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

Jan 16, 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 shares 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 GENERAL MANDATE TO ALLOT AND ISSUE SHARES

Independent financial adviser to the Independent Board Committee and the Independent Shareholders

ASIAVEST PARTNERS

AsiaVest Partners Limited

A letter from the Independent Board Committee to the Independent Shareholders, containing its recommendation to the Independent Shareholders, is set out on page 11 of this circular. A letter of advice from AsiaVest Partners Limited, the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders, is set out on pages 12 to 18 of this circular.

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, 1 February 2007 at 11:00 a.m. is set out on pages 19 to 21 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, 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 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

16 January 2007

CONTENTS

		Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		1
Letter from the Board
1.	Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
2.	Refreshment of General Mandate
	– Existing General Mandate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
	– Usage of the Existing General Mandate since the Last AGM . . . . . . . . . . . . . . . . .	5
	– Refreshment of the Existing General Mandate since the Last AGM . . . . . . . . . . . .	5
	– Proposed grant of the New General Mandate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
	– Reasons for and benefits of the refreshment of the General Mandate . . . . . . . . . .	6
	– Fund raising activities of the Company in the 12 months
	immediately preceding the Latest Practicable Date . . . . . . . . . . . . . . . . . . . . . . . .	7
	– Extraordinary General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
	– Implication of the Listing Rules . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
	– Period during which the New Issue Mandate will remain effective . . . . . . . . . . . .	9
	– Procedures for demanding a poll by Shareholders . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
3.	Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10
4.	Additional information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10
5.	Responsibility statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10
Letter from the Independent Board Committee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		11
Letter from AsiaVest Partners Limited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		12
Notice of	Extraordinary General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	19

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

“Automatic Result” 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.

• “Board” the board of Directors “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

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

• “Extraordinary General Meeting” an extraordinary general meeting of the Company to be held on Thursday, 1 February 2007 to approve the refreshment of the General Mandate

• “Existing General Mandate” the general mandate approved and granted to the Directors to allot, issue or otherwise deal in up to 173,600,000 Shares, representing 20% of the issued share capital of the Company as at the date of the Last AGM

• “FUTL” Figures Up Trading Limited, a company incorporated in the BVI with limited liability, which is solely and beneficially owned by Lelion following the FUTL Acquisition

• “FUTL Acquisition” the acquisition by Lelion of the entire issued share capital of FUTL as disclosed in the announcement of the Company dated 26 April 2006, which acquisition was completed on 14 June 2006

• “General Mandate” the general and unconditional mandate to the Directors to exercise the power of the Company to allot, issue or otherwise deal with Shares up to a maximum of 20% of the aggregate nominal amount of the issued share capital of the Company as at the date of passing the relevant resolution approving the grant of such mandate

• “Group” The Company and its subsidiaries

1

DEFINITIONS

“Hong Kong” the Hong Kong Special Administrative Region of the PRC

• “Independent Board Committee”

• an independent board committee comprising Messrs Zhou Yaoming, Lin Jian and So Yin Wai, each being an independent non-executive Director

• “Independent Financial Adviser” or “AsiaVest”

• AsiaVest Partners Limited, a licensed corporation to carry on business in types 4, 6 and 9 (advising on securities, advising on corporate finance and asset management) regulated activities under the SFO and the independent financial adviser to the Independent Shareholders and the Independent Board Committee

• “Independent Shareholders”

• Shareholders (other than Automatic Result and its associates who are required under the Listing Rules to abstain from voting on the resolutions to be proposed at the Extraordinary General Meeting approving the refreshment of the General Mandate)

• “Last AGM”

• the annual general meeting of the Company held on 22 September 2006

• “Latest Practicable Date”

• 15 January 2007, being the latest practicable date prior to the printing of this circular for ascertaining certain information for inclusion in this circular

• “Lelion”

• Lelion Holdings Limited, a company incorporated in the BVI and a wholly owned subsidiary of the Company, whose principal activity is investment holding

• “Listing Rules”

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

• “Nan Hoo”

