Uni-Bio Science Group Limited — Proxy Solicitation & Information Statement 2006

Dec 18, 2006

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your licensed securities dealer or registered institution in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Uni-Bio Science Group Limited (the “Company”), you should at once hand this circular to the purchaser or the transferee or to the bank, licensed securities dealer or registered institution in securities 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 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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(incorporated in the Cayman Islands with limited liability) (Stock Code: 690)

DISCLOSEABLE TRANSACTION – PROPOSED ACQUISITION OF THE ENTIRE ISSUED SHARE CAPITAL OF NAN HOO PROPERTIES LIMITED AND ASSIGNMENT OF LOAN (INVOLVING THE ALLOTMENT AND ISSUE OF CONSIDERATION SHARES)

Financial Adviser to the Company

REXCAPITAL (Hong Kong) Limited

This circular, for which the directors of the Company collectively and individually accept full responsibility, includes particulars given in compliance with the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited for the purpose of giving information with regard to the Company. The directors of the Company, having made all reasonable enquiries, confirm that, to the best of their knowledge and belief: (i) the information contained in this circular is accurate and complete in all material respects and not misleading; (ii) there are no other matters the omission of which would make any statement in this circular misleading; and (iii) all opinions expressed in this circular have been arrived at after due and careful consideration and are founded on bases and assumptions that are fair and reasonable.

A letter from the board of directors of the Company is set out on pages 5 to 20 of this circular.

* For identification purpose only

18 December 2006

CONTENTS

	Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
The Acquisition Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Information of the Target Group . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	14
Reasons for the Acquisition . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	17
Financial effect of the Acquisition . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	18
Allotment and issue of Consideration Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	19
Information of the Group . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	19
Additional information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	20
Appendix – General information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	21

DEFINITIONS

In this circular, unless the context otherwise requires, the following expressions have the following meanings:

• “Announcement”

• the announcement of the Company dated 28 November 2006 in relation to, among other things, the Acquisition

• “Acquisition”

• the acquisition by the Purchaser of the Sale Shares from the Vendors and the purchase by the Purchaser from one of the Vendors (namely, Mr Leung Kar Loon Stanley) of the Loan as contemplated under the Acquisition Agreement

• “Acquisition Agreement” the conditional sale and purchase agreement dated 27 November 2006 entered into between the Vendors and the Purchaser in relation to the Acquisition

• “Acquisition Consideration” the total consideration of HK$454 million payable by the Purchaser to the Vendors for the Acquisition pursuant to the Acquisition Agreement

• “associate(s)” has the meaning ascribed to it under the Listing Rules

• “Automatic Result”

• Automatic Result Limited, a company incorporated in the British Virgin Islands with limited liability, which is solely and beneficially owned by Mr Tong and of which Mr Liu is the sole director.

• “Beijing Genetech”

• 北京博康健基因科技有限公司(Beijing Genetech Pharmaceutical Co., Ltd.), a wholly foreign owned enterprise established in the PRC under the laws of PRC in December 2002

• “Board”

the board of Directors

• “Business Day”

• a day, other than Saturday, on which banks in the Hong Kong are open for business

• “BVI”

• the British Virgin Islands

• “Company”

• Uni-Bio Science Group Limited, an exempt company incorporated in the Cayman Islands and whose shares are listed on the main board of the Stock Exchange

• “Completion” completion of the Acquisition Agreement

1

DEFINITIONS

• “Completion Date”

• the date on which completion of the Acquisition Agreement will take place, being within five Business Days after the fulfilment of all the conditions set out in the sub-paragraph headed “Conditions for the Acquisition” in the paragraph headed “The Acquisition Agreement” in this circular

• “connected person” has the same meaning ascribed to it under the Listing Rules

• “Consideration Shares”

• 80 million new Shares to be allotted and issued to the Vendors at the issue price of HK$2.80 per Share, being part of the Acquisition Consideration payable by the Purchaser to the Vendors pursuant to the Acquisition Agreement

• “DG-Pharmaceutical”

• Dongguan Shi Bo Kang Jian Pharmaceutical Technology Co., Ltd., a limited company enterprise established in the PRC on 9 September 2002

• “Director(s)” director(s) of the Company

• “Dongguan-Tai Li”

• 東莞太力綠色環保科技有限公司 (transliteration into English as Dongguan Tai Li Green Environmental Technology Company Limited), a wholly-foreign owned enterprise established in the PRC on 25 September 2002 and the beneficial owner of 100% of the registered capital of DG-Pharmaceutical

• “Enlarged Group”

• the Group as enlarged following completion of the Acquisition

• “Existing General Mandate”

• the general mandate granted to the Directors at the 2006 AGM to allot, issue or otherwise deal in up to 173,600,000 Shares

• “FUTL”

Figures Up Trading Limited

• “FUTL Acquisition”

• the acquisition by Lelion, a wholly-owned subsidiary of the Company, of the entire issued share capital of Figures Up Trading Limited as disclosed in the announcement of the Company dated 26 April 2006, which acquisition was completed on 14 June 2006

• “FUTL Group”

• Figures Up and its subsidiaries (including Dongguan-Tai Li and DG-Pharmaceutical)

• “GMP”

• acronym for Good Manufacturing Practice, being the guideline and regulations issued pursuant to the PRC laws by SFDA in respect of certain quality standards to be adopted in the pharmaceutical industry in the PRC

2

DEFINITIONS

• “Group” the Company and its subsidiaries “Hong Kong” the Hong Kong Special Administrative Region of the PRC “Independent Third Party” a party and, if applicable, the ultimate beneficial owner of the party who is independent of the Company and Connected Persons of the Company

• “Latest Practicable Date” 15 December 2006, being the latest practicable date prior to the printing of this circular for ascertaining certain information for inclusion in this circular

• “Loan” the sum of approximately RMB$174,000,400 (equivalent to approximately HK$170,588,627), being the unsecured, interestfree loan with no fixed repayment date advanced by Mr Leung, being one of the Vendors, to the Target Group, which remained outstanding as at the Latest Practicable Date

• “Lelion” or “Purchaser” Lelion Holdings Limited, a company incorporated in the BVI and a wholly owned subsidiary of the Company, whose principal activities is investment holding

• “Listing Committee” the listing sub-committee of the directors of the Stock Exchange elected or appointed in accordance with the Articles of Association of the Stock Exchange

