Uni-Bio Science Group Limited — AGM Information 2004

Jul 30, 2004

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in doubt as to any aspect of this circular, you should consult your licensed securities dealer, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in NEW SPRING HOLDINGS LIMITED , you should at once hand this circular and the accompanying form of proxy to the purchaser or the transferee or to the bank, licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser or the transferee.

The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this circular, makes no representation as to its accuracy or completeness and expressly disclaims 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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(Stock Code: 0690)
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PROPOSALS INVOLVING

(1) AMENDMENTS TO THE ARTICLES OF ASSOCIATION OF THE COMPANY; (2) GENERAL MANDATES TO REPURCHASE SHARES AND TO ISSUE SHARES; AND (3) RE-ELECTION OF DIRECTORS

The circular, for which the directors of NEW SPRING HOLDINGS LIMITED collectively and individually accept full responsibility, includes particulars given in compliance with the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited for the purpose of giving information with regard to NEW SPRING HOLDINGS LIMITED . The Directors, having made all reasonable enquiries, confirm that, to the best of their knowledge and belief: (i) the information contained in this circular is accurate and complete in all material respects and not misleading; (ii) there are no other matters the omission of which would make any statement in this circular misleading; and (iii) all opinions expressed in this circular have been arrived at after due and careful consideration and are founded on bases and assumptions that are fair and reasonable.

A notice convening an annual general meeting of NEW SPRING HOLDINGS LIMITED to be held at 10th Floor, Fook Hing Factory Building, 33 Lee Chung Street, Chai Wan, Hong Kong on Thursday, 26th August, 2004 at 3:00 p.m. is set out in the annual report of the Company for the financial year ended 31st March, 2004. Whether or not you propose to attend the meeting, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and return the same to the Company’s branch share registrar and transfer office in Hong Kong, Abacus Share Registrars Limited at Ground Floor, Bank of East Asia Harbour View Centre, 56 Gloucester Road, Wanchai, Hong Kong as soon as possible and in any event not later than 48 hours before the time appointed for the holding of the meeting (or adjourned meeting as the case may be).

* For identification only

30th July, 2004

DEFINITIONS

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

“Annual General Meeting”

the annual general meeting of the Company to be held on Thursday, 26th August, 2004 at 3:00 p.m., notice of which is set out in the annual report of the Company for the financial year ended 31st March 2004

• “Articles” the articles of association of the Company

• “Board” the board of Directors

• “Circular” this circular

“Companies Law” the Companies Law, Cap 22 (Law 3 of 1961, as consolidated and revised) of the Cayman Islands

“Company” New Spring Holdings Limited, a company incorporated in the Cayman Islands with limited liability whose shares are listed on the Stock Exchange

• “Directors” directors of the Company

“General Mandates” the proposed granting of general mandates to Directors to repurchase and issue Shares

“Hong Kong” the Hong Kong Special Administrative Region of the People’s Republic of China

“Issue Mandates” general mandates to the Directors to exercise the powers of the Company to allot, issue and deal with Shares during the period (as set out in the Issue Resolutions) (i) Shares not exceeding 20% of the issued share capital of the Company as at the date of the Issue Resolution; and (ii) additional number of Shares repurchased under the Repurchase Mandate after the granting of the said general mandate

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DEFINITIONS

• “Issue Resolutions”

the proposed ordinary resolutions as referred to in resolution no. 4(B) and no. 4(C) of the notice of the Annual General Meeting

• “Latest Practicable Date”

• 27th July, 2004, being the latest practicable date prior to the printing of the Circular for ascertaining certain information contained herein

• “Listing Rules”

the Rules Governing the Listing of Securities on the Stock Exchange

• “Memorandum”

the memorandum of the Company

• “Ordinary Resolution”

• a resolution passed at a general meeting of the Company by a simple majority of the votes cast, as provided by the Articles

• “Proposed Constitutive Changes”

the proposed amendments to the Articles

• “Repurchase Mandate”

the proposal to give a general mandate to the Directors to exercise the powers of the Company to repurchase during the period (as set out in the Repurchase Resolution) Shares up to a maximum of 10% of the issued share capital of the Company as at the date of the Repurchase Resolution

• “Repurchase Resolution”

the proposed Ordinary Resolution as referred to in resolution no. 4(A) of the notice of the Annual General Meeting

• “SFO”

• Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong), as amended, supplemented or otherwise modified from time to time

• “Share(s)”

• share(s) of HK$0.01 each in the share capital of the Company

• “Shareholders” shareholders of the Company

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DEFINITIONS

“Special Resolution”	a resolution passed at a general meeting of the
	Company by a majority of not less than three-fourths
	of the votes cast, as provided by the Articles
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“Takeovers Code”	the Hong Kong Code on Takeovers and Mergers
“HK$”	Hong Kong dollars, the lawful currency of Hong Kong

