Uni-Bio Science Group Limited — Proxy Solicitation & Information Statement 2013

Nov 7, 2013

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in doubt as to any aspect of this circular or as to the action to be taken, you should consult your stockbroker or other 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 (“ Company ”), you should at once hand this circular and the accompanying form of proxy to the purchaser(s) or the transferee(s) or to the bank, stockbroker or licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser(s) or the transferee(s).

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this circular, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

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(incorporated in the Cayman Islands with limited liability)

(stock code: 690)

PROPOSED REFRESHMENT OF GENERAL MANDATE TO ISSUE SHARES;

RENEWAL OF THE 10% GENERAL LIMIT ON THE GRANT OF OPTIONS UNDER THE SHARE OPTION SCHEME AND NOTICE OF EXTRAORDINARY GENERAL MEETING

A notice convening the EGM to be held at Montparnasse Room I-II, 2nd Floor, Regal Kowloon Hotel, 71 Mody Road, Tsimshatsui, Hong Kong at 3:30 p.m. on Monday, 25 November 2013 is set out on pages 9 to 12 of this circular. A form of proxy for use at the EGM is enclosed.

Whether or not you intend to attend the EGM, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and return the same to the Hong Kong branch share registrar and transfer office of the Company, Tricor Abacus Limited, 26/F, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for the holding of the EGM or any adjournment thereof. Completion and return of the form of proxy shall not preclude you from attending and voting in person at the EGM or any adjournment thereof should you so desire. In such event, the instrument appointing a proxy will be deemed to be revoked.

8 November 2013

• For identification purpose only

CONTENTS

		Page
Definitions	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
**Letter from **	the Board
1.	Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
2.	Proposed grant of the Refreshed Issue Mandate . . . . . . . . . . . . . . . . . .	4
3.	Renewal of the 10% General Limit . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
4.	Actions to be taken . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
5.	Voting by Poll . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
6.	Recommendations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
7.	Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
Notice of the EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		9

– i –

DEFINITIONS

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

• “10% General Limit”

• the limit imposed under the rules of the Share Option Scheme on the total number of Shares which may be allotted and issued upon exercise of all options to be granted under the Share Option Scheme and any other share option schemes of the Group, being 10% of the Company’s issued Shares as at the date of adoption of the Share Option Scheme, which has been “refreshed” and may be further “refreshed” pursuant to the rules of the Share Option Scheme

• “AGM”

• the annual general meeting of the Company held on 26 July 2013

• “Articles of Association”

• the articles of association of the Company, as amended from time to time

• “Board”

• the board of Directors

• “Capital Reorganisation”

• collectively (i) the consolidation of every 10 issued and unissued shares of HK$0.10 each in the share capital of the Company into one consolidated share of HK$1.00 each; (ii) the reduction of the share capital and the nominal value of the issued shares of the Company from HK$1.00 to HK$0.01 each; and (iii) 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 Shares, all as described in the Company’s announcement dated 18 March 2009

• “Companies Law”

• the Companies Law, Cap 22 (Law 3 of 1961, as consolidated and revised) of the Cayman Islands

• “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

• “Director(s)”

• director(s) of the Company

– 1 –

DEFINITIONS

• “EGM”

• “Existing Issue Mandate”

• “Group”

• “Hong Kong”

• “Last Renewal Resolution”

• “Latest Practicable Date”

• “Listing Rules”

• “Pre-adjusted Shares”

• “Refreshed Issue Mandate”

• “Share(s)”

• an extraordinary general meeting of the Company convened to be held at Montparnasse Room I-II, 2nd Floor, Regal Kowloon Hotel, 71 Mody Road, Tsimshatsui, Hong Kong at 3:30 p.m. on Monday, 25 November 2013, the notice of which is set out on pages 9 to 12 of this circular, or any adjournment thereof

• the general mandate approved and granted to the Directors at the AGM to allot, issue and deal with Shares up to a maximum of 20% of the aggregate nominal amount of the share capital of the Company in issue as at the date of the AGM

