Uni-Bio Science Group Limited - AGM Information 2007

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 your stockbroker or other licensed securities dealer, bank, bank manager, solicitor, professional accountant or other professional advisers.

If you have sold or transferred all your shares in Uni-Bio Science Group Limited , you should at once hand this circular and the accompanying form of proxy to the purchaser(s) or the transferee(s) or to the bank, stockbroker, licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser(s) or the transferee(s).

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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(incorporated in the Cayman Islands with limited liability)

(stock code: 690)

PROPOSALS FOR INCREASE IN AUTHORISED SHARE CAPITAL ISSUE OF BONUS SHARES GRANT OF GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES RE-ELECTION OF DIRECTORS AND

NOTICE OF ANNUAL GENERAL MEETING

A notice convening the annual general meeting of the Company to be held at Room 2302, 23rd Floor, Lippo Centre Tower II, 89 Queensway, Admiralty, Hong Kong at 11:00 a.m. on Monday, 6 August 2007 is set out on pages 16 to 21 of this circular.

Whether or not you intend to attend the annual general meeting of the Company, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and deposit the same with the Company’s Hong Kong branch share registrar and transfer office, Abacus Share Registrars Limited, at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding the annual general meeting or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the annual general meeting or any adjournment thereof should you so wish.

* For identification purpose only

10 July 2007

		Page
Expected timetable. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		ii
Responsibility statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		iii
Definitions	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from	the Board
1.	Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
2.	Increase in authorised share capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
3.	Bonus Issue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
4.	Grant of Issue Mandate, Repurchase Mandate and Extension Mandate . . . . . . . . . . . .	7
5.	Re-election of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
6.	Actions to be taken . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
7.	Recommendations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
8.	General . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
9.	Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
Appendix I	– Procedure for demanding a poll at the Annual General Meeting . . . . . . . . . .	10
Appendix II	– Explanatory Statement on the Repurchase Mandate. . . . . . . . . . . . . . . . . . . . .	11
Appendix III – Details of the Directors proposed to be re-elected
	at the Annual General Meeting. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	14
Notice of Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		16

EXPECTED TIMETABLE

2007

Latest day of dealings in Shares cum-entitlements

to the final dividend for the financial year ended

31 March 2007 and the Bonus Issue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Friday, 27 July

First day of dealing in Shares ex-entitlements

to the final dividend for the financial year ended

31 March 2007 and the Bonus Issue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Monday, 30 July

Latest time for lodging transfers for entitlements

to the final dividend for the financial year ended

31 March 2007 and the Bonus Issue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4:30 p.m. on Tuesday, 31 July

Book close period

Book close period From Wednesday, 1 August (both days inclusive) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . to Monday, 6 August

Record Date for determining of entitlements to the final dividend for the financial year ended 31 March 2007 and the Bonus Issue and

right to attend and vote at the Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . Monday, 6 August

Register re-opens . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Tuesday, 7 August Latest time for lodging forms of proxy for the 11:00 a.m. on Saturday, Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 August

Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11:00 a.m. on Monday, 6 August

Despatch of dividend cheques and certificates

for Bonus Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Monday, 13 August First date of dealing in Bonus Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . On or about Wednesday, 15 August

Note:

All times in this circular refer to Hong Kong time.

RESPONSIBILITY STATEMENT

This circular includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Group. The Directors collectively and individually accept full responsibility for the accuracy of the information contained in this circular and confirm, having made all reasonable enquiries, that to the best of their knowledge and belief, there are no other facts the omission of which would make any statement herein misleading.

iii

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 convened and held at Room 2302, 23rd Floor, Lippo Centre Tower II, 89 Queensway, Admiralty, Hong Kong at 11:00 a.m. on Monday, 6 August 2007, the notice of which is set out on pages 16 to 21 of this circular, and any adjournment thereof

“Articles of Association”

the articles of association of the Company, as amended from time to time

“associates” has the meaning ascribed to it under the Listing Rules
“Automatic Result”
Automatic Result Limited, a company incorporated in the British Virgin Islands with limited liability, which is solely and beneficially owned by Mr Tong Kit Shing and of which Mr Liu Guoyao is the sole director. Both of Mr Tong and Mr Liu are executive Directors

“Board”

the board of Directors

“Bonus Issue” issue of Bonus Shares
“Bonus Shares”

the Shares proposed to be issued by way of bonus on the terms set out in this document

“CCASS”
the Central Clearing and Settlement System established and operated by HKSCC
“Company” Uni-Bio Science Group Limited, an exempt company incorporated in the Cayman Islands and whose Shares are listed on the Main Board of the Stock Exchange
“Companies Law”

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

“connected person” has the meaning ascribed to it under the Listing Rules
“Director(s)” director(s) of the Company
“Extension Mandate”
a general and unconditional mandate proposed to be granted to the Directors to the effect that any Shares repurchased under the Repurchase Mandate will be added to the total number of Shares which may be allotted and issued under the Issue Mandate

DEFINITIONS

“Group”

the Company and its subsidiaries

“HKSCC”

