UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES

EXCHANGE ACT OF 1934

(Amendment No. 2)

Filed by the Registrant þ                            Filed by a Party other than the Registrant ¨

Check the appropriate box:

COMMONWEALTH BIOTECHNOLOGIES, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

COMMONWEALTH BIOTECHNOLOGIES, INC.

601 Biotech Drive, Richmond, Virginia 23235

PROXY STATEMENT AND NOTICE OF

2009 ANNUAL MEETING OF SHAREHOLDERS

To our shareholders:

It is my pleasure to invite you to attend our 2009 Annual Meeting of Shareholders on October 9, 2009, at 10:00 a.m., Eastern Time. The meeting will be held electronically via Telecom.

The matters to be acted upon at the meeting are described in the Notice of 2009 Annual Meeting of Shareholders and Proxy Statement. At the meeting, we will also report on the Company’s performance and operations during the fiscal year ended December 31, 2008 and respond to shareholder questions.

YOUR VOTE IS VERY IMPORTANT. WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING OF SHAREHOLDERS, WE URGE YOU TO VOTE AND SUBMIT YOUR PROXY BY TELEPHONE, THE INTERNET OR BY MAIL. IF YOU ARE A REGISTERED SHAREHOLDER AND ATTEND THE MEETING, YOU MAY REVOKE YOUR PROXY AND VOTE YOUR SHARES IN PERSON. IF YOU HOLD YOUR SHARES THROUGH A BANK OR BROKER AND WANT TO VOTE YOUR SHARES IN PERSON AT THE MEETING, PLEASE CONTACT YOUR BANK OR BROKER TO OBTAIN A LEGAL PROXY. THANK YOU FOR YOUR SUPPORT.

NOTICE OF ANNUAL MEETING

OF THE SHAREHOLDERS OF

COMMONWEALTH BIOTECHNOLOGIES, INC.

ITEMS OF BUSINESS:

(1) To elect three Class III members of the Board of Directors, each to serve a term expiring at the Annual Meeting of the Shareholders in 2012 or until a successor is duly elected and qualified;

(2) To approve the issuance of more than 20% of the Company’s outstanding securities by modifying existing instruments, ratifying existing agreements and issuing new warrants as follows:

Note: Items 2(A) – 2(G) must all be approved in order for any of them to be approved. If any of these subparts is not approved, all other subparts will not pass, even if they otherwise receive a majority vote by the shareholders.

(2(A)) To ratify the Modification, Waiver and Acknowledgment Agreement between the Company and the PIPE investors as amended by the Second Modification, Waiver and Acknowledgment Agreement (the “Modification Agreement”) and approve any issuance of shares under the Modification Agreement that will result in the issuance of 20% or more of the Company’s outstanding common stock;

(2(B)) To ratify the issuance of a $500,000 convertible promissory note to Fornova Pharmaworld Inc. (“Fornova”) (the “Fornova Note”);

(2(C)) To approve a proposal to amend the Fornova Note so as to reduce the conversion price to $0.50 per share;

(2(D)) To approve a proposal to issue 2,000,000 Series A Warrants to purchase shares of the Company’s common stock at an exercise price of $0.71 per share to Fornova;

(2(E)) To approve a proposal to issue 500,000 Series B Warrants to purchase shares of the Company’s common stock at an exercise price of $1.01 per share to Fornova;

(2(F)) To approve a proposal to issue 3,920,139 Series A Warrants to purchase shares of the Company’s common stock at an exercise price of $0.71 per share to Venturepharm Laboratories Limited (“VPL”);

(2(G)) To approve a proposal to issue 653,357 Series B Warrants to purchase shares of the Company’s common stock at an exercise price of $1.01 per share to VPL;

(3) To approve the issuance of a $150,000 convertible note and warrants to purchase 600,000 shares of the Company’s common stock (the “Alpha Warrants”) to Alpha Capital Anstalt (“Alpha”) (the “Alpha Convertible Note”);

Note: While Alpha and the PIPE investors are related, Items 2 and 3 are independent. Item 2 need not be approved in order for Item 3 to pass and Item 3 need not be approved in order for Item 2 to pass.

(4) To approve the sale of the Company’s CBI Services and Fairfax Identity Laboratories divisions (collectively, the “Divisions”), subject to an Asset Purchase Agreement, dated July 16, 2009 (the “Purchase Agreement”), the Lease Agreement, as contemplated in the Purchase Agreement (the “Lease Agreement”) and the Non-Competition Agreement, as contemplated in the Purchase Agreement (the “Non-Competition Agreement”);

(5) To approve the Commonwealth Biotechnologies, Inc. 2009 Stock Incentive Plan;

(6) To ratify the appointment of Witt Mares, PLC as the Company’s independent registered public accounting firm to audit the Company’s financial statements for the fiscal year ending December 31, 2009; and

(7) To transact any other business properly coming before the meeting.

ABOUT THE 2009 ANNUAL MEETING OF SHAREHOLDERS

What am I voting on?

You will be voting on the following:

(1) The election of three Class III members of the Board of Directors, each to serve a term expiring at the Annual Meeting of Shareholders in 2012 or until a successor is duly elected and qualified;

(2) The approval of issuances of more than 20% of the Company’s outstanding securities by modifying existing instruments, ratifying existing agreements and issuing new warrants as follows:

Note: Items 2(A) – 2(G) must all be approved in order for any of them to be approved. If any of these subparts is not approved, all other subparts will not pass, even if they otherwise receive a majority vote by the shareholders.

