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

Sep 6, 2006

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

This circular does not constitute an offer or invitation to subscribe for or purchase any securities nor is it calculated to invite any such offer or invitation.

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 stockbroker or other registered dealer 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, you should at once hand this circular and the accompanying form of proxy to the purchaser, the transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

The Stock Exchange of Hong Kong Limited and Hong Kong Securities Clearing Company Limited take no responsibility for the contents of this circular, make 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)

PROPOSED BONUS ISSUE OF WARRANTS PROPOSED GRANT OF SPECIAL MANDATE AND

NOTICE OF EXTRAORDINARY GENERAL MEETING

A notice convening the EGM of Uni-Bio Science Group Limited to be held at Room 2302, 23rd Floor, Lippo Centre Tower II, 89 Queensway, Admiralty, Hong Kong on Friday, 22 September 2006 at 11:15 a.m. (or such later time immediately after the close of the AGM) is set out on pages 21 to 23 of this circular. Whether or not you are able to attend and vote at the EGM, you are requested to complete the enclosed proxy form in accordance with the instructions printed thereon and deposit the same with the Company’s Hong Kong branch share registrar and transfer office, Abacus Share Registrars Limited, at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding of the EGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the EGM or any adjournment thereof should you so wish.

• For identification purpose only

6 September 2006

CONTENTS

	Page
Expected timetable. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	ii
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Appendix – Summary of terms of the Warrants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	11
Notice of EGM. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	21

i

2006

EXPECTED TIMETABLE

Last day of dealings in Shares cum entitlements to the Bonus Issue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Friday, 15 September

First day for dealings in Shares ex-entitlements

to the Bonus Issue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Monday, 18 September

Latest time for lodging transfers of Shares for

entitlements to the Bonus Issue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4:00 p.m., Tuesday, 19 September

Closure of the register of members (both days inclusive)

from . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Wednesday, 20 September to . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Friday, 22 September

Latest time for lodging forms of proxy for EGM . . . . . . . . . . . . . . . 11:15 a.m., Wednesday, 20 September

EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11:15 a.m. (or such later time immediately after the close of the AGM), Friday, 22 September

Record Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Friday, 22 September

Despatch of the Warrant certificates on or before . . . . . . . . . . . . . . . . . . . . . . . . . . . . Friday, 29 September

Commencement of dealings in the Warrants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Wednesday, 4 October

Note: All times refer to Hong Kong local time

ii

DEFINITIONS

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

• “AGM” the annual general meeting of the Company to be convened and held at Room 2302, 23rd Floor, Lippo Centre Tower II, 89 Queensway, Admiralty, Hong Kong at 11:00 a.m. on Friday, 22 September 2006

• “Announcement” the announcement of the Company dated 25 August 2006 relating to, among other matters, the Bonus Issue and the grant of the Special Mandate

• “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 Kit Shing (a Director) and of which Mr Liu Guoyao (a Director) is the sole director

• “Board” the board of Directors

• “Bonus Issue” the proposed conditional bonus issue of Warrants by the Company to the Qualifying Shareholders on the basis of two Warrants for every 10 existing Shares held on the Record Date

• “CCASS” Central Clearing and Settlement System, established and operated by HKSCC

• “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

• “Companies Law” the Companies Law, Cap. 22 (Law 3 of 1961, as consolidated and revised) of the Cayman Islands

• “Convertible Bonds” the three-year zero coupon convertible bonds in the aggregate principal sum of HK$114 million issued by the Company to Automatic Result on 14 June 2006 pursuant to the terms of the subscription agreement dated 26 April 2006 made between the Company and Automatic Result as announced by the Company in its announcement dated 26 April 2006

• “Directors” directors of the Company

1

DEFINITIONS

“EGM”

the extraordinary general meeting of the Company to be convened and held at Room 2302, 23rd Floor, Lippo Centre Tower II, 89 Queensway, Admiralty, Hong Kong at 11:15 a.m. (or such later time immediately after the close of the AGM) on Friday, 22 September 2006, or any adjournment thereof, the notice of which is set out on pages 21 to 23 of this circular

• “Group”

the Company and its subsidiaries

• “HKSCC”

Hong Kong Securities Clearing Company Limited

• “Hong Kong”

• the Hong Kong Special Administrative Region of the People’s Republic of China

• “Latest Practicable Date” 4 September 2006, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained herein

• “Listing Committee”

• the listing sub-committee of the board of directors of the Stock Exchange

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

• “Overseas Shareholders” Shareholder(s) whose name(s) appear(s) on the Register of Members as at the close of business on the Record Date and whose address(es) as shown on the Register of Members on that date is(are) outside Hong Kong and in respect of whom the Directors, based on legal opinions consider the exclusion from the Bonus Issue to be necessary or expedient on account either of the legal restrictions under the law of the relevant place or the requirements of the relevant regulatory body or stock exchange in that place

• “Qualifying Shareholders”

• the Shareholder(s), other than Overseas Shareholder(s), whose name(s) appear on the Register of Members on the Record Date

• “Record Date”

• Friday, 22 September 2006, being the record date for determination of entitlements of Shareholders to the Bonus Issue

• “Register of Members”

the principal or branch register of members of the Company maintained in the Cayman Islands or Hong Kong respectively

2

DEFINITIONS

• “Registrars” Abacus Share Registrars Limited, whose office is at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong in their capacity as the Company’s branch share registrar and transfer office in Hong Kong of the Shares and the share registrar of the Warrants

• “Share(s)” ordinary share(s) of nominal value of HK$0.10 each in the issued share capital of the Company

• “Shareholder(s)” holder(s) for the time being of the Share(s) “Share Option Scheme” the existing share option scheme of the Company adopted pursuant to a written resolution passed by the then Shareholders on 22 October 2001

• “Special Mandate” a special mandate to allot and issue Shares to be sought from the Shareholders at the EGM to satisfy the allotment and issue of such number of new Shares upon exercise of the subscription right attaching to the Warrants

• “Stock Exchange” The Stock Exchange of Hong Kong Limited “Warrants” Warrant(s) to be constituted by an instrument by way of deed poll to be executed by the Company and to be issued by the Company under the Bonus Issue entitling the holders to subscribe in cash for new Shares at subscription price of HK$5.00 per Share (subject to adjustment as summarized in the Appendix to this circular), a summary of the terms of which is set out in the Appendix to this circular

• “HK$” Hong Kong dollars “%” per cent.