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

• “Longstop Date” 31 December 2006

• “Mr Leung” Mr Leung Kar Loon Stanley, one of the Vendors

• “Mr Liu” Mr Liu Guoyao, an executive Director and the sole director of Automatic Result

• “Mr Tong” Mr Tong Kit Shing, the chairman and an executive Director of the Company, and the sole beneficial owner of Automatic Result

• “Nan Hoo” Nan Hoo Properties Limited, a company incorporated in the BVI with limited liability, which is solely and beneficially owned by the Vendors

• “PRC” The People’s Republic of China, excluding Hong Kong, the Macau Special Administrative Region of the PRC and Taiwan

3

DEFINITIONS

“RMB”	Renminbi, the lawful currency of the PRC
“Sale Shares”	the 50,000 ordinary shares of US$1 par value each in the issued
	share capital of Nan Hoo beneficially held by the Vendors,
	representing the entire issued share capital of Nan Hoo
“SFDA”	the State Food and Drug Administration of the PRC (國家食品藥
	品監督管理局), the institution directly under the State Council
	of the PRC (中國國務院), which is responsible for overseeing
	the safety management of, foods, healthcare products and cosmetics
	and is in charge of the drugs administration
“SFO”	the Securities and Futures Ordinance (Chapter 571 of the Laws of
	Hong Kong)
“Shares”	ordinary share(s) of HK$0.10 each in the share capital of the
	Company
“Shareholder(s)”	holder(s) of Shares
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“Target Group”	Nan Hoo and Beijing Genetech
“Vendors”	Leung Kar Loon Stanley, Yuen King Tak Soona and Ho Yik Leung
“2006 AGM”	the annual general meeting of the Company held on 22 September
	2006
“HK$”	Hong Kong dollars, the lawful currency of Hong Kong
“%”	per cent.

For the purpose of this circular, conversion of RMB into Hong Kong dollars is based on the exchange rate of (i) HK$1.00 to RMB1.06 for the year ended 31 December 2004, (ii) HK$1.00 to RMB1.04 for the year ended 31 December 2005 and (iii) HK$1.00 to RMB1.02 for 2006.

The exchange rates have been used, where applicable, for the purposes of illustration only and do not constitute a representation that any amounts were or may have been exchanged at this or any other rates or at all.

4

LETTER FROM THE BOARD

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(incorporated in the Cayman Islands with limited liability)

(Stock Code: 690)

Executive Directors: Mr Tong Kit Shing (Chairman) Mr Liu Guoyao (Chief Executive Officer) Mr Cheng Wai Man

Independent non-executive Directors: Mr Zhou Yao Ming Mr Lin Jian Mr So Yin Wai

Registered office: Cricket Square Hutchins Drive P.O. Box 2681 Grand Cayman KY1-1111 Cayman Islands

Head office and principal place of business in Hong Kong: Room 2302, 23rd Floor Lippo Centre Tower II 89 Queensway, Admiralty Hong Kong

18 December 2006

• To the Shareholders and, for information purpose only, the warrant holders and the option holders

Dear Sir/Madam

DISCLOSEABLE TRANSACTION

Proposed acquisition of the entire issued share capital of Nan Hoo Properties Limited and assignment of loan (involving the allotment and issue of consideration shares)

INTRODUCTION

By an announcement dated 28 November 2006, the Board announced that on 27 November 2006, Lelion (a wholly-owned subsidiary of the Company) and the Vendors entered into the Acquisition Agreement in relation to the Acquisition.

The applicable percentage ratios (as prescribed under Chapter 14 of the Listing Rules) in respect of the assets being acquired under the Acquisition is more than 5% but less than 25%. Accordingly, the Acquisition constitutes a discloseable transaction for the Company under Rule 14.08 of the Listing Rules.

* For identification purpose only

5

LETTER FROM THE BOARD

The purpose of this circular is to give you further information regarding the Acquisition and other information of the Company.

THE ACQUISITION AGREEMENT

Date

27 November 2006

Parties

Vendors: Leung Kar Loon Stanley, Yuen King Tak Soona and Ho Yik Leung

To the best of the Directors’ knowledge, information and belief having made all reasonable enquiries:

• (i) each of the Vendors is an Independent Third Party and does not hold any position with the Company or its connected persons (as defined in the Listing Rules); and

• (ii) that there is no relationship (a) among the three individual Vendors otherwise than their shareholding in Nan Hoo and their entering into of the Acquisition Agreement or (b) with the Group or the substantial shareholder of the Company other than the commercial relationship arising from the Acquisition.

Purchaser: Lelion, a wholly-owned subsidiary of the Company

Assets involved

Pursuant to the Acquisition Agreement, the Vendors have conditionally agreed to sell and Lelion has conditionally agreed to purchase the Sale Shares, which comprise the entire issued share capital of Nan Hoo. Nan Hoo has a direct 100% equity interest in the registered share capital of Beijing Genetech.

The Purchaser has also conditionally agreed to purchase and one of the Vendors (namely, Mr Leung) has also conditionally agreed to sell and transfer the Loan in the amount of approximately RMB174,000,400 (equivalent to approximately HK$170,588,627) as at 30 June 2006 due from the Target Group (comprising Nan Hoo and Beijing Genetech) to Mr Leung upon completion of the Acquisition. The Loan is unsecured, interest-free and has no fixed repayment date.

Further information on the Target Group (comprising Nan Hoo and Beijing Genetech) is set out in the paragraph headed “Information of the Target Group” below.

6

LETTER FROM THE BOARD

Consideration for the Acquisition

Consideration

The total consideration for the Acquisition is HK$454 million (out of which approximately HK$283.4 million and approximately HK$170.6 million are respectively attributable to the acquisition of the Sale Shares and the transfer of the Loan) will be allocated amongst the Vendors according to the ratio as specified in the Acquisition Agreement and will be satisfied in the following manner upon Completion:

• (i) as to HK$230 million in cash (the “ Cash Portion ”); and

• (ii) as to the balance of HK$224 million by the allotment and issue of 80 million new Shares as Consideration Shares, credited as fully paid, at an issue price of HK$2.80 each by the Company to the Vendors.

The Consideration Shares represent approximately 9.2% of the existing issued share capital and 8.4% of the enlarged issued share capital of the Company immediately after the Acquisition.

