Uni-Bio Science Group Limited — Capital/Financing Update 2006

Apr 7, 2006

The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this announcement, 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 announcement.

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(Incorporated in the Cayman Islands with limited liability) (Stock Code: 690)

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Financial Adviser to Uni-Bio Science Group Limited

REXCAPITAL (Hong Kong) Limited

RESULTS OF THE OPEN OFFER

The Directors announce that as at 4:00 p.m. on Monday, 3 April 2006, being the latest time for acceptance of and payment for the Offer Shares and the excess Offer Shares:

• (i) 235 valid acceptances for assured allotment have been received for an aggregate of 350,631,096 Offer Shares (representing approximately 97.40% of the total number of the Offer Shares); and

• (ii) 364 valid applications for excess Offer Shares have been received for an aggregate of 157,713,651 excess Offer Shares (representing approximately 43.81% of the total number of the Offer Shares).

• Accordingly, an aggregate of 508,344,747 Offer Shares were accepted and/or applied for, representing approximately 141.21% of the total number of 360,000,000 Offer Shares under the Open Offer.

The Open Offer, which was underwritten by Automatic Result, became unconditional at 10:00 a.m. on Thursday, 6 April 2006. As a result of the over-subscription of the Offer Shares, the obligations of Automatic Result under the Underwriting Agreement have been discharged.

Certificates for the Offer Shares and refund cheques in respect of unsuccessful applications for excess Offer Shares are expected to be despatched by ordinary post on Friday, 7 April 2006. Dealings in the Offer Shares will commence at 9:30 a.m. on Tuesday, 11 April 2006.

Reference is made to the prospectus (the “ Prospectus ”) issued by the Company dated 17 March 2006 in relation to the Open Offer. Capitalised terms used herein have the same meanings as defined in the Prospectus unless otherwise stated.

RESULTS OF THE OPEN OFFER

The Directors announce that as at 4:00 p.m. on Monday, 3 April 2006, being the latest time for acceptance of and payment for the Offer Shares and the excess Offer Shares:

• (i) 235 valid acceptances for assured allotment have been received for an aggregate of 350,631.096 Offer Shares (representing approximately 97.40% of the total number of the Offer Shares);

• (ii) 364 valid applications for excess Offer Shares have been received for an aggregate of 157,713,651 excess Offer Shares (representing approximately 43.81% of the total number of the Offer Shares).

Accordingly, an aggregate of 508,344,747 Offer Shares were accepted and/or applied for, representing approximately 141.21% of the total number of 360,000,000 Offer Shares under the Open Offer.

The Open Offer, which was underwritten by Automatic Result, became unconditional at 10:00 a.m. on Thursday, 6 April 2006. As a result of the over-subscription of the Offer Shares, the obligations of Automatic Result under the Underwriting Agreement have been discharged.

All subscription monies for the Open Offer have been received by the Company as at the date of this announcement.

EXCESS APPLICATIONS

Regarding the 364 valid applications for Offer Shares applied for by way of excess application, the Directors have resolved to allot, from among the 9,368,904 Offer Shares allotted provisionally but not accepted by Qualifying Shareholders, to the applicants such number of Offer Shares in the following manner:

				(5)
				Approximate
				percentage of
				allocation
				based on the
				total number
		(3)	(4)	of excess
		Total number	Total number	Offer Shares
(1)	(2)	of excess	of Offer	applied for	(6)
Excess Offer Shares	Number of	Offer Shares	Shares	in this	Allotment
applied for	valid applications	applied for	allotted	category (%)	basis
1 to 1,999	244	480,339	38,656	8.05	Note A
2,000 to 30,000	59	335,093	24,000	7.16	Note B
30,001 to 4,000,000	60	36,898,219	2,248,000	6.09	Note C
120,000,000	1	120,000,000	7,058,248	5.88	Note D
	364	157,713,651	9,368,904

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Notes:

• (A) 20 out of 244 applications, each to receive odd lot excess Offer Shares applied for in full by way of balloting.

• (B) 12 out of 59 applications, each to receive a full board lot of 2,000 Offer Shares by way of balloting.

• (C) Allocation at approximately 6.09% of the excess Offer Shares applied for and rounded up to the nearest board lot of 2,000 Offer Shares.

• (D) Allocation at approximately 5.88% of the excess Offer Shares applied for.

The above allocation of excess Offer Shares was based on the level of valid applications received in each tranche of excess Offer Shares set out in column (1) of the above table and (subject to balloting due to excess demand for excess Offer Shares in each tranche of excess Offer Shares) made on a pro-rata basis and on a sliding ratios (that is, the higher the tranche level of the excess Offer Shares applied for, the lower the percentage ratios of excess Offer Shares allocated to such tranche). The Directors consider that the allocation of the excess Offer Shares is on a fair and equitable basis.

SHAREHOLDING STRUCTURE

The following is the shareholding structure of the Company immediately before and after completion of the Open Offer:

	Immediately before	Immediately before	Immediately after
	completion of the Open Offer		completion of the Open	Offer
	Number of Shares	%	Number of Shares	%
Automatic Result_(Note)_	95,000,000	52.78	292,058,248	54.08
Public Shareholders	85,000,000	47.22	247,941,752	45.92
Total:	180,000,000	100	540,000,000	100

Note: Automatic Result is solely and beneficially owned by Mr. Tong Kit Shing (the Chairman and executive Director) and of which Mr. Liu Guoyao is the sole director (an executive Director). As far as is known to the Directors, save as Automatic Result and its associates, no person will become a substantial shareholder of the Company immediately after the Open Offer.

DESPATCH OF CERTIFICATES FOR OFFER SHARES AND COMMENCEMENT OF DEALINGS IN OFFER SHARES

Certificates for the Offer Shares to those Qualifying Shareholders who have validly accepted and/or applied and paid for the Offer Shares and refund cheques in respect of unsuccessful applications for excess Offer Shares to the relevant applicants are expected to be despatched by ordinary post at their own risks on Friday, 7 April 2006. Dealings in the Offer Shares will commence at 9:30 a.m. on Tuesday, 11 April 2006.

By Order of the Board Uni-Bio Science Group Limited Tong Kit Shing Chairman

Hong Kong, 7 April 2006

As at the date of this announcement, the executive Directors are Mr. Tong Kit Shing (Chairman), Mr. Liu Guoyao (Chief Executive Officer) and Mr. Cheng Wai Man; the independent non-executive Directors are Mr. Zhou Yaoming, Mr. Lin Jian and Mr. So Yin Wai.

* For identification purposes only

Please also refer to the published version of this announcement in The Standard.

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