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

Mar 27, 2009

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, bank manager, solicitor, professional accountant or other professional advisers.

If you have sold or transferred all your shares in Uni-Bio Science Group Limited , you should at once hand this circular and the accompanying form of proxy to the purchaser or the transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or the transferee.

Hong Kong Exchanges and Clearing Limited and the Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, make no representation as to its accuracy or completeness and expressly disclaim 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)

PROPOSED CAPITAL REORGANISATION PROPOSED CHANGE IN BOARD LOT SIZE PROPOSED ALTERATION TO ARTICLES OF ASSOCIATION AND NOTICE OF EGM

A notice convening the EGM to be held at Room 1502, 15th Floor, AXA Centre, No. 151 Gloucester Road, Wanchai, Hong Kong at 10:30 a.m. on 20 April 2009 is set out on pages 40 to 42 of this circular.

Whether or not you intend to attend the EGM in person, 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, Tricor Abacus Limited, at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding the EGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the EGM or any adjournment thereof should you so wish.

* For identification purposes only

28 March 2009

CONTENTS

	Page
Definitions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Expected timetable. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Letter from the Board
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Capital Reorganisation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Effects of the Capital Reorganisation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
Conditions of the Capital Reorganisation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
Proposed change in board lot size. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10
Reasons for the Capital Reorganisation and the change in board lot size . . . . . . . . . . . . . . . .	10
Adjustments relating to share options upon completion of the Capital Reorganisation . . . . . .	11
Listing and dealings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	11
Trading and associated arrangements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	11
Proposed alteration to the Articles of Association. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	13
Actions to be taken . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	13
Recommendations. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	14
Appendix I – Procedures for demanding a poll by Shareholders. . . . . . . . . . . . . . . . . . . . . . .	15
Appendix II – Summary of the constitution of the Company and
the Cayman Islands Company Law. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	16
Notice of the EGM. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	40

DEFINITIONS

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

• “Alteration”

the proposed alteration to the Articles of Association to allow for capitalisation of reserves and funds of the Company for distribution among the Shareholders or any class of Shareholders in the same proportions or such other proportions as the Shareholders may determine

• “Articles of Association” the articles of association of the Company, as amended from time to time

• “Board” the board of Directors

• “Bonus Issue”

• the issue of the Bonus Shares pursuant to the terms and conditions of the Underwriting Agreement

• “Bonus Share(s)” not less than 2,899,658,430 new Existing Shares and not more than 2,937,341,764 new Existing Shares to be issued by way of bonus (for no additional payment) to the holders of Offer Shares on the basis of two Bonus Shares for every one Offer Share taken up under the Open Offer subject to the terms and conditions set out in the Underwriting Agreement

• “Business Day” a day, other than Saturday or a day on which a tropical cyclone warning signal No. 8 or above or a black rainstorm warning signal is hoisted in Hong Kong at any time between 9:00 a.m. and 4:00 p.m. on which banks generally are open for business in Hong Kong

• “Capital Reduction”

• the proposed reduction of the share capital of the Company to be implemented following the Consolidation by cancelling the issued and paid-up share capital to the extent of HK$0.99 on each of the Consolidated Shares of HK$1.00 and thereby reducing the nominal value of all the issued Shares from HK$1.00 each to HK$0.01 each

• “Capital Reorganisation”

• the proposed reorganisation of the capital of the Company by way of (i) the Consolidation, (ii) the Capital Reduction and (iii) the Diminution and Increase

• “CCASS”

• The Central Clearing and Settlement System established and operated by HKSCC

1

DEFINITIONS

“Company”	Uni-Bio Science Group Limited, an exempted company
	incorporated in the Cayman Islands with limited liability,
	the shares of which are listed on the main board of the Stock
	Exchange
“Companies Law”	the Companies Law, Cap. 22 (Law 3 of 1961, as consolidated and
	revised) of the Cayman Islands
“Consolidation”	the proposed consolidation of every 10 issued and unissued
	Existing Shares into one Consolidated Share
“Consolidated Share(s)”	ordinary share(s) of HK$1.00 each in the capital of the Company
	proposed to be created immediately after the Consolidation but
	before the Capital Reduction
“Court”	the Grand Court of the Cayman Islands
“Diminution and Increase”	the diminution and subsequent increase in the authorised share
	capital of the Company to HK$5,000,000,000 by the creation of
	500,000,000,000 New Shares
“Director(s)”	the director(s) of the Company
“EGM”	the extraordinary general meeting of the Company to be convened
	and held to consider and, if thought fit, approve the Capital
	Reorganisation and the Alteration (or any adjournment thereof)
“Existing Scheme”	the share option scheme currently in force and adopted by the
	Company on 22 September 2006
“Existing Share(s)”	the existing ordinary share(s) of HK$0.10 each in the capital of
	the Company
“HKSCC”	Hong Kong Securities Clearing Company Limited
“Hong Kong”	the Hong Kong Special Administrative Region of the PRC
“Latest Practicable Date”	26 March 2009, being the latest practicable date prior to the
	printing of this circular for ascertaining certain information herein
“Listing Committee”	the Listing Committee of the Stock Exchange
“Listing Rules”	the Rules Governing the Listing of Securities on the Stock
	Exchange

2

DEFINITIONS

“New Share(s)”	ordinary share(s) of HK$0.01 each in the capital of the Company
	proposed to be created upon the Capital Reorganisation becoming
	effective
“Offer Share(s)”	not less than 1,449,829,215 new Existing Shares and not more
	than 1,468,670,882 new Existing Shares to be issued by the
	Company pursuant to the Open Offer subject to the terms and
	conditions set out in the Underwriting Agreement
“Open Offer”	the proposed issue of Offer Shares by way of open offer on the
	basis of one Offer Share for every six Existing Shares with the
	Bonus Issue announced by the Company on 9 March 2009, which
	is yet to be completed as at the Latest Practicable Date
“Outstanding Options”	the options granted by the Company to subscribe for an aggregate
	of 113,050,000 Existing Shares pursuant to the applicable rules
	of the Terminated Scheme or (as the case may be) the Existing
	Scheme, which were outstanding as at the Latest Practicable Date
“PRC”	the People’s Republic of China
“Proposals”	the proposals relating to the Capital Reorganisation and the
	Alteration
“Registrar”	the Hong Kong branch share registrar and transfer office of the
	Company, Tricor Abacus Limited, at 26th Floor, Tesbury Centre,
	28 Queen’s Road East, Wanchai, Hong Kong
“Share(s)”	Existing Share(s) or Consolidated Share(s) or New Share(s) (as
	the case may be)
“Share Option Schemes”	the Existing Scheme and/or (as the case may be) the Terminated
	Scheme
“Shareholder(s)”	holder(s) of the Shares
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“Terminated Scheme”	the share option scheme of the Company adopted on 22 October
	2001 and terminated on 22 September 2006
“Underwriting Agreement”	the underwriting agreement dated 9 March 2009 entered into
	between the Company and Automatic Result Limited (a substantial
	shareholder of the Company) as the underwriter in relation to the
	Open Offer with (Bonus Issue)
“HK$”	Hong Kong dollars, the lawful currency of Hong Kong

3

EXPECTED TIMETABLE

The expected timetable for the Capital Reorganisation is set out below (Notes 1 and 2):

Event 2009 Latest time for lodging forms of proxy for the purpose of the EGM (not less than 48 hours before the EGM). . . . . . . . . . . . . . . . . . . . . . . .10:30 a.m. on Saturday, 18 April Date of EGM. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10:30 a.m. on Monday, 20 April Announcement of results of EGM. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Monday, 20 April Effective date of the Capital Reorganisation (Note 3) . . . . . . . . . . . . . . . . . . . . . . . . . . Monday, 31 August Dealing in New Shares commence . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .9:30 a.m. on Monday, 31 August Free exchange of existing share certificates for new share certificates commences . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Monday, 31 August Temporary counter for trading in New Shares in board lot size of 200 New Shares (in the form of existing share certificates) opens. . . . . . .9:30 a.m., Monday, 31 August Existing counter for trading in Existing Shares in board lots of 2,000 Existing Shares temporarily closes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Monday, 31 August Existing counter for trading in New Shares in board lots of 10,000 New Shares (in the form of new certificate) re-opens . . . . . 9:30 a.m. on Monday, 14 September Parallel trading in New Shares (in the form of new and existing certificates) begins . . . . . . . . . . . . 9:30 a.m. on Monday, 14 September Designated broker (to be appointed by the Company) starts to stand in the market to provide matching services for odd lots of Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9:30 a.m. on Monday, 14 September Temporary counter for trading in New Shares in board lots of 200 New Shares (in the form of existing certificate) closes. . . . . . . . . .4:00 p.m. on Monday, 5 October Parallel trading in New shares (in the form of new and existing certificates) ends . . . . . . . . . . . . . . . .4:00 p.m. on Monday, 5 October Designated broker (to be appointed by the Company) standing in the market to provide matching services for odd lots of Shares ends . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .4:00 p.m. on Monday, 5 October Free exchange of existing share certificates for new share certificates ends . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4:30 p.m. on Friday, 16 October

4

EXPECTED TIMETABLE

Notes:

• (1) All references to time and dates refer to Hong Kong local time and dates.

• (2) Dates or deadlines specified in this circular for events in the timetable are indicative only and may be extended or varied. Any consequential changes to the anticipated timetable will be announced as and when appropriate.

• (3) As advised by the legal advisers to the Company on the laws of the Cayman Islands and subject to the availability of the Court, it may take between four to six months to complete the Capital Reduction (which forms part of the Capital Reorganisation).

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 1502, 15th Floor AXA Centre No. 151 Gloucester Road Wanchai Hong Kong

28 March 2009

To the Shareholders and, for information only,

• the option holders

Dear Sir or Madam,

PROPOSED CAPITAL REORGANISATION PROPOSED CHANGE IN BOARD LOT SIZE PROPOSED ALTERATION TO ARTICLES OF ASSOCIATION

INTRODUCTION

On 18 March 2009, the Board announced, among others, that proposals would be put forward to the Shareholders for approval at the EGM to:

• (1) effect the Capital Reorganisation involving (i) the Consolidation, (ii) the Capital Reduction and (iii) the Diminution and Increase; and

• (2) amend article 147 of the Articles of Association to allow capitalisation of reserves and funds of the Company for distribution among the Shareholders or any class of Shareholders of the Company in the same proportions or such other proportions as the Shareholders may determine.

The purpose of this circular is to give you further information regarding the Proposals and to seek your approval of the special resolutions relating to the Proposals to be proposed at the EGM.

