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

Aug 2, 2007

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

This circular is for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for the securities of Uni-Bio Science Group Limited (the “ Company ”).

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 of 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)

(A) DISCLOSEABLE TRANSACTION - PROPOSED ACQUISITION OF THE ENTIRE ISSUED SHARE CAPITAL OF ZETHANEL PROPERTIES LIMITED (INVOLVING ALLOTMENT AND ISSUE OF CONSIDERATION SHARES) (B) GRANT OF SPECIAL MANDATE AND

(C) NOTICE OF EXTRAORDINARY GENERAL MEETING

Financial Adviser to the Company

REXCAPITAL (Hong Kong) Limited

A notice convening the extraordinary general 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 Friday, 17 August 2007 is set out on pages 26 to 27 of this circular.

Whether or not you intend to attend the extraordinary general meeting of the Company, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and deposit the same 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 as soon as possible and in any event not less than 48 hours before the time appointed for holding the extraordinary general meeting or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the extraordinary general meeting or any adjournment thereof should you so wish.

This circular, for which the directors of the Company collectively and individually accept full responsibility, includes particulars given in compliance with the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited for the purpose of giving information with regard to the Company. The directors of the Company, having made all reasonable enquiries, confirm that, to the best of their knowledge and belief: (i) the information contained in this circular is accurate and complete in all material respects and not misleading; (ii) there are no other matters the omission of which would make any statement in this circular misleading; and (iii) all opinions expressed in this circular have been arrived at after due and careful consideration and are founded on bases and assumptions that are fair and reasonable.

• For identification purpose only

2 August 2007

CONTENTS

	Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
The Acquisition Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Financial effect of the Acquisition . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	15
Information on the Target Group . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	15
Reasons for the Acquisition . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	17
Implication under the Listing Rules . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	18
Proposed grant of Special Mandate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	18
Information on the Group . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	18
Fund raising activities of the Company in the 12 months immediately
preceding the Latest Practicable Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	19
EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	19
Procedures for demanding a poll by Shareholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	19
Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	20
Additional information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	20
Appendix – General information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	21
Notice of EGM. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	26

DEFINITIONS

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

• “Announcement”

the announcement of the Company dated 24 July 2007 in relation to, among other things, the Acquisition

“Acquisition” the acquisition by the Purchaser from the Vendors of the Sale Shares, subject to and upon the terms and conditions of the Acquisition Agreement

• “Acquisition Agreement” the conditional sale and purchase agreement dated 23 July 2007 entered into between the Vendors and the Purchaser in relation to the Acquisition

• “Acquisition Completion” completion of the Acquisition “Acquisition Consideration” the total consideration of HK$366,685,000 payable by the Purchaser to the Vendors for the Acquisition pursuant to the Acquisition Agreement

• “ARL” Automatic Result Limited, a company incorporated in the BVI with limited liability, which is solely and beneficially owned by Mr Tong and of which Mr Liu is the sole director

• “associate(s)” has the meaning ascribed to it under the Listing Rules

• “Board” the board of Directors

• “Bonus Issue” the proposed issue of Bonus Shares

• “Bonus Shares” the Listco Shares to be issued by way of bonus on the basis of six bonus Listco Shares for every one existing Listco Share. Save for the expected timetable for the Bonus Issue which has been changed in the manner as stated in the Announcement, the Bonus Issue will be made on those terms as set out in the circular of the Company dated 10 July 2007

“Bonus Warrant Issue” The bonus issue of Warrants “Business Day” a day, other than Saturday, on which banks in the Hong Kong are open for business “BVI” the British Virgin Islands

1

DEFINITIONS

• “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 the Acquisition Completion takes place, being the third Business Day after the fulfillment or waiver (if applicable) of all the Conditions (or such other date as the parties to the Acquisition Agreement may agree in writing)

• “Company”

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

• “connected person”

• has the same meaning ascribed to it under the Listing Rules

• “Consideration Shares” a maximum of 66,670,000 new Listco Shares to be allotted and issued to the Vendors at the issue price of HK$5.50 per Listco Share, in settlement of the Acquisition Consideration payable by the Purchaser to the Vendors pursuant to the Acquisition Agreement (if so elects by the Purchaser at its sole discretion)

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

• “EGM” the extraordinary general meeting of the Company to be convened and held on Friday, 17 August 2007 for the purpose of considering and (if thought fit) approving the EGM Matter (a notice of which is set out on pages 26 to 27 of this circular) or any adjournment thereof

• “EGM Matter” the proposal relating to the grant of the Special Mandate in contemplation of the allotment and issue of Consideration Shares in full and partial settlement of the Acquisition Consideration subject to and pursuant to the terms of the Acquisition Agreement

• “Enlarged Group” the Group as enlarged following completion of the Acquisition

• “Exclusivity Agreement”

• the exclusivity agreement dated 2 July 2007 entered into between Lelion and the Vendors setting out the exclusivity provision and other basic understanding between the parties thereto in connection with the Acquisition (as disclosed in the announcement of the Company dated 3 July 2007)