Deposits

With respect to the cash portion of the Acquisition Consideration of HK$230 million:

• (i) a sum of HK$60 million in cash being deposit money, is payable by the Group to the Vendors (in the proportion of their respective entitlements to the Acquisition Consideration) within 5 days from the signing of the Acquisition Agreement;

• (ii) a further sum of HK$40 million in cash, being further deposit money, will be paid by the Group to the Vendors (in the proportion of their respective entitlements to the Acquisition Consideration) within 14 days of the signing of the Acquisition Agreement; and

• (iii) the balance of HK$130 million will be paid by the Group to the Vendors (in the proportion of their respective entitlements to the Acquisition Consideration) upon completion of the Acquisition.

The cash portion of the Acquisition Consideration is expected to be met by the Group’s internal resources.

If completion of the Acquisition fails to take place on or before the Completion Date or the Acquisition Agreement is terminated prior to the Completion for any reason other than the default of the Purchaser, the Vendors shall on the third business day following the Completion Date or the receipt by the Vendors of a notice from the Purchaser of such termination (as the case may be) return the deposits together with interest thereon (at the prime rate quoted by The Hongkong and Shanghai Banking Corporation Limited) to the Purchaser.

7

LETTER FROM THE BOARD

Basis of consideration for the Acquisition

The Acquisition Consideration was arrived at after arm’s length negotiations between the parties to the Acquisition Agreement with reference to:

• (i) the consolidated book value of the equity and shareholder’s loan to the Target Group of approximately RMB178,537,019 (equivalent to approximately HK$175,036,293) as at 30 June 2006 as reported in the unaudited consolidated balance sheet of the Target Group as at 30 June 2006 prepared in accordance with the Hong Kong generally accepted accounting principles;

• (ii) the price to book ratios of comparable listed companies (the “ Comparables ”) in Hong Kong which are engaged in similar business of the Target Group ranged from about 0.61 times to 3.71 times ( source: Reuters ). The Comparables were selected based on criteria including that the companies are (i) in the pharmaceutical industry, (ii) currently listed in Hong Kong and (iii) with price to book ratio available but excluding the extreme price to book ratio of over 50 times; and

• (iii) the synergies to be brought about to the Group through the Acquisition such as, in particular, that (i) the existing production operation of Beijing Genetech shall allow the Group to attain an integrated process from research, manufacturing to distribution, which is expected to increase the competitiveness of the Group in the industry; and (ii) the Acquisition represents a more efficient and cost-effective way for the Group to acquire a manufacturing facilities which have already obtained GMP certification suitable for the production of bio-science related (including pharmaceutical) products as compared with spending extra capital and time in planning and constructing its own manufacturing facilities. Reasons for and benefits of the Acquisition to the Group have been detailed under the section headed “Reasons for the Acquisition” below.

The Board considers that the use of the price to book ratios valuation methodology is appropriate as this valuation methodology is commonly applied in the pharmaceutical industry which requires intensive capital investment. The Acquisition Consideration of HK$454 million represents a price to book ratio of approximately 2.59 times of the consolidated book value of the equity and shareholder’s loan to the Target Group of approximately RMB178,537,019 (equivalent to approximately HK$175,036,293) as at 30 June 2006, which is within the range of the price to book ratios of the Comparables.

The Acquisition Consideration also represents a premium of approximately 159.37% over the consolidated book value of the equity and shareholder’s loan to the Target Group of approximately RMB178,537,019 (equivalent to approximately HK$175,036,293) as at 30 June 2006. However, as detailed under the paragraph headed “Consideration Shares” below, given that the issue price of the Consideration Shares to be issued to the Vendors represents an even more significant premium of approximately 247.7% over the adjusted net asset value per Share, the Directors (including the independent non-executive Directors) consider that the premium of the Acquisition Consideration is commercially reasonable and justifiable.

8

LETTER FROM THE BOARD

Based on the above, the Directors (including the independent non-executive Directors) considered that the basis for arriving at the Acquisition Consideration is fair and reasonable.

Consideration Shares

The total of 80 million Consideration Shares represents approximately 9.2% of the Company’s existing issued share capital and approximately 8.4% of the enlarged issued share capital of the Company immediately after the Acquisition.

The issue price of each Consideration Share is HK$2.8 which represents:

• (a) a discount of approximately 18.13% to the closing price of HK$3.42 per Share as quoted on the Stock Exchange on the Latest Practicable Date;

• (b) a discount of approximately 14.11% to the closing price of HK$3.26 per Share as quoted on the Stock Exchange on 27 November 2006 (being the last trading day immediately prior to the date of the Announcement);

• (c) a discount of 14.11% to the average closing price of HK$3.26 per Share as quoted on the Stock Exchange for the five consecutive trading days up to and including 27 November 2006 (being the last trading day immediately prior to the date of the Announcement);

• (d) a discount of 14.24% over the average closing price of HK$3.265 per Share as quoted on the Stock Exchange for the 20 consecutive trading days up to and including 27 November 2006 (being the last trading day immediately prior to the date of the Announcement);

• (e) a discount of 14.16% over the average closing price of HK$3.2617 per Share as quoted on the Stock Exchange for the 30 days up to and including 27 November 2006 (being the last trading day immediately prior to the date of the Announcement); and

• (f) a premium of 247.7% over the adjusted net asset value per Share of approximately HK$0.805 calculated based on the published net asset value as at 31 March 2006 adjusted by the effects on the net asset value pursuant to (i) the open offer as announced in the Company’s announcement dated 15 February 2006, (ii) the FUTL Acquisition as announced in the Company’s announcement dated 26 April 2006 and

Although there is certain discount to the issue price of the Consideration Shares as compared with the closing price of HK$3.26 per Share as quoted on the Stock Exchange on 27 November 2006, the Directors (including the independent non-executive Directors) consider the issue price of Consideration Share reasonable when taking into account (i) the partial payment of the Acquisition Consideration by way of Consideration Shares which can ease the cash flow pressure of the Group, (ii) the premium of the Consideration Share over the adjusted net asset value per Share and (iii) the relatively low liquidity of the Shares.

9

LETTER FROM THE BOARD

Based on the above, the Directors (including the independent non-executive Directors) considered that the issue price per Consideration Share is fair and reasonable.

The aggregate nominal value of the Consideration Shares is HK$8,000,000. After deducting the expenses of the allotment and issue of the Consideration Shares which are estimated to be HK$100,000, the net price per Consideration Share will be approximately HK$2.799.