* For identification purposes only

6

LETTER FROM THE BOARD

As at the Latest Practicable Date:

• (1) the authorised share capital of the Company was HK$5,000,000,000 divided into 50,000,000,000 Existing Shares of HK$0.10 each, of which 8,698,975,292 Existing Shares were issued and are fully paid or credited as fully paid; and

• (2) there were Outstanding Options attaching subscription rights to subscribe for an aggregate of 113,050,000 Existing Shares granted under the applicable rules of the Share Option Schemes, of which (i) subscription rights to subscribe for 63,050,000 Existing Shares were granted under the Terminated Scheme and (ii) subscription rights to subscribe for 50,000,000 Existing Shares were granted under the Existing Scheme. Save for the Outstanding Options, the Company has no derivatives, options, warrants and conversion rights or other similar rights which are convertible or exchangeable into Shares.

On 9 March 2009, the Company announced the Open Offer (with Bonus Issue). Pursuant to the Open Offer, the Company will issue not less than 1,449,829,215 Offer Shares and not more than 1,468,670,882 Offer Shares. On this basis, there will be not less than 2,899,658,430 Bonus Shares and not more than 2,937,341,764 Bonus Shares to be issued.

It is expected that completion of the Open Offer (with Bonus Issue) will take place before the Capital Reorganisation becoming effective.

Assuming the Open Offer (with Bonus Issue) is completed and no further new Existing Shares are issued or repurchased prior to the Capital Reorganisation becoming effective:

• (1) the authorised share capital of the Company will remain as HK$5,000,000,000 divided into 50,000,000,000 Existing Shares of HK$0.10 each;

• (2) there will be not less than 13,048,462,937 Existing Shares in issue (assuming no Outstanding Options are exercised before the Capital Reorganisation has become effective) and not more than 13,218,037,938 Existing Shares in issue (assuming all Outstanding Options are exercised immediately before the Capital Reorganisation has become effective).

CAPITAL REORGANISATION

Consolidation

The Consolidation involves a consolidation of every 10 issued and unissued Existing Shares of HK$0.10 each in the share capital of the Company into one Consolidated Share of HK$1.00.

Immediately after the Consolidation, the authorised share capital of the Company will remain at HK$5,000,000,000 but divided into 5,000,000,000 Consolidated Shares of HK$1.00 each and there will be not less than 1,304,846,293 Consolidated Shares (assuming no Outstanding Options are exercised before the Capital Reorganisation has become effective) and not more than 1,321,803,793 Consolidated Shares (assuming all Outstanding Options are exercised before the Capital Reorganisation has become effective) in issue.

7

LETTER FROM THE BOARD

Fractional Consolidated Share(s) resulted from the Consolidation will be aggregated and sold for the benefit of the Company in their New Shares form.

Capital Reduction

The Capital Reduction involves the reduction in the nominal value of each issued Consolidated Share from HK$1.00 to one New Share of HK$0.01 by cancelling HK$0.99 of the paid-up share capital on each issued Consolidated Share.

As a result of the Capital Reduction and on the basis of not less than 1,304,846,293 New Shares and not more than 1,321,803,793 New Shares in issue immediately after the Capital Reduction has become effective, it is anticipated that a credit of approximately not less than HK$1,291,797,830.07 and not more than HK$1,308,585,755.07 will arise. Such credit will be transferred to the distributable reserve account of the Company where it may be utilized by the Directors in accordance with the Articles of Association.

Diminution and Increase

Since the Capital Reduction will change the nominal value of the issued Shares (that is, from HK$0.10 to HK$0.01), the Company will (i) cancel each unissued Share in the authorised but unissued share capital of the Company and (ii) subsequently increase the authorised share capital of the Company by the creation of such number of New Shares in the authorised share capital of the Company as shall be necessary to bring the authorised share capital of the Company to HK$5,000,000,000 divided into 500,000,000,000 New Shares of par value of HK$0.01 each.

Upon completion of the Capital Reorganisation, the authorised share capital of the Company will be HK$5,000,000,000 represented by 500,000,000,000 New Shares and the issued share capital of the Company will be not less than HK$13,048,462.93 (represented by 1,304,846,293 New Shares) and not more than HK$13,218,037.93 (represented by 1,321,803,793 New Shares). The New Shares will rank equally in all respects with the other.

EFFECTS OF THE CAPITAL REORGANISATION

The tables below sets out the effects of the Capital Reorganisation on the capital structure of the Company (i) as at the Latest Practicable Date, (ii) immediately after completion of the Open Offer (with Bonus Issue) and (iii) immediately after the Capital Reorganisation has become effective, and assuming that there is no issue or repurchase of Shares before the Capital Reorganisation taking effect, other than the allotment and issue of new Shares which may fall to be allotted and issue upon exercise of the subscription rights attaching to the Outstanding Options, the Offer Shares and/or the Bonus Shares:

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LETTER FROM THE BOARD

Capital structure of the Company (assuming no Outstanding Options have been exercised before the completion of the Open Offer (with Bonus Issue) and the Capital Reorganisation has become effective)

		Immediately after
		completion of the		Immediately	Immediately
	As at the date of	Open Offer	Immediately	after	after Diminution
	this announcement	(with Bonus Issue)	after Consolidation	Capital Reduction	and Increase
Par value of each share	HK$0.10	HK$0.10	HK$1.00	HK$0.01	HK$0.01
Number of authorised shares	50,000,000,000	50,000,000,000	5,000,000,000	500,000,000,000	500,000,000,000
Authorised share capital	HK$5,000,000,000	HK$5,000,000,000	HK$5,000,000,000	HK$5,000,000,000	HK$5,000,000,000
Number of issued and paid-up shares	8,698,975,292	13,048,462,937	1,304,846,293	1,304,846,293	1,304,846,293
Issued share capital	HK$869,897,529.20	HK$1,304,846,293.70	HK$1,304,846,293	HK$13,048,462.93	HK$13,048,462.93
Amount credited to the
distributable reserve account	–	–	–	HK$1,291,797,830.07	HK$1,291,797,830.07

Capital structure of the Company (assuming all Outstanding Options to subscribe for up to 113,050,000 Existing Shares have been exercised before the Open Offer (with Bonus Issue) and the Capital Reorganisation has become effective)

		Immediately after
		completion of the		Immediately	Immediately
	As at the date of	Open Offer	Immediately	after	after Diminution
	this announcement	(with Bonus Issue)	after Consolidation	Capital Reduction	and Increase
Par value of each share	HK$0.10	HK$0.10	HK$1.00	HK$0.01	HK$0.01
Number of authorised shares	50,000,000,000	50,000,000,000	5,000,000,000	500,000,000,000	500,000,000,000
Authorised share capital	HK$5,000,000,000	HK$5,000,000,000	HK$5,000,000,000	HK$5,000,000,000	HK$5,000,000,000
Number of issued and paid-up shares	8,698,975,292	13,218,037,938	1,321,803,793	1,321,803,793	1,321,803,793
Issued share capital	HK$869,897,529.20	HK$1,321,803,793.80	HK$1,321,803,793	HK$13,218,037.93	HK$13,218,037.93
Amount credited to the
distributable reserve account	–	–	–	HK$1,308,585,755.07	HK$1,308,585,755.07

CONDITIONS OF THE CAPITAL REORGANISATION

The Consolidation, the Capital Reduction and the Diminution and Increase are inter-conditional with each other and the implementation of the Capital Reorganisation is conditional upon:

• (a) the passing of a special resolution by the Shareholders at the EGM to approve the Capital Reorganisation;

• (b) the sanction of the Capital Reduction by the Court and the filing with the Registrar of Companies in the Cayman Islands of a copy of the order of the Court and a copy of the minutes approved by the Court confirming the Capital Reduction;

9

LETTER FROM THE BOARD

• (c) the compliance with any conditions which the Court may impose; and

• (d) the Listing Committee granting the listing of, and permission to deal in, the New Shares.

The Capital Reorganisation will become effective on the Business Day immediately following fulfilment of the above conditions.

As advised by the legal advisers to the Company on the laws of the Cayman Islands and subject to the availability of the Court, it may take between four to six months to complete the Capital Reduction.

The Company will make further announcement(s) to inform Shareholders of the effective date of the Capital Reorganisation, the associated trading arrangements and the procedures for exchange of certificates for the New Shares.

Since the Capital Reorganisation is subject to the fulfilment of a number of conditions, the Capital Reorganisation may or may not proceed.

Shareholders and potential investors of the Company are advised to exercise caution when dealing in the Shares, and if they are in any doubt as to their position, they should consult their professional advisers.

PROPOSED CHANGE IN BOARD LOT SIZE

The Existing Shares are currently trading in board lots of 2,000 Existing Shares and the market value per board lot of the Existing Shares is HK$94 (based on the closing price of HK$0.047 per Existing Share as quoted on the Stock Exchange on the Latest Practicable Date).

After the Capital Reorganisation has become effective, the New Shares will be traded in board lots of 10,000 and the estimated market value per board lot of the New Shares will be HK$4.700 (based on the closing price of HK$0.047 per Existing Share as quoted on the Stock Exchange on the Latest Practicable Date).

REASONS FOR THE CAPITAL REORGANISATION AND THE CHANGE IN BOARD LOT SIZE

The trading price of the Existing Shares has been affected by the global economic turmoil and consistently traded below the nominal value of HK$0.10. Under the laws of the Cayman Islands, a company may not issue shares at a discount to the nominal value of such shares unless in compliance with Section 35 of the Companies Law that includes requirements to obtain the approval of the Court. The Company is therefore practically precluded from raising capital in the stock market if any suitable opportunities arise. The proposed Capital Reorganisation and the proposed change in board lot size, if implemented, will not only allow the Company a greater flexibility in pricing for any issue of new shares in the Company in a manner conformed to statutory rules, but also reduce the number of board lots in the market and, hence reduce the handling costs for the Company and the Shareholders when dealing in shares in the Company.

10

LETTER FROM THE BOARD

Other than the payment of legal fees, printing and related expenses incurred in connection with the Capital Reorganisation and the proposed change in board lot size, the implementation of the Capital Reorganisation will not, by itself, alter the underlying assets and liabilities, business operations, management or financial position of the Company or the proportionate interests of the Shareholders.

The Directors are of the opinion that the proposed Capital Reorganisation and the proposed change in board lot size, if implemented, are in the interests of the Company and the Shareholders as a whole.

