THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt about any aspect of this circular or as to the action to be taken, you should consult your licensed securities dealer or registered institution in securities, bank manager, solicitor, professional accountant or other professional advisers.

If you have sold or transferred all your shares in Uni-Bio Science Group Limited ("Company"), you should at once hand this circular together with the enclosed form of proxy to the purchaser or transferee or to the bank, licensed securities dealer or registered institution in securities 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.

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)

DISCLOSEABLE AND CONNECTED TRANSACTIONS -

VARIATION OF TERMS TO TRANSACTION ARRANGEMENTS

AND

NOTICE OF EGM

Independent Financial Adviser to

the Independent Board Committee and the

Independent Shareholders

Capitalised terms used in this cover page shall have the same meanings as those defined in the section headed "Definitions" in this circular.

A letter from the Board is set out on pages 6 to 16 of this circular. A letter from the Independent Board Committee is set out on pages 17 to 18 of this circular. A letter from the Independent Financial Adviser containing its advice to the Independent Board Committee and the Independent Shareholders is set out on pages 19 to 28 of this circular.

A notice convening the EGM to be held at 10:00 a.m. on Monday, 12 October 2020 at Unit 502, 5/F, No. 20 Science Park East Avenue, Hong Kong Science Park, Shatin, New Territories, Hong Kong is set out on pages EGM-1 to EGM-3 of this circular. If you are not able to attend the meeting in person, you are requested to complete and return the accompanying form of proxy in accordance with the instructions printed thereon and deposit it with 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 by 10:00 a.m. on Saturday, 10 October 2020 or where applicable, not less than 48 hours before the time appointed for the holding of the adjourned EGM. Completion and return of the form of proxy will not preclude you from attending and voting in person at the EGM or any adjournment thereof if you so wish.

* For identification purposes only

15 September 2020

CONTENTS

Page

Definitions . . . . .

. . . . .

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

1

Letter from the Board

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

6

Letter from the Independent Board Committee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

17

Letter from the Independent Financial Adviser . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

19

Appendix I

-

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:

"2019 Circular"

the circular of the Company dated 8 February 2019 in

relation to the Transaction Arrangements

"associate"

has the meaning ascribed to it in the Listing Rules

"Board"

the board of Directors

"Business Day"

a day (other than a Saturday, Sunday or public holiday) on

which licensed banks in Hong Kong are generally open

for business

"BVI"

the British Virgin Islands

"Company"

Uni-Bio Science Group Limited, a company incorporated

in the Cayman Islands with limited liability whose Shares

are listed on the Main Board of the Stock Exchange

"connected person"

has the meaning ascribed to it in the Listing Rules

"Director(s)"

the director(s) of the Company

"EGM"

an extraordinary general meeting of the Company to be

held at 10:00 a.m. on Monday, 12 October 2020 for the

purpose of considering and, if thought fit, approving the

Variation of Terms and the transactions contemplated

thereunder, the notice of which is set out on pages EGM-1

to EGM-3 of this circular

"Figures Up"

Figures Up Trading Limited, a company incorporated in

BVI with limited liability and an indirect wholly-owned

subsidiary of the Company immediately prior to the

Figures Up Completion

"Figures Up Completion"

completion of the Figures Up Disposal, which took place

on 25 March 2019

"Figures Up Disposal"

the disposal of all the issued shares of Figures Up

pursuant to the Figures Up SP Agreement, further

particulars of which are set out in the 2019 Circular

- 1 -

DEFINITIONS

"Figures Up SP Agreement"

the share transfer agreement dated 16 November 2018

entered into between Uni-Bio Science Healthcare Limited,

an indirectly wholly-owned subsidiary of the Company,

and Greater Bay (R&D) Capital Limited in relation to the

Figures Up Disposal, further particulars of which are set

out in the 2019 Circular

"First Supplemental Agreement"

the supplemental agreement dated 31 December 2019

entered into between the parties to the WTGL SP

Agreement in relation to the first extension of the WTGL

Sale Shares Completion Long Stop Date, further

particulars of which are set out in the announcement of

the Company dated 31 December 2019

"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 PRC

"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

Variation of Terms

"Independent Financial Adviser"

Amasse Capital Limited, a licensed corporation to carry

on Type 1 (dealing in securities) and Type 6 (advising on

corporate finance) regulated activities under the SFO for

the purpose of advising the Independent Board Committee

and the Independent Shareholders as to the Variation of

Terms

"Independent Shareholders"

Shareholders other than Mr. Leung, Mr. Chen Dawei, Vital

Vigour and those who are involved in or interested in the

Transaction Arrangements or as the case may be, the

Variation of Terms, and their respective associates

"Latest Practicable Date"

10 September 2020, 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

- 2 -

DEFINITIONS

"Mr. Leung"

Mr. Kingsley Leung, an executive Director and the

Chairman of the Board

"PRC"

the People's Republic of China, which for the purpose of

this circular, excludes Hong Kong, the Macau Special

Administrative Region of the People's Republic of China

and Taiwan

"Purchaser B"

Greater Bay Capital Limited, a company incorporated in

BVI with limited liability

"RMB"

Renminbi, the lawful currency of the PRC

"Second Supplemental Agreement"

the supplemental agreement dated 22 June 2020 entered

into between the parties to the WTGL SP Agreement in

relation to the further extension of the WTGL Sale Shares

Completion Long Stop Date, further particulars of which

are set out in the announcement of the Company dated 22

June 2020

"SFO"

the Securities and Futures Ordinance (Chapter 571 of the

Laws of Hong Kong)

"Share(s)"

ordinary share(s) of HK$0.01 each in the share capital of

the Company

"Shareholder(s)"

holder(s) of the Shares

"Stock Exchange"

The Stock Exchange of Hong Kong Limited

"Third Supplemental Agreement"

the supplemental agreement dated 11 August 2020 entered

into between the parties to the WTGL SP Agreement in

relation to the Variation of Terms

"Transaction Arrangements"

the transactions contemplated under the Figures Up SP

Agreement and the WTGL SP Agreement, further

particulars of which are set out in the 2019 Circular

"Variation of Terms"

the proposed variation of terms to the WTGL SP

Agreement pursuant to the Third Supplemental Agreement

as set out in "Third Supplemental Agreement - Subject

matter of the Third Supplemental Agreement" in the Letter

from the Board contained in this circular

- 3 -

DEFINITIONS

"Vendor B"

Zethanel Properties Limited, a company incorporated in

BVI with limited liability and an indirect wholly-owned

subsidiary of the Company

"Vital Vigour"

Vital Vigour Limited, a company incorporated in the

Cayman Islands with limited liability and a substantial

shareholder of the Company as at the Latest Practicable

Date

"WTGL"

深圳市華生元基因工程發展有限公司 (Shenzhen Watsin

Genetech Limited*), a limited liability company

established in the PRC and a wholly-owned subsidiary of

the Company

"WTGL B"

深圳市同創生物工程有限公司 (Shenzhen Tongchuang

Biological Engineering Co., Ltd.*) a company established

and separated from WTGL pursuant to the WTGL Split-off

"WTGL Consideration"

the aggregate consideration payable for the WTGL Land

and Property Rights and the WTGL Sale Shares under the

WTGL SP Agreement, further particulars of which are set

out in the 2019 Circular

"WTGL Disposal"

the disposal of the WTGL Land and Property Rights and

the WTGL Sale Shares by Vendor B to Purchaser B

pursuant to the WTGL SP Agreement, further particulars

of which are set out in the 2019 Circular

"WTGL Land"

a land parcel located at Nanshan district, Shenzhen, the

PRC with a total site area of 8,129 square metres,

registered under the name of WTGL as at the Latest

Practicable Date

"WTGL Land and

all the economic rights relating to the land use rights of

Property Rights"

the WTGL Land and the property rights of the buildings

constructed on the WTGL Land

"WTGL Land and Property

completion of the disposal of the WTGL Land and

Rights Completion"

Property Rights pursuant to the WTGL SP Agreement,

which took place on 25 March 2019

- 4 -

DEFINITIONS

"WTGL Land Cooperative

the cooperative development agreement dated 16

Development Agreement"

November 2018 entered into between WTGL, Vendor B

and Purchaser B, further particulars of which are set out

in "WTGL SP Agreement - Transitional arrangement -

WTGL Land Cooperative Development Agreement" in the

Letter from the Board contained in the 2019 Circular

"WTGL Sale Shares"

all the equity interest in WTGL B as at the date of the

WTGL Sale Shares Completion

"WTGL Sale Shares Completion"

completion of the disposal of the WTGL Sale Shares

pursuant to the WTGL SP Agreement

"WTGL Sale Shares Completion

the last date of which all the conditions precedent to the

Long Stop Date"

WTGL Sale Shares Completion shall be fulfilled to

proceed to WTGL Sale Shares Completion under the

WTGL SP Agreement

"WTGL SP Agreement"

the share transfer agreement dated 16 November 2018 (as

varied and supplemented by, as the case may be, the First

Supplemental Agreement, the Second Supplemental

Agreement and the Third Supplemental Agreement)

entered into between Vendor B, Purchaser B and WTGL in

relation to the WTGL Disposal, further particulars of

which are set out in the 2019 Circular and the Letter from

the Board contained in this circular

"WTGL Split-off"

the split-off (分立) undertaken by WTGL whereby the

assets and liabilities will be taken up by two entities,

namely, the surviving WTGL and WTGL B separately,

which was completed on 29 May 2019

"%"

per cent.