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LETTER FROM THE BOARD

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Executive Directors:

Mr. Ng Man Chan (Chairman) Ms. Li Mi Lai Mr. Chan Fuk Wah

Non-Executive Director:

Mr. Tong Hing Chi

Registered office:

P.O. Box 2681 GT Century Yard, Cricket Square Hutchins Drive George Town Grand Cayman British West Indies

Independent Non-Executive Directors:

Mr. Lee Man Kwong

Mr. Leung Siu Cheung

Principal place of business:

9th and 10th Floors Fook Hing Factory Building 33 Lee Chung Street Chai Wan, Hong Kong

30th July, 2004

To Shareholders

Dear Sir or Madam,

PROPOSALS INVOLVING

(1) AMENDMENTS TO THE ARTICLES OF ASSOCIATION OF THE COMPANY;

(2) GENERAL MANDATES TO REPURCHASE SHARES AND TO ISSUE SHARES; AND (3) RE-ELECTION OF DIRECTORS

This circular is intended to provide information which is reasonably necessary for you to make an informed decision as to whether to vote for or against certain resolutions to be proposed as at the Annual General Meeting in relation to the followings subjects, namely:–

• the Proposed Constitutive Changes;

• the General Mandates; and

• the re-election of Directors,

and to seek your approvals to the said resolutions.

* For identification only

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LETTER FROM THE BOARD

BACKGROUND

(a) Proposed Constitutive Changes

To enhance the corporate governance standards of the listed issuers in Hong Kong, various amendments have been made to the Listing Rules by the Stock Exchange. The revised Listing Rules took effect, subject to certain transitional arrangements, on 31st March, 2004. The Board therefore proposes to amend the Company’s constitutive documents, by way of a Special Resolution, to align and in compliance with the standards required by the revised Listing Rules. To facilitate your understanding on the Proposed Constitutive Changes, we summarise below the main changes to the Articles in light of the revised Listing Rules:–

• (i) the minimum seven-day period for lodgment of the notice to nominate a director shall commence no earlier than the day after the despatch of the notice of the meeting appointed for such election and end no later than seven days before the date of such meeting;

• (ii) directors shall abstain from voting at board meeting on any matter in which he or any of his associates has a material interest and shall not be counted towards the quorum of the relevant board meeting; and

• (iii) where any shareholder is required to abstain from voting on any particular resolution or restricted to voting only for or only against any particular resolution, any votes cast by or on behalf of such shareholder in contravention of such requirement or restriction shall not be counted.

(b) The General Mandates

At the annual general meeting of the Company held on 22nd August, 2003, resolutions were passed by the then Shareholders giving General Mandates to the Directors to issue and allot shares of the Company and to exercise the powers of the Company to repurchase its own shares. These General Mandates will lapse at the conclusion of the forthcoming Annual General Meeting of the Company to be convened on 26th August, 2004. Resolutions will therefore be proposed by the Directors to you at the Annual General Meeting to renew the grant of these General Mandates.

1. General Mandate to Issue Shares

At the Annual General Meeting, Ordinary Resolution will be proposed to seek your approval to grant to the Directors a general mandate to allot, issue and deal with shares of the Company representing up to 20% of the aggregate nominal value of the Company’s issued share capital as at the date of the passing of the Issue Resolution. In addition, another Ordinary Resolution will be proposed to authorise the extension of the Issue Mandates, which would increase the limit of the Issue Mandates by adding to it the number of shares repurchased by the Company under the Repurchase Mandate.

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LETTER FROM THE BOARD

2. General Mandate to Repurchase Shares

Ordinary Resolution will be proposed at the Annual General Meeting to give a general mandate to the Directors to exercise the powers of the Company to repurchase shares of the Company up to a maximum of 10% of the aggregate nominal value of the Company’s issued share capital as at the date of the passing of the Repurchase Resolution.

The Repurchase Mandate and the Issue Mandates, if approved, would continue in force until the next annual general meeting of the Company or the expiration of the period within which the next annual general meeting of the Company is required by any applicable laws of the Cayman Islands or the Articles to be held or until the Repurchase Mandate and/or the Issue Mandates is/are revoked or varied by an Ordinary Resolution of the Shareholders in general meeting, whichever is the earliest.

An explanatory statement required to be sent to you in compliance of the requirements under the Listing Rules is contained in the Appendix hereto.

(c) Re-election of Directors

As at the Latest Practicable Date, the Directors of the Company were:

Executive directors:

Mr. NG Man Chan (Chairman) Ms. LI Mi Lai Mr. CHAN Fuk Wah

Non-Executive director:

Mr. TONG Hing Chi

Independent non-executive directors:

Mr. LEE Man Kwong Mr. LEUNG Siu Cheung

In accordance with article 87 of the Company’s articles of association, Messrs. Chan Fuk Wah and Lee Man Kwong will retire by rotation at the forthcoming Annual General Meeting and, being eligible, offers themselves for re-election. All other directors continue to remain in office.