ADJUSTMENTS RELATING TO SHARE OPTIONS UPON COMPLETION OF THE CAPITAL REORGANISATION

Pursuant to the applicable rules of the Share Option Scheme(s), the Capital Reorganisation will cause adjustments to the exercise price and/or the number of the New Shares which may fall to be allotted and issued upon exercise of the subscription rights attached to the Outstanding Options. The Company will instruct its auditors or an independent financial adviser to certify in writing the adjustments (if any) that ought to be made to the Outstanding Options and announce further details on such adjustments in accordance with the provisions under the applicable rules of the Share Option Scheme(s).

LISTING AND DEALINGS

An application will be made to the Listing Committee for the listing of, and permission to deal in, the New Shares.

None of the securities of the Company is listed or dealt in on any other stock exchange other than the Stock Exchange and no such listing or permission to deal is proposed to be sought.

TRADING AND ASSOCIATED ARRANGEMENTS

CCASS eligibility

Arrangement will be made to enable the New Shares to be admitted to CCASS. Subject to the granting of the listing of, and permission to deal in, the New Shares on the Stock Exchange and compliance with the stock admission requirements of HKSCC, the New Shares will be accepted as eligible securities by HKSCC for deposit, clearance and settlement in CCASS with effect from the date of commencement of dealings in the New Shares on the Stock Exchange or such other date as determined by HKSCC. Settlement of transactions between participants of the Stock Exchange on any trading day is required to take place in CCASS on the second settlement day thereafter. All activities under CCASS are subject to the General Rules of CCASS and CCASS Operational Procedures in effect from time to time.

11

LETTER FROM THE BOARD

Matching services

After the Capital Reorganisation become effective, the board lot for trading in the New Shares will be changed from 2,000 Shares to 200 New Shares. The New Shares in board lots of 200 New Shares, in the form of existing share certificates, will become odd lots when parallel trading starts on Monday, 14 September 2009 at the existing counter.

In order to alleviate the difficulties arising from the existence of odd lots of the New Shares as a result of the Capital Reorganisation, the Company will appoint and designate a broker as its agent to stand in the market to provide matching services regarding the sale and purchase of odd lots of New Shares on a best effort basis, during the period from 14 September 2009 to 5 October 2009 (both days inclusive). Further announcement on the broker to be designated by the Company and its contact details for providing the matching services will be made by the Company.

Exchange of share certificates

Subject to the Capital Reorganisation having become effective, Shareholders may, during business hours from Monday, 31 August 2009 until Friday, 16 October 2009 submit their existing certificates (in blue colour) for the Existing Shares to the Registrar, Tricor Abacus Limited, at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong in exchange for new certificates (in pink colour) for the New Shares at the expenses of the Company. Thereafter, existing certificates for the Existing Shares will be accepted for exchange only on payment of a fee of HK$2.50 (or such higher amount as may from time to time be specified by the Stock Exchange) for each new certificate issued for the New Shares or each old share certificates for the Existing Shares submitted for cancellation, whichever the number of certificates issued or cancelled is higher. Nevertheless, such existing certificates will continue to be good evidence of legal title to the New Shares and may be exchanged for new certificates for the New Shares (fractional entitlements to the New Shares being ignored) at any time.

Unless otherwise instructed, new share certificates for the New Shares will be issued in board lots of 10,000 New Shares. It is expected that new share certificates for the New Shares will be available for collection on or after the 10 Business Days from the submission of existing share certificates for the Shares to the Registrar for exchange. If Shareholders are able to lodge their existing share certificates for the New Shares with the Registrar during normal business hours on Monday, 31 August 2009, new share certificates for the New Shares will be available for collection during normal business hours on Friday, 11 September 2009.

12

LETTER FROM THE BOARD

PROPOSED ALTERATION TO THE ARTICLES OF ASSOCIATION

The Board also proposes to put forward a proposal to the Shareholders for approval at the EGM in respect of the amendments to article 147 of the Articles of Association of the Company, to allow capitalisation of reserves and funds of the Company for distribution among the members or any class of members of the Company in the same proportions or such other proportions as the members may determine. The full text of the proposed amendments (as italicized and underlined) to article 147 of the Articles of Association (which originally only allowed for capitalisation of reserves and funds of the Company on a pro rata basis before the Alteration) is set out below.

• “147. The Company may, upon the recommendation of the Board, at any time and from time to time pass an ordinary resolution to the effect that it is desirable to capitalise all or any part of any amount for the time being standing to the credit of any reserve or fund (including a share premium account and capital redemption reserve and the profit and loss account) whether or not the same is available for distribution and accordingly that such amount be set free for distribution among the Members or any class of Members who would be entitled thereto if it were distributed by way of dividend and in the same proportions or such other proportions as the Members may determine , on the footing that the same is not paid in cash but is applied either in or towards paying up the amounts for the time being unpaid on any shares in the Company held by such Members respectively or in paying up in full unissued shares, debentures or other obligations of the Company, to be allotted and distributed credited as fully paid up among such Members, or partly in one way and partly in the other, and the Board shall give effect to such resolution provided that, for the purposes of this Article, a share premium account and any capital redemption reserve or fund representing unrealised profits, may be applied only in paying up in full unissued shares of the Company to be allotted to such Members credited as fully paid.”

The Alteration is subject to the approval of the Shareholders by way of passing a special resolution at the EGM.

The Directors believe that the Alteration will allow flexibility to the Company in utilising the Company’s reserve and is in the interests of the Company and the Shareholders as a whole.

ACTIONS TO BE TAKEN

Set out on pages 40 to 42 of this circular is a notice convening the EGM at which special resolutions will be proposed to consider and, if thought fit, approve:

• (a) the Capital Reorganisation; and

• (b) the Alteration to the Articles of Association.

Pursuant to Rule 13.39 of the Listing Rules, all votes of the Shareholders at the EGM must be taken by poll. The Chairman of the EGM will accordingly demand a poll for the special resolutions put to the vote at the EGM pursuant to Article 66 of the Articles of Association.

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LETTER FROM THE BOARD

Whether or not you intend to attend the EGM in person, you are requested to complete and return the accompanying form of proxy in accordance with the instructions printed thereon to the Company’s branch share registrar and transfer office in Hong Kong, Tricor Abacus Limited, at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong as soon as possible and in any event not less than 48 hours before the time of the EGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the EGM or any adjournment thereof should you so wish.

RECOMMENDATIONS

The Board are of the opinion that the Proposals are in the interests of the Company and the Shareholders as a whole and accordingly recommend the Shareholders to vote in favour of the special resolutions to be proposed at the EGM.

DOCUMENTS AVAILABLE FOR INSPECTION

Copies of the following documents will be available for inspection at the head office and principal place of business of the Company in Hong Kong at Room 1502, 15th Floor, AXA Centre, No. 151 Gloucester Road, Wanchai, Hong Kong during normal business hours up to and including the date of the EGM:

• (a) the Memorandum of Association;

• (b) the existing Articles of Association;

• (c) the Articles of Association proposed to be adopted by the Company at the EGM; and

• (d) the Companies Law.

Yours faithfully, For and on behalf of the Board Uni-Bio Science Group Limited Tong Kit Shing Chairman

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APPENDIX I 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 Shareholders present in person or in the case of a Shareholder being a corporation by its duly authorised representative or by proxy for the time being entitled to vote at the meeting; or

• (iii) any Shareholder or Shareholders present in person or in the case of a Shareholder 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 Shareholders having the right to vote at the meeting; or

• (iv) a Shareholder or Shareholders present or in the case of a Shareholder 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.

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SUMMARY OF THE CONSTITUTION OF THE COMPANY AND THE CAYMAN ISLANDS COMPANY LAW

APPENDIX II

Set out below is a summary of certain provisions of the Memorandum and Articles of Association of the Company and of certain aspects of Cayman company law.

The Company was incorporated in the Cayman Islands as an exempted company with limited liability on 20 February, 2001 under the Companies Law, Cap.22 (Law 3 of 1961, as consolidated and revised) of the Cayman Islands (the “Companies Law”). The Memorandum of Association (the “Memorandum”) and the Articles of Association (the “Articles”) comprise its constitution.

1. MEMORANDUM OF ASSOCIATION

• (a) The Memorandum states, inter alia, that the liability of members of the Company is limited to the amount, if any, for the time being unpaid on the Shares respectively held by them and that the objects for which the Company is established are unrestricted (including acting as an investment company), and that the Company shall have and be capable of exercising any and all of the powers at any time or from time to time exercisable by a natural person or body corporate, irrespective of any question of corporate benefit, as provided in section 27(2) of the Companies Law and in view of the fact that the Company is an exempted company that the Company will not trade in the Cayman Islands with any person, firm or corporation except in furtherance of the business of the Company carried on outside the Cayman Islands.

• (b) The Company may by special resolution alter its Memorandum with respect to any objects, powers or other matters specified therein.

2. ARTICLES OF ASSOCIATION

The Articles were adopted on 22 October, 2001 (as amended pursuant to special resolutions passed by the members of the Company on 26 August, 2004 and 12 December, 2005). The following is a summary of certain provisions of the Articles:

(a) Directors

• (i) Power to allot and issue shares and warrants

Subject to the provisions of the Companies Law and the Memorandum and Articles and to any special rights conferred on the holders of any shares or class of shares, any share may be issued with or have attached thereto such rights, or such restrictions, whether with regard to dividend, voting, return of capital, or otherwise, as the Company may by ordinary resolution determine (or, in the absence of any such determination or so far as the same may not make specific provision, as the board may determine). Subject to the Companies Law, the rules of any Designated Stock Exchange (as defined in the Articles) and the Memorandum and Articles, any share may be issued on terms that, at the option of the Company or the holder thereof, they are liable to be redeemed.

The Board may issue warrants or convertible securities or securities of similar nature conferring the right upon the holders thereof to subscribe for any class of shares or securities

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APPENDIX II

of the Company, which warrants or convertible securities or securities of similar nature may be issued on such terms as the Board may from time to time determine.

Subject to the provisions of the Companies Law and the Articles and, where applicable, the rules of any Designated Stock Exchange (as defined in the Articles) and without prejudice to any special rights or restrictions for the time being attached to any shares or any class of shares, all unissued shares in the Company shall be at the disposal of the board, which may offer, allot, grant options over or otherwise dispose of them to such persons, at such times, for such consideration and on such terms and conditions as it in its absolute discretion thinks fit, but so that no shares shall be issued at a discount.

Neither the Company nor the board shall be obliged, when making or granting any allotment of, offer of, option over or disposal of shares, to make, or make available, any such allotment, offer, option or shares to members or others with registered addresses in any particular territory or territories being a territory or territories where, in the absence of a registration statement or other special formalities, this would or might, in the opinion of the board, be unlawful or impracticable. Members affected as a result of the foregoing sentence shall not be, or be deemed to be, a separate class of members for any purpose whatsoever.

