corporation obtains disinterested shareholder approval pursuant to the policies
of the TSX.


 


The Board of Directors will be specifically authorized
to amend the terms of the Stock Option and Restricted Share Plan, and the terms
of any Options or Restricted Shares granted under the Stock Option and
Restricted Share Plan, without obtaining shareholder approval, to:


 


(i)                                     amend the termination and
cancellation provisions of the Options and the Restricted Shares;


 


(ii)                                  accelerate the vesting period
of any Options or the Restricted Period of any Restricted Shares; or


 


(iii)                               make other amendments of a
housekeeping nature or to comply with the requirements of any regulatory
authority.


 


Notwithstanding the foregoing, no
amendments to:


 


15

















 


(i)                                     increase the number of Common
Shares reserved for issuance under the Stock Option and Restricted Share
Plan;


 


(ii)                                  add any form of financial
assistance;


 


(iii)                               amend a financial assistance
provision which is more favourable to participants; or


 


(iv)                              change the manner of
determining the Exercise Price of the Options,


 


shall be made without obtaining approval of the
applicable security holder and of the Corporation’s shareholders in accordance
with the requirements of the TSX.


 


A copy of the Stock Option and Restricted Share Plan can be obtained by contacting the Secretary of the Corporation in
writing at Suite 519, World Trade Centre, 999 Canada Place, Vancouver,
British Columbia, V6C 3E1.


 


INDEBTEDNESS
OF DIRECTORS AND EXECUTIVE OFFICERS


 


None of the directors or executive officers of the
Corporation has been indebted to the Corporation or its subsidiaries during the
financial year ended December 31, 2008.


 


REPORT ON CORPORATE GOVERNANCE


 


The following provides information with
respect to the Corporation’s compliance with the corporate governance
requirements (the “Corporate Governance Guidelines”) of the Canadian Securities
Administrators set forth in National Instrument 58-101 and Form 58-101F1.


 


Board of Directors


 


The Corporation’s Board is currently composed of seven
directors, a majority of whom are independent of management under the Corporate
Governance Guidelines and free of any interest and any business or other
relationship, other than arising from their shareholdings that could interfere
with their ability to act with a view to the best interests of the Corporation.


 


	
  Director

  	
   

  	
  Independence

  
	
  Mr. David
  Beasley

  	
   

  	
  Independent

  
	
  Madame Sophia
  Leung

  	
   

  	
  Independent

  
	
  Mr. He
  Fangzhen

  	
   

  	
  Independent

  
	
  Madame Liu
  Yingchun

  	
   

  	
  Independent

  
	
  Mr. Brian
  Palmieri

  	
   

  	
  Non-Independent
  (due to position as President of the Corporation)

  
	
  Mr. Jinduo
  Zhang

  	
   

  	
  Non-Independent
  (due to familial relationship with Dr. Luke Zhang)

  
	
  Dr. Luke
  Zhang

  	
   

  	
  Non-Independent
  (due to position as Chief Executive Officer of the Corporation)

  



 


The independent status of each individual director is
reviewed annually by the Board.  The
Board considers a director to be independent if he has no direct or indirect
material relationship with the Corporation which, in the view of the Board of
Directors could reasonably be perceived to materially interfere with the
exercise of the director’s independent judgment.


 


The chair of the Board, Dr. Luke Zhang, is not an
independent director, however, the Board believes that it has strong,
experienced independent directors who openly and candidly voice their opinions
at meetings. The Board believes that this structure facilitates the functioning
of the Board independently of the Corporation’s management and has therefore
not appointed an independent lead director. The independent directors are able
to exercise their responsibilities for independent oversight of management
through their majority control of the Board and through 


 


16

















 


the committees established by the Board which include
the Audit Committee,the Compensation Committee and the Nomination and Corporate
Governance Committee which are composed entirely of independent directors.


 


Meetings of independent directors are not regularly
scheduled but communication among this group occurs on an ongoing basis as
needs arise from regularly scheduled meetings of the Board.  However, the Corporate Governance and
Nominating Committee of the Board intends to review whether having formal
meetings of the independent would be beneficial to the Corporation.