The table below shows the number and the percentage of the Sale Shares to be sold by each of the Vendors and the consideration receivable by each of them under the Acquisition Agreement:

Name of Vendor Leung Kar Loon Stanley Yuen King Tak Soona Ho Yik Leung Total:	Value of Number and Consideration percentage of the Number of Shares based Sale Shares Consideration on HK$2.8 per Cash Total to be sold Shares Share Consideration Consideration (HK$) (HK$) (HK$) 17,500 35% 28,000,000 $78,400,000 $191,382,608 $269,782,608 17,500 35% 28,000,000 $78,400,000 $20,793,980 $99,193,980 15,000 30% 24,000,000 $67,200,000 $17,823,412 $85,023,412 50,000 100% 80,000,000 $224,000,000 $230,000,000 $454,000,000	Value of Number and Consideration percentage of the Number of Shares based Sale Shares Consideration on HK$2.8 per Cash Total to be sold Shares Share Consideration Consideration (HK$) (HK$) (HK$) 17,500 35% 28,000,000 $78,400,000 $191,382,608 $269,782,608 17,500 35% 28,000,000 $78,400,000 $20,793,980 $99,193,980 15,000 30% 24,000,000 $67,200,000 $17,823,412 $85,023,412 50,000 100% 80,000,000 $224,000,000 $230,000,000 $454,000,000
		$454,000,000

The Consideration Shares shall rank pari passu in all respects with the existing Shares then in issue on the relevant date of allotment.

An application will be made by the Company to the Listing Committee of the Stock Exchange for the listing of, and permission to deal in, the Consideration Shares.

10

LETTER FROM THE BOARD

Shareholding structure

The following table sets out the existing shareholding structure of the Company and the shareholding structure immediately after completion of the Acquisition:

Automatic Result Limited (“ARL”) (Notes 1 and 2) Chow Tai Fook Nominee Limited (“CTF Nominee”)(Notes 3 and 4) Public Shareholders Leung Kar Loon Stanley Yuen King Tak Soona Ho Yik Leung Other Public Shareholders Sub-total of public shareholders: TOTAL:	Existing shareholding structure No. of shares % 292,058,248 33.65 108,000,000 12.44 – – – – – – 467,941,752 53.91 467,941,752 53.91 868,000,000 100.00	Shareholding structure upon completion of the Acquisition No. of shares % 292,058,248 30.81 108,000,000 11.39 28,000,000 2.95 28,000,000 2.95 24,000,000 2.54 467,941,752 49.36 547,941,752 57.80 948,000,000 100.00	Shareholding structure upon completion of the Acquisition No. of shares % 292,058,248 30.81 108,000,000 11.39 28,000,000 2.95 28,000,000 2.95 24,000,000 2.54 467,941,752 49.36 547,941,752 57.80 948,000,000 100.00
			57.80
			100.00

Notes:

(1) The entire issued share capital of ARL is solely and beneficially owned by Mr Tong Kit Shing whereas Mr Liu Guoyao is the sole director of ARL. Both Mr Tong and Mr Liu are the executive directors of the Company. They are deemed to be interested in all the interest in Shares held by ARL by virtue of the SFO.

11

LETTER FROM THE BOARD

• (2) For the avoidance of doubt, the number of Shares held by ARL does not take into account any Shares that may fall to be allotted and issued upon exercise of:

• (i) the conversion right attaching to the three-year zero coupon convertible bonds in the aggregate principal sum of HK$114 million (as disclosed in the announcement of the Company dated 26 April 2006), comprising (i) tranche 1 of a total principal sum of HK$57,000,000 which may be convertible from the date falling six (6) months from 14 June 2006 and expiring on 13 June 2009 and (ii) tranche 2 of a total principal sum of HK$57,000,000 which may be convertible from the date falling 12 months from 14 June 2006 and expiring on 13 June 2009) issued by the Company to ARL on 14 June 2006 at the conversion price of HK$0.95 per Share (subject to adjustment) as constituted by an instrument by way of deed poll dated 14 June 2006; and/or

• (ii) the subscription right attaching to the warrants issued by the Company by way of bonus issue (as disclosed in the announcement of the Company dated 25 August 2006) entitling the holders to subscribe in cash for new Shares at the subscription price of HK$5.00 per Share (subject to adjustment) on the basis of two Warrants for every 10 existing Shares held on 22 September 2006 as constituted by an instrument by way of deed poll dated 29 September 2006 executed by the Company.

• (3) CTF Nominee is a company incorporated in Hong Kong and is beneficially and wholly owned by Dato Dr Cheng Yu-Tung.

• (4) The 108,000,000 Shares were held by CTF Nominee in the capacity of beneficial owner. For the avoidance of doubt, the number of Shares held by CTF Nominee does not take into account (i) any Shares that are held by CTF Nominee in the capacity other than as beneficial owner and (ii) any Shares that may fall to be allotted and issued upon exercise by CTF Nominee of the subscription right attaching to the Warrants issued to it under the Bonus Issue.

Non-disposal undertaking

Under the Acquisition Agreement, each of the Vendors has undertaken to the Company that, save with the prior written consent of the Company, he/she will not:

• (a) during the period of the first 6 months from the Completion Date, sell or otherwise dispose of any of the Consideration Shares issued to him/her; and

• (b) during the period commencing from the date falling 6 months from the Completion Date and expiring on the date falling 12 months from the Completion date, sell or otherwise dispose of more than half of the Consideration Shares issued to him/her.

12

LETTER FROM THE BOARD

Conditions for the Acquisition

Completion shall be conditional upon, among other things, the fulfilment to the satisfaction of the Purchaser in its absolute discretion or, as the case may be, waiver of the following conditions:

• (i) the delivery of a legal opinion addressed to the Company and the Purchaser in form and substance satisfactory to the Purchaser by a firm of lawyers qualified to practise in PRC law confirming, among other things, (a) the due establishment of Beijing Genetech and (b) that the Acquisition shall not cause any of the current joint venture arrangements or ownership arrangements or other entitlements relating to any member of the Target Group or in relation to the Target Group’s operation in the PRC to be cancelled, terminated, amended in any material manner nor render the Target Group’s operations in the PRC to become illegal or otherwise adversely affect the authority or ability of the Target Group to carry on its operation in PRC as it is now being carried on;

• (ii) the delivery of a legal opinion addressed to the Company and the Purchaser in form and substance satisfactory to the Purchaser by a firm of lawyers qualified to advise on BVI law confirming the due establishment of Nan Hoo;

• (iii) the carrying out of due diligence review by the Purchaser of all material respects in relation to the assets, liabilities, operations and affairs of the Target Group which the Purchaser deems necessary, desirable or appropriate and confirmation by the Purchaser that the results of such due diligence review are satisfactory in all respects;

• (iv) the obtaining by the Purchaser of all necessary consents, authorisations or other approvals (or, as the case may be, the relevant waiver) of any kind in connection with the entering into and performance of the terms of the Acquisition Agreement which may be required under the Listing Rules, from the Stock Exchange or any governmental or regulatory authorities;

• (v) (if necessary) approval by the Shareholders at the extraordinary general meeting of the allotment and issue of the Consideration Shares under the Acquisition Agreement;

• (vi) the Listing Committee of the Stock Exchange granting listing of, and permission to deal in, the Consideration Shares; and

• (vii) none of the warranties given by the Vendors as contained in the Acquisition Agreement having been breached in any material respect (or, if capable of being remedied, has not been remedied), or is misleading or untrue in any material respect.