  • For identification purposes only

- 5 -

LETTER FROM THE BOARD

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:

Registered office:

Mr. Kingsley Leung (Chairman)

Cricket Square

Mr. Chen Dawei (Vice-Chairman)

Hutchins Drive

Mr. Zhao Zhi Gang

P.O. Box 2681

Grand Cayman KY1-1111

Non-executive Director:

Cayman Islands

Mr. Yau Kwok Wing Tony

Head office and principal place

Independent non-executive Directors:

of business in Hong Kong:

Mr. Chow Kai Ming

Unit 502, 5/F

Mr. Ren Qimin

No. 20 Science Park East Avenue

Mr. Ma Qingshan

Hong Kong Science Park

Shatin

New Territories

Hong Kong

15 September 2020

To the Shareholders

Dear Sir or Madam,

DISCLOSEABLE AND CONNECTED TRANSACTIONS -

VARIATION OF TERMS TO TRANSACTION ARRANGEMENTS

INTRODUCTION

Reference is made to the 2019 Circular and the announcements of the Company dated 25 February 2019, 25 March 2019, 31 December 2019 and 22 June 2020 in relation to the Transaction Arrangements. At an extraordinary general meeting of the Company held on 25 February 2019, the resolution approving the Transaction Arrangements and the transactions contemplated thereunder has been passed by the Independent Shareholders in accordance with the relevant Listing Rules requirements. On 25 March 2019, each of the Figures Up Completion and the WTGL Land and Property Rights Completion took place.

  • For identification purposes only

- 6 -

LETTER FROM THE BOARD

As disclosed in the announcements of the Company dated 31 December 2019 and 22 June 2020, the parties to the WTGL SP Agreement entered into the First Supplemental Agreement and the Second Supplemental Agreement respectively, whereby the WTGL Sale Shares Completion Long Stop Date is currently extended to 31 December 2020 (or such other date as Vendor B and Purchaser B may agree in writing) and the third phase payment of the WTGL Consideration, i.e. RMB12,000,000, is currently extended to (i) at the WTGL Sale Shares Completion; or (ii) on 31 December 2020 (or if such day is not a Business Day, the immediately preceding Business Day), whichever date is earlier.

As disclosed in the announcement of the Company dated 11 August 2020, the parties to the WTGL SP Agreement entered into the Third Supplemental Agreement in relation to the Variation of Terms.

The purpose of this circular is to give you further information regarding, among other things, (i) details of the Variation of Terms and other information as required to be disclosed under the Listing Rules; (ii) the recommendation from the Independent Board Committee to the Independent Shareholders in relation to the Variation of Terms; (iii) a letter of advice from the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders; and to give you notice of the EGM.

THIRD SUPPLEMENTAL AGREEMENT

Set out below is a summary of the principal terms of the Third Supplemental Agreement.

Date

11 August 2020

Parties

Being the parties to the WTGL SP Agreement:

  1. Vendor B;
  2. Purchaser B; and
  3. WTGL.

- 7 -

LETTER FROM THE BOARD

Subject matter of the Third Supplemental Agreement

Pursuant to the Third Supplemental Agreement, the parties to the WTGL SP Agreement agreed to the Variation of Terms as follows:

  1. extension of the WTGL Sale Shares Completion Long Stop Date to 31 December 2021 (or such other date as Vendor B and Purchaser B may agree in writing);
  2. last date of the third phase payment of the WTGL Consideration - notwithstanding any provisions in the WTGL SP Agreement and that whether the WTGL Sale Shares Completion had taken place or not, the third phase payment of the WTGL Consideration, i.e. RMB12,000,000, shall be paid by Purchaser B to Vendor B at the latest on 31 December 2021 or if earlier, at the WTGL Sale Shares Completion; and
  3. a definitive period of the rent-free period - under the original WTGL SP Agreement, Purchaser B has undertaken (and where applicable, shall procure WTGL B to comply with such undertaking) to Vendor B and WTGL that they shall be entitled to use, free of charge, the WTGL Land and the property on the WTGL Land for the period ("Rent-freePeriod") commencing from the WTGL Land Use and Property Rights Completion until the end of the 12 months' period following the completion of the WTGL Split-off and the titles of the land use rights of and property rights on the WTGL Land having been transferred to WTGL B. Pursuant to the Third Supplemental Agreement, such Rent-free Period was set to commence on the date of the WTGL Land and Property Rights Completion (i.e. 25 March 2019) and end on 31 December 2020. After such Rent-free Period, if applicable, the parties may enter into a lease agreement for the lease of the WTGL Land in which the rental payable shall not be higher than the prevailing market price (such market price to be determined by an independent property valuer) and the Company shall comply with all applicable requirements under Chapters 14 and 14A of the Listing Rules when the Group enters into such lease agreement.

Save for the aforementioned changes, all terms and conditions in the WTGL SP Agreement remain unchanged and in full force and effect.

Under the Third Supplemental Agreement, the parties have further confirmed that (a) the WTGL Land Use and Property Rights Completion, that is, the completion of the disposal of the WTGL Land and Property Rights pursuant to the WTGL SP Agreement, had taken place on 25 March 2019; (b) the WTGL Split-off had been completed whereby WTGL B is the split-off entity of the surviving WTGL; and (c) the first and second phases of the WTGL Consideration, of an aggregate amount of RMB48,000,000, had been paid by Purchase B to Vendor B.

Condition precedent to the Third Supplemental Agreement

The Variation of Terms shall be conditional upon the condition precedent that the Independent Shareholders having passed the necessary resolution approving the Variation of

- 8 -

LETTER FROM THE BOARD

Terms and transactions contemplated under the WTGL SP Agreement (as varied and supplemented by the First Supplemental Agreement, the Second Supplemental Agreement and the Third Supplemental Agreement) at the EGM.

The above condition precedent is not capable of being waived by any party to the Third Supplemental Agreement.

If the condition precedent above cannot be fulfilled on or before 31 December 2020 (or such other date as the parties may agree), the Third Supplemental Agreement shall not become unconditional and shall lapse and no party shall have any claim against or liability to the other party with respect to any matter referred to in Third Supplemental Agreement save for any antecedent breaches of Third Supplemental Agreement.

Effective date of the Variation of Terms

Under the Third Supplemental Agreement, the Variation of Terms shall be effective on the same day on which the condition precedent to the Third Supplemental Agreement is fulfilled (or such other date as Purchaser B and Vendor B shall agree in writing).

Implications in the event of non-fulfillment of the condition precedent to the Third Supplemental Agreement

As set out above, in the event of non-fulfillment of the condition precedent to the Third Supplemental Agreement by 31 December 2020 (or such other date as the parties may agree), the Third Supplemental Agreement shall not become unconditional and shall lapse. In this regard, the parties to the WTGL SP Agreement will continue to be bound by the WTGL SP Agreement (as varied and supplemented by the First Supplemental Agreement and the Second Supplemental Agreement). In such event, (i) the WTGL Sale Shares Completion Long Stop Date shall remain to be on 31 December 2020 ("Current Long Stop Date") (or such other date as Vendor B and Purchaser B may agree in writing); and (ii) the third phase payment of the WTGL Consideration, i.e. RMB12,000,000, shall be paid by Purchaser B to Vendor B on 31 December 2020 or if earlier, at the WTGL Sale Shares Completion.

