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

Aug 29, 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)

REFRESHMENT OF THE EXISTING GENERAL MANDATE TO ALLOT AND ISSUE SHARES AND THE 10% GENERAL SCHEME LIMIT ON THE GRANT OF OPTIONS UNDER THE SHARE OPTION SCHEME AND NOTICE OF EXTRAORDINARY GENERAL MEETING

A notice convening an extraordinary general meeting of the Company to be held at Room 2302, 23rd Floor, Lippo Centre Tower II, 89 Queensway, Admiralty, Hong Kong on Thursday, 13 September 2007 at 11:00 a.m. is set out on pages 12 to 15 of this circular.

A form of proxy for use at the extraordinary general meeting is enclosed. Whether or not you are able to attend and vote at the extraordinary general meeting, 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, Tricor Abacus 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 extraordinary general meeting or any adjournment thereof. Completion and return of the form of proxy shall not preclude you from attending and voting in person at the extraordinary general meeting.

* For identification purpose only

29 August 2007

CONTENTS

		Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		1
Letter from the Board
1.	Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
2.	Refreshment of Existing General Mandate
	– Existing General Mandate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
	– Refreshment of the Existing General Mandate since the 2007 AGM . . . . . . . .	5
	– Usage of the Existing General Mandate since the 2007 AGM . . . . . . . . . . . . . .	5
	– Proposed grant of the New General Mandate and reasons for and
	benefits of the grant of the New General Mandate . . . . . . . . . . . . . . . . . . . . .	5
	– Resolutions to be proposed at the Extraordinary General Meeting . . . . . . . . . .	7
	– Fund raising activities of the Company in the 12 months
	immediately preceding the Latest Practicable Date . . . . . . . . . . . . . . . . . . . . .	7
	– Implication of the Listing Rules . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
	– Period during which the New General Mandate will remain effective . . . . . . .	8
3.	Refreshment of 10% General Scheme Limit under the Share Option Scheme
	– Terminated Scheme . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
	– Share Option Scheme . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
	– Reasons for and benefits of the refreshment of the
	10% General Scheme Limit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
4.	Extraordinary General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10
5.	Procedures for demanding a poll by Shareholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10
6.	Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	11
7.	Responsibility statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	11
Notice of	Extraordinary General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	12

DEFINITIONS

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

• “Articles of Association”

the articles of association of the Company, as amended from time to time

• “associate(s)”

has the meaning ascribed to it under the Listing Rules

• “Board”

the board of Directors

• “Bonus Issue”

Issue of Bonus Shares on the basis of six Bonus Shares for every one existing Share held by Shareholders whose names are on the Register on the Record Date

• “Bonus Shares”

the Shares proposed to be issued by way of bonus on the terms set out in the 2007 AGM Circular (as supplemented by the announcement of the Company dated 24 July 2007 regarding, among others, the change of timetable for determination of entitlement to the Bonus Issue)

• “BVI”

the British Virgin Islands

• “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

• “Consideration Shares”

the 36,670,000 Shares allotted and issued by the Company as consideration shares in partial settlement of the consideration for the acquisition of the entire issued share capital of Zethanel Properties Limited (which was completed on 22 August 2007) as announced by the Company in its announcement dated 22 August 2007

• “Director(s)” director(s) of the Company

• “Extraordinary General Meeting”

an extraordinary general meeting of the Company to be held on Thursday, 13 September 2007 to approve the refreshment of the Existing General Mandate and the 10% General Scheme Limit

• “Existing General Mandate”

the general and unconditional mandate approved and granted to the Directors to exercise the power of the Company to allot, issue or otherwise deal in up to 217,200,056 Shares, representing 20% of the issued share capital of the Company of 1,086,000,280 Shares as at the date of the 2007 AGM

1

DEFINITIONS

• “Group”

The Company and its subsidiaries

• “Hong Kong”

the Hong Kong Special Administrative Region of the PRC

• “Latest Practicable Date” 28 August 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

• “New General Mandate” the general mandate proposed to be granted to the Directors at the Extraordinary General Meeting to allot, issue and otherwise deal with additional Shares not exceeding 20% of the issued share capital of the Company as at the date of the Extraordinary General Meeting (but without taking into account (i) the Consideration Shares and the resultant Bonus Shares in the aggregate number of 256,690,000 Shares and (ii) such Shares which are not issued to the Shareholders pro rata to their existing holdings in the Company from the Latest Practicable Date up to and including the date of the Extraordinary General Meeting)

