Uni-Bio Science Group Limited — Proxy Solicitation & Information Statement 2007

Oct 4, 2007

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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 securities 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 RELATING TO

THE DISPOSAL OF THE ENTIRE ISSUED SHARE CAPITAL OF, AND LOANS DUE FROM, NEW MASTER GROUP LIMITED

Financial Adviser to the Company

REXCAPITAL (Hong Kong) Limited

• For identification purpose only

5 October 2007

CONTENTS

	Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
The Disposal Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Information on the New Master Group . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Reasons for the Disposal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
Benefits from the Disposal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10
Financial Effect of the Disposal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	11
Implication under the Listing Rules . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	11
Fund Raising Activity of the Company in the 12 months immediately preceding
the Latest Practicable Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	11
General information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	12
Additional information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	12
Appendix – General information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	13

DEFINITIONS

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

• “Announcement”

the announcement of the Company dated 19 September 2007 in relation to the Disposal

• “associate”

has the meaning ascribed to it under the Listing Rules

“Automatic Result” or “ARL” Automatic Result Limited, a company incorporated in the BVI with limited liability, which is solely and beneficially owned by Mr Tong Kit Shing (an executive Director) and of which Mr Liu Guoyao (an executive Director) is the sole director

• “Bio-Science Related Business” one of the principal businesses carried on by the Group in the research and development, production, distribution and sale of bio-pharmaceutical products

• “Board” the board of Directors

• “Bonus Shares” the Shares issued by way of bonus on the basis of six bonus Shares for every one existing Share held by those eligible Shareholders whose names appeared on the register of members of the Company on 28 August 2007 and on those terms as set out in the circular of the Company dated 10 July 2007

• “Bonus Warrant Issue” the bonus issue of Warrants, the detailed terms of which are set out in the circular of the Company dated 6 September 2006

• “BVI” the British Virgin Islands

• “Business Day” a day, other than Saturday, on which banks in Hong Kong are open for business

• “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 Date” the date on which Disposal Completion takes place, being the third Business Day after the fulfilment of all the Conditions Precedent (or such other date as the parties to the Disposal Agreement may agree in writing)

• “Conditions Precedent” the conditions precedent to the Disposal Completion as set out in the Disposal Agreement and summarised in the paragraph headed “The Disposal Agreement” in this circular

1

DEFINITIONS

• “connected person” has the same meaning ascribed to it under the Listing Rules “Director(s)” director(s) of the Company

• “Disposal” the disposal by the Company to the Purchaser of the Sale Shares and the Sale Loan, subject to and upon the terms and conditions of the Disposal Agreement

• “Disposal Agreement” the conditional sale and purchase agreement dated 19 September 2007 entered into between the Company and the Purchaser in relation to the Disposal

• “Disposal Completion” completion of the Disposal (which has taken place on 30 September 2007)

• “Disposal Consideration” the consideration of HK$36 million payable by the Company to the Purchaser for the Disposal pursuant to the Disposal Agreement

• “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” 3 October 2007, being the latest practicable date prior to the printing of this circular for ascertaining certain information for inclusion in this circular

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

• “Longstop Date” 30 October 2007

• “New Master”

New Master Group Limited, a company incorporated in the BVI with limited liability on 8 July 1999, a direct, wholly-owned subsidiary of the Company before the Disposal Completion

• “New Master Group” New Master and those of its subsidiaries (which are principally engaged in the Printing and Packaging Business)

• “Printing and Packaging Business”

• one of the principal businesses carried on by the Group in the manufacture and trading of packaging products, paper gift items and promotional materials

2

DEFINITIONS

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

• “Purchaser” Datasino Group Limited (being the purchaser under the Disposal Agreement), a company incorporated in the BVI with limited liability which is solely and beneficially owned by Ms Yin Yinglan for investment holding purposes

• “Sale Loan” all the loans due from the New Master Group to the Company on the date of the Disposal Completion

• “Sale Shares” the 200 ordinary shares of US$1 par value each in the issued share capital of New Master, representing the entire issued share capital of New Master and all of which are owned by the Company as at the Latest Practicable Date

• “SFO” the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)