• “Existing General Mandate”

• the general mandate approved and granted to the Directors at the February EGM to allot, issue or otherwise deal in up to 200,800,000 Shares, representing 20% of the issued share capital of the Company at the date of the February EGM

2

DEFINITIONS

• “February EGM” the extraordinary general meeting of the Company held on 1 February 2007 at which the Existing General Mandate was granted by the then Shareholders

• “Final Dividend” the proposed final cash dividend of HK$1.1 cents per Listco Share for the financial year ended 31 March 2007

• “GMP” acronym for Good Manufacturing Practice, being the guideline and regulations issued pursuant to the PRC laws by SFDA in respect of certain quality standards to be adopted in the pharmaceutical industry in the PRC

• “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

• “Last Trading Day” 23 July 2007, being the last trading day on which Listco Shares were traded on the Stock Exchange immediately preceding the date of the Announcement

• “Latest Practicable Date” 31 July 2007, being the latest practicable date prior to the printing of this circular for ascertaining certain information for inclusion in this circular

• “Lelion” or “Purchaser” Lelion Holdings Limited, a company incorporated in the BVI and a wholly owned subsidiary of the Company, whose principal activities is investment holding

• “Listco Shares” ordinary share(s) of HK$0.10 each in the share capital of the Company

• “Listing Committee” the listing sub-committee of the directors of the Stock Exchange elected or appointed in accordance with the Articles of Association of the Stock Exchange

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

• “Longstop Date” 20 August 2007

• “Mr Liu”

Mr Liu Guoyao, an executive Director and the sole director of ARL

3

DEFINITIONS

Mr Tong Kit Shing, the chairman and an executive Director of the Company, and the sole beneficial owner of ARL The People’s Republic of China, excluding Hong Kong, the Macau Special Administrative Region of the PRC and Taiwan

“Mr Tong” Mr Tong Kit Shing, the chairman and an executive Director of the Company, and the sole beneficial owner of ARL “PRC” The People’s Republic of China, excluding Hong Kong, the Macau Special Administrative Region of the PRC and Taiwan “RMB” Renminbi, the lawful currency of the PRC “Sale Shares” the 10,000 ordinary shares of US$1 par value each in the issued share capital of Zethanel beneficially held by the Vendors in equal shares, representing the entire issued share capital of Zethanel

“SFO” the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) “Shenzhen Watsin” 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.), a wholly foreign owned enterprise established in the PRC on 22 April 1997 and the only subsidiary of Zethanel as at the Latest Practicable Date

“Shareholder(s)” holder(s) of Listco Shares “Special Mandate” a special mandate to allot and issue Listco Shares to be sought from the Shareholders at the EGM to satisfy the allotment and issue of the Consideration Shares (or to the extent necessary) upon the Acquisition Completion

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

• “Target Group” Zethanel and Shenzhen Watsin

“Vendors” Lau Judy and Choi Woon Man “Warrants” the warrants constituted by an instrument by way of deed poll dated 29 September 2006 executed by the Company and issued by the Company under the Warrants Bonus Issue entitling the holders to subscribe in cash for new Listco Shares at subscription price of HK$5.00 per Listco Share (subject to adjustment) on the basis of two warrants for every 10 existing Listco Shares held on 22 September 2006, the detailed terms of which are set out in the circular of the Company dated 6 September 2006

“Zethanel” Zethanel Properties Limited, a company incorporated in the BVI with limited liability on 11 May 1993, which is beneficially owned by the Vendors in equal shares

4

DEFINITIONS

“2007 AGM”

the annual general meeting of the Company convened to be held on 6 August 2007

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

“%”

per cent.

For the purpose of this circular, conversion of RMB into Hong Kong dollars is based on the exchange rate of (i) HK$1.00 to RMB1.06 for the year ended 31 December 2004, (ii) HK$1.00 to RMB1.04 for the year ended 31 December 2005, (iii) HK$1.00 to RMB1.00 for the year ended 31 December 2006 and (iv) HK$1.00 to RMB0.99 for 2007.

The exchange rates have been used, where applicable, for the purposes of illustration only and do not constitute a representation that any amounts were or may have been exchanged at this or any other rates or at all.

5

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

2 August 2007

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

Dear Sir/Madam

(A) DISCLOSEABLE TRANSACTION - PROPOSED ACQUISITION OF THE ENTIRE ISSUED SHARE CAPITAL OF ZETHANEL PROPERTIES LIMITED (INVOLVING ALLOTMENT AND ISSUE OF CONSIDERATION SHARES) (B) GRANT OF SPECIAL MANDATE AND

(C) NOTICE OF EXTRAORDINARY GENERAL MEETING

INTRODUCTION

Proposed Acquisition and grant of Special Mandate

The Company refers to its announcement dated 24 July 2007 in relation to the Acquisition Agreement by which the Vendors agreed to sell and Lelion, a wholly-owned subsidiary of the Company, agreed to purchase the entire issued share capital of Zethanel.