As further elaborated in "Reasons for the Variation of Terms" in this Letter from the Board, the transfer of the title of the WTGL Land and property rights of the buildings constructed on the WTGL Land to WTGL B ("Outstanding Condition Precedent") has yet to be fulfilled as at the Latest Practicable Date. In the event that the Outstanding Condition Precedent is not fulfilled within the second half of 2020 and hence the parties are unable to fulfill all conditions precedent to the WTGL Sale Shares Completion on or before the Current Long Stop Date, the WTGL SP Agreement (as varied and supplemented by the First Supplemental Agreement and the Second Supplemental Agreement) shall not become unconditional and shall lapse (save and except certain provisions, including confidentiality and announcements, notices and governing law) and without prejudice to the WTGL Land and Property Rights Completion having taken place, the obligations of the parties to proceed with the WTGL Sale Shares Completion shall cease and terminate.

- 9 -

LETTER FROM THE BOARD

The transactions contemplated under the WTGL SP Agreement were designed in such manner to enable the WTGL Land and Property Rights Completion to take place first and followed by the WTGL Sale Shares Completion. Following the WTGL Land and Property Rights Completion, the WTGL Land and Property Rights have been transferred to Purchaser B and the Group has ceased to account for such economic benefits. From the accounting perspective, the risks and benefits relating to the WTGL Land and Property Rights have been transferred to Purchaser B and the Group has since then derecognised the assets in relation to the WTGL Land and Property Rights in the Group's statement of financial position. The subsequent WTGL Sale Shares Completion is for the purpose of formalising such transfer by ensuring the title of the land use rights of the WTGL Land and property rights of the buildings constructed on the WTGL Land, apart from the WTGL Land and Property Rights, are also vested on Purchaser B (through WTGL B). In the event that the parties could not proceed to the WTGL Sale Shares Completion, Purchaser B and Vendor B will continue to be bound by the WTGL Land Cooperative Development Agreement (please refer to "WTGL SP Agreement - Transitional arrangement - WTGL Land Cooperative Development Agreement" in the Letter from the Board contained in the 2019 Circular for details) under which, among other things, WTGL and Vendor B shall act in accordance with the legal and appropriate instructions of Purchaser B in respect of matters relating to the land use rights of and property on the WTGL Land and the Group will continue to hold the legal title to the WTGL Land on trust for Purchaser B. The continuance of such arrangement will not only expose the parties to unnecessary risks and potential liabilities in relation to the future development of the WTGL Land and/or the acts of each other but also sacrifice the efficiency in decision making in management and future development of WTGL Land. Moreover, from the administration and risk control perspective, such arrangement would certainly be burdensome and costly and not in the interests and benefits of all parties.

INFORMATION ON THE PARTIES TO THE THIRD SUPPLEMENTAL AGREEMENT

Vendor B is principally engaged in investment holding and an indirect wholly-owned subsidiary of the Company.

Purchaser B is a company incorporated in BVI with limited liability which is principally engaged in investment holding. As at the Latest Practicable Date: (1) the mother of Mr. Leung, an executive Director and Chairman of the Board, is an indirect 60% beneficial owner of Purchaser B; (2) Mr. Chen Dawei, an executive Director, is an indirect 10% beneficial owner of Purchaser B; (3) Vital Vigour, a substantial shareholder of the Company, is an associate of an indirect 15% shareholder of Purchaser B; and (4) each of Mr. Chen Dawei, the mother of Mr. Leung and a brother of Mr. Leung is a director of Purchaser B. Accordingly, Purchaser B is an associate of Mr. Leung and Purchaser B is a connected person of the Company under the Listing Rules.

WTGL is principally engaged in manufacturing and selling of biological products and a wholly-owned subsidiary of Vendor B.

- 10 -

LETTER FROM THE BOARD

REASONS FOR THE VARIATION OF TERMS

The Group is principally engaged in the manufacture and sales of pharmaceutical products and operates through four segments, namely, (a) In-house Chemical Pharmaceutical Products; (b) In-house Biological Pharmaceutical Products; (c) In-house Biological Pipeline; and (d) Third-party Pharmaceutical Products. The Group's In-house Chemical Pharmaceutical Products segment is engaged in the manufacture and sales of in-house chemical pharmaceutical products, which include Pinup®, among others. The Group's In-house Biological Pharmaceutical Products segment is engaged in the manufacture and sales of in-house biological pharmaceutical products, which include GeneTime® and GeneSoft®, among others. The Group's In-house Biological Pipeline segment is engaged in the industrialisation of in-house biological pipeline, which biological pipeline products include Uni-E4 and Uni-PTH, among others. The Group's Third-party Pharmaceutical Products segment is engaged in the sales of third-party pharmaceutical products.

The Group entered into the Transaction Arrangements so as to allow the Group to streamline its business operations, rationalise asset composition and enable the Group to focus on its core business, which is the manufacturing and sales of pharmaceutical products focusing on endocrinology, ophthalmology and dermatology and supporting the launch of its products Uni-E4,Uni-PTH and Acarbose, being the three products then in their final phase of development. As set out in the 2019 Circular, the Transaction Arrangements consisted of two major components and are reproduced hereinbelow:

  1. the Figures Up Disposal; and
  2. the WTGL Disposal, comprising of the following arrangements, namely:
    1. the WTGL Land and Property Rights Completion - the transfer of the WTGL Land and Property Rights, representing all the economic rights relating to the land use rights of the WTGL Land and property rights of the buildings constructed thereon the WTGL Land, to Purchaser B;
    2. the WTGL Split-off - at the same time, the undertaking of a split-off by WTGL whereby the assets and liabilities will be taken up by two entities, namely, the surviving WTGL and WTGL B separately;
    3. after the completion of the WTGL Split-off, the transfer of the title of the land use rights of the WTGL Land and the property rights of the buildings constructed on the WTGL Land to WTGL B; and
    4. the WTGL Sale Shares Completion - after completion of step (iii) above, all the equity interest in WTGL B will be transferred to Purchaser B.

- 11 -

LETTER FROM THE BOARD

The purpose of the arrangements under the WTGL Disposal was to allow the disposal of the WTGL Land, while all remaining assets and liabilities, including the production equipment and process of the production facilities and intellectual property rights of WTGL could be retained by the Group.

The Transaction Arrangements and the transactions contemplated thereunder were approved by the Independent Shareholders on 25 February 2019 in accordance with the relevant Listing Rules requirements. As set out in the announcement of the Company dated 25 March 2019, each of the Figures Up Completion (step (1) above) and the WTGL Land and Property Rights Completion (step (2)(i) above) took place on the same date. Further, the WTGL Split-off (step (2)(ii) above) was completed on 29 May 2019.

Shortly after the completion of the WTGL Split-off, the Group had already started the preparatory work for the transfer the title of the land use rights of the WTGL Land and property rights of the buildings constructed on the WTGL Land in June 2019 by making application to the tax authority for the relevant tax concessions in connection with such disposal. Such tax concessions were obtained in August 2019 and the Group has made the application to the relevant land bureau for the transfer in September 2019. On 31 December 2019, the parties to the WTGL SP Agreement entered into the First Supplemental Agreement to extend the WTGL Sale Shares Completion Long Stop Date to 30 June 2020 (or such other date as Vendor B and Purchaser B may agree in writing), and accordingly, extend the third phase payment of the WTGL Consideration to at the WTGL Sale Shares Completion; or on 30 June 2020 (or if such day is not a Business Day, the immediately preceding Business Day). When the First Supplemental Agreement was entered into, it was expected by the parties that the remaining steps under the WTGL Disposal and the WTGL Sale Shares Completion could be completed by such then extended date.

Nonetheless, the outbreak of COVID-19 since early 2020 was unprecedented and unexpected. An infectious disease in nature, COVID-19 has spread to various countries and regions and as announced on 11 March 2020, the World Health Organization has made the assessment that COVID-19 can be characterised as a pandemic. The COVID-19 outbreak has affected various provinces and regions in the PRC in which as a result of the lock-down and reallocation of resources by the PRC Government departments and regulatory authorities to tackle with the COVID-19 outbreak, there had been no material progress in the Group's application process on the PRC governmental side for transfer of the title and land use rights of the WTGL Land and property rights of the buildings constructed on the WTGL Land. As the transfer of the title and land use rights of the WTGL Land and property rights of the buildings constructed on the WTGL Land has taken more time than the parties have originally expected, as disclosed in the announcement of the Company dated 22 June 2020, the parties to the WTGL SP Agreement entered into the Second Supplemental Agreement to further extend the WTGL Sale Shares Completion Long Stop Date to 31 December 2020 (or such other date as Vendor B and Purchaser B may agree in writing) and further extend the third phase payment of the WTGL Consideration to at the WTGL Sale Shares Completion; or on 31 December 2020 (or if such day is not a Business Day, the immediately preceding Business Day).