• “Share(s)” Share(s) of the Company

• “Shareholder(s)” holder(s) of Shares

• “Stock Exchange” The Stock Exchange of Hong Kong Limited

• “Warrants” the warrants constituted by an instrument (by way of deed poll) dated 29 September 2006 executed by the Company in relation to the Bonus Warrant Issue entitling the holders thereof to subscribe in cash for new Shares at the adjusted subscription price of HK$0.7143 per Share (as disclosed in the announcement of the Company dated 25 August 2006) (subject to adjustment) on the basis of two warrants for every 10 existing Shares held on 22 September 2006

• “HK$” Hong Kong dollars, the lawful currency of Hong Kong

• “%” 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 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 GT 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

5 October 2007

To the Shareholders and, for information purpose only, the holders of Warrants and options

Dear Sir/Madam

DISCLOSEABLE TRANSACTION RELATING TO THE DISPOSAL OF THE ENTIRE ISSUED SHARE CAPITAL OF, AND LOANS DUE FROM, NEW MASTER GROUP LIMITED

INTRODUCTION

On 19 September 2007, the Directors announced that the Company entered into the Disposal Agreement with the Purchaser by which the Company agreed to sell, and the Purchaser agreed to purchase, the Sale Shares and the Sale Loan.

The purpose of this circular is to give you further information on the Disposal.

• For identification purpose only

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LETTER FROM THE BOARD

THE DISPOSAL AGREEMENT

Date

19 September 2007

Parties

Vendor : the Company

• Purchaser : Datasino Group Limited, a company incorporated in the BVI with limited liability which is solely and beneficially owned by Ms Yin Yinglan (“ Ms Yin ”) for investment holding purposes.

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

• (i) the Purchaser and Ms Yin are Independent Third Parties;

• (ii) the Purchaser and Ms Yin have no relationship with the Group or its connected persons other than the contractual relationship arising from the entering into of the Disposal Agreement;

• (iii) there is no relationship between the Purchaser and Ms Yin with Fortune Gold Developments Limited, the previous controlling shareholder of the Company prior to Automatic Result (the current single largest substantial shareholder of the Company) becoming the controlling shareholder of the Company on 13 September 2005, and its beneficial owner, Mr Ng Man Chan; and

• (iv) the Company did not have any previous transactions (other than the dealings arising from the transaction currently contemplated under the Disposal Agreement) with the Purchaser and its ultimate beneficial owner (namely, Ms Yin) which required aggregation under Rule 14.22 of the Listing Rules.

Assets involved

• (a) The Sale Shares (representing the entire issued share capital of New Master); and

• (b) The Sale Loan (representing all the loans owing from the New Master Group to the Company) on the Disposal Completion, which is interest-free and unsecured. As at the Latest Practicable Date, the amount of the Sale Loan was approximately HK$26.5 million.

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LETTER FROM THE BOARD

Disposal Consideration

The Disposal Consideration is HK$36 million, of which:

• (i) the portion of the Disposal Consideration attributable to the Sale Loan shall be equal to the face value of the Sale Loan (being approximately HK$26.5 million as at the Latest Practicable Date); and

• (ii) the balance of the Disposal Consideration (being approximately HK$9.5 million as at the Latest Practicable Date) shall be attributable to the Sale Shares.

The Disposal Consideration was satisfied by the Purchaser wholly in cash, in the following manner:

• (i) a deposit of HK$3 million was paid by the Purchaser to the Company within five Business Days after the signing of the Disposal Agreement; and

• (ii) the balance of the Disposal Consideration of HK$33 million shall be paid by the Purchaser to the Company upon the Disposal Completion.

If the Disposal Agreement is terminated (other than due to the default of the Purchaser), the deposit of HK$3 million shall be refunded by the Company to the Purchaser without interest within seven Business Days after the date of termination.

The Disposal Completion took place on 30 September 2007 upon which the balance of Disposal Consideration was received by the Company.

Basis of the Disposal Consideration

The Disposal Consideration has been agreed between the Company and the Purchaser based on arm’s length negotiations with reference to the unaudited consolidated net assets of the New Master Group as at 31 March 2007 (which were prepared according to the Hong Kong Financial Reporting Standard) of approximately HK$6.9 million, the balance of the Sale Loan as at 31 March 2007 (and as at the date of the Announcement) of approximately HK$20.5 million and the unsatisfactory operating conditions of the New Master Group.