• the Company and its subsidiaries

• the Hong Kong Special Administrative Region of the People’s Republic of China

• the ordinary resolution passed at the extraordinary general meeting of the Company for the renewal of the 10% General Limit on 13 September 2007

• 6 November 2013, being the latest practicable date prior to the printing of this circular for ascertaining certain information in this circular

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

• ordinary shares of HK$0.10 each in the share capital of the Company prior to the Capital Reorganisation becoming effective

• a general and unconditional mandate proposed to be granted to the Directors at the EGM to exercise the power of the Company to allot, issue or otherwise deal with Shares up to a maximum of 20% of the aggregate nominal amount of the share capital of the Company in issue as at the date of passing the relevant resolution

• share(s) of HK$0.01 each in the share capital of the Company, for the avoidance of doubt, such shares in the share capital of the Company after the Capital Reorganisation becoming effective

– 2 –

DEFINITIONS

“Shareholder(s)” holder(s) of the Share(s) “Share Option Scheme” the share option scheme of the Company adopted pursuant to a written resolution of the Company passed on 22 September 2006 “Stock Exchange” The Stock Exchange of Hong Kong Limited “HK$” Hong Kong dollars, the lawful currency of Hong Kong “%” per cent.

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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. Leung Ka Chun

Independent non-executive Directors: Ms. Tsao Hoi Ho, Terry Mr. Lou Iok Kuong Mr. Ng Pak Kin Mr. Leung Wai Chung, Vincent

Registered Office: Cricket Square Hutchins Drive P. O. Box 2681 Grand Cayman KY1-1111 Cayman Islands

Principal place of business in Hong Kong: 13th Floor Public Bank Centre 120 Des Voeux Road Central Central Hong Kong 8 November 2013

To the Shareholders

Dear Sir or Madam,

PROPOSED REFRESHMENT OF GENERAL MANDATE TO ISSUE SHARES AND RENEWAL OF THE 10% GENERAL LIMIT ON THE GRANT OF OPTIONS UNDER THE SHARE OPTION SCHEME

1. INTRODUCTION

The purpose of this circular is to provide you with information regarding (i) the proposed grant of the Refreshed Issue Mandate, and (ii) the proposed renewal of the 10% General Limit and to give you the notice of the EGM.

2. PROPOSED GRANT OF THE REFRESHED ISSUE MANDATE

Pursuant to an ordinary resolution passed by the Shareholders at the AGM, the Directors were granted the Existing Issue Mandate to allot and issue up to 312,969,258 Shares. There had not been any refreshment of the Existing Issue Mandate since the AGM and up to the Latest Practicable Date. As at the Latest Practicable Date, the Existing Issue Mandate has not been utilised at all.

• For identification purpose only

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LETTER FROM THE BOARD

On 10 July 2013, the Board announced that the Company proposed an open offer at the subscription price of HK$0.16 on the basis of one offer Share for every one existing Share held on the relevant record date with the bonus issue on the basis of one bonus Share for every one offer Share taken up and one bonus warrant for every two offer Shares taken up (“ Open Offer and Bonus Issue ”). As a result of the Open Offer and Bonus Issue, the Company allotted and issued an aggregate of 3,129,692,586 Shares. Accordingly, the issued share capital of the Company has been substantially enlarged.

In view of the substantial increase in the issued share capital of the Company as described above and to maintain flexibility for any future allotment and issue of Shares by the Directors on behalf of the Company as and when necessary, it is proposed that the Board shall seek the approval of the Shareholders for the grant of the Refreshed Issue Mandate at the EGM.

As at the Latest Practicable Date, the Company had an aggregate of 4,694,628,881 Shares in issue. Assuming that no Shares will be issued or repurchased by the Company on or before the EGM and subject to the passing of the ordinary resolution for the approval of the grant of the Refreshed Issue Mandate, the Company would be allowed under the Refreshed Issue Mandate to allot, issue or otherwise deal with up to 938,925,776 Shares, representing approximately 20% of the issued share capital of the Company as at the Latest Practicable Date.

