Biosino Bio-Technology and Science Incorporation — Proxy Solicitation & Information Statement 2012

Apr 3, 2012

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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

If you have sold or transferred all your shares in Biosino Bio-Technology and Science Incorporation*, you should at once hand this circular, together with the enclosed form of proxy, to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale was effected for transmission to the purchaser or transferee.

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

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中生北控生物科技股份有限公司 BIOSINO BIO-TECHNOLOGY AND SCIENCE INCORPORATION[*]

(a joint stock limited company incorporated in the People’s Republic of China with limited liability)

(Stock Code: 8247)

PROPOSED GRANTING OF THE GENERAL MANDATE TO ISSUE NEW SHARES AND NOTICE OF THE ANNUAL GENERAL MEETING

A notice convening the annual general meeting (the “Annual General Meeting”) of Biosino Bio-Technology and Science Incorporation* to be held at No. 27 Chaoqian Road, Science and Technology Industrial Park, Changping District, Beijing, the PRC on Tuesday, 22 May 2012 at 10 a.m. is set out on pages 8 to 11 of this circular.

A form of proxy for use at the Annual General Meeting is enclosed with this circular and such form of proxy is also published on the websites of the Growth Enterprise Market of The Stock Exchange (“GEM”) (www.hkgem.com) and the Company (www.zhongsheng.com.cn). Whether or not you intend to attend the Annual General Meeting, you are requested to complete and return (i) the enclosed reply slip in accordance with the instructions printed thereon not later than Wednesday, 2 May 2012 and (ii) the enclosed form of proxy in accordance with the instructions printed thereon not less than 24 hours before the time fixed for holding the Annual General Meeting or any adjournment thereof (as the case may be). Completion and return of the form of proxy will not preclude you from attending the Annual General Meeting and voting in person if you so wish.

This circular will remain on the GEM website with the domain name of www.hkgem.com on the “Latest Company Announcements” page for at least 7 days from the date of its posting and will be posted on the Company’s website (www.zhongsheng.com.cn).

5 April 2012

• For identification purposes only

CHARACTERISTICS OF THE GROWTH ENTERPRISE MARKET (“GEM”) OF THE STOCK EXCHANGE OF HONG KONG LIMITED

GEM has been positioned as a market designed to accommodate companies to which a higher investment risk may be attached than other companies listed on the Stock Exchange. Prospective investors should be aware of the potential risks of investing in such companies and should make the decision to invest only after due and careful consideration. The greater risk profile and other characteristics of GEM mean that it is a market more suited to professional and other sophisticated investors.

Given the emerging nature of companies listed on GEM, there is a risk that securities traded on GEM may be more susceptible to high market volatility than securities traded on the Main Board of the Stock Exchange and no assurance is given that there will be a liquid market in the securities traded on GEM.

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CONTENTS

		Page
Definitions	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board
1.	Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
2.	Proposed Granting of the General Mandate . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
3.	Proposed Appointment and Resignation of non-executive Director. . . . . . . . . . .	4
4.	Annual General Meeting and Proxy Arrangement. . . . . . . . . . . . . . . . . . . . . . . .	5
5.	Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Appendix I	– Details of the non-executive Director proposed
	to be appointed at the AGM. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Notice of the Annual General Meeting. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		8

– ii –

DEFINITIONS

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

“Annual General Meeting”	the annual general meeting of the Company to be held at
	No. 27 Chaoqian Road, Science and Technology Industrial
	Park, Changping District, Beijing, the PRC on Tuesday,
	22 May 2012 at 10 a.m., to consider and, if appropriate,
	to approve the resolutions contained in the notice of the
	Annual General Meeting which is set out on pages 8 to 11
	of this circular, or any adjournment thereof
“Articles of Association”	the articles of association of the Company, as amended
	from time to time
“Board”	the board of Directors
“Company”	中生北控生物科技股份有限公司(Biosino Bio-Technology
	and Science Incorporation*), a joint stock limited company
	established in the PRC with limited liability on 26 April
	2001
“Director(s)”	the director(s) of the Company
“Domestic Share(s)”	ordinary share(s) of nominal value of RMB1.00 each in the
	share capital of the Company which are subscribed for or
	credited as paid up in Renminbi
“GEM”	the Growth Enterprise Market operated by the Stock
	Exchange
“GEM Listing Rules”	the Rules Governing the Listing of Securities on the GEM
“GEM website”	http://www.hkgem.com, being the internet website operated
	by the Stock Exchange for GEM
“General Mandate”	the proposed general mandate to allot, issue and otherwise
	deal with additional Shares representing up to the limit of
	20% of the Shares in issue on the date of the passing of the
	related resolution

