Uni-Bio Science Group Limited — AGM Information 2014

Jul 29, 2014

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 licensed securities dealer, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Uni-Bio Science Group Limited (“ Company ”), you should at once hand this circular and the accompanying form of proxy to the purchaser, 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 transferee.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited 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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(Incorporated in the Cayman Islands with limited liability)

(Stock code: 690)

GRANT OF GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES, RE-ELECTION OF DIRECTORS, CHANGE OF AUDITORS, REFRESHMENT OF THE 10% GENERAL LIMIT UNDER THE SHARE OPTION SCHEME AND NOTICE OF ANNUAL GENERAL MEETING

A notice convening the annual general meeting of the Company to be held at Room 29A, Admiralty Centre I, 18 Harcourt Road, Hong Kong at 11:00 a.m. on Friday, 29 August 2014 (“ Annual General Meeting ”) is set out on pages AGM-1 to AGM-5 of this circular.

If you do not intend to attend and vote at the Annual General Meeting in person, you are requested to complete the enclosed proxy form in accordance with the instructions printed thereon and return the same to the Company’s branch share registrar and transfer office in Hong Kong, Tricor Abacus Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong as soon as practicable but 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 proxy form will not preclude you from attending and voting in person at the Annual General Meeting or any adjournment thereof should you so wish, and in such case, the form of proxy previously submitted shall be deemed to be revoked.

30 July 2014

• For identification purpose only

CONTENTS

	Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
General mandates to issue and repurchase Shares . . . . . . . . . . . . . . . . . . .	4
Retirement and re-election of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Change of auditors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Refreshment of the 10% General Limit
under the Share Option Scheme . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Responsibility Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
Appendix I – Explanatory statement on the
Repurchase Mandate . . . . . . . . . . . . . . . . . . . . . . . . . .	I-1
Appendix II – Details of the Directors proposed to be
re-elected at the Annual General Meeting . . . . . . . . .	II-1
Notice of Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	AGM-1

– i –

DEFINITIONS

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

• “10% General Limit”

• the limit imposed under the rules of the Share Option Scheme on the total number of Shares which may be issued upon the exercise of all options to be granted under the Share Option Scheme, being 10% of the Company’s issued share capital as at the date of adoption of the Share Option Scheme and thereafter, if refreshed, shall not exceed 10% of the Shares in issue as at the date of approval of the proposed refreshment of the 10% General Mandate by the Shareholders

• “Annual General Meeting”

• the annual general meeting of the Company convened to be held at Room 29A, Admiralty Centre I, 18 Harcourt Road, Hong Kong at 11:00 a.m. on Friday, 29 August 2014 and any adjournment thereof, the notice of which is set out on pages AGM-1 to AGM-5 of this circular

• “Articles”

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

• “Board”

• the board of Directors

• “Companies Law”

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

• “Company”

• Uni-Bio Science Group Limited, a company incorporated in the Cayman Islands with limited liability and the Shares of which are listed on the Main Board of the Stock Exchange

• “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 General Mandate

• “General Mandate”

• a general and unconditional mandate proposed to be granted to the Directors to exercise all powers of the Company to allot, issue or otherwise deal with 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 the relevant resolution at the Annual General Meeting

– 1 –

DEFINITIONS

• “Group”

• “Hong Kong”

• “Latest Practicable Date”

• “Listing Rules”

• “Repurchase Mandate”

• “SFO”

• “Share(s)”

• “Share Option Scheme”

• “Shareholder(s)”

• “Stock Exchange”

• “Takeovers Code”

• “HK$”

• “%”

the Company and its subsidiaries

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

25 July 2014, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained herein

• the Rules Governing the Listing of Securities on the Stock Exchange

• a general and unconditional mandate proposed to be granted to the Directors to exercise all powers of the Company to repurchase Shares the aggregate nominal amount of which shall not exceed 10% of the aggregate nominal amount of the share capital in issue as at the date of passing the relevant resolution at the Annual General Meeting

• the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)

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

• the share option scheme of the Company adopted on 22 September 2006

• holder(s) for the time being of the Share(s)

• The Stock Exchange of Hong Kong Limited

• the Hong Kong Code on Takeovers and Mergers

• Hong Kong dollars, the lawful currency of Hong Kong

per cent.

– 2 –

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. Kingsley Leung

Non-executive Director: Mr. Fung Kwok Leung

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

Independent non-executive Directors: Mr. Tsao Hoi Ho

Dr. Carl Aslan Jason Morton Firth Mr. Zhao Zhi Gang

Principal place of business in Hong Kong: Room 3006, 30/F The Centrium 60 Wyndham Street Central Hong Kong 30 July 2014

To the Shareholders

Dear Sir or Madam,

GRANT OF GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES, RE-ELECTION OF DIRECTORS, CHANGE OF AUDITORS AND REFRESHMENT OF THE 10% GENERAL LIMIT UNDER THE SHARE OPTION SCHEME

INTRODUCTION

The primary purpose of this circular is to provide you with information regarding 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, in addition to ordinary business, include (a) ordinary resolutions on the proposed grant of each of the General Mandate, the Repurchase Mandate and the Extension Mandate, (b) ordinary resolutions relating to the proposed re-election of the Directors, (c) ordinary resolution relating to the change of auditors of the Company, and (d) ordinary resolution relating to the proposed refreshment of the 10% General Limit under the Share Option Scheme.