• For identification purpose only

6

LETTER FROM THE BOARD

The Acquisition Consideration is HK$366,685,000 which will be satisfied, at the sole election of the Purchaser, either by (i) the allotment and issue of Consideration Shares or (ii) a combination of cash and the allotment and issue of Consideration Shares as disclosed in this circular below.

In contemplation of the issuance of Consideration Shares in full or partial settlement of the Acquisition Consideration (at the sole election of the Purchaser), the Company proposes to seek the approval of the Shareholders at the EGM of, among others, the grant of the Special Mandate.

EGM

An EGM will be convened and held on Friday, 17 August 2007 to approve, if thought fit, the EGM Matter.

The purpose of this circular is to give you, among other matters, further information on the Acquisition and the EGM Matter and all matters of and incidental to each of them.

THE ACQUISITION AGREEMENT

Date 23 July 2007 Parties Vendors : Lau Judy (“ Lau ”) and Choi Woon Man (“ Choi ”) To the best of the Directors’ knowledge, information and belief having made all reasonable enquiries, each of the Vendors is (i) an Independent Third Party and does not hold any position with the Company or its connected persons (as defined in the Listing Rules), (ii) has no previous transactions with the Group which requires aggregation under Rule 14.22 of the Listing Rules and (iii) has no relationship with the Group or its connected persons other than the contractual relationship arising from the entering into of the Exclusivity Agreement and the Acquisition Agreement and the commercial relationship as disclosed in this circular. Purchaser : Lelion, a wholly-owned subsidiary of the Company

7

LETTER FROM THE BOARD

Assets involved

The Sale Shares, which comprise the entire issued share capital of Zethanel.

Zethanel is an investment holding company and its sole asset is the holding of the entire equity interest in Shenzhen Watsin, the operating subsidiary of the Target Group.

Further information on the Target Group is set out in the paragraph headed “Information on the Target Group” below.

Consideration for the Acquisition

Consideration

The total consideration for the Acquisition is HK$366,685,000, which is to be allocated between the Vendors equally and satisfied, at the sole election of the Purchaser, in one of the following options upon the Acquisition Completion:

Option (1)

By the issue of 66,670,000 new Listco Shares as Consideration Shares, credited as fully paid, at an issue price of HK$5.50 each by the Company to the Vendors.

Option (2)

• (i) up to an amount of HK$165,000,000 in cash (the “ Cash Portion ”); and

• (ii) as to the balance of the Acquisition Consideration by the allotment and issue of new Listco Shares (with a minimum number of 36,670,000 and a maximum number of 66,670,000 Listco Shares, depending on the amount of the Cash Portion) as Consideration Shares, credited as fully paid, at an issue price of HK$5.50 each by the Company to the Vendors.

As at the Latest Practicable Date, the Company had not finalized its selection of the options in respect of the manner of settlement of the Acquisition Consideration.

8

LETTER FROM THE BOARD

The table below shows the number and the percentage of the Sale Shares to be sold by each of the Vendors and the consideration receivable by each of them under the Acquisition Agreement (if the Purchaser elects to settle the Acquisition Consideration in the manner set out in option (2) above):

Name of Vendor Lau Judy Choi Woon Man Total:	Value of Number and Consideration percentage of Number of Shares based the Sale Shares Consideration on HK$5.50 Cash Total to be sold Shares per Share Consideration Consideration (HK$) (HK$) (HK$) 5,000 50% 18,335,000 $100,842,500 $82,500,000 $183,342,500 5,000 50% 18,335,000 $100,842,500 $82,500,000 $183,342,500 10,000 100% 36,670,000 $201,685,000 $165,000,000 $366,685,000	Value of Number and Consideration percentage of Number of Shares based the Sale Shares Consideration on HK$5.50 Cash Total to be sold Shares per Share Consideration Consideration (HK$) (HK$) (HK$) 5,000 50% 18,335,000 $100,842,500 $82,500,000 $183,342,500 5,000 50% 18,335,000 $100,842,500 $82,500,000 $183,342,500 10,000 100% 36,670,000 $201,685,000 $165,000,000 $366,685,000
		$366,685,000

If the Purchaser elects to settle the Acquisition Consideration in the manner set out in option (2) above and as regards the Cash Portion of the Acquisition Consideration:

• a sum of HK$1,000,000 being deposit money, is paid by the Purchaser to the Vendors upon signing of the Acquisition Agreement. For this purpose, the earnest money paid by the Purchaser upon signing of the Exclusivity Agreement has been treated as and applied towards payment of the deposit money in full.

• the balance of up to the amount of HK$ 164,000,000 will be paid by the Purchaser to the Vendors upon the Acquisition Completion.

The Company currently envisages that the balance of the Cash Portion is expected to be met by the Group’s internal resources or funded by external financial resources from bank or financial institutions on terms satisfactory to the Company but no decision has yet been made by the Company regarding the exact source of funding for the Acquisition.