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DEFINITIONS

“H Share(s)”	overseas listed foreign shares in the ordinary share capital
	of the Company, with a nominal value of RMB1.00 each,
	which are listed on the GEM
“Hong Kong”	the Hong Kong Special Administrative Region of the
	People’s Republic of China
“Latest Practicable Date”	2 April 2012, being the latest practicable date prior to the
	printing of this circular for ascertaining certain information
	in this circular
“PRC”	the People’s Republic of China
“RMB”	Renminbi, the lawful currency of the PRC
“Share(s)”	Domestic Shares and H Shares
“Shareholder(s)”	holder(s) of Share(s)
“Stock Exchange”	The Stock Exchange of Hong Kong Limited

• For identification purposes only

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LETTER FROM THE BOARD

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中生北控生物科技股份有限公司 BIOSINO BIO-TECHNOLOGY AND SCIENCE INCORPORATION[*]

(a joint stock limited company incorporated in the People’s Republic of China with limited liability)

(Stock Code: 8247)

Chairman and Executive Director: Mr. Wu Lebin（吳樂斌先生）

Vice Chairmen and Non-executive Directors: Dr. Gao Guang Xia（高光俠博士） Dr. Qiao Zhicheng（喬志城博士）

Executive Directors: Dr. Wang Lin（王琳博士） Mr. Hou Quanmin（侯全民先生）

Non-executive Directors: Mr. Yao Fang（姚方先生） Mr. Zuo Zhihui（左志輝先生） Mr. Wang Fu Gen（王福根先生）

Registered office and principal place of business in the PRC: No. 27 Chaoqian Road Science and Technology Industrial Park Changping District Beijing, PRC

Principal Place of Business in Hong Kong: 66/F., Central Plaza 18 Harbour Road Wanchai Hong Kong

Independent Non-executive Directors: Dr. Rao Yi（饒毅博士） Dr. Hu Canwu Kevin（胡燦武博士） Mr. John Wong Yik Chung（黃翼忠先生)

5 April 2012

To the Shareholders

Dear Sir/Madam,

PROPOSED GRANTING OF THE GENERAL MANDATE TO ISSUE NEW SHARES AND NOTICE OF THE ANNUAL GENERAL MEETING

1. INTRODUCTION

The purpose of this circular is to give you notice of the Annual General Meeting and to provide you with information regarding certain resolutions to be proposed at the Annual General Meeting to enable you to make an informed decision on whether to vote for or against those resolutions at the Annual General Meeting.

• For identification purposes only

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LETTER FROM THE BOARD

2. PROPOSED GRANTING OF THE GENERAL MANDATE

To increase the flexibility and efficiency in operation, and to give discretion to the Board in the event that it becomes desirable to issue any Shares, the Company proposes to obtain Shareholders’ approval for the General Mandate to allot, issue and otherwise deal with additional Shares up to the limit of 20% of the Shares in issue on the date of the passing of the relevant resolution. Any exercise of the power by the Directors under the General Mandate shall comply with the relevant requirements of the GEM Listing Rules, the Articles of Association and the applicable laws and regulations of the PRC. The Board has no present plan to issue new Shares pursuant to the General Mandate. The General Mandate shall be effective from the date of passing the relevant resolution until whichever is the earliest of:

• (i) the conclusion of the next annual general meeting of the Company;

• (ii) the expiration of the period within which the next annual general meeting of the Company is required by the Articles of Association or other applicable laws to be held; or

• (iii) the revocation or variation of the authority given under the relevant resolution by a special resolution of the Company in general meeting.

