Uni-Bio Science Group Limited — Proxy Solicitation & Information Statement 2019

Feb 4, 2019

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 THE EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (“ Meeting ”) of Uni-Bio Science Group Limited (“ Company ”) will be held at 10:00 a.m. on Monday, 25 February 2019 at Unit 502, 5/F, No. 20 Science Park East Avenue, Hong Kong Science Park, Shatin, New Territories, Hong Kong, for the purpose of considering and, if thought fit, passing the following resolution:

ORDINARY RESOLUTION

“ THAT

• (A) the transaction arrangements (“ Transaction Arrangements ”) as set out in the circular of the Company dated 8 February 2018 (“ Circular ”) (a copy of which marked “A” and signed by the chairman of the Meeting for identification purpose has been tabled at the meeting) which include:

• (1) the disposal of the Figures Up Sales Shares (as defined in the Circular) as contemplated under the share transfer agreement dated 16 November 2018 entered into between Uni-Bio Science Healthcare Limited, an indirect wholly-owned subsidiary of the Company, as vendor and Greater Bay (R&D) Capital Limited as purchaser (“ Figures Up SP Agreement ”, a copy of the Figures Up SP Agreement marked “B” and signed by the chairman of the Meeting for identification purpose has been tabled at the Meeting); and

• For identification purpose only

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• (2) the disposal of (i) the WTGL Land and Property Rights and (ii) the WTGL Sale Shares (each as defined in the Circular) as contemplated under the share transfer agreement dated 16 November 2018 entered into between Zethanel Properties Limited, an indirect wholly-owned subsidiary of the Company, as vendor and Greater Bay Capital Limited as purchaser (“ WTGL SP Agreement ”, a copy of the WTGL SP Agreement marked “C” and signed by the chairman of the Meeting for identification purpose has been tabled at the Meeting) together with the transactions contemplated under the cooperative development agreement dated 16 November 2018 entered into between 深圳市華生元基因工程發展有限公司, Zethanel Properties Limited and Greater Bay Capital Limited (“ WTGL Land Cooperative Development Agreement ”, a copy of the WTGL Land Cooperative Development Agreement marked “D” and signed by the chairman of the Meeting for identification purpose has been tabled at the Meeting),

be and are hereby approved, confirmed and ratified;

• (B) the Transaction Arrangements and all other transactions contemplated under each of the Figures Up SP Agreement, the WTGL SP Agreement and the WTGL Land Cooperative Development Agreement be and are hereby approved, ratified and confirmed; and

• (C) the board of directors of the Company (“ Directors ”) or a duly authorised committee of the board of Directors 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 it considers necessary, appropriate, desirable or expedient for the purposes of giving effect to or in connection with the Transaction Arrangements 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 each of the Figures Up SP Agreement, the WTGL SP Agreement and the WTGL Land Cooperative Development Agreement and which shall be subject to approval of the shareholders of the Company) as are, in the opinion of the board of Directors or a duly authorised committee, in the interest of the Company and its shareholders as a whole.”

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

Hong Kong, 8 February 2019

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Principal place of business in Hong Kong: Unit 502, 5/F

No. 20 Science Park East Avenue

Hong Kong Science Park Shatin, New Territories Hong Kong

Notes:

1. In order to ascertain the entitlement to attend and vote at the Meeting, the register of members of the Company will be closed from Tuesday, 19 February 2019 to Friday, 22 February 2019, both days inclusive, during which period no transfer of shares (“ Shares ”) of the Company will be registered. In order to qualify for the entitlement to attend and vote at the Meeting, all transfer of Shares accompanied by the relevant shares certificates must be lodged with the Company’s branch share registrar and transfer office, 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, 18 February 2019 for registration.

2. A member of the Company entitled to attend and vote at the Meeting 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 may appoint more than one proxy to represent him/her/it and vote on his/her/its behalf at the Meeting. A proxy need not be a member of the Company.

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 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.

4. In order to be valid, the form of proxy must be in writing under the hand of the appointer or of his/her 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., Saturday, 23 February 2019 or not less than 48 hours before the time appointed for the holding of the adjourned Meeting (as the case may be).

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

6. As required under the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, the resolution 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 of Directors comprises two executive Directors, namely, Mr. Kingsley Leung (Chairman) and Mr. Chen Dawei (Vice-chairman); one non-executive Director, namely, Ms. Lau Chau In; and three independent non-executive Directors, namely, Mr. Zhao Zhi Gang, Mr. Chow Kai Ming and Mr. Ren Qimin.

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