- 12 -

LETTER FROM THE BOARD

As at the Latest Practicable Date, the WTGL Split-off has been completed but that progress of the transfer the title of the land use rights of the WTGL Land and property rights of the buildings constructed on the WTGL Land has taken much longer than the parties have originally expected due to the reasons as set out above. Based on the initial assessment of the management, it is expected that the transfer of the land titles and property rights may happen within the second half of 2020. That said, such expected transfer completion date is merely an expectation of the management of the Group. As disclosed above, notwithstanding the Group has commenced the application process for such transfer in 2019, there had been no material progress as at the Latest Practicable Date. As such, to prevent the situation whereas such transfer and hence the Outstanding Condition Precedent could not be fulfilled by 31 December 2020 and therefore the lapse of the WTGL SP Agreement, the parties to the WTGL SP Agreement had agreed to the Variation of Terms to extend further of the WTGL Sale Shares Completion Long Stop Date to allow for the unexpected prolonged application process for the transfer of the title of the land use rights of the WTGL Land and property rights of the buildings constructed on the WTGL Land. Otherwise, if the parties could not proceed to the WTGL Sale Shares Completion, they would be left in the awkward situation as explained in "Third Supplemental Agreement - Implications in the event of non-fulfillment of the condition precedent to the Third Supplemental Agreement" in this Letter from the Board.

In addition, the Group has obtained the relevant tax concessions in connection with such transfer from the relevant tax authorities in August 2019 and to ensure that the parties involved could fully benefit from such tax concessions, the equity of WTGL B should not be transferred within 12 months of transfer of the title of the land use rights of the WTGL Land and property rights of the buildings constructed on the WTGL Land from the surviving WTGL to WTGL B. In estimating the time for the WTGL Sale Shares Completion, the parties have also taken into account the tax concessions so as to minimise the tax exposure of the parties involved.

In addition, under the original WTGL SP Agreement and as set out in the 2019 Circular, the Group was granted by Vendor B the Rent-free Period which will only end upon the expiry of the 12th month following the completion of the WTGL Split-off and the titles of the land use rights of and property rights on the WTGL Land having been transferred to WTGL B. Under the parties' originally projected timeline of the Transaction Arrangements in November 2018, the Rent-free Period was expected to be ended around the end of 2019 or early 2020. Due to the reasons above, extensions of the WTGL Sale Shares Completion Long Stop Date and the third phase payment of the WTGL Consideration had to be made with the entering into of the First Supplemental Agreement and the Second Supplemental Agreement, and had resulted in an unexpected prolonged time gap between the completion of the WTGL Split-off (which took place on 29 May 2019) and the transfer of the titles of the land use rights of and property rights on the WTGL Land to WTGL B (which is still under process). Henceforth, the parties to the WTGL SP Agreement entered into the Third Supplemental Agreement in relation to the Variation of Terms so as to clarify the period for the Rent-free Period in which such period was set to commence on the date of the WTGL Land and Property Rights Completion (i.e. 25 March 2019) and end on 31 December 2020 during which Vendor B and WTGL were entitled to use, free of charge, the WTGL Land and property on the WTGL Land. In addition, for the Group's interest, a definite date for the third phase payment of the WTGL Consideration, i.e. RMB12,000,000, was agreed

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LETTER FROM THE BOARD

in the Third Supplemental Agreement to be at the latest on 31 December 2021, regardless whether the WTGL Sale Shares Completion had taken place or not. All other terms, intention and intended objectives of the in Transaction Arrangements have never been changed or modified as a result of the entering into of the Third Supplemental Agreement.

The terms of the Third Supplemental Agreement were determined after arm's length negotiations between the parties thereto. In light of the reasons above, the Directors (including the independent non-executive Directors) are of the view that the Variation of Terms and the transactions contemplated thereunder are fair and reasonable and in the interests of the Company and the Shareholders as a whole.

IMPLICATIONS UNDER THE LISTING RULES

At the time of the entering into of the original WTGL SP Agreement, the transactions contemplated under the Transaction Arrangements constituted a discloseable transaction of the Company under Chapter 14 of the Listing Rules and a connected transaction of the Company for the purpose of Chapter 14A of the Listing Rules. The Transaction Arrangements and the transactions contemplated thereunder were approved by the Independent Shareholders on 25 February 2019 in accordance with the relevant Listing Rules requirements.

Rule 14.36 and the note under Rule 14A.35 of the Listing Rules require that if there is any material variation of its terms or material delay in the completion of the agreement in relation to notifiable transaction/connected transaction, the issuer must, where applicable, re-comply with the relevant Listing Rules.

As Purchaser B is an associate of Mr. Leung, an executive Director and Chairman of the Board, Purchaser B is a connected person of the Company and accordingly, in view of the Variation of Terms constitutes a material variation of terms or material delay in the completion of the Transaction Arrangements, the Variation of Terms will be subject to the reporting, announcement and the Independent Shareholders' approval requirements under Chapter 14A of the Listing Rules.

Given that (1) Purchaser B is an associate of Mr. Leung, an executive Director and Chairman of the Board; (2) Mr. Chen Dawei, an executive Director, is an indirect 10% beneficial owner of Purchaser B; and (3) an indirect 15% beneficial owner of Purchaser B is an associate of Mr. Yau Kwok Wing Tony, a non-executive Director, each of Mr. Leung, Mr. Chen Dawei and Mr. Yau Kwok Wing Tony had abstained from voting on the resolutions of the Board to approve the Variation of Terms and the transactions contemplated thereunder. Save as disclosed above, none of the other Directors had material interests in the Variation of Terms and the transactions contemplated thereunder and accordingly, no other Director was required to abstain on the resolutions at the Board meeting held to approve the Variation of Terms and the transactions contemplated thereunder.

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LETTER FROM THE BOARD

EGM

A notice of the EGM is set out on pages EGM-1 to EGM-3 of this circular. The EGM will be held at 10:00 a.m. on Monday, 12 October 2020 at Unit 502, 5/F, No. 20 Science Park East Avenue, Hong Kong Science Park, Shatin, New Territories, Hong Kong at which a resolution will be proposed to the Independent Shareholders to consider and, if thought fit, approve the Variation of Terms and the transactions contemplated thereunder. At the EGM, voting will be taken by way of a poll.

If you are unable to attend the meeting in person, you are requested to complete and return the accompanying form of proxy in accordance with the instructions printed thereon to the Hong Kong branch share registrars and transfer office of the Company, Tricor Abacus Limited at Level 22, Hopewell Centre, 183 Queen's Road East, Hong Kong as soon as practicable but in any event by 10:00 a.m. on Saturday, 10 October 2020 or where applicable, not less than 48 hours before the time appointed for the holding of the adjourned meeting (as the case may be). Completion and return of the form of proxy will not preclude you from attending and voting at the meeting or any adjourned meeting thereof (as the case may be) should you so desire. In such event, the instrument appointing a proxy will be deemed to be revoked.

In compliance with the Listing Rules, the resolution as set out in the notice of EGM will be voted on by way of a poll at the EGM. To the best of the Directors' knowledge, information and belief and having made all reasonable enquiries, as at the Latest Practicable Date, save for (1) Mr. Leung and his associates, who together as at the Latest Practicable Date held 1,726,738,104 Shares representing approximately 26.87% of the issued Shares; (2) Mr. Chen Dawei and his associates, who together as at the Latest Practicable Date held 155,094,438 Shares representing approximately 2.41% of the issued Shares; and (3) Vital Vigour and its associates, who together as at the Latest Practicable Date held 873,360,000 Shares, representing approximately 13.59% of the issued Shares, each of which are required to abstain from voting on the resolution to be proposed at the EGM, no Shareholder had a material interest in the Variation of Term and the transactions contemplated thereunder, and other than the Shareholders as mentioned above, no other Shareholder would be required to abstain from voting at the EGM in respect of the resolution relating to the Variation of Term and the transactions contemplated thereunder as at the Latest Practicable Date.

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 Variation of Terms and the transactions contemplated thereunder and to advise the Independent Shareholders on how to vote.

Amasse Capital Limited has been appointed as the independent financial adviser to advise the Independent Board Committee and the Independent Shareholders on the Variation of Terms and the transactions contemplated thereunder.

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LETTER FROM THE BOARD

The Directors (including independent non-executive Directors after taking into account the advice of the Independent Financial Adviser) believe that although the Variation of Terms are not in the ordinary and usual course of business of the Group, the Variation of Terms and the transactions contemplated thereunder are on normal commercial terms and are fair and reasonable in so far as the Independent Shareholders are concerned and in the interests of the Company and the Shareholders as a whole. Accordingly, the Directors (including independent non-executive Directors) recommend the Independent Shareholders to vote in favour of the resolution to approve Variation of Terms and the transactions contemplated thereunder at the EGM.