Conditions Precedent to the Disposal Completion

The Disposal Completion shall be conditional upon, among other things, the fulfilment or, as the case may be, waiver of the following Conditions Precedent:

• (i) the delivery of a legal opinion addressed to 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 New Master;

• (ii) 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 New Master 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;

6

LETTER FROM THE BOARD

• (iii) the obtaining by the Purchaser of all necessary consents, authorisations or other approvals of any kind in connection with the entering into and performance of the terms of the Disposal Agreement; and

• (iv) none of the warranties given by the Company as contained in the Disposal 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) and (iv) above. None of the Conditions Precedents can be waived by the Company.

If any of the Conditions Precedent have not been fulfilled or waived by the Purchaser by the Longstop Date or such other date as the Company and the Purchaser may agree in writing, the provisions of the Disposal Agreement (other than certain clauses as specified in the Disposal Agreement) shall from such date have no effect and no party to the Disposal 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 Disposal Agreement.

Neither the Company nor the Purchaser shall be obliged to complete the sale and purchase of any of the Sale Shares or the Sale Loan unless completion of the sale and purchase of all the Sale Shares and the Sale Loan takes place simultaneously.

Disposal Completion

The Disposal Agreement provides that the Disposal Completion will take place on the third Business Days next following the day on which the last unfulfilled Condition Precedent is satisfied or, as the case may be, waived.

As at the Latest Practicable Date, all the Conditions Precedent were fulfilled and the Disposal Agreement was completed on 30 September 2007.

INFORMATION ON THE NEW MASTER GROUP

New Master is a company incorporated in the BVI on 8 July 1999 with limited liability. It is a direct, wholly owned subsidiary of the Company. It is one of the investment holding companies of the Group and its asset is the holding of the Group’s equity interests in those of its members which are currently principally engaged in the Printing and Packaging Business.

The materialisation of the Disposal has resulted in the Group becoming principally engaged in the Bio-Science Related Business.

7

LETTER FROM THE BOARD

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

Before the Disposal Completion

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Company
100%
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100%
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New Master Group Limited A group of subsidiaries of the Company which is principally engaged in the Printing and Packaging Business (Note 1)

Lelion Holdings Limited A group of subsidiaries of the Company which is principally engaged in the Bio-Science Related Business (Note 2)

Immediately after the Disposal Completion

Company Datasino Group Limited 100% 100% Lelion Holdings Limited New Master Group Limited 100% 100% A group of subsidiaries of the Company A group of subsidiaries of the Company which is principally engaged in which is principally engaged in the Bio-Science Related Business the Printing and Packaging Business (Note 2) (Note 1)

Notes:

• (1) The group of subsidiaries of the Company held by New Master comprising New Spring Group Company Limited, Today Graphic Company Limited, Today Advertising Products Company Limited, Sun Hip Fung (JF) Printing Products Co., Ltd., New Richest Holdings Limited, Pronto Print Limited, Anson Printing Group Limited, Visual Products Limited, Great Tech Trading Limited and New Pearl Hot Stamping and Packaging Limited.

• (2) The group of subsidiaries of the Company held by Lelion Holdings Limited and comprising Joint Peace Limited, Uni-Bio Management Limited, Nan Hoo Properties Limited, 北京博康健基因科技有限公司 (transliteration into English as Beijing Genetech Pharmaceutical Co., Ltd.), Figures Up Trading Limited, 東莞太力綠色環保科技有 限公司 (transliteration into English as Donguan Tai Li Green Environmental Technology Company Limited), 東 莞市博康健醫藥科技有限公司 (transliteration into English as Dongguan Shi Bo Kang Jian Pharmaceutical Technology Co., Ltd.), Zethanel Properties Limited and 深圳市華生元基因工程發展有限公司 (transliteration into English as Shenzhen Watsin Genetech Co., Ltd.).

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LETTER FROM THE BOARD

REASONS FOR THE DISPOSAL

The Company is an investment holding company and its subsidiaries are principally engaged in (i) the Printing and Packaging Business and (ii) the Bio-Science Related Business.

The Group has been actively re-evaluating its existing business operations. The re-evaluation process includes (i) optimizing its existing business operations, (ii) studying the feasibility of downsizing or (if suitable opportunities arise) divesting its less promising business operations and (iii) exploring investment opportunities with high growth potentials to diversify the Group’s business operations with an aim to improving the financial performance of the Group.

Despite the Group’s efforts to improve the Printing and Packaging Business over the years, the Group has been facing testing conditions in the Printing and Packaging Business as reflected in the results of the Group for each of the two years ended 31 March 2006 and 31 March 2007.