The Purchaser may waive the conditions stated in (i), (ii), (iii) and (vii) above. None of the conditions precedents can be waived by the Vendors. As at the Latest Practicable Date, all the above conditions precedent to completion of the Acquisition are yet to be fulfilled or, if applicable, waived.

13

LETTER FROM THE BOARD

If any of the conditions for the Acquisition have not been fulfilled or waived by the Purchaser by the Longstop Date or such other date as the Vendors and the Purchaser may agree in writing, the provisions of the Acquisition Agreement (other than certain clauses as specified in the Acquisition Agreement) shall from such date have no effect and no party to the Acquisition Agreement shall have any claim against the others save for claim (if any) in respect of such continuing provisions or any antecedent breach of the Acquisition Agreement.

The Directors confirm that there is no agreement or understanding between the Vendors and the Company (whether under the Acquisition Agreement or otherwise) that any of the Vendors is entitled to nominate or appoint any person to the Board. The Company does not envisage any change in Directors or chief executives or senior management of the Group except for the appointment of additional officers at the subsidiary level to accommodate needs of business development and expansion.

Completion

The Acquisition Agreement provides that Completion will take place within five business days next following the day on which the last unfulfilled condition precedent is satisfied or waived.

INFORMATION OF THE TARGET GROUP

Nan Hoo

Nan Hoo was incorporated in the BVI on 20 April 1993 with limited liability. The entire issued share capital of Nan Hoo is presently owned as to 35% by Mr Leung Kar Loon Stanley, 35% by Ms Yuen King Tak Soona and 30% by Mr Ho Yik Leung.

Nan Hoo is an investment holding company and has a direct interest of 100% in the registered share capital of Beijing Genetech, which was acquired by Nan Hoo in December 2003.

Nan Hoo’s sole and principal asset is the holding of the entire registered capital of Beijing Genetech. Save for its interest in Beijing Genetech, Nan Hoo does not carry on any business or have any material outstanding liabilities or assets.

14

LETTER FROM THE BOARD

Beijing Genetech

Beijing Genetech was a wholly foreign owned enterprise established in the PRC in December 2002 and currently has a paid-up registered capital of RMB45 million. The permitted scope of business of Beijing Genetech includes the manufacture of tablets, capsules, granules and large volume parenteral solutions and the research and development of biopharmaceutical drugs. Beijing Genetech has a term of operation of 20 years commencing on 6 December 2002 and expiring on 5 December 2022.

Beijing Genetech has obtained the land use right certificate (國有土地使用証 ) and the building ownership certificate (房屋所有權証 ) for the use of the land and the premises on which its production facilities (with a total of five production lines) situated at No. 7 Xinghuo Street, Changping District, Zhong-Guan-Cun, Beijing, the PRC (中國北京市中關村昌平區昌平鎮星火街7號 ) were built.

Beijing Genetech currently holds a drug manufacturing permit (藥品生產許可証 ) in respect of the production of tablets, capsules, granules and large volume parenteral solutions pharmaceutical products issued by the Beijing Drug Administration (北京市藥品監督管理局 ) which is valid until 31 December 2010 and a GMP certificate for pharmaceutical products issued by the SFDA which is valid until 22 September 2009.

As at the Latest Practicable Date, Beijing Genetech has obtained ownership of the intellectual property rights to and new drug certificates of various new drugs through external acquisition and its own research and development efforts.

The pharmaceutical industry is one of the industries encouraged by the PRC Government and, though the entry barrier to the pharmaceutical industry is high, the business engaged by Beijing Genetech is not considered as restricted business in the PRC as far as foreign investment is concerned.

15

LETTER FROM THE BOARD

Financial results of the Target Group

According to the audited consolidated accounts of the Target Group for each of the two years ended 31 December 2005 and for the six months ended 30 June 2006 (prepared in accordance with the Hong Kong generally accepted accounting principles), the audited net loss of the Target Group amounted to approximately RMB8,667,000 (equivalent to approximately HK$8,176,000), RMB9,292,000 (equivalent to approximately HK$8,935,000) and RMB5,035,000 (equivalent to approximately HK$4,936,000), respectively. As at 30 June 2006, the audited net assets value of the Target Group was approximately RMB4,537,000 (equivalent to approximately HK$4,448,000) and the amount of Loan due to Leung amounted to approximately RMB174,000,000 (equivalent to approximately HK$170,588,000).

Corporate structure of the Target Group prior to and immediately after Completion

Before Completion

==> picture [90 x 119] intentionally omitted <==

----- Start of picture text -----

Vendors
100%
Nan Hoo
100%
Beijing Genetech
----- End of picture text -----

Immediately after Completion

==> picture [90 x 166] intentionally omitted <==

----- Start of picture text -----

Company
100%
Lelion
100%
Nan Hoo
100%
Beijing Genetech
----- End of picture text -----

16

LETTER FROM THE BOARD

REASONS FOR THE ACQUISITION

In June 2006, the Company completed the FUTL Acquisition and the FUTL Group (comprising FUTL, Dongguan-Tai Li and DG-Pharmaceutical) has since become members of the Group. DGPharmaceutical is principally engaged in the sale and distribution of pharmaceutical, biological and biochemical (preventive biological products excepted) products, antibiotics material and its reagents in the PRC. It has also entered into joint research agreements with certain research institutions for the research and development of new pharmaceutical products. As at the Latest Practicable Date, the Group, in collaboration with such research institutions, was involved in the research and development of various pharmaceutical products (collectively, the “potential new drugs”), which included recombinant Exendin4 for injection (注射用重組促胰島素分泌素) for the treatment of Type 2 diabetes, Recombinant Human Interleukin 11 (rhIL-11) (重組人白細胞介素 -11) for the treatment of chemotherapy induced thrombocytopenia (化療引致血小板減少症 ) and Recombinant Human Parathyroid Hormone (1-34) (重 組人甲狀旁腺激素 (1-34)) for the treatment of osteoporosis (骨質疏鬆 ). The clinical trial of each of these potential new drugs is underway and, if successful, could form the basis of application to the SFDA for registration as a new drug.