(2(A)) The ratification of the Modification Agreement and approval of any issuance of shares under the Modification Agreement that will result in the issuance of 20% or more of the Company’s outstanding common stock;

(2(B)) The ratification of the Fornova Note;

(2(C)) The amendment of the Fornova Note to reduce the conversion price to $0.50 per share;

(2(D)) The issuance of 2,000,000 Series A Warrants to purchase shares of the Company’s common stock to Fornova;

(2(E)) The issuance of 500,000 Series B Warrants to purchase shares of the Company’s common stock to Fornova;

(2(F)) The issuance of 3,920,139 Series A Warrants to purchase shares of the Company’s common stock to VPL;

(2(G)) The issuance of 653,357 Series B Warrants to purchase shares of the Company’s common stock to VPL;

(3) The approval of the issuance of the Alpha Convertible Note and the Alpha Warrants to purchase 600,000 shares of the Company’s common stock;

Note: While Alpha and the PIPE investors are related, Items 2 and 3 are independent. Item 2 need not be approved in order for Item 3 to pass and Item 3 need not be approved in order for Item 2 to pass.

(4) The approval of the sale of the Divisions, subject to the Asset Purchase Agreement, the Lease Agreement and the Non-Competition Agreement;

(5) The approval of the Commonwealth Biotechnologies, Inc. 2009 Stock Incentive Plan;

(6) The ratification of the appointment of Witt Mares, PLC as the Company’s independent registered public accounting firm to audit the Company’s financial statements for the fiscal year ending December 31, 2009; and

(7) The transaction of any other business properly coming before the meeting.

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Who is entitled to vote?

You may vote if you owned shares of the Company’s common stock as of the close of business on September 14, 2009. Each share of common stock is entitled to one vote. As of September 14, 2009, we had 8,171,796 shares of common stock outstanding.

How do I vote before the meeting?

If you are a registered shareholder, meaning that you hold your shares in certificate form, you have three voting options:

(1) Over the Internet, which we encourage if you have Internet access, at the address shown on your proxy card;

(2) By phone, by calling 1-800-690-6903 using any touch-tone telephone to transmit your voting instructions; or

(3) By mail, by completing, signing and returning the enclosed proxy card.

If you hold your shares through an account with a bank or broker, your ability to vote by the Internet depends on their voting procedures. Please follow the directions that your bank or broker provides.

May I vote at the meeting?

You may vote your shares at the meeting if you register for and participate in the Telecom meeting in person. If you hold your shares through an account with a bank or broker, you must obtain a legal proxy from the bank or broker in order to vote at the meeting. A legal proxy is an authorization from your bank or broker to vote the shares it holds in its name for your benefit on the records of the Company’s transfer agent. Even if you plan to attend the Telecom meeting, we encourage you to vote your shares by proxy. You may vote by proxy through the Internet, by telephone or by mail.

Can I change my mind after I return my proxy?

You may change your vote at any time before the polls close at the conclusion of voting at the meeting. You may do this by (1) signing another proxy card with a later date and returning it to us before the meeting, (2) voting again over the Internet prior to 11:59 p.m., Eastern Time, on October 8, 2009, (3) voting again via the telephone prior to 11:59 p.m., Eastern Time, on October 8, 2009, or (4) voting at the Telecom meeting if you are a registered shareholder or have obtained a legal proxy from your bank or broker.

What if I return my proxy card but do not provide voting instructions?

Proxies that are signed and returned but do not contain instructions will be voted as follows:

(1) FOR the election of the three nominees for Class III directors, each as named herein;

(2) FOR all subparts of Proposal Two;

(3) FOR the approval of the Alpha Convertible Note and Alpha Warrants;

(4) FOR the approval of the sale of the Divisions;

(5) FOR the approval of the Commonwealth Biotechnologies, Inc. 2009 Stock Incentive Plan;

(6) FOR the ratification of Witt Mares, PLC as the Company’s independent registered public accounting firm to audit the Company’s financial statements for the fiscal year ended December 31, 2009; and

(7) in accordance with the best judgment of the named proxies on any other matters properly brought before the meeting.

What does it mean if I receive more than one proxy card or instruction form?

It indicates that your shares are registered differently and are in more than one account. To ensure that all shares are voted, please either vote each account by telephone or on the Internet, or sign and return all proxy cards. We encourage you to register all your accounts in the same name and address. Those holding shares through a bank or broker should contact your bank or broker and request consolidation.

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Will my shares be voted if I do not provide my proxy or instruction form?

If you are a registered shareholder and do not provide a proxy, you must attend the Telecom meeting in order to vote your shares. If you hold shares through an account with a bank or broker, your shares may be voted even if you do not provide voting instructions on your instruction form. Brokerage firms have the authority to vote shares for which their customers do not provide voting instructions on certain routine matters. The election of directors and the ratification of Witt Mares, PLC as the Company’s independent registered public accounting firm to audit the Company’s financial statements for the fiscal year ending December 31, 2009 are considered routine matters for which brokerage firms may vote without specific instructions. The other proposals to be voted on at the meeting are not considered “routine” under applicable rules. When a proposal is not a routine matter and the brokerage firm has not received voting instructions from the beneficial owner of the shares with respect to that proposal, the brokerage firm cannot vote the shares on that proposal. Shares that a broker is not authorized to vote are counted as “broker non-votes.”

How can I attend the Telecom meeting?