(ii) Power to dispose of the assets of the Company or any subsidiary

There are no specific provisions in the Articles relating to the disposal of the assets of the Company or any of its subsidiaries. The Directors may, however, exercise all powers and do all acts and things which may be exercised or done or approved by the Company and which are not required by the Articles or the Companies Law to be exercised or done by the Company in general meeting.

(iii) Compensation or payments for loss of office

Pursuant to the Articles, payments to any Director or past Director of any sum by way of compensation for loss of office or as consideration for or in connection with his retirement from office (not being a payment to which the Director is contractually entitled) must be approved by the Company in general meeting.

(iv) Loans and provision of security for loans to Directors

There are provisions in the Articles prohibiting the making of loans to Directors.

(v) Disclosure of interests in contracts with the Company or any of its subsidiaries.

A Director may hold any other office or place of profit with the Company (except that of the auditor of the Company) in conjunction with his office of Director for such period and, subject to the Articles, upon such terms as the board may determine, and may be paid such extra remuneration therefor (whether by way of salary, commission, participation in profits or otherwise) in addition to any remuneration provided for by or pursuant to any other

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APPENDIX II

Articles. A Director may be or become a director or other officer of, or otherwise interested in, any company promoted by the Company or any other company in which the Company may be interested, and shall not be liable to account to the Company or the members for any remuneration, profits or other benefits received by him as a director, officer or member of, or from his interest in, such other company. Subject as otherwise provided by the Articles, the board may also cause the voting power conferred by the shares in any other company held or owned by the Company to be exercised in such manner in all respects as it thinks fit, including the exercise thereof in favour of any resolution appointing the Directors or any of them to be directors or officers of such other company, or voting or providing for the payment of remuneration to the directors or officers of such other company.

Subject to the Companies Law and the Articles, no Director or proposed or intended Director shall be disqualified by his office from contracting with the Company, either with regard to his tenure of any office or place of profit or as vendor, purchaser or in any other manner whatsoever, nor shall any such contract or any other contract or arrangement in which any Director is in any way interested be liable to be avoided, nor shall any Director so contracting or being so interested be liable to account to the Company or the members for any remuneration, profit or other benefits realised by any such contract or arrangement by reason of such Director holding that office or the fiduciary relationship thereby established. A Director who to his knowledge is in any way, whether directly or indirectly, interested in a contract or arrangement or proposed contract or arrangement with the Company shall declare the nature of his interest at the meeting of the board at which the question of entering into the contract or arrangement is first taken into consideration, if he knows his interest then exists, or in any other case, at the first meeting of the board after he knows that he is or has become so interested.

A Director shall not vote (nor be counted in the quorum) on any resolution of the board approving any contract or arrangement or any other proposal in which he or any of his associates is materially interested, but this prohibition shall not apply to any of the following matters namely:

• (i) any contract or arrangement for the giving to such Director or his associate(s) any security or indemnity in respect of money lent by him or any of his associates or obligations incurred or undertaken by him or any of his associates at the request of or for the benefit of the Company or any of its subsidiaries;

• (ii) any contract or arrangement for the giving of any security or indemnity to a third party in respect of a debt or obligation of the Company or any of its subsidiaries for which the Director or his associate(s) has himself/themselves assumed responsibility in whole or in part whether alone or jointly under a guarantee or indemnity or by the giving of security;

• (iii) any contract or arrangement concerning an offer of shares or debentures or other securities of or by the Company or any other company which the Company may promote or be interested in for subscription or purchase, where

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APPENDIX II

SUMMARY OF THE CONSTITUTION OF THE COMPANY AND THE CAYMAN ISLANDS COMPANY LAW

the Director or his associate(s) is/are or is/are to be interested as a participant in the underwriting or sub-underwriting of the offer;

• (iv) any contract or arrangement in which the Director or his associate(s) is/are interested in the same manner as other holders of shares or debentures or other securities of the Company or any of its subsidiaries by virtue only of his/their interest in shares or debentures or other securities of the Company;

• (v) any contract or arrangement concerning any other company in which the Director or his associate(s) is/are interested only, whether directly or indirectly, as an officer or executive or a shareholder or in which a Director or his associate(s) is/are beneficially interested in the shares of that company other than a company in which the Director and any of his associate(s) is/are in aggregate beneficially interest in five (5) percent. or more of the issued shares or of the voting rights of any class of shares of such company (or of any third company through which his interest or that of any of his associates is derived); or

• (vi) any proposal concerning the adoption, modification or operation of a share option scheme under which a Director or his associate(s) may be benefit, a pension fund or retirement, death, or disability benefits scheme or other arrangement which relates both to directors, his associates and employees of the Company or of any of its subsidiaries and does not provide in respect of any Director, or his associate(s), as such any privilege or advantage not accorded generally to the class of persons to which such scheme or fund relates.

(vi) Remuneration

The ordinary remuneration of the Directors shall from time to time be determined by the Company in general meeting, such sum (unless otherwise directed by the resolution by which it is voted) to be divided amongst the Directors in such proportions and in such manner as the board may agree or, failing agreement, equally, except that any Director holding office for part only of the period in respect of which the remuneration is payable shall only rank in such division in proportion to the time during such period for which he held office. The Directors shall also be entitled to be prepaid or repaid all travelling, hotel and incidental expenses reasonably expected to be incurred or incurred by them in attending any board meetings, committee meetings or general meetings or separate meetings of any class of shares or of debentures of the Company or otherwise in connection with the discharge of their duties as Directors.

Any Director who, by request, goes or resides abroad for any purpose of the Company or who performs services which in the opinion of the board go beyond the ordinary duties of a Director may be paid such extra remuneration (whether by way of salary, commission, participation in profits or otherwise) as the board may determine and such extra remuneration shall be in addition to or in substitution for any ordinary remuneration as a Director. An

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SUMMARY OF THE CONSTITUTION OF THE COMPANY AND THE CAYMAN ISLANDS COMPANY LAW

APPENDIX II

executive Director appointed to be a managing director, joint managing director, deputy managing director or other executive officer shall receive such remuneration (whether by way of salary, commission or participation in profits or otherwise or by all or any of those modes) and such other benefits (including pension and/or gratuity and/or other benefits on retirement) and allowances as the board may from time to time decide. Such remuneration may be either in addition to or in lieu of his remuneration as a Director.

The board may establish or concur or join with other companies (being subsidiary companies of the Company or companies with which it is associated in business) in establishing and making contributions out of the Company’s monies to any schemes or funds for providing pensions, sickness or compassionate allowances, life assurance or other benefits for employees (which expression as used in this and the following paragraph shall include any Director or ex-Director who may hold or have held any executive office or any office of profit with the Company or any of its subsidiaries) and ex-employees of the Company and their dependents or any class or classes of such persons.

The board may pay, enter into agreements to pay or make grants of revocable or irrevocable, and either subject or not subject to any terms or conditions, pensions or other benefits to employees and ex-employees and their dependents, or to any of such persons, including pensions or benefits additional to those, if any, to which such employees or ex-employees or their dependents are or may become entitled under any such scheme or fund as is mentioned in the previous paragraph. Any such pension or benefit may, as the board considers desirable, be granted to an employee either before and in anticipation of, or upon or at any time after, his actual retirement.

(vii) Retirement, appointment and removal

Notwithstanding any other provisions in the Articles or other terms on which any Director may be engaged, at each annual general meeting, one-third of the Directors for the time being (or, if their number is not three or a multiple of three (3), then the number nearest to but not less than one-third) shall retire from office by rotation, provided that every Director, including those appointed for specific term, shall be subject to retirement by rotation at least once every three years. The Directors to retire in every year will be those who have been longest in office since their last re-election or appointment but as between persons who became or were last re-elected Directors on the same day those to retire will (unless they otherwise agree among themselves) be determined by lot. There are no provisions relating to retirement of Directors upon reaching any age limit.

The Directors shall have the power from time to time and at any time to appoint any person as a Director either to fill a casual vacancy or as an addition to the existing Board but so that the number of Directors so appointed shall not exceed any maximum number determined from time to time by the members in general meeting. Any Director so appointed shall hold office until the next following annual general meeting of the Company (in the case of filling a casual vacancy) or until the next following annual general meeting of the Company (in the case of an addition to the existing Board), and shall then be eligible for re-

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SUMMARY OF THE CONSTITUTION OF THE COMPANY AND THE CAYMAN ISLANDS COMPANY LAW

APPENDIX II

election at such meeting. Neither a Director nor an alternate Director is required to hold any shares in the Company by way of qualification.

A Director may be removed by a special resolution of the Company before the expiration of his period of office (but without prejudice to any claim which such Director may have for damages for any breach of any contract between him and the Company) and may by ordinary resolution appoint another in his place. Unless otherwise determined by the Company in general meeting, the number of Directors shall not be less than two. There is no maximum number of Directors.

The office or director shall be vacated:

• (aa) if he resigns his office by notice in writing delivered to the Company at the registered office of the Company for the time being or tendered at a meeting of the Board whereupon the Board resolves to accept such resignation;

• (bb) becomes of unsound mind or dies;

• (cc) if, without special leave, he is absent from meetings of the board (unless an alternate director appointed by him attends) for six (6) consecutive months, and the board resolves that his office is vacated;

• (dd) if he becomes bankrupt or has a receiving order made against him or suspends payment or compounds with his creditors;

• (ee) if he is prohibited from being a director by law;

• (ff) if he ceases to be a director by virtue of any provision of law or is removed from office pursuant to the Articles.

The board may from time to time appoint one or more of its body to be managing director, joint managing director, or deputy managing director or to hold any other employment or executive office with the Company for such period and upon such terms as the board may determine and the board may revoke or terminate any of such appointments. The board may delegate any of its powers, authorities and discretions to committees consisting of such Director or Directors and other persons as the board thinks fit, and it may from time to time revoke such delegation or revoke the appointment of and discharge any such committees either wholly or in part, and either as to persons or purposes, but every committee so formed shall, in the exercise of the powers, authorities and discretions so delegated, conform to any regulations that may from time to time be imposed upon it by the board.

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SUMMARY OF THE CONSTITUTION OF THE COMPANY AND THE CAYMAN ISLANDS COMPANY LAW

APPENDIX II

(viii) Borrowing powers

The board may exercise all the powers of the Company to raise or borrow money, to mortgage or charge all or any part of the undertaking, property and assets (present and future) and uncalled capital of the Company and, subject to the Companies Law, to issue debentures, bonds and other securities of the Company, whether outright or as collateral security for any debt, liability or obligation of the Company or of any third party.

