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

Sep 6, 2006

---

==> picture [292 x 55] intentionally omitted <==

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 690)

NOTICE OF EXTRAORDINARY 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 the 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;

  • (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	By order of	the board of directors of
	Uni-Bio	Science Group Limited
		Tong Kit Shing
			Chairman
Hong Kong, 6 September 2006
Registered office:	Head office and principal		place of
Century Yard	business in Hong Kong:
Cricket Square	Room 2302, 23rd Floor
Hutchins Drive	Lippo Centre Tower II
P.O. Box 2681 GT	89 Queensway
George Town	Admiralty, Hong Kong
Grand Cayman
British West Indies
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 with the circular of the Company dated 6 September 2006. 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.

4. For identification purposes only

Please also refer to the published version of this announcement in The Standard.