• Nan Hoo Properties Limited, a company incorporated in the BVI with limited liability, which is solely and beneficially owned by Lelion following the Nan Hoo Acquisition

• “Nan Hoo Acquisition”

• the acquisition by Lelion of the entire issued share capital of Nan Hoo as disclosed in the announcement of the Company dated 28 November 2006, which acquisition was completed on 21 December 2006

• “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

2

DEFINITIONS

“Mr Liu”	Mr Liu Guoyao, an executive Director and the sole director of
	Automatic Result
“Mr Tong”	Mr Tong Kit Shing, the chairman and an executive Director of the
	Company, and the sole beneficial owner of Automatic Result
“PRC”	The People’s Republic of China, excluding Hong Kong, the Macau
	Special Administrative Region of the PRC and Taiwan
“SFO”	the Securities and Futures Ordinance (Chapter 571 of the Laws of
	Hong Kong)
“Shares”	ordinary share(s) of HK$0.10 each in the share capital of the
	Company
“Shareholder(s)”	holder(s) of Shares
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“HK$”	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 (Chief Executive Officer) Mr Cheng Wai Man

Independent non-executive Directors: Mr Zhou Yaoming 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

16 January 2007

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

Dear Sir or Madam,

REFRESHMENT OF GENERAL MANDATE TO ALLOT AND ISSUE SHARES

INTRODUCTION

The Directors would like to put forward to the Independent Shareholders for the approval at the Extraordinary General Meeting the refreshment of the General Mandate.

The purpose of this circular is to set out (i) information regarding the refreshment of the General Mandate, (ii) the recommendation of the Independent Board Committee to the Independent Shareholders on the refreshment of the General Mandate, (iii) the letter of advice from the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders on the refreshment of the General Mandate and (iv) the notice of the Extraordinary General Meeting at which resolutions will be proposed to consider and, if thought fit, approve the refreshment of the General Mandate.

• For identification purpose only

4

LETTER FROM THE BOARD

REFRESHMENT OF GENERAL MANDATE

Existing General Mandate

The Directors were granted the Existing General Mandate at the Last AGM to allot, issue and otherwise deal with a maximum of 173,600,000 Shares, representing 20% of the total amount of the issued share capital of the Company of 868,000,000 Shares on the date of the Last AGM.

Usage of the Existing General Mandate since the Last AGM

Since the date of the Last AGM, the Company has utilized a portion of the Existing Issue Mandate by the allotment and issue of an aggregate of 80,000,000 Shares (representing approximately 46.08% of the Existing General Mandate) for funding in part payment of the consideration for the Nan Hoo Acquisition (as disclosed in the announcement of the Company dated 28 November 2006 and the circular of the Company dated 18 December 2006) upon completion of the Nan Hoo Acquisition 21 December 2006. After completion the Acquisition and up to the Latest Practicable Date, only a total of 93,600,000 new Shares, representing approximately 53.92% of the Existing Issue Mandate, may be further allotted and issued under the Existing General Mandate.

Refreshment of the Existing General Mandate since the Last AGM

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

Proposed grant of the New General Mandate

The Company will convene the Extraordinary General Meeting at which ordinary resolutions will be proposed to the Independent 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 Issue Mandate to the Directors to exercise the powers of the Company to allot, issue or otherwise deal with Shares up to a maximum of 20% of the aggregate nominal amount of the share capital of the Company in issue as at the date of passing the resolution approving the grant of the New Issue Mandate; and

• (ii) extend the New Issue 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 Last AGM.

On the basis of a total of 1,004,000,000 Shares in issue as at the Latest Practicable Date and assuming that no Shares will be issued or repurchased between the Latest Practicable Date and the Extraordinary General Meeting, the New Issue Mandate (if granted) will empower the Directors to allot, issue or otherwise deal with up to a maximum of 200,800,000 new Shares.

5

LETTER FROM THE BOARD

Reasons for and benefits of the refreshment of the General Mandate

The Company is an investment holding company and its subsidiaries are principally engaged in (i) the manufacture and trading of packaging products, paper gifts items and promotional products and (ii) since the completion of the FUTL Acquisition in June 2006, the bio-science related business.