 


The following table summarizes directors’ attendance
at Board meetings during the year ended December 31, 2008:


 


	
  Director

  	
   

  	
  Regularly Scheduled

  Board Meetings Attended (in person or via telephone)

  
	
  Mr. David Beasley

  	
   

  	
  5 of 5

  
	
  Madame Sophia Leung

  	
   

  	
  5 of 5

  
	
  Mr. He Fangzhen{1)

  	
   

  	
  1 of 3

  
	
  Madame Liu Yingchun{2)

  	
   

  	
  2 of 3

  
	
  Mr. Brian Palmieri

  	
   

  	
  5 of 5

  
	
  Mr. Jinduo Zhang

  	
   

  	
  5 of 5

  
	
  Dr. Luke Zhang

  	
   

  	
  5 of 5

  



 






Notes:


(1) 
Became a director on May 7, 2008.


(2)          Became a director on June 17, 2008.


 


Board
Mandate


 


The Board has adopted a written charter, a
copy of which is attached as Schedule “A” hereto.


 


Board members and management will participate in an
annual strategic planning review process. Any revisions to the plan will be
approved by the Board.  Implementation of
the strategic plan will be the responsibility of management. The Board will
systematically review opportunities by weighing them against the business risks
and actively managing these risks. The Board will provide leadership but will
not become involved in day-to-day matters. 
Management will report to the Board on a regular basis on the
Corporation’s progress in achieving these strategic objectives.


 


Board Assessments


 


The Board, its Committees and its
individual directors have not been regularly assessed with respect to their
effectiveness and contribution but intend to commence these assessments in the
current fiscal year.


 


Position Descriptions


 


The Board of Directors has adopted written charters
for the three Board Committees. Brief summaries of the role of the three Board
Committees may be found elsewhere in this document.


 


Orientation and Continuing
Education


 


The Board has an informal process for the orientation
of new Board members regarding the role of the Board, its Committees and
directors, and the nature of operation of the Corporation.  New directors meet with executive management
and incumbent directors and are provided with written materials to aid in their
familiarization with the Corporation.


 


Directors are made aware of their responsibility to
keep themselves up to date with best director and corporate governance
practices and are encouraged and funded to attend seminars that will increase
their own and the Board’s effectiveness.


 


17

















 


Ethical
Business Conduct


 


The Board of Directors has adopted a Code
of Conduct and Business Ethics which sets out guidelines and expectations
regarding conduct on the part of directors, officers and employees of the
Corporation.  The Code is available on
the Corporation’s website at www.glglifetech.com.


 


The Corporation has a Corporate Disclosure Policy,
available on the Corporation’s website at www.glglifetech.com, which provides
additional measures to ensure ethical business conduct, such as policies and
requirements regarding insider trading and trading blackout periods.


 


The Board also requires conflicts of interest to be
disclosed to the Corporation’s Corporate Governance and Nominating
Committee.  In the event that conflicts
of interest arise, a director who has such a conflict is required to disclose
the conflict and to abstain from voting for or against the approval of the
matter.  In addition, in considering
transactions and agreements in respect of which a director has a material
interest, the Board will require that the interested person absent themselves
from portions of Board or Committee meetings so as to allow independent
discussion of points in issue and the exercise of independent judgment.


 


Nomination of Directors


 


With advice and input from the Corporate Governance
and Nominating Committee, the Board, in identifying new candidates for Board
nomination, will:


 


(a)                                  consider what competencies and
skills the Board, as a whole, should possess;


 


(b)                                 assess what competencies and
skills each existing director possesses; and


 


(c)                                  consider the appropriate size
of the Board, with a view to facilitating effective decision making.


 


The nomination of directors is undertaken by the
Corporate Governance and Nominating Committee, which is composed entirely of
independent directors.  The Committee
reviews the composition of the Board annually, assesses the effectiveness of
the Board annually, identifies new candidates for nomination as directors to
the Board and makes recommendations to the Board for nominees for election as
directors.  In that regard, the Corporate
Governance and Nominating Committee considers the competencies and skills each
new nominee would bring to the Corporation and whether or not each new nominee
can devote sufficient time and resources to his or her duties as a Board
member.  The Corporation has no
obligation or contract with any third party providing it with the right to
nominate a director.


 


Board Committees


 


The Corporation has three Board Committees, being the
Audit Committee, the Compensation Committee and the Corporate Governance and
Nominating Committee.