The Telecom meeting is open to all holders of the Company’s common stock as of September 14, 2009. To join the Telecom you must register by 12:00 noon eastern time on October 2, 2009. You may register by calling 1-800-735-9224 or 1-804-648-3820, or you may send an email to shareholder@cbi-biotech.com indicating your wish to register for the annual shareholder meeting. After registering, you will be provided with the necessary dial-in instructions no later than October 6, 2009.

May shareholders ask questions at the meeting?

Yes. Representatives of the Company will answer questions of general interest at the end of the meeting.

How many votes must be present to hold the meeting?

Your shares are counted as present at the meeting if you attend the Telecom meeting and vote in person or if you properly return a proxy by Internet, telephone or mail. In order for us to conduct our meeting, a majority of our outstanding shares of common stock as of September 14, 2009 must be present in person or by proxy. This is referred to as a quorum. Abstentions and broker non-votes will be counted for purposes of establishing a quorum at the meeting.

How many votes are needed to approve the Company’s proposals?

Proposal 1. The nominees receiving the highest number of “For” votes will be elected as directors. This number is called a plurality. Shares not voted will have no impact on the election of directors. The proxy given will be voted “For” each of the nominees for director unless a properly executed proxy card is marked “Withhold” as to a particular nominee or nominees for director.

Proposal 2 (A-G). Note: Items 2(A) – 2(G) must all be approved in order for any of them to be approved. If any of these subparts is not approved, all other subparts will not pass, even if they otherwise receive a majority vote by the shareholders.

Proposal 2(A). The ratification of the Modification Agreement and approval of any issuance of shares under the Modification Agreement that will result in the issuance of 20% or more of the Company’s outstanding common stock requires that a majority of the votes cast at the meeting be voted “For” the proposal and that the holders of a majority of the shares entitled to vote cast a vote, whether “For,” “Against” or “Abstain.”

Proposal 2(B). The ratification of the issuance of the Fornova Note requires that a majority of the votes cast at the meeting be voted “For” the proposal and that the holders of a majority of the shares entitled to vote cast a vote, whether “For,” “Against” or “Abstain.”

Proposal 2(C). The amendment of the Fornova Note to reduce the conversion price to $0.50 per share requires that a majority of the votes cast at the meeting be voted “For” the proposal and that the holders of a majority of the shares entitled to vote cast a vote, whether “For,” “Against” or “Abstain.”

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Proposal 2(D). The issuance of 2,000,000 Series A Warrants to purchase shares of the Company’s common stock to Fornova requires that a majority of the votes cast at the meeting be voted “For” the proposal and that the holders of a majority of the shares entitled to vote cast a vote, whether “For,” “Against” or “Abstain.”

Proposal 2(E). The issuance of 500,000 Series B Warrants to purchase shares of the Company’s common stock to Fornova requires that a majority of the votes cast at the meeting be voted “For” the proposal and that the holders of a majority of the shares entitled to vote cast a vote, whether “For,” “Against” or “Abstain.”

Proposal 2(F). The issuance of 3,920,139 Series A Warrants to purchase shares of the Company’s common stock to VPL requires that a majority of the votes cast at the meeting be voted “For” the proposal and that the holders of a majority of the shares entitled to vote cast a vote, whether “For,” “Against” or “Abstain.”

Proposal 2(G). The issuance of 653,357 Series B Warrants to purchase shares of the Company’s common stock to VPL requires that a majority of the votes cast at the meeting be voted “For” the proposal and that the holders of a majority of the shares entitled to vote cast a vote, whether “For,” “Against” or “Abstain.”

Proposal 3. The approval of the Alpha Convertible Note and the Alpha Warrants requires that a majority of the votes cast at the meeting be voted “For” the proposal and that the holders of a majority of the shares entitled to vote cast a vote, whether “For,” “Against” or “Abstain.”

Note: While Alpha and the PIPE investors are related, Items 2 and 3 are independent. Item 2 need not be approved in order for Item 3 to pass and Item 3 need not be approved in order for Item 2 to pass.

Proposal 4. The approval of the sale of the Divisions requires that a majority of the votes cast at the meeting be voted “For” the proposal and that the holders of a majority of the shares entitled to vote cast a vote, whether “For,” “Against” or “Abstain.”

Proposal 5. The approval of the Company’s 2009 Stock Incentive Plan requires that a majority of the votes cast at the meeting be voted “For” the proposal and that the holders of a majority of the shares entitled to vote cast a vote, whether “For,” “Against” or “Abstain.”

Proposal 6. The ratification of the appointment of Witt Mares, PLC as the Company’s independent registered public accounting firm to audit the Company’s financial statements for the fiscal year ending December 31, 2009 requires that a majority of the votes cast at the meeting be voted “For” the proposal. A properly executed proxy card marked “Abstain” with respect to this proposal will not be voted.

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BOARD OF DIRECTORS AND CORPORATE GOVERNANCE INFORMATION

What if a nominee is unwilling or unable to serve?

Each of the nominees listed in the Proxy Statement has agreed to serve as a director, if elected. If for some unforeseen reason a nominee becomes unwilling or unable to serve, proxies will be voted for a substitute nominee selected by the Board of Directors.

How are directors compensated?

All non-employee directors will receive an annual retainer fee (“Retainer Fee”) and a fee for each of the five regularly scheduled Board meetings attended per year (collectively, the “Director’s Fee”). Employee directors will not be eligible to receive the Retainer Fee or the Director’s Fee. The Retainer Fee and Director’s Fee for the upcoming year will be set at the last Board meeting during a calendar year. In addition to the Director’s Fee, all non-employee directors will receive reimbursement for travel and other related expenses incurred in attending Board meetings and committee meetings. For 2009, the Board set the Retainer Fee at $7,500 and the Director’s Fee at $1,000 for each Board meeting attended.

