Uni-Bio Science Group Limited - Capital/Financing Update 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.

==> picture [25 x 25] intentionally omitted <==

==> picture [31 x 37] intentionally omitted <==

==> picture [24 x 29] intentionally omitted <==

==> picture [117 x 50] intentionally omitted <==

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 UNDER GENERAL MANDATE AND PROPOSED ISSUE OF UNLISTED WARRANTS UNDER SPECIFIC MANDATE

PROPOSED ISSUE OF SHARES AND UNLISTED WARRANTS

On 18 July 2017, the Company entered into two separate Subscription Agreements with Subscriber A and Subscriber B. Pursuant to the Subscription Agreement A, the Company has conditionally agreed to allot and issue, and Subscriber A has conditionally agreed to subscribe for, 873,360,000 Subscription Shares. Pursuant to the Subscription Agreement B, the Company has conditionally agreed to allot and issue, and Subscriber B has conditionally agreed to subscribe for, 154,120,000 Subscription Shares. All the Subscription Shares will be issued at the Subscription Price of HK$0.138 per Subscription Share.

The total number of 1,027,480,000 Subscription Shares to be allotted and issued under the Subscriptions represents (i) approximately 20.00% of the issued share capital of the Company as at the date of this announcement; and (ii) approximately 16.67% of the issued share capital of the Company as enlarged by the issue of the Subscription Shares (assuming that there is no change in the issued share capital of the Company from the date of this announcement and up to Completion other than as a result of the Subscriptions). All the Subscription Shares are subject to a Lock-up Period of twelve months from the Completion Date. The Subscription Shares will be issued under the General Mandate.

The aggregate gross proceeds of the Subscriptions will be approximately HK$141.8 million and the aggregate net proceeds of the Subscriptions, after deduction of expenses, are estimated to be approximately HK$141.5 million, representing a net issue price of approximately HK$0.138 per Subscription Share. It is proposed that the net proceeds from the Subscriptions will be used for development of future generations of the Group’s pipeline products, in-licensing new products for the PRC market, and general working capital.

For identification purpose only

In consideration of the Subscribers to subscribe for the Subscription Shares and entering into the Subscription Agreements, pursuant to the terms of the Subscription Agreements, the Company, pursuant to the Specific Mandate, will issue the Warrants to the Subscribers, representing an aggregate exercise moneys of up to HK$52,992,281. The Warrants will entitle the holders thereof to subscribe for Shares at an initial Warrant Exercise Price of HK$0.2063 per Warrant Share up to such aggregate exercise moneys.

The issue of the Warrants is conditional, among other conditions, the Completion of the Subscriptions. The Warrant Shares will be issued under the Specific Mandate to be sought at the EGM. No listing of the Warrants will be sought on the Stock Exchange or any other stock exchanges.

Assuming the Warrants representing exercise moneys of HK$52,992,281 are issued, the Warrant Subscription Rights attaching to the Warrants, if exercised in full, will entitle the holders thereof to subscribe for up to 256,870,000 Warrant Shares at the initial Warrant Exercise Price of HK$0.2063 per Warrant Share. Such 256,870,000 Warrant Shares represents (i) approximately 5.00% of the issued share capital of the Company as at the date of this announcement; (ii) approximately 4.17% of the issued share capital of the Company immediately after Completion as enlarged by the issue of the Subscription Shares (assuming that there is no other change in the issued share capital of the Company); and (iii) approximately 4.00% of the issued share capital of the Company immediately after Completion as enlarged by the issue of the Subscription Shares and all such Warrant Shares (assuming that there is no other change in the issued share capital of the Company).

GENERAL

In view of the fact that Subscriber A, upon Completion of the Subscription A, shall have become a substantial shareholder of the Company holding approximately 14.17% of the enlarged share capital of the Company, Subscriber A would become a connected person of the Company and accordingly, the issue of the Warrants to Subscriber A constitutes a connected transaction of the Company under Chapter 14A of the Listing Rules and the grant of the Specific Mandate, is subject to the reporting, announcement and the Independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules.