The Group has been facing testing conditions in its printing and packaging business as reflected in the results of the Group for the two financial years ended 31 March 2006 and for the six months ended 30 September 2006. While the Group has strived and will continue make all reasonable efforts to optimize its operation in its printing and packaging business, when diversifying into the bio-science related business, the performance and operating results of the former remains weak. The Directors will from time to time review and re-evaluate its overall business strategies and policies for the development of the Group, including studying the feasibility of downsizing or (if suitable opportunities arise) divesting its operations in the printing and packaging business if the business performance of the printing and packaging business does not improve or deteriorates.

Given the Directors’ expectation that the bio-science related business (in particular, the pharmaceutical business) will present high growth potentials in light of the increase in health conscious population and income generally, the Group is considering exploring more resources to the development of its bio-science related business so as to capitalize on the potential upside of the pharmaceutical business and to improve the financial performance of the Group.

Following the completion of the FUTL Acquisition in June 2006 and the Nan Hoo Acquisition in December 2006, the Group has successfully implemented the integration of the research, product invention, manufacturing and distribution capabilities necessary for the development of its bio-science related business.

As far as the bio-science related business is concerned, the Group is dedicated to the research and development of new products with an aim to providing solutions to pressing and universal problems concerning human health. To achieve this, the Directors consider that there is a need to (i) obtain significant capital to support the expenses of further developing the Group’s present and future pharmaceutical products or potential pharmaceutical products that includes undertaking pre-clinical trial testing and field trials and obtaining regulatory approvals of products, which is a lengthy and expensive process, and manufacturing and marketing products (ii) expand its research and development, as well as manufacturing capabilities and distribution network and (iii) commercialize and develop a market for products developed by the Group in the foreseeable future as its bio-science related business developed. Accordingly, the future development of the Group will be reliant on its ability to raise capital as and when required. The Directors are therefore of the considered view that the balance of the Existing General Mandate may not provide the necessary flexibility needed for the development of the Group’s business and the availability of a greater buffer to allot, issue or otherwise deal with an enlarged number of additional Shares (that is, from 93,600,000 Shares to 200,800,000 Shares) by way of refreshment of the General Mandate is essential and beneficial to the Company and its shareholders as a whole.

6

LETTER FROM THE BOARD

The Company will continue adopt a prudent expansion plan for its bio-science related business through, among others, identifying investment opportunities with potentials to complement and provide synergies to its bio-science related business and explore and allocate additional resources to the extent possible for (i) the expansion of its manufacturing as well as research and development facilities, (ii) market development and brand building activities and (iii) generating general working capital of the Group to support its ongoing operations and expansion in order to keep ahead of any development by its competitors in the bio-science related (including pharmaceutical) business.

On the basis of the current business strategies of the Group, the Directors believe that the refreshment of the General Mandate is necessary and appropriate in the circumstances as this would:

• (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 of and for the benefits of the Company and the Shareholders as a whole if the 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 interest 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.

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 plans or investment targets 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 other than the following:

• (a) as disclosed in the Company’s announcement dated 15 February 2006, the Company raised net proceeds of approximately HK$175.5 million by way of an open offer of 360,000,000 offer Shares at HK$0.50 per offer Share payable in full on acceptance on the basis of two offer Shares for every existing Share then held, of which approximately HK$160.1 million was utilized for funding in part payment of consideration for the FUTL Acquisition and the balance of HK$15.4 million was utilized as general working capital of the Group;

7

LETTER FROM THE BOARD

• (b) as disclosed in the Company’s announcement dated 26 April 2006, the Company raised net proceeds of approximately HK$113.9 million by the issue of a three-year zero coupon convertible bonds in the aggregate principal sum of HK$114 million issued by the Company to Automatic Result under a subscription agreement dated 26 April 2006, which net proceeds were fully utilized for funding in part payment of consideration for the FUTL Acquisition; and

• (c) 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 placing Shares to Chow Tai Fook Nominee Limited at the placing price of HK$2.50 per placing Share under a placing agreement dated 4 August 2006. An amount of HK$230 million out of the net proceeds of the placing was fully utilized for funding the cash portion of the consideration for the Nan Hoo Acquisition while the remaining balance of the net proceeds is retained by the Group as working capital.