Hong Kong Securities Clearing Company Limited

“Hong Kong”

the Hong Kong Special Administrative Region of the PRC

“Issue Mandate” a general and unconditional mandate proposed to be granted to the Directors to exercise the power of the Company to allot, issue or otherwise deal with additional Shares up to a maximum of 20% of the aggregate nominal amount of the share capital of the Company in issue as at the date of passing of the relevant resolution at the Annual General Meeting
“Last AGM” the annual general meeting of the Company held on 22 September 2006
“Latest Practicable Date” 6 July 2007, being the latest practicable date prior to the printing of this circular for ascertaining certain information herein
“Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange
“Overseas Shareholder(s)” Shareholder(s) whose name(s) appear(s) on the Register as at the close of business on the Record Date and whose address(es) as shown in the Register on that date is(are) outside Hong Kong and in respect of whom the Directors, based on legal opinions, consider the exclusion from the Bonus Issue to be necessary or expedient on account either of the legal restrictions under the law of the relevant place or the requirements of the relevant regulatory body or stock exchange in that place.
“PRC” The People’s Republic of China, excluding Hong Kong, the Macau Special Administrative Region of the PRC and Taiwan
“Record Date” 6 August 2007, being the date for determination of entitlement to the final dividend for the financial year ended 31 March 2007, the Bonus Shares, and the right to attend and vote at the Annual General Meeting
“Register” the register of members of the Company maintained by the Registrar in Hong Kong
“Registrar”

the Hong Kong branch share registrar and transfer office of the Company, Abacus Share Registrars Limited, at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong

DEFINITIONS

“Repurchase Mandate” a general and unconditional mandate proposed to be granted to the Directors to enable them to repurchase Shares, the aggregate nominal amount of which shall not exceed 10% of the aggregate nominal amount of the share capital of the Company in issue as at the date of passing of the relevant resolution at the Annual General Meeting “SFO” the Securities and Futures Ordinance, Chapter 571 of the Laws of Hong Kong “Share(s)” ordinary share(s) of nominal value of HK$0.10 each in the share capital of the Company “Shareholder(s)” holder(s) of Share(s) “Stock Exchange” The Stock Exchange of Hong Kong Limited “Takeovers Code” The Hong Kong Code on Takeovers and Mergers “HK$” Hong Kong dollars, the lawful currency of Hong Kong “%” per cent.

LETTER FROM THE BOARD

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(incorporated in the Cayman Islands with limited liability)

(stock code: 690)

Executive Directors: Mr Tong Kit Shing (Chairman) Mr Liu Guoyao Mr Cheng Wai Man

Independent non-executive Directors: Mr Zhou Yao Ming Mr Lin Jian Mr So Yin Wai

Registered office: Cricket Square Hutchins Drive P.O. Box 2681 Grand Cayman KY1-1111 Cayman Islands

Head office and principal place of business in Hong Kong: Room 2302, 23rd Floor Lippo Centre Tower II 89 Queensway, Admiralty Hong Kong

10 July 2007

To the Shareholders and, for information purpose only, holders of options and warrants granted/issued by the Company

Dear Sir or Madam,

PROPOSALS FOR INCREASE IN AUTHORISED SHARE CAPITAL ISSUE OF BONUS SHARES GRANT OF GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES AND RE-ELECTION OF DIRECTORS

1. INTRODUCTION

The primary purpose of this circular is to provide you with information in respect of the resolutions to be proposed at the Annual General Meeting and to give you notice of the Annual General Meeting. Resolutions to be proposed at the Annual General Meeting include, in addition to the ordinary business, ordinary resolutions relating to:

(i) the proposed increase in the authorised share capital of the Company;
For identification purpose only

LETTER FROM THE BOARD

(ii) the proposed Bonus Issue; and
(iii) the proposed grant of the Issue Mandate, the Repurchase Mandate and the Extension Mandate.

2. INCREASE IN AUTHORISED SHARE CAPITAL OF THE COMPANY

In contemplation of the Bonus Issue to be proposed at the Annual General Meeting and in order to provide for flexibility to accommodate future expansion and growth of the Group, the Company proposes to seek the approval of the Shareholders of increasing its authorised share capital from HK$200,000,000 to HK$5,000,000,000 by the creation of an additional 48,000,000,000 new Shares.

3. BONUS ISSUE

Basis of the Bonus Issue

In conjunction with the announcement of the Company dated 29 June 2007 of the audited results of the Company and its subsidiaries for the financial year ended 31 March 2007, the Directors recommended, among others, to make a bonus issue of Shares, credited as fully paid, by way of capitalisation of part of the Company’s share premium account, on the basis of six Bonus Shares for every one existing Share held by the Shareholders whose name appear on the Register on the Record Date.

Status of the Bonus Shares

The Bonus Shares will, subject to the Memorandum of Association and the Articles of Association, rank pari passu in all respects with the Shares from their date of issue except that they will not rank for any dividend declared or recommended by the Company in respect of the financial year ended 31 March 2007.

Fractions of the Bonus Shares

Fractional entitlements to the Bonus Shares will not be allotted to Shareholders and will be aggregated and sold for the benefit of the Company.

Effect to the shareholding on the Bonus Issue

The existing authorised share capital of the Company is HK$200,000,000 divided into 2,000,000,000 Shares. As at the Latest Practicable Date, the number of Shares in issue was 1,068,000,000 Shares. On this basis and assuming there is no issue or repurchase of Shares prior to the Record Date, a total of 6,408,000,000 Bonus Shares will be issued under the Bonus Issue and the amount of HK$640,800,000, being part of the Company’s share premium account, will be capitalised and applied in paying up in full of the 6,408,000,000 Bonus Shares. After completion of the Bonus Issue, there will be a total of 7,476,000,000 Shares in the enlarged issued share capital of the Company. The Bonus Shares representing (i) 600% of the existing issued share capital of the Company and (ii) approximately 85.71% of the issued share capital of the Company as enlarged by the Bonus Shares.

LETTER FROM THE BOARD

Conditions of the Bonus Issue

The Bonus Issue is conditional upon (i) the passing at the Annual General Meeting of the ordinary resolution to approve the Bonus Issue and (ii) the Listing Committee of the Stock Exchange granting listing of and permission to deal in the Shares to be issued under the Bonus Issue.