The Independent Board Committee comprising all of the independent non-executive Directors has been established to advise and provide recommendation to the Independent Shareholders on the grant of the Specific Mandate and the transactions contemplated thereunder and to advise the Independent Shareholders on how to vote. In this connection, the Company will appoint an Independent Financial Adviser to advise the Independent Board Committee and the Independent Shareholders as to whether the grant of the Specific Mandate, is fair and reasonable and are in the interests of the Company and the Shareholders as a whole, and to advise the Independent Shareholders on how to vote.

The EGM will be convened and held to consider and, if thought fit, pass the requisite resolution(s) to approve (i) the Specific Mandate for the issue of the Warrants, and the allotment and issue of the Warrant Shares upon exercise of the Warrant Subscription Rights and (ii) the issue of the Warrants and the possible allotment and issue of the Warrant Shares, in each case, to Subscriber A as a connected transaction.

A circular containing, among other things, (i) further details of the Warrants; (ii) the recommendation from the Independent Board Committee to the Independent Shareholders in relation to the grant of the Specific Mandate and the transactions contemplated thereunder; (iii) a letter of advice from the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders; and (iv) a notice convening the EGM will be despatched to the Shareholders as soon as practicable in accordance with the Listing Rules.

The Board is pleased to announce that after trading hours on 18 July 2017, the Company and the Subscribers entered into the Subscription Agreements in relation to the Subscriptions. In consideration of the Subscribers to subscribe for the Subscription Shares and entering into the Subscription Agreements, pursuant to the terms of each of the Subscription Agreements, the Company, pursuant to the Specific Mandate, will issue the Warrants to the Subscribers, representing an aggregate exercise moneys of up to HK$52,992,281.

Details of the Subscriptions and the Warrants are set out below.

THE SUBSCRIPTION AGREEMENTS

Date : 18 July 2017 Issuer : The Company Subscribers : Subscription Agreement A: Vital Vigour Limited, a company incorporated in Cayman Islands with limited liability engaged in investment holding. Subscriber A is a wholly owned subsidiary of HeungKong Great Health GP Limited, which is acting for and on behalf of, and as the general partner of, HeungKong Great Health Fund I. The HeungKong Great Health Fund I is established by Futec International Holdings Limited, which is an affiliate of the HeungKong group, a PRC based conglomerate with business segments ranging from trade logistics, industrial development, healthcare, financial investments, education, development and construction.

Subscription Agreement B: Wynhaus Assets Management Pte. Ltd., a company incorporated in Singapore with limited liability. Subscriber B is principally engaged in asset management and investment holding.

To the best of the Directors’ knowledge, information and belief having made all reasonable enquiries, each of Subscriber A and Subscriber B and their respective ultimate controlling shareholder(s) is an Independent Third Party.

The Subscriptions

Subscription Shares

: Pursuant to the Subscription Agreements, the Company has conditionally agreed to allot and issue, and the Subscribers have conditionally agreed to subscribe for the Subscription Shares, as to:

(i) 873,360,000 Subscription Shares by Subscriber A; and

(ii) 154,120,000 Subscription Shares by Subscriber B (or its nominee).

The total number of 1,027,480,000 Subscription Shares (of an aggregate nominal value of HK$10,274,800.00) to be allotted and issued under the Subscriptions represents (i) approximately 20.00% of the issued share capital of the Company as at the date of this announcement; and (ii) approximately 16.67% of the issued share capital of the Company as enlarged by the issue of the Subscription Shares (assuming that there is no change in the issued share capital of the Company from the date of this announcement and up to Completion other than as a result of the Subscriptions).

