Uni-Bio Science Group Limited — Proxy Solicitation & Information Statement 2009

Mar 29, 2009

==> picture [284 x 54] intentionally omitted <==

*****

(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 (the “ Meeting ”) of Uni-Bio Science Group Limited (the “ Company ”) will be held on Monday, 20 April 2009 at Room 1502, 15th Floor, AXA Centre, No. 151 Gloucester Road, Wanchai, Hong Kong at 10:00 a.m. for the purpose of considering and, if thought fit, passing the following resolutions (with or without modifications) which will be proposed as ordinary resolutions of the Company:

1. “ THAT subject to and conditional upon: (i) the passing of ordinary resolution numbered 2 as set out in the notice convening the Meeting; (ii) the Executive (as defined in the circular (the “ Circular ”) of the Company dated 30 March 2009) granting to the Underwriter (as defined in the Circular) and parties acting in concert with it the Whitewash Waiver (as defined in the Circular) and the satisfaction of any condition attached to the Whitewash Waiver (as defined in the Circular) imposed by the Executive; (iii) the Listing Committee of The Stock Exchange of Hong Kong Limited granting the listing of, and permission to deal in, the Offer Shares and the Bonus Shares (as respectively defined below) (in fully-paid or credited as fully-paid forms); (iv) the filing and registration of all documents relating to the Open Offer with Bonus Issue (as respectively defined below), which are required by law to be filed or registered with the Registrar of Companies in Hong Kong in accordance with the Companies Ordinance (Chapter 32 of the Laws of Hong Kong); and (v) the obligation of the Underwriter (as defined in the Circular) under the Underwriting Agreement (as defined in the Circular) becoming unconditional and not being terminated in accordance with the terms of the Underwriting Agreement:

   • (a) the issue by way of open offer (the “ Open Offer ”) of not less than 1,449,829,215 new shares and not more than 1,468,670,882 new shares of HK$0.10 each in the share capital of the Company (the “ Offer Shares ”) to the shareholders (the “ Qualifying Shareholders ”) of the Company whose names appear on the register of members of the Company on the date by reference to which entitlement under the Open Offer will be determined (other than those shareholders (the “ Excluded Shareholders ”) of the Company with registered address outside Hong Kong whom the Directors, based on the enquiries made by the Company, consider their exclusion from the Open Offer to be necessary or expedient on account either of the legal restrictions under the laws of the relevant place or the requirements of the relevant regulatory body or stock exchange in that place) in the proportion

* For identification purposes only

1

of one Offer Share for every six existing shares of HK$0.10 each in the Company then held at the subscription price of HK$0.10 per Offer Share and otherwise on the terms and conditions set out in the Circular, a copy of which has been produced to the Meeting marked “A” and initialled by the chairman of the Meeting for the purpose of identification be and is hereby approved;

• (b) the issue (the “ Bonus Issue ”) by way of bonus shares (the “ Bonus Shares ”) to the first registered holders of the Offer Shares on the basis of two Bonus Shares for every one Offer Share taken up in accordance with the terms and conditions as set out in the Circular be and is hereby confirmed and approved;

• (c) the directors (the “ Directors ”) of the Company be and are hereby unconditionally and specifically authorised to allot and issue such number of new shares of HK$0.10 each in the capital of the Company (the “ Special Mandate ”) as may be required to be allotted and issued pursuant to or in connection with the Open Offer and the Bonus Issue (notwithstanding the same may be offered, allotted or issued otherwise than pro rata to the Qualifying Shareholders) and in particular, the Directors be and are hereby authorised to make such exclusions or other arrangements in relation to fractional entitlements and/or Excluded Shareholders as they deem necessary, desirable or expedient having regard to any restrictions or obligations under the articles of association of the Company or the laws of, or the rules and regulations of any recognized regulatory body or any stock exchange in, any territory outside Hong Kong and that the Special Mandate is in addition to, and shall not prejudice or revoke the existing general mandate to issue shares granted to the Directors by the shareholders of the Company at the annual general meeting of the Company held on 6 November 2008 or such other general or special mandate(s) to issue shares which may from time to time be granted to the Directors prior to the passing of this resolution;

• (d) the Underwriting Agreement and the transactions contemplated thereunder (including but not limited to the arrangements for taking up of the unsubscribed Offer Shares, if any, by the Underwriter (as defined in the Circular) be and are hereby approved, confirmed and ratified;

• (e) the arrangements for application for the Offer Shares by the Qualifying Shareholders in excess of their entitlements under the Open Offer by and are hereby approved, confirmed and ratified; and

• (f) any Director be and is hereby authorised to sign and execute such documents and do all such acts and things incidental to the Open Offer and the Bonus Issue or as he considers necessary, desirable or expedient in connection with the implementation of or giving effect to the Open Offer and the Bonus Issue, the Underwriting Agreement and the transactions contemplated thereunder.”

2

1. “ THAT subject to the Executive (as defined in the Circular) granting to the Underwriter (as defined in the Circular) and parties acting in concert with it the Whitewash Waiver (as defined in the Circular) and the satisfaction of any condition attached to the Whitewash Waiver imposed by the Executive, the waiver pursuant to Note 1 on dispensations from Rule 26 of the Hong Kong Code on Takeovers and Mergers (the “ Takeovers Code ”) waiving any obligation on the part of the Underwriter and parties acting in concert with it to make a mandatory general offer to the shareholders of the Company to acquire shares in the Company other than those already owned by the Underwriter and parties acting in concert with it which would otherwise arise under Rule 26.1 of the Takeovers Code as a result of any issue and allotment pursuant to application(s) made by the Underwriter and parties acting in concert with it under the Open Offer and the Bonus Issue, the terms of which is set out in the Circular, a copy of which has been produced to the Meeting marked “A” and initialled by the chairman of the Meeting for the purpose of identification be and is hereby approved.”

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

Hong Kong, 30 March 2009

Registered office:

Cricket Square, Hutchins Drive P.O. Box 2681 GT Grand Cayman KY1-1111 Cayman Islands

Notes:

1. A member of the Company entitled to attend and vote at the Meeting is entitled to appoint another person as his/her/its proxy to attend and vote in his/her/its stead. A member who is the holder of two or more shares (the “ Shares ”) of the Company may appoint more than one proxy to represent him/her/it and vote on his/her/its behalf at the Meeting. 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 30 March 2009.

2. In the case of joint holders of Shares, any one of such joint holders may vote, either in person or by proxy, in respect of such Share as if he/she/it were solely entitled thereto, but if more than one of such joint holders are present at the Meeting, personally or by proxy, that one of the said persons so present whose name stands first in the register of members of the Company in respect of such Shares shall alone be entitled to vote in respect thereof.

3

1. In order to be valid, the form of proxy must be in writing under the hand of the appointor or of his/her/its attorney duly authorised in writing, or if the appointor is a corporation, either under seal, or under the hand of an officer or attorney duly authorised, and must be deposited with the Hong Kong branch share registrar and transfer office of the Company, Tricor Abacus Limited, at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong (together with the power of attorney or other authority, if any, under which it is signed or a certified copy thereof) not less than 48 hours before the time fixed for holding of the Meeting or any adjournment thereof.

2. Delivery of an instrument appointing a proxy should not preclude a member from attending and voting in person at the Meeting or any adjournment thereof and in such event, the instrument appointing a proxy shall be deemed to be revoked.

3. The above resolutions will be put to vote at the Meeting by way of poll.

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.

4