Closure of register of members

The Register will be closed from Wednesday, 1 August 2007 to Monday, 6 August 2007 (both days inclusive) in order to determine entitlements of Shareholders to the final dividend proposed by the Directors for the financial year ended 31 March 2007 and the Bonus Issue, as well as the right to attend and vote at the Annual General Meeting.

In order to qualify for the proposed final dividend and the Bonus Issue, all transfers accompanied by the relevant share certificates must be lodged with the Registrar, Abacus Share Registrars Limited, at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong not later than 4:30 p.m. on Tuesday, 31 July 2007.

Trading arrangements

Application will be made to the Listing Committee of the Stock Exchange for the Listing of and permission to deal in the Bonus Shares. Subject to (i) the granting of the listing of and permission to deal on the Stock Exchange and (ii) the compliance with the stock admission requirements of HKSCC, the Bonus Shares will be accepted as eligible securities by HKSCC for deposit, clearance and settlement in CCASS with effect from the date on which dealings in the Bonus Shares commence on the Stock Exchange or such other date as shall be determined by HKSCC. All activities under CCASS are subject to the General Rules of CCASS and CCASS Operational Procedures in effect from time to time.

Settlement of transactions between members of the Stock Exchange on any trading day is required to take place in CCASS on the second trading day thereafter.

The Bonus Shares will be traded in board lots of 2,000 each. It is expected that certificates for the Bonus Shares will be posted to Shareholders on Monday, 13 August, 2007 at their own risk and the first date of dealing in the Bonus Shares will be on or about Wednesday, 15 August 2007.

The Shares are not listed or dealt in on any stock exchange other than the Stock Exchange. The Directors do not intend to apply for listing of and permission to deal in the Bonus Shares on any stock exchange other than the Stock Exchange.

Stamp duty in Hong Kong will be payable in respect of dealings in the Bonus Shares.

Shareholders resident outside Hong Kong

As at the Latest Practicable Date and based on information provided by the Registrar to the Company, none of the Shareholders as recorded on the Register had address(es) which is/are outside Hong Kong.

LETTER FROM THE BOARD

If, as at the close of business on the Record Date, a Shareholder’s address as recorded on the Register is in a place outside Hong Kong, the Shareholder may not be eligible to participate in the Bonus Issue. If necessary, the Board will make enquiries as to whether the Bonus Issue to the Overseas Shareholder(s) may contravene the applicable securities legislation of the relevant overseas places or the requirements of the relevant regulatory body or stock exchange. If, after making such enquiry, the Board is of the opinion that it would be necessary or expedient, on account either of the legal restrictions under the laws of the relevant place or any requirement of the relevant regulatory body or stock exchange in that place, not to offer to such Overseas Shareholder(s), no issue of the Bonus Shares will be made to such Overseas Shareholders. Such Overseas Shareholder(s) receiving a copy of this circular outside Hong Kong may not treat the same as an invitation to participate in the Bonus Issue unless such invitation could lawfully be made to such Overseas Shareholder(s) without having to comply with any registration or other legal requirements in the relevant territory. In the circumstances, such Overseas Shareholder(s) will not be permitted to participate in the Bonus Issue and the benefit thereof will accrue to the Company.

4. GRANT OF ISSUE MANDATE, REPURCHASE MANDATE AND EXTENSION MANDATE

Pursuant to the resolutions passed by the independent Shareholders at the extraordinary general meeting of the Company held on 1 February 2007, the Directors were granted (a) a general unconditional mandate to allot, issue and deal with Shares not exceeding 20% of the aggregate nominal amount of the share capital of the Company in issue at the time of passing of the relevant resolution and the approval to extend such general unconditional mandate to the Shares that are allowed to be repurchased by the Company pursuant to the general mandate granted to the Directors at the Last AGM (by an aggregate nominal amount not exceeding 10% of the aggregate nominal amount of the share capital of the Company in issue at the time of passing of the relevant resolution by the Shareholders at the Last AGM).

The above general mandates will expire at the conclusion of the Annual General Meeting. At the Annual General Meeting, the following resolutions, among other matters, will be proposed:

(a) to grant the Issue Mandate to the Directors to exercise the powers of the Company to allot, issue or otherwise deal with additional Shares up to a maximum of 20% of the aggregate nominal amount of the share capital of the Company in issue on the date of passing of such resolution;
(b) to grant the Repurchase Mandate to the Directors to enable them to repurchase Shares on the Stock Exchange up to a maximum of 10% of the aggregate nominal amount of the share capital of the Company in issue on the date of passing of such resolution; and
(c) to grant the Extension Mandate to the Directors to increase the total number of Shares which may be allotted and issued under the Issue Mandate by an additional number representing such number of Shares repurchased under the Repurchase Mandate.

The Issue Mandate and the Repurchase Mandate will expire at the earliest of: (a) the conclusion of the annual general meeting of the Company next following the Annual General Meeting; (b) the date by which the next annual general meeting is required by the Articles of Association or the applicable laws of the Cayman Islands to be held; or (c) when the authority given to the Directors thereunder is revoked or

LETTER FROM THE BOARD

varied by ordinary resolution(s) of the Shareholders in a general meeting prior to the next annual general meeting of the Company.

The Directors wish to state that they have no immediate plans to allot and issue any new Shares (other than such Shares which may fall to be allotted and issued upon exercise of any options which may be granted under the existing share option scheme of the Company) pursuant to the Issue Mandate (as extended by the Extension Mandate) or to repurchase any existing Shares pursuant to the Repurchase Mandate.

The Directors are of the view that:

(i) the grant of the Issue Mandate (as extended by the Extension Mandate) will provide the flexibility to the Company to take advantage of market conditions to raise additional capital for the Company as and when the opportunity arises; and
(ii) the grant of the Repurchase Mandate may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net asset value per Share and/or earnings per Share. The Repurchase Mandate will only be exercised when the Directors believe that repurchases of Shares will benefit the Company and the Shareholders.