DIRECTOR COMPENSATION

The following table shows all cash compensation paid to the Company’s directors in 2008. Directors did not receive any compensation other than as stated in the chart below. Each option granted in the chart below has an exercise price of $2.32 and expires on March 22, 2018.

How does the Board determine which directors are independent?

The Board of Directors reviews the independence of each director yearly. During this review, the Board of Directors considers transactions and relationships between each director (and his or her immediate family and affiliates) and the Company and its management to determine whether any such relationships or transactions are inconsistent with a determination that the director is independent in light of applicable law, listing standards and the Company’s director independence standards. The Company believes that it meets the independence standards adopted by the Securities and Exchange Commission and the NASDAQ Capital Market.

What role does the Nominating Committee play in selecting nominees to the Board of Directors?

Two of the primary purposes of the Board’s Nominating Committee are (i) to develop and implement policies and procedures that are intended to ensure that the Board of Directors will be appropriately constituted and organized to meet its fiduciary obligations to the Company and its shareholders and (ii) to identify individuals qualified to become members of the Board of Directors and to recommend to the Board of Directors the director nominees for the annual meeting of shareholders. The Nominating Committee is also responsible for considering candidates for membership on the Board of Directors submitted by eligible shareholders. The Nominating Committee’s charter is available on the Company’s website at www.cbi-biotech.com and in print upon request. The Nominating Committee of the Company’s Board of Directors was the only entity or person to nominate and/or recommend any of the director nominees.

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Are the members of the Nominating Committee independent?

Yes. All members of the Nominating Committee have been determined to be independent by the Board of Directors.

How does the Nominating Committee identify and evaluate nominees for director?

The Nominating Committee considers candidates for nomination to the Board of Directors from a number of sources. Current members of the Board of Directors are considered for re-election unless they have notified the Company that they do not wish to stand for re-election. The Nominating Committee also considers candidates recommended by current members of the Board of Directors, members of management or eligible shareholders. From time to time the Board may engage a firm to assist in identifying potential candidates, although the Company did not engage such a firm to identify any of the nominees for director proposed for election at the meeting.

The Nominating Committee evaluates all candidates for director, regardless of the person or firm recommending such candidate, on the basis of the length and quality of their business experience, the applicability of such candidate’s experience to the Company and its business, the skills and perspectives such candidate would bring to the Board of Directors and the personality or “fit” of such candidate with existing members of the Board of Directors and management.

What are the Nominating Committee’s policies and procedures for considering director candidates recommended by shareholders?

The Nominating Committee will consider all candidates recommended by eligible shareholders. An eligible shareholder is a shareholder (or group of shareholders) who owns at least 5% of the Company’s outstanding shares and who has held such shares for at least one year as of the date of the recommendation. A shareholder wishing to recommend a candidate must submit the following documents to the Secretary of the Company at Commonwealth Biotechnologies, Inc., 601 Biotech Drive, Richmond, Virginia 23235:

Upon timely receipt of the required documents, the Company’s Secretary will determine whether the shareholder submitting the recommendation is an eligible shareholder based on such documents. If the shareholder is not an eligible shareholder, the Nominating Committee may, but is not obligated to, evaluate the candidate and consider such candidate for nomination to the Board of Directors.

If the candidate is to be evaluated by the Nominating Committee, the Secretary will request a detailed resume, an autobiographical statement explaining the candidate’s interest in serving as a director of the Company, a completed statement regarding conflicts of interest, and a waiver of liability for a background check from the candidate.

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What are the minimum qualifications required to serve on the Company’s Board of Directors?

All members of the Board of Directors must possess the following minimum qualifications as determined by the Nominating Committee:

What other considerations does the Nominating Committee consider?

The Nominating Committee believes it is important to have directors from various backgrounds and professions in order to ensure that the Board of Directors has a wealth of experiences to inform its decisions. Consistent with this philosophy, in addition to the minimum standards set forth above, business and managerial experience and an understanding of financial statements and financial matters are very important.

How may shareholders communicate with the members of the Board of Directors?

Shareholders and others who are interested in communicating directly with members of the Board of Directors, including communication of concerns relating to accounting, internal accounting controls or audit matters, or fraud or unethical behavior, may do so by writing to the directors at the following address:

Name of Director or Directors

c/o Secretary

Commonwealth Biotechnologies, Inc.

601 Biotech Drive

Richmond, Virginia 23235

Does the Company have a Code of Conduct?

The Company has adopted a Code of Conduct, which is applicable to all directors, officers and associates of the Company, including the principal executive officer and the principal financial and accounting officer. The complete text of the Code of Conduct is available on the Company’s web site at www.cbi-biotech.com and is also available in print upon request. The Company intends to post any amendments to or waivers from its Code of Conduct (to the extent applicable to the Company’s principal executive officer and principal financial and accounting officer) at this location on its web site.

How often did the Board meet in fiscal 2008?

The Board of Directors met a total of nine times, at five regular meetings and four special meetings, during fiscal 2008. The Compensation Committee, the Audit Committee and the Nominating Committee each met five times during fiscal 2008. Each incumbent director attended at least 75% of the meetings of the Board of Directors and of the standing committees of which he or she was a member during fiscal 2008. Although the Company has not adopted a formal policy regarding Board of Directors attendance at annual meetings of shareholders, seven directors attended the 2008 Annual Meeting of Shareholders.