3

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

Head office and principal place

of business in Hong Kong: Room 2302, 23rd Floor Lippo Centre Tower II 89 Queensway, Admiralty Hong Kong

6 September 2006

To the Shareholders

Dear Sir or Madam,

PROPOSED BONUS ISSUE OF WARRANTS PROPOSED GRANT OF SPECIAL MANDATE

AND NOTICE OF EXTRAORDINARY GENERAL MEETING

INTRODUCTION

It was announced on 25 August 2006 that the Directors proposed that the Bonus Issue be made. Furthermore, the Directors proposed that the Special Mandate be granted to the Directors following the approval of the Bonus Issue at the EGM.

The purpose of this circular is to provide you with, among other things, further information on the proposed Bonus Issue and the proposed grant of the Special Mandate. A notice of the EGM at which resolutions relating to the proposed Bonus Issue and the proposed grant of the Special Mandate is also enclosed with this circular.

• For identification purpose only

4

LETTER FROM THE BOARD

BONUS ISSUE OF WARRANTS

A summary of the principal terms of the Warrants is set out in the Appendix to this circular.

(1) Conditions of the Bonus Issue

The Bonus Issue is conditional upon:

• (i) the passing of an ordinary resolution approving the Bonus Issue and the issue of Shares pursuant to the exercise of the subscription rights attaching thereto at the EGM; and

• (ii) the Listing Committee of the Stock Exchange granting listing of, and permission to deal in, the Warrants and any Shares which may fall to be allotted and issued upon exercise of the subscription rights attaching to the Warrants.

(2) Basis of the Bonus Issue

The Bonus Issue will be made on the basis of two Warrants for every 10 existing Shares held by the Shareholders (except for the Overseas Shareholders, where appropriate) whose names appear on the Register of Members on the Record Date.

(3) Closure of Register of Members

The Register of Members will be closed from Wednesday, 20 September 2006 to Friday, 22 September 2006 (both days inclusive) in order to determine entitlements to the Bonus Issue.

Shareholders are reminded that in order to qualify for the Bonus Issue, they must ensure that all transfers accompanied by the relevant share certificates are lodged with the Registrars, for registration not later than 4:00 p.m. on Tuesday, 19 September 2006.

It is expected that the last day for trading in Shares cum entitlements to the Bonus Issue would be Friday, 15 September 2006 and the first day for trading in Shares ex entitlements to the Bonus Issue would be Monday, 18 September 2006.

(4) Status of the Warrants and the Shares to be issued upon exercise of Warrants

The Warrants will rank pari passu among themselves respectively upon issue.

Shares which may fall to be allotted and issued upon the exercise of the subscription rights attaching to the Warrants will, subject to the Memorandum of Association and the Articles of Association of the Company, rank for any dividends and other distributions and/or offers of further securities made by the Company, the record date for which is on or after the relevant subscription date and subject thereto, pari passu in all respects with the then existing issued Shares on the relevant subscription date.

5

LETTER FROM THE BOARD

(5) Warrant Certificates and Dealings

It is expected that certificates for the Warrants will be posted, by ordinary post, on or around Friday, 29 September 2006 at the risk of the persons entitled thereto to their respective addresses shown on the Register of Members.

In the case of joint shareholdings, the Warrants will be posted to the address of the member whose name stands first on the register of members of the Company in respect of such joint holdings.

Subject to the fulfillment of the conditions for the Bonus Issue as referred to above, dealings in the Warrants on the Stock Exchange are expected to commence on Wednesday, 4 October 2006.

The subscription price is HK$5.00 per Share (subject to adjustment as summarized in the Appendix to this circular) and a board lot of 12,000 units of Warrants will entitle the holder to subscribe for a total of 12,000 Shares. So far as possible, certificates will be issued in board lots of Warrants.

Dealings in the Warrants and in any Shares which may fall to be allotted and issued upon the exercise of subscription rights attaching to the Warrants will be subject to Hong Kong stamp duty.

(6) Fractional Entitlements

Fractional entitlements will be disregarded but will be aggregated and sold for the benefit of the Company.

(7) Subscription Price

The Warrants will entitle the holders to subscribe for new Shares at a price of HK$5.00 per Share in cash, subject to adjustment as summarized in the appendix to this circular.

The subscription price of HK$5.00 represents:

• (i) a premium of approximately 27.6 per cent. to the closing price of HK$3.92 per Share on the Stock Exchange on 25 August 2006 (being the last trading day before the publication of the Announcement);

• (ii) a premium of approximately 29.9 per cent. to the average closing price per Share of HK$3.850 as quoted on the Stock Exchange for the last five trading days prior to and including 25 August 2006;

• (iii) a premium of approximately 29.2 per cent. to the average closing price per Share of HK$3.869 as quoted on the Stock Exchange for the last ten trading days prior to and including 25 August 2006; and

6

LETTER FROM THE BOARD

• (iv) a premium of approximately 28.2 per cent. to the closing price of HK$3.90 per share on the Stock Exchange on the Latest Practicable Date.