While the Group considers a good distribution network, research capability and product invention essential components of its business strategy for the development of its new bio-science related business, the success of the new bio-science related business of the Group also hinges on whether it is able to establish its own manufacturing capability to control production of its invented pharmaceutical products.

In addition, under the applicable PRC laws, the pharmaceutical production permit (藥品生產許可 證 ) will be issued by the relevant pharmaceutical regulatory department in the PRC to a pharmaceutical “production” enterprise. In order to maximise the value of the Group’s intellectual property rights to the potential new drugs, the Directors consider it important and necessary for the Group to have its own pharmaceutical production enterprise to hold these pharmaceutical production permits under its name and manage directly the facilities and tightly control the procedure for the production of the potential new drugs developed or jointly developed by the Group after all necessary approval have been obtained.

The Board is of the view that the investment in and acquisition of a manufacturing facilities which have already obtained GMP certification suitable for the production of bio-science related (including pharmaceutical) products would be more efficient (as this enables the Group to derive synergies from the existing production operation of, in the present case, Beijing Genetech) and cost-effective than constructing its own manufacturing facilities since the Company does not need to spend extra capital and time for planning and constructing a manufacturing facilities.

17

LETTER FROM THE BOARD

The Directors believe that an integrated process from research, manufacturing to distribution will enable the Company to:

• have complete control over the operations of the production facilities, the manufacturing process and efficiencies which, in turn, can enhance quality control of its products;

• achieve cost saving purpose of the Group as the manufacturing process of the pharmaceutical products is not required to be wholly outsourced;

• create a platform for the Company to further develop its bio-science related business, consolidate further its market position, enhance the Group’s market share and maintain overall competitiveness in the bio-science related industry in the long run; and

• enhance the Group’s financial performance and pave the way for realizing shareholder value in the long term.

Accordingly, the Directors (including the independent non-executive Directors) consider that the terms of the Acquisition Agreement are on normal commercial terms, fair and reasonable and are in the interests of the Company and the Shareholders as a whole.

The Company will continue adopt a prudent expansion plan for its new bio-science related business through, among others, identifying investment opportunities with potentials to improve the financial performance of the Group and seeking out cooperation with reputable domestic and/or international research institutes of new products, new technology and new technique.

FINANCIAL EFFECT OF THE ACQUISITION

Upon Completion, Nan Hoo and Beijing Genetech will become a direct or, as the case may be, indirect wholly-owned subsidiary of the Company and the results of the Target Group will be consolidated in the Company’s accounts.

Immediately upon completion of the Acquisition which involves the assignment of the Loan and the issue of the Consideration Shares, the consolidated total assets of the Enlarged Group will be increased by approximately HK$240.5 million and the consolidated total liabilities will be increased by approximately HK$16.5 million, with the net asset value of the Enlarged Group increased by HK$224 million immediately upon the completion of the Acquisition.

Despite the fact that the Target Group has incurred losses since the financial year ended 31 December 2004 and is not able to contribute to the Group immediately upon completion of the Acquisition, with the improvement in the worldwide economy and increasing contribution from the Group’s pharmaceutical business, the Directors (including the independent non-executive Directors) are optimistic about the Group’s long term prospects. The Directors (including the independent non-executive Directors) are of the view that the Acquisition will contribute positive earnings to the Group.

18

LETTER FROM THE BOARD

ALLOTMENT AND ISSUE OF CONSIDERATION SHARES

At the 2006 AGM, the issued ordinary share capital of the Company was HK$86,800,000 comprising 868,000,000 Shares.

The Board was granted the Existing General Mandate at the 2006 AGM to allot, issue and otherwise deal in up to 173,600,000 Shares, representing 20% of the share capital of the Company in issue on the date of the 2006 AGM. The Existing General Mandate has not been exercised at all as at the date of this announcement. Accordingly, the maximum number of new Shares which can be issued pursuant to the Existing General Mandate is 173,600,000 Shares (without taking into account the 80 million Consideration Shares to be allotted and issued in part payment of the Acquisition Consideration as disclosed above).

In contemplation of the Acquisition, the 80 million Consideration Shares will be allotted and issued under the general mandate granted to the Directors at the 2006 AGM.

INFORMATION OF THE GROUP

The principal activity of the Company is investment holding.

The principal business of the Group include (i) the manufacture and trading of packaging products, paper gifts items and promotional products and (ii) following completion of the FUTL Acquisition in June 2006, the bio-science related business.

Fund raising activity of the Company in the 12 months immediately preceding the Latest Practicable Date

The Company has not undertaken any fund raising activities within the 12 months immediately prior to the Latest Practicable Date other than the following:

• (a) as disclosed in the Company’s announcement dated 15 February 2006, the Company raised net proceeds of approximately HK$175.5 million by way of an open offer of 360,000,000 offer Shares at HK$0.50 per offer Share payable in full on acceptance on the basis of two offer Shares for every existing Share then held, of which approximately HK$160.1 million was utilized for funding in part payment of consideration for the FUTL Acquisition and the balance of HK$15.4 million was utilized as general working capital of the Group;

• (b) as disclosed in the Company’s announcement dated 26 April 2006, the Company raised net proceeds of approximately HK$113.9 million by the issue of a three-year zero coupon convertible bonds in the aggregate principal sum of HK$114 million issued by the Company to Automatic Result under a subscription agreement dated 26 April 2006, which net proceeds were fully utilized for funding in part payment of consideration for the FUTL Acquisition; and

19

LETTER FROM THE BOARD

• (c) as disclosed in the Company’s announcement dated 4 August 2006, the Company raised net proceeds of approximately HK$269.7 million from the placing of 108,000,000 new Shares (the “ Placing Shares ”) to Chow Tai Fook Nominee Limited at the placing price of HK$2.5 per Placing Share under a placing agreement dated 4 August 2006. An amount of HK$230 million out of the net proceeds will be utilized for funding the cash portion of the Consideration for the Acquisition while the remaining balance of the net proceeds is retained by the Group as working capital.

