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

May 22, 2006

---

==> picture [324 x 61] intentionally omitted <==

(incorporated in the Cayman Islands with limited liability)

(Stock Code: 690)

PROXY FORM

Form of proxy for use by shareholders at the extraordinary general meeting or any adjournment thereof (“Meeting”) of Uni-Bio Science Group Limited to be convened and held at 11:00 a.m. on Tuesday, 6 June 2006

I/We (note a)

of

, being the registered holder(s) of

(note b) shares of HK$0.10 each of UNI-BIO SCIENCE GROUP LIMITED（聯康生物科技集團有限公司） (“ Company* ”) hereby appoint the Chairman of the Meeting or

of

to act as my/our proxy (note c) at the Meeting of the Company to be held at Room 2302, 23rd Floor, Lippo Centre Tower II, 89 Queensway, Admiralty, Hong Kong at 11:00 a.m. on Tuesday, 6 June 2006 and at any adjournment thereof and to vote on my/our behalf as directed below.

Please tick (“✓”) in the appropriate boxes to indicate how you wish your vote(s) to be cast (notes d and e).

• ORDINARY RESOLUTIONS FOR AGAINST

• 1. To approve, ratify and confirm the Acquisition Agreement and all transactions contemplated thereunder (including the allotment and issue of the Consideration Shares) (being Resolution No. 1 as set out in the notice of the Meeting)

• To approve, ratify and confirm the creation and issue of the Convertible Bonds (or to the extent necessary) pursuant to the Subscription Agreement, the Connected Transaction (as constituted by the Subscription Agreement) and all transactions contemplated thereunder (including the allotment and issue of the Conversion Shares) (being Resolution No.2 as set out in the notice of the Meeting)

• To approve the grant of Special Mandate to allot and issue additional Shares that are or may be required to satisfy (i) the allotment and issue of the Consideration Shares and (ii) the exercise of the conversion right attaching to the Convertible Bonds (or to the extent necessary) (being Resolution No. 3 as set out in the notice of the Meeting)

• To grant a general mandate to the directors of the Company to repurchase the Company’s shares (being Resolution No. 4 as set out in the notice of the Meeting)

• To grant a general mandate to the directors of the Company to allot, issue and otherwise deal with the Company’s shares (being Resolution No. 5 as set out in the notice of the Meeting)

• To add the nominal amount of the shares repurchased by the Company to the mandate granted to the directors of the Company under Resolution No. 5 (being Resolution No. 6 as set out in the notice of the Meeting)

• To approve the refreshment of the 10% general limit on the number of shares of the Company which may be allotted and issued upon exercise of the options to be granted under the share option scheme of the Company adopted on 22 October 2001 (being Resolution No. 7 as set out in the notice of the Meeting)

Dated the

day of 2006

Shareholder’s signature:

(notes f to i)

Notes:

• (a) Full name(s) and address(es) are to be inserted in BLOCK CAPITALS.

• (b) Please insert the number of shares registered in your name(s). If no number is inserted, this form of proxy will be deemed to relate to all the shares in the capital of the Company registered in your name(s).

• (c) A proxy need not be a member of the Company. If you wish to appoint some person other than the Chairman of the Meeting as your proxy, please delete the words “the Chairman of the Meeting or” and insert the name and address of the proxy desired in the space provided.

• (d) If you wish to vote for any of the resolutions set out above, please tick (“✓”) the appropriate box marked “For”. If you wish to vote against any resolution, please tick (“✓”) the appropriate box marked “Against”. If this form returned is duly signed but without specific direction on any of the proposed resolutions, the proxy will be entitled to vote or abstain at his discretion in respect of all resolutions; or if in respect of a particular proposed resolution there is no specific direction, the proxy will, in relation to that particular proposed resolution, be entitled to vote or abstain at his discretion. A proxy will also be entitled to vote at his discretion on any resolution properly put to the Meeting other than those set out in the notice convening the Meeting.

• (e) The full text of the Resolutions appears in the notice of the Meeting dated 19 May 2006.

• (f) In the case of a joint holding, this form of proxy may be signed by any joint holder. If, however, more than one joint holder is present at the Meeting, whether in person or by proxy, the vote of the senior who tenders a vote will be accepted to the exclusion of the votes of the other joint holder(s), and for this purpose seniority will be determined by the order in which the names stand in the register of members of the Company.

• (g) The form of proxy must be signed by a shareholder, or his attorney duly authorised in writing, or if the shareholder is a corporation, either under its common seal or under the hand of an officer or attorney so authorised.

• (h) To be valid, this form of proxy together with any power of attorney or other authority (if any) under which it is signed or a certified copy of such power or authority must be deposited at the offices of the Company’s Hong Kong Branch Registrars, Abacus Share Registrars Limited, at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong not later than 48 hours before the time of the Meeting or any adjourned meeting.

• (i) ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON WHO SIGNS IT.

• (j) Completion and delivery of the form of proxy will not preclude you from attending and voting in person at the Meeting or any adjourned meeting if you so wish.

• For identification purposes only