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

Jun 7, 2017

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 adviser.

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, the transferee or to the bank, licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser or 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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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)

(1) APPROVAL OF DIRECTOR’S TERM; AND

(2) CONNECTED TRANSACTION: ISSUE OF SERVICE SHARES UNDER SPECIFIC MANDATE

AND

NOTICE OF EXTRAORDINARY GENERAL MEETING

Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders

The letter from the Board is set out on pages 4 to 14 of this circular and the letter from the Independent Board Committee containing its recommendation to the Independent Shareholders is set out on page 15 of this circular. The letter from the Independent Financial Adviser containing its recommendation to the Independent Board Committee and the Independent Shareholders is set out on pages 16 to 24 of this circular.

A notice convening an extraordinary general meeting of the Company to be held at 11:00 a.m. on Friday, 23 June 2017 at Room 2401-2, 24/F, Admiralty Centre I, 18 Harcourt Road, Hong Kong is set out on pages EGM-1 to EGM-3 of this circular. If you do not intend to attend and vote at the meeting in person, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and return the same to the Company’s branch share registrar and transfer office in Hong Kong, Tricor Abacus Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong as soon as practicable but in any event not less than 48 hours before the time appointed for holding the meeting or any adjournment thereof.

Completion and return of the form of proxy will not preclude you from attending and voting in person at the meeting or any adjournment thereof should you so wish, and in such case, the form of proxy previously submitted shall be deemed to be revoked.

8 June 2017

• for identification purposes only

CONTENTS

	Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Letter from the Independent Board Committee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	15
Letter from the Independent Financial Adviser . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	16
Appendix – General information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	I-1
Notice of EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	EGM-1

– i –

DEFINITIONS

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

• ‘‘associate’’

has the meaning as ascribed thereto in the Listing Rules

• ‘‘Board’’

the board of Directors

• ‘‘Company’’

Uni-Bio Science Group Limited, a company incorporated in the Cayman Islands with limited liability, whose issued Shares are listed on the Main Board of the Stock Exchange

• ‘‘connected person’’

has the meaning ascribed to it under the Listing Rules

• ‘‘Director(s)’’ the director(s) of the Company

• ‘‘Director’s Term’’

the term of appointment of Mr. Chen under the Service Agreement, as more particularly described in the section headed ‘‘Director’s Term’’ in the Letter from the Board

• ‘‘EGM’’

an extraordinary general meeting of the Company to be held at 11:00 a.m. on Friday, 23 June 2017 at Room 2401-2, 24/F, Admiralty Centre I, 18 Harcourt Road, Hong Kong for the purpose of considering and, if thought fit, approving the Service Agreement, the Director’s Term, the Service Shares Issue and the grant of the Specific Mandate, the notice of which is set out on pages EGM-1 to EGM-3 of this circular

• ‘‘Group’’ the Company and its subsidiaries

• ‘‘HK$’’ Hong Kong dollars, the lawful currency of Hong Kong

• ‘‘Hong Kong’’

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

• ‘‘Independent Board Committee’’

an independent committee of the Board (which comprises all the independent non-executive Directors) established to advise the Independent Shareholders with regard to the Service Agreement and the Service Shares Issue and the transactions contemplated thereunder

– 1 –

DEFINITIONS

• ‘‘Independent Financial Adviser’’

• Hercules Capital Limited, a corporation licensed to carry on Type 6 (advising on corporate finance) regulated activity under the SFO, the independent financial adviser to make recommendation to the Independent Board Committee and the Independent Shareholders in respect of the Service Agreement and the Service Shares Issue and the transactions contemplated thereunder

• ‘‘Independent Shareholders’’ those Shareholders who do not have any material interest in the Service Shares Issue and the transactions contemplated thereunder

• ‘‘Latest Practicable Date’’ 5 June 2017, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained herein

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

• ‘‘Long Stop Date’’

• 4:00 p.m. on 30 June 2017 (or such later date as the Company and Mr. Chen may agree in writing)

• ‘‘Mr. Chen’’

• Mr. Chen Dawei, an executive Director and vice-chairman of the Board

• ‘‘PRC’’

• The People’s Republic of China

• ‘‘Service Agreement’’

• the executive director service contract dated 13 January 2017 entered into between the Company and Mr. Chen in relation to the appointment of Mr. Chen as an executive Director

• ‘‘Service Shares’’

• the Shares to be allotted and issued to Mr. Chen pursuant to the Service Agreement

• ‘‘Service Shares Issue’’

• the allotment and issue of the Service Shares to Mr. Chen in accordance with the terms of the Service Agreement

• ‘‘SFO’’

Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)

– 2 –

DEFINITIONS

‘‘Share(s)’’	shares of HK$0.01 each in the share capital of the
	Company
‘‘Shareholder(s)’’	holder(s) of the Share(s)
‘‘Specific Mandate’’	the specific mandate to be sought from the Independent
	Shareholders at the EGM to grant the authority to the
	Board for the allotment and issue of the Service Shares
‘‘Stock Exchange’’	The Stock Exchange of Hong Kong Limited

– 3 –

LETTER FROM THE BOARD

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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)*

Executive Directors: Mr. Kingsley Leung (Chairman) Mr. Chen Dawei (Vice-chairman)

Independent non-executive Directors: Dr. Carl Aslan Jason Morton Firth Mr. Zhao Zhi Gang Mr. Chow Kai Ming

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

Principal place of business in Hong Kong: Room 3006, 30/F The Centrium 60 Wyndham Street Central Hong Kong

8 June 2017

To the Shareholders

Dear Sir or Madam,

(1) APPROVAL OF DIRECTOR’S TERM; AND (2) CONNECTED TRANSACTION: ISSUE OF SERVICE SHARES UNDER SPECIFIC MANDATE

INTRODUCTION

The purposes of this circular are to provide you with information regarding the resolutions to be proposed at the EGM and to give you notice of the EGM. At the EGM, resolutions relating to approval of the Service Agreement, the Director’s Term and the Services Share Issue including the grant of the Specific Mandate will be proposed.

• For identification purpose only

– 4 –

LETTER FROM THE BOARD

On 13 January 2017, among other matters, Mr. Chen was appointed as an executive Director and vice-chairman of the Board, further particulars of which are set out in the announcement of the Company dated 13 January 2017. In relation to his appointment, the Company and Mr. Chen entered into the Service Agreement.

SERVICE AGREEMENT

Director’s Term

Pursuant to the Service Agreement, Mr. Chen was appointed as an executive Director for a term: (a) in the event that the Company has obtained the necessary approval(s) under the Listing Rules (including Shareholders’ approval) on or before the Long Stop Date, a term of 5 years commencing on 13 January 2017; or (b) in the event that Company has not obtained the necessary approval(s) under the Listing Rules (including Shareholders’ approval) on or before the Long Stop Date, a term of 3 years commencing on 13 January 2017, and is subject to retirement and reelection in accordance with the articles of association of the Company.

As the duration of the Director’s Term may exceed three years, the Director’s Term is subject to prior approval of the Shareholders in a general meeting (at which the relevant Director and his associates shall not vote on the matter) under Rule 13.68 of the Listing Rules.

Either party to the Service Agreement is entitled to serve not less than three months’ written notice to the other party to terminate the Service Agreement.