 


Audit
Committee


 


The Audit Committee assists the Board of
Directors in fulfilling its responsibilities for oversight of financial and
accounting matters.  In addition to
recommending the auditors to be nominated and reviewing the compensation of the
auditors, the Committee is responsible for overseeing the work of the auditors
and pre-approving non-audit services. 
The Committee also reviews the Corporation’s annual and interim
financial statements and news releases containing information taken from the
Corporation’s financial statements prior to their release.  The Committee is responsible for reviewing
the acceptability and quality of the Corporation’s financial reporting and
accounting standards and principles and any proposed material changes to them
or their application.


 


The members of the Audit Committee are Mr. David
Beasley, Madame Sophia Leung and Madame Liu Yingchun, all independent
directors.


 


18

















 


The Audit Committee has a published charter which is
attached to the Corporation’s Annual Information Form, filed with Canadian
Securities Regulators, and posted on the Corporation’s website,
www.glglifetech.com.


 


Compensation
Committee


 


The Compensation Committee was established on March 18,
2008 and assists the Board of Directors in fulfilling its oversight
responsibilities relating to compensation. 
The Committee’s role includes establishing a remuneration and benefits
plan for directors, executives and other key employees and reviewing the
adequacy and form of compensation of directors and senior management.  The Committee oversees the development and
implementation of compensation programs in order to support the Corporation’s
business objectives and attract and retain key executives.  The Committee also reviews and makes
recommendations to the Corporation’s Board of Directors regarding the
Corporation’s incentive compensation equity-based plans.


 


The members of the Compensation Committee are Mr. David
Beasley, Madame Sophia Leung, Madame Liu Yingchun, and Mr. He Fangzhen,
all independent directors.  None of the
members of the Compensation Committee are officers or employees or were former
officers or employees of the Corporation or any of its subsidiaries, had or has
any relationship that requires disclosure hereunder in respect of indebtedness
owed to the Corporation or any interest in material transactions involving the
Corporation.  None of the Corporation’s
executive officers have served on the compensation committee, or in the absence
of such committee, the entire board of directors, of another issuer whose
executive officer is a member of the compensation committee or board of
directors.


 


Corporate Governance &
Nominating Committee


 


The Corporate Governance and Nominating Committee was
established on March 18, 2008 and assists the Board of Directors in
fulfilling its oversight responsibilities relating to the governance of the
Corporation and its relationship with senior management.  The Committee’s role includes developing and
monitoring the effectiveness of the Corporation’s system of corporate
governance, assessing the effectiveness of individual directors, the Board of
Directors, and various Board Committees, and is responsible for appropriate
corporate governance and proper delineation of the roles, duties and
responsibilities of management, the Board of Directors and its Committees.  The Committee is responsible for recommending
to the Board a set of corporate governance principles and reviewing these
principles at least once a year.  The
Committee oversees the Corporation’s investor relations and public relations
activities.  In addition, the Committee
is responsible for identifying and recommending candidates qualified to become
directors and board committee members and to ensure that an effective Chief
Executive Officer succession plan is in place.


 


The members of the Corporate Governance and Nominating
Committee are Mr. David Beasley, Madame Sophia Leung, Madame Liu Yingchun
and Mr. He Fangzhen, all independent directors.


 


INTEREST
OF INFORMED PERSONS IN MATERIAL TRANSACTIONS


 


No informed person or proposed director and no
associate or affiliate of the foregoing has had a material interest, direct or
indirect, in any transaction in which the Corporation has participated within
the three year period prior to the date of this Management Proxy Circular, or
will have any material interest in any proposed transaction, which has
materially affected or will materially affect the Corporation.


 


MANAGEMENT
CONTRACTS


 


Except as otherwise disclosed herein, management
functions of the Corporation are not, to any substantial degree, performed by a
person or persons other than the directors or senior officers of the
Corporation.


 


19














 


ADDITIONAL INFORMATION


 


Additional information relating to the
Corporation is available at www.sedar.com under the name “GLG Life Tech
Corporation”. Copies of the Corporation’s financial statements and MD&A can
be obtained by contacting the Corporate Secretary of the Corporation in writing
at Suite 519, World Trade Centre, 999 Canada Place, Vancouver, British
Columbia, V6C 3E1. Copies of such documents will be provided to Shareholders
free of charge.