• For identification purpose only

– 3 –

LETTER FROM THE BOARD

GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES

The general mandate granted to the Directors to allot and issue and deal with the unissued Shares in the amount not exceeding 20% of the aggregate nominal amount of the issued share capital of the Company at an extraordinary general meeting of the Company held on 25 November 2013 and the general mandate granted to the Directors to repurchase Shares at the annual general meeting of the Company held on 26 July 2013 will both expire at the conclusion of the Annual General Meeting. In order to give the Company the flexibility to repurchase and issue Shares if and when appropriate, the following ordinary resolutions will be proposed at the Annual General Meeting to approve the grant of new general mandates to the Directors:

• (a) to allot, issue or deal with Shares of an aggregate nominal amount of up to 20% of the total nominal amount of the share capital of the Company in issue on the date of passing such resolution (i.e. an aggregate nominal amount of Shares up to HK$9,660,812.96 (equivalent to 966,081,296 Shares) assuming that the total number of Shares in issue remains the same at 4,830,406,481 Shares from the Latest Practicable Date up to the date of passing such resolution);

• (b) to purchase Shares on the Stock Exchange of an aggregate nominal amount of up to 10% of the total nominal amount of the issued share capital of the Company on the date of passing such resolution (i.e. an aggregate nominal amount of Shares up to HK$4,830,406.48 (equivalent to 483,040,648 Shares) assuming that the total number of Shares in issue remains the same at 4,830,406,481 Shares from the Latest Practicable Date up to the date of passing such resolution); and

• (c) to extend the General Mandate by an amount representing the aggregate nominal amount of Shares repurchased by the Company pursuant to and in accordance with the Repurchase Mandate.

The General Mandate and the Repurchase Mandate will continue in force until the conclusion of the next annual general meeting of the Company held after the Annual General Meeting or any earlier date as referred to in the proposed ordinary resolutions contained in items 4 and 5 of the notice of the Annual General Meeting as set out on pages AGM-1 to AGM-5 of this circular. With reference to the General Mandate and the Repurchase Mandate, the Directors wish to state that they have no immediate plan to repurchase any Shares or issue any Shares pursuant thereto.

An explanatory statement containing information necessary to enable the Shareholders to make an informed decision on the proposed resolution for the grant of the Repurchase Mandate as required by the Listing Rules is set out in Appendix I to this circular.

– 4 –

LETTER FROM THE BOARD

RETIREMENT AND RE-ELECTION OF DIRECTORS

As at the Latest Practicable Date, the Board comprises two executive Directors, namely, Mr. Tong Kit Shing and Mr. Kingsley Leung, one non-executive Director, namely, Mr. Fung Kwok Leung, and three independent non-executive Directors, namely, Mr. Tsao Hoi Ho, Dr. Carl Aslan Jason Morton Firth and Mr. Zhao Zhi Gang.

Pursuant to Articles 87(1) and 87(2) of the Articles, Mr. TSAO Hoi Ho will retire by rotation and, being eligible, will offer himself for re-election at the Annual General Meeting. In accordance with Article 86(3) of the Articles, each of Mr. Kingsley LEUNG, Mr. FUNG Kwok Leung, Dr. Carl Aslan Jason Morton FIRTH and Mr. ZHAO Zhi Gang shall hold office only until the Annual General Meeting, and being eligible, will offer himself for re-election at the Annual General Meeting.

Biographical information of each of Mr. Kingsley LEUNG, Mr. FUNG Kwok Leung, Mr. TSAO Hoi Ho, Dr. Carl Aslan Jason Morton FIRTH and Mr. ZHAO Zhi Gang who are proposed to be re-elected at the Annual General Meeting, is set out in Appendix II to this circular.

CHANGE OF AUDITORS

KTC Partners CPA Limited will retire as auditors of the Company upon expiration of its current term of office at the conclusion of the Annual General Meeting and will not seek for reappointment.

The Board has resolved to propose to appoint Deloitte Touche Tohmatsu as the new auditors of the Company to fill the vacancy following the retirement of KTC Partners CPA Limited and to hold office until the conclusion of the next annual general meeting of the Company in the year 2015, subject to the approval of the Shareholders at the Annual General Meeting.

The Board is of the view that an international audit firm could provide better support and more auxiliary services to the Group to cope with its business development strategies. Having regard to the resources and experience of Deloitte Touche Tohmatsu, it would be in the best interests of the Company and the shareholders of the Company as a whole to appoint Deloitte Touche Tohmatsu as the new auditors of the Group.

KTC Partners CPA Limited has confirmed to the Company in writing that it was not aware of any matters in relation to the proposed change of auditors that need to be brought to the attention of the Shareholders or creditors of the Company. The Board has also confirmed that there was no disagreement or unresolved matters between KTC Partners CPA Limited and the Company and there were no relevant matters in relation to the change of auditors that need to be brought to the attention of the Shareholders or creditors of the Company.

The Board would like to take this opportunity to thank KTC Partners CPA Limited for its valuable contributions to the Company in the past years.