(ix) Proceedings of the Board

The board may meet for the despatch of business, adjourn and otherwise regulate their meetings as they think fit. Questions arising at any meeting shall be determined by a majority of votes. In the case of an equality of votes, the chairman of the meeting shall have an additional or casting vote.

(x) Register of Directors and Officers

The Companies Law and the Articles provide that the Company is required to maintain at its registered office a register of directors and officers which is not available for inspection by the public. A copy of such register must be filed with the Registrar of Companies in the Cayman Islands and any change must be notified to the Registrar within 30 days of any change in such directors or officers.

(b) Alterations to constitutional documents

The Articles may be rescinded, altered or amended by the Company in general meeting by special resolution. The Articles state that a special resolution shall be required to alter the provisions of the Memorandum, to amend the Articles or to change the name of the Company.

(c) Alteration of capital

The Company may from time to time by ordinary resolution in accordance with the relevant provisions of the Companies Law:

• (i) increase its capital by such sum, to be divided into shares of such amounts as the resolution shall prescribe;

• (ii) consolidate and divide all or any of its capital into shares of larger amount than its existing shares;

• (iii) divide its shares into several classes and without prejudice to any special rights previously conferred on the holders of existing shares as the directors may determine;

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SUMMARY OF THE CONSTITUTION OF THE COMPANY AND THE CAYMAN ISLANDS COMPANY LAW

APPENDIX II

• (iv) sub-divide its shares or any of them into shares of smaller amount than is fixed by the Memorandum, subject nevertheless to the provisions of the Companies Law, and so that the resolution whereby any share is sub-divided may determine that, as between the holders of the shares resulting from such sub-division, one or more of the shares may have any such preferred or other special rights, over, or may have such deferred rights or be subject to any such restrictions as compared with the others as the Company has power to attach to unissued or new shares; and

• (v) cancel any shares which, at the date of passing of the resolution, have not been taken, or agreed to be taken, by any person, and diminish the amount of its capital by the amount of the shares so cancelled.

The Company may subject to the provisions of the Companies Law reduce its share capital or share premium account or any capital redemption reserve or other undistributable reserve in any way by special resolution.

(d) Variation of rights of existing shares or classes of shares

Subject to the Companies Law, all or any of the special rights attached to the shares or any class of shares may (unless otherwise provided for by the terms of issue of that class) be varied, modified or abrogated either with the consent in writing of the holders of not less than three-fourths in nominal value of the issued shares of that class or with the sanction of a special resolution passed at a separate general meeting of the holders of the shares of that class. To every such separate general meeting the provisions of the Articles relating to general meetings will mutatis mutandis apply, but so that the necessary quorum (other than at an adjourned meeting) shall be two persons holding or representing by proxy not less than one-third in nominal value of the issued shares of that class and at any adjourned meeting two holders present in person or by proxy whatever the number of shares held by them shall be a quorum. Every holder of shares of the class shall be entitled on a poll to one vote for every such share held by him, and any holder of shares of the class present in person or by proxy may demand a poll.

The special rights conferred upon the holders of any shares or class of shares shall not, unless otherwise expressly provided in the rights attaching to the terms of issue of such shares, be deemed to be varied by the creation or issue of further shares ranking pari passu therewith.

(e) Special resolution-majority required

Pursuant to the Articles, a special resolution of the Company must be passed by a majority of not less than three-fourths of the votes cast by such members as, being entitled so to do, vote in person or, in the case of such members as are corporations, by their duly authorised representatives or, where proxies are allowed, by proxy at a general meeting of which not less than 21 clear days’ notice, specifying the intention to propose the resolution as a special resolution, has been duly given. Provided that, except in the case of an annual general meeting, if it is so agreed by a majority in number of the members having a right to attend and vote at such meeting, being a majority together holding not less than 95% in nominal value of the shares giving that right and, in the case

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APPENDIX II SUMMARY OF THE CONSTITUTION OF THE COMPANY AND THE CAYMAN ISLANDS COMPANY LAW

of an annual general meeting, if so agreed by all members entitled to attend and vote thereat, a resolution may be proposed and passed as a special resolution at a meeting of which less than 21 clear days’ notice has been given.

A copy of any special resolution must be forwarded to the Registrar of Companies in the Cayman Islands within 15 days of being passed.

An ordinary resolution is defined in the Articles to mean a resolution passed by a simple majority of the votes of such members of the Company as, being entitled to do so, vote in person or, in the case of corporations, by their duly authorised representatives or, where proxies are allowed, by proxy at a general meeting held in accordance with the Articles.

(f) Voting rights (generally and on a poll) and right to demand a poll

Subject to any special rights or restrictions as to voting for the time being attached to any shares by or in accordance with the Articles, at any general meeting on a show of hands, every member who is present in person or by proxy or being a corporation, is present by its duly authorised representative shall have one vote and on a poll every member present in person or by proxy or, in the case of a member being a corporation, by its duly authorised representative shall have one vote for every fully paid share of which he is the holder but so that no amount paid up or credited as paid up on a share in advance of calls or installments is treated for the foregoing purposes as paid up on the share. Notwithstanding anything contained in the Articles, where more than one proxy is appointed by a member which is a clearing house (or its nominee(s)), each such proxy shall have one vote on a show of hands. On a poll, a member entitled to more than one vote need not use all his votes or cast all the votes he uses in the same way.

At any general meeting a resolution put to the vote of the meeting is to be decided on a show of hands unless voting by way of a poll is required by the rules of the Designated Stock Exchange (as defined in the Articles) or (before or on the declaration of the result of show of hands or on the withdrawal of any other demand for a poll) a poll is 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 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 rules of the Designated Stock Exchange (as defined in the Articles), 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.

If a recognised clearing house (or its nominee(s)) is a member of the Company it may authorise such person or persons as it thinks fit to act as its representative(s) at any meeting of the

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APPENDIX II

Company or at any meeting of any class of members of the Company provided that, if more than one person is so authorised, the authorisation shall specify the number and class of shares in respect of which each such person is so authorised. A person authorised pursuant to this provision shall be entitled to exercise the same powers on behalf of the recognised clearing house (or its nominee(s)) as if such person was the registered holder of the share of the Company held by that clearing house (or its nominee(s)) including the right to vote individually on a show of hands.

Where any member is, under the rules of the Designated Stock Exchange (as defined in the Articles), required to abstain from voting on any particular resolution or restricted to voting only for or only against any particular resolution, any votes cast by or on behalf of such member in contravention of such requirement or restriction shall not be counted.

(g) Requirements for annual general meetings

An annual general meeting of the Company must be held in each year, other than the year of incorporation (within a period of not more than 15 months after the holding of the last preceding annual general meeting or a period of 18 months from the date of incorporation, unless a longer period would not infringe the rules of any Designated Stock Exchange (as defined in the Articles)) at such time and place as may be determined by the board.

(h) Accounts and audit

The board shall cause true accounts to be kept of the sums of money received and expended by the Company, and the matters in respect of which such receipt and expenditure take place, and of the property, assets, credits and liabilities of the Company and of all other matters required by the Companies Law or necessary to give a true and fair view of the Company’s affairs and to explain its transactions.

The accounting records shall be kept at the registered office or at such other place or places as the board decides and shall always be open to inspection by any Director. No member (other than a Director) shall have any right to inspect any accounting record or book or document of the Company except as conferred by law or authorised by the board or the Company in general meeting.

A copy of every balance sheet and profit and loss account (including every document required by law to be annexed thereto) which is to be laid before the Company at its general meeting, together with a printed copy of the Directors’ report and a copy of the auditors’ report, shall not less than 21 days before the date of the meeting be sent to every person entitled to receive notices of general meetings of the Company under the provisions the Articles.

Auditors shall be appointed and the terms and tenure of such appointment and their duties at all times regulated in accordance with the provisions of the Articles. The remuneration of the auditors shall be fixed by the Company in general meeting and the Company in general meeting may delegate the fixing of such remuneration to the Directors. The remuneration of any auditors appointed to fill any causal vacancy by the Board may be fixed by the Directors.

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The financial statements of the Company shall be audited by the auditor in accordance with generally accepted auditing standards. The auditor shall make a written report thereon in accordance with generally accepted auditing standards and the report of the auditor shall be submitted to the members in general meeting. The generally accepted auditing standards referred to herein may be those of a country or jurisdiction other than the Cayman Islands. If so, the financial statements and the report of the auditor should disclose this fact and name such country or jurisdiction.

(i) Notices of meetings and business to be conducted thereat

An annual general meeting and any extraordinary general meeting at which it is proposed to pass a special resolution shall (save as set out in sub-paragraph (e) above) be called by at least 21 clear days’ notice in writing, and any other extraordinary general meeting shall be called by at least 14 clear days’ notice (in each case exclusive of the day on which the notice is served or deemed to be served and of the day for which it is given). The notice must specify the time and place of the meeting and, in the case of special business, the general nature of that business. In addition notice of every general meeting shall be given to all members of the Company other than such as, under the provisions of the Articles or the terms of issue of the shares they hold, are not entitled to receive such notices from the Company, and also to the auditors for the time being of the Company.

Notwithstanding that a meeting of the Company is called by shorter notice than that mentioned above, it shall be deemed to have been duly called if it is so agreed:

• (i) in the case of a meeting called as an annual general meeting, by all members of the Company entitled to attend and vote thereat; and

• (ii) in the case of any other meeting, by a majority in number of the members having a right to attend and vote at the meeting, being a majority together holding not less than 95% in nominal value of the issued shares giving that right.

All business shall be deemed special that is transacted at an extraordinary general meeting and also all business shall be deemed special that is transacted at an annual general meeting with the exception of the following, which shall be deemed ordinary business:

• (aa) the declaration and sanctioning of dividends;

• (bb) the consideration and adoption of the accounts and balance sheet and the reports of the directors and the auditors;

• (cc) the election of directors in place of those retiring;

• (dd) the appointment of auditors and other officers;

• (ee) the fixing of the remuneration of the directors and of the auditors; and

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• (ff) the granting of any mandate or authority to the directors to offer, allot, grant options over or otherwise dispose of the unissued shares of the Company representing not more than 20% in nominal value of its existing issued share capital.