Based on 868,000,000 Shares in issue as at the Latest Practicable Date and on the assumption that no Shares would be issued or repurchased by the Company prior to the EGM, the exercise in full of the Warrants will result in the issue of 173,600,000 new Shares, representing (i) 20.00% of the existing issued share capital of the Company and (ii) about 16.67% of the issued share capital of the Company as enlarged by the allotment and issue of the Shares upon exercise in full of the Warrants.

Save for (i) the options carrying the rights to subscribe for up to a total of 72,000,000 Shares have been granted and outstanding under the existing Share Option Scheme (which options may be exercisable by the holders thereof until 21 October 2011) and (ii) up to 120,000,000 new Shares which may fall to be allotted and issued upon exercise in full of the conversion rights attaching to the Convertible Bonds (comprising (i) tranche 1 of a total principal amount of HK$57 million which may be convertible from the date falling six (6) months from 14 June 2006 (being the date of issue of the Convertible Bonds) and expiring on 13 June 2009 and (ii) tranche 2 of a total principal amount of HK$57 million 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 Automatic Result on 14 June 2006, there is no other outstanding equity securities of the Company as at the Latest Practicable Date.

It is expected that the Company will receive net proceeds of about HK$867.7 million upon exercise in full of the Warrants.

(8) Subscription Period

The Warrants may be exercised at any time during the period from 4 October 2006 up to and until 4:00 p.m. on 3 October 2008 (if that day is not a business day, the business day immediately preceding that day) (both days inclusive).

(9) Overseas Shareholders

As at the Latest Practicable Date and based on the information obtained from the Company’s Hong Kong branch share registrar and transfer office, Abacus Share Registrars Limited, none of the Shareholders as recorded on the Register of Members had address(es) which is/ are outside Hong Kong.

If as at the close of business on the Record Date, a Shareholder’s address as recorded on the Register of Members is in a place outside Hong Kong, that Shareholder may not be eligible to participate in the Bonus Issue. If necessary, the Board will make enquiries as to whether the Bonus Issue to the Overseas Shareholders may contravene the applicable securities legislation of the relevant overseas places or the requirements of the relevant regulatory body or stock exchange. If, after making such enquiry, the Board is of the opinion that it would be necessary or expedient, on account either of the legal restrictions under the laws of the relevant place or any requirement of the relevant regulatory body or stock exchange

7

LETTER FROM THE BOARD

in that place, not to offer to such Overseas Shareholders, no issue of the Warrants will be made to such Overseas Shareholders. Such Overseas Shareholders receiving a copy of the circular relating to the Bonus Issue outside Hong Kong may not treat the same as an invitation to participate in the Bonus Issue unless such invitation could lawfully be made to such Overseas Shareholders without having to comply with any registration or other legal requirements in the relevant territory. In the circumstance, such Overseas Shareholders will not be permitted to participate in the Bonus Issue and the benefit thereof will accrue to the Company.

(10) Application for Listing

Application will be made to the Listing Committee of the Stock Exchange for listing of, and permission to deal in, the Warrants and any Shares which may fall to be allotted and issued upon the exercise of subscription rights attaching to the Warrants. No part of the securities of the Company is listed on or dealt in any other stock exchange and no such listing or permission to deal is being or is proposed to be sought.

Application will be made to HKSCC for the admission of the Warrants into CCASS. Subject to the granting of listings of, and permission to deal in, the Warrants and any Shares which may fall to be issued upon exercise of the subscription rights attaching to the Warrants on the Stock Exchange, as well as the compliance with the stock admission requirements of HKSCC, the Warrants and any Shares which may fall to be issued upon exercise of the subscription rights attaching to the Warrants will be accepted as eligible securities by HKSCC for deposit, clearance and settlement in the CCASS with effect from the commencement date of dealings in the Warrants or such other date as determined by HKSCC. Settlement of transactions between participants of the Stock Exchange on any trading day is required to take place in CCASS on the second trading day thereafter. All activities under CCASS are subject to the general rules of CCASS and CCASS operational procedures in effect from time to time.

(11) Board lot

The Warrants are expected to be traded in the board lots of 12,000.

REASONS FOR THE BONUS ISSUE

The Board believes that the Bonus Issue will provide the Shareholders with the opportunity to participate in the future growth of the Group. The Bonus Issue will also strengthen the equity base of the Company and increase the Company’s working capital if and when the subscription rights attaching to the Warrants are exercised.

8

LETTER FROM THE BOARD

USE OF PROCEEDS

Full exercise of the Warrants would result in the receipt by the Company of HK$868,000,000, before expenses. The Company has not presently planned for any specific use of the proceeds save as to say that it is the present intention of the Board to apply the proceeds of the Bonus Issue for general working capital of the Company or for such other purposes as the Directors deem necessary, taking into consideration the requirements of the Company prevailing at the relevant time.

TAXATION

Shareholders are recommended to consult their professional advisers if they are in any doubt as to the taxation implications of holding, dealing or exercising the Warrants and, as regards Overseas Shareholders, their receipt of the net proceeds of sale of the Warrants otherwise falling to be issued to them under the Bonus Issue. It is emphasized that none of the Company, its Directors or any other parties involved in the Bonus Issue accepts responsibility for any tax effects or liabilities of holders of Shares or Warrants resulting from the purchase, holding, disposal or exercise of Shares or Warrants.

SPECIAL MANDATE

In contemplation of the Bonus Issue, the Company will seek the grant of a Special Mandate from the Shareholders to allot and issue the Bonus Shares in connection with the Bonus Issue.

EGM

Set out on pages 21 to 23 of this circular is a notice convening the EGM at which, ordinary resolutions will be proposed to approve (i) the Bonus Issue and (ii) the grant of the Special Mandate.