– 5 –

LETTER FROM THE BOARD

REFRESHMENT OF THE 10% GENERAL LIMIT UNDER THE SHARE OPTION SCHEME

Under the rules of the Share Option Scheme:

• (1) the total number of Shares which may be allotted and issued upon exercise of all options to be granted under the Share Option Scheme and any other share option schemes of the Group is subject to the 10% General Limit; and

• (2) the maximum number of Shares which may be issued upon exercise of all outstanding options granted and yet to be exercised under the Share Option Scheme and any other share option schemes of the Company must not in aggregate exceed 30% of the Shares in issue from time to time (“ 30% Overall Limit ”).

The Company may seek approval from the Shareholders in general meeting for refreshing the 10% General Limit so that the total number of Shares which may be issued upon the exercise of all options to be granted under the Share Option Scheme and any other share option schemes of the Group shall be re-set at 10% of the Shares in issue as at the date of the approval of the limit as “refreshed”. In this connection, options previously granted under the Share Option Scheme and any other share option schemes of the Group (including options outstanding, cancelled, lapsed or exercised) will not be counted for the purpose of calculating the 10% General Limit as “refreshed”.

The existing 10% General Limit is 469,462,888 Shares, being 10% of the Shares in issue as at the date of passing of the ordinary resolution at the extraordinary general meeting of the Company for the renewal of the 10% General Limit on 25 November 2013. Since 25 November 2013 and up to the Latest Practicable Date, options to subscribe for 469,340,000 Shares had been granted. Of such options granted, options to subscribe for 1,000,000 Shares had been lapsed and no options was cancelled or exercised as at the Latest Practicable Date. As such, the Directors consider that the 10% General Limit under the Share Option Scheme shall be “refreshed” so that the Share Option Scheme can continue to serve its purpose of giving incentives and rewards to the eligible participants which include employees, non-executive directors, customers and suppliers of the Group and other eligible participants of the Share Option Scheme for their contribution to the Group and/or enabling the Group to recruit and retain high-calibre employees and attract human resources that are valuable to the Group.

The Directors consider that it will be for the benefit of the Company and its Shareholders as a whole that eligible participants of the Share Option Scheme are granted rights to obtain equity holdings of the Company through the grant of options under the Share Option Scheme. This will motivate the eligible participants to contribute to the further development of the Group. For these reasons, the Directors will propose the passing of an ordinary resolution at the Annual General Meeting for “refreshing” the 10% General Limit.

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LETTER FROM THE BOARD

If the 10% General Limit is “refreshed”, on the basis of 4,830,406,481 Shares in issue as at the Latest Practicable Date and assuming that, prior to the Annual General Meeting, no Shares are issued or repurchased by the Company, the 10% General Limit will be re-set at 483,040,648 Shares and the Company will be allowed to grant further options under the Share Option Scheme and other share option schemes carrying the rights to subscribe for a maximum of 483,040,648 Shares (“ Available Limit ”).

On the basis of 4,830,406,481 Shares in issue as at the Latest Practicable Date, the 30% Overall Limit represents a total of 1,449,121,944 Shares. As at the Latest Practicable Date, the total number of Shares which may fall to be issued upon exercise of all outstanding options granted since the adoption of the Share Option Scheme and yet to be exercised is 552,663,431 Shares (representing approximately 11.44% of the issued Shares as at the Latest Practicable Date). Accordingly, the Available Limit arising from the “refreshing” of the 10% General Limit does not exceed the 30% Overall Limit as at the Latest Practicable Date.

The refreshment of the 10% General Limit is conditional upon:

• (a) the Shareholders’ approval at the Annual General Meeting; and

• (b) the Listing Committee of the Stock Exchange granting the listing of, and permission to deal in, the Shares (representing 10% of the total Shares in issue as at the date of the Annual General Meeting approving the refreshment of the 10% General Limit) which may fall to be issued pursuant to the exercise of any options granted under the refreshed 10% General Limit.

Application will be made to the Listing Committee of the Stock Exchange for the approval mentioned in paragraph (b) above.

ANNUAL GENERAL MEETING

Set out on pages AGM-1 to AGM-5 of this circular is a notice convening the Annual General Meeting at which, among other proposed resolutions, ordinary resolutions will be proposed to approve the following:

• (a) the grant of the General Mandate, the Repurchase Mandate and the Extension Mandate;

• (b) the re-election of Directors;

• (c) the appointment of auditors of the Company; and

• (d) the refreshment of the 10% General Limit under the Share Option Scheme.

– 7 –

LETTER FROM THE BOARD

If you do not intend to attend and vote at the Annual General Meeting in person, you are requested to complete the enclosed proxy form in accordance with the instructions printed thereon and return the same to the Company’s branch share registrar and transfer office in Hong Kong, Tricor Abacus Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong as soon as practicable but 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.

To the best of the Directors’ knowledge, information and belief, having made reasonable enquiries, the Directors confirm that no Shareholder is required to abstain from voting at the Annual General Meeting.

RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.

RECOMMENDATION

The Directors consider that the grant of the General Mandate, the Repurchase Mandate, the Extension Mandate, the re-election of Directors, the change of auditors of the Company and the refreshment of the 10% General Limit under the Share Option Scheme are in the best interests of the Company and its Shareholders and recommend the Shareholders to vote for the relevant resolutions set out in the notice of the Annual General Meeting.