As at the Latest Practicable Date, the Company had in issue 131,303,671 Shares. Subject to the passing of the proposed resolution for the approval of the General Mandate and in accordance with the terms therein, the Company will be allowed to allot, issue and deal with up to a maximum of 26,260,734 Shares on the basis that no further Shares will be issued by the Company prior to the Annual General Meeting.

3. PROPOSED APPOINTMENT AND RESIGNATION OF NON-EXECUTIVE DIRECTOR

The Board hereby announces the following changes:

• a. Resignation of Mr. Zuo Zhihui（左志輝）(“Mr. Zuo”) as a non-executive Director. Mr. Zuo has tendered his resignation on 30 March 2012, which will be effective from 1 April 2012 subject to the conclusion of the AGM due to his personal commitments.

Mr. Zuo has confirmed that he has no disagreement with the Board and there is no matter relating to his resignation that need to be brought to the attention of the shareholders of the Company.

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LETTER FROM THE BOARD

• b. Appointment of Ms. Zhang Yinge*（張英娥）(“Ms. Zhang”) as a non-executive Director

The Board proposed to appoint Ms. Zhang as a non-executive Director of the Company subject to the approval by the Shareholders at the AGM. An ordinary resolution will be proposed at the Annual General Meeting to appoint Ms. Zhang as a non-executive Director.

Biographical details and information relating to Ms. Zhang are set out in Appendix I hereto.

4. ANNUAL GENERAL MEETING AND PROXY ARRANGEMENT

The notice of the Annual General Meeting is set out on pages 8 to 11 of this circular. At the Annual General Meeting, resolutions will be proposed to approve, inter alia, the granting of the General Mandate.

Pursuant to Rule 17.47(4) of the GEM Listing Rules, any vote of Shareholders at a general meeting must be taken by poll. Accordingly, all resolutions will be put to vote by way of poll at the Annual General Meeting. An announcement on the poll vote results will be made by the Company after the Annual General Meeting in the manner prescribed under Rule 17.47(5) of the GEM Listing Rules.

A form of proxy for use at the Annual General Meeting is enclosed with this circular and such form of proxy is also published on the GEM website and the Company’s website (www.zhongsheng.com.cn). Whether or not you intend to attend the Annual General Meeting, you are requested to complete and return (i) the enclosed reply slip in accordance with the instructions printed thereon not later than Wednesday, 2 May 2012 and (ii) the enclosed form of proxy in accordance with the instructions printed thereon not less than 24 hours before the time fixed for holding the Annual General Meeting or any adjournment thereof (as the case may be). Completion and return of the form of proxy will not preclude you from attending the Annual General Meeting and voting in person if you so wish.

• For identification purposes only

– 5 –

LETTER FROM THE BOARD

5. RECOMMENDATION

The Directors believe that all resolutions proposed for consideration and approval by the Shareholders at the Annual General Meeting are in the best interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend that all the Shareholders should vote in favour of all the resolutions to be proposed at the Annual General Meeting as set out in the notice of the Annual General Meeting.

Yours faithfully, For and on behalf of the Board Biosino Bio-Technology and Science Incorporation * Tung Woon Cheung, Eric Company Secretary

• For identification purposes only

– 6 –

APPENDIX I DETAILS OF THE NON-EXECUTIVE DIRECTOR PROPOSED TO BE APPOINTED AT THE AGM

PARTICULARS OF THE PROPOSED NON-EXECUTIVE DIRECTOR

Biographical details and information of Ms. Zhang Yinge* (“Ms. Zhang”) are set out as follows, the Company wishes to state that there was no other information required to be disclosed pursuant to Rule 17.50 (h)-(v) of the GEM Listing Rules:

Ms. Zhang, aged 45, is proposed to be appointed as a non-executive Director of the Company. Ms. Zhang was a director of the financial management department, director of marketing, and general manager of the South China region of Tianjin An Kang Group（天 津安康集團）, and the senior investment manager, investment director, and general manager of asset manager of Tianjin Tai Da Technology Venture Capital Company Limited（天津泰 達科技風險投資股份有限公司）. Ms. Zhang currently is the investment director of Shanghai Fosun Pharmaceutical (Group) Co., Ltd（上海復星醫藥集團（股份）有限公司）, a company listed on Shanghai Stock Exchange (stock code: 600196).