For each of the two years ended 31 March 2006 and 31 March 2007, the Group recorded:

• (i) as regards the Printing and Packaging Business:

• unaudited consolidated loss before taxation of approximately HK$40,416,000 and audited consolidated profit before taxation of approximately HK$3,011,000 respectively; and

• unaudited consolidated loss after taxation of approximately HK$36,863,000 and HK$1,829,000 respectively.

• (ii) as regards the Bio-Science Related Business and investment holding business:

• unaudited consolidated loss before taxation of approximately HK$5,298,000 and unaudited consolidated profit before taxation of approximately HK$117,810,000 respectively; and

• unaudited consolidated loss after taxation of approximately HK$5,297,000 and audited consolidated profit after taxation of approximately HK$62,145,000 respectively.

During the year ended 31 March 2007, the turnover attributable to the Printing and Packaging Business accounted for approximately 23.9% of the Group’s total turnover and recorded an insignificant profit of approximately HK$3 million before taxation and a loss of approximately HK$1.8 million after taxation.

The Group achieved a net income of approximately HK$60 million for the year ended 31 March 2007 compared to a loss of approximately HK$42 million for the corresponding year ended 31 March 2006, which was attributable to the Group’s gradual and prudent shift of its focus to the bio-pharmaceutical sector in light of the relatively more promising prospect of the industry.

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LETTER FROM THE BOARD

Given the sustainable economic growth of the PRC and the increase in demand for pharmaceutical and healthcare products over the past years, the Directors (including the independent non-executive Directors) are optimistic about the future prospects of the pharmaceutical and healthcare industry. The Directors believe and consider it more realistic that, by way of (i) re-deploying more resources to expand the relatively more promising Bio-Science Related Business and (ii) disposal of the continuous lossmaking Printing and Packaging Business, the Group would result in a rationalisation of its business direction and an increase in its profitability and market competitiveness.

Expected Gain from Disposal

The Company has realize an unaudited gain of approximately HK$2.6 million from the Disposal. The gain is calculated based on the sale proceeds from the Disposal less the carrying amount of approximately HK$6.9 million of the unaudited net asset value of the New Master Group and the Sale Loan of approximately HK$26.5 million.

Use of Proceeds from the Disposal

The proceeds of the Disposal Consideration, after deducting related expenses (primarily comprising legal and professional charges of approximately HK$0.5 million), is estimated to be approximately HK$35.5 million. The Company intends to apply such net proceeds for general working capital for the development of the Group’s Bio-Science Related Business.

BENEFITS FROM THE DISPOSAL

The Directors (including the independent non-executive Directors) are of the view that the Group will, following the Disposal, be able to:

• (i) focus on and re-direct its resources to its Bio-Science Related Business, which is comparatively more promising that the Packaging and Printing Business and the Group would enjoy the benefit from the upwards trend of the pharmaceutical and healthcare markets, in particular the PRC;

• (ii) mitigate the loss-making situation in the Printing and Packaging Business which, in turn, would enhance the ability of the Group to increase its profitability and market competitiveness.

The Directors (including the independent non-executive Directors) are of the view that the terms of the Disposal Agreement, which are on normal commercial terms and negotiated on an arm’s length basis, are fair and reasonable and in the interests of the Company and the Shareholders as a whole.

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LETTER FROM THE BOARD

FINANCIAL EFFECT OF THE DISPOSAL

Before the Disposal Completion, the results of the New Master Group have been consolidated into the results of the Group.

Immediately after the Disposal, New Master has ceased to be a subsidiary of the Company and the Company has ceased to have any interest in the New Master Group.

The Directors estimate that the expected gain on the Disposal to the Group based on the financial information of the Disposed Group as at 31 March 2007, being the unaudited accounts, is approximately HK$2.6 million, before deduction of any relevant costs and expenses.

Based on the unaudited accounts of the Disposed Group as at 31 March 2007, it is estimated that the Disposal will lead to a decrease of approximately HK$113.1 million in the consolidated total assets of the Group after receipt of the consideration for the Disposal and a decrease of approximately HK$115.7 million in the consolidated total liabilities of the Group.

The Group will concentrate on the Bio-Science Related Business and keep actively exploring business opportunities which are currently expected to be those which are complementary or, in the views of the Directors, able to provide synergies to the Bio-Science Related Business.

IMPLICATION UNDER THE LISTING RULES

As the applicable percentage ratios under the Listing Rules of the Disposal is more than 5% but less than 25%, the transactions contemplated under the Disposal Agreement constitute discloseable transaction for the Company under Chapter 14 of the Listing Rules.