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

– 8 –

APPENDIX I EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE

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.

1. LISTING RULES RELATING TO THE REPURCHASE OF SHARES

The Listing Rules permit companies whose primary listing is on the Main Board of the Stock Exchange to repurchase their shares on the Main Board of the Stock Exchange subject to certain restrictions. Among such restrictions, the Listing Rules provide that the shares of such company must be fully paid up and all repurchase of shares by such a company must be approved in advance by an ordinary resolution of the shareholders, either by way of a general mandate or by specific approval of a specific transaction.

2. SHARE CAPITAL

As at the Latest Practicable Date, the Company had 4,830,406,481 Shares in issue.

Subject to the passing of the resolution for the grant of the Repurchase Mandate (resolution numbered 5 as set out in the notice convening the Annual General Meeting contained in this circular), and assuming that no new Shares are issued or repurchased by the Company prior to the Annual General Meeting, the Company will be allowed under the Repurchase Mandate to repurchase a maximum of 483,040,648 Shares, representing 10% of the issued share capital of the Company as at the Latest Practicable Date.

3. REASONS FOR THE REPURCHASE

The Directors believe that it is in the best interests of the Company and its Shareholders as a whole for the Directors to have general authority from the Shareholders to enable the Company to repurchase Shares in the market. Such repurchases may, depending on market conditions and funding arrangements of the Company at the time, lead to an enhancement of the net asset value per Share and/or earnings per Share and will only be made if the Directors believe that such repurchases will benefit the Company and its Shareholders as a whole.

4. FUNDING OF REPURCHASES

Repurchases must be paid out of funds legally available for the purpose and in accordance with the Articles, the Companies Law, other applicable laws of the Cayman Islands and the Listing Rules. A listed company is prohibited from repurchasing its own shares 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 Cayman Islands law, any repurchases by the Company may only be made out of profits of the company or out of the proceeds of a fresh issue of shares made for the purpose or, if authorised by the Articles and subject to the Companies Law, out of capital. Any premium payable on a redemption or purchase over the par value of the shares to be repurchased must be provided for out of profits or the share premium account of the Company or, if authorised by the Articles and subject to the Companies Law, out of capital.

– I-1 –

APPENDIX I EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE

5. MATERIAL ADVERSE IMPACT OF REPURCHASES

On the basis of the current financial position of the Company and taking into account the current working capital position of the Company, the Directors consider that, if the Repurchase Mandate was to be exercised in full, it might have a material adverse effect on the working capital and/or the gearing position of the Company as compared with the position as at 31 March 2014, being the date to which the last audited accounts of the Company were made up. However, the Directors do not propose to exercise the Repurchase Mandate to such an extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or the gearing position of the Company which in the opinion of the Directors are from time to time appropriate for the Company.

6. SHARE PRICES

The highest and lowest prices at which the Shares have been traded on the Stock Exchange during each of the following months were as follows:

	Highest	Lowest
	HK$	HK$
2013
July	0.110	0.087
August	0.104	0.091
September	0.116	0.088
October	0.223	0.077
November	0.242	0.178
December	0.310	0.225
2014
January	0.390	0.255
February	0.380	0.300
March	0.305	0.204
April	0.285	0.224
May	0.275	0.205
June	0.270	0.233
July (Up to the Latest Practicable Date)	0.255	0.221

7. UNDERTAKINGS AND DISCLOSURE OF INTERESTS

The Directors have undertaken to the Stock Exchange that 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.

– I-2 –

APPENDIX I EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE

None of the Directors nor, to the best of their knowledge having made all reasonable enquiries, any of their close associates (as defined in the Listing Rules) have any present intention to sell any Shares to the Company or its subsidiaries under the Repurchase Mandate, in the event that the Repurchase Mandate is approved at the Annual General Meeting by the Shareholders.

8. CONNECTED PERSONS

No core 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 to the Company and no such person has undertaken not to sell any Shares held by him/her/it to the Company, in the event that the Repurchase Mandate is approved at the Annual General Meeting by the Shareholders.

9. THE TAKEOVERS CODE AND MINIMUM PUBLIC HOLDING

If a Shareholder’s proportionate interest in the voting rights of the Company increases on the Company exercising its powers to repurchase Shares pursuant to the Repurchase Mandate, such increase will be treated as an acquisition for the purpose of the Takeovers Code. Accordingly, a Shareholder or a group of Shareholders acting in concert (as defined in the Takeover 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, to the best of the knowledge and belief of the Directors, the following Shareholders were interested in more than 10% of the Shares then in issue:

Name Number of Shares (1) Automatic Result 914,756,532 (Note 1) (2) Lord Profit 844,576,010 (Note 2) (3) Overseas Capital 657,180,000 (Note 3) Notes:	Percentage holding 18.94% 17.49%
	36.43% 13.61%

1. Automatic Result Limited (“ Automatic Result ”) is solely and beneficially owned by Mr. Tong Kit Shing, an executive Director.

2. Lord Profit Limited (“ Lord Profit ”) is owned as to 90% by Mr. Kingsley Leung, an executive Director, and as to 10% by Mr. Tong Kit Shing, an executive Director.

