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Uni-Bio Science Group Limited Capital/Financing Update 2011

Nov 14, 2011

49397_rns_2011-11-14_aa2bc6d1-80a7-42d5-8283-74a7374de360.pdf

Capital/Financing Update

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Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, 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 announcement.

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(incorporated in the Cayman Islands with limited liability)

(stock code: 690)

ANNOUNCEMENT IN COMPLIANCE WITH RULE 13.09 OF THE LISTING RULE

On 24 May 2011, Lelion as borrower and Smart Focus as lender entered into the Loan Agreement pursuant to which Smart Focus has agreed to grant a loan facility up to an aggregate principal amount of HK$300,000,000 to Lelion. The Loan Facility bears interest rate at 6% per annum and is secured by Guarantees.

On 24 May 2011, Lelion Holdings Limited (“ Lelion ”) as borrower and Smart Focus Group Limited (“ Smart Focus ”) as lender entered into a loan agreement (the “ Loan Agreement ”) pursuant to which Smart Focus has agreed to grant a loan facility (the “ Loan Facility ”) up to an aggregate principal amount of HK$300,000,000 to Lelion. The Loan Facility bears interest rate at 6% per annum and is secured by Guarantees.

On 24 May 2011, Smart Focus as beneficiary and (i) Nan Hoo Prpoerties Limited (“ Nan Hoo ”), (ii) Zethanel Prpoerties Limited (“ Zethanel ”) and (iii) Figures Up Trading Limited (“ Figures Up ”) as guarantors, each of Nanhoo, Zethanel and Figures Up, respectively signed a Deed of Charge against their respective Shares in supplement to the Loan Agreement, whereby fixed charges were created on the equity shares of Nan Hoo, Zethanel and Figures Up (collectively “ Guarantors ”) in favour of Smart Focus as the collateral to the loan facility of HK$300,000,000 (“ Guarantee(s) ”). It is a condition precedent of the Loan Agreement that the Guarantors enter into the Guarantees in favour of Smart Focus.

REASONS FOR AND THE BENEFITS OF THE LOAN FACILITY

The principal activities of the Company are investment holding and its subsidiaries are principally engaged in bioscience related business (with focus on the research, development and commerciallisation of biopharmaceuticals through recombinant DNA and other technologies); the manufacture, sale and trading of pharmaceutical products.

The Board considers that this loan facility will further strengthen the Group’s capabilities in the research and development and production of biopharmaceuticals, and therefore securing this loan facility is in the interest of the Company and its shareholders as a whole.

  • For identification purposes only

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To the best of the Board’s information and belief, Smart Focus is an independent third party and is not a connected person of the Company.

DEFINITIONS

In this announcement, the following expressions have the meanings set out below unless the context otherwise requires:

“Board” the board of Directors of the Company
“Borrower” Lelion
“Company” Uni-Bio Science Group Limited, a company incorporated in the
Cayman Islands with limited liability whose shares are listed on
the main board of the Stock Exchange (Stock code: 0690)
“Directors” director(s) of the Company
“Figures Up” Figures Up Trading Limited, a company incorporated and
registered in the British Virgin Islands and a direct subsidiary of
Lelion
“Group” the Company and its subsidiaries
“Guarantee(s)” The Deed(s) of Charge of shares in Nan Hoo; Zethanel and Figures
Up dated 24 May 2011 made between Smart Focus as beneficiary
for the security of the Loan Agreement
“Guarantor(s)” Each of Figures Up, Nan Hoo and Zethanel, whose shares were
pledged to secure the Loan Facility
“Hong Kong” the Hong Kong Special Administrative Region of the PRC
“HK$” Hong Kong dollars, the lawful currency of Hong Kong
“Independent Third Party” person(s) who or company(ies) together with its/their ultimate
beneficial owner(s) which, to the best of the Directors’ knowledge,
information and belief having made all reasonable enquiry, is/are
third party(ies) independent of the Company and its connected
person(s)
“Lelion” Lelion Holdings Limited, a company incorporated and registered
in the British Virgin Islands and a direct subsidiary of the
Company
“Lender” Smart Focus

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“Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange

  • “Loan Agreement” The Loan Agreement dated 24 May 2011 entered into between Smart Focus Limited and Lelion setting out the terms and conditions of the Loan taken out by Lelion

  • “Loan Facility” the loan facility of HK$300,000,000.00 bearing interest rate of 6% per annum as granted by the Lender to the Borrower pursuant to the Loan Agreement

  • “Nan Hoo” Nan Hoo Properties Limited, a company incorporated and registered in the British Virgin Islands and a direct subsidiary of Lelion

  • “PRC” the People’s Republic of China, and for the purpose of the announcement, shall exclude Hong Kong, the Macau Special Administrative Region of the PRC and Taiwan

  • “Shareholder(s)” the holder(s) of the Shares “Smart Focus” Smart Focus Group Limited, a company incorporated and registered in the British Virgin Islands

  • “Stock Exchange” The Stock Exchange of Hong Kong Limited “Zethanel” Zethanel Propereties Limited, a company incorporated and registered in the British Virgin Islands and a direct subsidiary of Lelion

  • “%” per cent.

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

Hong Kong, 14 November 2011

As at the date of this announcement, the executive directors of the Company are Mr TONG Kit Shing and Mr LIU Guoyao and the independent non-executive Directors are Mr ZHOU Yaoming, Mr LIN Jian, Mr. TSAO Hoi Ho, Terry, Mr. LOU Iok Kuong and Mr. LEUNG Ka Chun.

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