 


OTHER
MATTERS


 


Management knows of no other matters to come before
the Meeting of Shareholders, other than those referred to in the Notice of
Meeting.  However, if any other matters
which are not know to Management shall properly come before said Meeting, the Form of
Proxy given pursuant to the solicitation by Management will be voted on such
matters in accordance with the best judgment of the persons voting the proxy.


 


20

















 


SCHEDULE
“A”


 


MANDATE
OF THE BOARD OF DIRECTORS


 


OF


 


GLG
LIFE TECH CORPORATION


 


21

















 


GLG LIFE TECH
CORPORATION 

(the “Company”)


1.                             ROLE AND RESPONSIBILITIES


 


1.1                           The Board of Directors (the “Board”) is
responsible for the stewardship of the Company. 
This requires the Board to oversee the conduct of the business and
supervise management, which is responsible for the day-to-day conduct of the
business.


 


1.2                           The Board is responsible for the adoption
of a strategic planning process and the approval and review, at least annually
in an all-day in person strategy session to review the Company’s strategic
business plan proposed by management, including a statement of the vision,
mission and values, and to adopt such a plan with such changes as the Board
deems appropriate.  The plan and
discussion which takes into account, among other things, the opportunities and
risks of the business must be presented to the Board no later than 4 months
prior to the fiscal year end as to provide enough time for management to
resubmit and review the plan and incorporate a budget that takes into account
the strategic objectives of the Company.


 


1.3                           The Board shall review and measure
corporate performance against strategic plans, senior management objectives,
financial plans and quarterly budgets.


 


1.4                           The Board is responsible for the
identification of the principal risks of the Company’s business and overseeing
the implementation of appropriate systems to manage these risks.


 


1.5                           The Board is responsible for succession
planning, including appointing, training and monitoring senior management and,
in particular, the CEO.


 


1.6                           The Board is responsible for satisfying
itself as to the integrity of the CEO and other senior officers and that the
CEO and the other senior officers create a culture of integrity throughout the
Company.


 


1.7                           The Board is responsible for the Company’s
communication policies, which:


 


(a)           address how the Company interacts with
analysts, investors, other key stakeholders and the public,


 


(b)           contain measures for the Company to comply
with its continuous and timely disclosure obligations and to avoid selective
disclosure, and


 


(c)           are reviewed at least annually.


 


1.8                           The Board is responsible for the integrity
of the Company’s internal control and management information systems.


 


1.9                           The Board is responsible for acting in
accordance with all applicable laws, the Company’s bylaws and the Company’s
Director, Officer and Employee Code of Business Conduct and Ethics.


 


1.10                         The Board and each individual director is responsible
for acting in accordance with the obligations imposed by the Business Corporations Act (British Columbia). In exercising
their powers and discharging their duties, each director shall:


 


(a)           act honestly and in good faith with a view
to the best interests of the Company;


 


(b)           exercise the care, diligence and skill that
a reasonably prudent person would exercise in comparable circumstances;


 

















 


(c)           exercise independent judgement regardless
of the existence of relationships or interests which could interfere with the
exercise of independent judgement; and


 


(d)           (i)            disclose to the Company, in writing or by
having it entered in the minutes of meetings of directors, the nature and
extent of any interest that the director has in a material contract or material
transaction, whether made or proposed, with the Company if the director is a
party to the contract or transaction, is a director or officer, or an
individual acting in a similar capacity, of a party to the contract or
transaction, or, has a material interest in a party to the contract or
transaction; and


 


(ii)           such director shall refrain from voting on
any resolution to approve such contract or transaction unless it relates to the
directors’ remuneration in that capacity, is for the directors’ indemnity or
insurance or is a contract or transaction with an affiliate.


 


(e)           Demonstrate a willingness to listen as well
as to communicate their opinions, openly and in a respectful manner.


 


1.11                         The Board has the authority to appoint a managing
director or to establish committees and appoint directors to act as managing
director or to be members of these committees. 
The Board may not delegate to such managing director or committees the
power to:


 


(a)           submit to the shareholders any question or
matter requiring the approval of the shareholders;


 


(b)           fill a vacancy among the directors or in
the office of auditor, or appoint additional directors;


 


(c)           issue securities, except as authorized by
the directors;


 


(d)           issue shares of a series, except as
authorized by the directors;


 


(e)           declare dividends;


 


(f)            purchase, redeem or otherwise acquire
shares issued by the Company;


 


(g)           pay a commission to any person in
consideration of his purchasing or agreeing to purchase shares of the Company
from the Company or from any other person, or procuring or agreeing to procure
purchasers for any such shares;


 


(h)           approve a management proxy circular,
take-over bid circular or directors’ circular;


 


(i)            approve financial statements to be put
before an annual meeting of shareholders; and


 


(j)            adopt, amend or repeal bylaws.