The use of proceeds derived from the open offer, the issue of the convertible bonds and the placing was in line with the disclosure previously made by the Company in the relevant announcements.

Extraordinary General Meeting

The notice convening the Extraordinary General Meeting for the purpose of considering and, if thought fit, approving the refreshment of the General Mandate is set out on pages 19 to 21 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, 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 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.

An announcement will be made by the Company on the business day immediately following the conclusion of the Extraordinary General Meeting to inform the Shareholders and the public of the results of the Extraordinary General Meeting.

Implication of the Listing Rules

Under Rule 13.36(4)(a) of the Listing Rules, the New General Mandate requires the approval of the Independent Shareholders at the Extraordinary 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.

8

LETTER FROM THE BOARD

As at the Latest Practicable Date, Automatic Result held approximately 34.67% of the issued share capital of the Company. Accordingly, Automatic Result and its associates will abstain from voting at the Extraordinary General Meeting. Under Rule 13.39(4)(b) of the Listing Rules, any vote of the Independent Shareholders will be taken by poll.

Period during which the New Issue 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.

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

• (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.

9

LETTER FROM THE BOARD

RECOMMENDATION

Based on the reasons set out above, the Directors (except for Messrs Tong and Liu (two of the executive Directors and who are deemed to be interested in the Shares held by Automatic Result under the SFO) who abstained from voting on the resolutions of the Board for approving the refreshment of the General Mandate) are of the opinion that the refreshment of the General Mandate is in the interests of the Company and the Independent Shareholders as a whole and the terms of the New General Mandate are fair and reasonable as far as the Independent Shareholders are concerned. Accordingly, the Directors (except for Messrs Tong and Liu) recommend the Independent Shareholders to vote in favour of the resolutions set out in the notice of the Extraordinary General Meeting.

ADDITIONAL INFORMATION

Your attention is also drawn to (i) the letter of advice from the Independent Financial Adviser set out on pages 12 to 18 of this circular containing its advice to the Independent Board Committee and the Independent Shareholders in relation to the refreshment of the General Mandate and (ii) the letter from the Independent Board Committee set out on page 11 of this circular containing its recommendation to the Independent Shareholders in relation to the refreshment of the General Mandate.

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

10

LETTER FROM THE INDEPENDENT BOARD COMMITTEE

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(incorporated in the Cayman Islands with limited liability)

(Stock Code: 690)

16 January 2007

To the Independent Shareholders

Dear Sir/Madam,

REFRESHMENT OF EXISTING GENERAL MANDATE BY THE GRANT OF A NEW GENERAL MANDATE TO ALLOT AND ISSUE SHARES

We refer to the circular (the “ Circular ”) of the Company to the Shareholders dated 16 January 2007, of which this letter forms part.

Terms defined in the Circular have the same meanings when used in this letter unless the context otherwise requires.

We have been appointed as the Independent Board Committee to advise you in connection with the proposed refreshment of the General Mandate. Details of the proposal are set out in the letter from the Board contained in the Circular.

Having considered the advice and recommendation of the Independent Financial Adviser as set out on pages 12 to 18 of the Circular, we take the view that the refreshment of the Existing General Mandate by the grant of the New General Mandate to the Directors is in the interests of the Company and the Shareholders as a whole and the terms and conditions of the New General Mandate are fair and reasonable so far as the Independent Shareholders are concerned.

Accordingly, we recommend that the Independent Shareholders to vote in favour of the resolutions to be proposed at the Extraordinary General Meeting to approve the refreshment of the Existing General Mandate by the grant of the New General Mandate to the Directors.

Yours faithfully Zhou Yaoming Lin Jian So Yin Wai Independent Board Committee

of

Uni-Bio Science Group Limited

• For identification purpose only

11

LETTER FROM ASIAVEST PARTNERS LIMITED

The following is the full text of a letter of advice from AsiaVest to the Independent Board Committee and the Independent Shareholders prepared for the purpose of inclusion in this circular.