Save as disclosed above, Ms. Zhang did not hold directorship in any other public listed company in the last three years up to the Latest Practicable Date. Ms. Zhang does not have any relationships with any directors, senior management, substantial shareholders or controlling shareholders of the Company and does not have any interests in the Shares within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the laws of Hong Kong).

Subject to the Shareholders’ approval of Ms. Zhang’s appointment as a non-executive Director and the approval by the Board, Ms. Zhang would enter into an employment contract with a term of 3 years with the Company. Under the employment contract, Ms. Zhang will receive a basic salary of RMB25,000 per annum without bonus and such other remuneration as may be determined by the Board with reference to the performance of the Company, her duties and responsibilities and prevailing market conditions.

• For identification purposes only

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NOTICE OF THE ANNUAL GENERAL MEETING

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中生北控生物科技股份有限公司 BIOSINO BIO-TECHNOLOGY AND SCIENCE INCORPORATION[*]

(a joint stock limited company incorporated in the People’s Republic of China with limited liability)

(Stock Code: 8247)

NOTICE IS HEREBY GIVEN that an Annual General Meeting (the “Meeting”) of Biosino Bio-Technology and Science Incorporation* (the “Company”) will be held at No. 27 Chaoqian Road, Science and Technology Industrial Park, Changping District, Beijing, the People’s Republic of China (the “PRC”) on Tuesday, 22 May 2012 at 10:00 a.m. for the following purposes:–

AS ORDINARY RESOLUTIONS

1. To consider and approve the report of the board of directors of the Company (the “Board”) for the year ended 31 December 2011;

2. To consider and approve the report of the Supervisory Committee of the Company for the year ended 31 December 2011;

3. To consider and approve the audited consolidated financial statements of the Company and its subsidiaries and the Independent Auditors’ Report for the year ended 31 December 2011;

4. To consider and approve the recommendation for a final dividend for the year ended 31 December 2011;

5. To consider and approve the resignation of Mr. Zuo Zhihui as a non-executive Director;

6. To consider and approve the appointment of Ms. Zhang Yinge* as a non-executive Director;

7. To consider and approve the re-appointment of Ernst & Young Hua Ming as the PRC auditors and Ernst & Young as the international auditors of the Company to hold office until the conclusion of the next annual general meeting and to authorize the Board to fix their remuneration;

• For identification purposes only

– 8 –

NOTICE OF THE ANNUAL GENERAL MEETING

AS SPECIAL RESOLUTION

1. To give a general mandate to the Board to issue, allot and deal with additional shares not exceeding 20% of the shares of the Company in issue and authorize the Board to make corresponding amendments to the Articles of Association as it thinks fit so as to reflect the new capital structure upon the allotment or issuance of shares:

“ THAT

• (A) (a) subject to paragraph (c) and in accordance with the relevant requirements of the Rules Governing the Listing of Securities on the Growth Enterprise Market operated by The Stock Exchange of Hong Kong Limited, the Articles of Association of the Company and the applicable laws and regulations of the PRC, the exercise by the Board during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue and deal with, either separately or concurrently, additional shares of the Company and to make or grant offers, agreements, options and rights of exchange or conversion which might require the exercise of such powers be hereby generally and unconditionally approved;

• (b) the approval in paragraph (a) shall authorize the Board during the Relevant Period to make or grant offers, agreements, options and rights of exchange or conversion which might require the exercise of such powers after the end of the Relevant Period;

• (c) the aggregate nominal amount of shares allotted, issued and dealt with or agreed conditionally or unconditionally to be allotted, issued and dealt with (whether pursuant to an option or otherwise) by the Board pursuant to the approval granted in paragraph (a) shall not exceed 20% of the aggregate nominal amount of shares of the Company in issue on the date of passing this resolution, otherwise than pursuant to (i) a Rights Issue (as hereinafter defined) or (ii) any scrip dividend or similar arrangement providing for allotment of shares in lieu of the whole or part of a dividend on shares of the Company in accordance with the Articles of Association; and

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NOTICE OF THE ANNUAL GENERAL MEETING

• (d) for the purposes of this resolution:

“ Relevant Period ” means the period from the passing of this resolution until whichever is the earliest of: (i) the conclusion of the next annual general meeting of the Company; (ii) the expiration of the period within which the next annual general meeting of the Company is required by the Articles of Association of the Company or other applicable laws to be held; or (iii) the revocation or variation of the authority given under this resolution by a special resolution of the Company in general meeting.

