Uni-Bio Science Group Limited — Proxy Solicitation & Information Statement 2003

Jul 31, 2003

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in doubt as to any aspect of this circular, 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 New Spring Holdings Limited (the “Company”), you should at once hand this circular and the accompanying form of proxy to the purchaser or 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 the transferee.

The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) takes no responsibility for the contents of this circular, 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 circular.

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PROPOSALS FOR GENERAL MANDATES TO ISSUE AND TO REPURCHASE SHARES

A notice convening an annual general meeting of the Company to be held at 10th Floor, Fook Hing Factory Building, 33 Lee Chung Street, Chai Wan, Hong Kong on 22nd August 2003 at 11:00 a.m. at which the proposals as referred to in this circular will be considered is set out in the annual report of the Company for the year ended 31 March 2003 despatched to the shareholders of the Company together with this circular. Whether or not you intend to attend the meeting, you are requested to complete the accompanying 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, Abacus Share Registrars Limited at Ground Floor, Bank of East Asia Harbour View Centre, 56 Gloucester Road, Wanchai, Hong Kong as soon as possible and in any event not later than 48 hours before the time appointed for holding of the meeting or any adjournment thereof.

* For identification only

30th July, 2003

LETTER FROM THE BOARD

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Executive Directors: Mr. Ng Man Chan (Chairman) Ms. Li Mi Lai Mr. Chan Fuk Wah

Non-Executive Director

Mr. Tong Hing Chi

Independent Non-Executive Directors: Mr. Lee Man Kwong Mr. Leung Siu Cheung

Registered office: P.O. Box 2681 GT Century Yard Cricket Square Hutchins Drive George Town Grand Cayman British West Indies

Principal place of business: 9th and 10th Floors Fook Hing Factory Building 33 Lee Chung Street Chai Wan Hong Kong

30th July, 2003

To the shareholders of the Company (the “Shareholders”)

Dear Sir or Madam,

PROPOSALS FOR GENERAL MANDATES TO ISSUE AND TO REPURCHASE SHARES

I. INTRODUCTION

At the annual general meeting of the Company held on 23 August 2002, resolutions were passed by the then shareholders of the Company giving general mandates to the directors of the Company (the “Directors”) to issue and allot shares of the Company and to exercise the powers of the Company to repurchase its own shares. These general mandates will lapse at the conclusion of the forthcoming annual general meeting of the Company to be convened on 22nd August 2003 at 10th Floor, Fook Hing Factory Building, 33 Lee Chung Street, Chai Wan, Hong Kong at 11:00 a.m. (the “AGM”). Resolutions will therefore be proposed by the Directors to you at the AGM to renew the grant of these general mandates.

* For identification only

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LETTER FROM THE BOARD

II. GENERAL MANDATES

1. General Mandate to Issue Shares

At the AGM, a resolution will be proposed to seek your approval to grant to the Directors a general mandate to allot, issue and deal with shares of the Company representing up to 20% of the aggregate nominal value of the Company’s issued share capital as at the date of the passing of such resolution (the “Issue Mandate”). In addition, another resolution will be proposed to authorise the extension of the Issue Mandate, which would increase the limit of the Issue Mandate by adding to it the number of shares repurchased by the Company under the Repurchase Mandate (as defined below).

2. General Mandate to Repurchase Shares

Resolution will be proposed at the AGM to give a general mandate to the Directors to exercise the powers of the Company to repurchase shares of the Company up to a maximum of 10% of the aggregate nominal value of the Company’s issued share capital as at the date of the passing of such resolution (the “Repurchase Mandate”).

An explanatory statement required to be sent to you in compliance of the requirements under the Rules Governing the Listing of Securities on The Stock Exchange (the “Listing Rules”) is contained in the Appendix hereto.

III. AGM

A notice convening the AGM for the purpose of considering and, if thought fit, passing the resolutions relating to the proposals as mentioned herein is set out in the annual report of the Company for the year ended 31 March 2003. Whether or not you intend to attend the AGM, you are requested to complete the accompanying form of proxy and return it to the Company’s branch share registrar and transfer office in Hong Kong, Abacus Share Registrars Limited at Ground Floor, Bank of East Asia Harbour View Centre, 56 Gloucester Road, Wanchai, Hong Kong in accordance with the instructions printed thereon not less than 48 hours before the time appointed for holding the AGM. Completion and return of the proxy form will not prevent you from attending and voting at the AGM.

IV. RECOMMENDATION

The Directors are of the opinion that the granting of the Issue Mandate and the Repurchase Mandate to the Directors are in the best interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend that all the Shareholders should vote in favour of the resolutions to be proposed at the AGM in respect thereof.

V. GENERAL

Your attention is drawn to the Appendix to this circular.