Under the Listing Rules, the Company is required to give the Shareholders all information which is reasonably necessary to enable the Shareholders to make an informed decision as to whether to vote for or against the resolution in respect of the Repurchase Mandate at the Annual General Meeting. An explanatory statement for such purpose is set out in Appendix II to this circular.

5. RE-ELECTION OF DIRECTORS

According to Article 87(1) of the Articles of Association, at each annual general meeting, onethird of the Directors for the time being, or if their number is not three or a multiple of three, then the number nearest to but not less than one-third, shall retire from office by rotation provided that every Director, including those appointed for a specific term, shall be subject to retirement by rotation at least once every three years.

According to Article 87(2) of the Articles of Association, a retiring Director shall be eligible for re-election. The Directors to retire by rotation shall include (so far as necessary to obtain the number required) any Director who wishes to retire and not to offer himself for re-election. Any further Directors so to retire shall be those who have been longest in office since their last re-election or appointment and so that as between persons who became or were last re-elected Directors on the same day, those to retire shall (unless they otherwise agree among themselves) be determined by lot.

Pursuant to Articles 87(1) and 87(2) of the Articles of Association, Mr Cheng Wai Man and Mr Zhou Yao Ming will retire and, being eligible, offer themselves for re-election at the Annual General Meeting.

Biographical information of each of Mr Cheng Wai Man and Mr Zhou Yao Ming, who are proposed to be re-elected at the Annual General Meeting, is set out in Appendix III to this circular.

LETTER FROM THE BOARD

6. ACTIONS TO BE TAKEN

Set out on pages 16 to 21 of this circular is a notice convening the Annual General Meeting at which resolutions will be proposed to approve, among other matters, the following:

(a) the proposed increase in authorised share capital of the Company;
(b) the proposed Bonus Issue;
(c) the proposed grant of the Issue Mandate, the Repurchase Mandate and the Extension Mandate; and
(d) the re-election of Directors.

A form of proxy for use at the Annual General Meeting is enclosed with this circular. You are requested to complete and return the accompanying form of proxy in accordance with the instructions printed thereon to the Registrar, Abacus Share Registrars Limited, at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong as soon as possible and in any event not less than 48 hours before the time of the Annual General Meeting or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the Annual General Meeting or any adjournment thereof should you so wish.

7. RECOMMENDATIONS

The Board considers that the ordinary resolutions to be proposed at the Annual General Meeting are in the best interests of the Company and the Shareholders as a whole and recommends the Shareholders to vote in favour of such resolutions at the Annual General Meeting.

8. GENERAL

Your attention is drawn to the additional information set out in the Appendices to this circular.

9. MISCELLANEOUS

The English text of this circular shall prevail over the Chinese text for the purpose of interpretation.

Yours faithfully, By order of the Board Uni-Bio Science Group Limited Tong Kit Shing Chairman

PROCEDURES FOR DEMANDING A POLL AT THE ANNUAL GENERAL MEETING

APPENDIX I

Article 66 of the Articles of Association sets out the following procedure by which Shareholders may demand a poll.

At any general meeting, a resolution put to the vote of the meeting shall be decided on a show of hands unless voting by way of a poll is required by the Listing Rules or (before or on the declaration of the result of the show of hands or on the withdrawal of any other demand for a poll) a poll is duly demanded. A poll may be demanded by:

(i) the chairman of the meeting; or
(ii) at least three members present in person or in the case of a member being a corporation by its duly authorised representative or by proxy for the time being entitled to vote at the meeting; or
(iii) any member or members present in person or in the case of a member being a corporation by its duly authorised representative or by proxy and representing not less than one-tenth of the total voting rights of all the members having the right to vote at the meeting; or
(iv) a member or members present in person or in the case of a member being a corporation by its duly authorised representative or by proxy and holding shares in the Company conferring a right to vote at the meeting being shares on which an aggregate sum has been paid up equal to not less than one-tenth of the total sum paid up on all the shares conferring that right; or
(v) if required by the Listing Rules, by any Director or Directors who, individually or collectively, hold proxies in respect of Shares representing five per cent. (5%) or more of the total voting rights at such meeting.

EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE

APPENDIX II

This Appendix serves as an explanatory statement, as required by the Listing Rules, to provide the Shareholders with all the information reasonably necessary to enable them to make an informed decision on whether to vote for or against the ordinary resolution to approve the grant of the Repurchase Mandate to the Directors.

1. LISTING RULES RELATING TO THE REPURCHASE OF SHARES

The Listing Rules permit companies whose primary listings are on the Stock Exchange to repurchase their securities on the Stock Exchange and any other stock exchange on which securities of the company are listed and such exchange is recognized by the Securities and Futures Commission of Hong Kong subject to certain restrictions. Among such restrictions, the Listing Rules provide that the shares of such company must be fully paid up and all repurchases of shares by such company must be approved in advance by an ordinary resolution of shareholders, either by way of a general mandate or by specific approval of a particular transaction.

2. SHARE CAPITAL

As at the Latest Practicable Date, there were a total of 1,068,000,000 Shares in issue.

Subject to the passing of the proposed resolution granting the Repurchase Mandate and on the basis that no further Shares are issued or repurchased prior to the Annual General Meeting, the Company will be allowed under the Repurchase Mandate to repurchase a maximum of 106,800,000 Shares, representing 10% of the aggregate nominal value of the issued share capital of the Company as at the Latest Practicable Date.