(j) Transfer of shares

All transfers of shares may be effected by an instrument of transfer in the usual or common form or in a form prescribed by the Designated Stock Exchange (as defined in the Articles) or in such other form as the board may approve and which may be under hand or, if the transferor or transferee is a clearing house or its nominee(s), by hand or by machine imprinted signature or by such other manner of execution as the board may approve from time to time. The instrument of transfer shall be executed by or on behalf of the transferor and the transferee provided that the board may dispense with the execution of the instrument of transfer by the transferee in any case in which it thinks fit, in its discretion, to do so and the transferor shall be deemed to remain the holder of the share until the name of the transferee is entered in the register of members in respect thereof. The board may also resolve either generally or in any particular case, upon request by either the transferor or the transferee, to accept mechanically executed transfers.

The board in so far as permitted by any applicable law may, in its absolute discretion, at any time and from time to time transfer any share upon the principal register to any branch register or any share on any branch register to the principal register or any other branch register.

Unless the board otherwise agrees, no shares on the principal register shall be transferred to any branch register nor may shares on any branch register be transferred to the principal register or any other branch register. All transfers and other documents of title shall be lodged for registration and registered, in the case of shares on a branch register, at the relevant registration office and, in the case of shares on the principal register, at the registered office in the Cayman Islands or such other place at which the principal register is kept in accordance with the Companies Law.

The board may, in its absolute discretion, and without assigning any reason, refuse to register a transfer of any share (not being a fully paid up share) to a person of whom it does not approve or any share issued under any share incentive scheme for employees upon which a restriction on transfer imposed thereby still subsists, and it may also refuse to register any transfer of any share to more than four joint holders or any transfer of any share (not being a fully paid up share) on which the Company has a lien.

The board may decline to recognise any instrument of transfer unless a fee of such maximum sum as any Designated Stock Exchange (as defined in the Articles) may determine to be payable or such lesser sum as the Directors may from time to time require is paid to the Company in respect thereof, the instrument of transfer, if applicable, is properly stamped, is in respect of only one class of share and is lodged at the relevant registration office or registered office or such other place at which the principal register is kept accompanied by the relevant share certificate(s) and such other evidence as the board may reasonably require to show the right of the transferor to make

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the transfer (and if the instrument of transfer is executed by some other person on his behalf, the authority of that person so to do).

The registration of transfers may be suspended and the register closed on giving notice by advertisement in a relevant newspaper and, where applicable, any other newspapers in accordance with the requirements of any Designated Stock Exchange (as defined in the Articles), at such times and for such periods as the board may determine and either generally or in respect of any class of shares. The register of members shall not be closed for periods exceeding in the whole 30 days in any year.

(k) Power for the Company to purchase its own shares

The Company is empowered by the Companies Law and the Articles to purchase its own Shares subject to certain restrictions and the Board may only exercise this power on behalf of the Company subject to any applicable requirements imposed from time to time by any Designated Stock Exchange.

(l) Power for any subsidiary of the Company to own shares in the Company

There are no provisions in the Articles relating to ownership of shares in the Company by a subsidiary.

(m) Dividends and other methods of distribution

Subject to the Companies Law, the Company in general meeting may declare dividends in any currency to be paid to the members but no dividend shall be declared in excess of the amount recommended by the board.

The Articles provide dividends may be declared and paid out of the profits of the Company, realised or unrealised, or from any reserve set aside from profits which the directors determine is no longer needed. The Board may also determine that dividends be declared and paid out of share premium account or any other fund or account which can be authorised for this purpose in accordance with the Companies Law.

Except in so far as the rights attaching to, or the terms of issue of, any share may otherwise provide, (i) all dividends shall be declared and paid according to the amounts paid up on the shares in respect whereof the dividend is paid but no amount paid up on a share in advance of calls shall for this purpose be treated as paid up on the share and (ii) all dividends shall be apportioned and paid pro rata according to the amount paid up on the shares during any portion or portions of the period in respect of which the dividend is paid. The Directors may deduct from any dividend or other monies payable to any member or in respect of any shares all sums of money (if any) presently payable by him to the Company on account of calls or otherwise.

Whenever the board or the Company in general meeting has resolved that a dividend be paid or declared on the share capital of the Company, the board may further resolve either (a) that

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such dividend be satisfied wholly or in part in the form of an allotment of shares credited as fully paid up, provided that the shareholders entitled thereto will be entitled to elect to receive such dividend (or part thereof) in cash in lieu of such allotment, or (b) that shareholders entitled to such dividend will be entitled to elect to receive an allotment of shares credited as fully paid up in lieu of the whole or such part of the dividend as the board may think fit. The Company may also upon the recommendation of the board by an ordinary resolution resolve in respect of any one particular dividend of the Company that it may be satisfied wholly in the form of an allotment of shares credited as fully paid up without offering any right to shareholders to elect to receive such dividend in cash in lieu of such allotment.

Any dividend, interest or other sum payable in cash to the holder of shares may be paid by cheque or warrant sent through the post addressed to the holder at his registered address, or in the case of joint holders, addressed to the holder whose name stands first in the register of the Company in respect of the shares at his address as appearing in the register or addressed to such person and at such addresses as the holder or joint holders may in writing direct. Every such cheque or warrant shall, unless the holder or joint holders otherwise direct, be made payable to the order of the holder or, in the case of joint holders, to the order of the holder whose name stands first on the register in respect of such shares, and shall be sent at his or their risk and payment of the cheque or warrant by the bank on which it is drawn shall constitute a good discharge to the Company. Any one of two or more joint holders may give effectual receipts for any dividends or other moneys payable or property distributable in respect of the shares held by such joint holders.

Whenever the board or the Company in general meeting has resolved that a dividend be paid or declared the board may further resolve that such dividend be satisfied wholly or in part by the distribution of specific assets of any kind.

All dividends or bonuses unclaimed for one year after having been declared may be invested or otherwise made use of by the board for the benefit of the Company until claimed and the Company shall not be constituted a trustee in respect thereof. All dividends or bonuses unclaimed for six years after having been declared may be forfeited by the board and shall revert to the Company.

No dividend or other monies payable by the Company on or in respect of any share shall bear interest against the Company.

(n) Proxies

Any member of the Company entitled to attend and vote at a meeting of the Company is entitled to appoint another person as his proxy to attend and vote instead of him. A member who is the holder of two or more shares may appoint more than one proxy to represent him and vote on his behalf at a general meeting of the Company or at a class meeting. A proxy need not be a member of the Company and shall be entitled to exercise the same powers on behalf of a member who is an individual and for whom he acts as proxy as such member could exercise. In addition, a proxy shall be entitled to exercise the same powers on behalf of a member which is a corporation and for which he acts as proxy as such member could exercise if it were an individual member. On a poll

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or on a show of hands, votes may be given either personally (or, in the case of a member being a corporation, by its duly authorised representative) or by proxy.

(o) Call on shares and forfeiture of shares

Subject to the Articles and to the terms of allotment, the board may from time to time make such calls upon the members in respect of any monies unpaid on the shares held by them respectively (whether on account of the nominal value of the shares or by way of premium). A call may be made payable either in one lump sum or by installments. If the sum payable in respect of any call or instalment is not paid on or before the day appointed for payment thereof, the person or persons from whom the sum is due shall pay interest on the same at such rate not exceeding 20% per annum as the board may agree to accept from the day appointed for the payment thereof to the time of actual payment, but the board may waive payment of such interest wholly or in part. The board may, if it thinks fit, receive from any member willing to advance the same, either in money or money’s worth, all or any part of the monies uncalled and unpaid or installments payable upon any shares held by him, and upon all or any of the monies so advanced the Company may pay interest at such rate (if any) as the board may decide.

If a member fails to pay any call on the day appointed for payment thereof, the board may serve not less than 14 clear days’ notice on him requiring payment of so much of the call as is unpaid, together with any interest which may have accrued and which may still accrue up to the date of actual payment and stating that, in the event of non-payment at or before the time appointed, the shares in respect of which the call was made will be liable to be forfeited.

If the requirements of any such notice are not complied with, any share in respect of which the notice has been given may at any time thereafter, before the payment required by the notice has been made, be forfeited by a resolution of the board to that effect. Such forfeiture will include all dividends and bonuses declared in respect of the forfeited share and not actually paid before the forfeiture.

A person whose shares have been forfeited shall cease to be a member in respect of the forfeited shares but shall, notwithstanding, remain liable to pay to the Company all monies which, at the date of forfeiture, were payable by him to the Company in respect of the shares, together with (if the board shall in its discretion so require) interest thereon from the date of forfeiture until the date of actual payment at such rate not exceeding 20% per annum as the board determines.

(p) Inspection of register of members

Pursuant to the Articles the register and branch register of members shall be open to inspection for at least two (2) hours on every business day by members without charge, or by any other person upon a maximum payment of HK$2.50, at the registered office or such other place in the Cayman Islands at which the register is kept in accordance with the Companies Law or, upon a maximum payment of HK$1.00 or such lesser sum specified by the board, at the Registration Office (as defined in the Articles), unless the register is closed in accordance with the Articles.

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(q) Quorum for meetings and separate class meetings

No business shall be transacted at any general meeting unless a quorum is present when the meeting proceeds to business, but the absence of a quorum shall not preclude the appointment of a chairman.

Save as otherwise provided by the Articles the quorum for a general meeting shall be two members present in person (or, in the case of a member being a corporation, by its duly authorised representative) or by proxy and entitled to vote. In respect of a separate class meeting (other than an adjourned meeting) convened to sanction the modification of class rights the necessary quorum shall be two persons holding or representing by proxy not less than one-third in nominal value of the issued shares of that class.

A corporation being a member shall be deemed for the purpose of the Articles to be present in person if represented by its duly authorised representative being the person appointed by resolution of the directors or other governing body of such corporation to act as its representative at the relevant general meeting of the Company or at any relevant general meeting of any class of members of the Company.

(r) Rights of the minorities in relation to fraud or oppression

There are no provisions in the Articles relating to rights of minority shareholders in relation to fraud or oppression. However, certain remedies are available to shareholders of the Company under Cayman law, as summarised in paragraph 4(e) of this Appendix.

(s) Procedures on liquidation

A resolution that the Company be wound up by the court or be wound up voluntarily shall be a special resolution.

Subject to any special rights, privileges or restrictions as to the distribution of available surplus assets on liquidation for the time being attached to any class or classes of shares (i) if the Company shall be wound up and the assets available for distribution amongst the members of the Company shall be more than sufficient to repay the whole of the capital paid up at the commencement of the winding up, the excess shall be distributed pari passu amongst such members in proportion to the amount paid up on the shares held by them respectively and (ii) if the Company shall be wound up and the assets available for distribution amongst the members as such shall be insufficient to repay the whole of the paid-up capital, such assets shall be distributed so that, as nearly as may be, the losses shall be borne by the members in proportion to the capital paid up, or which ought to have been paid up, at the commencement of the winding up on the shares held by them respectively.