The Company does not have any immediate plans for any new issue of Shares under the Refreshed Issue Mandate other than the allotment and issue of new Shares pursuant to the exercise of options granted under the Share Option Scheme and bonus warrants issued by the Company as disclosed in the prospectus of the Company dated 9 September 2013.

The Company currently does not have any intention or enter into any negotiations, agreement and/or letter of intent to conduct any fund raising exercises. Despite that the Company currently has no intention to conduct any fund raising exercises, the Board is proposing to seek the approval of Shareholders at the EGM of the Refreshed Issue Mandate such that the Group will have greater financial flexibility. Should funding needs arise or attractive terms for investment in the Shares become available from potential investors (such terms may include pricing of the Shares, the lock-up period (if any) of the Shares, the potential synergetic effect of the introduction of the investors), the Board will be able to respond to the market and such investment opportunities promptly. The Board believes that fund raising exercise pursuant to a general mandate provides the Company a simpler and less lead time process than other types of fund raising exercises and to avoid the uncertainties in such circumstances that specific mandate may not be obtained in a timely manner. As at the Latest Practicable Date, the Company was not under negotiation with any third party for acquisition or disposal of assets which may constitute a notifiable transaction under Chapter 14 of the Listing Rules.

The Refreshed Issue Mandate will expire at the earliest of: (a) the conclusion of the next annual general meeting of the Company; (b) the expiration of the period within which the Company is required by the Articles of Association or any applicable laws to hold its next annual general meeting; and (c) when revoked or varied by an ordinary resolution of the Shareholders in a general meeting prior to the next annual general meeting of the Company.

– 5 –

LETTER FROM THE BOARD

3. RENEWAL OF THE 10% GENERAL LIMIT

Under the rules of the Share Option Scheme:

• (1) the total number of Shares which may be allotted and issued upon exercise of all options to be granted under the Share Option Scheme and any other share option schemes of the Group is subject to the 10% General Limit; and

• (2) the maximum number of Shares which may be issued upon exercise of all outstanding options granted and yet to be exercised under the Share Option Scheme and any other share option schemes of the Company must not in aggregate exceed 30% of the Shares in issue from time to time (“ 30% Overall Limit ”).

The Company may seek approval from the Shareholders in general meeting for refreshing the 10% General Limit so that the total number of Shares which may be issued upon the exercise of all options to be granted under the Share Option Scheme and any other share option schemes of the Group shall be re-set at 10% of the Shares in issue as at the date of the approval of the limit as “refreshed”. In this connection, options previously granted under the Share Option Scheme and any other share option schemes of the Group (including options outstanding, cancelled, lapsed or exercised) will not be counted for the purpose of calculating the 10% General Limit as “refreshed”.

The existing 10% General Limit is 785,869,196 Pre-adjusted Shares, being 10% of the Pre-adjusted Shares in issue as at the date of passing of the Last Renewal Resolution. Since the date of the passing of the Last Renewal Resolution and up to the Latest Practicable Date, options to subscribe for 84,323,431 Shares (after adjustment as a result of the Open Offer and Bonus Issue) had been granted under the Share Option Scheme.

As explained in the paragraph headed “Proposed grant of the Refreshed Issue Mandate” above, given the issued share capital of the Company has been substantially enlarged as a result of the Open Offer and Bonus Issue, the Directors consider that the 10% General Limit under the Share Option Scheme shall be “refreshed” so that the Share Option Scheme can continue to serve its purpose of giving incentives and rewards to the eligible participants which include employees, non-executive directors, customers and suppliers of the Group and other eligible participants of the Share Option Scheme for their contribution to the Group and/or enabling the Group to recruit and retain high-calibre employees and attract human resources that are valuable to the Group.