• “Record Date” 28 August 2007, being the date for determination of entitlement to the Bonus Shares

• “Register” The register of members of the Company maintained by the Company’s Hong Kong branch share registrar and transfer office, Tricor Abacus Limited

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

• “Shares”

• ordinary share(s) of HK$0.10 each in the share capital of the Company

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

• “Share Option Scheme”

• the share option scheme currently in force and adopted by the Company on 22 September 2006

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

• “Terminated Scheme” the share option scheme of the Company adopted on 22 October 2001 and terminated by an ordinary resolution of the Company passed on 22 September 2006 at the 2006 AGM

2

DEFINITIONS

“2006 AGM” the annual general meeting of the Company held on 22 September 2006 “2007 AGM” the annual general meeting of the Company held on 6 August 2007

“2007 AGM Circular” the circular dated 10 July 2007 issued by the Company to provide Shareholders with information in respect of the resolutions proposed at the 2007 AGM (including without limitation the grant of the Existing General Mandate and the Bonus Issue)

“10% General Scheme Limit” the limit imposed under the rules of the Share Option Scheme on the total number of Shares which may be issued upon the exercise of all options granted under the Share Option Scheme and any other share option schemes of the Company, being 10% of the Company’s issued share capital as at the date of adoption of the Share Option Scheme at the 2006 AGM, which may be “refreshed” on and pursuant to the rules of the Share Option Scheme

“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

29 August 2007

To the Shareholders and, for information purpose only, the warrant holders and the option holders

Dear Sir/Madam,

REFRESHMENT OF THE EXISTING GENERAL MANDATE TO ALLOT AND ISSUE SHARES AND

THE 10% GENERAL SCHEME LIMIT ON THE GRANT OF OPTIONS UNDER THE SHARE OPTION SCHEME AND NOTICE OF EXTRAORDINARY GENERAL MEETING

INTRODUCTION

The Directors would like to put forward to the Shareholders for approval at the Extraordinary General Meeting the refreshment of the Existing General Mandate and the 10% General Scheme Limit.

The purpose of this circular is to set out information regarding (i) the proposals to refresh the Existing General Mandate and the 10% General Scheme Limit and (ii) the notice of the Extraordinary General Meeting at which resolutions will be proposed to consider and, if thought fit, approve the resolutions regarding such proposals.

• For identification purpose only

4

LETTER FROM THE BOARD

REFRESHMENT OF EXISTING GENERAL MANDATE

Existing General Mandate

The Directors were granted the Existing General Mandate at the 2007 AGM to allot, issue and otherwise deal with a maximum of 217,200,056 Shares, representing 20% of the total amount of the issued share capital of the Company of 1,086,000,280 Shares on the date of the 2007 AGM.

Refreshment of the Existing General Mandate since the 2007 AGM

There was no refreshment of the Existing Issue Mandate since the date of the 2007 AGM and up to the Latest Practicable Date.

Usage of the Existing General Mandate since the 2007 AGM

Since the date of the 2007 AGM, the Company has not utilized the Existing Issue Mandate.

Proposed grant of the New General Mandate and reasons for and benefits of the grant of the New General Mandate

In the announcement dated 29 June 2007 of the audited results of the Company for the financial year ended 31 March 2007, the Directors recommended a bonus issue of Shares, credited as fully paid by way of capitalization of part of the Company’s share premium account, on the basis of six Bonus Shares for every one existing Share held by Shareholders whose names are on the Register on the Record Date (namely, 28 August 2007), details of which are set out in the 2007 AGM Circular. The Bonus Issue was approved by the Shareholders at the 2007 AGM.

Since the date of the 2007 AGM and except for the allotment and issue of an aggregate of 36,670,000 Consideration Shares in partial settlement of the consideration for the acquisition of the entire issued share capital of Zethanel Properties Limited (which was completed on 22 August 2007 as announced by the Company in its announcement dated 22 August 2007), the Company has not allotted and issued any additional Shares, whether pursuant to any existing or special mandates granted to the Directors, up to and including the Latest Practicable Date. As the Consideration Shares were issued prior to the Record Date, they would be qualified for entitlement to the Bonus Issue and the resultant Bonus Shares to be allotted and issued would be 220,020,000 Shares.