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What are the committees of the Board?

During fiscal 2008, the Board of Directors had standing Audit, Nominating, and Compensation Committees. The members of each of the Committees as of September 14, 2009, their principal functions and the number of meetings held during the fiscal year ended December 31, 2008 are shown below:

Compensation Committee

The members of the Compensation Committee are:

James D. Causey, Chairman

Samuel P. Sears, Jr.

The Compensation Committee held five meetings during the fiscal year ended December 31, 2008. The Compensation Committee’s charter is available on the Company’s website at www.cbi-biotech.com and in print upon request. The Compensation Committee’s principal responsibilities include:

The Compensation Committee may not delegate its authority to other persons. Similarly, the Compensation Committee has not engaged a compensation consultant to assist in the determination of executive compensation issues. While the Company’s executives will communicate with the Compensation Committee regarding executive compensation issues, the Company’s executive officers do not participate in any executive compensation decisions.

Audit Committee

The members of the Audit Committee are:

Samuel P. Sears, Jr., Chairman

James D. Causey

Eric V. Tao

The Audit Committee held five meetings during the fiscal year ended December 31, 2008. The primary responsibility of the Audit Committee is to assist the Board of Directors in monitoring the integrity of the Company’s financial statements and the independence of its external auditors. The Company believes that each of the members of the Audit Committee is “independent” and that Mr. Sears qualifies as an “audit committee financial expert” in accordance with applicable NASDAQ Capital Market listing standards. In carrying out its responsibility, the Audit Committee undertakes to:

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The Audit Committee has established procedures for the receipt, retention and treatment of complaints regarding accounting, internal accounting controls and auditing matters, including procedures for the confidential, anonymous submission by employees of concerns regarding questionable accounting or auditing matters.

Nominating Committee

The members of the Nominating Committee are:

Samuel P. Sears, Jr., Chairman

Eric V. Tao

The Nominating Committee had five meetings during the fiscal year ended December 31, 2008. All members of the Nominating Committee are independent, as such term is defined by the NASDAQ Capital Market listing standards. The Nominating Committee undertakes to:

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The Board of Directors has determined to provide a process by which shareholders may communicate with the Board as a whole, a Board committee or individual director. Shareholders wishing to communicate with the Board as a whole, a Board committee or an individual member may do so by sending a written communication addressed to the Board of Directors of the Company or to the committee or to an individual director, c/o Secretary, Commonwealth Biotechnologies, Inc., 601 Biotech Drive, Richmond, Virginia 23235. All communications will be compiled by the Secretary of the Company and submitted to the Board of Directors or the addressee not later than the next regular Board meeting.

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PROPOSAL ONE

ELECTION OF DIRECTORS AND DIRECTOR BIOGRAPHIES

(ITEM 1 ON THE PROXY CARD)

A brief biography of each Director in each Class follows. The terms of the Class I members of the Board of Directors continue until 2010, the terms of the Class II members of the Board of Directors continue until 2011 and the Class III members of the Board of Directors are up for re-election this year.

Class I members of the Board of Directors whose terms continue to 2010:

PAUL D’SYLVA, PH.D.

Director

Age – 40

Director since 2007

Dr. D’Sylva assumed the position of Chief Executive Officer of the Company in January 2007 and served in that position until 2009. Dr. D’Sylva served previously as the co-founder and Managing Director of PharmAust Chemistry Ltd. (“PharmAust”). Prior to the listing of PharmAust, Dr. D’Sylva served as the Director of Research and Development at Murdoch University from 2001 to 2005. Dr. D’Sylva has a strong track record in raising investment capital for early stage business ventures and has led the development of a number of successful research joint-venture institutes, companies and funds. During his tenure at Murdoch University, he founded and directed the AU$12.5m Investment Fund – Murdoch Westscheme Enterprise Partnership, founded and directed the commercial consulting company MurdochLink Pty Ltd, and was involved in the establishment and governance of a number of key research centers and institutes. He sits on the advisory board of the Centre for Computational Comparative Genomics, a joint-venture research institute in Bioinformatics based at Murdoch University and retains a non-executive role at Murdoch University as an Adjunct Professor of Business. He received a Ph.D. from the University of Arizona in public finance and econometrics.

JAMES D. CAUSEY

Independent Director

Age – 55

Director since 2004

Since 2004, Mr. Causey has served as Vice President of Trader Publishing Company, a nationwide network of classified publications. From 2003 until 2004, Mr. Causey served as a consultant in the publishing industry. From 1999 to 2003, Mr. Causey served as the chief executive officer of Sabot Publishing, a Richmond, Virginia based publisher of leading special interest publications. Mr. Causey received a master’s degree in business from the University of Maryland.

Class II members of the Board of Directors whose terms continue to 2011:

BILL GUO

Chairman of the Board and Director

Acting Chief Executive Officer

Age – 43

Director since 2008

Mr. Guo is the Chairman and founder of Venturepharm Group, a leading full service pharmaceutical company in Asia, and led its flagship VPL to become the first CRO company listed on the Hong Kong Stock Exchange. Mr. Guo has over ten years of experience in the global pharmaceutical industry in positions ranging from researcher to senior executive at Johnson & Johnson, Novapharm and Venturepharm Canada. Mr. Guo has over nine years of experience as an entrepreneur in China. Mr. Guo was a Ph.D candidate in the Department of pharmaceutics and was awarded an MSC degree in industrial pharmacy from the University of Toronto, an MBA program certificate from Herriot Watt University and an Executive Education certificate from the Judge Business School at the University of Cambridge.