As more particular explained in the section headed ‘‘Reasons for and benefits of the Director’s Term and the Service Shares Issue’’ in this Letter from the Board below, the Group’s plan to ensure that it is well positioned to be successful and sustainable to the pharmaceutical and healthcare industry in the PRC would require time to come to fruition. The Company currently has executive Directors, namely Mr. Kingsley Leung and Mr. Chen, of which Mr. Kingsley Leung is a substantial Shareholder and would provide (if so required) such resources within his means to support the development of the business of the Group, and that Mr. Chen is a key management of the Group responsible for the Group’s strategic development, in particular strengthening the commercial platform and investor relations. For the smooth execution of the Group’s business plan, Mr. Chen would be physically present in the Group’s PRC head office to assist the executive team to closely monitor and able to have a deep understanding of the Group and its business, which would benefit the business operation execution and business development of the Group as a whole. Furthermore, Mr. Chen has an extensive network in both security market of PRC and Singapore and he has strong experience in leading investor relations initiatives that target both institutional and retail investors. As such, the Company considers that it is beneficial to the Group to secure the services of Mr. Chen for a relatively longer period so as to maintain a stable management team to execute and solidify the development strategy of the Group. Based on the understanding and estimation of the management, taking into account of the simulation results

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LETTER FROM THE BOARD

of the Group’s pipeline products lifecycle, sales and marketing plan, market trend and human resources strategy, it is expected that an execution time of five years would be a fair view to carry out the Group’s development strategy to achieve the intended results. Given the crucial role of Mr. Chen in ensuring that such development strategy of the Group could be sustained and solidified, by having the Director’s Term of five years to secure Mr. Chen for a longer period, the Board is of the view that having the appointment of Mr. Chen under the Service Agreement for the Director’s Term of five years would be beneficial to the long-term development of the Group and is fair and reasonable and in the interest of the Company and Shareholders as a whole.

Service Shares Issue

Pursuant to the Service Agreement, Mr. Chen was entitled to a monthly salary of HK$50,000 and an annual discretionary bonus to be determined by the Board.

In addition, under the terms of the Service Agreement, for every 12 months in which Mr. Chen served as an executive Director, the Company will, as additional benefit and free of payment by Mr. Chen, within 3 months after the end of each such 12 months in which Mr. Chen served as an executive Director, allot and issue 15,000,000 Service Shares to Mr. Chen. Mr. Chen shall not be entitled to any pro rata entitlement of the relevant Service Shares in the event he failed to serve as an executive Director for each such 12 months in full.

The Service Shares Issue is subject to the fulfilment of the following conditions precedent on or before the Long Stop Date:

• (a) the Company having obtained all necessary consents and approvals in connection with the Service Shares Issue (including but not limited to the Shareholders having passed the necessary resolution at an extraordinary general meeting of the Company); and

• (b) the Stock Exchange granting the listing of, and permission to deal in, the Service Shares.

The above conditions precedent are not capable of being waived by any parties to the Service Agreement. If they are not satisfied by the Long Stop Date, no Service Shares will be allotted and issued to Mr. Chen, and the other terms of the Service Agreement shall continue to apply.

As at the Latest Practicable Date, none of the above conditions precedent had been fulfilled.

– 6 –

LETTER FROM THE BOARD

In the event that Mr. Chen completed the entirety of the Director’s Term (assuming the Director’s Term has been approved by the Shareholders at the EGM), a total of 75,000,000 Service Shares will be allotted and issued to Mr. Chen. The 75,000,000 Service Shares represent (i) approximately 1.46% of the issued share capital of the Company as at the Latest Practicable Date; and (ii) approximately 1.44% of the issued share capital of the Company as enlarged by the allotment and issue of the Service Shares (assuming that there is no other change to the share capital of the Company prior to allotment and issued of all such Service Shares).

The number of the Service Shares shall be adjusted, pro rata, in the event of any change in nominal value of the Shares as a result of any consolidation or sub-division.

The Service Shares will be issued pursuant to the Specific Mandate to be sought from the Shareholders at the EGM. Application will be made to the Stock Exchange for the listing and dealing of the Service Shares. The Service Shares to be allotted and issued shall rank pari passu among themselves and with all Shares in issue on the date of each allotment and issue of such Service Shares.

The remuneration policy of the Group is to attract and retain talent by adopting competitive remuneration package for its employees, and to reward its employees based on individual performance, qualifications and competence displayed. In addition to salary, share options may also be granted to eligible participants including employees and directors of members of the Group. Mr. Chen’s remuneration is determined with reference to his responsibilities, the Company’s remuneration policy and the prevailing market conditions. In considering the remuneration package of Mr. Chen, the Board has taken into account both the cash portion and Service Shares portion as a whole, and with reference to the then prevailing trading of the Shares at the time of the entering into of the Service Agreement at the range of approximately HK$0.150 per Share, assuming Mr. Chen has completed a 12 month period of the Director’s Term pursuant to the Service Agreement and other factors remain unchanged, the annual remuneration of Mr. Chen would be approximately HK$2,850,000 in monetary terms. The Board has compared to market comparables of senior management’s remuneration in the life sciences industries and/or the healthcare sector in the PRC and materials published by reputable international and PRC human resources solutions and recruitment consulting services providers.

– 7 –

LETTER FROM THE BOARD

The remuneration committee (‘‘Remuneration Committee’’) of the Board, under its terms of reference, has reviewed and discussed the proposed remuneration package of Mr. Chen under the Service Agreement prior to Mr. Chen’s appointment as an executive Director and vicechairman. In assessing the remuneration package of Mr. Chen prior to his appointment, the Remuneration Committee has considered the background, qualifications, proposed responsibilities of Mr. Chen as an executive Director and vice-chairman, and was of the view that although the issue of award shares to employees/directors is not explicitly referred to in the remuneration policy of the Group, the proposed remuneration structure of Mr. Chen under the Service Agreement, comprising both cash and issue of Service Shares, was in line with the remuneration policy in its purpose is to attract and retain employees/management with both cash and equity in nature, based on their qualifications, responsibilities and performance, and as such the proposed remuneration package and structure of Mr. Chen is fair and reasonable and resolved to recommended the same to the Board for consideration and approval.

Taking into account that (1) Mr. Chen’s background and working experience; (2) the proposed role of Mr. Chen in the Group’s five year business plan to sustain and solidify the Group’s development strategy forward; (3) Mr. Chen would be stationed in the Group’s PRC head office to carry out his duty on the Group’s PRC commercial platform; and (4) that the proposed remuneration package of Mr. Chen in monetary terms falls within the range of market comparables of senior management’s remuneration in the life sciences industries and/or the healthcare sector in the PRC; the Board is of the view that the proposed remuneration package of Mr. Chen and the terms of the Service Agreement are fair and reasonable and in the interests of the Company and the Shareholders as a whole. As more particular explained in the section headed ‘‘Reasons for and benefits of the Director’s Term and the Service Shares Issue’’ in this Letter from the Board below, the Company believes that Mr. Chen’s experiences in investor relations, corporate management and capital market would help improving the Company’s investor relations and assist the Group in executing its strategy to establishing a strong positioning of the Group’s securities within the secondary market. In addition to cash, the Board is of the view that the Service Shares Issue could help motivate Mr. Chen for his contribution to the growth of the Group as it is considered that the trading prices of the Shares can more or less reflect the Group’s performance. It was noted that a number of companies whose shares are listed on the Stock Exchange had granted award shares to their directors, and as such, the Board considers that with a combination of cash and issue of the Service Shares as remuneration, the Company could attract and motivate Mr. Chen to participate in, and contribute to, the future development and growth of the Group and therefore recommended such remuneration package and structure.