3. REASONS FOR REPURCHASES

The Directors believe that the Repurchase Mandate is in the best interests of the Company and the Shareholders as a whole. Such repurchases may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net asset value per Share and/or earnings per Share and will only be made when the Directors believe that such repurchases will benefit the Company and the Shareholders.

4. FUNDING OF REPURCHASES

In repurchasing securities, the Company may only apply funds legally available for such purpose in accordance with its memorandum of association and the Articles of Association, the Listing Rules and the applicable laws of the Cayman Islands. A listed company may not repurchase its own securities on the Stock Exchange for a consideration other than cash or for settlement otherwise than in accordance with the trading rules of the Stock Exchange. Under the Companies Law, repurchases by the Company may only be made out of funds of the Company available for dividend or distribution or out of the proceeds of a fresh issue of Shares made for the purpose, or out of capital paid up on such Shares. Any premium payable on a purchase over the par value of the Shares to be purchased must be provided for out of funds of the Company available for dividend or distribution or out of the Company’s reserves account (including the share premium account) before the Shares are repurchased.

EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE

APPENDIX II

Taking into account the current working capital position of the Group, the Directors consider that, if the Repurchase Mandate were to be exercised in full, it might have a material adverse effect on the working capital and/or the gearing position of the Group as compared with the position as at 31 March 2007, being the date of the latest published audited financial statements of the Company. However, the Directors do not intend to make any repurchases to such an extent as would, in the circumstances, have a material adverse effect on the working capital requirements or the gearing position of the Group which in the opinion of the Directors are from time to time appropriate for the Group.

5. SHARE PRICES

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

	Highest	Lowest
	HK$	HK$
2006
July	3.0800	1.9800
August	4.4600	3.7000
September	4.0000	3.6000
October	3.8300	2.9500
November	3.9900	3.1000
December	3.9600	2.6300
2007
January	3.5000	2.5900
February	3.1500	3.2000
March	2.8500	2.6900
April	2.9800	2.6900
May	3.5800	2.5400
June	6.2000	3.5500
July (up to the Latest Practicable Date)	6.4500	5.9000

6. UNDERTAKING

The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they will exercise the power of the Company to make repurchases under the Repurchase Mandate in accordance with the Listing Rules and the applicable laws of the Cayman Islands and in accordance with the regulations set out in the memorandum of association of the Company and the Articles of Association.

EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE

APPENDIX II

7. CONNECTED PERSON

None of the Directors nor, to the best of their knowledge having made all reasonable enquiries, any of their associates, have any present intention to sell any Shares to the Company under the Repurchase Mandate if the same is approved by the Shareholders.

No connected person (as defined in the Listing Rules) has notified the Company that he/it has a present intention to sell Shares to the Company, or has undertaken not to do so, in the event that the Repurchase Mandate is approved by the Shareholders.

8. THE TAKEOVERS CODE AND MINIMUM PUBLIC HOLDING

If on the Company exercising the powers of repurchase pursuant to the Repurchase Mandate, a Shareholder’s proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purposes of Rule 32 of the Takeovers Code. As a result, a Shareholder or group of Shareholders acting in concert (as defined in the Takeovers Code) could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code.

As at the Latest Practicable Date, according to the register kept by the Company pursuant to section 336 of the SFO and so far as is known to, or can be ascertained after reasonable enquiry by the Directors, Automatic Result held (and Mr Tong Kit Shing and Mr Liu Guoyao each was deemed to hold) approximately 32.59% in the issued share capital of the Company. On the basis that there were 1,068,000,000 Shares in issue as at the Latest Practicable Date and assuming that there are no issue or repurchase of Shares prior to the date of the Annual General Meeting, the aggregate shareholding of Automatic Result would increase to approximately 36.21% of the issued share capital of the Company if the Repurchase Mandate were exercised in full.

On the basis of the shareholding of Automatic Result as at the Latest Practicable Date, an exercise of the Repurchase Mandate in full will result in Automatic Result becoming obliged to make a mandatory offer under Rule 26 of the Takeovers Code. Save as disclosed, the Directors are not aware of any consequence which would arise under the Takeovers Code as a result of any repurchase pursuant to the Repurchase Mandate.

The Directors have no intention to exercise the Repurchase Mandate to such an extent that will result in (i) any obligations to make a mandatory offer under the Takeovers Code or (ii) the number of Shares in public hands falling below the minimum percentage of 25% prescribed under the Listing Rules.

9. SHARE PURCHASE MADE BY THE COMPANY

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

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

The following are the particulars of the Directors, who will retire at the Annual General Meeting and who being eligible, will offer themselves for re-election at the Annual General Meeting.

CHENG Wai Man (鄭惠文 ), aged 47, has been appointed as an executive Director since 22 September 2005. Mr Cheng is responsible for the general management of the printing business of the Group. He has over four years of experience in corporate and marketing management in the printing industry, as well as experience in engaging in the trading of bio-chemical products.

Mr Cheng did not hold any directorship in any listed company in the three years preceding the Latest Practicable Date.

Other than the relationship arising from his being an executive Director, Mr Cheng does not have any relationships with any directors, senior management, substantial or controlling shareholders of the Company and did not have any interest in the Shares within the meaning of Part XV of the SFO.

Mr Cheng has entered into a service agreement with the Company for an initial term of two years commencing from 22 September 2005. Either party may at any time after the commencement of the service agreement be entitled to terminate the service agreement by giving to the other party not less than three months’ notice in writing of such termination. Except for sooner determination of the service agreement in accordance with the terms thereof, upon expiry of the initial term of the service agreement, the service agreement is renewable automatically thereafter for successive periods of one year until terminated by not less than three months’ notice in writing served by either party on the other. Mr Cheng is subject to retirement by rotation and re-election pursuant to the Articles of Association.