If (i) the Purchaser elects to settle the Acquisition Consideration entirely by the issue of the Consideration Shares or (ii) the Acquisition Completion fails to take place on or before the Completion Date or (iii) the Acquisition Agreement is terminated prior to the Acquisition Completion for any reason other than the default of the Purchaser, the Vendors shall on the third Business Day following the Completion Date or the receipt by the Vendors of a notice from the Purchaser of such termination (as the case may be) return the Deposit to the Purchaser without interest (if such return is made within seven Business Days after the date of receipt of such notice from the Purchaser, otherwise interest will be accrue at the rate of 3% per annum from the date for repayment to the Purchaser of the Deposit up to and inclusive of the actual date of repayment.

9

LETTER FROM THE BOARD

Basis of consideration for the Acquisition

The Acquisition Consideration has been agreed between the Vendors and the Purchaser based on arm’s length negotiations with reference to, among other factors, the consolidated profit after taxation of the Target Group for the year ended 31 December 2006 of approximately RMB21.5 million (or approximately HK$21.5 million), (ii) the synergies to be brought about to the Group through the Acquisition and (iii) the expertise of the management team of the Target Group who have indicated their intention to stay with, and integrate into the other bio-science and pharmaceutical related operations of the Group.

The Acquisition Consideration values the Target Group at approximately HK$366.7 million, which represents a price-to-book multiple of approximately 2.5 times of the net asset value of the Target Group as at 31 March 2007. The price-to-book multiple of approximately 2.5 times represents a substantial discount to the average of prevailing price-to-book multiples of approximately 9.6 times (Source: Reuters as at 23 July 2007) of 16 comparable companies which were selected based on criteria including that the companies are (i) in the pharmaceutical and healthcare related industry; (ii) with operations in the PRC and (iii) currently listed in Hong Kong.

On the above basis, the Board (including the independent non-executive Directors) considers the terms of the Acquisition Agreement (including the consideration for the Acquisition at HK$366.7 million) are on normal commercial terms, fair and reasonable, and in the interest of the Company and its shareholders as a whole.

Consideration Shares

As at the Latest Practicable Date, there were a total of 1,086,000,280 Listco Shares in issue.

The maximum number of 66,670,000 Consideration Shares that may be required to be allotted and issued under the Acquisition Agreement (if so elects by the Purchaser at its sole discretion) represent approximately 6.14% of the existing issued share capital and approximately 5.78% of the enlarged issued share capital of the Company immediately after the Acquisition.

The aggregate nominal value and the aggregate market value of the maximum number of 66,670,000 Consideration Shares as at the Latest Practicable Date are HK$6,667,000 and HK$466,690,000 respectively.

The issue price of each Consideration Share is HK$5.50 which represents:

• (a) a discount of approximately 17.4% to the closing price of HK$6.66 per Listco Share as quoted on the Stock Exchange on the Last Trading Day;

• (b) a discount of approximately 8.5% to the average closing price of HK$6.01 per Listco Share as quoted on the Stock Exchange for the five consecutive trading days up to and including the Last Trading Day;

• (c) a premium of 414% to the audited net asset value of the Company of approximately HK$1.07 per Listco Share as at 31 March 2007; and

10

LETTER FROM THE BOARD

• (d) a discount of approximately 21.43% to the closing price of HK$7.00 per Share as quoted on the Stock Exchange on the Latest Practicable Date.

The Directors (including the independent non-executive Directors) considered that the issue price per Consideration Share is fair and reasonable.

Except for the restriction imposed on the Consideration Shares under the non-disposal undertaking disclosed below, the Consideration Shares shall rank pari passu in all respects with the existing Listco Shares in issue on the date of allotment of the Consideration Shares.

An application will be made by the Company to the Listing Committee of the Stock Exchange for the listing of, and permission to deal in, the Consideration Shares.

Shareholding structure

The following table sets out the existing shareholding structure of the Company and the shareholding structure immediately after the Acquisition Completion:

First Scenario –

Assuming the Acquisition Consideration is to be settled in full by the allotment and issue of an aggregate of 66,670,000 Consideration Shares

Automatic Result Limited (“ARL”) (Note 1) Public Shareholders Lau Judy Choi Woon Man World Eagle International Limited (“World Eagle”) (Note 2) Other Public Shareholders Sub-total of public shareholders: TOTAL:	Existing shareholding structure No. of Listco Shares % 348,058,248 32.05 – – – – 69,500,000 6.40 668,442,032 61.55 737,942,032 67.95 1,086,000,280 100.00	Shareholding structure upon completion of the Acquisition No. of Listco Shares % 348,058,248 30.20 33,335,000 2.89 33,335,000 2.89 69,500,000 6.03 668,442,032 57.99 804,612,032 69.80 1,152,670,280 100.00	Shareholding structure upon completion of the Acquisition No. of Listco Shares % 348,058,248 30.20 33,335,000 2.89 33,335,000 2.89 69,500,000 6.03 668,442,032 57.99 804,612,032 69.80 1,152,670,280 100.00
			69.80
			100.00

11

LETTER FROM THE BOARD

Second Scenario –

Assuming the Acquisition Consideration is to be settled partly in cash (in the maximum amount of HK$165,000,000) and the balance of HK$201,685,000 by the allotment and issue of Consideration Shares (resulting in the minimum number of an aggregate of 36,670,000 Consideration Shares being issued)