Subscription Price

: The Subscription Price is HK$0.138 per Subscription Share, which represents:

(i) a discount of approximately 16.36% to the closing price of HK$0.165 per Share as quoted on the Stock Exchange on the Last Trading Day; and
(ii) a discount of approximately 7.88% to the average closing price of HK$0.1498 per Share as quoted on the Stock Exchange for the last five consecutive trading days prior to the Last Trading Day.

The Subscription Price was determined after arm’s length negotiations between the Company and the Subscribers with reference to the recent market prices of the Shares. The Directors consider that the Subscription Price is fair and reasonable based on the current market conditions and in the interests of the Company and the Shareholders as a whole.

Payment

Conditions Precedent

: The Subscribers shall pay their respective aggregate Subscription Prices to the Company in cash upon Completion.
: Completion of each of the Subscriptions shall be subject to the satisfaction of the condition that the Stock Exchange having granted the approval for the listing of, and permission to deal in, the respective 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).

Under each of the respective Subscription Agreements, the conditions precedent are not capable of being waived by either the Company or the relevant Subscriber. If any of the conditions with respect to the respective Subscription Agreement have not been satisfied at or before 4:00 p.m. on 8 August 2017, such Subscription Agreement shall cease and determine, save and except for the provisions governing the confidentiality obligations and other miscellaneous provisions.

Completion Date : Completion of the relevant Subscription shall take place on the fifth Business Day after the satisfaction of all the conditions under the relevant Subscription Agreement as referred to above (other than those condition(s) which can only be fulfilled at Completion) (or such other date as may be agreed by the Company and the relevant Subscriber in writing).
Ranking : The Subscription Shares, when fully paid and allotted and issued, will rank pari passu in all respects among themselves and with the Shares in issue on the date of allotment and issue of the Subscription Shares.
Listing : The Company will apply to the Stock Exchange for the listing of, and permission to deal in, the Subscription Shares.
Lock-up Undertaking : Under each of the Subscription Agreements, each of the Subscribers has undertaken that during a period of 12 months from the Completion Date (“ Lock-up Period ”), it shall not, without the prior written consent of the Company, transfer or otherwise dispose of nor enter into any memorandum or agreement to transfer or otherwise dispose of or otherwise create any options, rights, interests or Encumbrances in respect of, either directly or indirectly, conditionally or unconditionally, the Subscription Shares.

General Mandate to issue the Subscription Shares

The Subscription Shares will be allotted and issued pursuant to the General Mandate granted to the Directors at the AGM held on 23 June 2017. Under the General Mandate, the Company is authorised to issue up to 1,027,497,629 new Shares until the revocation, variation or expiration of the General Mandate. The Company has not exercised the power to allot and issue any new shares of the Company pursuant to the General Mandate prior to the entering into of the Subscription Agreements.

The allotment and issue of the Subscription Shares is not subject to any additional Shareholders’ approval.

The Warrants

Pursuant to the terms of each of the Subscription Agreements, in consideration of the Subscribers to subscribe for the Subscription Shares and entering into the Subscription Agreements, the Company, pursuant to the Specific Mandate, will issue the Warrants to the Subscribers, representing an aggregate exercise moneys of up to HK$52,992,281, as to:

(1) exercise moneys of HK$45,043,542 to be issued to Subscriber A; and
(2) exercise moneys of HK$7,948,739 to be issued to Subscriber B (or its nominee).

No additional monetary consideration is required to be paid by the Subscribers to the Company for the issue of the Warrants, but the Subscribers will have to pay for the Warrant Shares at the Warrant Exercise Price upon exercising the Warrant Subscription Rights.