ASIAVEST PARTNERS

AsiaVest Partners Limited

AsiaVest Partners Limited 19/F, Crocodile House 50-55 Connaught Road Central Hong Kong

16 January 2007

To the Independent Board Committee and the Independent Shareholders of Uni-Bio Science Group Limited

Dear Sirs/Madam,

REFRESHMENT OF GENERAL MANDATE TO ISSUE SHARES “Issue Mandate”

INTRODUCTION

We refer to our engagement under which AsiaVest has been appointed as the independent financial adviser to advise the Independent Board Committee and the Independent Shareholders in respect of the granting of the Issue Mandate, details of which are contained in the letter from the Board (the “Letter from the Board”) set out on pages 4 to 10 of the circular of the Company dated 16 January 2007 (the “Circular”), of which this letter forms part. Terms defined in the Circular have the same meaning herein unless the context requires otherwise.

Pursuant to the Listing Rules, the granting of the Issue Mandate before the next annual general meeting of the Company is subject to the approval of the Independent Shareholders in the Extraordinary General Meeting, which the voting will be taken by way of poll. Accordingly, the Independent Board Committee has been established to advise whether the terms of the Issue Mandate are fair and reasonable and whether the granting of the Issue Mandate is in the interests of the Company and its shareholders as a whole. AsiaVest has been appointed to advise the Independent Board Committee and the Independent Shareholders in this respect.

12

LETTER FROM ASIAVEST PARTNERS LIMITED

BASIS OF OUR ADVICE

In arriving at our opinion and recommendation, we have relied on the information supplied and the opinion expressed by the Directors and the management of the Company. We have assumed that the information contained and representations made to us or referred to in the Circular are true, accurate and complete at the time they were made and continue to be so at the date of the Circular. We consider that we have been provided with sufficient information on which to form a reasonable basis for our opinion. We have no reason to suspect that any relevant information has been withheld, nor are we aware of any fact or circumstance which would render the information provided and representations and opinions made to us untrue, inaccurate or misleading.

Having made all reasonable enquiries, the Directors have collectively and individually accepted full responsibility for the accuracy of the information contained in the Circular and further confirmed that, to the best of their knowledge, they believe there are no other facts or representations the omission of which would make any statement in the Circular, misleading. We have not, however, carried out any independent verification of the information provided by the Directors and the management of the Company, nor have we conducted an independent investigation into the business and affairs of the Company, nor have we considered the taxation implication on the Group or the shareholders of the Company as a result of the granting of the Issue Mandate.

PRINCIPAL FACTORS AND REASONS CONSIDERED

In formulating our opinion on the granting of the Issue Mandate, we have taken the following principal factors and reasons into consideration:

1. BACKGROUND

The Company is an investment holding company. The principal business of the Group includes (i) the manufacturing and trading of package products, paper gifts items and promotional products and (ii) following completion of FUTL acquisition in June 2006, the bio-science related business.

At the annual general meeting of the Company held on 22nd September, 2006, the general mandate (“Existing Issue Mandate”) was given to the Directors to allot, issue and deal with the un-issued Shares not exceeding 20% of the aggregate nominal amount of the share capital of the Company in issue as at the date of passing of the relevant ordinary resolution. As at 22 September 2006, the share capital of the Company in issue comprises of 868,000,000 Shares.

During the period from the grant of the Existing Issue Mandate to the Latest Practicable Date, the Existing Issue Mandate had been utilized as to 80,000,000 Shares as a result for funding in part payment of the consideration for the Nan Hoo Acquisition as disclosed in the Company’s announcement dated 18 December, 2006, being approximately 46% of the aggregate number of Shares which may be allotted and issued under the Existing Issue Mandate. The Directors are of the considered view that the balance of the Existing General Mandate may not provide the necessary flexibility needed for the development of the Group’s business and the availability of a greater buffer to allot, issue or otherwise deal with an enlarged number of additional Shares (that is, from 93,600,000 Shares to 200,800,000 Shares) by way of refreshment of the General Mandate is essential and beneficial to the Company and its shareholders as a whole.