Automatic Result Limited (“ARL”) (Note 1) Public Shareholders Lau Judy Choi Woon Man World Eagle International Limited (“World Eagle”) (Note 2) Other Public Shareholders Sub-total of public shareholders: TOTAL:	Existing shareholding structure No. of Listco Shares % 348,058,248 32.05 – – – – 69,500,000 6.40 688,442,032 61.55 719,942,032 67.95 1,068,000,280 100.00	Shareholding structure upon completion of the Acquisition No. of Listco Shares % 348,058,248 31.00 18,335,000 1.63 18,335,000 1.63 69,500,000 6.19 688,442,032 59.54 719,612,032 68.99 1,122,670,280 100.00	Shareholding structure upon completion of the Acquisition No. of Listco Shares % 348,058,248 31.00 18,335,000 1.63 18,335,000 1.63 69,500,000 6.19 688,442,032 59.54 719,612,032 68.99 1,122,670,280 100.00
			68.99
			100.00

Notes:

• (1) The entire issued share capital of ARL is solely and beneficially owned by Mr Tong Kit Shing whereas Mr Liu Guoyao is the sole director of ARL. Both Mr Tong and Mr Liu are the executive directors of the Company. They are deemed to be interested in all the interest in Listco Shares held by ARL by virtue of the SFO.

For the avoidance of doubt, the number of Listco Shares held by ARL does not take into account any Listco Shares that may fall to be allotted and issued upon exercise of the subscription right attaching to the Warrants held by it under the Bonus Warrants Issue.

• (2) World Eagle is a company incorporated in the BVI and is beneficially and wholly owned by Mr Ming Kar Fook Charles. Mr Ming Kar Fook Charles currently does not hold any position with the Company or any of its subsidiaries.

For the avoidance of doubt, the number of Listco Shares held by World Eagle does not take into account any Listco Shares that may fall to be allotted and issued upon exercise by World Eagle of the subscription right attaching to the Warrants held by it under the Bonus Warrants Issue.

12

LETTER FROM THE BOARD

Should the Acquisition Completion take place and the Consideration Shares (to the extent necessary) are to be allotted and issued prior to the revised record date (that is, 28 August 2007) for determining entitlement to the Bonus Issue as disclosed above, the Vendors would be qualified for the Bonus Issue. In that case, the number of Listco Shares to be held by each Vendor after the making of the Bonus Issue (if approved by the Shareholders at the 2007 AGM and assuming no additional Listco Shares were issued by the Company in the interim period from the date of signing of the Acquisition Agreement and the date of the Bonus Issue) will be increased to:

• (i) 233,345,000 Listco Shares (assuming the maximum number of 66,670,000 Consideration Shares were issued); and

• (ii) 128,345,000 Listco Shares (assuming the minimum number of 36,670,000 Consideration Shares were issued).

As the Bonus Issue is made on a pro-rata basis, the percentage shareholding of each Vendor after the Acquisition Completion and the Bonus Issue should remain unchanged.

Save for (i) the options carrying the rights to subscribe for up to a total of 54,000,000 Listco Shares having been granted and outstanding under the Share Option Scheme and (ii) the outstanding Warrants entitling the holders to subscribe for up to 173,599,720 Listco Shares as at the Latest Practicable Date, there is no other outstanding equity securities of the Company as at the Latest Practicable Date.

Non-disposal undertaking

Under the Acquisition Agreement, each of the Vendors has undertaken to the Company that, save with the prior written consent of the Company, he/she will not during the period of the first 6 months from the Completion Date, sell or otherwise dispose of any of the Consideration Shares issued to him/ her.

Conditions for the Acquisition

The Acquisition Completion shall be conditional upon, among other things, the fulfilment to the satisfaction of the Purchaser in its absolute discretion or, as the case may be, waiver of the following conditions:

• (i) the delivery of a legal opinion addressed to the Company and the Purchaser in form and substance satisfactory to the Purchaser by a firm of lawyers qualified to practise in PRC law confirming, among other things, (a) the due establishment of Shenzhen Watsin and (b) that the Acquisition shall not cause any of the current joint venture arrangements or ownership arrangements or other entitlements relating to any member of the Target Group or in relation to the Target Group’s operation in the PRC to be cancelled, terminated, amended in any material manner nor render the Target Group’s operations in the PRC to become illegal or otherwise adversely affect the authority or ability of the Target Group to carry on its operation in PRC as it is now being carried on;

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LETTER FROM THE BOARD

• (ii) the delivery of a legal opinion addressed to the Company and 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 Zethanel;

• (iii) 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 Target 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;

• (iv) the obtaining by the Purchaser of all necessary consents, authorisations or other approvals (or, as the case may be, the relevant waiver) of any kind in connection with the entering into and performance of the terms of the Acquisition Agreement which may be required under the Listing Rules, from the Stock Exchange or any governmental or regulatory authorities;

• (v) the Listing Committee of the Stock Exchange granting listing of, and permission to deal in, the Consideration Shares (or to the extent necessary); and

• (vi) none of the warranties given by the Vendors as contained in the Acquisition 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), (iii) and (vi) above. None of the Conditions Precedents can be waived by the Vendors.