According to the terms of the service agreement, Mr Cheng is entitled to a director’s emolument which was determined by the Board on the basis of his working experience as well as the prevailing market conditions and comprising only a director’s fee of HK$120,000 per annum. The director’s fee is subject to review for the Board from time to time pursuant to the power given to it under the Articles of Association. For the year ended 31 March 2007, Mr Cheng received a fixed remuneration of HK$120,000 from the Company as director’s fee pursuant to his term of appointment with the Company. Except for the director’s fee, the service agreement with Mr Cheng does not provide for any bonus payments, whether fixed or discretionary in nature, or other emoluments. Mr Cheng’s annual emolument as Director for the financial year ending 31 March 2008 will be determined by the Board by reference to various factors including his qualification, experience, scope of responsibilities with the Group, the performance of the Group and the prevailing market conditions.

Save as disclosed above, there is no other matters that need to be brought to the attention of the Shareholders nor other information required to be disclosed pursuant to any of the requirements of the provisions under Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules in relation to the re-election of Mr Cheng as director of the Company.

ZHOU Yaoming (周耀明 ), aged 72, has been appointed as an independent non-executive Director since 22 September 2005. Mr Zhou graduated with the degree of Bachelor of History from the Zhongshan University, the PRC. He is currently responsible for the general administration of the Jinan University in Guangzhou, the PRC.

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

APPENDIX III

Mr Zhou is also an independent non-executive director of China Nan Feng Group Limited, a company listed on the main board of the Stock Exchange. Save as disclosed, Mr Zhou did not hold any directorship in any listed company in the three years preceding the Latest Practicable Date.

Other than the relationship arising from his being an independent non-executive Director, Mr Zhou does not have any relationships with any directors, senior management, substantial or controlling shareholders of the Company and did not have any interest in the Shares within the meaning of Part XV of the SFO.

As at the Latest Practicable Date and except for a letter of appointment from the Company confirming its appointment of Mr Zhou as an independent non-executive Director, Mr Cheng has not entered into any service contract with the Company. Mr Zhou is subject to retirement by rotation and reelection pursuant to the Articles of Association.

Mr Zhou is entitled to a director’s emolument which was determined by the Board on the basis of his working experience as well as the prevailing market conditions and comprising only a director’s fee of HK$24,000 per annum. The director’s fee is subject to review for the Board from time to time pursuant to the power given to it under the Articles of Association.

For the year ended 31 March 2007, Mr Zhou received a fixed remuneration of HK$24,000 from the Company as director’s fee pursuant to his term of appointment with the Company. Except for the director’s fee, the letter of appointment with Mr Zhou does not provide for any bonus payments, whether fixed or discretionary in nature, or other emoluments. Mr Zhou’s annual emolument as Director for the financial year ending 31 March 2008 will be determined by the Board by reference to various factors including his qualification, experience, scope of responsibilities with the Group, the performance of the Group and the prevailing market conditions.

NOTICE OF ANNUAL GENERAL MEETING

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(incorporated in the Cayman Islands with limited liability)

(stock code: 690)

NOTICE OF ANNUAL GENERAL MEETING CLOSURE OF REGISTER OF MEMBERS

NOTICE IS HEREBY GIVEN that an annual general meeting (the “ AGM ”) of Uni-Bio Science Group Limited (the “ Company ”) will be held at 11:00 a.m. on Monday, 6 August 2007 at Room 2302, 23rd Floor, Lippo Centre Tower II, 89 Queensway, Admiralty, Hong Kong, to consider and, if thought fit, transact the following ordinary businesses:

to receive and consider the audited financial statements and the reports of the directors (“ Directors ”) and auditors (“ Auditors ”) of the Company for the year ended 31 March 2007;
to declare a final dividend for the year ended 31 March 2007 of HK$1.1 cents per ordinary share of HK$0.10 in the capital of the Company payable to shareholders of the Company whose names appear on the register of members of the Company on 6 August 2007;
to re-elect retiring directors of the Company, namely, Mr Cheng Wai Man and Mr Zhou Yao Ming (each as a separate resolution) and to authorise the board of directors of the Company to fix the directors’ remuneration;
to re-appoint CCIF CPA Limited as the Company’s auditors and to authorise the board of directors of the Company to fix their remuneration;

and as special businesses, to consider and, if thought fit, pass the following resolutions as ordinary resolutions (with or without modification):

ORDINARY RESOLUTIONS

“ THAT the authorised share capital of the Company be and is hereby increased from HK$200,000,000 to HK$5,000,000,000 by the creation of an additional 48,000,000,000 ordinary shares of par value of HK$0.10 each in the capital of the Company (the “ Shares ”), such additional Shares to rank pari passu in all respects with the existing Shares.”