3. Based on the individual substantial shareholder notice of Overseas Capital Assets Limited (“ Overseas Capital ”) filed on 19 June 2014, Overseas Capital held 657,180,000 Shares and was wholly owned by He Rufeng.

– I-3 –

APPENDIX I EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE

In the event the Directors exercise in full the power to repurchase Shares in accordance with the Repurchase Mandate, the total interests of the above shareholders in the issued shares of the Company would be increased to:

Name (1) Automatic Result (2) Lord Profit (3) Overseas Capital	Percentage holding 21.04% 19.43%
	40.47% 15.12%

The Directors have no intention to exercise the Repurchase Mandate to such an extent that will result in any Shareholder or group of Shareholder acting in concert being obliged to make a mandatory offer under rule 26 of the Takeovers Code as a consequence of any purchases pursuant to the Repurchase Mandate. Save as disclosed, the Directors are not aware of any Shareholder or group of Shareholders acting in concert, who may become obliged to make a mandatory offer under rule 26 of the Takeovers Code as a consequence of any purchases pursuant to the Repurchase Mandate.

The Directors have no intention to exercise the Repurchase Mandate to such an extent that will result in the number of Shares in the hands of public falling below the prescribed minimum percentage of 25%.

10. SHARES REPURCHASE MADE BY THE COMPANY

In the six months immediately preceding the Latest Practicable Date, the Company had not repurchased any Shares on the Stock Exchange or otherwise.

– I-4 –

APPENDIX II

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

Set out below are the biographical details of the Directors, who being eligible, will offer themselves for re-election at the Annual General Meeting:

Kingsley LEUNG , aged 27, was appointed as an executive Director on 28 February 2014. Mr. Leung joined the Company on 8 July 2013 as business development manager. Mr. Kingsley Leung graduated with honours with a bachelor’s degree in biochemistry from Imperial College London in July 2008 and obtained a master ’s degree in pharmacology from the University of Oxford in September 2009. Mr. Kingsley Leung is currently a Chartered Financial Analyst and a member of The Hong Kong Society of Financial Analysts. Mr. Kingsley Leung has extensive experience in investment banking and business development in the biotechnology industry.

Mr. Kingsley Leung is a director of Lord Profit Limited, a substantial shareholder of the Company. Lord Profit Limited is owned as to 90% by Mr. Kingsley Leung and as to 10% by Mr. Tong Kit Shing, an executive Director and the chairman of the Company. Mr. Kingsley Leung is a cousin of Mr. Tong Kit Shing.

As at the Latest Practicable Date save as disclosed above, Mr. Kingsley Leung has not held any other major appointment and qualifications or directorship in other listed company in the last three years, nor does he have any relationship with any Director, senior management, substantial shareholders or controlling shareholders (having the meaning ascribed to it in the Listing Rules) of the Company. Save as mentioned above. Mr. Kingsley Leung does not hold other positions with the Company or other members of the Group.

As at the Latest Practicable Date, Kingsley Leung was interested in 1,055,720,012 Shares and underlying shares of the Company through his interest in Lord Profit Limited within the meaning of Part XV of the SFO.

Pursuant to the service agreement entered into between the Company and Mr. Kingsley Leung, Mr. Kingsley Leung is appointed as an executive Director for a fixed term of 3 years from 28 February 2014 and he is subject to retirement by rotation and re-election at general meeting of the Company in accordance with the Articles. Mr. Kingsley Leung is entitled to a monthly remuneration of HK$50,000 and an annual discretionary bonus of HK$180,000. Mr. Kingsley Leung’s remuneration is determined with reference to his responsibilities, the Company’s remuneration policy and the prevailing market conditions.

Save as disclosed above, there is no further information to be disclosed pursuant to the requirements of Rule 13.51(2)(h) to (v) of the Listing Rules and there are no other matters relating to the re-election of Mr. Kingsley Leung that need to be brought to the attention of the Shareholders.

– II-1 –

APPENDIX II

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

FUNG Kwok Leung , aged 48, was appointed as a non-executive Director on 28 February 2014. Mr. Fung joined the Company on 1 May 2010 as the company secretary and chief financial officer of the Company. Mr. Fung is the company secretary of China Innovationpay Group Limited (Stock code: 8083), whose shares are listed on the Growth Enterprise Market of the Stock Exchange. Mr. Fung holds an honour degree in accountancy from the Hong Kong Polytechnic University, and is a practicing certified public accountant. He is currently a fellow member of the Association of Chartered Certified Accountants, a fellow member of the Hong Kong Institute of Certified Public Accountants, a fellow member of The Taxation Institute of Hong Kong and a Certified Tax Advisor. He has over 25 years of experience in accounting, auditing and related fields. From 7 August 2013 to 19 May 2014, Mr. Fung was a director of a subsidiary of the Company.

In 2010, Mr. Fung was subject to a disciplinary action by the Hong Kong Institute of Certified Public Accountants under section 34(1A) of the Professional Accountants Ordinance (Chapter 50 of the Laws of Hong Kong) against his professional practices.

As at the Latest Practicable Date, save as disclosed above, Mr. Fung has not held any other major appointment and qualification or directorship in other listed company in the last three years, nor does he have any relationship with any Director, senior management, substantial shareholders or controlling shareholders (having the meaning ascribed to it in the Listing Rules) of the Company. Save as mentioned above, Mr. Fung does not hold other positions with the Company or other members of the Group.