As at the Latest Practicable Date, the number of Shares in issue was 1,122,670,280. On the basis of such figure, and assuming there is no issue or repurchase of Shares prior to the Record Date:

• (i) the number of Bonus Shares to be issued (after taking into account the resultant 220,020,000 Bonus Shares consequent to the issue of the Consideration Shares) is 6,736,021,680 Shares;

• (ii) the issued share capital of the Company as enlarged by the Bonus Issue (after taking into account the 36,670,000 Consideration Shares and the resultant 220,020,000 Bonus Shares) will be 7,858,691,960 Shares;

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LETTER FROM THE BOARD

• (iii) the number of Bonus Shares to be issued (but excluding the resultant 220,020,000 Bonus Shares consequent to the issue of the Consideration Shares) will be 6,516,001,680 Shares; and

• (iv) the issued share capital of the Company as enlarged by the Bonus Issue (but excluding the 36,670,000 Consideration Shares and the resultant 220,020,000 Bonus Shares) will be 7,602,001,960 Shares.

The unused Existing General Mandate of up to a maximum of 217,200,056, which represents 20% of the total amount of the issued share capital of the Company of 1,086,000,280 Shares on the date of the 2007 AGM, will be materially depleted after the issue share capital of the Company is enlarged by the Bonus Issue. This effectively allows the Company to allot and issue only up to approximately 2.86% of the issued share capital of the Company of 7,602,001,960 Shares as enlarged by the Bonus Issue (without taking into account the Consideration Shares and the resultant Bonus Shares).

Notwithstanding that the Existing General Mandate has not been utilized at all, the Directors are of the considered view that it does not provide the necessary flexibility needed for the development of the Group’s business. The availability of a greater buffer to allot, issue or otherwise deal with an enlarged number of additional Shares (that is, from 217,200,056 Shares to 1,520,400,392 Shares, being 20% of the issued share capital of the Company as enlarged by the Bonus Issue (but excluding the Consideration Shares and the resultant Bonus Shares) and is the same in percentage terms of the unused part of the Existing General Mandate immediately before the issue of Bonus Shares) by way of refreshment of the Existing General Mandate is essential and beneficial to the Company and its shareholders as a whole.

The Directors believe that the refreshment of the Existing General Mandate will:

• (i) empower the Directors to issue new Shares under the refreshed limit speedily as and when necessary, and without seeking further approval from the Shareholders; and

• (ii) enable the Company to maintain the financial flexibility necessary for the Group’s future business development.

The Directors consider that equity financing is an important avenue of resources to the Group as it (i) does not create any interest paying obligations on the Group as in bank financing, (ii) less costly and time-consuming than raising funds by way of rights issue or open offer and (iii) provide the Company with the capability to capture any capital raising or prospective investment opportunity as and when it arises. Such ability is crucial in a competitive and rapidly changing investment environment and in times of volatile market conditions. For these reasons, the Directors believe that it is in the interests and for the benefits of the Company and the Shareholders as a whole if the Existing General Mandate is refreshed at the Extraordinary General Meeting. Having said that, the Directors will select an appropriate funding alternative which is in the best interests of the Company and will take into account various factors such as (i) the financial position and capital structure of the Company (ii) the cost of funding to the Company and (iii) the then market condition.

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LETTER FROM THE BOARD

Resolutions to be proposed at the Extraordinary General Meeting

The Company will convene the Extraordinary General Meeting at which, among others, ordinary resolutions will be proposed to the Shareholders to seek their approval to:

• (i) revoke (to the extent not already exercised) and refresh the Existing General Mandate by the grant of the New General Mandate to the Directors; and

• (ii) extend the New General Mandate to the Shares that are allowed to be repurchased by the Company pursuant to the general mandate approved and granted to the Directors at the 2007 AGM.

On the basis of a total of 7,602,001,960 Shares (without taking into account the Consideration Shares and the resultant Bonus Shares) in issue immediately after the issue of the Bonus Shares and assuming that no Shares will be issued or repurchased between the Latest Practicable Date and the Extraordinary General Meeting (other than the Bonus Shares), the New General Mandate (if granted) will empower the Directors to allot, issue or otherwise deal with up to a maximum of 1,520,400,392 new Shares.

As at the Latest Practicable Date, the Directors have no definite investment targets or plans that may require equity funding from utilizing the New General Mandate immediately. In the event there is any plan or investment target identified or undertaken that involve the issue of Shares under the New General Mandate, the Company will comply with the applicable requirements of the Listing Rules.

Fund raising activities 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.

Implication of the Listing Rules

Rule 13.36(4)(e) of the Listing Rules provides that where an issuer offers or issues securities to its shareholders pro rata to their existing holdings (including where overseas shareholders are excluded for legal or regulatory reasons) (in the case of the Company, the Bonus Issue), it will not be necessary for the issuer to comply with Rule 13.36(4)(a), (b) or (c) in order for it to refresh its general mandate immediately thereafter such that the amount in percentage terms of the unused part of the general mandate upon refreshment is the same as the unused part of the general mandate immediately before the issue of securities.