 


1.12                         The matters to be delegated to committees of the Board
and the constitution of such committees are to be assessed annually or more
frequently, as circumstances require. 
From time to time the Board may create an ad hoc committee to examine
specific issues on behalf of the Board. 
The following are the current committees of the Board:


 


(a)           the Audit Committee, consisting of not less
than three directors, each of whom must be an “unrelated or “independent”
director under applicable securities laws and applicable stock exchange
rules.  The role of the Audit Committee
is to provide oversight of the Company’s financial management and of the design
and implementation of an effective system of internal financial controls as
well as to review and report to the Board on the integrity of the financial
statements of the Company, its subsidiaries and associated companies.


 


2

















 


(b)           the Corporate Governance and Nominating
Committee, consisting of not less than three directors, each of whom must be an
“unrelated or “independent” director under applicable securities laws and
applicable stock exchange rules.  The
role of the Corporate Governance and Nominating Committee is to:


 


(i)            develop and monitor the effectiveness of
the Company’s system of corporate governance;


 


(ii)           establish procedures for the identification
of new nominees to the Board and lead the candidate selection process;


 


(iii)          develop and implement orientation
procedures for new directors;


 


(iv)          assess the effectiveness of directors, the
Board and the various committees of the Board;


 


(v)           ensure appropriate corporate governance and
the proper delineation of the roles, duties and responsibilities of management,
the Board, and its committees; and


 


(vi)          assist the Board in setting the objectives
for the CEO and evaluating CEO performance.


 


(c)           the Compensation Committee, consisting of
not less than three directors, each of whom must be an “unrelated or “independent”
director under applicable securities laws and applicable stock exchange
rules.  The role of the Compensation
Committee is to:


 


(i)            establish a remuneration and benefits plan
for directors, senior management and other key employees;


 


(ii)           review the adequacy and form of
compensation of directors and senior management;


 


(iii)          establish a plan of succession;


 


(iv)          undertake the performance evaluation of the
CEO in consultation with the Chair of the Board, if not the CEO; and


 


(v)           make recommendations to the Board.


 


2.                             COMPOSITION


 


2.1                           From time to time the Board or an
appropriate committee of the Board shall review the size of the Board to ensure
that the size facilitates effective decision-making.


 


2.2                           The Board shall be composed of a majority
of directors who qualify as “unrelated” or “independent” directors under
applicable securities laws and applicable stock exchange rules.  The determination of whether an individual
director is unrelated or independent is the responsibility of the Board.


 


2.3                           If at any time the Company has a
significant shareholder, meaning a shareholder with the ability to exercise a
majority of the votes for the election of the Board, the Board will include a
number of directors who do not have interests in or relationships with either
the Company or the significant shareholder and who fairly reflects the
investment in the Company by shareholders other than the significant
shareholder.


 


2.4                           The Board should, as a whole, have the
following competencies and skills:


 


(a)           knowledge of the Company’s industry;


 


(b)           knowledge of current corporate governance
guidelines;


 


3

















 


(c)           financial and accounting expertise.


 


3.                             PROCEDURES TO ENSURE EFFECTIVE OPERATION


 


3.1                           The Board recognizes the importance of
having procedures in place to ensure the effective and independent operation of
the Board.


 


3.2                           If the Chair of the Board is not a member
of management, the Chair shall be responsible for overseeing that the Board
discharges its responsibilities.  If the
Chair is a member of management, responsibility for overseeing that the Board
discharges its responsibility shall be assigned to a non-management director.


 


3.3                           The Board has complete access to the
Company’s management.  The Board shall
require timely and accurate reporting from management and shall regularly review
the quality of management’s reports.


 


3.4                           An individual director may engage an
external adviser at the expense of the Company in appropriate
circumstances.  Such engagement is
subject to the approval of the Corporate Governance and Nominating Committee.


 


3.5                           The Board shall provide an orientation and
education program for new recruits to the Board as well as continuing education
on topics relevant to all directors.