The principal terms of the Warrants were arrived at after arm’s length negotiations between the Subscribers and the Company and are summarised as follows:

Status : The Warrants will be constituted by way of deed poll to be executed by the Company (i.e. the Warrant Instrument). The Warrants will rank pari passu in all respects among themselves.
Form : The Warrants will be issued upon completion in registered form. Definitive certificates will be issued to the holders of the Warrants.
Subscription period : The Warrant Subscription Rights may be exercised at any time from the date of issue of the Warrants until 4:00 p.m. (Hong Kong time) on the third anniversary of the issue date (or, if that is not a Business day, the first Business Day immediately following such date) (both dates inclusive), subject to earlier termination as provided in the Warrant Instrument.
Number of Warrants Shares : The Warrants conferring the rights to the holders thereof to subscribe for up to HK$52,992,281 in aggregate for the Warrant Shares.

(i) approximately 5.00% of the issued share capital of the Company as at the date of this announcement;
(ii) approximately 4.17% of the issued share capital of the Company immediately after Completion as enlarged by the issue of the Subscription Shares (assuming that there is no other change in the issued share capital of the Company); and
(iii) approximately 4.00% of the issued share capital of the Company immediately after Completion as enlarged by the issue of the Subscription Shares and all such Warrant Shares (assuming that there is no other change in the issued share capital of the Company).
Warrant Exercise Price : The initial Warrant Exercise Price is HK$0.2063 per Warrant Share, representing:

(i) a premium of approximately 25.03% to the closing price of HK$0.165 per Share as quoted on the Stock Exchange on the Last Trading Day; and
(ii) a premium of approximately 37.72% to the average closing price of HK$0.1498 per Share as quoted on the Stock Exchange for the last five consecutive trading days prior to the Last Trading Day.

The initial Warrant Exercise Price set out above was determined based on the arm’s length negotiations between the Company and the Subscribers, taking into account the recent market prices of the Shares. The Directors consider that the terms of the Warrants (including the Warrant Exercise Price) are on normal commercial terms and are fair and reasonable and in the best interest of the Company and the Shareholders as a whole.

Adjustment to the Warrant : The Warrant Exercise Price shall be subject to adjustment upon occurrence Exercise Price of the following events:

(i) an alteration of the nominal amount of the Shares by reason of any consolidation, sub-division, reclassification or redenomination;
(ii) an issue (other than in lieu of a cash dividend) by the Company of Shares credited as fully paid by way of capitalisation of profits or reserves (including any share premium account or capital redemption reserve fund);
(iii) a capital distribution being made by the Company, whether on a reduction of capital or otherwise, to the Shareholders in their capacity as such or the grant to the shareholders the right to acquire for cash assets of the Group;
(iv) an offer or grant being made by the Company to the Shareholders by way of rights or of options or warrants to subscribe for new Shares at a price which is less than 85% of the market price of the Shares;
(v) an issue wholly for cash being made by the Company or any other company of securities convertible into or exchangeable for or carrying rights of subscription for new Shares, if in any case the total effective consideration per Share is less than 85% of the market price of the Shares, or the terms of any such issue being altered so that the said total effective consideration is less than 85% of the market price of the Shares;

(vi) an issue being made by the Company wholly for cash of Shares (other than pursuant to any employee share option scheme) at a price less than 85% of the market price of the Shares;
(vii) a cancellation of any Shares repurchased by the Company in circumstances where the Directors consider that it may be appropriate to make an adjustment to the subscription price; and
(viii) in case of any reorganisation of the share capital of the Company (other than a consolidation, sub-division, reclassification or redenomination of Shares otherwise provided for above), or any merger or consolidation of the Company with or into another corporation, or the sale of all or substantially all the assets of the Company.

Save for the adjustments as set out above, the Warrant Exercise Price will not be subject to any other adjustments.

Rights of the Warrant Shares: The Warrant Shares that fall to be issued upon the exercise of the Warrant Subscription Rights will rank pari passu in all respects with the Shares in issue on the relevant date of registration of the name of the relevant holder(s) of the Warrants on the register of members of the Company as holder of such Warrant Shares.