As at the Latest Practicable Date, Mr. Chen was interested in 315,955,516 Shares. Save for the above and the Service Shares which may be allotted and issued to him as elaborated above, Mr. Chen did not have any interests in the Shares within the meaning of Part XV of the SFO.

– 8 –

LETTER FROM THE BOARD

BIOGRAPHY OF MR. CHEN

Mr. Chen, aged 47, was appointed as an executive Director, vice-chairman of the Board and one of authorised representative(s) of the Company under the Listing Rules with effect from 13 January 2017. Mr. Chen obtained an Executive Master’s Degree in Business Administration (major in China-America Finance) from Peking University and a Master’s Degree in Business Administration from the National University of Singapore. Mr. Chen has over 20 years of experience in enterprise management, capital market and merger and acquisition. He had been the chairman, chief executive officer, executive director and vice-chairman of China Everbright Water Limited (formerly known as HanKore Environment Tech Group Limited) from May 2011 to February 2016, the shares of which are listed on the Main Board of the Singapore Exchange Limited and the sole water business platform of China Everbright Group Ltd. He is currently the executive partner of a Chinese equity investment fund and the chairman of a Singapore capital management company.

As at the Latest Practicable Date, save as disclosed above, Mr. Chen (i) did not hold other positions with the Company or other members of the Group; (ii) did not hold any other major appointments and professional qualifications; and (iii) did not hold any directorship in other public companies the securities of which are listed on any securities market in Hong Kong or overseas in the last three years. Mr. Chen does not have any relationship with any Director, senior management, substantial shareholders or controlling shareholders (having the meaning ascribed to it in the Listing Rules).

REASONS FOR AND BENEFITS OF THE DIRECTOR’S TERM AND THE SERVICE SHARES ISSUE

The Group is principally engaged in the research, development, manufacture and commercialisation of biopharmaceuticals through recombinant DNA and other technologies, focused on addressing high unmet medical needs in diseases such as diabetes, ophthalmology and dermatology via the development and commercialisation of innovative therapies. The PRC is the Group’s principal market. In view of the supporting policies as promulgated by the PRC Government, increasing health awareness amongst the public, China’s aging population and an increase in healthcare access, the Group will strive to ensure that it is well positioned to be successful and sustainable to the pharmaceutical and healthcare industry in the PRC. In this regard, the Group has formulated an ambitious five year business plan and target to (1) enhance on the commercial platform and achieve larger market shares of each of the Group’s existing product within five years; (2) set a new strategic plan for research and development of the Group by strengthening the research and development team and seeking for potential government subsidy support; (3) achieve a break even such that revenue from the existing products of the Group could sustain and support the research and development expenses of the pipeline products of the Group; and (4) to raise the awareness and reputation of the Group in the PRC and expand

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LETTER FROM THE BOARD

the Group’s investor base. With the appointment of Mr. Chen, who has over 20 years of experience in enterprise management, capital market and merger and acquisition in the PRC, as an executive Director and vice-chairman of the Board, it is believed that Mr. Chen will assist the Board in leading investor relations of the Group in the PRC, managing senior executives in the commercial platform of the Group, and coordinating the sales and marketing strategy to further develop the growth potential of the Group. In this regard, the Board is of the view that having a Director’s Term for Mr. Chen of a relatively longer period will allow the Group to have a more stable management team to execute and solidify the Group’s development strategy.

Over the past two years, the Group has strived to establishing a strong positioning of the Group’s securities within the secondary market. With an aim to capturing the attention of institutional investors and increasing the Group’s chances in entering into certain important small cap indexes, such as Heng Sang Small Cap index and Shenzhen-HK connect, the Group has, among other things, established a new investor relations department and working with public relationship agencies in Hong Kong and the PRC to specifically tackle these challenges to expand the Group’s investor base to the PRC. The Company is of the view that execution of this strategy is key to the Group’s success in the future. In this regard, Mr. Chen has strong experience in leading investor relations initiatives that target both PRC institutional and retail investors. The Directors are of the view that the Service Shares Issue can provide an incentive which directly ties Mr. Chen’s compensation with the results of the PRC investor relations initiative and giving him the motivation to achieve the best result for the Group.

The Company has considered other alternative benefits, including additional cash payment and grant of share options, as compared to the Service Shares, as part of the remuneration package to Mr. Chen. Nonetheless, the Directors are of the view that additional cash payment in lieu of the Services Shares Issue would not be preferable since cash payment would incur cash outflow by the Company and would not serve the purpose of giving rewards in equity form to incentivise Mr. Chen in further improving the performance of the Company. Moreover, as compared to granting of share options, the Company considered that by way of the Service Shares Issue as part of the remuneration to Mr. Chen, would be attractive to Mr. Chen as he can enjoy the economic benefits by directly obtaining the Service Shares, whereas by way of granting of share options, Mr. Chen would need to exercise the options which would involve upfront cash payment by Mr. Chen. The Directors are of the view that given the trading prices of the Shares can more or less reflect the performance of the Group, with the Service Shares Issue, Mr. Chen could be motivated to improve the performance of the Group and the value of the Company as his economic benefits to be derived from the Service Shares shall have a direct correlation with the performance and share price of the Company, and hence under the Service Agreement, there were no performance targets imposed on as a condition to the issue of the Service Shares. Based on the above, the Service Shares Issue can serve its purpose to motivate Mr. Chen to participate in, and contribute to, the future development and growth of the Group with minimal cash outflow by the Company.

– 10 –

LETTER FROM THE BOARD

Based on the number of a total of 75,000,000 Service Shares to be allotted and issued in the event that Mr. Chen completed the entirety of the Director’s Term (assuming that it has been approved by the Shareholders at the EGM) and assuming that there is no change in the issued share capital of the Company from the Latest Practicable Date up to the allotment and issue of all such Service Shares, the number of Shares in issue will increase from 5,137,488,147 Shares to 5,212,488,147 Shares and the shareholding of Independent Shareholders would be diluted from approximately 51.26% to approximately 50.52%, representing a dilution effect of approximately 1.44% as a result of the issue of the Service Shares. Given that (i) the allotment and issue of all the Service Shares would take a total of five years to complete; (ii) the total number of such Service Shares would only be allotted and issued in the event that Mr. Chen completed the entirety of the Director’s Term; and (iii) the dilution effect on the shareholdings of the existing public Shareholders is relatively immaterial, the Directors (including the independent nonexecutive Directors after taking into account the advice of the Independent Financial Adviser) consider that the Service Shares Issue and its dilution effect on the shareholdings of the existing Shareholders is fair and reasonable so far as the Independent Shareholders are concerned.

The terms of the Service Agreement were determined after arm’s length negotiations between the parties thereto and the Directors are of the view that the Service Agreement, the Director’s Term and the Service Shares Issue including the grant of the Specific Mandate are fair and reasonable and in the interests of the Company and the Shareholders as a whole.