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LETTER FROM THE BOARD

In that case, the Company need only obtain approval from the Shareholders and Rule 13.36(4)(a), (b) or (c) of the Listing Rules which provides, among others, any refreshment of the Existing General Mandate from its shareholders before the next annual general meeting of the Company would require the approval of the independent Shareholders at the general meeting at which any of the controlling Shareholders (as defined in the Listing Rules) and their associates or, where there are no controlling Shareholders, the Directors (excluding independent non-executive Directors) and the chief executive of the Company and their respective associates are required to abstain from voting in favour of the resolutions proposed for the approval of such refreshment is not applicable.

Based on the above and to the best of the Directors’ knowledge and belief having made all reasonable enquiries, no Shareholder (including the controlling Shareholder and its associates) has a material interest in the resolutions proposed for the approval of the refreshment of the Existing General Mandate and is accordingly not required to abstain from voting in favour of the resolutions proposed for the approval of such refreshment.

Period during which the New General Mandate will remain effective

The New General Mandate will, if granted, remain effective until the earliest of (i) the date of the next annual general meeting of the Company; (ii) the date by which the next annual general meeting is required to be held by any applicable laws of the Cayman Islands or the Listing Rules; and (iii) the date upon which such authority is revoked or varied by an ordinary resolution of the Shareholders in a general meeting of the Company.

REFRESHMENT OF 10% GENERAL SCHEME LIMIT UNDER THE SHARE OPTION SCHEME

At the 2006 AGM, an ordinary resolution was passed by the Shareholders for the adoption of the Share Option Scheme and the termination of the Terminated Scheme.

Apart from the Share Option Scheme and the Terminated Scheme, the Company has no other share option scheme.

Terminated Scheme

As at the Latest Practicable Date, options carrying the rights to subscribe for up to a total of 54,000,000 Shares (representing approximately 4.81% of the Shares in issue as at the Latest Practicable Date and approximately 0.69% of the issued share capital of the Company as enlarged by the Bonus Issue) remain outstanding under the Terminated Scheme. No further options may be granted under the Terminated Scheme.

As at the Latest Practicable Date, none of the outstanding options has been exercised, lapsed nor cancelled.

The Directors confirm that none of the participants or grantees of the options under the Terminated Scheme (including both exercised and outstanding options) in any 12-month period exceeds 1% of the Company’s issued share capital.

8

LETTER FROM THE BOARD

Share Option Scheme

Under the rules of the Share Option Scheme, the total number of Shares which may be issued upon the exercise of all options granted under the Share Option Scheme is 10% of the Company’s issued share capital as at the date of adoption of the Share Option Scheme.

As at the Latest Practicable Date, no options were granted under the Share Option Scheme.

Under the rules of the Share Option Scheme, among others:

• (1) the maximum number of Shares which may be issued upon exercise of all outstanding options granted and yet to be exercised under the Share Option Scheme and any other share option schemes of the Company must not in aggregate exceed 30% of the Shares of the Company in issue from time to time;

• (2) the total number of Shares which may be issued upon the exercise of all options granted under the Share Option Scheme and any other share option schemes of the Company is limited to 10% of the Shares of the Company in issue as at the date of adoption of the Share Option Scheme (“ General Scheme Limit ”); and

• (3) unless approved by the Shareholders in general meeting, the total number of Shares issued and to be issued upon the exercise of options granted to such participant of the Share Option Scheme and any other share option schemes of the Company (including both exercised and outstanding options) in any 12-month period must not exceed 1% of the issued share capital of the Company.

The Company may seek approval from the Shareholders in general meeting for refreshing the 10% General Scheme Limit so that the total number of Shares which may be issued upon the exercise of all options granted under the Share Option Scheme and any other share option scheme(s) of the Company shall be re-set at 10% of the Shares in issue as at the date of the approval of the limit as “refreshed”.

In this connection, options previously granted under the Share Option Scheme and any other share option schemes of the Company (including options outstanding, cancelled, lapsed or exercised) will not be counted for the purpose of calculating the 10% General Scheme Limit as “refreshed”.

The existing General Scheme Limit is 86,800,000 Shares, being 10% of the Shares in issue as at the date of adoption of the Share Option Scheme.