If the Company shall be wound up (whether the liquidation is voluntary or by the court) the liquidator may, with the authority of a special resolution and any other sanction required by the Companies Law divide among the members in specie or kind the whole or any part of the

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assets of the Company whether the assets shall consist of property of one kind or shall consist of properties of different kinds and the liquidator may, for such purpose, set such value as he deems fair upon any one or more class or classes of property to be divided as aforesaid and may determine how such division shall be carried out as between the members or different classes of members. The liquidator may, with the like authority, vest any part of the assets in trustees upon such trusts for the benefit of members as the liquidator, with the like authority, shall think fit, but so that no contributory shall be compelled to accept any shares or other property in respect of which there is a liability.

(t) Untraceable members

Pursuant to the Articles, the Company may sell any of the shares of a member who is untraceable if (i) all cheques or warrants (being not less than three in total number) for any sum payable in cash to the holder of such shares have remained uncashed for a period of 12 years; (ii) upon the expiry of the 12 year period, the Company has not during that time received any indication of the existence of the member; and (iii) the Company has caused an advertisement to be published in accordance with the rules of the Designated Stock Exchange (as defined in the Articles) giving notice of its intention to sell such shares and a period of three months, or such shorter period as may be permitted by the Designated Stock Exchange (as defined in the Articles), has elapsed since such advertisement and the Designated Stock Exchange (as defined in the Articles) has been notified of such intention. The net proceeds of any such sale shall belong to the Company and upon receipt by the Company of such net proceeds, it shall become indebted to the former member of the Company for an amount equal to such net proceeds.

(u) Subscription rights reserve

The Articles provide that to the extent that it is not prohibited by and is in compliance with the Companies Law, if warrants to subscribe for shares have been issued by the Company and the Company does any act or engages in any transaction which would result in the subscription price of such warrants being reduced below the par value of a share, a subscription rights reserve shall be established and applied in paying up the difference between the subscription price and the par value of a share on any exercise of the warrants.

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3. CAYMAN ISLANDS COMPANY LAW

The Company is incorporated in the Cayman Islands subject to the Companies Law and, therefore, operates subject to Cayman law. Set out below is a summary of certain provisions of Cayman company law, although this does not purport to contain all applicable qualifications and exceptions or to be a complete review of all matters of Cayman company law and taxation, which may differ from equivalent provisions in jurisdictions with which interested parties may be more familiar:

(a) Operations

As an exempted company, the Company’s operations must be conducted mainly outside the Cayman Islands. The Company is required to file an annual return each year with the Registrar of Companies of the Cayman Islands and pay a fee which is based on the amount of its authorised share capital.

(b) Share capital

The Companies Law provides that where a company issues shares at a premium, whether for cash or otherwise, a sum equal to the aggregate amount of the value of the premiums on those shares shall be transferred to an account, to be called the “share premium account”. At the option of a company, these provisions may not apply to premiums on shares of that company allotted pursuant to any arrangement in consideration of the acquisition or cancellation of shares in any other company and issued at a premium. The Companies Law provides that the share premium account may be applied by the company subject to the provisions, if any, of its memorandum and articles of association in (a) paying distributions or dividends to members; (b) paying up unissued shares of the company to be issued to members as fully paid bonus shares; (c) the redemption and repurchase of shares (subject to the provisions of section 37 of the Companies Law); (d) writing-off the preliminary expenses of the company; (e) writing-off the expenses of, or the commission paid or discount allowed on, any issue of shares or debentures of the company; and (f) providing for the premium payable on redemption or purchase of any shares or debentures of the company.

No distribution or dividend may be paid to members out of the share premium account unless immediately following the date on which the distribution or dividend is proposed to be paid, the company will be able to pay its debts as they fall due in the ordinary course business.

The Companies Law provides that, subject to confirmation by the Grand Court of the Cayman Islands (the “Court”), a company limited by shares or a company limited by guarantee and having a share capital may, if so authorised by its articles of association, by special resolution reduce its share capital in any way.

The Articles includes certain protections for holders of special classes of shares, requiring their consent to be obtained before their rights may be varied. The consent of the specified proportions of the holders of the issued shares of that class or the sanction of a resolution passed at a separate meeting of the holders of those shares is required.

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(c) Financial assistance to purchase shares of a company or its holding company

Subject to all applicable laws, the Company may give financial assistance to Directors and employees of the Company, its subsidiaries, its holding company or any subsidiary of such holding company in order that they may buy Shares in the Company or shares in any subsidiary or holding company. Further, subject to all applicable laws, the Company may give financial assistance to a trustee for the acquisition of Shares in the Company or shares in any such subsidiary or holding company to be held for the benefit of employees of the Company, its subsidiaries, any holding company of the Company or any subsidiary of any such holding company (including salaried Directors).

There is no statutory restriction in the Cayman Islands on the provision of financial assistance by a company to another person for the purchase of, or subscription for, its own or its holding company’s shares. Accordingly, a company may provide financial assistance if the directors of the company consider, in discharging their duties of care and acting in good faith, for a proper purpose and in the interests of the company, that such assistance can properly be given. Such assistance should be on an arm’s-length basis.

(d) Purchase of shares and warrants by a company and its subsidiaries

Subject to the provisions of the Companies Law, a company limited by shares or a company limited by guarantee and having a share capital may, if so authorised by its articles of association, issue shares which are to be redeemed or are liable to be redeemed at the option of the company or a shareholder. In addition, such a company may, if authorised to do so by its articles of association, purchase its own shares, including any redeemable shares. However, if the articles of association do not authorise the manner or purchase, a company cannot purchase any of its own shares unless the manner of purchase has first been authorised by an ordinary resolution of the company. At no time may a company redeem or purchase its shares unless they are fully paid. A company may not redeem or purchase any of its shares if, as a result of the redemption or purchase, there would no longer be any member of the company holding shares. A payment out of capital by a company for the redemption or purchase of its own shares is not lawful unless immediately following the date on which the payment is proposed to be made, the company shall be able to pay its debts as they fall due in the ordinary course of business.

A company is not prohibited from purchasing and may purchase its own warrants subject to and in accordance with the terms and conditions of the relevant warrant instrument or certificate. There is no requirement under Cayman Islands law that a company’s memorandum or articles of association contain a specific provision enabling such purchases and the directors of a company may rely upon the general power contained in its memorandum of association to buy and sell and deal in personal property of all kinds.

Under Cayman Islands law, a subsidiary may hold shares in its holding company and, in certain circumstances, may acquire such shares.

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(e) Dividends and distributions

With the exception of section 34 of the Companies Law, there is no statutory provisions relating to the payment of dividends. Based upon English case law, which is regarded as persuasive in the Cayman Islands, dividends may be paid only out of profits. In addition, section 34 of the Companies Law permits, subject to a solvency test and the provisions, if any, of the company’s memorandum and articles of association, the payment of dividends and distributions out of the share premium account (see paragraph 2(m) above for further details).

(f) Protection of minorities

The Cayman Islands courts ordinarily would be expected to follow English case law precedents which permit a minority shareholder to commence a representative action against or derivative actions in the name of the company to challenge (a) an act which is ultra vires the company or illegal, (b) an act which constitutes a fraud against the minority and the wrongdoers are themselves in control of the company, and (c) an irregularity in the passing of a resolution which requires a qualified (or special) majority.

In the case of a company (not being a bank) having a share capital divided into shares, the Court may, on the application of members holding not less than one fifth of the shares of the company in issue, appoint an inspector to examine into the affairs of the company and to report thereon in such manner as the Court shall direct.

Any shareholder of a company may petition the Court which may make a winding up order if the Court is of the opinion that it is just and equitable that the company should be wound up or, as an alternative to a winding up order, (a) an order regulating the conduct of the company’s affairs in the future, (b) an order requiring the company to refrain from doing or continuing an act complained of by the shareholder petitioner or to do an act which the shareholder petitioner has complained it has omitted to do, (c) an order authorising civil proceedings to be brought in the name and on behalf of the company by the shareholder petitioner on such terms as the Court may direct, or (d) an order providing for the purchase of the shares of any shareholders of the company by other shareholders or by the company itself and, in the case of a purchase by the company itself, a reduction of the company’s capital accordingly.

Generally claims against a company by its shareholders must be based on the general laws of contract or tort applicable in the Cayman Islands or their individual rights as shareholders as established by the company’s memorandum and articles of association.

(g) Management

The Companies Law contains no specific restrictions on the power of directors to dispose of assets of a company. However, as a matter of general law, every officer of a company, which includes a director, managing director and secretary, in exercising his powers and discharging his duties must do so honestly and in good faith with a view to the best interests of the company and exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances.

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(h) Accounting and auditing requirements

A company shall cause proper books of account to be kept with respect to (i) all sums of money received and expended by the company and the matters in respect of which the receipt and expenditure takes place; (ii) all sales and purchases of goods by the company; and (iii) the assets and liabilities of the company.

Proper books of account shall not be deemed to be kept if there are not kept such books as are necessary to give a true and fair view of the state of the company’s affairs and to explain its transactions.

(i) Exchange control

There are no exchange control regulations or currency restrictions in the Cayman Islands.

(j) Taxation

Pursuant to section 6 of the Tax Concessions Law (1999 Revision) of the Cayman Islands, the Company has obtained an undertaking from the Governor-in-Cabinet:

• (1) that no law which is enacted in the Cayman Islands imposing any tax to be levied on profits, income, gains or appreciation shall apply to the Company or its operations; and

• (2) that the aforesaid tax or any tax in the nature of estate duty or inheritance tax shall not be payable on or in respect of the shares, debentures or other obligations of the Company.

The undertaking for the Company is for a period of twenty years from 6 March, 2001.

The Cayman Islands currently levy no taxes on individuals or corporations based upon profits, income, gains or appreciations and there is no taxation in the nature of inheritance tax or estate duty. There are no other taxes likely to be material to the Company levied by the Government of the Cayman Islands save certain stamp duties which may be applicable, from time to time, on certain instruments executed in or brought within the jurisdiction of the Cayman Islands. The Cayman Islands are not party to any double tax treaties.

(k) Stamp duty on transfers

No stamp duty is payable in the Cayman Islands on transfers of shares of Cayman Islands companies except those which hold interests in land in the Cayman Islands.

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(l) Loans to directors

There is no express provision in the Companies Law prohibiting the making of loans by a company to any of its directors.