The Directors consider that it will be for the benefit of the Company and its Shareholders as a whole that eligible participants of the Share Option Scheme are granted rights to obtain equity holdings of the Company through the grant of options under the Share Option Scheme. This will motivate the eligible participants to contribute to the further development of the Group. For these reasons, the Directors will propose the passing of an ordinary resolution at the EGM for “refreshing” the 10% General Limit.

– 6 –

LETTER FROM THE BOARD

If the 10% General Limit is “refreshed”, on the basis of 4,694,628,881 Shares in issue as at the Latest Practicable Date and assuming that, prior to the EGM, no Shares are issued or repurchased by the Company, the 10% General Limit will be re-set at 469,462,888 Shares and the Company will be allowed to grant further options under the Share Option Scheme and other share option schemes carrying the rights to subscribe for a maximum of 469,462,888 Shares (“ Available Limit ”).

On the basis of 4,694,628,881 Shares in issue as at the Latest Practicable Date, the 30% Overall Limit represents a total of 1,408,388,664 Shares. As at the Latest Practicable Date, the total number of Shares which may fall to be issued upon exercise of all outstanding options granted since the adoption of the Share Option Scheme and yet to be exercised is 84,323,431 Shares (after adjustment as a result of the Open Offer and Bonus Issue) (representing approximately 1.80% of the issued Shares as at the Latest Practicable Date). Accordingly, the Available Limit arising from the “refreshing” of the 10% General Limit does not exceed the 30% Overall Limit as at the Latest Practicable Date.

The refreshment of the 10% General Limit is conditional upon:

• (a) the Shareholders’ approval at the EGM; and

• (b) the Listing Committee of the Stock Exchange granting the listing of, and permission to deal in, the Shares (representing 10% of the total Shares in issue as at the date of the EGM approving the refreshment of the 10% General Limit) which may fall to be issued pursuant to the exercise of any options granted under the refreshed 10% General Limit.

Application will be made to the Listing Committee of the Stock Exchange for the approval mentioned in paragraph (b) above.

4. ACTIONS TO BE TAKEN

The notice of the EGM is set out on pages 9 to 12 of this circular. A form of proxy for use at the EGM is enclosed with this circular.

At the EGM, ordinary resolutions will be proposed to approve the grant of the Refreshed Issue Mandate and the refreshment of the 10% General Limit. According to Rule 13.36(4)(e) of the Listing Rules, it will not be necessary for the Company to comply with, among others, the requirement to obtain independent shareholders’ approval under Rule 13.36(4)(a) of the Listing Rules in order for it to refresh its general mandate immediately thereafter such that the amount in percentage terms of the unused part of the general mandate upon refreshment is the same as the unused part of the general mandate immediately before the issue of securities. In light of this, no Shareholders will be required to abstain from voting in relation to the resolutions to approve, among other things, the proposed grant of the Refreshed Issue Mandate and the proposed renewal of the 10% General Limit.

– 7 –

LETTER FROM THE BOARD

Whether or not you intend to attend the EGM, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and return the same to the Hong Kong branch share registrar and transfer office of the Company, Tricor Abacus Limited, 26/F, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for the holding of the EGM or any adjournment thereof. Completion and return of the form of proxy shall not preclude you from attending and voting in person at the EGM or any adjournment thereof should you so desire. In such event, the instrument appointing a proxy will be deemed to be revoked.

5. VOTING BY POLL

Under Rule 13.39(4) of the Listing Rules, any vote of shareholders at a general meeting must be taken by poll. Accordingly, the ordinary resolutions proposed at the EGM will also be taken by poll. A poll results announcement will be made by the Company after the EGM in accordance with Rule 13.39(5) of the Listing Rules.

6. RECOMMENDATIONS

The Board considers that the resolutions in relation to the grant of the Refreshed Issue Mandate and the refreshment of the 10% General Limit to be proposed at the EGM are in the best interests of the Company and the Shareholders as a whole and recommends the Shareholders to vote in favour of such resolutions at the EGM.