Transferability : The Warrants are transferable, in whole amounts or multiples of units of Warrant Subscription Rights of HK$206,300 or, subject to the agreement by the Company in such other denomination, and any transfer of the Warrants to any connected person shall be subject to the requirements that the Stock Exchange may impose from time to time.
Rights of Warrants : The holders of the Warrants will not have any right to attend or vote at any meeting of the Company by virtue of them being the holders of the Warrants. The holders of the Warrants shall not have the right to participate in any distributions and/or offers of further securities made by the Company.
Conditions precedent : The issue of the Warrants by the Company is subject to the fulfilment of each of the following conditions (none of which may be waived):
(1) the Completion having taken place;
(2) the Stock Exchange granting the approval for the listing of, and permission to deal in, the Warrant Shares; and

(3) the passing of resolution(s) by the Shareholders (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 Warrant Shares by the Company under the Specific Mandate, the issue of the Warrants to the relevant Subscriber and the issue of the Warrant Shares upon exercise of the Warrant Subscription Rights pursuant to the Warrant Instrument.

If any of the conditions above have not been satisfied at or before 4:00 p.m. on 31 December 2017, none of the Company or the relevant Subscriber shall be obliged to proceed with the Warrant Closing.

Warrant Closing

: The Warrant Closing shall take place on the fifth Business Day after the satisfaction of all the conditions as referred to above (or such other date as may be agreed by the Company and the relevant Subscriber in writing).
Listing : The Company will apply to the Stock Exchange for the listing of, and permission to deal in, the Warrant Shares. No application for the listing of the Warrants has been or will be made.

Specific Mandate to issue the Warrant Shares

The Warrant Shares will be issued under the Specific Mandate to be sought at the EGM.

REASONS FOR THE SUBSCRIPTIONS AND ISSUE OF THE WARRANTS

The Group is principally engaged in the research, development, manufacture and commercialisation of biopharmaceuticals through recombinant DNA and other technologies, focused on addressing high unmet medical needs in diseases such as diabetes, ophthalmology and dermatology via the development and commercialisation of innovative therapies.

The Directors are of the view that the Subscriptions can strengthen the financial position of the Group and provide working capital to the Group to meet any future development and obligations. The Subscriptions also represent a good opportunity to broaden the shareholders’ base and the capital base of the Company. The Company understands that the Subscribers intends to hold a long-term interest in the Company and the Subscriptions would bring in the Subscribers as strategic investors of the Company. The issue of the Warrants offers the Company an opportunity to issue new Shares at a premium to the prevailing market price of the Shares to raise further fund when the Warrant Subscription Rights are exercised. The Directors are of the view that terms of the Subscription Agreements and the Warrants are on normal commercial terms and are fair and reasonable and in the interests of the Company and the Shareholders as a whole.

The aggregate gross proceeds of the Subscriptions will be approximately HK$141.8 million and the aggregate net proceeds of the Subscriptions, after deduction of expenses, are estimated to be approximately HK$141.5 million, representing a net issue price of approximately HK$0.138 per Subscription Share. It is intended that all net proceeds from the Subscriptions will be used for development of future generations of the Group’s pipeline products, in-licensing new products for the PRC market, and general working capital.

Upon exercise in full of the Warrant Subscription Rights at the initial Warrant Exercise Price (assuming that the aggregate amount of the Warrants have been issued by the Company), the Company will receive gross proceeds of approximately HK$53.0 million and the aggregate net proceeds, after deduction of expenses, are estimated to be approximately HK$52.9 million, representing a net issue price of approximately HK$0.2063 per Warrant Share. The Company intends to use such proceeds for research and development project.