A form of proxy for the EGM is enclosed with this circular. Whether or not you are able to attend the EGM in person, you are requested to complete the form of proxy in accordance with the instructions printed thereto and return it to the Company’s branch share registrar and transfer office in Hong Kong, Abacus Share Registrars Limited, at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for holding the EGM. Completion and return of the form of proxy will not preclude you from attending and voting in person at the EGM or any adjournment thereof should you so wish.

PROCEDURES FOR DEMANDING A POLL AT THE EGM

Article 66 of the Articles of Association sets out the following procedure by which Shareholders may demand a poll.

9

LETTER FROM THE BOARD

At any general meeting, a resolution put to the vote of the meeting shall be decided on a show of hands unless voting by way of a poll is required by the Listing Rules or (before or on the declaration of the result of the show of hands or on the withdrawal of any other demand for a poll) a poll is duly demanded. A poll may be demanded by:

• (i) the chairman of the meeting; or

• (ii) at least three members present in person or in the case of a member being a corporation by its duly authorised representative or by proxy for the time being entitled to vote at the meeting; or

• (iii) any member or members present in person or in the case of a member being a corporation by its duly authorised representative or by proxy and representing not less than one-tenth of the total voting rights of all the members having the right to vote at the meeting; or

• (iv) a member or members present in person or in the case of a member being a corporation by its duly authorised representative or by proxy and holding shares in the Company conferring a right to vote at the meeting being shares on which an aggregate sum has been paid up equal to not less than one-tenth of the total sum paid up on all the shares conferring that right; or

• (v) if required by the Listing Rules, by any Director or Directors who, individually or collectively, hold proxies in respect of Shares representing five per cent. (5%) or more of the total voting rights at such meeting.

RECOMMENDATIONS

The Board considers that the ordinary resolutions to be proposed at the EGM are in the best interests of the Company and the Shareholders as a whole and recommends the Shareholders to vote in favour of such resolutions at the EGM.

RESPONSIBILITY OF THE DIRECTORS

This circular includes particulars given 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 and confirm, having made all reasonable enquiries, that to the best of their knowledge and belief, there are no other facts the omission of which would make any statement herein misleading.

Yours faithfully,

By order of the Board Tong Kit Shing Chairman

10

SUMMARY OF TERMS OF THE WARRANTS

APPENDIX

The Warrants will be issued subject to and with the benefit of the instrument by way of deed poll (the “ Instrument ”) to be executed by the Company. The Warrants will be issued in registered form and will form one class and rank pari passu in all respects with each other.

The principal terms and conditions of the Warrants (the “ Conditions ”) will be set out in the Warrant certificates and will include provisions to the effect set out below. Holders of the Warrants will be entitled to the benefit of, and will be bound by, and be deemed to have notice of the Conditions. They will also be entitled to the benefit of, and will be bound by, and be deemed to have notice of the provisions of the relevant Instrument, copies of which will be available from the Registrars.

1. Subscription Rights

• (a) In this Appendix, unless otherwise stipulated, the following terms shall have the following meanings:

“Subscription Date” means the date on which the Subscription Rights or any part thereof are exercised;

“Subscription Period” means the period during which the Subscription Rights can be exercised;

“Subscription Price” means the sum payable in respect of each Share upon exercise of the Subscription Rights; and

• “Subscription Rights” means the subscription rights to be attached to the Warrants to subscribe for Shares.

• (b) The Warrants

The registered holder of the time being of a Warrant will have the Subscription Right to subscribe the whole or part (in whole multiples of 12,000 Warrants each subject to adjustment) of the amount in respect of which the Warrant is issued for fully paid Shares at the Subscription Price (subject to adjustment as summarized in the appendix to this circular) of HK$5.00 per Share. The Subscription Rights attaching to the Warrants may be exercised during the period from 4 October 2006 up to and until 4:00 p.m. (Hong Kong time) on 3 October 2008 (if that day is not a business day, the business day immediately preceding that day) (both days inclusive). Any Subscription Rights attaching to the Warrants which have not been exercised at or before 4:00 p.m. (Hong Kong time) on 3 October 2008 (or such earlier date as provided in the Instrument) will lapse and the Warrants will cease to be valid for any purpose. Payment of the Subscription Price must be made in immediately available funds. If such payment is not received, the Warrants comprised in the relevant exercise of Subscription Rights will not be treated as exercised earlier than the date of receipt of such payment. No such payment will be accepted after 4:00 p.m. (Hong Kong time) on 3 October 2008 (or such earlier date as aforesaid).

11

SUMMARY OF TERMS OF THE WARRANTS

APPENDIX

• (c) Each Warrant certificate will contain a subscription form. In order to exercise his Subscription Rights, a warrantholder must complete and sign the subscription form and deliver the Warrant certificate together with a remittance for the relevant subscription monies for the Shares in respect of which the Subscription Rights are being exercised, to the registrars of warrantholders, and any such delivery shall constitute an irrevocable commitment by such warrantholder to exercise such Subscription Rights. In each case compliance must also be made by the exercising warrantholder with any exchange control, fiscal or other laws or regulations for the time being applicable.

• (d) Except where the exercising warrantholder exercises all the Subscription Rights represented by his Warrant, he must exercise his Subscription Rights in whole multiples of 12,000 units of Subscription Rights of the Warrants.

• (e) No fraction of a Share will be allotted but any balance representing fractions of the Subscription Price paid on the exercise of the Subscription Rights will be retained by the Company for its own use, provided always that if the Subscription Rights represented by any one or more Warrant certificates are exercised at the same time by the same warrantholder then, for the purposes of determining whether any (and if so what) fraction of a Share arises, the Subscription Rights represented by such Warrant certificates will be aggregated.