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LETTER FROM ASIAVEST PARTNERS LIMITED

Given that approximately 46% of the Existing Issue Mandate had been utilized, the Directors proposed to seek the approval of the Independent Shareholders at the Extraordinary General Meeting for the granting of the Issue Mandate so that the Directors would be granted the authority to allot, issue and deal with new Shares not exceeding 20% of the aggregate nominal amount of the share capital of the Company as at the date of passing the resolution approving the Issue Mandate. The Directors consider that the granting of the Issue Mandate will provide the Company with the flexibility for future investment, future expansion of its manufacturing as well as research and development facilities and market development and brand building activities and/or acquisitions when new prospective investment opportunities arise. Approval from the Independent Shareholders shall be sought for revoking the Existing Issue Mandate to the extent for issuance not already exercised.

Pursuant to Rule 13.36(4) of the Listing Rules, the granting of the Issue Mandate requires the approval of the Independent Shareholders at the Extraordinary 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. As at the Latest Practicable Date, Automatic Result held approximately 34.67% of the issued share capital of the Company. Accordingly, Automatic Result and its associates will abstain from voting at the Extraordinary General Meeting. Under rule 13.39(4)(b) of the Listing Rules, any vote of shareholders taken at general meeting to approve transactions that are subject to independent shareholders’ approval must be taken by poll.

As at the Latest Practicable Date, the Company had an aggregate of 1,004,000,000 Shares in issue. Subject to the passing of the ordinary resolution for the approval of the granting of the Issue Mandate and on the basis that no further Shares are issued and/or repurchased by the Company between the Latest Practicable Date and the date of the Extraordinary General Meeting, the Company could under the Issue Mandate allot, issue and deal with up to 200,800,000 new Shares.

2. FUND AND RAISING ACTIVITIES OF THE COMPANY IN THE PAST 12 MONTHS

The Company has not undertaken any fund raising activities within the 12 months immediately prior to the Latest Practicable Date other than the following:

• (a) as disclosed in the Company’s announcement dated 15 February 2006, the Company raised net proceeds of approximately HK$175.5 million by way of an open offer of 360,000,000 offer Shares at HK$0.50 per offer Share payable in full on acceptance on the basis of two offer Shares for every existing Share then held, of which approximately HK$160.1 million was utilized for funding in part payment of consideration for the FUTL Acquisition and the balance of HK$15.4 million was utilized as general working capital of the Group;

• (b) as disclosed in the Company’s announcement dated 26 April 2006, the Company raised net proceeds of approximately HK$113.9 million by the issue of a three-year zero coupon convertible bonds (“Convertible Bonds”) in the aggregate principal sum of HK$114 million issued by the Company to Automatic Result under a subscription agreement dated 26 April 2006, which net proceeds were fully utilized for funding in part payment of consideration for the FUTL Acquisition; and

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LETTER FROM ASIAVEST PARTNERS LIMITED

• (c) 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 placing Shares to Chow Tai Fook Nominee Limited at the placing price of HK$2.50 per placing Share under a placing agreement dated 4 August 2006. An amount of HK$230 million out of the net proceeds of the placing was fully utilized for funding the cash portion of the consideration for the Nan Hoo Acquisition while the remaining balance of the net proceeds is retained by the Group as working capital.

The use of proceeds derived from the open offer, the issue of the convertible bonds and the placing was in line with the disclosure previously made by the Company in the relevant announcements.

3. FINANCIAL FLEXIBILITY

The Directors believe that the refreshment of the Issue Mandate will enable the Company to take advantage of the market condition to raise additional funds for the Company through the issue of new Shares when investment opportunities are identified and when the Directors think fit and appropriate.