Shareholders are advised to read carefully the letter from the Independent Board Committee on pages 17 to 18 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 19 to 28 of this circular, considers that the Variation of Terms and the transactions contemplated thereunder 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, the Independent Board Committee recommends the Independent Shareholders to vote in favour of the resolution to approve the Variation of Terms and the transactions contemplated thereunder at the EGM.

ADDITIONAL INFORMATION

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

Yours faithfully,

On behalf of the Board

Uni-Bio Science Group Limited

Kingsley Leung

Chairman

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LETTER FROM THE INDEPENDENT BOARD COMMITTEE

The following is a full text of the letter from the Independent Board Committee prepared for the propose of inclusion in this circular:

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)

15 September 2020

To the Independent Shareholders

Dear Sir or Madam,

DISCLOSEABLE AND CONNECTED TRANSACTIONS -

VARIATION OF TERMS TO TRANSACTION ARRANGEMENTS

We refer to the circular issued by the Company dated 15 September 2020 ("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 consider whether the Variation of Terms and the transactions contemplated thereunder are fair and reasonable and in the interests of the Company and the Shareholders as a whole. Amasse Capital Limited has been appointed as the independent financial adviser to advise us in this respect.

We wish to draw your attention to the letter from the Board and the letter from the Independent Financial Adviser as set out in the Circular. Having considered the principal factors and reasons considered by, and the advice of, the Independent Financial Adviser as set out in its letter of advice, we are of the opinion that although the Variation of Terms are not in the ordinary and usual course of business of the Group, the Variation of Terms and the transactions contemplated thereunder are on normal commercial terms and are fair and reasonable in so far as the Independent Shareholders are concerned and in the interests of the Company and the Shareholders as a whole. Accordingly, we recommend the Independent Shareholders to vote in

  • For identification purposes only

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LETTER FROM THE INDEPENDENT BOARD COMMITTEE

favour of the ordinary resolution to be proposed at the EGM to approve the Variation of Terms and the transactions contemplated thereunder.

Yours faithfully,

For and on behalf of

Independent Board Committee

Chow Kai Ming

Ren Qimin

Ma Qingshan

Independent non-executive Directors

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

The following is the full text of the letter of advice to the Independent Board Committee and the Independent Shareholders from the Independent Financial Adviser prepared for the purpose of incorporation in this circular.

15 September 2020

To the Independent Board Committee and the Independent Shareholders

Dear Sirs,

DISCLOSEABLE AND CONNECTED TRANSACTIONS -

VARIATION OF TERMS TO TRANSACTION ARRANGEMENTS

INTRODUCTION

We refer to our appointment as the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders in respect of the Variation of Terms, details of which are set out in the letter from the Board (the "Letter from the Board") contained in the circular of the Company dated 15 September 2020 (the "2020 Circular"), of which this letter forms a part. Capitalised terms used in this letter shall have the same meanings as those defined in the 2020 Circular unless the context requires otherwise.

Reference is made to the 2019 Circular and the announcements of the Company dated 25 February 2019, 25 March 2019, 31 December 2019 and 22 June 2020 in relation to the Transaction Arrangements. At an extraordinary general meeting of the Company held on 25 February 2019, the resolution approving the Transaction Arrangements and the transactions contemplated thereunder has been passed by the Independent Shareholders in accordance with the relevant Listing Rules requirements. On 25 March 2019, each of the Figures Up Completion and the WTGL Land and Property Rights Completion took place.

As disclosed in the announcements of the Company dated 31 December 2019 and 22 June 2020, the parties to the WTGL SP Agreement entered into the First Supplemental Agreement and the Second Supplemental Agreement respectively, whereby the WTGL Sale Shares Completion Long Stop Date is currently extended to 31 December 2020 (or such other date as Vendor B and Purchaser B may agree in writing) and the third phase payment of the WTGL Consideration, i.e. RMB12,000,000, is currently extended to (i) at the WTGL Sale Shares Completion; or (ii) on 31 December 2020 (or if such day is not a Business Day, the immediately preceding Business Day), whichever date is earlier.

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

At the time of the entering into of the original WTGL SP Agreement, the transactions contemplated under the Transaction Arrangements constituted a discloseable transaction of the Company under Chapter 14 of the Listing Rules and a connected transaction of the Company for the purpose of Chapter 14A of the Listing Rules. The Transaction Arrangements and the transactions contemplated thereunder were approved by the Independent Shareholders on 25 February 2019 in accordance with the relevant Listing Rules requirements.

Rule 14.36 and the note under Rule 14A.35 of the Listing Rules require that if there is any material variation of its terms or material delay in the completion of the agreement in relation to notifiable transaction/connected transaction, the issuer must, where applicable, re-comply with the relevant Listing Rules.

As Purchaser B is an associate of Mr. Leung, an executive Director and Chairman of the Board, Purchaser B is a connected person of the Company and accordingly, in view of the Variation of Terms constitutes a material variation of terms or material delay in the completion of the Transaction Arrangements, the Variation of Terms will be subject to the reporting, announcement and the Independent Shareholders' approval requirements under Chapter 14A of the Listing Rules.

Given that (1) Purchaser B is an associate of Mr. Leung, an executive Director and Chairman of the Board; (2) Mr. Chen Dawei, an executive Director, is an indirect 10% beneficial owner of Purchaser B; and (3) an indirect 15% beneficial owner of Purchaser B is an associate of Mr. Yau Kwok Wing Tony, a non-executive Director, each of Mr. Leung, Mr. Chen Dawei and Mr. Yau Kwok Wing Tony had abstained from voting on the resolutions of the Board to approve the Variation of Terms and the transactions contemplated thereunder. Save as disclosed above, none of the other Directors had material interests in the Variation of Terms and the transactions contemplated thereunder and accordingly, no other Director was required to abstain on the resolutions at the Board meeting held to approve the Variation of Terms and the transactions contemplated thereunder.

To the best of the Directors' knowledge, information and belief and having made all reasonable enquiries, as at the Latest Practicable Date, save for (1) Mr. Leung and his associates, who together as at the Latest Practicable Date held 1,726,738,104 Shares representing approximately 26.87% of the issued Shares; (2) Mr. Chen Dawei and his associates, who together as at the Latest Practicable Date held 155,094,438 Shares representing approximately 2.41% of the issued Shares; and (3) Vital Vigour and its associates, who together as at the Latest Practicable Date held 873,360,000 Shares, representing approximately 13.59% of the issued Shares, each of which are required to abstain from voting on the resolution to be proposed at the EGM, no Shareholder had a material interest in the Variation of Terms and the transactions contemplated thereunder, and other than the Shareholders as mentioned above, no other Shareholder would be required to abstain from voting at the EGM in respect of the resolution relating to the Variation of Terms and the transactions contemplated thereunder as at the Latest Practicable Date.

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

The Independent Board Committee comprising all of the independent non-executive Directors has been formed pursuant to the Listing Rules to advise and provide recommendation to the Independent Shareholders on the Variation of Terms and the transactions contemplated thereunder. We have been appointed by the Company as the Independent Financial Adviser to advise the Independent Board Committee and the Independent Shareholders in this respect, and such appointment has been approved by the Independent Board Committee.

OUR INDEPENDENCE

As at the Latest Practicable Date, we did not have any relationships or interests with the Company or any other parties that could reasonably be regarded as relevant to our independence. In the last two years, we have acted as the independent financial adviser to the independent board committee and the independent shareholders of the Company for the following transaction (the "Previous Appointment"):

Date of the relevant circular

and our letter of advice

Nature of the transaction

8 February 2019

Discloseable and connected transactions -

Transaction Arrangements

With regard to our independence from the Company, it is noted that (i) apart from normal professional fees paid or payable to us in connection with the Previous Appointment as well as the current appointment as the Independent Financial Adviser, no arrangements exist whereby we had received or will receive any fees or benefits from the Company or any other parties that could reasonably be regarded as relevant to our independence; (ii) we have maintained our independence from the Company during the Previous Appointment; (iii) the service fees received separately or aggregately from the Previous Appointment and the current appointment do not constitute a significant portion of our total revenue; and (iv) our independence from the Company has not been compromised because of the Previous Appointment. Accordingly, we consider that the Previous Appointment would not affect our independence, and that we are independent pursuant to Rule 13.84 of the Listing Rules.