• (f) The Company undertakes in the Instrument that Shares falling to be issued upon the exercise of the Subscription Rights will be allotted and issued no later than ten business days (as defined in the Instrument) after the relevant Subscription Date and will rank pari passu with the fully paid Shares in issue on the relevant Subscription Date and accordingly will entitle the holders to participate in all dividends or other distributions declared, paid or made on or after the relevant Subscription Date unless adjustment has been made as provided in the Conditions and other than any dividend or other distribution previously declared or recommended or resolved to be paid or made if the record date therefor is before the relevant Subscription Date and notice of the amount and record date has been given to the Stock Exchange (as defined in the Instrument) prior to the relevant Subscription Date.

• (g) As soon as practicable after the relevant allotment of Shares (and not later than 10 business days (as defined in the Instrument) after the relevant Subscription Date) there will be issued free of charge of the warrantholder(s):

• (i) a certificate (or certificates) for the relevant Shares in the name(s) of such warrantholder(s);

• (ii) (if applicable) a balancing Warrant certificate in registered form in the name(s) of such warrantholder(s) in respect of any Subscription Rights remaining unexercised;

• (iii) (if applicable) a certificate in registered form evidencing the right of the exercising warrantholder to the allotment of an additional nominal amount of the capital of the Company, in the event that the credit standing to the subscription right reserve (see paragraph 4 below) is insufficient for the purpose for which it is established; and

12

SUMMARY OF TERMS OF THE WARRANTS

APPENDIX

• (iv) (if applicable) a certificate of any balance of fractions of Subscription Price paid on exercise of the Subscription Rights which is retained pursuant to the provisions referred to in (e) above.

The certificate(s) for Shares arising on the exercise of Subscription Rights, the balancing Warrant certificate (if any), the certificate evidencing the right to allotment of an additional nominal amount of capital (if any) and the certificate of the balance of fractions of Subscription Price retained by the Company (if any) will be sent by ordinary post at the risk of such warrantholder(s) to the address of such warrantholder or (in the case of a joint holding) to that one of them whose name stands first on the register of warrantholders. If the Company agrees, such certificates may by prior arrangement be retained by the Registrars to await collection by the relevant warrantholder(s).

2. Adjustments to Subscription Price

Both Instruments contain detailed provisions relating to the adjustment of the Subscription Price. The following is a summary of, and is subject to, the adjustment provisions of the Instruments:

• (a) The Subscription Price will be adjusted (except as mentioned in sub-paragraphs (b) and (c) below) as provided in the Instrument in each of the following cases:

• (i) an alteration of the nominal amount of the Shares by reason of any consolidation or subdivision;

• (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);

• (iii) a Capital Distribution (as defined in the Instrument) being made by the Company, whether on a reduction of capital or otherwise, to holders of the Shares in their capacity as such;

• (iv) a grant by the Company to the holders of Shares (in their capacity as such) of rights to acquire for cash assets of the Company or any of its Subsidiaries (as defined in the Instrument);

• (v) an offer or grant by the Company to holders of Shares by way of rights or of options or warrants to subscribe for new Shares at a price which is less than 90 per cent. of the market price (calculation as provided in the Instrument);

• (vi) an issue wholly for cash being made by the Company or any other company of securities convertible into or exchangeable for or carrying rights or subscription for new Shares, if in any case the total Effective Consideration (as defined in the Instrument) per Share is less than 90 per cent. of the market price (calculation as provided in the Instrument), or the terms of any such issue being altered so that the said total Effective Consideration is less than 90 per cent. of such market price;

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• (vii) an issue being made by the Company wholly for cash of Shares (other than pursuant to a Share Option Scheme (as defined in the Instrument)), at a price less than 90 per cent. of the market price (calculation as provided in the Instrument); and

• (viii) a cancellation of any Shares repurchased by the Company (other than on the Stock Exchange or any other stock exchange recognized for such purpose) in circumstances where the Directors consider that it may be appropriate to make an adjustment to the Subscription Price.

• (b) Except as mentioned in sub-paragraph (c) below, no such adjustment as referred to in subparagraph (a) above will be made in respect of:

• (i) an issue of fully paid Shares upon the exercise of any conversion rights attached to securities convertible into Shares or upon the exercise of any rights (including the Subscription Rights) to acquire shares;

• (ii) an issue of Shares or other securities of the Company or any Subsidiary (as defined in the Instrument) wholly or partly convertible into, or rights to acquire, Shares to executive Directors or employees of the Company or any Subsidiaries or their personal representatives pursuant to a Share Option Scheme (as defined in the Instrument);

• (iii) an issue by the Company of Shares or by the Company or any Subsidiary of securities wholly or partly convertible into or rights to acquire Shares, in any such case in consideration or part consideration for the acquisition of any other securities, assets or business;

• (iv) an issue of fully paid Shares by way of capitalization of all or part of the Subscription Right Reserve (as defined in the Instrument) to be established in certain circumstances pursuant to the terms and conditions contained in the Instrument (or any similar reserve which has been or may be established pursuant to the terms of any other securities wholly or partly convertible into or rights to acquire Shares);

• (v) an issue of Shares in lieu of a cash dividend where an amount not less than the nominal amount of the Shares so issued is capitalized and the market value (calculated as provided in the Instrument) of such Shares is not more than 110 per cent. of the amount of dividends which holders of Shares could elect to or would otherwise receive in cash;

• (vi) the issue of the Warrants;

• (vii) the issue of Shares pursuant to the exercise of the Warrants; and

• (viii) the issue of Shares upon the exercise of the conversion right attaching to the Convertible Bonds at HK$0.95 per Share (subject to adjustment).

