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

Mar 1, 2006

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(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 of Uni-Bio Science Group Limited (the “Company”) will be held at 10:00 a.m. on Friday, 17 March 2006 at Room 2302, 23rd Floor, Lippo Centre Tower II, 89 Queensway, Admiralty, Hong Kong, for the purposes of considering and, if thought fit, passing, with or without modification, the following ordinary resolutions:

ORDINARY RESOLUTIONS

1. “ THAT conditional upon (a) the Listing Committee of The Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”) granting or agreeing to grant (subject to allotment) and not having revoked the listing of and permission to deal in the Offer Shares (as defined below) in their fully-paid forms, which are to be allotted and issued to the shareholders of the Company pursuant to the terms and conditions of the Open Offer (as defined below); (b) the registration of all documents relating to the Open Offer required by law to be registered with the Registrar of Companies in Hong Kong; and (c) the obligations of Automatic Result Limited (the “ Underwriter ”) under the underwriting agreement dated 14 February 2006 (as varied, modified and supplemented by a supplemental agreement dated 28 February 2006) (collectively, the “ Underwriting Agreement ”, a copy of which has been produced to the meeting marked “A” and signed by the chairman of the meeting for the purpose of identification) becoming unconditional and the Underwriting Agreement not being terminated in accordance with the terms thereof on or before 4:00 p.m. on the third business day following the last day for application for the Offer Shares,

2. (i) the issue by way of an open offer (the “ Open Offer ”) of 360,000,000 new ordinary shares (the “ Offer Shares ”) of HK$0.10 each in the capital of the Company to the shareholders of the Company whose names appear on the register of members of the Company on 17 March 2006 (excluding those shareholders, if any, with registered addresses outside Hong Kong) in the proportion of two Offer Shares for every ordinary share of HK$0.10 each in the capital of the Company then held and otherwise pursuant to and in accordance with the terms and conditions set out in the circular dated 1 March 2006 despatched to shareholders of the Company (the “ Circular ”, a copy of which has been produced to the meeting marked “B” and signed by the chairman of the meeting for the purpose of identification) be and it is hereby approved;

3. (ii) the directors (the “ Directors ”) of the Company be and they are hereby authorised to allot and issue the Offer Shares pursuant to or in connection with the Open Offer notwithstanding that the same may be offered, allotted or issued otherwise than pro rata to the existing shareholders of the Company and, in particular, the Directors be and they are hereby authorised to make such exclusions or other arrangements in relation to fractional entitlements or overseas shareholders as they deem necessary or expedient having regard to any restrictions or obligation under the laws of, or the requirements of or the likely expenses and delay that may be incurred in determining the extent of any such restrictions, obligations or requirement of any recognised regulatory body or any stock exchange in, any territory applicable to the Company;

4. (iii) the Underwriting Agreement and the transactions contemplated thereby be and the same are hereby approved, confirmed and ratified; and

5. (iv) the Directors be and they are hereby authorised to sign and execute such documents and do all such acts and things incidental to the Open Offer or as they consider necessary or expedient in connection with the implementation of or giving effect to the Open Offer, the Underwriting Agreement and the transactions contemplated thereunder, including the satisfaction or fulfilment of any conditions to which the Open Offer is subject (subject to such variations which the Directors may consider necessary, desirable and in the best interest of the Company).”

6. “ THAT subject to the passing of Resolution numbered (1) above, the directors (“ Directors ”) of the Company be and they are hereby unconditionally and specifically authorised to 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 Open Offer (as defined in Resolution numbered (1) above) and that the Special Mandate is in addition to, and shall not prejudice or revoke the existing general mandate to issue shares granted to the Directors by the shareholders of the Company at the annual general meeting of the Company held on 30 August 2005 or such other general or special mandate(s) to issue shares which may from time to time be granted to the Directors prior to the passing of this Resolution.”

By Order of the Board Uni-Bio Science Group Limited Tong Kit Shing Chairman

Hong Kong, 1 March 2006

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Registered office: Century Yard Cricket Square Hutchins Drive P.O. Box 2681 G.T. 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

Notes:

• 1 A member of the Company entitled to attend and vote at the meeting convened by the above notice is entitled to appoint a proxy or, if he is the holder of two or more shares, more than one 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. A form of proxy for use at the meeting is enclosed with the circular (the “circular”) of the Company dated 1 March 2006.

• 2 To be valid, the form of proxy together with a 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 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 not later than 48 hours before the time appointed for holding the meeting or any adjournment thereof.

• Completion and return of the form of proxy accompanying the circular will not preclude members of the Company from attending and voting in person at the meeting or any adjournment thereof should they so wish.

• As at the date of this notice, the executive Directors are Mr Tong Kit Shing (Chairman), Mr Liu Guoyao (Chief Executive Officer) and Mr Cheng Wai Man; the independent non-executive Directors are Mr Zhou Yao Ming, Mr Lin Jian and Mr So Yin Wai.

• For identification purposes only

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

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