As
filed with the Securities and Exchange Commission on March, 31,
2010










UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549








FORM
40-F





 ̈
            REGISTRATION
      STATEMENT PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF
      1934


OR


x
            ANNUAL
      REPORT PURSUANT TO SECTION 13(a) OR 15(d) OF THE SECURITIES EXCHANGE ACT
      OF 1934





For
the fiscal year ended December 31, 2009





Commission
file number:  001-34556





GLG
LIFE TECH CORPORATION


(Exact
Name of Registrant as Specified in its Charter)





British
      Columbia
              
              2833
              
              98-0653309(Province
      or other jurisdiction of
                incorporation
      or organization)
              
              (Primary
      Standard Industrial
                Classification
      Code)
              
              (I.R.S.
      Employer Identification No.)





Suite
519 World Trade Centre, 999 Canada Place, Vancouver, British Columbia, Canada
V6C 3E1


(604)
641-1368


(Address
and Telephone Number of Registrant’s Principal Executive Offices)










Copies
to:





Fairchild
      Record Search, Ltd.
              3400
      Capitol Boulevard S.E.
              Suite
      101, Tumwater, Washington 98501-3308
              (360)
      786-8775(Name,
      address (including zip code) and telephone number
              (including
      area code) of agent for service in the United
  States)








Securities
registered or to be registered pursuant to Section 12(b) of the
Act:





Title
      of Each Class:
              
              Name
      of Each Exchange On Which Registered:Common
      Shares, no par value
              
              NASDAQ
      Global Market





Securities
registered or to be registered pursuant to Section 12(g) of the
Act:  N/A





Securities
for which there is a reporting obligation pursuant to Section 15(d) of the
Act:  N/A


For
annual reports, indicate by check mark the information filed with this
form:





x           Annual
      Information Form
            
            x           Audited
      Annual Financial Statements





Indicate
the number of outstanding shares of each of the issuer’s classes of capital or
common stock as of the close of the period covered by the annual
report:  As at December 31, 2009, 25,417,689 common shares of the
Registrant were issued and outstanding.





Indicate
by check mark whether the Registrant by filing the information contained in this
Form is also thereby furnishing the information to the Commission pursuant to
Rule 12g3-2(b) under the Securities Exchange Act of 1934 (the “Exchange Act”).
If “Yes” is marked, indicate the file number assigned to the Registrant in
connection with such Rule.   ̈
Yes  82-_____     x No





Indicate
by check mark whether the Registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months
(or for such shorter period that the Registrant was required to file such
reports) and (2) has been subject to such filing requirements for the past 90
days.  x
Yes     ̈ No





Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding
12 months (or for such shorter period that the registrant was required to submit
and post such files).   ̈ Yes   
 ̈ No










EXPLANATORY
NOTE




GLG Life
Tech Corporation (“we”, “us”, “our”, the “Company” or the “Registrant”) is a
Canadian issuer eligible to file its annual report pursuant to Section 13 of the
Exchange Act on Form 40-F pursuant to the multi-jurisdictional disclosure system
of the Exchange Act.  We are a “foreign private issuer” as defined in
Rule 3b-4 under the Exchange Act.  Our equity securities are
accordingly exempt from Sections 14(a), 14(b), 14(c), 14(f) and 16 of the
Exchange Act pursuant to Rule 3a12-3.




FORWARD-LOOKING
STATEMENTS




This
annual report on Form 40-F and the documents incorporated herein by reference,
contain forward-looking statements and forward-looking information within the
meaning of applicable securities laws. Such forward-looking statements or
forward-looking information include, but are not limited to statements with
respect to:




·
            the
      market for stevia and stevia-based
products;


·
            our
      production capacity and availability of raw
  materials;


·
            our
      customers;


·
            legal
      and regulatory matters;


·
            currency
      fluctuations;


·
            trends
      and consumer preferences in connection with dietary and health
      products;


·
            competitors;


·
            requirements
      for additional capital;


·
            potential
      expansion;


·
            ongoing
      relationships between us, our suppliers and our
  customers;


·
            our
      estimates and assumptions used in our accounting policies, accruals and
      financial condition;


·
            our
      adoption, timing and ability to meet certain accounting and regulatory
      standards; and


·
            general
      economic conditions.