SHAREHOLDING STRUCTURE OF THE COMPANY

For illustrative purpose only, the table below sets out the shareholding structure of the Company as at the Latest Practicable Date, and the shareholding structure of the Company immediately upon the allotment and issue of all the Service Shares in the event Mr. Chen completed the entirety of the Director’s Term pursuant to the Service Agreement (assuming there is no further issue or repurchase of Shares from the Latest Practicable Date up to and including the allotment and issue of all such Service Shares):

Shareholders Lord Profit Limited (Note 1) Automatic Result Limited (Note 2) Mr. Chen (Note 3) Overseas Capital Assets Limited (Note 4) Public Shareholders Total	As at the Latest Practicable Date Number of Shares % 914,576,016 17.80 616,301,016 12.00 315,955,516 6.15 657,180,000 12.79 2,633,475,599 51.26 5,137,488,147 100.00	Immediately after the allotment and issue of all the Service Shares Number of Shares % 914,576,016 17.55 616,301,016 11.82 390,955,516 7.50 657,180,000 12.61 2,633,475,599 50.52 5,212,488,147 100.00	Immediately after the allotment and issue of all the Service Shares Number of Shares % 914,576,016 17.55 616,301,016 11.82 390,955,516 7.50 657,180,000 12.61 2,633,475,599 50.52 5,212,488,147 100.00
			100.00

– 11 –

LETTER FROM THE BOARD

Notes:

1. Lord Profit Limited is wholly owned by Mr. Kingsley Leung, an executive Director and chairman of the Board.

2. Automatic Result Limited is wholly owned by MJKPC Holdings Limited, which is a family trust which Mr. Kingsley Leung is one of the discretionary objects.

3. Mr. Chen is an executive Director and vice chairman of the Board.

4. Based on the notice of disclosure of interest of Overseas Capital Assets Limited dated 19 June 2014.

5. Certain percentage figures included in the above tables have been subject to rounding adjustments. Accordingly, figures shown as totals may not be an arithmetic aggregation of the figures preceding them.

IMPLICATIONS UNDER THE LISTING RULES

As the duration of the Director’s Term may exceed three years, the Service Agreement and the Director’s Term is subject to prior approval of the Shareholders in a general meeting (at which the relevant Director and his associates shall not vote on the matter) under Rule 13.68 of the Listing Rules.

In view of the fact that Mr. Chen has been appointed as an executive Director, Mr. Chen is a connected person of the Company and the proposed allotment and issue of the Service Shares to Mr. Chen under the terms of the Service Agreement constitutes a connected transaction under Chapter 14A of the Listing Rules. The Service Shares Issue, including the grant of the Specific Mandate, is subject to the reporting, announcement and the Independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules.

None of the Directors, at the time of considering the appointment of Mr. Chen as an executive Directors, had material interests in the transactions contemplated under the Service Share Issue and accordingly, no Director was required to abstain on the resolutions at the Board meeting held to approve the Service Agreement and the transactions contemplated thereunder.

EGM

The EGM will be held at 11:00 a.m. on Friday, 23 June 2017 at Room 2401-2, 24/F, Admiralty Centre I, 18 Harcourt Road, Hong Kong for the Shareholders to consider and, if thought fit, approving the Service Agreement, the Director’s Term and the Service Shares Issue including the grant of the Specific Mandate. In compliance with the Listing Rules, the resolution will be voted on by way of a poll at the EGM.

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LETTER FROM THE BOARD

To the best knowledge of the Directors, save that Mr. Chen, who as at the Latest Practicable Date held 315,955,516 Shares representing approximately 6.15% of the issued share capital of the Company, and his associates are required to abstain from voting on the resolutions to be proposed at the EGM, no Shareholder had a material interest in the Service Agreement, the Director’s Term and the Service Shares Issue and no other Shareholder would be required to abstain from voting at the EGM in respect of the resolutions relating to the Service Agreement, the Director’s Term and the Service Shares Issue including the grant of the Specific Mandate.

Whether or not you are able to attend the meeting, you are requested to complete and return the accompanying form of proxy in accordance with the instructions printed thereon 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 to the office of the Company’s branch share registrar and transfer office in Hong Kong, Tricor Abacus Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong. Completion and return of the form of proxy will not preclude you from attending and voting in person at the meeting or any adjournment thereof should you so wish, and in such event, the instrument appointing a proxy shall be deemed to be revoked.

RECOMMENDATION

The Independent Board Committee comprising all of the independent non-executive Directors has been established to advise and provide recommendation to the Independent Shareholders on the Service Agreement and the Service Shares Issue and the transactions contemplated thereunder and to advise the Independent Shareholders on how to vote. In this connection, Hercules Capital Limited has been appointed as the Independent Financial Adviser to advise the Independent Board Committee and the Independent Shareholders as to whether the Service Agreement and the Service Shares Issue, including the grant of the Specific Mandate, are fair and reasonable and are in the interests of the Company and the Shareholders as a whole, and to advise the Independent Shareholders on how to vote.

The Directors (including independent non-executive Directors after taking into account the advice of the Independent Financial Adviser) believe that the terms of the Service Agreement and the Service Shares Issue, including the grant of the Specific Mandate, are fair and reasonable and are in the interests of the Company and the Shareholders as a whole. Accordingly, the Directors (including independent non-executive Directors after taking into account the advice of the Independent Financial Adviser) recommend the Independent Shareholders to vote in favour of the resolution to approve the Service Agreement and the Service Shares Issue including the grant of the Specific Mandate at the EGM.

The Directors (including the independent non-executive Directors) also believe that the Director’s Term is fair and reasonable and are in the interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend the Shareholders to vote in favour of the resolution to approve the Director’s Term at the EGM.

– 13 –

LETTER FROM THE BOARD

Shareholders are advised to read carefully the letter from the Independent Board Committee on page 15 of this circular. The Independent Board Committee, having taken into account the advice of the Independent Financial Adviser, the text of which is set out on pages 16 to 24 of this circular, considers that terms of the Service Agreement and the allotment and issue of the Service Shares under the Specific Mandate are fair and reasonable insofar as the Company and the Independent Shareholders are concerned. Accordingly, the Independent Board Committee recommends the Independent Shareholders to vote in favour of the resolutions to approve the Service Agreement, the Service Shares Issue and the grant of the Specific Mandate and the transactions contemplated thereunder at the EGM.

ADDITIONAL INFORMATION

Your attention is drawn to the additional information set out in the Appendix to this circular.

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

– 14 –

LETTER FROM THE INDEPENDENT BOARD COMMITTEE

The following is the text of the letter from the Independent Board Committee setting out its recommendation to the Independent Shareholders in relation to Service Shares Issue and the grant of the Specific Mandate.

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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)

8 June 2017

To the Independent Shareholders

Dear Sir or Madam,

CONNECTED TRANSACTION:

ISSUE OF SERVICE SHARES UNDER SPECIFIC MANDATE

We refer to the circular of the Company dated 8 June 2017 (‘‘Circular’’) of which this letter forms part. Unless the context specifies otherwise, capitalised terms used herein have the same meanings as defined in the Circular.

We have been appointed by the Board to advise the Independent Shareholders as to whether the Service Agreement and the Service Shares Issue, including the grant of the Specific Mandate, are fair and reasonable insofar as the Independent Shareholders are concerned. Hercules Capital Limited has been appointed as the Independent Financial Adviser to advise you and us in this respect.

Having taken into account the principal reasons and factors considered by, and the advice of, the Independent Financial Adviser as set out in its letter of advice to you and us on pages 16 to 24 of the Circular, we are of the opinion that terms of the Service Agreement and the allotment and issue of the Service Shares under the Specific Mandate are fair and reasonable insofar as the Company and the Independent Shareholders are concerned, and are in the interests of the Company and the Shareholders as a whole. Accordingly, we recommend the Independent Shareholders to vote in favour of the ordinary resolutions to be proposed at the EGM to approve the Service Agreement, the Service Shares Issue and the grant of the Specific Mandate and the transactions contemplated thereunder.