If the 10% General Scheme Limit is refreshed, on the basis of 7,858,691,960 Shares in issue immediately after the issue of the Bonus Shares and assuming that, prior to the Extraordinary General Meeting (i) no Shares are issued or repurchased by the Company, the 10% General Scheme Limit will be re-set at 785,869,196 Shares and the Company will be allowed to grant further options under the Share Option Scheme and other share option schemes carrying the rights to subscribe for a maximum of 785,869,196 Shares.

9

LETTER FROM THE BOARD

Reasons for and benefits of the refreshment of the 10% General Scheme Limit

The purpose of the Share Option Scheme is to provide incentives or rewards to employees, customers and suppliers of the Group and other eligible participants of the Share Option Scheme for their contribution to the Group and/or to enable the Group to recruit and retain high-calibre employees and attract human resources that are valuable to the Group.

Given that the existing 10% General Scheme Limit is effectively depleted following the issue of the Bonus Shares, the Share Option Scheme cannot continue to effectively or sufficiently serve its intended purpose for the benefit of the Group and its Shareholders unless the 10% General Scheme Limit is “refreshed” in accordance with the rules of the Share Option Scheme.

The Directors consider that it will be for the benefit of the Company and the Shareholders as a whole that eligible participants of the Share Option Scheme are granted rights to obtain equity holdings of the Company through the grant of options under the Share Option Scheme. This will incentivise the eligible participants to contribute to the success of the Group. For these reasons, the Directors will propose the passing of an ordinary resolution at the Extraordinary General Meeting for “refreshing” the 10% General Scheme Limit.

EXTRAORDINARY GENERAL MEETING

The notice convening the Extraordinary General Meeting to be held on 13 September 2007 for the purpose of considering and, if thought fit, approving the refreshment of the Existing General Mandate and the 10% General Scheme Limit is set out on pages 12 to 15 of this circular.

A form of proxy for use at the Extraordinary General Meeting is enclosed with this circular. To be valid, the form of proxy must be completed in accordance with the instructions printed thereon and deposited together with the power of attorney or other authority (if any) under which it is signed or a certified copy thereof at the Company’s Hong Kong branch share registrar and transfer office, Tricor Abacus 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 Extraordinary General Meeting or any adjournment thereof. Completion and return of the form of proxy shall not preclude you from attending and voting in person at the Extraordinary General Meeting if you so wish.

PROCEDURES FOR DEMANDING A POLL BY SHAREHOLDERS

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

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

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LETTER FROM THE BOARD

• (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.

RECOMMENDATION

Based on the reasons set out above, the Directors are of the opinion that the refreshment of the Existing General Mandate and the 10% General Scheme Limit are in the interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend the Shareholders to vote in favour of the resolutions set out in the notice of the Extraordinary General Meeting.

RESPONSIBILITY STATEMENT

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

Uni-Bio Science Group Limited

Tong Kit Shing Chairman

11

NOTICE OF EXTRAORDINARY GENERAL MEETING

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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 11:00 a.m. on Thursday, 13 September 2007 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:

1. “ THAT to the extent not already exercised, the mandate to allot, issue or otherwise deal with Shares (as defined in paragraph (d) below) given to the directors (the “ Directors ”) of the Company at the annual general meeting of the Company held on 6 August 2007 be and is hereby revoked and replaced by the mandate THAT :

2. (a) subject to paragraph (c) below, pursuant to the Rules Governing the Listing of Securities (the “ Listing Rules ”) on The Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”), the exercise by the Directors during the Relevant Period (as defined in paragraph (d) below) of all the powers of the Company to allot, issue and deal with additional Shares, and to make or grant offers, agreements and options (including warrants, bonds and debentures convertible into Shares) to subscribe for Shares, which would or might require the exercise of such powers be and the same is hereby generally and unconditionally approved;

3. (b) the approval in paragraph (a) above shall authorise the Directors during the Relevant Period to make or grant offers, agreements and options (including warrants, bonds and debentures convertible into Shares) which would or might require the exercise of such powers after the end of the Relevant Period;

4. (c) the aggregate nominal amount of share capital allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to options or otherwise) by the Directors pursuant to the approval in paragraph (a) above, otherwise than pursuant to:

   • (i) a Rights Issue (as defined below);

   • (ii) the exercise of any options granted under the share option scheme or similar arrangement for the time being adopted by the Company; or

   • (iii) any issue of Shares in lieu of the whole or part of a dividend on Shares in accordance with the articles of association (the “ Articles of Association ”) of the Company and other relevant regulations; or