BASIS OF OUR OPINION

In formulating our opinion to the Independent Board Committee and the Independent Shareholders, we have relied on the statements, information, opinions and representations contained or referred to in the 2020 Circular and the information and representations as provided to us by the Directors and the management of the Company (collectively, the "Management").

We have assumed that all information and representations that have been provided by the Management, for which the Directors are solely and wholly responsible, are true and accurate at the time when they were made and continue to be so as at the Latest Practicable Date. We have also assumed that all statements of belief, opinion, expectation and intention made by the Directors in the 2020 Circular were reasonably made after due enquiry and careful consideration.

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

We have no reason to suspect that any material facts or information have been withheld or to doubt the truth, accuracy and completeness of the information and facts contained in the 2020 Circular, or the reasonableness of the opinions expressed by the Company, its advisers and/or the Directors, which have been provided to us. Our opinion is based on the representation and confirmation of the Management that there are no undisclosed private agreements/arrangements or implied understanding with anyone concerning the Variation of Terms. We consider that we have taken sufficient and necessary steps on which to form a reasonable basis and an informed view for our opinion in compliance with the Listing Rules.

The Directors have collectively and individually accepted full responsibility for the accuracy of the information contained in the 2020 Circular and have confirmed, having made all reasonable enquiries, which to the best of their knowledge and belief, that the information contained in the 2020 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 2020 Circular or the 2020 Circular as a whole misleading. We, as the Independent Financial Adviser, take no responsibility for the contents of any part of the 2020 Circular, save and except for this letter of advice.

We consider that we have been provided with sufficient information to reach an informed view and to provide a reasonable basis for our opinion. We have not, however, carried out any independent verification of the information provided by the Management, nor have we conducted any independent in-depth investigation into the business and affairs of any members of the Group, the counter party(ies) or their respective subsidiaries or associates. We also have not considered the taxation implication on the Group or the Shareholders as a result of the Variation of Terms. We have not carried out any feasibility study on the past, and forthcoming investment decision, opportunity or project undertaken or to be undertaken by the Group. Our opinion has been formed on the assumption that any analysis, estimation, anticipation, condition and assumption provided by the Group are feasible and sustainable. Our opinion shall not be constructed as to give any indication to the validity, sustainability and feasibility of any past, existing and forthcoming investment decision, opportunity or project undertaken or to be undertaken by the Group.

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 our opinion and we have no obligation to update this opinion to take into account events occurring after the Latest Practicable Date or to update, revise or reaffirm our opinion. In addition, nothing contained in this letter should be construed as a recommendation to hold, sell or buy any Shares or any other securities of the Company. We expressly disclaim any liability and/or any loss arising from or in reliance upon the whole or any part of the contents of this letter.

Lastly, where information in this letter has been extracted from published or otherwise publicly available sources, we are not obligated to conduct any independent in-depth investigation into the accuracy and completeness of those information.

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

PRINCIPAL FACTORS TAKEN INTO CONSIDERATION

In formulating our opinion, we have taken into consideration the following principal factors and reasons.

1. Information on the Group and the parties to the Third Supplemental Agreement

1.1 The Group

With reference to the Letter from the Board, the Group is principally engaged in the manufacture and sales of pharmaceutical products and operates through four segments, namely,

  1. In-houseChemical Pharmaceutical Products segment: engaged in the manufacture and sales of in-house chemical pharmaceutical products, which include Pinup®, among others.
  2. In-houseBiological Pharmaceutical Products segment: engaged in the manufacture and sales of in-house biological pharmaceutical products, which include GeneTime® and GeneSoft®, among others.
  3. In-houseBiological Pipeline segment: engaged in the industrialisation of in-house biological pipeline, which biological pipeline products include Uni-E4 and Uni-PTH, among others.
  4. Third-partyPharmaceutical Products segment: engaged in the sales of third-party pharmaceutical products.

1.2 Information on the parties to the Third Supplemental Agreement

Vendor B is principally engaged in investment holding and an indirect wholly-owned subsidiary of the Company.

Purchaser B is a company incorporated in BVI with limited liability which is principally engaged in investment holding. As at the Latest Practicable Date: (1) the mother of Mr. Leung, an executive Director and Chairman of the Board, is an indirect 60% beneficial owner of Purchaser B; (2) Mr. Chen Dawei, an executive Director, is an indirect 10% beneficial owner of Purchaser B; (3) Vital Vigour, a substantial shareholder of the Company, is an associate of an indirect 15% shareholder of Purchaser B; and (4) each of Mr. Chen Dawei, the mother of Mr. Leung and a brother of Mr. Leung is a director of Purchaser B. Accordingly, Purchaser B is an associate of Mr. Leung and Purchaser B is a connected person of the Company under the Listing Rules.

WTGL is principally engaged in manufacturing and selling of biological products and a wholly-owned subsidiary of Vendor B.

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

2. Principal Terms of the Third Supplemental Agreement

Set out below is a summary of the principal terms of the Third Supplemental Agreement.

  1. Date
    11 August 2020
  2. Parties
    1. Vendor B;
    2. Purchaser B; and
    3. WTGL.
  3. Subject matter of the Third Supplemental Agreement

Pursuant to the Third Supplemental Agreement, the parties to the WTGL SP Agreement agreed to the Variation of Terms as follows:

  1. extension of the WTGL Sale Shares Completion Long Stop Date to 31 December 2021 (or such other date as Vendor B and Purchaser B may agree in writing);
  2. last date of the third phase payment of the WTGL Consideration - notwithstanding any provisions in the WTGL SP Agreement and that whether the WTGL Sale Shares Completion had taken place or not, the third phase payment of the WTGL Consideration, i.e. RMB12,000,000, shall be paid by Purchaser B to Vendor B at the latest on 31 December 2021 or if earlier, at the WTGL Sale Shares Completion; and
  3. a definitive period of the rent-free period - under the original WTGL SP Agreement, Purchaser B has undertaken (and where applicable, shall procure WTGL B to comply with such undertaking) to Vendor B and WTGL that they shall be entitled to use, free of charge, the WTGL Land and the property on the WTGL Land for the period (the "Rent-freePeriod") commencing from the WTGL Land Use and Property Rights Completion until the end of the 12 months' period following the completion of the WTGL Split-off and the titles of the land use rights of and property rights on the WTGL Land having been transferred to WTGL B. Pursuant to the Third Supplemental Agreement, such Rent-free Period was set to commence on the date of the WTGL Land and Property Rights Completion (i.e. 25 March 2019) and end on 31 December 2020. After such Rent-free Period, if applicable, the parties may enter into a lease agreement for the lease of the WTGL Land in which the rental payable shall not be higher than the prevailing market price (such market price to be determined by an independent property valuer) and the Company shall comply with all applicable requirements under Chapters 14 and 14A of the Listing Rules when the Group enters into such lease agreement.

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

Save for the aforementioned changes, all terms and conditions in the WTGL SP Agreement (as varied and supplemented by the First Supplemental Agreement and the Second Supplemental Agreement) remain unchanged and in full force and effect.

2.4 Condition precedent to the Third Supplemental Agreement

The Variation of Terms shall be conditional upon the condition precedent that the Independent Shareholders having passed the necessary resolution approving the Variation of Terms and transactions contemplated under the WTGL SP Agreement (as varied and supplemented by the First Supplemental Agreement, the Second Supplemental Agreement and the Third Supplemental Agreement) at the EGM.

The above condition precedent is not capable of being waived by any party to the Third Supplemental Agreement.

If the condition precedent above cannot be fulfilled on or before 31 December 2020 (or such other date as the parties may agree), the Third Supplemental Agreement shall not become unconditional and shall lapse and no party shall have any claim against or liability to the other party with respect to any matter referred to in the Third Supplemental Agreement save for any antecedent breaches of the Third Supplemental Agreement.

2.5 Effective date of the Variation of Terms

Under the Third Supplemental Agreement, the Variation of Terms shall be effective on the same day on which the condition precedent to the Third Supplemental Agreement is fulfilled (or such other date as Purchaser B and Vendor B shall agree in writing).

