Uni Bio Science : NOTICE OF EXTRAORDINARY GENERAL MEETING

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UNI-BIO SCIENCE GROUP LIMITED

聯 康 生 物 科 技 集 團 有 限 公 司*

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 0690)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an extraordinary general meeting ("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"

• For identification purposes only

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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

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.

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1. 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.
2. 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.
3. 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).
4. 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.
5. 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.

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