Biographical information of directors proposed to be re-elected at the forthcoming Annual General Meeting is set out on page 12 of this circular.

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LETTER FROM THE BOARD

ANNUAL GENERAL MEETING

A notice convening the Annual General Meeting for the purpose of considering and, if thought fit, passing the resolutions relating to the proposals as mentioned herein is set out in the annual report of the Company for the financial year ended 31st March 2004. If you do not intend to attend the Annual General Meeting, you are requested to complete the accompanying form of proxy and return it to the Company’s branch share registrar and transfer office in Hong Kong, Abacus Share Registrars Limited at Ground Floor, Bank of East Asia Harbour View Centre, 56 Gloucester Road, Wanchai, Hong Kong in accordance with the instructions printed thereon not less than 48 hours before the time appointed for holding the Annual General Meeting. Completion and return of the proxy form will not prevent you from attending and voting at the Annual General Meeting.

RECOMMENDATION

The Directors believe that the proposed amendments to the Memorandum and Articles, the granting of Repurchase Mandate and Issue Mandates, re-election of retiring directors, and all other resolutions set out in the notice of Annual General Meeting are in the best interests of the Company and its Shareholders. Accordingly, the Directors recommend that all Shareholders should vote in favour of each of the Ordinary Resolutions and the Special Resolution to be proposed at the Annual General Meeting.

Yours faithfully,

For and on behalf of the Board of New Spring Holdings Limited NG MAN CHAN

Chairman

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EXPLANATORY STATEMENT

APPENDIX I

This appendix serves as an explanatory statement, as required by the Listing Rules, to provide requisite information to you for your consideration of the Repurchase Mandate.

The Company is empowered by its memorandum and Articles to repurchase its own shares. Further, the rules on share repurchase permit companies whose primary listings are on the Stock Exchange to repurchase their fully paid up securities on the Stock Exchange subject to certain restrictions, the more important of which are summarised below.

SHARE REPURCHASE

(a) Source of funds

Repurchase must be made out of funds which are legally available for the purpose and in accordance with the company’s memorandum and Articles and the laws of the Cayman Islands in which the company is incorporated or otherwise established.

(b) Maximum number of securities to be repurchased and subsequent issues

The total number of shares which a company is authorised to repurchase on the Stock Exchange are shares which represent up to a maximum of 10% of the issued share capital of a company at the date of passing of the resolution granting the general mandate.

SHARE CAPITAL

As at the Latest Practicable Date, the issued share capital of the Company comprised 180,000,000 Shares of HK$0.01 each in the capital of the Company.

Subject to the passing of the resolution by the Shareholders approving the grant of the Repurchase Mandate at the Annual General Meeting and on the basis that no further Shares will be issued or repurchased prior to the Annual General Meeting, the Company would be allowed under the Repurchase Mandate to repurchase a maximum of 18,000,000 Shares.

REASONS FOR REPURCHASE

Repurchase of Shares will only be made when the Directors believe that such a repurchase will benefit the Company and the Shareholders. Such repurchases may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net assets of the Company and/or its earnings per Share.

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EXPLANATORY STATEMENT

APPENDIX I

SHARE PRICES

The highest and lowest closing prices at which the Shares were traded on the Stock Exchange during each of the previous 12 months before the Latest Practicable Date were as follows:

	Share	price
	Highest	Lowest
	HK$	HK$
2003
July	0.86	0.82
August	0.86	0.70
September	0.78	0.70
October	0.75	0.70
November	0.78	0.72
December	0.74	0.65
2004
January	0.78	0.64
February	1.06	0.70
March	1.05	0.93
April	0.93	0.85
May	0.95	0.85
June	0.93	0.82
July (up to the Latest Practicable Date)	0.85	0.70

UNDERTAKING

The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they will exercise the powers of the Company to make repurchases pursuant to the Repurchase Mandate and in accordance with the Listing Rules and the applicable laws of the Cayman Islands.

TAKEOVERS CODE AND PUBLIC FLOAT

If a Shareholder’s proportionate interest in the voting rights of the Company increases on the Company exercising its powers to repurchase securities pursuant to the Repurchase Mandate, such increase will be treated as an acquisition for the purpose of Rule 32 of the Takeovers Code. As a result, a Shareholder or group of Shareholders acting in concert could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rules 26 and 32 of the Takeovers Code. A waiver of this provision would not normally be given except in extraordinary circumstances.