3. Reasons for the Variation of Terms

As mentioned in the Letter from the Board, the Group entered into the Transaction Arrangements so as to allow the Group to streamline its business operations, rationalise asset composition and enable the Group to focus on its core business, which is the manufacturing and sales of pharmaceutical products focusing on endocrinology, ophthalmology and dermatology and supporting the launch of its products Uni-E4,Uni-PTH and Acarbose, being the three products then in their final phase of development. As set out in the 2019 Circular, the Transaction Arrangements consisted of two major components and are reproduced hereinbelow:

  1. the Figures Up Disposal; and
  2. the WTGL Disposal, comprising of the following arrangements, namely:
    1. the WTGL Land and Property Rights Completion - the transfer of the WTGL Land and Property Rights, representing all the economic rights relating to the land use rights of the WTGL Land and property rights of the buildings constructed thereon the WTGL Land, to Purchaser B;

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

  1. the WTGL Split-off - at the same time, the undertaking of a split-off by WTGL whereby the assets and liabilities will be taken up by two entities, namely, the surviving WTGL and WTGL B separately;
  2. after the completion of the WTGL Split off, the transfer of the title of the land use rights of the WTGL Land and the property rights of the buildings constructed on the WTGL Land to WTGL B; and
  3. the WTGL Sale Shares Completion - after completion of step (iii) above, all the equity interest in WTGL B will be transferred to Purchaser B.

The purpose of the arrangements under the WTGL Disposal was to allow the disposal of the WTGL Land, while all remaining assets and liabilities, including the production equipment and process of the production facilities and intellectual property rights of WTGL could be retained by the Group.

We noted from the Third Supplemental Agreement and the parties have further confirmed that (a) the WTGL Land Use and Property Rights Completion, that is, the completion of the disposal of the WTGL Land and Property Rights pursuant to the WTGL SP Agreement, had taken place on 25 March 2019; (b) the WTGL Split-off had been completed whereby WTGL B is the split-off entity of the surviving WTGL; and (c) the first and second phases of the WTGL Consideration, of an aggregate amount of RMB48,000,000, had been paid by Purchaser B to Vendor B.

In assessing the fairness and reasonableness of the Variation of Terms, we discussed with the Management and are given to understand that after the completion of the WTGL Split-off, the Group had already started the preparatory work for the transfer the title of the land use rights of the WTGL Land and property rights of the buildings constructed on the WTGL Land in June 2019 by making application to the tax authority for the relevant tax concessions in connection with such disposal. Such tax concessions were obtained in August 2019 and the Group has made the application to the relevant land bureau for the transfer in September 2019. On 31 December 2019, the parties to the WTGL SP Agreement entered into the First Supplemental Agreement to extend the WTGL Sale Shares Completion Long Stop Date to 30 June 2020 (or such other date as Vendor B and Purchaser B may agree in writing), and accordingly, extend the third phase payment of the WTGL Consideration to at the WTGL Sale Shares Completion; or on 30 June 2020 (or if such day is not a Business Day, the immediately preceding Business Day). When the First Supplemental Agreement was entered into, it was expected by the parties that the remaining steps under the WTGL Disposal and the WTGL Sale Shares Completion could be completed by such then extended date. However, there is an outbreak of COVID-19 in the PRC since early 2020. The COVID-19 outbreak has affected various provinces and regions in the PRC in which as a result of the lock-down and reallocation of resources by the PRC Government departments and regulatory authorities to tackle with the COVID-19 outbreak, there had been no material progress in the Group's application process on the PRC governmental authority for transfer of the title and land use rights of the WTGL Land and property rights

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

of the buildings constructed on the WTGL Land. As the transfer of the title and land use rights of the WTGL Land and property rights of the buildings constructed on the WTGL Land has taken more time than the parties have originally expected, as disclosed in the announcement of the Company dated 22 June 2020, the parties to the WTGL SP Agreement entered into the Second Supplemental Agreement to further extend the WTGL Sale Shares Completion Long Stop Date to 31 December 2020 (or such other date as Vendor B and Purchaser B may agree in writing) and further extend the third phase payment of the WTGL Consideration to at the WTGL Sale Shares Completion; or on 31 December 2020 (or if such day is not a Business Day, the immediately preceding Business Day).

As advised by the Management, based on the initial assessment of the Management, it is expected that the transfer of the land titles and property rights may happen within the second half of 2020 and such expected transfer completion date is merely an expectation of the management of the Group and cannot be guaranteed. Having considered that (i) the third phase payment of RMB12,000,000 represents 20% of the WTGL Consideration and it shall be settled by Purchaser B to Vendor B in accordance with the terms of the WTGL SP Agreement (as varied and supplemented by the First Supplemental Agreement, the Second Supplemental Agreement and the Third Supplemental Agreement); (ii) as further advised by the Management, as at the Latest Practicable Date, there had been no material progress for such transfer application process which was submitted in 2019; (iii) under the unexpected prolonged application process, additional time is required for the transfer of the title of the land use rights of the WTGL Land and property rights of the buildings constructed on the WTGL Land to be completed; (iv) an awkward situation as explained in the section headed "Third Supplemental Agreement - Implications in the event of non-fulfillment of the condition precedent to the Third Supplemental Agreement" in the Letter from the Board may occur if the parties could not proceed to the WTGL Sale Shares Completion due to the lapse of the WTGL SP Agreement; (v) the lapse of the WTGL SP Agreement would be prevented by extension of the WTGL Sale Share Completion Long Stop Date; and (vi) the delay in the WTGL Sale Shares Completion is considered to be beyond control of either the Purchaser B or the Vendor B, we are in the views that extension of the WTGL Sale Share Completion Long Stop Date to 31 December 2021 and the last date of third phase payment of the WTGL Consideration to 31 December 2021 are fair and reasonable so far as the Independent Shareholders are concerned.

Furthermore, pursuant to the Third Supplemental Agreement, such Rent-free Period was set to commence on the date of the WTGL Land and Property Rights Completion (i.e. 25 March 2019) and end on 31 December 2020. After such Rent-free Period, if applicable, the parties may enter into a lease agreement for the lease of the WTGL Land in which the rental payable shall not be higher than the prevailing market price (such market price to be determined by an independent property valuer).

We are advised by the Company that under the parties' originally projected timeline at the time of entering into of the Transaction Arrangements in November 2018, the Rent-free Period was expected to be ended on or around the end of 2019 or early 2020. However, due to the unexpected delay as mentioned above, it resulted in an unexpected prolonged time

- 27 -

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

gap between the completion of the WTGL Split-off and the transfer of the titles of the land use rights of the WTGL Land and property rights of the buildings constructed on the WTGL Land to WTGL B. We note that (i) pursuant to the WTGL SP Agreement, the WTGL Land and Property Rights Completion is one of the conditions precedent to the completion of the WTGL SP Agreement which is to be fulfilled on or before 31 December 2019 (the "Original Latest Completion Date"); and (ii) assuming the Original Latest Completion Date has taken place on 31 December 2019 which was in accordance with the parties' originally projected timeline at the time of entering into of the Transaction Arrangements in November 2018, the Rent-free Period should have ended on 31 December 2020 accordingly (i.e. being 12 months following (a) the completion of the WTGL Split-off and the titles of the land use rights of and property rights on the WTGL Land having been transferred to WTGL B; or (b) the WTGL Land Use and Property Rights Completion (whichever period is longer). Therefore, we are of the view that the Rent-free Period of up to 31 December 2020 as provided under the Third Supplemental Agreement is in line with the original intentions of the parties to the WTGL SP Agreement, and thus is fair and reasonable.

Having considered the above reasons, we concur with the Directors' view that the Variation of Terms is fair and reasonable and in the interests of the Company and the Independent Shareholders as a whole.

RECOMMENDATION

Having taken into consideration the factors and reasons as stated above, despite the Variation of Terms is not in the ordinary and usual course of business of the Group, we consider that the Variation of Terms and the transactions contemplated thereunder are on normal commercial terms and are fair and reasonable so far as the Independent Shareholders are concerned and in the interests of the Company and the Shareholders as a whole. Accordingly, we recommend the Independent Board Committee to advise the Independent Shareholders to vote in favour of the resolution(s) to be proposed at the EGM to approve the Variation of Terms and the transactions contemplated thereunder and we recommend the Independent Shareholders to vote in favour of the resolution(s) in this regard.

Yours faithfully,

For and on behalf of

Amasse Capital Limited

Michael Lam

Managing Director

Mr. Michael Lam is a licensed person registered with the Securities and Future Commission of Hong Kong and regards as a responsible officer of Amasse Capital Limited to carry out type 1 (dealing in securities) and type 6 (advising on corporate finance) regulated activity under the SFO and has over 20 years of experience in corporate finance industry.