CHANGES IN SHAREHOLDING STRUCTURE

The shareholding structure of the Company (1) as at the date of this announcement; (2) immediately after Completion of the Subscriptions; and (3) immediately after the exercise in full of the Warrant Subscription Rights in the event that the Warrants have been issued (assuming that there is no other change the issued share capital of the Company) are as follows:

Shareholders Lord Profit Limited (Note 1) Automatic Result Limited (Note 2) Overseas Capital Assets Limited (Note 3) Chen Dawei (Note 4) Subscriber A Subscriber B Other Shareholders Total	(1) As at the date of this announcement Number of Shares % 616,301,016 12.00 914,576,016 17.80 657,180,000 12.79 315,955,516 6.15 – – – – 2,633,475,599 51.26 5,137,488,147 100.00	(2) Immediately after Completion of the Subscriptions Number of Shares % 616,301,016 10.00 914,576,016 14.83 657,180,000 10.66 315,955,516 5.12 873,360,000 14.17 154,120,000 2.50 2,633,475,599 42.72 6,164,968,147 100.00	(3) Immediately after the exercise of the Warrant Subscription Rights in full in the event that the Warrants have been issued Number of Shares % 616,301,016 9.60 914,576,016 14.24 657,180,000 10.23 315,955,516 4.92 1,091,700,000 17.00 192,650,000 3.00 2,633,475,599 41.01 6,421,838,147 100.00	(3) Immediately after the exercise of the Warrant Subscription Rights in full in the event that the Warrants have been issued Number of Shares % 616,301,016 9.60 914,576,016 14.24 657,180,000 10.23 315,955,516 4.92 1,091,700,000 17.00 192,650,000 3.00 2,633,475,599 41.01 6,421,838,147 100.00
				100.00

Notes:

Lord Profit Limited is wholly owned by Mr. Kingsley Leung, an executive Director and chairman of the Board.
Automatic Result Limited is wholly owned by MJKPC Holdings Limited, which is a family trust which Mr. Kingsley Leung is one of the discretionary objects.
Based on the notice of disclosure of interest of Overseas Capital Assets Limited dated 19 June 2014.
Mr. Chen Dawei is an executive Director and vice chairman of the Board. The above does not take into account the Shares which may be issued to Mr. Chen Dawei pursuant to the terms of the executive director service contract dated 13 January 2017 entered into between the Company and Mr. Chen Dawei in relation to the appointment of Mr. Chen Dawei as an executive Director, further particulars of which are set out in the circular of the Company dated 8 June 2017.
Certain percentage figures included in the above tables have been subject to rounding adjustments. Accordingly, figures shown as totals may not be an arithmetic aggregation of the figures preceding them.

FUND RAISING ACTIVITIES IN THE PAST TWELVE-MONTHS

The Company has not carried out any fund raising activities during the 12 months immediately preceding the date of this announcement.

LISTING RULES IMPLICATIONS

None of the Directors had material interests in the transactions contemplated under the Subscription Agreements and the Warrant Instrument and accordingly, no Director was required to abstain on the resolutions to approve the Subscription Agreements, the Warrant Instrument and the transactions contemplated thereunder.

GENERAL

The EGM will be convened and held to consider and, if thought fit, pass the requisite resolution(s) to approve (i) the Specific Mandate for the issue of the Warrants and the allotment and issue of the Warrant Shares upon exercise of the Warrants and (ii) the issue of the Warrants and the possible allotment and issue of the Warrant Shares, in each case, to Subscriber A as a connected transaction. 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, all shareholders are entitled to vote at the EGM. In the event that Completion of the Subscriptions had taken place before the EGM, to the best knowledge of the Directors, save that each of Subscriber A and Subscriber B, who will by then as a result of Completion, held 873,360,000 Shares and 154,120,000 Shares respectively, and their respective associates, are required to abstain from voting on the resolution(s) to be proposed at the EGM, no other Shareholder has any material interest in the grant of the Specific Mandate and the transactions contemplated thereunder and no other Shareholder would be required to abstain from voting in respect of the relevant resolution(s) at the EGM.