While the Directors may consider that the Group has sufficient resources to meet its present requirements, there is no certainty that such resources will be adequate as the Company continues to expand or develop any of its existing business, or other financing alternatives will be readily available as and when required. We consider that the granting of the Issue Mandate could enhance the financing flexibility of the Company to raise capital, if and when required, through placing of Shares or issuance of securities for further development of the Group and further strengthening the Company’s capital base or for funding any potential investments in the future when opportunities are identified and as Directors think appropriate. As such, we consider that the increased amount of capital which may be raised under the Issue Mandate will provide more financing alternatives to the Group and will enable the Group to grasp future investment opportunities in a timely manner. In particular, as disclosed in the interim financial report of the Company, the Group shall continue to further focus on the biopharmaceutical field and the ability to react and pursue investment opportunity as and when it arises are crucial in the competitive and repaid changing environment unique to such industry.

4. OTHER FINANCING ALTERNATIVES

Other than raising fund by way of issuing equity capital, the Board indicates that the Company will consider other financing methods such as bank financing, debt financing and funding through internal resources in order to meet its financing requirements arising from future investment of the Group, depending on the then financial position, capital structure and cost of funding of the Group as well as the then market condition.

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LETTER FROM ASIAVEST PARTNERS LIMITED

As disclosed on page 21 under the Section “Management Discussion and Analysis” of the Company’s interim report 2006 released on 2 January 2007, the Group has been focusing on the research and development of pharmaceutical products in the PRC following the acquisition of FUTL. We have also noticed that the Company is in the development pipelines of several patentable products. However, as research and development time-line and the products’ success probability are not to be determined with absolute certainty. Alternate finance providers as described above are all highly sophisticated market practioners and would look for ways to charge premium on the rate of financing by emphasizing on the risk associated with new pharmaceutical products. By providing more flexibility to the Directors to utilize lowest mean of financing long-term products such as equity financing enables them to negotiate on behalf of the Company for the best outcome which indeed would be for the best interest of the Shareholders.

As such, the Issue Mandate will serve as one of the alternatives for the Company to finance the Group’s investment and the Board will use the method that serves the best interests of the Group. We also trust that the Directors would exercise their option of issuing shares prudently and adhere to the responsibilities and duties as keepers for the shareholders. We consider that it is sensible to make reference to the then financial position, capital structure and cost of funding of the Group as well as the then market condition in order to decide a suitable financing method for the future investment of the Group and equip the Directors with bargaining options for financing the developments of the Company.

5. POTENTIAL DILUTION TO SHAREHOLDINGS OF THE SHAREHOLDERS

Shareholders should note that the Existing General Mandate will be revoked upon approval of the Issue Mandate at the Extraordinary General Meeting which will be and continue to be in force until the earlier of (i) the conclusion of the Company’s next annual general meeting, and (ii) the revocation or variation of the authority given under the relevant resolution to be proposed by ordinary resolution of the Shareholders in general meeting. Such duration is in compliance with Rule 13.36(3) of the Listing Rules.

Upon utilization in full of the Issue Mandate, 200,800,000 new Shares can be allotted and issued, representing approximately 20% of the total issued share capital of the Company as at the Latest Practicable Date. The aggregate shareholding of the existing public Shareholders upon full utilization of the Issue Mandate will, therefore, decrease from approximately 54.57% to approximately 45.48%, representing a potential maximum dilution of approximately 16.67%.

Taking into account that (i) the Issue Mandate will allow the increase in capital which may be raised by way of new equity issue under the Issue Mandate; (ii) the Issue Mandate will provide an alternative of financing to the Group for future development of its business and potential investment as and when such opportunities arise, and (iii) the fact that the shareholding of all the existing Shareholders will be diluted proportionally to their respective shareholdings upon utilization of the Issue Mandate, we consider that such maximum potential dilution to the shareholdings of the Shareholders are justifiable and in compliance with market norm.