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Mr. Guo has been recognized by Fortune magazine as one of the top emerging entrepreneurs in China. He has also been the recipient of various awards, including: the State Council of China’s National Hero Award in 2005; China’s top ten elite in management in 2004; China’s top ten most influential individuals in business in 2005; Business Week Asia’s Youth Chinese Entrepreneur Award in 2005; and the British Chamber of Commerce Entrepreneurs and Innovation Award in 2005.

SAMUEL P. SEARS, JR.

Independent Director

Age – 65

Director since 2001

Since March 1999, Mr. Sears has been in private practice as an attorney and has been providing business consulting services. From December 1998 through February 1999, Mr. Sears served as Vice Chairman of American Prescription Providers, Inc., a specialty pharmacy network offering prescriptions and nutriceuticals to patients with chronic diseases. From 1995 through May 1998, Mr. Sears was Chief Executive Officer and Chairman to Star Scientific, Inc., a tobacco company focusing on demonstrating the commercial viability of potentially less harmful tobacco products. Mr. Sears is a graduate of Harvard College and Boston College Law School.

Nominees for election as Class III members of the Board of Directors to serve a three year term expiring in 2012:

RICHARD J. FREER, PH.D.

Chief Operating Officer, acting Secretary and Director

Age - 67

Director since 1992

Since co-founding the Company in 1992, Dr. Freer has served as a director of the Company and he served as the Chairman of the Board up until September of 2008. He assumed the role of Chief Operating Officer in 2002. From 1975 until 1997, Dr. Freer was employed in the Department of Pharmacology and Toxicology at Virginia Commonwealth University (“VCU”), first as an Associate Professor and then a full Professor. In addition, from 1988 through 1995, Dr. Freer was first Director and then Chair of the Biomedical Engineering Program. From 1996 through 1997, Dr. Freer served as a Professor in VCU’s Department of Biochemistry and Molecular Biophysics. Dr. Freer received a bachelor’s degree in Biology from Marist College and a doctorate degree in Pharmacology from Columbia University.

ERIC V. TAO

Independent Director

Age – 42

Director since 2009

Mr. Tao is the Chief Investment Officer and a Director of AGI Capital Group, Inc., a San Francisco based real estate development and asset management firm. Since 2006, Mr. Tao has also been a principal and Director with Avant Housing, an AGI Capital Group joint venture with the California Public Employees Retirement System and TMG Partners, the largest mixed-use real estate development company in the San Francisco Bay area. Mr. Tao is a graduate of Pomona College and the University of California Hastings College of Law.

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MARIA SONG, M.D., Ph.D.

Independent Director

Age – 41

Director since 2009

Dr. Song currently serves as the Chairman of VPS Global. Dr. Song previously served as the General Manager of a Sino-Hong Kong joint venture pharmaceutical company. Dr. Song has over fifteen years of experience in drug development and has conducted a number of multi-center clinical trials, local registration trials, and Phase IV studies for a variety of international clients. Dr. Song is also an expert on regulatory submissions to the Chinese State Food and Drug Administration (“SFDA”) and often advises the SFDA on policy matters. Dr. Song received her M.D. and Ph.D. from the University of Peking Union Medical College. Dr. Song also received a Master of Economics degree from the Central University of Finance and Economics.

THE BOARD OF DIRECTORS OF THE COMPANY UNANIMOUSLY RECOMMENDS THAT YOU

VOTE FOR THE ELECTION OF EACH OF THE CLASS III NOMINEES TO THE BOARD OF

DIRECTORS.

13

PROPOSAL TWO

RATIFICATION OF EXISTING AGREEMENTS AND ISSUANCE OF SECURITIES

(ITEM 2(A) – (G) ON THE PROXY CARD)

Introduction and Summary

The Company has contractual and business relationships with (a) PIPE investors, (b) Fornova and (c) VPL. While these parties, to the Company’s knowledge, are not contractually or otherwise related to each other, any change in the Company’s relationship with one party is likely to affect its relationships with the other parties. Because the approval of less than all of the items affecting these parties would, management believes, harm the Company, the following items must all be approved if any are to be approved. The failure of a single subpart 2(A) – (G) will result in the failure of all other subparts, including any subpart that otherwise receives a majority vote.

PIPE Transaction

On December 31, 2007, the Company completed a private placement (the “PIPE”) in which it issued $1,950,000 of convertible subordinated notes (the “PIPE Notes”) and Class A and Class B Warrants to purchase shares of the Company’s common stock to the PIPE investors. The PIPE Notes had a conversion price of $2.00 per share. The PIPE Notes are also subject to a limitation prohibiting each PIPE investor from making any individual conversion for a number of shares in excess of 4.99% of the Company’s outstanding shares.

Under the PIPE, the Company issued Class A Warrants to purchase 975,000 shares of the Company’s common stock. The Class A Warrants had an exercise price of $2.85 per share and expire on May 31, 2013. The Company also issued Class B Warrants to purchase 243,750 shares of the Company’s common stock. The Class B Warrants had a purchase price of $5.00 per share and expire on June 30, 2009.