* For identification purpose only

NOTICE OF ANNUAL GENERAL MEETING

“ THAT conditional upon (i) the passing of resolution numbered 5 above and (ii) the Listing Committee of The Stock Exchange of Hong Kong Limited granting listing of and permission to deal in the new shares of HK$0.10 each in the capital of the Company to be issued pursuant to this resolution (the “ Bonus Shares ”), and upon the recommendation of the directors (the “ Directors ”) of the Company, an amount standing to the credit of the share premium account equal to not more than HK$640,800,000 be capitalised and the Directors be and are hereby authorised to apply such sum in paying up in full at par not more than 6,408,000,000 Bonus Shares in the capital of the Company to be allotted and credited as fully paid to and among the shareholders of the Company whose names are on the register of members on 6 August 2007 on the basis of six Bonus Shares for every one existing share of HK$0.10 each in the capital of the Company held by such shareholders on such date and that the Bonus Shares to be allotted and issued pursuant to this resolution shall rank pari passu in all respects with the existing issued shares of HK$0.10 each in the capital of the Company except that they will not be entitled to participate in any dividend declared or recommended by the Company in respect of the financial year ended 31 March 2007 and that the Directors be and are hereby authorised to deal with any fractions arising from the distribution by the sale of the Bonus Shares representing such fractions and to retain the net profits for the benefit of the Company and further that the Directors be and are hereby authorised to do all acts and things as may be necessary and expedient in connection with the issue of the Bonus Shares.”
“ THAT :
(a) subject to paragraph (c) below, pursuant to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited and all other applicable laws, the exercise by the directors (“ Directors ”) of the Company during the Relevant Period (as defined in paragraph (d) below) of all the powers of the Company to allot, issue and deal with additional Shares, and to make or grant offers, agreements and options (including warrants, bonds and debentures convertible into Shares) which would or might require the exercise of such powers be and is hereby generally and unconditionally approved;
(b) the approval in paragraph (a) above shall authorise the Directors during the Relevant Period to make or grant offers, agreements and options (including warrants, bonds and debentures convertible into Shares) which would or might require the exercise of such powers after the end of the Relevant Period;
(c) the aggregate nominal amount of the share capital of the Company allotted and issued or agreed conditionally or unconditionally to be allotted and issued (whether pursuant to an option or otherwise) by the Directors pursuant to the approval in paragraph (a) above, otherwise than pursuant to
- (i) a Rights Issue (as hereinafter defined);
- (ii) the exercise of any options granted under the share option scheme(s) of the Company adopted from time to time in accordance with the Listing Rules;

NOTICE OF ANNUAL GENERAL MEETING

(iii) any scrip dividend or similar arrangements providing for the allotment and issue of Shares in lieu of the whole or part of a dividend on Shares in accordance with the articles of association (“ Articles of Association ”) of the Company in force from time to time; or
(iv) any issue of Shares upon the exercise of rights of subscription or conversion under the terms of any warrants of the Company or any securities which are convertible into Shares;

shall not exceed the aggregate of:

(aa) 20% of the aggregate nominal amount of the share capital of the Company in issue as at the date of passing of this resolution; and
(bb) (if the Directors are so authorised by a separate ordinary resolution of the shareholders of the Company) the aggregate nominal amount of any share capital of the Company purchased by the Company subsequent to the passing of this resolution (up to a maximum equivalent to 10 per cent. of the aggregate nominal amount of the share capital of the Company in issue on the date of the passing of this resolution),

and the authority pursuant to paragraph (a) of this resolution shall be limited accordingly; and

(d) for the purpose 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, the Companies Law, Cap. 22 (Law 3 of 1961, as consolidated and revised) of the Cayman Islands or any applicable law to be held; or
(iii) the date on which such mandate granted under this resolution is revoked or varied by an ordinary resolution of the shareholders of the Company in general meeting.

“ Rights Issue ” means an offer of Shares, or offer or issue of warrants, options or other securities giving rights to subscribe for Shares open for a period fixed by the Directors to the holders of Shares or any class of Shares whose names appear on the registers of members of the Company on a fixed record date in proportion to their then holdings of such Shares as at that date (subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to fractional

NOTICE OF ANNUAL GENERAL MEETING

entitlements or having regard to any restrictions or obligations under the laws of, or the requirements of any recognised regulatory body or any stock exchange in, any territory applicable to the Company).

“ Shares ” means shares of HK$0.10 each in the share capital of the Company or, if there has been a sub-division, consolidation, re-classification or re-construction of the share capital of the Company, shares forming part of the ordinary equity share capital of the Company of such nominal amount as shall result from any such subdivision, consolidation, re-classification or re-construction. “

“ THAT :
(a) subject to paragraph (b) below, the exercise by the directors (“ Directors ”) of the Company during the Relevant Period (as defined in paragraph (c) below) of all the powers of the Company to repurchase the Shares on The Stock Exchange of Hong Kong Limited (“ Stock Exchange ”) or any other stock exchange on which Shares may be listed and recognised by the Securities and Futures Commission of Hong Kong (“ SFC ”) and the Stock Exchange for such purpose, and subject to and in accordance with the rules and regulations of the SFC, the Stock Exchange, the Companies Law, Cap. 22 (Law 3 of 1961, as consolidated and revised) of the Cayman Islands (“ Companies Law ”) and all other applicable laws as amended from time to time in this regard, be and is hereby generally and unconditionally approved;
(b) the aggregate nominal amount of Shares which may be repurchased or agreed to be repurchased by the Company pursuant to the approval in paragraph (a) above shall not exceed 10% of the aggregate nominal amount of the share capital of the Company in issue as at the date of passing of this resolution, and the said approval shall be limited accordingly; and
(c) for the purpose 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, the Companies Law or any applicable law to be held; or
(iii) the date on which such mandate granted under this resolution is revoked or varied by an ordinary resolution of the shareholders of the Company in general meeting.

NOTICE OF ANNUAL GENERAL MEETING

“ THAT conditional upon resolutions numbered 7 and 8 above being passed, the unconditional general mandate granted to the Directors to allot, issue and deal with additional shares of the Company pursuant to resolution no. 7 above be and is hereby extended by the addition thereto of an amount representing the aggregate nominal amount of the share capital of the Company repurchased by the Company under the authority granted pursuant to resolution numbered 8 above, provided that such amount shall not exceed 10% of the aggregate nominal amount of the issued share capital of the Company as at the date of passing of this resolution.”