Often,
but not always, forward-looking statements and forward-looking information can
be identified by the use of words such as "plans," "expects," "is expected,"
"budget," "scheduled," "estimates," "forecasts," "intends," "anticipates," or
"believes" or the negatives thereof or variations of such words and phrases or
statements that certain actions, events or results "may," "could," "would,"
"might" or "will" be taken, occur or be achieved. With respect to
forward-looking statements and information included in this annual report on
Form 40-F and the documents incorporated herein by reference, we have made
numerous assumptions including, among other things, assumptions about consumer
acceptance of stevia, anticipated costs and expenditures and our ability to
achieve our goals. While we consider these assumptions to be reasonable, the
assumptions are inherently subject to significant business, economic,
competitive and social uncertainties and contingencies. However, there are also
known and unknown risk factors which could cause our actual results,
performance, achievements or industry results to be materially different from
any future results, performance or achievements expressed or implied by the
forward-looking statements and forward-looking information. Known factors
include, among others, the following:




·
            operational
      risks;


·
            the
      effects of general economic
conditions;


·
            changing
      foreign exchange rates;


·
            actions
      by government and other regulatory
authorities;


·
            uncertainties
      associated with legal proceedings and
  negotiations;


·
            industry
      supply levels;


·
            market
      acceptance of our products;


·
            product
      development delays;


·
            competitive
      pricing pressures; and


·
            those
      risks discussed under the heading “Risk Factors” in our Annual Information
      Form, or AIF, for the year ended December 31, 2009 filed as Exhibit 99.1
      to this annual report on Form 40-F.




Although
we have attempted to identify factors that could cause actual actions, events or
results to differ materially from those described in forward-looking statements
and forward-looking information, there may be other factors that cause actions,
events or results not to be as anticipated, estimated or intended.
Forward-looking statements and forward-looking information are based upon
management's beliefs, estimates and opinions at the time they are made and we
undertake no obligation to update forward-looking statements and forward-looking
information if these beliefs, estimates and opinions or circumstances should
change, except as required by applicable law. There can be no assurance that
forward-looking statements and forward-looking information will prove to be
accurate, as actual results and future events could differ materially from those
anticipated in such statements and information. Accordingly, readers should not
place undue reliance on forward-looking statements and forward-looking
information.







Specific
reference is made to the "Risk Factors" contained in the AIF incorporated by
reference herein and the Management’s Discussion & Analysis incorporated by
reference herein for a discussion of the factors underlying forward-looking
statements and forward-looking information. In light of these risks,
uncertainties and assumptions, the forward looking events discussed in this
annual report on Form 40-F and the documents incorporated herein by reference,
including, without limitation, our published financial guidance, may
not occur.




NOTE
TO UNITED STATES READERS-


DIFFERENCES
IN UNITED STATES AND CANADIAN REPORTING PRACTICES




We are
permitted, under the multi-jurisdictional disclosure system adopted by the
United States Securities and Exchange Commission, or the SEC, to prepare this
annual report in accordance with Canadian disclosure requirements, which differ
from those of the United States.  We prepare our financial statements,
which are filed as Exhibit 99.2 to this annual report on Form 40-F, in
accordance with Canadian generally accepted accounting principles, or GAAP, and
they are subject to Canadian auditing and auditor independence
standards.  They are not comparable to financial statements of United
States companies.  Significant measurement differences between
Canadian GAAP and United States GAAP are described in Note 32 of our audited
consolidated financial statements.




CURRENCY




Unless
specifically stated otherwise, all dollar amounts in this annual report on Form
40-F are in Canadian dollars.  The exchange rate of Canadian dollars
into United States dollars, based upon the noon rate of exchange on December 31,
2009 as reported by the Bank of Canada for the conversion of Canadian dollars
into United States dollars, was U.S.$1.00 = Cdn.$1.051.




ANNUAL
INFORMATION FORM




Our AIF
for the fiscal year ended December 31, 2009 is filed as Exhibit 99.1 and
incorporated by reference in this annual report on Form 40-F.




AUDITED
ANNUAL FINANCIAL STATEMENTS




Our
audited consolidated financial statements for the years ended December 31, 2009
and 2008, including the report of our independent auditor with respect thereto,
are filed as Exhibit 99.2 and incorporated by reference in this annual report on
Form 40-F.  For a reconciliation of material measurement differences
between Canadian and United States GAAP, see Note 32 to our audited consolidated
financial statements.




MANAGEMENT’S
DISCUSSION AND ANALYSIS




Our
management’s discussion and analysis, or MD&A, for the year ended December
31, 2009 is filed as Exhibit 99.3 and incorporated by reference in this annual
report on Form 40-F.