The Modification Agreement

For various reasons, several months after the completion of the PIPE, the Company found itself unable to repay the interest on the PIPE Note. The global economic crisis reduced funding for the Company’s projects, which hurt the Company’s revenues and the tightening of credit markets hurt the Company’s ability to renegotiate terms or obtain financing from other sources. In addition the Company was forced to devote a significant amount of its capital to the operations of its British subsidiary, Exelgen, which has now gone into administration, the British version of bankruptcy. All of theses circumstances left the Company in a position in which it was unable to pay the interest on the PIPE Note. The PIPE investors were willing to waive the default, provided the Company executed the Modification Agreement. The Modification Agreement originally reduced the conversion price of 33% of the remaining principal amount underlying the PIPE Notes from $2.00 to $0.50 per share, however, on July 9, 2009 the Company and the PIPE Investors agreed to lower the conversion price to $0.50 per share for the entire principal amount remaining under the PIPE Note subject to shareholder approval. However, the Company would not issue any shares in excess of 20% without getting shareholder approval. The Modification Agreement also provides that all interest accrued on the PIPE Notes through March 31, 2008 must be paid at a rate of 10% in shares of the Company’s common stock and all interest accrued between April 1, 2008 and June 30, 2008 must be paid at a rate of 12% in shares of the Company’s common stock. All such interest accrued through June 30, 2009 is deferred until September 30, 2009. Lastly, the exercise price of the Class A Warrants was reduced from $2.85 per share to $0.71 per share and the exercise price of the Class B Warrants was reduced from $5.00 to $1.01 per share.

The Company discussed with NASDAQ Staff its position that the Modification Agreement itself did not require shareholder approval because representations made by the Company in the Subscription Agreement, prevent the Company from issuing common stock under the terms of the Modification Agreement if doing so would violate any NASDAQ Marketplace or Listing Rules. These representations limit the number of shares that the Company may issue in connection with the Modification Agreement. The Company has taken the position that it will not issue any shares if such issuance would cause the Company to violate its obligations under the Subscription Agreement. Nor will the Company issue any shares if such issuance will violate any NASDAQ continued listing requirements or any other NASDAQ rules or bylaws. Thus, the Company believes that even if the terms of the

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Modification Agreement could be interpreted as allowing the issuance of shares of the Company’s common stock in an amount exceeding 20% of the Company’s issued and outstanding common stock prior to the Modification Agreement, any such issuance is effectively capped at less than 20% of the Company’s issued and outstanding common stock by these sections. Therefore, while the Company does not believe that the Modification Agreement would ever require the Company to issue more than the number of shares permitted under the 20% Rule, the PIPE Investors might challenge CBI’s refusal to issue shares above the 20% threshold. As such, the Company has agreed with NASDAQ Staff and the PIPE investors to seek shareholder approval of any issuances under the terms of the Modification Agreement.

The Fornova Note

Nine months after completing the PIPE, the Company determined that it needed to obtain additional financing to meet its operational needs. The Company obtained this financing through the issuance of the Fornova Note. Issuance of the Fornova Note was completed on September 4, 2008. The Fornova Note originally had a Maturity Date of August 28, 2009 and an interest rate of 10% per annum, compounded monthly. Fornova may convert the Fornova Note into shares of the Company’s common stock at the conversion price of $1.01 per share. On August 29, 2009, the Company and Fornova executed a First Modification, Waiver and Acknowledgment Agreement extending the maturity date of the Fornova Note to January 1, 2010. Pursuant to the terms of the First Modification, Waiver and Acknowledgment Agreement, the Company agreed to seek shareholder approval to lower the conversion price of the Fornova Note to $0.50 per share.

Fornova and VPL Warrants

A majority of the Company’s Board of Directors now deems it in the Company’s best interests to issue Series A and B Warrants to Fornova and VPL and reduce the conversion price of the Fornova Note. Upon shareholder approval, the Company will reduce the conversion price of the Fornova Note to $0.50, issue Fornova 2,000,000 Series A Warrants with an exercise price of $0.71 and a term of five years and 500,000 Series B Warrants with an exercise price of $1.01 and a term of one year. Upon shareholder approval, the Company will also issue VPL 3,920,139 Series A Warrants with an exercise price of $0.71 and a term of five years from the date of issuance and 653,357 Series B Warrants with an exercise price of $1.01 and a term of one year from the date of issuance. The Company deems it necessary to reduce the conversion price of the Fornova Note and issue the Warrants to Fornova and VPL as part of its plan to achieve and maintain compliance with the NASDAQ Capital Market shareholder equity requirements.

What vote is required to approve the proposal?

Approval of each subpart of the proposal requires the affirmative vote of a majority of the total votes cast on each subpart of this proposal.

What happens if the proposal is not approved?

If any subpart of this proposal is not approved, then all subparts of this proposal will collectively fail, including subparts that receive a majority vote.

A MAJORITY OF THE BOARD OF DIRECTORS OF THE COMPANY RECOMMENDS THAT YOU

VOTE FOR THE ADOPTION OF ALL SUBPARTS OF THIS PROPOSAL.

15

PROPOSAL 2(A)

RATIFICATION OF THE MODIFICATION AGREEMENT AND APPROVAL OF ISSUANCES

THEREUNDER THAT WILL RESULT IN THE ISSUANCE OF 20% OR MORE OF THE COMPANY’S

OUTSTANDING COMMON STOCK

(ITEM 2(A) ON THE PROXY CARD)

Why did the Company enter into the Modification Agreement?

Prior to entering the Modification Agreement, the Company would have been in default under the PIPE due to its failure to repay interest on the PIPE Note. A number of circumstances contributed to the Company’s inability to repay the interest on the PIPE Note. The global economic crisis hurt the Company’s revenues due to reduced funding for projects, the tightening of credit markets affected the Company’s ability to renegotiate terms or obtain financing from other sources, and the Company was forced to devote significant capital to propping up the operations of its English subsidiary Exelgen, which has since gone into administration, the British equivalent of bankruptcy.