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

The Directors confirm that there is no agreement or understanding between the Vendors and the Company (whether under the Acquisition Agreement or otherwise) that any of the Vendors is entitled to nominate or appoint any person to the Board. The Company does not envisage any change in Directors or chief executives or senior management of the Group except for the appointment of additional officers at the subsidiary level to accommodate needs of business development and expansion.

Acquisition Completion

The Acquisition Agreement provides that the Acquisition Completion will take place on the third business days next following the day on which the last unfulfilled Condition is satisfied or (as the case may be) waived.

As at the Latest Practicable Date, none of the Conditions was fulfilled or (as the case may be), waived by the Purchaser.

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LETTER FROM THE BOARD

FINANCIAL EFFECT OF THE ACQUISITION

Upon the Acquisition Completion, the Target Group will become 100% indirect wholly-owned subsidiaries of the Company and all the assets, liabilities and earnings/losses of the Target Group will be consolidated into the financial statement of the Company.

Earnings

The audited profit of the Group for the year ended 31 March 2007 was approximately HK$60.3 million. The Target Group had an unaudited net profit after taxation of approximately RMB17.9 million (equivalent to approximately HK$17.9 million) and approximately RMB21.5 million (equivalent to approximately HK$21.5 million) for the years ended 31 December 2005 and 31 December 2006. For the three months ended 31 March 2007, the Target Group also reported an unaudited net profit after taxation of approximately RMB7.7 million (equivalent to approximately HK$7.7 million). The results of the Target Group will be consolidated after the Acquisition Completion.

Net asset value

The audited net assets of the Group as at 31 March 2007 was approximately HK$1,069.3 million. As at 31 March 2007, the Target Group had an unaudited net assets value of approximately RMB147.2 million (equivalent to approximately HK$147.2 million). Upon the Acquisition Completion, the Acquisition will have an overall effect of:

• (i) increasing the consolidated total assets by approximately HK$372.6 million, the consolidated total liabilities by approximately HK$5.9 million, and consolidated net assets of the Group by HK$366.7 million if the manner of payment under Option 1 as disclosed above is elected by the Group; and

• (ii) increasing the consolidated total assets by approximately HK$372.6 million, the consolidated total liabilities by approximately HK$170.9 million, and consolidated net assets of the Group by HK$201.7 million if the manner of payment under Option 2 as disclosed above is elected by the Group.

INFORMATION ON THE TARGET GROUP

Zethanel is an investment holding company incorporated in the BVI on 11 May 1993 and its entire issued share capital is beneficially owned by the Vendors in equal shares. The principal asset of Zethanel is the holding of the entire registered capital of Shenzhen Watsin (the operating subsidiary of the Target Group). Save for its interest in Shenzhen Watsin, Zethanel does not carry on any business or have any material outstanding liabilities or assets.

Shenzhen Watsin is a wholly-foreign owned enterprise established in the PRC and currently has a registered paid-up capital of RMB80,000,000. It is principally engaged in the development, manufacturing and marketing of bio-pharmaceutical products. Its main products are recombinant human epidermal growth factor products (“ EGF products ”) in liquid preparations primarily indicated for external use for burn and wound care. The flagship product, “GENETIME”, is a liquid spray EGF formulation and has

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LETTER FROM THE BOARD

been granted a Class I prescription new drug certificate by the Ministry of Health of the PRC. The Group is currently the exclusive distributor of EGF products for Shenzhen Watsin in the PRC.

In July 2007, Shenzhen Watsin obtained the approval to distribute and sell its flagship EGF product “GENETIME” in the Russian Federation and have succeeded in making sales of such products in the Russian Federation following the grant of such approval.

The Russian Federation have a population of approximately 142.9 million and an estimated GDP of about US$733 billion in 2006 according to the U.S. State Department. The pharmaceutical and healthcare industries are enjoying strong support from governments around the world including those of the PRC and the Russian Federation. The Board is optimistic that the Acquisition, if materialized, could consolidate further the market position of the Group in the bio-science and pharmaceutical industries in the PRC and help pave the way for the Group’s expansion overseas.

Shenzhen Watsin has obtained land use right certificate in respect of the land on which its GMP compliant production plant is built. The production plant, which is located at No. 7, 1st Keji Central Road, Nanshan District, Shenzhen, Guangdong, the PRC, currently has two production lines.