* For identification purpose only

12

NOTICE OF EXTRAORDINARY GENERAL MEETING

• (iv) any issue of Shares upon the exercise of rights of subscription or conversion under the terms of any warrants of the Company or any securities which are convertible into Shares;

shall not exceed the aggregate of:

• (aa) 20 per cent. of the aggregate nominal amount of the share capital of the Company in issue on the date of the passing of this resolution (but excluding (i) an aggregate of 256,690,000 Shares, being the total number of shares issued by the Company as consideration shares in partial settlement of the consideration for the acquisition of the entire issued share capital of Zethanel Properties Limited and the resultant shares issued as bonus shares pursuant to the bonus issue approved by the shareholders of the Company at its annual general meeting held on 6 August 2007 and (ii) such number of Shares which are not issued to the shareholders of the Company pro rata to their existing holdings in the Company from 28 August 2007 up to and including the date of the passing of this resolution); and

• (bb) (if the Directors are so authorised by a separate ordinary resolution of the shareholders of the Company) the nominal amount of any share capital of the Company repurchased by the Company subsequent to the passing of the resolution (up to a maximum equivalent to 10 per cent. of the aggregate nominal amount of the share capital of the Company in issue on 6 August 2007)

and the authority pursuant to paragraph (a) of this resolution shall be limited accordingly; and

• (d) for the purpose of this resolution:

“ Shares ” means shares of HK$0.10 each in the share capital of the Company or, if there has been a sub-division, consolidation, re-classification or re-construction of the share capital of the Company, shares forming part of the ordinary equity share capital of the Company of such nominal amount as shall result from any such subdivision, consolidation, re-classification or re-construction;

“ Relevant Period ” means the period from the date of passing of this resolution until whichever is the earliest of:

• (i) the conclusion of the next annual general meeting of the Company;

• (ii) the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company or any other applicable law of the Cayman Islands to be held; or

• (iii) the date on which such mandate granted under this resolution is revoked or varied by an ordinary resolution of the shareholders of the Company in general meeting;

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NOTICE OF EXTRAORDINARY GENERAL MEETING

“ Rights Issue ” means an offer of Shares, or offer or issue of warrants, options or other securities giving rights to subscribe for Shares open for a period fixed by the Directors to the holders of Shares or any class of Shares whose names appear on the register of members of the Company on a fixed record date in proportion to their then holdings of such Shares as at that date (subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of, or the requirements of, any recognised regulatory body or any stock exchange in, any territory applicable to the Company).”

1. “ THAT conditional upon resolution numbered 1 above being passed, the mandate granted to the directors (the “ Directors ”) of the Company at the annual general meeting of the Company held on 6 August 2007 to extend the general mandate to allot, issue or otherwise deal with shares in the Company to shares repurchased by the Company be and is hereby revoked and replaced by the mandate THAT the Directors be and they are hereby authorised to exercise the authority referred to in paragraph (a) of resolution numbered 1 above in respect of the share capital of the Company referred to in sub-paragraph (bb) of paragraph (c) of such resolution.”

2. “ THAT pursuant to the rules of the share option scheme (“ Scheme ”) adopted by the Company on 22 September 2006, approval be and is hereby generally and unconditionally granted for “refreshing” the 10% limit under the Scheme provided that (i) the total number of shares of HK$0.10 each in the capital of the Company which may be issued upon the exercise of all options to be granted under the Scheme and any other share option schemes of the Company under the limit as “refreshed” hereby shall not exceed 10% of the aggregate nominal amount of the share capital of the Company in issue on the date of the passing of this resolution and (ii) options previously granted under the Scheme and any other share option schemes of the Company (including options outstanding, cancelled, lapsed or exercised in accordance with the terms of the Scheme or any other share option schemes of the Company) shall not be counted for the purpose of calculating the 10% limit as “refreshed” hereby.”

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

Hong Kong, 29 August 2007

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NOTICE OF EXTRAORDINARY GENERAL MEETING

Registered office: Head office and principal place Cricket Square of business in Hong Kong: Hutchins Drive Room 2302, 23rd Floor P.O. Box 2681 Lippo Centre Tower II Grand Cayman KY1-1111 89 Queensway, Admiralty Cayman Islands 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 herewith.

• 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, Tricor Abacus 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 accompanying form of proxy 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 circular, the executive Directors are Mr Tong Kit Shing (Chairman), Mr Liu Guoyao and Mr Cheng Wai Man; the independent non-executive Directors are Mr Zhou Yao Ming, Mr Lin Jian and Mr So Yin Wai.

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