As at the Latest Practicable Date, Mr. Fung is not interested in any Shares within the meaning of Part XV of the SFO.

Pursuant to the appointment letter entered into between Mr. Fung and the Company, Mr. Fung is appointed as a non-executive Director for a fixed term of three years from 28 February 2014, with a fixed monthly director’s fee of HK$10,000. The remuneration of Mr. Fung is determined with reference to his responsibilities, the Company’s remuneration policy and the prevailing market conditions. Mr. Fung’s appointment shall be subject to retirement by rotation and re-election at general meeting of the Company in accordance with the Articles.

Save as disclosed above, there is no further information to be disclosed pursuant to the requirements of Rule 13.51(2)(h) to (v) of the Listing Rules and there are no other matters relating to the re-election of Mr. Fung that need to be brought to the attention of the Shareholders.

– II-2 –

APPENDIX II

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

TSAO Hoi Ho , aged 49, was appointed as an independent non-executive Director on 7 May 2010. Mr. Tsao is a Certified Public Accountant (Practising) of the Hong Kong Institute of Certified Public Accountants, an associate of The Institute of Chartered Secretaries and Administrators, an associate of the Australasian Institute of Banking & Finance, a member of the Institute of Chartered Accountants of New Zealand and an associate of the Bankers’ Institute of New Zealand. Mr. Tsao graduated from the University of Warwick with a Master of Business Administration degree. He has over 20 years’ extensive experience in auditing, corporate finance and company secretary. He has worked for international accounting firms for 5 years and is currently the financial controller, company secretary and authorized representative of Ningbo WanHao Holdings Company Limited, a joint stock limited company incorporated in the People’s Republic of China whose shares are listed on the Growth Enterprise Market of the Stock Exchange and he is also the chief financial officer of China Shouguan Mining Corporation, a company incorporated in the State of Nevada, United States whose shares are quoted at the OTCQB market in the United States.

As at the Latest Practicable Date, save as disclosed above, Mr. Tsao has not held any other major appointment and qualification or directorship in other listed company in the last three years, nor does he have any relationship with any Director, senior management, substantial shareholders or controlling shareholders (having the meaning ascribed to it in the Listing Rules) of the Company. Save as mentioned above, Mr. Tsao does not hold other positions with the Company or other members of the Group.

As at the Latest Practicable Date, Mr. Tsao is the beneficial owner of 600,000 underlying shares of the Company pursuant to the share options granted to him on 27 November 2013 within the meaning of Part XV of the SFO.

Pursuant to the appointment letter between Mr. Tsao and the Company dated 1 May 2014, the appointment of Mr. Tsao is for a term of two years commencing from 1 May 2014. He is subject to retirement by rotation and other related provisions as stipulated in the Articles. Mr. Tsao is entitled to a director’s fee of HK$12,000 per month which is determined by the Board with reference to his duties and responsibilities.

Save as disclosed above, there is no further information to be disclosed pursuant to the requirements of Rule 13.51(2)(h) to (v) of the Listing Rules and there are no other matters relating to the re-election of Mr. Tsao that need to be brought to the attention of the Shareholders.

– II-3 –

APPENDIX II

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

Carl Aslan Jason Morton FIRTH , aged 41, was appointed as an independent non-executive Director on 1 April 2014. Dr. Firth is the chief executive officer and founder of ASLAN Pharmaceuticals Pte Ltd.. Dr. Firth was previously the Head of Asia Healthcare at Bank of America Merrill Lynch. He also spent 5 years at AstraZeneca in pharmaceutical research and development and 4 years in business development, strategic projects and the development of new products in Asia. Dr. Firth holds a PhD degree from Cambridge University in molecular biology and a master of business administration degree from London Business School.

Mr. Kingsley Leung, an executive Director, used to be employed by ASLAN Pharmaceuticals Pte Ltd. from June 2011 to March 2014, and is currently holding less than 5% interest in ASLAN Pharmaceuticals Pte Ltd..

As at the Latest Practicable Date, save as disclosed above, Dr. Firth has not held any other major appointment and qualification or directorship in other listed company in the last three years, nor does he have any relationship with any Director, senior management, substantial shareholders or controlling shareholders (having the meaning ascribed to it in the Listing Rules) of the Company. Save as mentioned above, Dr. Firth does not hold other positions with the Company or other members of the Group.

As at the Latest Practicable Date, Dr. Firth is not interested in any Shares within the meaning of Part XV of the SFO.

Pursuant to the appointment letter entered into between Dr. Firth and the Company, Dr. Firth is appointed for a fixed term of three years with effect from 1 April 2014. Dr. Firth’s appointment shall be subject to retirement by rotation and re-election at general meeting of the Company in accordance with the Articles. Dr. Firth is entitled to an annual director’s fee of HK$240,000 which is determined with reference to his responsibilities, the Company’s remuneration policy and the prevailing market conditions.

Save as disclosed above, there is no further information to be disclosed pursuant to the requirements of Rule 13.51(2)(h) to (v) of the Listing Rules and there are no other matters relating to the re-election of Dr. Firth that need to be brought to the attention of the Shareholders.