“ Rights Issue ” means an offer of shares open for a period fixed by the directors to holders of shares on the register on a fixed record date in proportion to their then holdings of such shares (subject to such exclusions or other arrangements as the directors may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of, or the requirements of any recognized regulatory body or any stock exchange in any territory outside Hong Kong) and an offer, allotment or issue of shares by way of rights shall be construed accordingly.

• (B) The Board be authorized to make corresponding amendments to the Articles of Association of the Company as it thinks fit so as to reflect the new capital structure upon the allotment or issuance of shares as provided in sub-paragraph (a) of paragraph (A) of this resolution.”

For and on behalf of the Board

Biosino Bio-Technology and Science Incorporation * Tung Woon Cheung, Eric Company Secretary

Beijing, the PRC, 5 April 2012

• For identification purposes only

– 10 –

NOTICE OF THE ANNUAL GENERAL MEETING

Notes:

i. A member of the Company (“Member”) entitled to attend and vote at the Meeting is entitled to appoint a proxy or proxies to attend and vote in his stead. A proxy need not be a Member. A form of proxy for use at the Meeting is enclosed herewith. In the case of the joint holders of any Share, only the person whose name appears first in the register of members shall be entitled to receive this notice, to attend and exercise all the voting powers attached to such share at the Meeting, and this notice shall be deemed to be given to all joint holders of such share.

ii. To be valid, the form of proxy together with any power of attorney or other authority (if any) under which it is signed or a notarially certified copy of that power of attorney or authority must be deposited with the Company’s H share registrar Tricor Tengis Limited, at 26/F, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong, and in case of holders of domestic shares, to the Company’s mailing address at No. 27 Chaoqian Road, Science and Technology Industrial Park, Changping District, Beijing, the PRC, postal code 102200, not later than 24 hours before the time appointed for holding the Meeting or the time appointed for passing the resolutions or any adjournment thereof. Delivery of the form of proxy shall not preclude a Member from attending and voting in person at the Meeting and, in such event, the instrument appointing a proxy shall be deemed to be revoked.

iii. Members and their proxies should produce identity proof (and form of proxy in case of proxies) when attending the meeting.

iv. The register of Members in Hong Kong will be closed from 2 May 2012 to 22 May 2012, both days inclusive, in order to determine the entitlement to attend the Meeting. All properly completed H shares transfer forms accompanied by the relevant share certificates must be lodged with the Company’s H share registrar Tricor Tengis Limited, at 26/F, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong not later than 4:30 p.m. on 30 April 2012, for registration.

v. The register of Members in Hong Kong will be closed from 29 May 2012 to 31 May 2012, both days inclusive, in order to determine the entitlement to final dividend. All properly completed H shares transfer forms accompanied by the relevant share certificates must be lodged with the Company’s H share registrar Tricor Tengis Limited, at 26/F, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong not later than 4:30 p.m. on 28 May 2012, for registration.

vi. Whether or not the holders of H shares of the Company who intend to attend the Meeting shall complete the enclosed reply slip for the Meeting and return it, by hand or by post, to the Company’s H share registrar Tricor Investor Services Limited, at 26/F, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong, or by fax to (852) 2810 8185 on or before Wednesday, 2 May 2012.

vii. Whether or not the holders of domestic shares of the Company who intend to attend to the Meeting shall complete the enclosed reply slip for the Meeting and return it, by hand or by post, to the Company’s mailing address at No. 27 Chaoqian Road, Science and Technology Industrial Park, Changping District, Beijing, the PRC, postal code 102200, or by fax to (86) 10-8011 7026 on or before Wednesday, 2 May 2012.

viii. It is expected that the Meeting will last not more than half day. Members and their proxies attending the Meeting shall bear their own travel and accommodation expenses.

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