7. MISCELLANEOUS

The English text of this circular shall prevail over the Chinese text for the purpose of interpretation.

Yours faithfully, On behalf of the Board of Uni-Bio Science Group Limited TONG Kit Shing Chairman

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NOTICE OF THE EGM

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(incorporated in the Cayman Islands with limited liability)

(stock code: 690)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that the extraordinary general meeting of Uni-Bio Science Group Limited (“ Company ”) will be held at Montparnasse Room I-II, 2nd Floor, Regal Kowloon Hotel, 71 Mody Road, Tsimshatsui, Hong Kong at 3:30 p.m. on Monday, 25 November 2013 to consider and, if thought fit, pass the following resolutions as ordinary resolutions (with or without modifications):

1. “ THAT :

2. (a) the general mandate granted to the directors of the Company (“ Directors ”) to allot, issue and deal with the unissued shares of the Company pursuant to an ordinary resolution passed at the annual general meeting of the Company held on 26 July 2013 be and is hereby revoked (without prejudice to any valid exercise of such general mandate prior to the passing of this resolution);

3. (b) subject to paragraph (d) below, pursuant to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (“ Stock Exchange ”) and all other applicable laws, the exercise by the Directors during the Relevant Period (as defined in paragraph (e) below) of all the powers of the Company to allot, issue and deal with the unissued shares (“ Shares ”) in the share capital of the Company, and to make or grant offers, agreements and options (including warrants, bonds, notes and other securities which carry rights to subscribe for or are convertible into Shares) which would or might require the exercise of such powers be and the same is hereby generally and unconditionally approved;

4. (c) the approval in paragraph (b) above shall authorise the Directors during the Relevant Period to make or grant offers, agreements and options (including warrants, bonds, notes and other securities which carry rights to subscribe for or are convertible into Shares) which would or might require the exercise of such powers after the end of the Relevant Period;

• For identification purpose only

– 9 –

NOTICE OF THE EGM

• (d) the aggregate nominal amount of share capital of the Company allotted and issued or agreed conditionally or unconditionally to be allotted and issued (whether pursuant to options or otherwise) by the Directors pursuant to the approval in paragraph (b) above, otherwise than pursuant to

• (i) a Rights Issue (as hereinafter defined in paragraph (e) below);

• (ii) the exercise of options granted under the share option scheme or similar arrangement for the time being adopted by the Company from time to time;

• (iii) any scrip dividend or similar arrangements providing for the allotment and issue of Shares in lieu of the whole or part of a dividend on Shares in accordance with the articles of association of the Company (“ Articles of Association ”) and other relevant regulations in force from time to time; or

• (iv) any issue of Shares upon the exercise of rights of subscription or conversion under the terms of any warrants of the Company or any securities which are convertible into Shares;

shall not exceed 20% of the aggregate nominal amount of the share capital of the Company in issue as at the date of the passing of this resolution, and the said approval shall be limited accordingly; and

• (e) for the purposes of this resolution:

“ Relevant Period ” means the period from the date of the passing of this resolution until whichever is the earliest of:

• (i) the conclusion of the next annual general meeting of the Company;

• (ii) the expiration of the period within which the next annual general meeting of the Company is required by the Articles of Association or any applicable law of the Cayman Islands to be held; and

• (iii) on the date which such mandate granted under this resolution is revoked or varied by an ordinary resolution of the shareholders of the Company in general meeting;

“ Rights Issue ” means an offer of Shares, or offer or issue of warrants, options or other securities giving rights to subscribe for Shares open for a period fixed by the Directors to the holders of Shares or any class of Shares whose names appear on the registers of members of the Company on a fixed record date in proportion to their then holdings of

– 10 –

NOTICE OF THE EGM

such Shares as at that date (subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of, or the requirements of, or the expenses or delay which may be involved in determining the existence or extent of any restrictions or obligations under the laws of, or the requirements of, any jurisdiction outside Hong Kong or any recognised regulatory body or any stock exchange outside Hong Kong).”