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• (c) Notwithstanding the provisions referred to in sub-paragraphs (a) and (b) above, in any circumstances where the Directors consider that an adjustment to the Subscription Price provided for under the said provisions should not be made or should be calculated on a different basis or that an adjustment to the Subscription Price should be made notwithstanding that no such adjustment is required under the said provisions, the Directors may appoint an approved merchant bank or the auditors of the Company to consider whether for any reason whatever the adjustment to be made (or the absence of adjustment) would or might not fairly and appropriately reflect the relative interest of the persons affected thereby and, if such approved merchant bank or the auditors of the Company considers this to be the case, the adjustment will be modified or nullified or an adjustment made instead of no adjustment in such manner (including without limitation, making an adjustment calculated on a different basis) as is certified by such an approved merchant bank or the auditors of the Company to be in its opinion appropriate.

• (d) Any adjustment to the Subscription Price will be made to the nearest one cent so that any amount under half a cent will be rounded down and any amount of half a cent or more will be rounded up. No adjustment will be made to the Subscription Price in any case in which the amount by which the same would be reduced would be less than one cent and any adjustment which would otherwise then be required will not be carried forward. No adjustment may be made (except on a consolidation of Shares) which would increase the Subscription Price.

• (e) Every adjustment to the Subscription Price will be certified by the auditors of the Company or an approved merchant bank and notice of each adjustment (giving the relevant particulars) will be given to warrantholders. Any such certificates of the auditors and/or approved merchant bank will be available at the principal place of business for the time being of the Company in Hong Kong, where copies may be obtained without charge.

3. Registered Warrants

The Warrants will be issued in registered form. The Company will be entitled to treat the registered holder of any Warrant as the absolute owner thereof and accordingly will not, except as ordered by a Court of competent jurisdiction or required by law, be bound to recognise any equitable or other claim to or interest in such Warrants on the part of any other person, whether or not it has express or other notice thereof.

4. Subscription right reserve

The Instrument provides that, subject to such provision not contravening any laws of the Cayman Islands for the time being applicable to the Company, if the Company does any act which would result in the Subscription Price being reduced below the par value of a Share, a subscription right reserve is to be created and applied in paying up the difference between the Subscription Price and the par value of a Share on any exercise of the Warrants.

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5. Transfer, transmission, register, voting and document destruction

• (a) The Subscription Rights will be transferable, in whole amounts or multiples of the Subscription Price for the time being in force, by instrument of transfer in any usual or common form or in any other form which may be approved by the Directors. The Company will maintain a register of warrantholders accordingly. Transfers of Warrants must be executed by both the transferor and the transferee. The provisions of the Company’s articles of association for the time being relating to the registration, transfer and transmission of Shares and the register of members shall, mutatis mutandis, apply (unless inconsistent with any of the provisions of the Instrument or the Conditions) to the registration, transfer and transmission of the Warrants and the register of warrantholders, save that the Company shall not be obliged (but may if the Directors so resolve) to maintain any register of warrantholders at any place outside Hong Kong.

• (b) Where the transferor or transferee is HKSCC Nominees Limited or its successor thereto (or such other company as may be approved by the Directors for the purpose), the transfers may be executed under the hands of authorised person(s) or by machine imprinted signatures on its behalf or of such person(s) as the case may be.

• (c) The Instrument contains provisions which incorporate by reference certain provisions of the Company’s articles of association from time to time in force to regulate the maximum number of holders of a Warrant, the appointment of proxies, attorneys and corporate representatives by warrantholders, the signing and delivery of instruments appointing proxies, attorneys and corporate representatives by warrantholders, voting and the right to speak at warrantholders’ meetings by warrantholders, their proxies, attorneys and corporate representatives, the rights of joint holders of a Warrant and the destruction of documents which have been cancelled or registered.

  • Note: Persons who hold Warrants and have not registered the Warrants in their own names and wish to exercise the Warrants may incur additional costs and expense in connection with any expedited re-registration of the Warrants prior to the transfer or exercise of the Warrants, particularly during the period commencing ten Stock Exchange trading days prior to and including the last day for subscription, or such earlier date as provided in the Instrument.

In addition, since the Warrants will be admitted to CCASS so far as applicable laws or regulations of relevant regulatory authorities, terms of the Instrument and circumstances permit, the last trading day of the Warrants will be on a date which is at least three Stock Exchange trading days prior to their expiry or such earlier date as provided in the Instrument.

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APPENDIX

6. Purchase and cancellation

The Company or any of the Subsidiaries (as defined in the Instrument) may at any time purchase Warrants:

• (a) in the open market or by tender (available to all warrantholders alike) at any price; or

• (b) by private treaty at a price, exclusive of expenses, not exceeding 110 per cent. of the closing price prior to the date of purchase of the Warrants on the Stock Exchange,

but not otherwise. All Warrants purchased as aforesaid will be cancelled forthwith and may not be re-issued or re-sold.

7. Meetings of the warrantholders and modification of rights

• (a) The Instrument contains provisions for convening meetings of warrantholders to consider any matter affecting the interests of warrantholders, including the modification by an Extraordinary Resolution (as defined in the Instrument) of the provisions of the Instrument and/or of the Conditions. An Extraordinary Resolution duly passed at any such meeting will be binding on the warrantholders, whether present or not.

• (b) All or any of the rights for the time being attached to the Warrants (including any of the provisions of the Instrument) may from time to time (whether or not the Company is being wound up) be altered or abrogated (including but without prejudice to that generality by waiving compliance with, or by waiving or authorising any past or proposed breach of, any of the provisions of the Conditions and/or the Instrument) and the sanction of an Extraordinary Resolution shall be necessary and sufficient to effect such alteration or abrogation.