– II-4 –

APPENDIX II

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

ZHAO Zhi Gang , aged 54, was appointed as an independent non-executive Director on 1 April 2014. Mr. Zhao holds a bachelor’s degree in economics from the Peking University and a master’s degree in professional accounting from the University of Hartford, Connecticut, United States of America (“ U.S. ”). Mr. Zhao is a U.S. certified public accountant and a fellow of the American Institute of Certified Public Accountants. Mr. Zhao has over 20 years of experience in corporate finance and audit practice with various publicly listed companies and PricewaterhouseCoopers in the U.S. and in China.

Mr. Zhao is currently an independent director of Zuoan Fashion Ltd., whose shares are listed on the New York Stock Exchange (“ NYSE ”). Previously, Mr. Zhao was the chief financial officer of Borqs Beijing Limited from 2012 to 2014, the chief financial officer of Kingmed Center for Clinical Laboratories from 2011 to 2012, and the chief financial officer of Simcere Pharmaceutical Group from 2006 to 2011, whose shares was listed on the NYSE. Prior to that, he was the chief financial officer of Sun New Media Group Limited, a NASDAQ-listed company, from 2005 to 2006. Mr. Zhao had also held senior financial positions with several publicly listed companies in the U.S. and was an investment consultant with Beijing International Trust and Investment Company.

As at the Latest Practicable Date, save as disclosed above, Mr. Zhao has not held any other major appointment and qualification or directorship in other listed company in the last three years, nor does he have any relationship with any Director, senior management, substantial shareholders or controlling shareholders (having the meaning ascribed to it in the Listing Rules) of the Company. Save as mentioned above, Mr. Zhao does not hold other positions with the Company or other members of the Group.

As at the Latest Practicable Date, Mr. Zhao is not interested in any Shares within the meaning of Part XV of the SFO.

Pursuant to the appointment letter entered into between Mr. Zhao and the Company, Mr. Zhao is appointed for a fixed term of three years with effect from 1 April 2014. Mr. Zhao’s appointment shall be subject to retirement by rotation and re-election at general meeting of the Company in accordance with the Articles. Mr. Zhao is entitled to an annual director ’s fee of HK$240,000 which is determined with reference to his responsibilities, the Company’s remuneration policy and the prevailing market conditions.

Save as disclosed above, there is no further information to be disclosed pursuant to the requirements of Rule 13.51(2)(h) to (v) of the Listing Rules and there are no other matters relating to the re-election of Mr. Zhao that need to be brought to the attention of the Shareholders.

– II-5 –

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

NOTICE IS HEREBY GIVEN that an annual general meeting of Uni-Bio Science Group Limited (“ Company ”) will be held at Room 29A, Admiralty Centre I, 18 Harcourt Road, Hong Kong, at 11:00 a.m. on Friday, 29 August 2014 to consider and, if thought fit, transact the following ordinary businesses:

1. to receive and approve the audited consolidated financial statements of the Company and its subsidiaries and the reports of the directors (“ Directors ”) of the Company and the auditors of the Company for the year ended 31 March 2014;

2. to re-elect the retiring Directors (namely, Mr. Kingsley LEUNG, Mr. FUNG Kwok Leung, Mr. TSAO Hoi Ho, Dr. Carl Aslan Jason Morton FIRTH and Mr. ZHAO Zhi Gang) each as a separate resolution, and to authorise the board (“ Board ”) of Directors to fix their remuneration;

3. to appoint Deloitte Touche Tohmatsu as the auditors of the Company for the year ending 31 March 2015 and to authorise the Board to fix their remuneration;

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

1. “ THAT :

2. (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 law, 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 the unissued shares (“ Shares ”) in the capital of the Company, and to make or grant offers, agreements and options (including warrants, bonds, notes and other securities which carry rights to subscribe for or are convertible into Shares) which would require the exercise of such powers be and the same is hereby generally and unconditionally approved;

• For identification purpose only

– AGM-1 –

NOTICE OF ANNUAL GENERAL MEETING

• (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, notes and other securities which carry rights to subscribe for or are 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 share capital of the Company allotted and issued or agreed conditionally or unconditionally to be allotted and issued (whether pursuant to options or otherwise) by the Directors pursuant to the approval in paragraph (a) above, otherwise than pursuant to:

• (i) a Rights Issue (as hereinafter defined in paragraph (d) below);

• (ii) the exercise of options granted under any share option scheme or similar arrangement for the time being adopted by the Company from time to time;

• (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 of the Company (“ Articles of Association ”) and other relevant regulations in force from time to time;

• (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 20% of the aggregate nominal amount of the share capital of the Company in issue as at the date of the passing of this resolution, and the said approval shall be limited accordingly; and

• (d) for the purposes of this resolution:

“ Relevant Period ” means the period from the date of 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 or any applicable law of the Cayman Islands to be held; or

– AGM-2 –

NOTICE OF ANNUAL GENERAL MEETING

• (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 exclusion 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, or the expenses or delay which may be involved in determining the existence or extent of any restrictions or obligation under the laws of, or the requirements of, jurisdiction outside Hong Kong or any recognised regulatory body or any stock exchange outside Hong Kong).”