Yours faithfully,

For and on behalf of the Independent Board Committee

Dr. Carl Aslan Jason Morton Firth Mr. Zhao Zhi Gang Mr. Chow Kai Ming Independent non-executive Independent non-executive Independent non-executive Director Director Director

• For identification purpose only

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

The following is the full text of a letter of advice from the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders in respect of the Service Shares Issue and the grant of the Specific Mandate for the purpose of inclusion in this circular.

1503 Ruttonjee House 11 Duddell Street Central Hong Kong

8 June 2017

To the Independent Board Committee and Independent Shareholders

Dear Sirs,

CONNECTED TRANSACTION ISSUE OF SERVICE SHARES UNDER SPECIFIC MANDATE

INTRODUCTION

We refer to our engagement as the independent financial adviser to advise the Independent Board Committee and the Independent Shareholders with respect to the Service Shares Issue and the grant of the Specific Mandate, details of which are set out in the letter from the Board contained in the Company’s circular dated 8 June 2017 to the Shareholders (the ‘‘Circular’’), of which this letter forms part. Capitalized terms used in this letter have the same meanings as defined elsewhere in the Circular unless the context requires otherwise.

On 13 January 2017, the Company entered into the Service Agreement to appoint Mr. Chen as an executive Director and Vice-Chairman of the Board. Pursuant to the Service Agreement, Mr. Chen is entitled to, among others, 15,000,000 Service Shares for every 12 months in which Mr. Chen served as an executive Director.

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

Mr. Chen, being an executive Director, is a connected person of the Company. Accordingly, the proposed allotment and issue of the Service Shares to Mr. Chen under the terms of the Service Agreement constitutes a connected transaction under Chapter 14A of the Listing Rules. The Service Shares Issue, including the grant of the Specific Mandate, is subject to the reporting, announcement and the Independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules. The EGM will be convened for the Independent Shareholders to consider and, if thought fit, approving the Director’s Term, the Service Shares Issue and the grant of the Specific Mandate by way of poll. As at the Latest Practicable Date, Mr. Chen held 315,955,516 Shares, representing approximately 6.15% of the issued share capital of the Company. By virtue of his interest in the Service Shares Issue and the grant of the Specific Mandate, Mr. Chen and his associates are required to abstain from voting on the relevant resolutions at the EGM. Save as disclosed above, to the best knowledge of the Directors, no other Shareholders had a material interest in the Service Shares Issue and grant of the Specific Mandate, and no other Shareholders would be required to abstain from voting at the EGM in respect of the resolutions relating to the Service Shares Issue and the grant of the Specific Mandate.

The Independent Board Committee, comprising Mr. Carl Aslan Jason Morton Firth, Mr. Zhao Zhi Gang and Mr. Chow Kai Ming, all are independent non-executive Directors, has been established to advise the Independent Shareholders as to whether the Service Shares Issue are on normal commercial terms and in the ordinary and usual course of business of the Group, fair and reasonable so far as the Independent Shareholders are concerned and in the interests of the Company and Shareholders as a whole. We, Hercules Capital Limited, have been appointed to advise the Independent Board Committee and the Independent Shareholders on the fairness and reasonableness of the Service Shares Issue and the grant of the Specific Mandate and how to vote on the resolutions to be proposed at the EGM.

We are not associated with the Company, Mr. Chen and their respective associates and do not have any shareholding in any member of the Group or right (whether legally enforceable or not) to subscribe for, or to nominate persons to subscribe for, securities in any member of the Group. We have not acted as a financial adviser or an independent financial adviser to the Company and its associates in the past two years. Apart from normal professional fees payable to us in connection with this appointment, no arrangements exist whereby we will receive any fee or benefit from the Company, Mr. Chen and their respective associates. We were not aware of any relationship or interest between us and the Company or any other parties that could be reasonably regarded as a hindrance to our independence as defined under Rule 13.84 of the Listing Rules to act as an independent financial adviser to the Independent Board Committee and the Independent Shareholders.

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

BASIS OF OUR OPINION

In formulating our opinion and recommendation, we have relied on the information and representations supplied, and the opinions expressed, by the Directors and management of the Company and have assumed that such information and statements, and representations made to us or referred to in the Circular are true, accurate and complete in all material respects as of the date hereof and will continue as such at the date of the EGM. The Directors have collectively and individually accepted full responsibility for the Circular, including particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Group and having made all reasonable enquiries have confirmed that, to the best of their knowledge and belief, the information contained in the 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 in the Circular misleading.

We consider that we have reviewed sufficient information to reach an informed view, to justify reliance on the accuracy of the information contained in the Circular and to provide a reasonable basis for our recommendation. We have no reasons to suspect that any material information has been withheld by the Directors or management of the Company, or is misleading, untrue or inaccurate, and consider that such information may be relied upon in formulating our opinion. We have not, however, for the purpose of this exercise, conducted any independent detailed investigation or audit into the businesses or affairs or future prospects of the Group and the related subjects of, and parties to, the Service Agreement. Our opinion is necessarily based on the financial, economic, market and other conditions in effect and the information made available to us as at the Latest Practicable Date. Shareholders should note that subsequent developments (including any material change in market and economic conditions) may affect and/or change this opinion and that we do not have any obligation to update, revise or reaffirm this opinion.

PRINCIPAL FACTORS AND REASONS CONSIDERED

The principal factors and reasons that we have taken into consideration in assessing the Service Shares Issue and arriving at our opinion are set out as follows:

1. Background information of the Group and Mr. Chen

The Group is principally engaged in the research, development, manufacture and commercialization of biopharmaceuticals through recombinant DNA and other technologies, focused on addressing high unmet medical needs in diseases such as diabetes, ophthalmology and dermatology via the development and commercialization of innovative therapies in the PRC.

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

With reference to the announcement of the Company dated 13 January 2017, Mr. Chen has been appointed as an executive Director, vice-chairman of the Board and one of the Authorised Representatives with effect from 13 January 2017. Mr. Chen obtained an Executive Master’s Degree in Business Administration (major in China-America Finance) from Peking University and a Master’s Degree in Business Administration from the National University of Singapore. He has over 20 years of experience in enterprise management, capital market and merger and acquisition. Prior to the appointment as an Director, Mr. Chen was the Chairman, Chief Executive Officer, executive director and Vice-Chairman of China Everbright Water Limited (formerly known as HanKore Environment Tech Group Limited), the shares of which are listed on the Main Board of Singapore Exchange Limited and being the sole water business platform of China Everbright Group Ltd, from May 2011 to February 2016. Mr. Chen is the executive partner of a Chinese equity investment fund and the Chairman of a Singapore capital management company.

We have reviewed the Service Agreement and discussed with management of the Company regarding the responsibilities of Mr. Chen in the Group and noted that Mr. Chen is principally responsible for, among others, leading investor relations in the PRC, managing the commercial platform and formulating sales and marketing strategy of the Group. The Company has confirmed that there are no potential conflict of interests between Mr. Chen’s role as a Director and his positions in an equity investment fund and a capital management company.