Corporate structure of the Target Group prior to and immediately after the Acquisition Completion

Before the Acquisition Completion

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----- Start of picture text -----

Vendors
100%
Zethanel
100%
Shenzhen Watsin
----- End of picture text -----

Immediately after the Acquisition Completion

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----- Start of picture text -----

Company
100%
Lelion
100%
Zethanel
100%
Shenzhen Watsin
----- End of picture text -----

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LETTER FROM THE BOARD

Financial information of Target Group

The financial information of the Target Group, which is prepared in accordance with PRC accounting standards, is set out below:

• (i) as at 31 March 2007, the unaudited net assets value of the Target Group was approximately RMB147.2 million (equivalent to approximately HK$147.2 million);

• (ii) the ununaudited net profit before tax and the unaudited net profit after tax of the Target Group for the three months ended 31 March 2007 was approximately RMB9.1 million (equivalent to approximately HK$9.1 million) and approximately RMB7.7 million respectively (equivalent to approximately HK$7.7 million); and

• (iii) for the years ended 31 December 2005 and 2006, the unaudited net profit before tax of the Target Group amounted to approximately RMB21.1 million (equivalent to approximately HK$21.1 million) and approximately RMB25.4 million (equivalent to approximately HK$25.4 million) while the unaudited net profit after tax of the Target Group for the years ended 31 December 2005 and 2006 amounted to approximately RMB17.9 million (equivalent to approximately HK$17.9 million) and RMB21.5 million (equivalent to approximately HK$21.5 million) respectively.

REASONS FOR THE ACQUISITION

In view of the sustainable economic growth of the PRC and the increase in demand for pharmaceutical and healthcare products over the past years, the Board (including the independent nonexecutive Directors) is optimistic about the future prospect of the pharmaceutical and healthcare industry.

The Board (including the independent non-executive Directors) believes that the Acquisition will enable the Group to:

• (i) enlarge the scale of the existing operation of the bio-science related business of the Group and extend the geographical coverage of its products in the PRC;

• (ii) expedite the launch of more pharmaceutical and healthcare products and broaden the product range of the Group;

• (iii) consolidate further its market position and maintain overall competitiveness in the bioscience related industry in the PRC and enhance the Group’s financial performance and pave the way for realizing shareholder value in the long term.

In addition, the investment in and acquisition of a manufacturing facilities which have already obtained GMP certification suitable for the production of bio-science related (including pharmaceutical) products would be more efficient (as this enables the Group to derive synergies from the existing production operation of, in the present case, Shenzhen Watsin) and cost-effective than constructing its own manufacturing facilities since the Company does not need to spend extra capital and time for planning and constructing a manufacturing facilities.

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LETTER FROM THE BOARD

The Company adopts a prudent expansion plan for its bio-science related business through, among others, identifying investment opportunities with potential to complement or provide synergies to its bioscience related business. The Board (including the independent non-executive Directors) believes that the Acquisition, if materialised, is in the best interests of the Company and the Shareholders as a whole.

IMPLICATION UNDER THE LISTING RULES

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

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

PROPOSED GRANT OF SPECIAL MANDATE

The Board was granted the Existing General Mandate at the February EGM to allot, issue and otherwise deal in up to 200,800,000 Shares, representing 20% of the share capital of the Company in issue on the date of the February EGM. The Existing General Mandate has not been exercised at all as at the Latest Practicable Date.

In contemplation of the Acquisition and in anticipation that the Acquisition Completion may likely be completed after the 2007 AGM (whereby the Existing General Mandate will be revoked), the Company will seek the grant of a Special Mandate from the Shareholders at the EGM to cover the allotment and issue of the Consideration Shares (to the extent necessary) pursuant to the terms of the Acquisition Agreement.

To the best of the Directors’ knowledge, information and belief having made all reasonable enquiries, no Shareholder or its associates has any material interest in the EGM Matters and none of them is accordingly required to abstain from voting at the resolutions to be proposed at the EGM.

INFORMATION ON THE GROUP

The principal activity of the Company is investment holding.

The principal business of the Group include (i) the manufacture and trading of packaging products, paper gifts items and promotional products and (ii) the bio-science related business.

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LETTER FROM THE BOARD

FUND RAISING ACTIVITIES OF THE COMPANY IN THE 12 MONTHS IMMEDIATELY PRECEDING THE LATEST PRACTICABLE DATE

As disclosed in the Company’s announcement dated 4 August 2006, the Company raised net proceeds of approximately HK$269.7 million from the placing of 108,000,000 new Listco Shares to Chow Tai Fook Nominee Limited under a placing agreement dated 4 August 2006. As at the Latest Practicable Date, such net proceeds were fully utilized as general working capital to support the ongoing operations of the Group which is in line with the intended use of proceeds by the Company as disclosed in the relevant announcement.

Save as disclosed, the Company has not undertaken any fund raising activities within the 12 months immediately prior to the Latest Practicable Date.

EGM

An EGM will be convened and held on 17 August 2007 for the purpose of considering and, if thought fit, approving the grant of the Special Mandate for the allotment and issue of additional Shares that are required to satisfy the Consideration Shares (to the extent necessary) to be allotted and issued upon completion of the Acquisition Agreement.

Notice of the EGM is reproduced on pages 26 and 27 of this circular.

