Uni-Bio Science Group Limited — Proxy Solicitation & Information Statement 2017

Aug 23, 2017

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this notice, 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 notice.

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UNI-BIO SCIENCE GROUP LIMITED 聯康生物科技集團有限公司*

(Incorporated in the Cayman Islands with limited liability) (Stock code: 0690)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an extraordinary general meeting of Uni-Bio Science Group Limited (‘ ‘Company ’’) will be held at 10 a.m. on Monday, 11 September 2017 at Room 2401-2, 24/F, Admiralty Centre I, 18 Harcourt Road, Hong Kong for the purpose of considering and, if thought fit, passing (with or without modification) the following ordinary resolution:

ORDINARY RESOLUTION

‘ ‘THAT :

• (a) the Subscription Agreements (as defined in the circular of the Company dated 24 August 2017 (‘ ‘Circular ’’), a copy of each of which have been produced to this meeting marked ‘‘A’’ and initialled by the chairman of this meeting for the purpose of identification), the signing of the Subscription Agreements and all the transactions contemplated thereunder be and are hereby approved, ratified and confirmed;

• (b) the directors (‘ ‘Directors ’’) of the Company be and are hereby granted a specific mandate to create and issue the Warrants (as defined in the Circular) on the terms and conditions set out in the Subscription Agreements and the Warrant Instrument (as defined in the Circular, a copy of which has been produced to this meeting marked ‘‘B’’ and initialled by the chairman of this meeting for the purpose of identification);

• (c) the Directors be and are hereby granted a specific mandate to exercise the powers of the Company (i) to allot and issue the Subscription Shares in accordance with the terms of the Subscription Agreements and such Subscription Shares (upon entering the names of the holders thereof in the register of members of the Company) shall rank pari passu in all respects with the then existing issued shares of the Company; and (ii) to allot and issue such number of the Warrant Shares (as defined in the Circular), including the adjustment thereof, upon exercise of the subscription rights attached to the Warrants in accordance with the terms of the Warrant Instrument and such Warrant Shares (upon entering the names of the holders thereof in the register of members of the Company) shall rank pari passu in all respects with the then existing issued shares of the Company; and

• For identification purpose only

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• (d) the Directors or a duly authorised committee thereof be and are hereby authorised to do all such acts and things, to sign and execute (whether by hand, under common seal or as a deed) such documents or agreements or deed on behalf of the Company and to do such other things and to take all such actions as they consider necessary,appropriate, desirable or expedient for the purposes of giving effect to or in connection with the Subscription Agreements and all the transactions contemplated thereunder as well as in relation to the allotment and issue of the Subscription Shares, the creation and issue of the Warrants and the allotment and issue of the Warrant Shares and to agree to such variation, amendments or waiver or matters relating thereto (excluding any variation, amendments or waiver of such documents or any terms thereof, which are fundamentally and materially different from those as provided for in the Subscription Agreements and which shall be subject to approval of the shareholders of the Company) as are, in the opinion of the Directors or a duly authorised committee thereof, in the interest of the Company and its shareholders as a whole.’’

On behalf of the Board Uni-Bio Science Group Limited Kingsley Leung Chairman

Hong Kong, 24 August 2017

Principal place of business in Hong Kong:

Room 3006, 30/F The Centrium 60 Wyndham Street Central

Hong Kong

Notes:

1. Shareholders who are entitled to vote at the above meeting are those whose names appear as shareholders on the register of members of the Company as at the close of business on Monday, 4 September 2017. In order to qualify for the entitlement to attend and vote at the above meeting, all transfer of shares accompanied by the relevant shares certificates must be lodged with the Hong Kong branch share registrar and transfer office of the Company, Tricor Abacus Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong by 4:30 p.m. (Hong Kong time) on Monday, 4 September 2017.

2. A member of the Company entitled to attend and vote at the meeting convened by the above notice shall be 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 (‘ ‘Shares ’’) of the Company may appoint more than one proxy to represent him/her/it and vote on his/her/its behalf at the meeting convened by the above notice. A proxy need not be a member of the Company.

3. 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 above meeting, 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.

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1. In order to be valid, the form of proxy must be in writing under the hand of the appointer or of his attorney duly authorised in writing, or if the appointer is a corporation, either under seal, or under the hand of an office or attorney duly authorised, and must be deposited with the Hong Kong branch share registrar and transfer office of the Company, Tricor Abacus Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong (together with the power of attorney or other authority, if any, under which it is signed or a certified copy thereof) by 10:00 a.m. on Saturday, 9 September 2017 or not less than 48 hours before the time for holding of the adjourned meeting.

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

3. As required under the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, all resolutions as set out in this notice to be put to vote at the meeting will be decided by way of poll.

As at the date of this notice, the Board comprises two executive Directors, namely, Mr. Kingsley Leung (Chairman) and Mr. Chen Dawei (Vice-chairman); and three independent non-executive Directors, namely, Dr. Carl Aslan Jason Morton Firth, Mr. Zhao Zhi Gang and Mr. Chow Kai Ming.

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