Yours faithfully, For and on behalf of the Board of New Spring Holdings Limited NG MAN CHAN Chairman

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EXPLANATORY STATEMENT

APPENDIX

This Appendix serves as an explanatory statement, as required by the Listing Rules, to provide the requisite information to you for your consideration of the proposed Repurchase Mandate.

SHARE REPURCHASE

The rules on share repurchase permit companies whose primary listings are on the Stock Exchange to repurchase their fully paid up securities on the Stock Exchange subject to certain restrictions. The most important of which are summarised as follows:

(a) Source of funds

Repurchase must be made out of funds which are legally available for the purpose and in accordance with the company’s constitutive documents and the laws of the Cayman Islands in which the company is incorporated or otherwise established.

(b) Maximum number of securities to be repurchased and subsequent issues

The total number of shares which a company is authorised to repurchase on the Stock Exchange are shares which represent up to a maximum of 10% of the issued share capital of a company at the date of passing of the resolution granting the general mandate.

SHARE CAPITAL

As at the 28th July 2003 (being the latest practicable date prior to the printing of this circular for the purpose of ascertaining certain information contained herein) (the “Latest Practicable Date”), the issued share capital of the Company comprised 180,000,000 Shares of HK$0.01 each in the capital of the Company (the “Shares”).

Subject to the passing of the resolution by the Shareholders approving the grant of the Repurchase Mandate at the AGM and on the basis that no further Shares will be issued or repurchased prior to the AGM, the Company would be allowed under the Repurchase Mandate to repurchase a maximum of 18,000,000 Shares.

REASONS FOR REPURCHASE

Repurchase of Shares will only be made when the Directors believe that such a repurchase will benefit the Company and the Shareholders. Such repurchases may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net assets of the Company and/or its earnings per Share.

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EXPLANATORY STATEMENT

APPENDIX

MATERIAL ADVERSE IMPACT

There might be material adverse impact on the working capital or gearing position of the Company (as compared with the position disclosed in the audited accounts of the Company for the year ended 31 March, 2003) in the event that the proposed repurchases of Shares were to be carried out in full at any time during the proposed repurchase period. However, the Directors do not propose to exercise the Repurchase Mandate to such extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or the gearing levels which in the opinion of the Directors are from time to time appropriate for the Company.

SHARE PRICES

The highest and lowest prices at which the Shares were traded on the Stock Exchange during each of the previous 12 months before the Latest Practicable Date were as follows:

	Share	price
	Highest	Lowest
	HK$	HK$
2002
July	1.09	1.01
August	1.10	0.93
September	0.94	0.88
October	1.00	0.92
November	0.96	0.91
December	0.99	0.90
2003
January	0.89	0.65
February	0.74	0.68
March	0.83	0.74
April	0.83	0.73
May	0.80	0.73
June	0.88	0.73

DISCLOSURE OF INTERESTS

None of the Directors and connected persons (as defined in the Listing Rules) nor, to the best of their knowledge having made all reasonable enquiries, their associates, have any present intention to sell Shares to the Company in the event that the Repurchase Mandate is approved.

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EXPLANATORY STATEMENT

APPENDIX

No connected person (as defined in the Listing Rules) of the Company has notified the Company that he/she has a present intention to sell the Shares to the Company nor has he/she undertaken to the Company not to sell any of the Shares held by him/her in the event that the Repurchase Mandate is granted.

The Directors have undertaken to the Stock Exchange that they will exercise 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 and the articles of association of the Company.

THE HONG KONG CODE ON TAKEOVERS AND MERGERS

If, as the result of a share repurchase, a Shareholder’s proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purpose of the Hong Kong Code on Takeovers and Mergers (“Takeovers Code”). As a result, a Shareholder or a group of Shareholders acting in concert could, depending on the level of increase of its or their interest, 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, Fortune Gold Developments Limited, which held 95,000,000 Shares (representing approximately 52.78% of the issued share capital of the Company) and Airsirco Profits Limited, which held 22,850,000 (representing approximately 12.69% of the issued share capital of the Company) were the only substantial shareholders holding more than 10% of the issued share capital of the Company. In the event that the Repurchase Mandate is exercised in full, the respective shareholdings of Fortune Gold Developments Limited and Airsirco Profits Limited in the issued share capital of the Company would be increased to approximately 58.64% and 14.10% of the issued share capital of the Company respectively and such increases would not give rise to an obligation to make a mandatory offer under Rule 26 of the Takeovers Code. The Directors have no intention to repurchase Shares to an extent which will result in the amount of the Shares held by the public being reduced to less than 25%.

GENERAL

During each of the six months preceding the date of this circular, no Shares have been repurchased by the Company.

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