A form of proxy for the EGM is enclosed with this circular. Whether or not you are able to attend the EGM in person, you are requested to complete the form of proxy in accordance with the instructions printed thereon and return it to the Company’s branch share registrar and transfer offer in Hong Kong, Abacus Share Registrars Limited, at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for holding the EGM. Completion and return of the form of proxy will not preclude you from attending and voting at the EGM in person should you so wish.

PROCEDURES FOR DEMANDING A POLL BY SHAREHOLDERS

Article 66 of the Articles 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

• (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

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LETTER FROM THE BOARD

• (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

The Directors (including the independent non-executive Directors) consider that the Acquisition and the grant of the Special Mandate in comtemplation of the Acquisition are in the best interests of the Company and the Shareholders and recommend Shareholders to vote in favour of the ordinary resolution set out in the notice of the EGM.

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

20

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: 2,000,000,000 Shares Issued and fully paid share capital: 1,086,000,280 Shares	HK$ 200,000,000
	HK$ 108,600,028

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 Listco Shares having been granted and outstanding under the share option scheme adopted by the Company on 22 October 2001 (which was terminated 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 a bonus issue of warrants in units of subscription right of HK$5.00 each (subject to adjustment) in the proportion of two warrants for every 10 existing Listco Shares held by shareholders of the Company (other than overseas shareholders) on 22 September 2006 as constituted by a warrant instrument by way of deed poll dated 29 September 2006 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 173,599,720 new Listco Shares.

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GENERAL INFORMATION

APPENDIX

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 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 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
Name of	associated		issued Shares	capital of the
director	corporation	Capacity	held	Company
Tong Kit Shing	The Company	Interest of a	348,058,248	32.05%
		controlled	(Note 2)
		corporation
		(Note 1)
Liu Guoyao	Automatic Result	Interest of a	348,048,258	32.05%
		controlled	(Note 2)
		corporation
		(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
		Number of issued	issued share capital
Name of Shareholder	Capacity	Shares held	of the Company
Automatic Result	Beneficial owner	348,058,248	32.05%
(Note 1)		(Note 2)
World Eagle	Beneficial owner	69,500,000	6.40%
(Note 3)		(Note 4)

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 Listco 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 Listco Shares which may fall to be allotted and issued upon exercise of the subscription right attaching to the Warrants.

• (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 (practsing) 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 Abacus Share Registrars 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.

25

NOTICE OF EGM

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==> picture [7 x 6] intentionally omitted <==

----- Start of picture text -----


----- End of picture text -----*

(incorporated in the Cayman Islands with limited liability)

(Stock code: 690)

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 Friday, 17 August 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 resolution:

“ THAT :

• (a) the conditional sale and purchase agreement dated 23 July 2007 (the “ Acquisition Agreement ”) (a copy of which marked “A” has been produced to the meeting and initialled by the Chairman for the purpose of identification) made between Lau Judy and Choi Woon Man (together, the “ Vendors ”) as vendors and Lelion Holdings Limited (a wholly-owned subsidiary of the Company) (the “ Purchaser ”) as purchaser in relation to the proposed acquisition (the “ Acquisition ”) of the entire issued share capital of Zethanel Properties Limited (details of which are set out in the circular of the Company dated 2 August 2007) and all transactions contemplated thereunder be and are hereby approved, ratified and confirmed;

• (b) subject to and conditional upon the Listing Committee of The Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”) granting the listing of and permission to deal in the Consideration Shares (as defined below), the directors of the Company (the “ Directors ”) (or a duly authorized committee thereof) be and they are hereby authorized to allot and issue an aggregate of up to 66,670,000 new shares (the “ Consideration Shares ”) of HK$0.10 par value each in the capital of the Company credited as fully paid at an issue price of HK$5.50 per Consideration Share to the Vendors (in the proportion of their respective entitlements to the consideration of the Acquisition) or as the Vendors may direct at completion of the Acquisition Agreement, and that the Consideration Shares shall, when allotted and issued, rank pari passu in all respects with all other shares in the Company in issue on the date of such allotment and issue;

• (c) the Directors (or a duly authorized committee thereof) be and they are hereby authorized to do all such acts and things, to sign and execute all such further documents and to take such steps as the Directors may in their absolute discretion consider necessary, appropriate, desirable or expedient to give effect to or in connection with the Acquisition Agreement or any of the transactions contemplated therein and matters contemplated in paragraph (a) of this resolution above and all other matters incidental thereto; and

• For identification purposes only

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NOTICE OF EGM

• (d) the Directors be and they are hereby generally and specifically authorised to (i) allot and issue such number of new Shares (the “ Special Mandate ”) as may be required to be allotted and issued in full or partial settlement of the consideration for the Acquisition upon and subject to the terms and conditions of the Acquisition Agreement. The Special Mandate is in addition to, and shall not prejudice nor revoke any existing general mandate granted to the Directors by the shareholders of the Company 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 the Board Uni-Bio Science Group Limited Tong Kit Shing Chairman

Hong Kong, 2 August 2007

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

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 of the Company dated 2 August 2007 to its shareholders in respect of the matter to be considered at the meeting.

• 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 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 appointed for holding the meeting or any adjournment thereof.

3. 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 notice, 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.

27