 


3.6                           The Board shall institute procedures for
receiving shareholder feedback.


 


3.7                           The Board requires management to run the
day-to-day operations of the Company, including internal controls and
disclosure controls and procedures.


 


3.8                           The non-management directors shall meet at
least twice yearly without any member of management being present.


 


3.9                           The Board sets appropriate limits on
management’s authority.  Accordingly, the
following decisions require the approval of the Board:


 


(a)           the approval of the annual and quarterly
(unless delegated to the Audit Committee) financial statements;


 


(b)           the approval of the annual budget;


 


(c)           any equity or debt financing, other than
debt incurred in the ordinary course of business such as trade payables;


 


(d)           entering into any license, strategic
alliance, partnership or other agreement outside the ordinary course of
business;


 


(e)           the acquisition and assignment of material
assets (including intellectual property and fixed assets) outside of the
ordinary course of business;


 


(f)            the commencement, termination or material
amendment to any human clinical trial;


 


(g)           the creation of subsidiaries;


 


(h)           the creation of new Company bank accounts;


 


(i)            payment of dividends;


 


(j)            proxy solicitation material;


 


4

















 


(k)           projected issuances of securities from
treasury by the Company as well as any projected redemption of such securities;


 


(l)            any material change to the business of the
Company;


 


(m)          the appointment of members on any committee
of the Board;


 


(n)           capital expenditures in excess of
CAD$50,000 outside of the annual budget;


 


(o)           entering into any professional engagements
where the fee is likely to exceed CAD$50,000 outside of the annual budget.


 


(p)           entering into any arrangements with banks
or other financial institutions relative to borrowing (either on a term or revolving
basis) of amounts in excess of CAD$100,000 outside the annual budget;


 


(q)           entering into any guarantee or other
arrangement such that the Company is contingently bound financially or
otherwise in excess of CAD$50,000 other than product guarantees outside the
annual budget;


 


(r)            the appointment or discharge of any senior
officer of the Company;


 


(s)           entering into employment contracts with any
senior officers;


 


(t)            initiating or defending any law suits or
other legal actions; and


 


3.10                         The Board, together with the CEO and with the
assistance of the Corporate Governance and Nominating Committee, shall develop
position descriptions for the CEO.  The
Board, together with the CEO, shall also approve or develop the corporate
objectives that the CEO is responsible for meeting and the Board shall assess
the CEO against these objectives.


 


5

















 


SCHEDULE
“B”


 


REPORTING
PACKAGE


 














 


	
  

  	
  TSX.GLG

  



 


	
  British Columbia Securities Commission 

  PO Box 10142, Pacific Centre

  701
  West Georgia Street

  Vancouver,
  BC V7Y 1L2

  	
  Alberta Securities Commission

  4th Floor, 300 – 5th Avenue SW

  Calgary,
  AB T2P 3C4

  
	
   

  	
   

  
	
  Ontario
  Securities Commission

  20
  Queen Street West, 19th Floor, Box 55

  Toronto,
  ON M5H 3S8

  	
  Toronto Stock Exchange

  The
  Exchange Tower

  130
  King Street West, 3rd
  Floor 

  Toronto, ON M5X 1J2

  
	
   

  	
   

  
	
  Lo Porter Hetu

  223-14
  Street N.W.

  Calgary,
  Alberta T2N 1Z6

  	
  PricewaterhouseCoopers
  LLP 

  250
  Howe Street, Suite 700 

  Vancouver,
  British Columbia 

  Canada
  VC 3S7

  



 


Notice of Change of Auditor Pursuant to National Instrument 51-102


 


GLG
Life Tech Corporation (the “Company”) wishes
to advise that the Company’s auditor, Lo
Porter Hetu, Certified General Accountants, has resigned effective December 3, 2008 at the request of the
Company. The Board of Directors of the Company resolved in a meeting held on December 3,
2008 that PricewaterhouseCoopers LLP be appointed as successor
auditor to fill the vacancy in the position of auditor of the Company.


 


The
resignation of Lo Porter Hetu and the appointment
of PricewaterhouseCoopers LLP, have been considered and approved by the Company’s
Audit Committee and Board of Directors. The Company’s Audit Committee and Board of Directors have
reviewed the documents relating to the change of auditor.