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LETTER FROM ASIAVEST PARTNERS LIMITED

Illustration of the calculation of dilution before and after full conversion of the Convertible Bonds for reference purposes:

Automatic Result Limited (“ARL”) Chow Tai Fook Nominee Limited Public Shareholders Maximum number of Shares to be Issued under the Issue Mandate Total	(A) Issued Shares as at the Latest Practicable Date (No. of Shares) % 348,058,248 34.67 108,000,000 10.76 547,941,752 54.57 N/A N/A 1,004,000,000 100.00	(B) Issued Shares with full utilization of the Issue Mandate (No. of Shares) % 348,058,248 28.89 108,000,000 8.96 547,941,752 45.48 200,800,000 16.67 1,204,800,000 100.00	(C) Issued Shares with full utilization of the Issue Mandate and full conversion of the Convertible Bonds (No. of Shares) % 412,058,248 32.48 108,000,000 8.50 547,941,752 43.20 200,800,000 15.82 1,268,800,000 100.00	(C) Issued Shares with full utilization of the Issue Mandate and full conversion of the Convertible Bonds (No. of Shares) % 412,058,248 32.48 108,000,000 8.50 547,941,752 43.20 200,800,000 15.82 1,268,800,000 100.00
				100.00

Note:

• (a) The exercise of the conversion right in full attaching to the three-year zero coupon convertible bonds in the aggregate principal sum of HK$114 million issued by the Company to ARL on 14 June 2006 at the conversion price of HK$0.95 per share (subject to adjustment) as constituted by an instrument by way of deed poll dated 14 June 2006 will result in the issue of an aggregate of 120,000,000 new Shares. As of the Latest Practicable Date, ARL converted a portion of the convertible bonds in the aggregate principal amount of HK$53,200,000 which resulted in a total of 56,000,000 Shares being issued.

• (b) The exercise in full of the subscription right attaching to the warrants issued by the Company by way of bonus issue entitling the holders thereof to subscribe in cash for new Shares in the subscription price of HK$5.00 per share (subject to adjustment) on the basis of two warrants for every 10 existing Shares held on 22 September 2006 as constituted by an instrument by way of deed poll dated 29 September 2006 will result in the issue of an aggregate of 173,600,000 new Shares. As of the Latest Practicable Date, no subscription right attaching to the warrants has yet been exercised.

• (c) The likelihood of full conversion is subject to compliance with the Codes on Takeovers and Mergers and Share Repurchases, the outcome of which cannot be determined at this time. Column (C) of the above chart is for reference purposes only and we have not undertaken any analysis to the information provided.

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LETTER FROM ASIAVEST PARTNERS LIMITED

6. TERMS OF THE ISSUE MANDATE

According to the Listing Rules, the Company will be required to seek prior consent of Shareholders for any allotment issue or grant of Shares or securities convertible into Shares or other rights to subscribe for Shares or such convertible securities, unless such allotment, issue or grant falls under the circumstances provided under Rule 13.36(2) of the Listing Rules. Pursuant to Rule 13.36(4) of the Listing Rules, an ordinary resolution will be proposed at the Extraordinary General Meeting to obtain approval from the Independent Shareholders to refresh the Issue Mandate before the next annual general meeting so that the Directors will be entitled to exercise the powers of the Company to allot and issue Shares not exceeding 20% of the aggregate nominal amount of the issued share capital of the Company as at the date of the Extraordinary General Meeting.

RECOMMENDATION

Having considered the abovementioned principal factors and reasons, we consider that the refreshment of the Issue Mandate is fair and reasonable and is in the interests of the Company so far as the Shareholders as a whole are concerned because such mandate assist the Company in its financing exercises. Accordingly, we recommend the Independent Board Committee to advise the Independent Shareholders to vote in favour of the ordinary resolutions to be proposed at the Extraordinary General Meeting to approve the Issue Mandate.

Yours faithfully, For and on behalf of AsisVest Partners Limited Raymond Lo FCA, CF Executive Director

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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, 1 February 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 22 September 2006 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

5. For identification purposes only

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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; 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 22 September 2006)

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;

“ 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

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NOTICE OF EXTRAORDINARY GENERAL MEETING

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 22 September 2006 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.”

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

Hong Kong, 16 January 2007

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, Abacus Share Registrars Limited, at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong not later than 48 hours before the time appointed for holding the meeting or any adjournment thereof.

• Completion and return of the 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 (Chief Executive Officer) and Mr Cheng Wai Man; the independent non-executive Directors are Mr Zhou Yaoming, Mr Lin Jian and Mr So Yin Wai.

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