TAX
MATTERS




Purchasing,
holding, or disposing of our securities may have tax consequences under the laws
of the United States and Canada that are not described in this annual report on
Form 40-F.




CONTROLS
AND PROCEDURES




Disclosure
Controls and Procedures




At the
end of the period covered by this annual report for the fiscal year ended
December 31, 2009, an evaluation was carried out under the supervision of, and
with the participation of, our management, including our Chief Executive
Officer, or CEO, and Chief Financial Officer, or CFO, of the effectiveness of
the design and operation of our disclosure controls and procedures (as defined
in Rule 13a-15(e) of the Exchange Act).  Based upon that evaluation,
our CEO and CFO have concluded that our disclosure controls and procedures were
effective to give reasonable assurance that the information we are required to
disclose in reports that we file or submit under the Exchange Act is (i)
recorded, processed, summarized and reported, within the time periods specified
in the SEC’s rules and forms, and (ii) accumulated and communicated to
management, including our principal executive and principal financial officers,
or persons performing similar functions, as appropriate to allow timely
decisions regarding required disclosure.







Management’s
Report on Internal Control over Financial Reporting and Auditor’s Attestation
Report




This
annual report on Form 40-F for the fiscal year ended December 31, 2009 does not
include a report on management’s assessment regarding internal control over
financial reporting or an attestation report of our registered public accounting
firm due to a transition period established by rules of the SEC for newly public
companies.




Changes
in Internal Control over Financial Reporting




During
the period covered by this Annual Report on Form 40-F, no changes occurred in
our internal control over financial reporting that have materially affected, or
are reasonably likely to materially affect, our internal control over financial
reporting.




AUDIT
COMMITTEE




Audit
Committee




We have a
separately designated standing Audit Committee established in accordance with
section 3(a)(58)(A) of the Exchange Act and NASDAQ Rule
5605(c)(2).  Our Audit Committee is composed of David Beasley, Sophia
Leung and Liu Yingchun, all of whom, in the opinion of the directors, are
independent (as determined under Rule 10A-3 of the Exchange Act and NASDAQ Rule
5605(a)(2)) and are financially literate.  Information regarding the
members of our Audit Committee can be found under “Directors and Officers” in
our AIF, which section is incorporated herein by reference.




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 Audit Committee is responsible for overseeing the work of the
auditors and pre-approving non-audit services.  The Audit Committee
also reviews our annual and interim financial statements and news releases
containing information taken from our financial statements prior to their
release.  The Audit Committee is responsible for reviewing the
acceptability and quality of our financial reporting and accounting standards
and principles and any proposed material changes to them or their
application.




The Audit
Committee has a published charter which is attached as Appendix A to our
AIF.  The Audit Committee Charter is also available at www.sedar.com and on
our website, www.glglifetech.com.




Audit
Committee Financial Expert




Our Board
of Directors has determined that Liu Yingchun qualifies as an “audit committee
financial expert” within the meaning of the SEC’s rules and is independent as
determined under Exchange Act Rule 10A-3 and NASDAQ Rule
5605(a)(2).  Information regarding Madame Liu’s qualifications and
experience can be found under “Directors and Officers” in our AIF, which section
is incorporated herein by reference.




PRINCIPAL
ACCOUNTING FEES AND SERVICES — INDEPENDENT AUDITORS




Information
about our principal accounting fees and services can be found under “External
Auditor Service Fees” of our AIF, which section is incorporated by reference in
this annual report on Form 40-F.




PRE-APPROVAL
OF AUDIT AND NON-AUDIT SERVICES PROVIDED BY


INDEPENDENT
AUDITORS




In
addition to recommending the auditors to be nominated and reviewing the
compensation of the auditors, the Audit Committee is responsible for overseeing
the work of the auditors and pre-approving non-audit services.  As a
matter of practice, the Audit Committee, and/or the Audit Committee Chairman
acting on behalf of the Audit Committee, will generally pre-approve all audit
and permitted non-audit services to be performed by our external auditors. None
of the fees reported in our AIF under the heading “External Auditor Service
Fees” that were paid to PricewaterhouseCoopers LLP were approved by our Audit
Committee pursuant to the de
minimus exception provided by Section (c)(7)(i)(C) of Regulation
S-X.







OFF-BALANCE
SHEET ARRANGEMENTS




We have
no off-balance sheet arrangements required to be reported in this Annual Report
on Form 40-F.