To the best of the Directors’ knowledge having made all reasonable enquiries, information and belief, none of the controlling Shareholder, the Directors and the chief executives of the Company and their respective associates has any material interest in the Disposal.

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.

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LETTER FROM THE BOARD

GENERAL INFORMATION

Automatic Result became a controlling shareholder of the Company on 13 September 2005. As at the Latest Practicable Date, the shareholding structure of the Company is set out below:

Automatic Result_(Note)_ Public Shareholders TOTAL:	No. of Shares 2,436,407,736 5,422,284,224 7,858,691,960	Approximate % shareholding in the issued share capital of the Company 31.00 69.00
		100.00

Notes:

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

For the avoidance of doubt, the number of Shares held by Automatic Result does not take into account any Shares that may fall to be allotted and issued upon exercise of the subscription rights attaching to the Warrants issued by the Company by way of the Bonus Warrant Issue.

As at the Latest Practicable Date, the Board comprises three executive Directors, namely Mr. Tong Kit Shing (Chairman), Mr. Liu Guoyao and Mr. Cheng Wai Man and three independent non-executive Directors, namely Mr. Zhou Yaoming, Mr. Lin Jian and Mr. So Yin Wai.

ADDITIONAL INFORMATION

Your attention is drawn to the additional 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

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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: 50,000,000,000 Shares Issued and fully paid share capital: 7,858,691,960 Shares	HK$ 5,000,000,000
	HK$ 785,869,196

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

Save for the options carrying the rights to subscribe for up to a total of 54,000,000 Shares having been granted and outstanding under the share option scheme of the Company adopted on 22 October 2001 (which was terminated by an ordinary resolution of the Company passed on 22 September 2006 at its annual general meeting held on 22 September 2006), there were no outstanding options of the Company as at the Latest Practicable Date.

(c) Convertible securities

On 29 September 2006, the Company made the Bonus Warrants Issue and full exercise of the Warrants would result in an aggregate of up to 173,600,000 new Shares being issued.

As at the Latest Practicable Date, the outstanding options entitled to holders of the Warrants to subscribe for up to 1,215,198,040 new Shares as adjusted by the issue of the Bonus Shares.

Save and except for the above, none of the members of the Group has granted any options, warrants or other rights to call for the issue of or agreed to issue any share or loan capital or any

13

GENERAL INFORMATION

APPENDIX

instrument convertible into or exchangeable for shares of such capital, and none of the members of the Group is a party to or otherwise bound by any agreement for the purchase or repurchase of shares of any member of the Group.

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 share
	associated		issued	capital of
Name of director	corporation	Capacity	Shares held	the Company
Tong Kit Shing	The Company	Interest of a	2,436,407,736	31.00%
		controlled corporation	(Note 2)
		(Note 1)
Liu Guoyao	Automatic	Interest of a	2,436,407,736	31.00%
	Result	controlled corporation	(Note 2)
		(Note 1)

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 the subscription right attaching to the Warrants.

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GENERAL INFORMATION

APPENDIX

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:

			Percentage
			of the issued
		Number of issued	share capital
Name of Shareholder	Capacity	Shares held	of the Company
Automatic Result	Beneficial owner	2,436,407,736	31.00%
(Note 1)		(Note 2)
World Eagle	Beneficial owner	486,500,000	6.19%
International Limited		(Note 4)
(“World Eagle”)
(Note 3)

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. For the avoidance of doubt, 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 the subscription right attaching to the Warrants.

3. World Eagle is a company incorporated in the BVI and is beneficially and wholly owned by Mr Ming Kar Fook Charles.

4. The number of Shares held by World Eagle 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.

5. (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.

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GENERAL INFORMATION

APPENDIX

5. DIRECTORS’ SERVICE CONTRACTS

As at the Latest Practicable Date, 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 Company secretary and Mr Goldman Lee Qualified accountant FCCA, CPA (practicing) Authorised representatives Mr Tong Kit Shing Mr Liu Guo Yao Auditors CCIF CPA Limited Certified Public Accounts 1/F., Sunning Plaza 10 Hysan Avenue Causeway Bay Hong Kong

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GENERAL INFORMATION

APPENDIX

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 Bank of Bermuda (Cayman) Limited and 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 Tricor Abacus 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

9. GENERAL

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

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