• (c) Where the warrantholder is a recognised clearing house (within the meaning of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)) or its nominee(s), it may authorize such person or persons as it thinks fit to act as its representative (or representatives) or proxy (or proxies) at any warrantholders’ meeting provided that, if more than one person is so authorised, the authorization or proxy form must specify the number and class of warrants in respect of which each such person is so authorised. The person so authorised will be entitled to exercise the same power on behalf of the recognized clearing house as that clearing house or its nominee(s) could exercise as if such person were an individual warrantholder of the Company.

• (d) The quorum for a meeting of warrantholders shall be two warrantholders present in person or by proxy and being or presenting in the aggregate the holders of not less than ten per cent. of the Warrants for the time being outstanding. No business (other than the choosing of a chairman) shall be transacted at any meeting unless the requisite quorum is present at the commencement of any such meeting.

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8. Closure of register of warrantholders

The registration of transfers of Warrants may be suspended and the register of warrantholders may be closed for such period as the Directors may from time to time direct, provided that registration may not be suspended or such register be closed for periods exceeding in the whole 30 days or, with the approval of an ordinary resolution of the warrantholders, for periods not exceeding in the whole 60 days in any one year. Any transfer or exercise of the Subscription Rights attaching to the Warrants made while the register of warrantholders is closed shall, as between the Company and the person claiming under the relevant transfer of Warrants or, as the case may be, as between the Company and the warrantholder who has so exercised the Subscription Rights attaching to his Warrant (but not otherwise), be considered as made immediately after the re-opening of the register of warrantholders.

9. Overseas warrantholders

The Conditions contain provisions restricting the rights of warrantholders who are resident in or nationals of a Restricted Jurisdiction from exercising the Subscription Rights attaching to any Warrants held by such warrantholders. “Restricted Jurisdiction” is defined as including the United States of America, any of its territories or possessions, the United Kingdom, Canada, any jurisdiction under the laws of which an exercise of Subscription Rights by a warrantholder who is national or resident thereof or the performance by the Company of the obligations expressed to be assumed by it under the Instrument or the Conditions cannot be carried out lawfully or cannot be carried out lawfully without the Company first having taken certain actions in such jurisdiction, and any other country, state or territory nominated by the Directors from time to time. Warrantholders will be notified of any such nomination as soon as practicable after it has been made.

10. Replacement of Warrant certificates

If a Warrant certificate is mutilated, defaced, lost or destroyed, it may, at the discretion of the Company, be replaced at the principal office of the registrars for the time being of the Warrants on payment of such costs as may be incurred in connection therewith and on such terms as to evidence, indemnity and/or security as the Company may require and on payment of such fee not exceeding HK$2.50 (or such higher fee as may from time to time be permitted under the rules prescribed by the Stock Exchange) as the Company may determine. Mutilated or defaced Warrant certificates must be surrendered before replacements will be issued.

In the case of lost Warrant certificates, Section 71A subsection (2), (3), (4), (6), (7) and (8) of the Companies Ordinance (Chapter 32 of the Laws of Hong Kong) shall apply as if “Shares” referred to therein included the Warrants.

11. Protection of Subscription Rights

The Instrument contains certain undertakings by and restrictions on the Company designed to protect the Subscription Rights.

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12. Liquidation of the Company

If an effective resolution is passed for the voluntary winding-up of the Company, then:

• (a) if such winding up is for the purpose of reconstruction or amalgamation pursuant to a scheme of arrangement to which the warrantholders, or some person designated by them for such purpose by Extraordinary Resolution, will be a party or in conjunction with which a proposal is made to the warrantholders and is approved by an Extraordinary Resolution, the terms of such scheme of arrangement or (as the case may be) proposal will be binding on all the warrantholders; and

• (b) in the event a notice is given by the Company to its shareholders to convene a shareholders’ meeting for the purposes of considering, and if thought fit approving, a resolution to voluntarily wind-up the Company, the Company shall forthwith give notice thereof to each Warrantholder and thereupon, every Warrantholder shall be entitled by irrevocable surrender of this Warrant Certificate(s) to the Company (such surrender to occur not later than two business days prior to the proposed shareholders’ meeting referred to above) with the Subscription Form(s) duly completed, together with payment of the Exercise Moneys or the relative portion thereof, to exercise the Subscription Rights represented by such Warrant and the Company shall as soon as possible and in any event no later than the day immediately prior to the date of the proposed shareholders’ meeting allot such number of Shares to the Warrantholder which fall to be issued pursuant to the exercise of the Subscription Rights represented by such Warrant. The Company shall give notice to the Warrantholders of the passing of such resolution within seven days after the passing thereof.

Subject to the foregoing, if the Company is wound up, all Subscription Rights which have not been exercised at the commencement of the winding up will lapse and each Warrant certificate will cease to be valid for any purpose.

13. Distribution and further issues of securities by the Company

The Company shall subject to the Listing Rules from time to time be at liberty to issue further subscription warrants, however, the warrantholders will not be entitled to participate in any distributions or further issues of securities by the Company as a result of them being warrantholders.

14. Call

If at any time Warrants which have not been exercised carry rights to subscribe for Shares in the Company are equal to or less than 10 per cent. of the aggregate value of the Subscription Rights attached to the Warrants, the Company may, on giving not less than three months’ notice, require holders of Warrants either to exercise their Subscription Rights or to allow them to lapse. On expiry of such notice, all unexercised Warrants will be automatically cancelled.