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EXPLANATORY STATEMENT

APPENDIX I

Assuming that the Substantial Shareholders (as defined in the Listing Rules) of the Company as at the Latest Practicable Date do not dispose of its Shares and the Repurchase Mandate were being exercised in full, the percentage shareholdings of the Substantial Shareholders of the Company before and after such repurchase would be as follows:

Substantial Shareholders Fortune Gold Developments Limited (Note 1) Airsirco Profits Limited (Note 2)	Before repurchase Approximate number of Percentage of shares shareholdings 95,000,000 52.78% 22,850,000 12.69%	After repurchase
		Approximate number of Percentage of shares shareholdings 95,000,000 58.64% 22,850,000 14.10%

Notes:

1. Fortune Gold Development Limited is legally and beneficially owned as to 100% by Mr. Ng Man Chan.

2. Airsirco Profits Limited is legally and beneficially owned as to 100% by Mr. Li Kuo Lim.

Based on the shareholding of Substantial Shareholders of the Company named above and in the event the Directors exercised in full the power to repurchase Shares pursuant to the Repurchase Mandate, the increases in shareholding by the respective substantial shareholders would not give rise to an obligation to make a mandatory offer under Rule 26 of the Takeover Code. Further, the Directors have no present intention to exercise the power to repurchase Shares pursuant to the Repurchase Mandate to such extent which would otherwise result in the number of shares being held by the public falling below the relevant minimum prescribed percentage of the Company as required by the Stock Exchange, which is currently 25% of the entire issued share capital of the Company.

OTHERS

• (i) As at the Latest Practicable Date, none of the Directors nor, to the best of their respective knowledge and belief and having made all reasonable enquiries, their associates (as defined under the Listing Rules), have any present intention, if the Repurchase Resolution is approved by the Shareholders and is subsequently exercised, to sell any Shares to the Company or any of its subsidiaries under the Repurchase Mandate.

• (ii) As at the Latest Practicable Date, no connected person (as defined in the Listing Rules) of the Company has notified the Company that he/she/it has a present intention to sell any Shares or has any such connected person undertaken not to sell any of his/her/its Shares to the Company in the event that the Repurchase Resolution is approved by the Shareholders.

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EXPLANATORY STATEMENT

APPENDIX I

• (iii) In the event that the power to repurchase Shares pursuant to the Repurchase Mandate was to be carried out in full at any time during the proposed purchase period, it could potentially have a material adverse impact on the working capital and gearing position of the Company as compared with the position disclosed in its most recent published audited accounts for the period ended 31st March, 2004.

The Directors do not, however, propose to exercise the power to repurchase Shares pursuant to the Repurchase Mandate to such extent as would, in the circumstances, have a material adverse effect on the working capital of the Company or the gearing levels which in the opinion of the Directors are from time to time appropriate for the Company.

SHARE REPURCHASE MADE BY THE COMPANY

The Company had not purchased any of the Shares (whether on the Stock Exchange or otherwise) in the six months preceding the Latest Practicable Date.

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DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED AT ANNUAL GENERAL MEETING

APPENDIX II

Stated below are the details of the following directors who will retire and offer themselves for re-election at the Annual General Meeting according to the Articles of the Company:

(1) CHAN FUK WAH, AGED 41, AN EXECUTIVE DIRECTOR

Mr. CHAN Fuk Wah , aged 41, is the sales director of the Group and is responsible for marketing strategies and overall management of the Group’s sales activities. Mr. Chan has over 15 years of experience in sales and marketing. Prior to joining the Group in 1992, Mr. Chan was the sales manager of a film and artwork company.

Mr. Chan does not have any relationship with any other Directors, Senior Management or substantial shareholders of the Company.

As at the Latest Practicable Date, Mr. Chan was not interested or deemed to be interested in any Shares or underlying Shares within the meaning of Part XV of the SFO.

There is no service contract between the Company and Mr. Chan. His emoluments are determined by reference to the Company’s performance.

(2) LEE MAN KWONG, AGED 50, A NON-EXECUTIVE DIRECTOR

Mr. LEE Man Kwong , aged 50, is an independent non-executive director of the Company. He has been practising as a solicitor in Hong Kong for over 17 years and is a partner in Messrs. Chan, Lau & Wai. He is also a solicitor qualified in England and Wales and in Singapore.

Mr. Lee does not have any relationship with any other Directors, Senior Management or substantial shareholders of the Company.

As at the Latest Practicable Date, Mr. Lee was not interested or deemed to be interested in any Shares or underlying Shares within the meaning of Part XV of the SFO.

There is no service contract between the Company and Mr. Lee. The annual total emoluments of Mr. Lee is HK$60,000 by reference to the Company’s standard scale of emoluments for non-executive directors.

There is no other matters in relation to the above directors proposed to be re-elected that need to be brought to the attention of the Shareholders of the Company.

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