The use of proceeds derived from the open offer, the issue of the convertible bonds and the placing was in line with the disclosure previously made by the Company in the relevant announcements.

ADDITIONAL INFORMATION

Your attention is drawn to the information set out in the appendix to this circular.

Yours faithfully, By order of the board of Uni-Bio Science Group Limited Tong Kit Shing Chairman

20

GENERAL INFORMATION

APPENDIX

1. RESPONSIBILITY STATEMENT

This circular includes particulars in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors collectively and individually accept full responsibility for the accuracy of the information contained in this circular concerning the Group and confirm, having made all reasonable enquiries, that to the best of their knowledge and belief, there are no other facts not contained in this circular relating to the Group, the omission of which would make any statement contained in this circular misleading.

2. SHARE CAPITAL

(a) Share capital

As at the Latest Practicable Date, the authorized and issued share capital of the Company were as follows:

Authorised share capital: 2,000,000,000 Shares Issued and fully paid share capital: 868,000,000 Shares	HK$ 200,000,000
	86,800,000

All the existing Shares rank pari passu in all respects with each other including rights to dividends, voting and return of capital.

(b) Share options

As at the Latest Practicable Date, the Company granted options to subscribe for up to 72,000,000 Shares under the then share option scheme adopted by the Company on 22 October 2001. None of these options was exercised, lapsed or cancelled as at the Latest Practicable Date.

Save as disclosed in this circular, there were no outstanding option granted under any share option scheme adopted by the Company.

21

GENERAL INFORMATION

APPENDIX

(c) Convertible securities

As at the Latest Practicable Date:

• (a) the Company issued on 14 June 2006 a three-year zero coupon convertible bonds (the “ Convertible Bonds ”) to Automatic Result in the aggregate principal sum of HK$114 million (comprising (i) tranche 1 of a total principal sum of HK$57,000,000 (the “ Tranche 1 CB ”) which may be convertible from the date falling six (6) months from 14 June 2006 and expiring on 13 June 2009 and (ii) tranche 2 of a total principal sum of HK$57,000,000 (the “ Tranche 2 CB ”) which may be convertible from the date falling 12 months from 14 June 2006 and expiring on 13 June 2009) at the conversion price of HK$0.95 per Share (subject to adjustment) as constituted by an instrument by way of deed poll dated 14 June 2006 and full exercise of the Convertible Bonds would result in an aggregate of 120,000,000 new Shares being issued.

As the Tranche 1 CB is exercisable from 14 December 2006 (that is, prior to completion of the Acquisition, if materialized), the effect on the shareholding structure of the Company upon full conversion of the Convertible Bonds (assuming completion of the Acquisition) is set out below for illustration:

Existing shareholding structure No. of Shares % Automatic Result 292,058,248 33.65 CTF Nominee 108,000,000 12.44 Public Shareholders Leung Kar Loon Stanley – – Yuen King Tak Soona – – Ho Yik Leung – – Other Public Shareholders 467,941,752 53.91 Sub-total of public shareholders: 467,941,752 53.91 TOTAL: 868,000,000 100.00	Shareholding structure upon completion of the Acquisition No. of Shares % 292,058,248 30.81 108,000,000 11.39 28,000,000 2.95 28,000,000 2.95 24,000,000 2.54 467,941,752 49.36 547,941,752 57.80 948,000,000 100.00	Shareholding structure upon completion of the Acquisition and assuming full exercise of the Tranche 1 CB No. of Shares % 352,058,248 34.93% 108,000,000 10.71% 28,000,000 2.78% 28,000,000 2.78% 24,000,000 2.38% 467,941,752 46.42 547,941,752 54.36% 1,008,000,000 100.00	Shareholding structure upon completion of the Acquisition and assuming full exercise of the Tranche 1 CB and the Tranche 2 CB No. of Shares % 412,058,248 38.58 108,000,000 10.11 28,000,000 2.62 28,000,000 2.62 24,000,000 2.25 467,941,752 43.81 547,941,752 51.31 1,068,000,000 100.00	Shareholding structure upon completion of the Acquisition and assuming full exercise of the Tranche 1 CB and the Tranche 2 CB No. of Shares % 412,058,248 38.58 108,000,000 10.11 28,000,000 2.62 28,000,000 2.62 24,000,000 2.25 467,941,752 43.81 547,941,752 51.31 1,068,000,000 100.00
				51.31 100.00

22

GENERAL INFORMATION

APPENDIX

Note: The number of Shares does not take into account any Shares which may fall to be allotted and issued upon exercise of the warrants issued by the Company as disclosed in the announcement of the Company dated 25 August 2006.

• (b) the Company made on 29 September 2006 a bonus issue of warrants in units of subscription right of HK$5.00 each (subject to adjustment) in the proportion of two warrants for every 10 existing Shares held by Shareholders (other than overseas Shareholders) on 22 September 2006 as constituted by a warrant instrument by way of deed poll dated 29 September 2006 and full exercise of the warrants would result in an aggregate of up to 173,600,000 new Shares being issued.

Save as disclosed in this circular, the Company has not issued any options, warrants, derivatives or securities convertible or exchangeable into Shares since 31 March 2006, being the date to which the latest published audited consolidated accounts of the Group were made up.

3. DIRECTORS’ AND CHIEF EXECUTIVES’ INTEREST AND SHORT POSITIONS IN SECURITIES

As at the Latest Practicable Date, the interests or short positions of the Directors and chief executives of the Company and their respective associates in the shares, underlying shares or debentures of the Company or any of its associated corporations (within the meaning of Part XV of the SFO), as required to be notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO, or as recorded in the register required to be kept by the Company under Section 352 of the SFO, or as otherwise notified to the Company and the Stock Exchange pursuant to the Model Code for Securities Transactions by Directors of Listed Issuers were as follows:

	The Company/			Percentage of
	Name of		Number of	the issued
	associated		issued	share capital
Name of director	corporation	Capacity	Shares held	of the Company
Tong Kit Shing	The Company	Interest of a controlled	292,058,248	33.65%
		corporation_(Note 1)_	(Note 2)
Liu Guoyao	Automatic	Interest of a controlled	292,058,248	33.65%
	Result	corporation_(Note 1)_	(Note 2)

23

GENERAL INFORMATION

APPENDIX

Notes:

1. The Shares are held by Automatic Result, the entire issued share capital of which is solely and beneficially owned by Mr Tong Kit Shing. Mr Tong (being the sole shareholder of Automatic Result) and Mr Liu Guoyao (being the sole director of Automatic Result) are deemed to be interested in all the interest in Shares held by Automatic Result by virtue of the SFO.