By order of the board of Directors of Uni-Bio Science Group Limited Tong Kit Shing Chairman

Hong Kong, 10 July 2007

Registered office: Head office and principal place of business in Hong Kong: Cricket Square Room 2302, 23rd Floor Hutchins Drive Lippo Centre Tower II P. O. Box 2681 89 Queensway Grand Cayman KY1-1111 Admiralty, Hong Kong Cayman Islands

Notes:

Closure of Register of Members of the Company

In order to determine entitlements of shareholders of the Company to the final dividend proposed by the Directors for the year ended 31 March 2007 and the Bonus Issue, as well as the right to attend and vote at the AGM, the register of members of the Company will be closed from Wednesday, 1 August 2007 to Monday, 6 August 2007 (both days inclusive), during which period no transfer of the shares (the “ Shares ”) in the Company will be effected.

All transfers of Shares accompanied by the relevant share certificates must be lodged with the Company’s Hong Kong branch share registrar and transfer office (“ Registrar ”), Abacus Share Registrars Limited, at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong by no later than 4:30 p.m. on Tuesday, 31 July 2007.

Subject to the approval of the relevant resolutions by the shareholders to the Company at the AGM, the cheques for the proposed final dividend and the certificates for the Bonus Shares will be despatched on Monday, 13 August 2007

A form of proxy for use at the AGM is being despatched to the shareholders of the Company together with a copy of this AGM notice.
The instrument appointing a proxy shall be in writing under the hand of the appointor or of his attorney duly authorised in writing, or if the appointor is a corporation, either under seal or under the hand of an officer or attorney duly authorised.
Any shareholder to the Company entitled to attend and vote at the AGM shall be entitled to appoint one proxy or, if a shareholder is the holder of two or more Shares, more than one proxy to attend and vote instead of him. A proxy need not be a shareholder to the Company.

NOTICE OF ANNUAL GENERAL MEETING

To be valid, the form of proxy, together with the power of attorney or other authority (if any) under which it is signed or a certified copy of such power or authority, must be deposited at the Registrar at the above address, not less than 48 hours before the time appointed for holding the AGM or any adjournment thereof.
Completion and return of the form of proxy will not preclude a shareholder of the Company from attending and voting in person at the AGM convened or any adjourned meeting and in such event, the form of proxy will be deemed to be revoked.
Where there are joint registered holders of any Share, any one of such joint holders may vote, either personally or by proxy, in respect of such Share as if he/she were solely entitled thereto, but if more than one of such joint holders are present at the AGM personally or by proxy, that one of the said persons so present whose name stands first on the register in respect of such Share shall alone be entitled to vote in respect thereof.
In relation to resolution no. 3 above, brief biographical details of the directors to be re-elected and appointed are set out in Appendix III to the circular of the Company dated 10 July 2007.
In relation to resolutions no. 7 above, approval is being sought from the shareholders for the grant to the directors of the Company (“ Directors ”) of a general mandate to authorise the allotment and issue of Shares. The Directors have no immediate plans to issue any new Shares other than Shares which may fall to be issued under the share option scheme of the Company or any scrip dividend scheme (or similar arrangement providing for the allotment and issue of Shares in lieu of the whole or part of a dividend on Shares) which may be approved by the shareholders.
In relation to Resolution No. 8 above, the Directors wish to state that they will exercise the powers conferred thereby to purchase Shares in circumstances which they deem appropriate for the benefit of the shareholders.

As at the date of this notice, the executive Directors are Mr Tong Kit Shing (Chairman), Mr Liu Guo Yao and Mr Cheng Wai Man; the independent non-executive Directors are Mr Zhou Yao Ming, Mr Lin Jian and Mr So Yin Wai.

AI assistant

Uni-Bio Science Group Limited — AGM Information 2007

49397_rns_2007-07-09_dcc4c33d-0b83-4d26-863c-654f093e85af.pdf

PROPOSALS FOR INCREASE IN AUTHORISED SHARE CAPITAL ISSUE OF BONUS SHARES GRANT OF GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES RE-ELECTION OF DIRECTORS AND

NOTICE OF ANNUAL GENERAL MEETING

CONTENTS

Note:

RESPONSIBILITY STATEMENT

DEFINITIONS

DEFINITIONS

DEFINITIONS

PROPOSALS FOR INCREASE IN AUTHORISED SHARE CAPITAL ISSUE OF BONUS SHARES GRANT OF GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES AND RE-ELECTION OF DIRECTORS

1. INTRODUCTION

2. INCREASE IN AUTHORISED SHARE CAPITAL OF THE COMPANY

3. BONUS ISSUE

Basis of the Bonus Issue

Status of the Bonus Shares

Fractions of the Bonus Shares

Effect to the shareholding on the Bonus Issue

Conditions of the Bonus Issue

Closure of register of members

Trading arrangements

Shareholders resident outside Hong Kong

LETTER FROM THE BOARD

4. GRANT OF ISSUE MANDATE, REPURCHASE MANDATE AND EXTENSION MANDATE

5. RE-ELECTION OF DIRECTORS

6. ACTIONS TO BE TAKEN

7. RECOMMENDATIONS

8. GENERAL

9. MISCELLANEOUS

1. LISTING RULES RELATING TO THE REPURCHASE OF SHARES

2. SHARE CAPITAL

3. REASONS FOR REPURCHASES

4. FUNDING OF REPURCHASES

APPENDIX II

5. SHARE PRICES

6. UNDERTAKING

7. CONNECTED PERSON

8. THE TAKEOVERS CODE AND MINIMUM PUBLIC HOLDING

9. SHARE PURCHASE MADE BY THE COMPANY

NOTICE OF ANNUAL GENERAL MEETING CLOSURE OF REGISTER OF MEMBERS

ORDINARY RESOLUTIONS

NOTICE OF ANNUAL GENERAL MEETING

More from Uni-Bio Science Group Limited

Uni-Bio Science Group Limited AGM Information 2007