Having considered Mr. Chen’s responsibilities in the Group and his experiences in the PRC’s capital market, the Company considers Mr. Chen possesses the qualifications and expertise to act as an executive Director and a key management for the business and operation of the Group and he would contribute to the Group, particularly in the areas of investor relations and commercial platform, by building a broad network and accelerating the expansion of the business in the PRC.

2. Reasons for Director’s term and the the Service Shares Issue

According to the strategic plan of the Group as set out in the annual report of the Company for the year ended 31 December 2016, it is one of the Group’s priorities to expand its commercial platform in preparation for the launch of new next generation products. Meanwhile, the Group pursues to strengthen its investor relations function to enhance the communications with investors so as to enable them to have better understanding on the Group’s high-tech products. The Company also stated in the annual report that with the aging population of the PRC and the increasing health awareness amongst the public, the Group considers that there are attractive business opportunities in the PRC’s healthcare industry while the uncertainty of access to liquidity from the capital markets is a potential challenge if fund raising is ever required by the Company.

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

We further understand from management of the Company that being a small cap company (market capitalization of the Company amounted to approximately HK$694 million as at the Latest Practicable Date), it is challenging for the Company to increase its trading volume and establish a strong positioning within the secondary market. In order to tackle the challenges, the Company has established an investor relations department and working with public relations agencies in Hong Kong and the PRC over the last two years aiming to enhance its public awareness and increase the value of the Company. The Company considers having a higher market capitalisation would attract institutional investors to invest in the Company and increase the chance of the Company to enter into small cap indexes such as Hang Seng Small Cap index while Shenzhen-HK connect would also expand its investor base to the PRC. The Company believes that Mr. Chen’s experiences in investor relations, corporate management and capital market would help improving the Company’s investor relations and further develop the growth potential of the Group. Since Mr. Chen is a key management of the Group responsible for the Group’s strategic development, in particular strengthening the commercial platform and investor relations, the Company considers that it is beneficial to the Group to secure Mr. Chen’s employment for a relatively longer period so as to maintain a stable management team to execute and solidify the development strategy of the Group. With reference to the Service Agreement, both parties to the Service Agreement can terminate the Service Agreement by serving a written notice to the counterparty by not less than 3 months in advance while the Company has the rights to terminate the Service Agreement with immediate effect by serving a written notice to Mr. Chen in certain circumstances as set out in the Service Agreement. Given the Director’s term of five years can secure the employment of Mr. Chen for a longer period, which is beneficial to the long-term development of the Group and the Company has the rights to terminate the Service Agreement if necessary, we concur with the view of the Company that it is fair and reasonable and in the interest of the Company and Shareholders as a whole to have a Director’s service term of five years.

According to the Company, the purpose of Service Shares Issue is to motivate the contribution of Mr. Chen and help the Group in retaining valuable personnel by providing Mr. Chen with a direct economic interest in attaining the long-term business objectives of the Group. We noted that there are no performance targets imposed on the issue of the Service Shares. Management of the Company advised us that the Company considers the trading prices of the Shares can more or less reflect the performance of the Group. With the Service Shares Issue, Mr. Chen shall be motivated to improve the performance of the Group and the value of the Company as his economic benefits to be derived from the Service Shares shall have a direct correlation with the performance and share price of the Company. Based on the above, we concur with the view of the Company that the issue of the Service Shares can serve its purpose to motivate Mr. Chen for his contribution to the growth of the Group even no specific performance targets were set. We have discussed with management of the Company and understand that the Company has considered other alternatives to reward Mr. Chen, including additional cash payment and grant of share options. However, as additional cash payment will incur cash outflow by the Company and it cannot serve the

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

purpose of giving rewards in equity form to incentivize Mr. Chen in further improving the performance of the Company, the Company considers that additional cash payment is not a preferable means for rewarding Mr. Chen. Meanwhile, as compared to the granting of share options, the Company considers that the Service Shares Issue is more attractive to Mr. Chen as he can enjoy the economical benefits more directly by realizing the Shares anytime after obtaining such Service Shares. On the other hand, it may take more time for Mr. Chen to exercise the options and obtain the Shares before he can realize them and it will involve an upfront cash payment by Mr. Chen for exercising the options. Given the Company intends to attract, motivate and retain Mr. Chen to participate in, and contribute to, the future development and growth of the Group with minimal cash outflow by the Company, the Company considers, and we concur with its view, that the Service Shares Issue is an appropriate means to award Mr. Chen as part of his remuneration package.

The remuneration policy of the Group is to attract and retain top talent by adopting competitive remuneration package, including cash and equity in nature, for its employees, and to reward its employees based on individual performance, qualifications and competence displayed. Share options may also be granted to eligible participants including employees and directors. We understand from management of the Company that with the objective to recognize and reward the contribution of its employee to the growth and development of the Group, to give incentives to retain them for the Group’s continual operation and development and to attract suitable personnel for further development of the Group, the Company intends to set a clear guideline and update to the existing remuneration policy to include issue of Shares to its employees (including directors) as part of their remuneration package. Given that the purposes of the Service Shares Issue are in agreement with the main objectives of the remuneration policy of the Group of attracting and retaining employees, and the Company has current intention to formally include issue of award shares to employees in its remuneration policy, we consider that the remuneration structure of Mr. Chen comprising both cash and issue of Service Shares is in line with the Group’s remuneration policy although issue of award shares to employees/directors is not explicitly included in the remuneration policy at the moment.

We have conducted a research on the website of the Stock Exchange and have, to our best knowledge, noted that 29 companies (the “Comparables”) listed on the Stock Exchange had announced granting of award shares to their directors during the period from 14 January 2016, being 12 months preceding 13 January 2017, being the date of the Service Agreement, to 13 January 2017. Given that a number of companies listed on the Stock Exchange had granted award shares to their directors, we consider that it is normal for position of this kind to receive shares as part of the remuneration package.

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

We further noted that 4 out of the 29 Comparables have not mentioned about the vesting period of their award shares in the relevant announcements and/or circulars. Among the remaining 25 Comparables, 18 of which (approximately 72%) have a vesting period from nil to 1 year for part or all of the award shares. Given that a large proportion of the Comparables have award shares with a vesting period of one year or less and the Service Shares proposed by the Company in effect have a vesting period of one year as Mr. Chen shall be entitled to a batch of Service Shares only for every 12 months in which Mr. Chen served as an executive Director, we consider that the vesting period of the Service Shares are in line with the general market practice.

Having considered the reasons and factors mentioned above and that the Service Shares Issue forms part of the remuneration package of Mr. Chen, we consider that the Service Shares Issue is conducted in the ordinary and usual course of business of the Group and in the interests of the Company and the Shareholders as a whole.

3. Principal terms of the Service Shares Issue

Pursuant to the Service Agreement, Mr. Chen is entitled to a monthly salary of HK$50,000 and an annual discretionary bonus to be determined by the Board for a term of: (a) 5 years commencing on 13 January 2017 in the event that the Company has obtained the necessary approval(s) under the Listing Rules (including Shareholders’ approval) on or before the Long Stop Date; or (b) 3 years commencing on 13 January 2017 in the event that the Company has not obtained the necessary approval(s) under the Listing Rules (including Shareholders’ approval) on or before the Long Stop Date. Mr. Chen is subject to retirement and re-election in accordance with the articles of association of the Company. Furthermore, for every 12 months in which Mr. Chen served as an executive Director, the Company will, as additional benefit and free of payment by Mr. Chen, within 3 months after the end of each such 12 months in which Mr. Chen served as an executive Director, allot and issue 15,000,000 Service Shares to Mr. Chen. Mr. Chen shall not be entitled to any pro rata entitlement of the relevant Service Shares in the event he fails to serve as an executive Director for each such 12 months in full. The Service Shares Issue is subject to the Company having obtained all necessary consents and approvals in connection with the Service Shares Issue (including but not limited to the Shareholders having passed the necessary resolution at an extraordinary general meeting of the Company) and the Stock Exchange having granted the listing of, and permission to deal in, the Service Shares, on or before the Long Stop Date.

