Uni-Bio Science Group Limited — Capital/Financing Update 2017

Aug 3, 2017

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.

This announcement is for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for any securities of the Company.

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UNI-BIO SCIENCE GROUP LIMITED 聯康生物科技集團有限公司*

(Incorporated in the Cayman Islands with limited liability) (Stock code: 0690)

PROPOSED ISSUE OF SHARES AND PROPOSED ISSUE OF UNLISTED WARRANTS: SUPPLEMENTAL AGREEMENTS TO THE SUBSCRIPTION AGREEMENTS

Reference is made to the announcement of Uni-Bio Science Group Limited (“ Company ”) dated 18 July 2017 (“ Announcement ”) in relation to the Subscriptions and the proposed issue of unlisted Warrants under Specific Mandate. Unless otherwise specified, terms used herein shall have the same meanings as those defined in the Announcement.

Subsequent to the entering into of the Subscription Agreements, with a view to allowing the Shareholders to consider the Subscriptions and the issue of unlisted Warrants in totality instead of issuing the relevant securities under two separate mandates, the Company entered into two supplemental agreements on 3 August 2017 with Subscriber A and Subscriber B (“ Supplemental Agreement A ” and “ Supplemental Agreement B ” respectively, and together, the “ Supplemental Agreements ”), whereby each of the parties to Supplemental Agreement A and Supplemental Agreement B agreed that the Subscription Shares will not be issued pursuant to the General Mandate and shall be issued, with the issue of the Warrants and the allotment and issue of the Warrant Shares, in each case, under a specific mandate (“ Specific Mandate ”) to be granted to the directors of the Company at the EGM. As a result of the need to obtain the Specific Mandate for the allotment and issue of the Subscription Shares from the Shareholders, the long stop date for fulfilling the conditions relating to the Completion was extended to 31 December 2017.

• For identification purpose only

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Pursuant to the Subscription Agreements (as supplemented by the Supplemental Agreements), Completion of the Subscriptions will now be conditional on:

• (1) the Stock Exchange granting the approval for the listing of, and permission to deal in, the Subscription Shares (and such approval and permission not subsequently revoked prior to the delivery of the definitive share certificate representing the Subscription Shares at Completion); and

• (2) the passing of resolution(s) by the shareholders of the Company (to the extent they are entitled to vote and not required to abstain on such resolution(s)) at the EGM approving the allotment and issue of the Subscription Shares by the Company under the Specific Mandate.

The conditions above are not capable of being waived by the parties to the Subscription Agreements. If any of the conditions to Completion with respect to the respective Subscription Agreement have not been satisfied at or before 4:00 p.m. on 31 December 2017, such Subscription Agreement shall cease and determine, save and except for the provisions governing the confidentiality obligations and other miscellaneous provisions.

Save for the above changes and certain corresponding changes to the terms of the Subscription Agreements, other terms and conditions of each of the Subscriptions and the issue of the Warrants have remain unchanged.

Accordingly, to allow the Shareholders to consider the Subscriptions and the issue of unlisted Warrants in totality, additional resolution(s) will be proposed for the Shareholders to consider and, if thought fit, approve the Specific Mandate for the issue of the Subscription Shares at the EGM to be convened and held.

In view of the changes to the Subscription Agreements as supplemented by the Supplemental Agreements, the issue of the Warrants to Subscriber A, which is expected to take place concurrent with the issue of the Subscription Shares, will not constitute a connected transaction of the Company under Chapter 14A of the Listing Rules, and the Independent Board Committee will not be formed and an Independent Financial Adviser will not be appointed to advise the Independent Board Committee and the Independent Shareholders as required under the Listing Rules. As at the date of this announcement, to the best knowledge of the Directors, no Shareholder has any material interest in the proposed grant of the Specific Mandate and accordingly, and no Shareholder would be required to abstain from voting in respect of the relevant resolution(s) at the EGM.

A circular containing, among other things, further details of the Subscriptions and the Warrants and a notice convening the EGM will be despatched to the Shareholders as soon as practicable in accordance with the Listing Rules.

On behalf of the Board Uni-Bio Science Group Limited Kingsley Leung Chairman

Hong Kong, 3 August 2017

As at the date of this announcement, the Board comprises two executive Directors, namely, Mr. Kingsley Leung (Chairman) and Mr. Chen Dawei (Vice-Chairman); and three independent non-executive Directors, namely, Dr. Carl Aslan Jason Morton Firth, Mr. Zhao Zhi Gang and Mr. Chow Kai Ming.

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