DEFINITIONS

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

“AGM”	the annual general meeting of the Company held on 23 June 2017 at
	which, among other things, the General Mandate was granted to the
	Directors
“associate”	has the meaning ascribed to it under the Listing Rules
“connected person”	has the meaning ascribed to it under the Listing Rules
“Board”	the board of Directors
“Business Day”	a day (excluding a Saturday, Sunday or public holiday and any day
	on which a tropical cyclone warning signal no. 8 or above is hoisted
	or remains hoisted between 9:00 a.m. and 12:00 noon and is not
	lowered at or before 12:00 noon or on which a “black” rainstorm
	warning signal is hoisted or remains in effect between 9:00 a.m.
	and 12:00 noon and is not discontinued at or before 12:00 noon) on
	which licensed banks in Hong Kong are generally open for business
	throughout their normal business hours
“Company”	Uni-Bio Science Group Limited, a company incorporated in the
	Cayman Islands with limited liability, the Shares of which are listed
	on the Stock Exchange
“Completion”	completion of the relevant Subscription(s)
“Completion Date”	the 5th Business Day after the satisfaction of all the conditions under
	the relevant Subscription Agreement (other than those condition(s)
	which can only be fulfilled at Completion) (or such other date as
	may be agreed by the Company and the relevant Subscriber in
	writing), being the date on which Completion shall take place
“Director(s)”	the director(s) of the Company
“EGM”	the extraordinary general meeting of the Company to be convened to
	consider, and if thought fit, to approve (i) the grant of the Specific
	Mandate for the issue of the Warrants and the allotment and issue of
	the Warrant Shares upon exercise of the Warrant Subscription Rights
	and (ii) the issue of the Warrants and the possible allotment and issue
	of the Warrant Shares, in each case, to Subscriber A as a connected
	transaction
“General Mandate”	the general mandate granted to the Directors at the AGM to allot,
	issue or otherwise deal with additional shares in the capital of the
	Company

the Company and its subsidiaries

“Group”

“HK$”

Hong Kong dollar(s), the lawful currency of Hong Kong

“Hong Kong”

the Hong Kong Special Administrative Region of the PRC

“Independent Board Committee”

an independent committee of the Board (which comprises all the independent non-executive Directors) established to advise the Independent Shareholders with regard to the issue of the Warrants including the grant of the Specific Mandate and the transactions contemplated thereunder

“Independent Financial Adviser” an independent financial adviser to be appointed for the purpose of advising the Independent Board Committee and the Independent Shareholders as to the issue of the Warrants including the grant of the Specific Mandate and the transactions contemplated thereunder “Independent Shareholders” those Shareholders who do not have any material interest in the issue of the Warrants including the grant of the Specific Mandate and the transactions contemplated thereunder “Independent Third Party” third party independent of the Company and the connected persons of the Company “Last Trading Day” 18 July 2017, being the date of the Subscription Agreements “Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange “PRC” the People’s Republic of China “Share(s)” ordinary share(s) of HK$0.01 each in the share capital of the Company “Shareholder(s)” shareholder(s) of the Company “Specific Mandate” the specific mandate to be sought from the Independent Shareholders at the EGM for the issue of the Warrants and the allotment and issue of the Warrant Shares upon the exercise of the Warrant Subscription Rights “Stock Exchange” The Stock Exchange of Hong Kong Limited “Subscriber A” Vital Vigour Limited, a company incorporated in Cayman Islands with limited liability. “Subscriber B” Wynhaus Assets Management Pte. Ltd., a company incorporated in Singapore with limited liability