CODE
OF ETHICS




We have
adopted a Code of Ethics that applicable to our principal executive officer,
principal financial officer and principal accounting officer or
controller. Our Code of Ethics is available at on our website at www.glglifetech.com.




Any
amendments to our Code of Ethics, and all waivers of the Code of Ethics with
respect to any of the officers covered by it, will be posted on our website
within five business days of such amendment or waiver and shall be provided in
print to any shareholder who requests them.




There
have been no waivers or implicit waivers to the Code of Ethics during the fiscal
year ended December 31, 2009.




CONTRACTUAL
OBLIGATIONS




The
following table presents a breakdown of our known outstanding contractual
obligations by maturity as of December 31, 2009:




Payment due by period
                          (Figures are in thousands of Canadian Dollars)Contractual Obligations
                        
                        Total
                        
                        
                        Less than 1 year
                        
                        
                        1-3 years
                        
                        3-5 years
                        
                        More than 5
                          yearsAccounts
      payable and accruals
                        
                        
                        25,383
                        
                        
                        
                        25,383Short-term
      debt obligations (1)
                        
                        
                        37,812
                        
                        
                        
                        37,812Long-term
      debt obligations (2)
                        
                        
                        13,983
                        
                        
                        
                        
                        
                        
                        
                        13,983Related
      party loan (3)
                        
                        
                        7,361
                        
                        
                        
                        7,361Operating
      lease obligations (4)(5)(6)
                        
                        
                        575
                        
                        
                        
                        180
                        
                        
                        
                        153
                        
                        
                        
                        
                        242Purchase
      obligations (7)
                        
                        
                        1,400
                        
                        
                        
                        1,400Total
                        
                        
                        86,514
                        
                        
                        
                        72,136
                        
                        
                        
                        14,136
                        
                        
                        
                        
                        242




(1)
            This
      amount represents borrowings from two banks and one private lender in
      China.  This amount includes estimated total interest payments
      of approximately $494,117 as of March 31, 2010, payable over the remaining
      life of the debt.  The loans are secured by our
      subsidiaries.  It is common practice in China to borrow on a
      short-term basis, even in relation to financing long-term assets and we
      intend to seek to renew some or all of these loans on
      maturity.




(2)
            This
      amount represents borrowings from two banks in China with maturity in June
      2011.  The loans bear interest at a rate of 5.4% per annum and
      are secured by our subsidiaries.  This amount includes estimated
      total interest payments of approximately $185,749 as of March 31, 2010,
      payable over the remaining life of the
debt.




(3)
            This
      amount represents non-secured borrowings from our Chairman and
      CEO.  This amount includes estimated total interest payments of
      approximately $117,384 as of March 31, 2010, payable over the remaining
      life of the debt.  The loans bear interest at the U.S. dollar
      prime rate posted by HSBC Bank (Canada) plus 3% per annum.  We
      used the proceeds of these loans for corporate working capital and to fund
      the required initial investment in our Runhao
  subsidiary.




(4)
            We
      have two five-year operating leases with respect to land and production
      equipment at our Qingdao factory in China.  The leases expire in
      2011 and the annual minimum lease payments are approximately
      $153,300.




(5)
            We
      entered into a 30-year agreement with the Dongtai City Municipal
      Government, located in the Jiangsu Province of China, for approximately 50
      acres of land for our seed base operation.  Rent of
      approximately $121,107 is paid every ten
years.




(6)
            We
      entered into a new office lease with a one-year term commencing on May 1,
      2009. Our obligation for 2010 in connection with this new lease is
      $26,566.







(7)
            In
      2009 we entered construction agreements to build wastewater treatment
      facilities at two of our processing facilities in China.  As at
      December 31, 2009 we had paid approximately $500,000 of the $1.9 million
      total consideration payable in connection with these
      agreements.





In
April 2008, we signed a 20-year agreement with the government of Juancheng
County in the Shandong Province of China. This agreement requires us to make a
total investment in the Juancheng region of U.S.$60 million over the course
of the 20-year agreement to retain our exclusive rights. However, we have
received verbal assurances from local officials that the agreement contains only
non-binding commitments and, accordingly, the U.S.$60 million investment by
us provided for under this agreement has not been included as a contractual
obligation. As of December 31, 2009, we had not made any investment in
the region.





The
amounts in the table above do not reflect the future tax consequences
attributable to such amounts because we are unable to reasonably estimate the
amount of such tax consequences.




