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

Aug 1, 2007

49397_rns_2007-08-01_fe3c07b6-adf6-4fdc-8e6b-fc7cceab124c.pdf

Proxy Solicitation & Information Statement

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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 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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  • (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.

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