“Subscribers”	collectively, Subscriber A and Subscriber B, and a “Subscriber” shall
	be construed accordingly
“Subscription A”	the subscription of 873,360,000 Subscription Shares by Subscriber A
	under the Subscription Agreement A
“Subscription B”	the subscription of 154,120,000 Subscription Shares by Subscriber B
	(or its nominee) under the Subscription Agreement B
“Subscriptions”	collectively, the Subscription A and the Subscription B
“Subscription Agreement A”	the subscription agreement dated 18 July 2017 entered into between
	by the Company and Subscriber A in relation to the Subscription A
	and the transactions contemplated thereunder
“Subscription Agreement B”	the subscription agreement dated 18 July 2017 entered into between
	by the Company and Subscriber B in relation to the Subscription B
	and the transactions contemplated thereunder
“Subscription Agreements”	collectively, the Subscription Agreement A and the Subscription
	Agreement B, and a “Subscription Agreement” shall be construed
	accordingly
“Subscription Price”	the subscription price of HK$0.138 per Subscription Share
“Subscription Shares”	the total of 1,027,480,000 new Shares to be allotted and issued to
	the Subscribers under the Subscription Agreements and each, a
	“Subscription Share”
“substantial shareholder”	has the meaning ascribed to it under the Listing Rules
“Warrant Closing”	completion of the issue of the Warrants
“Warrant Exercise Price”	the initial subscription price of HK$0.2063 per Warrant Share
	(subject to adjustments) at which holders of the Warrants may
	subscribe for the Warrant Shares
“Warrant Instrument”	the deed poll constituting the Warrants to be executed by the
	Company upon the Warrant Closing
“Warrant Shares”	the new Shares which may fall to be allotted and issued upon the
	exercise of the Warrant Subscription Rights, and each, a “Warrant
	Share”
“Warrant Subscription Rights”	the subscription rights that are attached to the Warrants

“Warrants”

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

unlisted warrants to be issued by the Company to the Subscribers entitling the holders thereof to subscribe in cash for up to an aggregate amount of HK$52,992,281 for the Warrant Shares at the Warrant Exercise Price at any time for the period commencing from the date of issue of the Warrants and ending on the third anniversary thereof (or if that is not a Business Day, the first Business Day immediately following such date) (both days inclusive)

“%”

per cent.

Hong Kong, 18 July 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.

For identification purpose only

AI assistant

Uni-Bio Science Group Limited Capital/Financing Update 2017

49397_rns_2017-07-18_6dd7ea95-b59b-4d1c-8cb2-cf07c7107d13.pdf

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

PROPOSED ISSUE OF SHARES UNDER GENERAL MANDATE AND PROPOSED ISSUE OF UNLISTED WARRANTS UNDER SPECIFIC MANDATE

PROPOSED ISSUE OF SHARES AND UNLISTED WARRANTS

GENERAL

THE SUBSCRIPTION AGREEMENTS

The Subscriptions

General Mandate to issue the Subscription Shares

The Warrants

Specific Mandate to issue the Warrant Shares

REASONS FOR THE SUBSCRIPTIONS AND ISSUE OF THE WARRANTS

CHANGES IN SHAREHOLDING STRUCTURE

Notes:

FUND RAISING ACTIVITIES IN THE PAST TWELVE-MONTHS

LISTING RULES IMPLICATIONS

GENERAL

DEFINITIONS

AI assistant

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

49397_rns_2017-07-18_6dd7ea95-b59b-4d1c-8cb2-cf07c7107d13.pdf

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

PROPOSED ISSUE OF SHARES UNDER GENERAL MANDATE AND PROPOSED ISSUE OF UNLISTED WARRANTS UNDER SPECIFIC MANDATE

PROPOSED ISSUE OF SHARES AND UNLISTED WARRANTS

GENERAL

THE SUBSCRIPTION AGREEMENTS

The Subscriptions

General Mandate to issue the Subscription Shares

The Warrants

Specific Mandate to issue the Warrant Shares

REASONS FOR THE SUBSCRIPTIONS AND ISSUE OF THE WARRANTS

CHANGES IN SHAREHOLDING STRUCTURE

Notes:

FUND RAISING ACTIVITIES IN THE PAST TWELVE-MONTHS

LISTING RULES IMPLICATIONS

GENERAL

DEFINITIONS

More from Uni-Bio Science Group Limited

Uni-Bio Science Group Limited Capital/Financing Update 2017