 


There
have been no reservations contained in the audit reports of Lo Porter Hetu for the two most
recently completed fiscal years and any subsequent period. There are no
reportable events between the Company
and Lo Porter Hetu, and there have been no qualified opinions or
denials of opinion of Lo Porter Hetu.


 


Dated
at Vancouver, British Columbia, effective this 3rd day of December, 2008.


 


GLG
LIFE TECH CORPORATION


 


	
  /s/
  Brian Meadows

  	
   

  
	
  Brian
  Meadows

  	
   

  
	
  Chief
  Financial Officer

  	
   

  



 
















	
   

  	
   

  
	
   

   

  Independent member firm of

  Porter
  Hétu International

  Professional
  Services Group

  	
   

   

   

   

  December 3,
  2008

   

  British
  Columbia Securities Commission  

  PO
  Box 10142, Pacific Centre

  701
  West Georgia Street

  Vancouver,
  BC V7Y 1L2

  
	
   

  	
   

  
	
  Professional  Strength

  Personal
  Service

  Practical
  Solutions

  	
  Ontario
  Securities Commission

  20
  Queen Street West, 19th Floor, Box 55  

  Toronto,
  ON M5H 3S8

  
	
   

  	
   

  
	
   

  	
  Alberta
  Securities Commission  

  4th Floor, 300 – 5th Avenue SW  

  Calgary,
  AB T2P 3C4

   

  Toronto
  Stock Exchange  

  The
  Exchange Tower

  130
  King Street West, 3rd Floor  

  Toronto,
  ON M5X 1J2

  
	
   

  	
   

  
	
   

  	
  Dear
  Sirs:

  
	
   

  	
   

  
	
   

  	
  RE:
  

  	
  NOTICE
  OF CHANGE OF AUDITORS  

  GLG Life Tech Corporation

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  With
  respect to the above noted Notice of Change of Auditors and pursuant to
  National  Instrument 51-102, we have read the Notice of Change of Auditors for
  GLG Life Tech  Corporation and, based on our knowledge of
  the information at this date, we agree with  its contents
  as it pertains to Lo Porter Hetu, Certified General Accountants.

  
	
   

  	
   

  
	
   

  	
  Yours
  truly,

  
	
  Partners
  

  Tenny
  S. Lo, MA, FCGA, CFP, CA*

  Elizabeth
  A. Thompson, FCGA*

  Richard
  J. Black, CGA*

  Alex
  Cheung, CGA, CPA*

  *Professional
  Corporation

  	
   

  
	
  

  
	
   

  
	
  Lo
  Porter Hetu

  
	
   

  
	
   

  	
  cc:

  	
  The
  Board of Directors

  GLG Life Tech Corporation

  
	
   

  	
   

  	
   

  
	
  Tel:
  (403) 283-1088 

  Fax:
  (403) 283-1044  

  E-mail:
  lph@loporterhetu.com 

  Website:
  www.porterhetu.com

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  223 - 14 Street
  N.W.

  Calgary,
  Alberta

  Canada

  T2N
  1Z6

  	
   

  	
   

  






 














 





 


PricewaterhouseCoopers LLP


 


PricewaterhouseCoopers
Place  250 Howe Street, Suite 700  Vancouver, British Columbia  Canada V6C 3S7


Telephone
+1 604 806 7000  


Facsimile
+1 604 806 7806


 


December 3,
2008


 


British
Columbia Securities Commission  


PO
Box 10142, Pacific Centre


701
West Georgia Street


Vancouver,
BC V7Y 1L2


 


Alberta
Securities Commission  


4th Floor, 300 – 5th Avenue SW  


Calgary,
AB T2P 3C4


 


Ontario
Securities Commission


20
Queen Street West, 19th Floor, Box 55


Toronto,
ON M5H 3S8


 


We
have read the statements made by GLG Life Tech Corporation in the Change of
Auditor  Notice dated December 3, 2008, which we understand will be filed
pursuant to Section 4.11 of  the National Instrument
51-102.


 


We
agree with the statements in the Change of Auditor Notice dated December 3,
2008.  


 


Kind
regards,


 





 


Chartered
Accountants


 


“Procewaterhousecoopers” refers to
PricewaterhouseCoopers LLP, an Ontario limited liability partnership, or, as
the context requires, the PricewaterhouseCoopers global network or other member
firms of the network, each of which is a separate and independent legal entity.