- 28 -

APPENDIX I

GENERAL INFORMATION

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

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

Number of

Shares and

Approximate

underlying

percentage of

Name of Director

Nature of interest

Shares

interest

(Note 1)

Mr. Leung

Beneficial owner

1,755,937,104

27.33%

(Note 2)

Chen Dawei

Beneficial owner

195,574,438

3.04%

(Note 3)

Zhao Zhi Gang

Beneficial owner

90,430,000

1.41%

(Note 4)

Yau Kwok Wing Tony

Interest in controlled

1,098,120,000

17.09%

corporation

(Note 5)

- I-1 -

APPENDIX I

GENERAL INFORMATION

Number of

Shares and

Approximate

underlying

percentage of

Name of Director

Nature of interest

Shares

interest

(Note 1)

Chow Kai Ming

Beneficial owner

9,840,000

0.15%

(Note 6)

Ren Qimin

Beneficial owner

8,060,000

0.13%

(Note 7)

Ma Qingshan

Beneficial owner

6,420,000

0.10%

(Note 8)

Notes:

  1. The percentage of shareholding is calculated on the basis of 6,425,768,147 Shares in issue as at the Latest Practicable Date.
  2. These interests consist of: (i) 1,726,738,104 Shares held directly and indirectly by Automatic Result Limited that is wholly owned by MJKPC Holdings Limited, a family trust of which Mr. Leung is one of the discretionary objects; and (ii) 29,199,000 underlying Shares relating to the share options granted by the Company to Mr. Leung.
  3. These interests consist of (i) 155,094,438 Shares held by Mr. Chen Dawei; and (ii) 40,480,000 underlying Shares relating to the share options granted by the Company to Mr. Chen Dawei.
  4. These interests consist of (i) 3,750,000 Shares held by Mr. Zhao Zhi Gang; and (ii) 86,680,000 underlying Shares relating to the share options granted by the Company to Mr. Zhao Zhi Gang.
  5. These interests consist of 873,360,000 Shares and 224,760,000 underlying Shares held by Vital Vigour Limited, which is a corporation controlled by Mr. Yau Kwok Wing Tony within the meaning of Part XV of the SFO.
  6. These represent the underlying Shares relating to the share options granted by the Company to Mr. Chow Kai Ming.
  7. These represent the underlying Shares relating to the share options granted by the Company to Mr. Ren Qimin.
  8. These represent the underlying Shares relating to the share options granted by the Company to Mr. Ma Qingshan.

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

- I-2 -

APPENDIX I

GENERAL INFORMATION

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.

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

Number of

Shares and

Approximate

underlying

percentage of

Name

Nature of interest

Shares

interest

(Note 1)

Automatic Result Limited

Beneficial owner and

1,726,738,104

26.87%

(Note 2)

Interest in controlled

corporation

Lord Profit Limited

Beneficial owner

914,576,010

14.23%

(Note 3)

Overseas Capital Assets

Beneficial owner

657,180,000

10.23%

Limited (Note 4)

Vital Vigour Limited

Beneficial owner

1,091,700,000

16.99%

(Note 5)

Notes:

  1. The percentage of shareholding is calculated on the basis of 6,425,768,147 Shares in issue as at the Latest Practicable Date.
  2. These interests consist of (i) 812,162,094 Shares held directly by Automatic Result Limited; and (ii) 914,576,010 Shares held by Lord Profit Limited which is wholly owned by Automatic Result Limited. Automatic Result Limited is wholly owned by MJKPC Holdings Limited, which is a family trust which Mr. Leung is one of the discretionary objects.
  3. Lord Profit Limited is wholly owned by Automatic Result Limited.
  4. Based on the notice of disclosure of interests of Overseas Capital Assets Limited filed on 19 June 2014, Overseas Capital Assets Limited is wholly owned by He Rufeng.

- I-3 -

APPENDIX I

GENERAL INFORMATION

5. Based on the notice of disclosure of interests of each of Vital Vigour Limited, HeungKong Great Health Fund I L.P. and HeungKong Great Health GP Limited each filed on 16 April 2018, these interests consist of 873,360,000 Shares and 218,340,000 underlying Shares held by Vital Vigour Limited, which is wholly owned by HeungKong Great Health Fund I L.P., which in turn is controlled by HeungKong Great Health GP Limited as general partner. Based on the notice of disclosure of interests of Mr. Yau Kwok Wing Tony, a non-executive Director, filed on 8 August 2019, Vital Vigour Limited is a corporation controlled by Mr. Yau Kwok Wing Tony within the meaning of Part XV of the SFO.

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

None of the Directors has a service contract with any member of the Group which is not determinable by the Group within one year without payment of compensation, other than statutory compensation.

5. COMPETING BUSINESS

As at the Latest Practicable Date, none of the Directors nor his close 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.

  1. OTHER INTERESTS OF THE DIRECTORS
    Save as disclosed in this circular, 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 2019, 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 Latest Practicable Date and which is significant in relation to the business of the Group.
  2. 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 2019, being the date to which the latest published audited accounts of the Group were made up.

- I-4 -

APPENDIX I

GENERAL INFORMATION

8. EXPERT AND CONSENT

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

Name

Qualification

Amasse Capital Limited

A licensed corporation to carry on Type 1 (dealing in

securities) and Type 6 (advising on corporate finance)

regulated activity under the SFO)

The above named expert has given and has not withdrawn its written consent to the issue of this circular, with the inclusion of its letter as set out in this circular and references to its name in the form and context in which it appears.

As at the Latest Practicable Date, the above named expert had not had any shareholding in any member of the Group or the 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 not had any direct or indirect interests in any assets which have been, since 31 December 2019 (being the date to which the latest published audited accounts of the Company were made up), acquired or disposed of by or leased to any member of the Group, or which are proposed to be acquired or disposed of by or leased to any member of the Group.

9. DOCUMENTS AVAILABLE FOR INSPECTION

Copies of the following documents will be available for inspection during normal business hours on any Business Day at the principal place of business of the Company in Hong Kong at Unit 502, 5/F, No. 20 Science Park East Avenue, Hong Kong Science Park, Shatin, New Territories, Hong Kong from the date of this circular up to and including 29 September 2020:

  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;

- I-5 -

APPENDIX I

GENERAL INFORMATION

  1. the written consent as referred to in the paragraph headed "Expert and consent" in this appendix;
  2. the 2019 Circular;
  3. each of the WTGL SP Agreement, the First Supplemental Agreement, the Second Supplemental Agreement and the Third Supplemental Agreement; and
  4. this circular.

- I-6 -

NOTICE OF EGM

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 ("Meeting") of Uni-Bio Science Group Limited ("Company") will be held at 10:00 a.m. on Monday, 12 October 2020 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

    1. the proposed variation of terms ("Variation of Terms") to the WTGL SP Agreement (as defined in the circular of the Company dated 15 September 2020 ("Circular", a copy of which marked "A" and signed by the chairman of the Meeting for identification purpose has been tabled at the Meeting)) pursuant to the supplemental agreement dated 11 August 2020 entered into between Zethanel Properties Limited, Greater Bay Capital Limited and 深圳市華生元基因工程發展有限公司 ("Third Supplemental Agreement", a copy of which marked "B" and signed by the chairman of the Meeting for identification purpose has been tabled at the Meeting) and the transactions contemplated thereunder or incidental thereto be and are hereby approved, confirmed and ratified;
    2. the Transaction Arrangements (as defined in the Circular) and the transactions contemplated thereunder or incidental thereto, including but not limited to the transactions contemplated under the WTGL SP Agreement as varied and supplemented by the First Supplemental Agreement, the Second Supplemental Agreement (each as defined in the Circular, and a copy of each of which marked "C" and "D" respectively and signed by the chairman of the Meeting for identification purpose has been tabled at the Meeting) and the Third Supplemental Agreement be and are hereby approved, confirmed and ratified; and
  • For identification purposes only

- EGM-1 -

NOTICE OF EGM

  1. 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 Variation of Terms and the transactions contemplated thereunder and/or under the Third Supplemental Agreement 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 Third Supplemental Agreement or any of the agreements entered into under the Transaction Arrangements 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, 15 September 2020

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, 6 October 2020 to Friday, 9 October 2020, 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, 5 October 2020 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.

- EGM-2 -

NOTICE OF EGM

  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 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/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, 10 October 2020 or where applicable, not less than 48 hours before the time appointed for the holding of the adjourned Meeting (as the case may be).
  3. 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.
  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 of Directors comprises three executive Directors, namely, Mr. Kingsley Leung (Chairman), Mr. Chen Dawei (Vice-chairman) and Mr. Zhao Zhi Gang; one non-executive Director, namely, Mr. Yau Kwok Wing Tony; and three independent non-executive Directors, namely, Mr. Chow Kai Ming, Mr. Ren Qimin and Mr. Ma Qingshan.

- EGM-3 -

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Uni-Bio Science Group Ltd. published this content on 14 September 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 14 September 2020 08:59:06 UTC