NOTICES
PURSUANT TO REGULATION BTR




We did
not send any notices to directors and executive officers during the period
covered by this annual report as required by Rule 104 of Regulation BTR
concerning any equity securities in a pension or retirement plan subject to a
blackout period, and generally these requirements are inapplicable to
us.




NASDAQ
CORPORATE GOVERNANCE




Our
common shares are quoted for trading on the NASDAQ Global Market under the
symbol GLGL.  NASDAQ Marketplace Rule 5615(a)(3) permits a
foreign private issuer to follow its home country practice in lieu of certain of
the requirements of the Rule 5600 Series. A foreign private issuer that
follows a home country practice in lieu of one or more provisions of the
Rule 5600 Series is required to disclose in its annual report filed with
the SEC each requirement of the Rule 5600 Series that it does not follow
and describe the home country practice followed by the issuer in lieu of such
NASDAQ corporate governance requirements.




We do not
follow Marketplace Rule 5620(c), but instead follow our home country
practice. The NASDAQ minimum quorum requirement under Rule 5620(c) for a
meeting of shareholders is 33.33% of the outstanding common shares. In addition,
Rule 5620(c) requires that an issuer listed on NASDAQ state its quorum
requirement in its governing documents. Our quorum requirement is set forth in
our articles. A quorum for a meeting of our shareholders is one person who is,
or who represents by proxy, one or more shareholders who, in the aggregate, hold
at least 5% of the issued shares entitled to be voted at the meeting. The
foregoing is consistent with the laws, customs and practices in Canada and
the rules of the Toronto Stock Exchange.




UNDERTAKING




We
undertake to make available, in person or by telephone, representatives to
respond to inquiries made by the SEC’s staff, and to furnish promptly, when
requested to do so by the SEC staff, information relating to:  the
securities registered pursuant to Form 40-F; the securities in relation to which
the obligation to file an annual report on Form 40-F arises; or transactions in
said securities.




CONSENT
TO SERVICE OF PROCESS




We
previously filed an Appointment of Agent for Service of Process and Undertaking
on Form F-X with the SEC on November 6, 2009, with respect to the class of
securities in relation to which the obligation to file this annual report on
Form 40-F arises.





SIGNATURES




Pursuant
to the requirements of the Exchange Act, the Registrant certifies that it meets
all of the requirements for filing on Form 40-F and has duly caused this annual
report to be signed on its behalf by the undersigned, thereto duly
authorized.




GLG
      LIFE TECH CORPORATIONBy:
                /s/
      Brian MeadowsName:
                Brian
      MeadowsTitle:
                Chief
      Financial Officer





Date:  March
31, 2010





EXHIBIT
INDEX




Incorporated by ReferenceExhibit
                                      No
                                    
                                    Exhibit Title
                                    
                                    Filed
                                      Herewith
                                    
                                    Form
                                    
                                    Exhibit
                                      No.
                                    
                                    File
                                      No.
                                    
                                    Filing
                                      Date99.1
                                    
                                    Annual
      Information Form for the year ended December 31, 2009
                                    
                                    X99.2
                                    
                                    Audited
      consolidated financial statements and notes thereto for the years ended
      December 31, 2009 and 2008
                                    
                                    X99.3
                                    
                                    Management’s
      Discussion and Analysis for the year ended December 31, 2009
                                    
                                    X99.4
                                    
                                    Consent
      of Independent Registered Public Accounting Firm of PricewaterhouseCoopers
      LLP dated March 31, 2010
                                    
                                    X99.5
                                    
                                    Certification
      of Principal Executive Officer required by Rule 13a-14(a) of the
      Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the
      Sarbanes-Oxley Act of 2002, dated March 31, 2010
                                    
                                    X99.6
                                    
                                    Certification
      of Principal Financial Officer required by Rules 13a-14(a) of the
      Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the
      Sarbanes-Oxley Act of 2002, dated March 31, 2010
                                    
                                    X99.7
                                    
                                    Certification
      of Chief Executive Officer pursuant to 18 USC. 1350, as adopted pursuant
      to Section 906 of the Sarbanes-Oxley Act of 2002, dated March 31,
      2010
                                    
                                    X99.8
                                    
                                    Certification
      of Chief Financial Officer pursuant to 18 USC. 1350, as adopted pursuant
      to Section 906 of the Sarbanes-Oxley Act of 2002, dated March 31,
      2010
                                    
                                    X