1. “ THAT :

2. (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 purchase the shares (“ Shares ”) in the share capital of the Company 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, Chapter 22 (Law 3 of 1961, as consolidated and revised) of the Cayman Islands and all other applicable laws as amended from time to time in this regard, be and the same is hereby generally and unconditionally approved;

3. (b) the aggregate nominal amount of Shares which may be purchased or agreed to be purchased by the Company pursuant to the approval in paragraph (a) above during the Relevant Period shall not exceed 10% of the aggregate nominal amount of the share capital of the Company in issue as at the date of the passing of this resolution, and the said approval shall be limited accordingly; and

4. (c) for the purposes of this resolution, “Relevant Period” means the period from the date of the passing of this resolution until whichever is the earliest of:

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

– AGM-3 –

NOTICE OF ANNUAL GENERAL MEETING

  - (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 other applicable law of the Cayman Islands 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.

1. “ THAT conditional on the passing of resolutions numbered 4 and 5 above, the general mandate granted to the directors of the Company (“ Directors ”) to allot, issue and deal with the unissued shares of the Company pursuant to the resolution numbered 4 above be and is hereby extended by the addition to the aggregate nominal amount of the shares in the capital of the Company which may be allotted, issued or dealt with or agreed conditionally or unconditionally to be allotted, issued or dealt with by the Directors pursuant to or in accordance with such mandate of an amount representing the aggregate nominal amount of the shares in the capital of the Company purchased by the Company pursuant to or in accordance with the authority granted under the resolution numbered 5 above.”

2. “ THAT subject to and conditional upon the Listing Committee of The Stock Exchange of Hong Kong Limited granting the listing of, and permission to deal in, such number of shares of the Company which may fall to be allotted and issued pursuant to the exercise of the options which may be granted under the share option scheme adopted by the Company on 22 September 2006 (“ Share Option Scheme ”), representing 10% of the issued share capital of the Company as at the date on which this resolution is passed, pursuant to the rules of the Share Option Scheme:

3. (a) approval be and is hereby granted for refreshing the 10% mandate under the Share Option Scheme (“ Refreshed Scheme Mandate ”) provided that the total number of shares of the Company which may be allotted and issued upon the exercise of all options to be granted under the Share Option Scheme and any other share option schemes of the Company and its subsidiaries (“ Group ”) under the limit as refreshed hereby shall not exceed 10% of the aggregate nominal amount of the issued share capital of the Company as at the date on which this resolution is passed (options previously granted under the Share Option Scheme and any other share option schemes of the Group (including options outstanding, cancelled, lapsed or exercised in accordance with the terms of the Share Option Scheme or any other share option schemes of the Group) shall not be counted for the purpose of calculating the Refreshed Scheme Mandate); and

– AGM-4 –

NOTICE OF ANNUAL GENERAL MEETING

• (b) the directors of the Company or a duly authorised committee thereof be and is/are hereby authorised: (i) at its/their absolute discretion, to grant options to subscribe for shares of the Company within the Refreshed Scheme Mandate in accordance with the rules of the Share Option Scheme, and (ii) to allot, issue and deal with shares of the Company pursuant to the exercise of options granted under the Share Option Scheme within the Refreshed Scheme Mandate.”

On behalf of the Board Uni-Bio Science Group Limited Tong Kit Shing Chairman

30 July 2014

Principal place of business in Hong Kong: Room 3006, 30/F The Centrium 60 Wyndham Street Central Hong Kong

Notes:

1. A member of the Company entitled to attend and vote at the meeting convened by the above notice shall be entitled to appoint another person as his/her/its proxy to attend and vote instead of him/her/it. A member who is the holder of two or more shares (“ Shares ”) of the Company may appoint more than one proxy to represent him/her/it and vote on his/her/its behalf at the meeting convened by the above notice. A proxy need not be a member of the Company.

2. In the case of joint holders of Shares, any one of such joint holders may vote, either in person or by proxy, in respect of such Share as if he/she/it were solely entitled thereto, but if more than one of such joint holders are present at the above meeting, personally or by proxy, that one of the said persons so present whose name stands first in the register in respect of such Shares shall alone be entitled to vote in respect thereof.

3. In order to be valid, the form of proxy must be in writing under the hand of the appointer or of his attorney duly authorised in writing, or if the appointer is a corporation, either under seal, or under the hand of an office or attorney duly authorised, and must be deposited with the Hong Kong branch share registrar and transfer office of the Company, Tricor Abacus Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong (together with the power of attorney or other authority, if any, under which it is signed or a certified copy thereof) not less than 48 hours before the time for holding of the above meeting or adjourned meeting.

4. Delivery of an instrument appointing a proxy should not preclude a member from attending and voting in person at the above meeting or any adjournment thereof and in such event, the instrument appointing a proxy shall be deemed to be revoked.

5. As required under the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, all resolutions as set out in this notice to be put to vote at the meeting will be decided by way of poll.

As at the date of this notice, the Board comprises two executive Directors, namely, Mr. Tong Kit Shing and Mr. Kingsley Leung, one non-executive Director, namely, Mr. Fung Kwok Leung, and three independent non-executive Directors, namely, Mr. Tsao Hoi Ho, Dr. Carl Aslan Jason Morton Firth and Mr. Zhao Zhi Gang.

– AGM-5 –