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

In the event that Mr. Chen completes the whole Director’s Term (assuming the Director’s Term has been approved by the Shareholders at the EGM), a total of 75,000,000 Service Shares, representing approximately 1.46% of the issued share capital of the Company as at the Latest Practicable Date and approximately 1.44% of the issued share capital of the Company as enlarged by the allotment and issue of the Service Shares (assuming that there are no other changes in the issued share capital of the Company between the Latest Practicable Date and the date of the allotment and issue of all the Service Shares), will be allotted and issued to Mr. Chen. Based on the closing price of the Shares of HK$0.158 each on the date of the Service Agreement, the aggregate market value of the Service Shares amounted to HK$11.85 million assuming the Director’s Term has been approved by the Shareholders at the EGM. Mr. Chen’s remuneration was determined with reference to his responsibilities, the Company’s remuneration policy and the prevailing market conditions.

In order to assess the fairness and reasonableness of the terms of the Service Shares Issue, we have compared the annual remuneration level of Mr. Chen with the prevailing market rate. According to ‘‘Kelly Services China Salary Guide 2017’’ issued by Kelly Services, a Fortune 500 company listed in NASDAQ providing human resources solutions and workforce management solutions which is independent of the Group, the hiring activities fluctuated within the PRC’s pharmaceutical sector of the healthcare and life science industry in 2016. With more stringent regulations imposed by the PRC government, pharmaceutical and medical device companies are focusing on setting up strong medical and compliance teams and the hiring of sales roles decreased while medical or professional education, bidding, market access, regulatory affairs, and compliance were highly sought. Professionals among the industry typically received salary increments of 20% to 25% for changing jobs while the employers normally offered 5% to 10% annual salary increment to retain talents. Kelly Services expects that hiring levels of the healthcare industry in 2017 will remain consistent with 2016 and personnel regarding strategy planning, government affairs, regulatory affairs and research and development functions will continue to be in demand and companies would focus on retaining talent and reducing turnover rate. The report also stated that the annual salary of general management in pharmaceutical industry with over 15 years of experience and bachelor degree ranging from RMB2 million and RMB4 million (excluding bonus, allowance and other benefits).

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

Having considered the hypothetical annual salary of Mr. Chen in the amount of HK$2.97 million (equivalent to approximately RMB2.63 million), calculated based on a monthly salary of HK$50,000 and the market value of 15,000,000 Service Shares to be allotted and issued for every 12 months in which Mr. Chen served as an executive Director of approximately HK$2.37 million as at the date of the Service Agreement, falls within the range of the annual salary of general management in the pharmaceutical industry in the PRC, the reasons for the Service Shares Issue and the fact that the Service Shares will only be issued to Mr. Chen for every 12 months in which he served as an executive Director, we consider that the terms of the Service Shares Issue are fair and reasonable so far as the Independent Shareholders are concerned and it is on normal commercial terms.

4. Potential dilution to the shareholdings of the existing public Shareholders

As at the Latest Practicable Date, Mr. Chen was interested in 315,955,516 Shares, representing approximately 6.15% of the total issued share capital of the Company. Assuming there would be no changes in the issued share capital of the Company after the Latest Practicable Date and upon allotment and issue of all the Service Shares, Mr. Chen will be interested in a total of 390,955,516 Shares, representing approximately 7.50% of the issued share capital of the Company as enlarged by the allotment and issue of all the Service Shares.

Given that the dilution effect on the shareholdings of the existing public Shareholders is immaterial and the reasons for, and the terms of, the Service Shares Issue are fair and reasonable, we consider that the dilution effect on the shareholdings of the existing public Shareholders is acceptable and is fair and reasonable so far as the Independent Shareholders are concerned.

RECOMMENDATION

Having considered the principal factors and reasons stated above, we are of the view that the Service Shares Issue (including the grant of the Specific Mandate) is on normal commercial terms, in the ordinary and usual course of business of the Group, fair and reasonable so far as the Independent Shareholders are concerned and in the interests of the Company and Shareholders as a whole. We therefore recommend the Independent Board Committee to advise the Independent Shareholders, and ourselves also recommend the Independent Shareholders, to vote in favor of the resolutions to be proposed at the EGM to approve the Service Shares Issue (including the grant of the Specific Mandate).

Yours faithfully, For and on behalf of Hercules Capital Limited Louis Koo Managing Director

Note:

Mr. Louis Koo is a licensed person under the SFO to engage in Type 6 (advising on corporate finance) regulated activities and has over 20 years of experience in investment banking and corporate finance.

– 24 –

GENERAL INFORMATION

APPENDIX

1. RESPONSIBILITY STATEMENT

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.

2. DIRECTORS’ INTERESTS

• (1) As at the Latest Practicable Date, the interests and short positions of each Director and chief executive of the Company in the shares, underlying shares and debentures of the Company and associated corporations (within the meaning of Part XV of the SFO) which were required to be notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests and short positions which he was taken or deemed to have under such provisions of the SFO), or which were required, pursuant to section 352 of the SFO, to be entered in the register maintained by the Company referred to therein, or which were required, pursuant to the Model Code for Securities Transactions by Directors of Listed Issuers contained in the Listing Rules, to be notified to the Company and the Stock Exchange were as follows:

Long Position in the Shares

		Number of
		Shares/	Approximate
		Underlying	percentage of
Name of Director	Nature of interest	Shares	interest
			(Note 1)
Kingsley Leung	Interest in controlled corporation,	1,541,477,026	30.00%
	beneficiary of a trust and
	beneficial owner (Note 2)
Chen Dawei	Beneficial owner	390,955,516	7.61%
Carl Aslan Jason Morton	Beneficial owner	4,500,000	0.09%
Firth
Zhao Zhi Gang	Beneficial owner	4,500,000	0.09%
Chow Kai Ming	Beneficial owner	1,780,000	0.03%

I – 1

GENERAL INFORMATION

APPENDIX

Notes:

1. The percentage shareholding in the Company is calculated by reference to the number of Shares in issue as at the Latest Practicable Date, that is, 5,137,488,147 Shares.

2. These Shares comprise (i) 914,576,010 Shares held by Lord Profit Limited, a company wholly owned by Kingsley Leung; (ii) 616,301,016 Shares held by Automatic Result Limited, a company wholly owned by MJKPC Holdings Limited, a family trust where Kingsley Leung is one of the discretionary objects; and (iii) 10,600,000 underlying Shares held by Kingsley Leung.

3. (2) Save as disclosed in this circular, as at the Latest Practicable Date, none of the Directors or chief executive of the Company had any interest and short positions in the shares, underlying shares and debentures of the Company or any associated corporations (within the meaning of Part XV of the SFO) which were required to be notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including the interests and short positions which he was taken or deemed to have under such provisions of the SFO), or which were required, pursuant to section 352 of the SFO, to be entered in the register maintained by the Company referred to therein, or which were required, pursuant to the Model Code for Securities Transactions by Directors of Listed Issuers contained in the Listing Rules, to be notified to the Company and the Stock Exchange.