(m) Inspection of corporate records

Members of the Company will have no general right under the Companies Law to inspect or obtain copies of the register of members or corporate records of the Company. They will, however, have such rights as may be set out in the Company’s Articles.

An exempted company may, subject to the provisions of its articles of association, maintain its principal register of members and any branch registers at such locations, whether within or without the Cayman Islands, as the directors may, from time to time, think fit. There is no requirement under the Companies Law for an exempted company to make any returns of members to the Registrar of Companies of the Cayman Islands. The names and addresses of the members are, accordingly, not a matter of public record and are not available for public inspection.

(n) Winding up

A company may be wound up compulsorily by order of the Court; voluntarily; or, under supervision of the Court. The Court has authority to order winding up in a number of specified circumstances including where it is, in the opinion of the Court, just and equitable to do so.

A company may be wound up voluntarily when the members so resolve in general meeting by special resolution, or, in the case of a limited duration company, when the period fixed for the duration of the company by its memorandum expires, or the event occurs on the occurrence of which the memorandum provides that the company is to be dissolved, or, the company does not commence business for a year from its incorporation (or suspends its business for a year), or, the company is unable to pay its debts. In the case of a voluntary winding up, such company is obliged to cease to carry on its business from the time of passing the resolution for voluntary winding up or upon the expiry of the period or the occurrence of the event referred to above.

For the purpose of conducting the proceedings in winding up a company and assisting the Court, there may be appointed one or more than one person to be called an official liquidator or official liquidators; and the Court may appoint to such office such qualified person or persons, either provisionally or otherwise, as it thinks fit, and if more persons than one are appointed to such office, the Court shall declare whether any act hereby required or authorised to be done by the official liquidator is to be done by all or any one or more of such persons. The Court may also determine whether any and what security is to be given by an official liquidator on his appointment; if no official liquidator is appointed, or during any vacancy in such office, all the property of the company shall be in the custody of the Court. A person shall be qualified to accept an appointment as an official liquidator if he is duly qualified in terms of the Insolvency Practitioners Regulations. A foreign practitioner may be appointed to act jointly with a qualified insolvency practitioner.

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APPENDIX II

In the case of a members’ voluntary winding up of a company, the company in general meeting must appoint one or more liquidators for the purpose of winding up the affairs of the company and distributing its assets. A declaration of solvency must be signed by all the directors of a company being voluntarily wound up within twenty-eight (28) days of the commencement of the liquidation, failing which, its liquidator must apply to Court for an order that the liquidation continue under the supervision of the Court.

Upon the appointment of a liquidator, the responsibility for the company’s affairs rests entirely in his hands and no future executive action may be carried out without his approval. A liquidator’s duties are to collect the assets of the company (including the amount (if any) due from the contributories), settle the list of creditors and, subject to the rights of preferred and secured creditors and to any subordination agreements or rights of set-off or netting of claims, discharge the company’s liability to them (pari passu if insufficient assets exist to discharge the liabilities in full) and to settle the list of contributories (shareholders) and divide the surplus assets (if any) amongst them in accordance with the rights attaching to the shares.

As soon as the affairs of the company are fully wound up, the liquidator must make up an account of the winding up, showing how the winding up has been conducted and the property of the company has been disposed of, and thereupon call a general meeting of the company for the purposes of laying before it the account and giving an explanation thereof. At least twenty-one (21) days before the final meeting, the liquidator shall send a notice specifying the time, place and object of the meeting to each contributory in any manner authorised by the company’s articles of association and published in the Gazette in the Cayman Islands.

(o) Reconstructions

There are statutory provisions which facilitate reconstructions and amalgamations approved by a majority in number representing seventy-five per cent. (75%) in value of shareholders or class of shareholders or creditors, as the case may be, as are present at a meeting called for such purpose and thereafter sanctioned by the Court. Whilst a dissenting shareholder would have the right to express to the Court his view that the transaction for which approval is sought would not provide the shareholders with a fair value for their shares, the Court is unlikely to disapprove the transaction on that ground alone in the absence of evidence of fraud or bad faith on behalf of management.

(p) Compulsory acquisition

Where an offer is made by a company for the shares of another company and, within four (4) months of the offer, the holders of not less than ninety per cent. (90%) of the shares which are the subject of the offer accept, the offeror may at any time within two (2) months after the expiration of the said four (4) months, by notice in the prescribed manner require the dissenting shareholders to transfer their shares on the terms of the offer. A dissenting shareholder may apply to the Court within one (1) month of the notice objecting to the transfer. The burden is on the dissenting shareholder to show that the Court should exercise its discretion, which it will be unlikely to do unless there is evidence of fraud or bad faith or collusion as between the offeror and the holders of the shares who have accepted the offer as a means of unfairly forcing out minority shareholders.

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SUMMARY OF THE CONSTITUTION OF THE COMPANY AND THE CAYMAN ISLANDS COMPANY LAW

APPENDIX II

(q) Indemnification

Cayman Islands law does not limit the extent to which a company’s articles of association may provide for indemnification of officers and directors, except to the extent any such provision may be held by the court to be contrary to public policy (e.g. for purporting to provide indemnification against the consequences of committing a crime).

4. GENERAL

Conyers Dill & Pearman, Cayman, the Company’s special legal counsel on Cayman Islands law, have sent to the Company a letter of advice summarising certain aspects of Cayman Islands company law. This letter, together with a copy of the Companies Law, is available for inspection as referred to in the paragraph headed “Documents available for inspection” in the Letter from the Board contained in this circular. Any person wishing to have a detailed summary of Cayman Islands company law or advice on the differences between it and the laws of any jurisdiction with which he is more familiar is recommended to seek independent legal advice.

39

NOTICE OF EGM

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(incorporated in the Cayman Islands with limited liability)

(stock code: 690)

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the “ EGM ”) of Uni-Bio Science Group Limited (the “ Company ”) will be held at Room 1502, 15th Floor, AXA Centre, No. 151 Gloucester Road, Wanchai, Hong Kong on 20 April 2009 at 10:30 a.m. for the purpose of considering and, if thought fit, passing (with or without modifications) the following resolutions as special resolutions of the Company:

1. “ THAT , conditional upon (i) the sanction of the Capital Reduction (as defined below) by the Grand Court of the Cayman Islands (the “ Court ”) and the filing with the Registrar of Companies in the Cayman Islands of a copy of the order of the Court and a copy of the minutes approved by the Court confirming the Capital Reduction; and (ii) the Listing Committee of The Stock Exchange of Hong Kong Limited granting the listing of, and permission to deal in, ordinary shares of HK$0.01 each (the “ New Shares ”) in the capital of the Company to be created upon the Capital Reorganisation (as defined below) becoming effective, upon the date (the “ Effective Date ”) on which the Capital Reduction (as defined below) becomes effective:

2. (A) every ten issued and unissued existing ordinary shares (the “ Existing Shares ”) of HK$0.10 each in the share capital of the Company as of the Effective Date be consolidated into one ordinary share (the “ Consolidated Share ”) of HK$1.00 each in the share capital of the Company (the “ Consolidation ”) and any fractional Consolidated Share(s) arising from the Consolidation be aggregated and sold for the benefit of the Company in the New Share form;

3. (B) immediately following the Consolidation, the nominal value of each issued and paidup Consolidated Share as of the Effective Date be reduced from HK$1.00 to one New Share of HK$0.01 each by cancelling the paid-up capital on each issued Consolidated Share to the extent of HK$0.99 (the “ Capital Reduction ”);

4. (C) the credit arising from the Capital Reduction be transferred to the distributable reserve account of the Company where it may be utilised by the directors (the “Directors”) of the Company in accordance with the articles of association of the Company and all applicable laws (the “ Application of Credit ”);

5. (D) the authorised but unissued share capital of the Company (which shall include the authorised but unissued share capital share capital arising from the Capital Reduction) be cancelled and forthwith upon such cancellation, the authorised share capital of the Company be increased by the creation of such number of New Shares as shall be sufficient to bring the authorised share capital of the Company to HK$5,000,000,000 divided into 500,000,000,000 New Shares of par value of HK$0.01 each (collectively, the “ Diminution and Increase ”); and

* For identification purposes only

40

NOTICE OF EGM

• (E) the Directors be and are hereby authorised generally to do all such acts, deeds and things as they shall, in their absolute discretion, consider appropriate and desirable to effect and implement the Consolidation, the Capital Reduction, the Application of Credit and the Diminution and Increase (collectively the “ Capital Reorganisation ”).”

• “ THAT the words “or such other proportions as the Members may determine” be inserted after the words “in the same proportions” in Article 147 of the Articles of Association of the Company” such that the whole text of the amended Article 147 shall read as follows:

“147. The Company may, upon the recommendation of the Board, at any time and from time to time pass an ordinary resolution to the effect that it is desirable to capitalise all or any part of any amount for the time being standing to the credit of any reserve or fund (including a share premium account and capital redemption reserve and the profit and loss account) whether or not the same is available for distribution and accordingly that such amount be set free for distribution among the Members or any class of Members who would be entitled thereto if it were distributed by way of dividend and in the same proportions or such other proportions as the Members may determine, on the footing that the same is not paid in cash but is applied either in or towards paying up the amounts for the time being unpaid on any shares in the Company held by such Members respectively or in paying up in full unissued shares, debentures or other obligations of the Company, to be allotted and distributed credited as fully paid up among such Members, or partly in one way and partly in the other, and the Board shall give effect to such resolution provided that, for the purposes of this Article, a share premium account and any capital redemption reserve or fund representing unrealised profits, may be applied only in paying up in full unissued shares of the Company to be allotted to such Members credited as fully paid.”

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

Hong Kong, 28 March 2009

Registered office: Head office and principal place Cricket Square, Hutchins Drive, of business in Hong Kong: P.O. Box 2681 Room 1502, 15th Floor Grand Cayman KY1-1111, AXA Centre Cayman Islands No. 151 Gloucester Road Wanchai, Hong Kong

41

NOTICE OF EGM

Notes:

1. A member of the Company entitled to attend and vote at the EGM 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 (“ Shares ”) of the Company may appoint more than one proxy to represent him/her/it and vote on his/her/its behalf at the EGM. A proxy need not be a member of the Company.

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 EGM, personally or by proxy, that one of the said persons so present whose name stands first in the register in respect of such Shares shall alone be entitled to vote in respect thereof.

3. 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 (“ Branch Share Registrar ”) 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 notarially certified copy thereof) not less than 48 hours before the time fixed for holding of the EGM or any adjournment thereof.

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

5. The above resolutions will be put to vote at the above 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.

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