2. The number of Shares held by Mr Tong Kit Shing and Mr Liu Guoyao (by virtue of his interest or deemed interest in Automatic Result under the SFO) does not take into account any Shares which may fall to be allotted and issued upon exercise of:

3. (i) the conversion right attaching to the convertible bonds subscribed for by Automatic Result pursuant to the subscription agreement dated 26 April 2006 made by the Company with Automatic Result as the subscriber as disclosed in the announcement of the Company dated 26 April 2006; or

4. (ii) the subscription right attaching to the warrants issued by the Company in units of subscription right of HK$5.00 each (subject to adjustment) in the proportion of two warrants for every 10 existing Shares held by the then shareholders of the Company on 22 September 2006 as disclosed in the announcement of the Company dated 25 August 2006.

4. DISCLOSEABLE INTEREST UNDER DIVISIONS 2 AND 3 OF PART XV OF THE SFO AND SUBSTANTIAL SHAREHOLDERS

• (a) as far as is known to any Directors or chief executive of the Company, the following persons (other than a Director or chief executive of the Company) had, or were deemed an interest or short position in the Shares and underlying Shares which fall to be disclosed to the Company under the provisions of Divisions 2 and 3 of Part XV of the SFO, or recorded in the register kept by the Company pursuant to Section 336 of the SFO:

		Number of	Percentage of the
		issued	issued share capital
Name of Shareholder	Capacity	Shares held	of the Company
Automatic Result_(Note 1)_	Beneficial owner	292,058,248	33.65%
		(Note 2)
Chow Tai Fook Nominee	Beneficial owner	108,000,000	12.44%
Limited_(Note 3)_		(Note 4)

Notes:

1. The entire issued share capital of Automatic Result is solely and beneficially owned by Mr Tong Kit Shing, the chairman and an executive director of the Company. Mr Liu Guoyao is the sole director of Automatic Result. Both Mr Tong and Mr Liu are deemed to be interested in all the interest in Shares held by Automatic Result by virtue of the SFO.

2. The number of Shares held by Automatic Result does not take into account any Shares which may fall to be allotted and issued upon exercise of:

3. (i) the conversion right attaching to the convertible bonds subscribed for by Automatic Result pursuant to the subscription agreement dated 26 April 2006 made by the Company with Automatic Result as the subscriber as disclosed in the announcement of the Company dated 26 April 2006; or

4. (ii) the subscription right attaching to the warrants issued by the Company in units of subscription right of HK$5.00 each (subject to adjustment) in the proportion of two warrants for every 10 existing Shares held by the then shareholders of the Company (including Automatic Result) on 22 September 2006 as disclosed in the announcement of the Company dated 25 August 2006.

24

GENERAL INFORMATION

APPENDIX

1. Dato Dr Cheng Yu-Tung beneficially owns all the issued shares in Chow Tai Fook Nominee Limited.

2. The number of Shares held by Chow Tai Fook Nominee Limited does not take into account any Shares which may fall to be allotted and issued upon exercise of the subscription right attaching to the warrants issued by the Company in units of subscription right of HK$5.00 each (subject to adjustment) in the proportion of two warrants for every 10 existing Shares held by the then shareholders of the Company (including Chow Tai Fook Nominee Limited) on 22 September 2006 as disclosed in the announcement of the Company dated 25 August 2006.

3. (b) Save as disclosed above, the Directors and chief executive of the Company are not aware of any other person who, as at the Latest Practicable Date, had an interest or a short position in the shares and underlying shares of the Company which would fall to be disclosed to the Company under the provisions of Divisions 2 and 3 of Part XV of the SFO, or who was, directly or indirectly, interested in 10% or more of the nominal value of any class of share capital carrying rights to vote in all circumstances at general meetings of any other member of the Group.

5. DIRECTORS’ SERVICE CONTRACTS

As at the Latest Practicable Date and save as disclosed in the annual report of the Company for the financial year ended 31 March 2006, none of the Directors has entered or proposed to enter into a service contract with any member of the Group which is not determinable by the employer within one year without payment of compensation (other than statutory compensation).

6. LITIGATION

As at the Latest Practicable Date, neither the Company nor any of its subsidiaries was engaged in any litigation or arbitration or claims of material importance which is known to the Directors to be pending or threatened by or against either the Company or any of its subsidiaries.

7. COMPETING INTEREST

As at the Latest Practicable Date, none of the Directors or any of their respective associate(s) was interested in any business, apart from the business of the Group, which competes or is likely to compete, either directly or indirectly, with that of the Group.

8. CORPORATE INFORMATION

Registered office	Cricket Square
	Hutchins Drive
	P.O. Box 2681
	Grand Cayman KY1-1111
	Cayman Islands
Head office and principal place	Room 2302, 23rd Floor
of business in Hong Kong	Lippo Centre Tower II
	89 Queensway
	Admiralty
	Hong Kong

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GENERAL INFORMATION

APPENDIX

Company secretary and Qualified accountant

Mr Hong Kin Choy FCCA, CPA (practising)

Authorised representatives

Mr Tong Kit Shing Mr Liu Guo Yao

Auditors

CCIF CPA Limited Certified Public Accountants 1/F., Sunning Plaza 10 Hysan Avenue Causeway Bay Hong Kong

Financial adviser to the Company REXCAPITAL (Hong Kong) Limited 34/F., COSCO Tower Grand Millennium Plaza 183 Queen’s Road Central Hong Kong Legal adviser to the Company Chiu & Partners as to Hong Kong law 41st Floor, Jardine House 1 Connaught Place Hong Kong Principal share registrar and Bank of Bermuda (Cayman) Limited transfer office 3/F, 36C Bermuda House P.O. Box 513 G..T. Dr, Roy’s Drive, George Town Grand Cayman, Cayman Islands British West Indies Hong Kong branch share Abacus Share Registrars Limited registrar and transfer office 26th Floor, Tesbury Centre 28 Queen’s Road East Wanchai, Hong Kong Principal Bankers Bank of China (Hong Kong) Limited DBS Bank (Hong Kong) Limited The Hongkong and Shanghai Banking Corporation Limited Bank of Communications Co., Ltd.

9. GENERAL

In the event of inconsistency, the English text of this circular shall prevail over the Chinese text.

26