1. “ THAT subject to and conditional upon the Listing Committee of the Stock Exchange granting the listing of, and permission to deal in, such number of shares of the Company which may fall to be allotted and issued pursuant to the exercise of the options which may be granted under the share option scheme adopted by the Company on 22 September 2006 (“ Share Option Scheme ”), representing 10% of the issued share capital of the Company as at the date on which this resolution is passed, pursuant to the rules of the Share Option Scheme:

2. (a) approval be and is hereby granted for refreshing the 10% mandate under the Share Option Scheme (“ Refreshed Scheme Mandate ”) provided that the total number of shares of the Company which may be allotted and issued upon the exercise of all options to be granted under the Share Option Scheme and any other share option schemes of the Company and its subsidiaries (“ Group ”) under the limit as refreshed hereby shall not exceed 10% of the total number of issued shares of the Company as at the date on which this resolution is passed (options previously granted under the Share Option Scheme and any other share option schemes of the Company (including options outstanding, cancelled, lapsed or exercised in accordance with the terms of the Share Option Scheme or any other share option schemes of the Group) shall not be counted for the purpose of calculating the Refreshed Scheme Mandate); and

3. (b) the Directors or a duly authorised committee thereof be and they are hereby authorised: (i) at their absolute discretion, to grant options to subscribe for shares of the Company within the Refreshed Scheme Mandate in accordance with the rules of the Share Option Scheme, and (ii) to allot, issue and deal with shares of the Company pursuant to the exercise of options granted under the Share Option Scheme within the Refreshed Scheme Mandate.”

On behalf of the Board of Uni-Bio Science Group Limited TONG Kit Shing Chairman

Hong Kong, 8 November 2013

– 11 –

NOTICE OF THE EGM

Principal place of business in Hong Kong: 13[th] Floor, Public Bank Centre 120 Dex Voeux Road Central Central, Hong Kong

Notes:

• (a) Any member of the Company entitled to attend and vote at the meeting is entitled to appoint another person as his/her/its proxy to attend and vote instead of him/her/it. A member who is the holder of two or more shares of the Company may appoint more than one proxy to represent him/her/it to attend and vote on his/her/its behalf. A proxy need not be a member of the Company. In addition, a proxy or proxies representing either a member who is an individual or a member which is a corporation shall be entitled to exercise the same powers on behalf of the member which he or she or they represent as such Member could exercise.

• (b) In the case of joint holders of a share, any one of such joint holder 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 be present at any meeting the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders, and for this purpose seniority shall be determined by the order in which the names stand in the register of members of the Company in respect of the joint holding.

• (c) To be valid, the form of proxy duly completed and signed in accordance with the instructions printed thereon together with a certified copy of the power of attorney or other authority, if any, must be delivered to the office of the branch share registrar of the Company in Hong Kong, Tricor Abacus Limited, 26/F, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the time appointed for holding the meeting or any adjournment thereof.

• (d) Whether or not you propose to attend the meeting in person, you are strongly urged to complete and return the form of proxy in accordance with the instructions printed thereon. Completion and return of the form of proxy will not preclude you from attending the meeting and voting in person if you so wish. In the event that you attend the meeting after having lodged the form of proxy, it will be deemed to have been revoked.

• (e) In compliance with the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, all resolutions to be proposed at the meeting convened by this notice will be voted on by way of poll.

As at the date hereof, the executive Directors are Mr. TONG Kit Shing (Chairman), Mr. LIU Guoyao and Mr. LEUNG Ka Chun; the independent non-executive Directors are Mr. TSAO Hoi Ho, Terry, Mr. LOU Iok Kuong, Mr. NG Pak Kin and Mr. LEUNG Wai Chung, Vincent.

– 12 –