4. (3) As at the Latest Practicable Date, none of the Directors had any interest, direct or indirect, in any asset which have been, since 31 December 2016, being the date to which the latest published audited financial statements of the Group were made up, acquired or disposed of by or leased to any member of the Group or are proposed to be acquired or disposed of by or leased to any member of the Group.

5. (4) Save as disclosed in this circular, as at the Latest Practicable Date, none of the Directors was materially interested in any contract or arrangement subsisting which was significant in relation to the business of the Group.

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GENERAL INFORMATION

APPENDIX

3. SUBSTANTIAL SHAREHOLDERS’ INTERESTS

As at the Latest Practicable Date, so far as is known to the Directors or chief executive of the Company, the following persons, other than a director or chief executive of the Company, had an interest or short position in the shares and underlying shares of the Company which would fall to be disclosed to the Company under the provisions of Divisions 2 and 3 of Part XV of the SFO:

Long Position in the Shares

			Approximate
		Number of	percentage of
Name of Shareholder	Nature of interest	Shares	interest
			(Note 1)
Lord Profit Limited (Note 2)	Beneficial owner	914,576,010	17.80%
Overseas Capital Assets Limited (Note 3)	Beneficial owner	657,180,000	12.79%
Automatic Result Limited (Note 4)	Beneficial owner	616,301,016	12.00%

Notes:

1. The percentage shareholding in the Company is calculated by reference to the number of Shares in issue as at the Latest Practicable Date, that is, 5,137,488,147 Shares.

2. Lord Profit Limited is wholly owned by Kingsley Leung, executive Director and chairman of the Board.

3. Based on the notice of disclosure of interest of Overseas Capital Assets Limited dated 19 June 2014.

4. Automatic Result Limited is wholly owned by MJKPC Holdings Limited, which is a family trust which Kingsley Leung is one of the discretionary objects.

Save as disclosed above, there is no person other than a director or chief executive of the Company, who had an interest or short position in the shares and underlying shares of the Company which would fall to be disclosed to the Company under the provisions of Divisions 2 and 3 of Part XV of the SFO.

4. DIRECTORS’ SERVICE CONTRACTS

As at the Latest Practicable Date, none of the Directors had entered, or been proposed to enter, into any service contract with the Company or any other member of the Group which is not expiring or may not be terminable by the Group within one year without payment of compensation (other than statutory compensation).

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GENERAL INFORMATION

APPENDIX

5. OTHER INTERESTS OF THE DIRECTORS

As at the Latest Practicable Date:

• (1) none of the Directors had any interest, direct or indirect, in any assets which have been, since 31 December 2016, being the date of the latest published audited accounts of the Group, acquired or disposed of by, or leased to any member of the Group, or are proposed to be acquired or disposed of by, or leased to, any member of the Group; and

• (2) none of the Directors was materially interested in any contract or arrangement subsisting as at the date of this circular and which is significant in relation to the business of the Group.

6. MATERIAL ADVERSE CHANGE

As at the Latest Practicable Date, the Directors confirm that there had been no material adverse change in the financial or trading position of the Group since 31 December 2016, being the date to which the latest published audited accounts of the Group were made up.

7. QUALIFICATION AND CONSENT OF EXPERT

The following is the qualification of the expert who has given opinion or, advice contained in this circular:

Name Qualification Hercules Capital Limited a corporation licensed to carry on Type 6 (advising on corporate finance) regulated activity under the SFO

As at the Latest Practicable Date, the above named expert had no direct or indirect interest in any member of the Group nor any right (whether legally enforceable or not) to subscribe for or to nominate persons to subscribe for securities in any member of the Group.

As at the Latest Practicable Date, the above named expert had no interest, direct or indirect, in any assets which had been, since 31 December 2016, being the date of the latest published audited accounts of the Group, acquired or disposed of by, or leased to any member of the Group, or were proposed to be acquired or disposed of by, or leased to, any member of the Group.

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GENERAL INFORMATION

APPENDIX

The above named expert has given and has not withdrawn its written consent to the issue of this circular with the inclusion herein of its letters or opinions or reports or references to its name in the form and context in which it appears.

8. COMPETING BUSINESS

As at the Latest Practicable Date, none of the Directors nor his associates was interested in any business apart from the business of the Group, which competes or is likely to compete, either directly or indirectly, with that of the Group.

9. DOCUMENTS AVAILABLE FOR INSPECTION

Copies of the following documents will be available for inspection at the offices of the Company’s principal place of business in Hong Kong at Room 3006, 30/F, The Centrium, 60 Wyndham Street, Central, Hong Kong during normal business hours from the date of this circular up to and including 23 June 2017:

• (1) the memorandum and articles of association of the Company;

• (2) the letter from the Independent Financial Adviser containing its advice to the Independent Board Committee and Independent Shareholders, the text of which is set out in the section headed ‘‘Letter from the Independent Financial Adviser’’ of this circular;

• (3) the letter of recommendation from the Independent Board Committee to the Independent Shareholders, the text of which is set out in the section headed ‘‘Letter from the Independent Board Committee’’ of this circular;

• (4) the written consent referred to in the section headed ‘‘Qualification and consent of expert’’ in this appendix;

• (5) the Service Agreement; and

• (6) this circular.

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NOTICE OF EGM

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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 11:00 a.m. on Friday, 23 June 2017 at Room 24012, 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 resolutions:

ORDINARY RESOLUTIONS

1. ‘‘THAT the Director’s Term (as described in the circular of the Company dated 8 June 2017 (‘‘Circular’’), a copy of which is marked ‘‘A’’ and signed by the chairman of the meeting for identification purpose has been tabled at the meeting) and the executive director service agreement dated 13 January 2017 entered into between the Company and Chen Dawei (‘‘Service Agreement’’, a copy of the Service Agreement is marked ‘‘B’’ and signed by the chairman of the meeting for identification purpose has been tabled at the meeting) be and is hereby approved, confirmed and ratified.’’

2. ‘‘THAT:

3. (a) the Service Shares Issue (as described in the circular of the Company dated 8 June 2017 (‘‘Circular’’), a copy of which is marked ‘‘A’’ and signed by the chairman of the meeting for identification purpose has been tabled at the meeting) as set out in the executive director service agreement dated 13 January 2017 entered into between the Company and Chen Dawei (‘‘Service Agreement’’, a copy of the Service Agreement is marked ‘‘B’’ and signed by the chairman of the meeting for identification purpose has been tabled at the meeting) be and is hereby approved, confirmed and ratified;

4. For identification purpose only

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• (b) the board (‘‘Board’’) of directors of the Company or a committee thereof be and is hereby specifically authorised to allot and issue the Service Shares (as defined in the Circular) in accordance with the terms of the Service Agreement; and

• (c) the Board or a committee thereof be and is authorised to do all such acts and things, to sign and execute 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 Service Shares Issue 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 Service Agreement and which shall be subject to approval of the shareholders of the Company) as are, in the opinion of the directors of the Company or a 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, 8 June 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 19 June 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 19 June 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.

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1. 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.

2. 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) not less than 48 hours before the time for holding of the above meeting or adjourned meeting.

3. 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.

4. 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 nonexecutive Directors, namely, Dr. Carl Aslan Jason Morton Firth, Mr. Zhao Zhi Gang and Mr. Chow Kai Ming.

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