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15. Undertakings by the Company

The Company undertakes in the Instrument that, amongst other matters:

• (a) it will use its best endeavours to ensure that at all times during the Subscription Period the Warrants will be admitted to listing on the Stock Exchange;

• (b) it will use its best endeavours to ensure that all Shares allotted on exercise of Subscription Rights will be admitted to listing on the Stock Exchange;

• (c) it will send to warrantholders, at the same time as the same are sent to the holders of Shares, its audited accounts and all other notices, reports and communications despatched by it to the holders of the Shares generally; and

• (d) it will pay all Hong Kong stamp duty, registration fees or similar charges in respect of the execution of the Instrument, the creation and initial issue of the Warrants in registered form, the exercise of the Subscription Rights and the issue of Shares upon exercise of the Subscription Rights.

16. Notices

The Instrument contains provisions relating to notices to be given to warrantholders.

17. Governing law

The Instrument and the Warrants will be governed by and will be construed in accordance with the laws of Hong Kong.

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NOTICE OF EGM

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*

(incorporated in the Cayman Islands with limited liability)

(Stock Code: 690)

NOTICE OF EXTRAORDINAY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the “ Meeting ”) of Uni-Bio Science Group Limited (the “ Company ”) will be held at 11:15 a.m. on Friday, 22 September 2006 at Room 2302, 23rd Floor, Lippo Centre Tower II, 89 Queensway, Admiralty, Hong Kong (or such later time immediately after the close of the annual general meeting of the Company to be held at 11:00 a.m. on the same date and at the same place), for the purposes of considering and, if thought fit, passing, with or without modification, the following ordinary resolutions:

• (1) “ THAT conditional upon the Listing Committee of The Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”) granting or agreeing to grant the listing of and permission to deal in the Warrants (as defined below) and the Shares (as defined below) which may fall to be allotted and issued upon the exercise of the subscription rights attaching to the Warrants, the directors of the Company be and they are hereby authorised:

• (a) to create and issue warrants (the “ Warrants ”) conferring rights to subscribe for Shares exercisable at any time on or after 4 October 2006 up to and until 4:00 p.m. (Hong Kong time) on 3 October 2008 (if that day is not a business day, the business day immediately preceding that day) (both dates inclusive), at subscription price of HK$5.00 per Share, subject to adjustment and subject to the terms and conditions set out in the warrant instrument (a draft of which marked “A” has been produced to the Meeting and signed for the purposes of identification by the Chairman of the meeting) and to issue the Warrants by way of bonus issue (the “Bonus Issue”) to holders of shares (the “ Shares ”) of HK$0.10 each in the Company whose names appear on the register of members of the Company as at the close of business on 22 September 2006 (Hong Kong time) (the “ Record Date ”), in the proportion of two Warrants for every 10 existing Shares held at such time and:

  • (i) provided that in the case where the address of any shareholder as shown on the register of members of the Company at the close of business on the Record Date is outside Hong Kong, then unless the directors of the Company shall resolve otherwise, the Warrants shall not be issued to such shareholder but shall be aggregated and issued to a nominee to be named by the directors of the Company and the Warrants shall be sold as soon as practicable after dealings in the Warrants commence on the Stock Exchange if a premium, net of expenses, can be obtained, and the net proceeds of sale, after deduction of expenses, shall be distributed to the relevant shareholders pro rata to their respective shareholdings on the Record Date unless the amount falling to be distributed to any such shareholder is less than HK$100, in which case such amount shall be retained for the benefit of the Company;

• For identification purposes only

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NOTICE OF EGM

  - (ii) no fractional entitlements to the Warrants shall be issued but the fractional entitlements shall be aggregated and sold for the benefit of the Company; and

  - (iii) otherwise pursuant to and in accordance with the terms and conditions set out in the circular dated 6 September 2006 despatched to the shareholders of the Company (a copy of which marked “B” has been produced to the Meeting and signed for the purposes of identification by the Chairman of the meeting);

• (b) to allot and issue new Shares upon the exercise of subscription rights attaching to the Warrants or any of them; and

• (c) to do all such acts and things as the directors of the Company may consider necessary.”

• (2) “ THAT the directors (“ Directors ”) of the Company be and they are hereby generally and specifically authorised to (i) allot and issue such number of new ordinary shares of HK$0.10 each in the capital of the Company (the “ Special Mandate ”) as may be required to be allotted and issued pursuant to or in connection with the Bonus Issue (as defined in Resolution numbered (1) above) and that the Special Mandate is in addition to, and shall not prejudice nor revoke the existing general mandate to be granted to the Directors by the shareholders of the Company in the annual general meeting of the Company to be held immediately preceding the Meeting on 22 September 2006 or such other general or special mandate(s) which may from time to time be granted to the Directors prior to the passing of this Resolution.”

By order of the board of directors of Uni-Bio Science Group Limited Tong Kit Shing Chairman

Hong Kong, 6 September 2006

Registered office:

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

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

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NOTICE OF EGM

Notes:

1. A member entitled to attend and vote at the Meeting convened by the above notice is entitled to appoint one or more proxy to attend and, subject to the provisions of the articles of association of the Company, vote in his stead. A proxy need not be a member of the Company.

2. A form of proxy for use at the Meeting is enclosed. In order to be valid, the form of proxy must be duly completed and signed in accordance with the instructions printed thereon and deposited together with a power of attorney or other authority, if any, under which it is signed or a notarially certified copy of that power or authority, at the Company’s Hong Kong branch share registrar and transfer office (“ Branch Registrar ”), Abacus Share Registrars Limited, at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong, not less than 48 hours before the time appointed for holding the Meeting or any adjournment thereof.

3. The register of members of the Company will be closed from Wednesday, 20 September 2006 to Friday, 22 September 2006, both dates inclusive, during which period no transfer of shares (“ Shares ”) of the Company will be registered. In order to qualify for the bonus issue of warrants, all transfers of Shares accompanied by the relevant share certificates must be lodged with the Branch Registrar by no later than 4:00 p.m. on Tuesday, 19 September 2006.

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