To avoid going into default under the PIPE, the Company executed the Modification Agreement on September 18, 2008 as consideration for the agreement of the PIPE investors to waive the restrictions that would have placed the Company in default. The Company and the PIPE investors then amended the Modification Agreement on July 9, 2009. The Modification Agreement lowered the conversion price of the underlying principal amount of the PIPE Notes and lowered the exercise price of the warrants under the PIPE subject to shareholder approval.

Why is CBI seeking approval of the proposal?

As a result of being listed for trading on the NASDAQ Capital Market, issuances of the Company’s common stock are subject to the NASDAQ Stock Market Listing Rules, such as Rule 5635. Under Rule 5635, shareholder approval must be sought when (a) the issuance or potential issuance will result in a change of control of the Company or (b) in connection with a transaction other than a public offering involving the sale, issuance or potential issuance by the Company of common stock (or securities convertible into or exercisable for common stock) equal to 20% or more of the common stock or 20% or more of the voting power outstanding before the issuance for less than the greater of the book or market value of the stock (the “20% Rule”).

The Company has discussed with NASDAQ Staff its position that the issuance of the Fornova Note and the execution of the Modification Agreement were separate transactions that did not violate the 20% Rule. Further, the Company has also discussed with NASDAQ Staff its position that the Modification Agreement itself did not require shareholder approval because representations made by the Company in the Subscription Agreement prevent the Company from issuing common stock under the terms of the Modification Agreement if doing so would violate any NASDAQ Marketplace or Listing Rule.

Under Section 5(m) of the Subscription Agreement, “Neither the Company nor any of its Affiliates will take any action or steps that would cause the offer or issuance of the Securities to be integrated with other offerings which would impair the exemptions relied upon in this Offering or the Company’s ability to timely comply with its obligations hereunder. The Company will not conduct any offering other than the transactions contemplated hereby that will be integrated with the offer or issuance of the Securities that would impair the exemptions relied upon in connection with the offer and sale of the Securities or the Company’s ability to timely comply with its obligations hereunder.” Furthermore in Section 5(v) of the Subscription Agreement, the Company represents that it “… satisfies all the requirements for the continued listing of its Common Stock on the NCM.” Lastly, in Section 9(b) of the Subscription Agreement, the Company agrees that it will “… comply in all material respects with the Company’s reporting, filing and other obligations under the bylaws or rules of the Principal Market, as applicable.”

The Company believes that these sections limit the number of shares that the Company may issue in connection with the Modification Agreement. The Company will not issue any shares if such issuance would cause the Company to violate its obligations under the Subscription Agreement. Nor will the Company issue any shares if

16

such issuance will violate any NASDAQ continued listing requirements or any other NASDAQ rules or bylaws. Thus, the Company believes that even if the terms of the Modification Agreement could be interpreted as allowing the issuance of shares of the Company’s common stock in an amount exceeding 20% of the Company’s issued and outstanding common stock prior to the Modification Agreement, any such issuance is effectively capped at less than 20% of the Company’s issued and outstanding common stock by these sections in the absence of shareholder approval.

In addition, while the Company does not believe that the Modification Agreement would ever require the Company to issue more than the number of shares permitted under the 20% Rule, the PIPE Investors disagree with CBI’s refusal to issue shares above the 20% threshold. Therefore, the Company has agreed with NASDAQ Staff and the PIPE investors to seek shareholder approval of any issuances under the terms of the Modification Agreement.

What is the dilutive impact of the Modification Agreement?

The Modification Agreement requires that the conversion price for the remaining balance of the PIPE Notes be lowered from $2.00 per share to $0.50 per share. On the date of the Modification Agreement, the outstanding principal balance on the PIPE Notes was $1,850,000. Additionally, the Company and the PIPE investors entered into a swap agreement on June 22, 2009 whereby the Company issued subordinated notes in the amount of $369,950 to the PIPE investors. The purchase price for these notes was paid for by the partial surrender and deemed payment of interest of a portion of the PIPE Notes, effectively reducing the outstanding balance of the PIPE Notes to $1,480,050. Therefore, without the effect of the Modification Agreement, there are 740,025 shares of common stock underlying the PIPE Note. Following the Modification Agreement, there are 2,960,100 shares underlying the PIPE Note. Additionally, the Modification Agreement provides that the Company make interest payments on the PIPE Notes with common stock at an interest rate of 10% and a conversion price of $0.50 for interest accrued during the quarterly period ended March 31, 2008 and at a rate of 12% and a conversion price of $0.50 for the quarterly period ended June 30, 2008. As a result, there are a further 214,500 shares underlying these interest payments. Thus, with the shares underlying the PIPE Note combined with the interest payments, there are 3,174,600 shares issuable in connection with the Modification Agreement. This represents 47.90% of the currently outstanding shares of the Company. If all these shares are issued, the Company would then have 12,086,296 shares outstanding, of which 32.39% would be issued under the Modification Agreement. The following table illustrates the shares underlying the Modification Agreement and percentages of CBI outstanding shares:

What vote is required to approve the proposal?

Approval of the proposal requires the affirmative vote of a majority of the total votes cast on this proposal and a majority of the total votes cast on each of the other subparts of Proposal 2.

What happens if the proposal is not approved?

If the proposal is not approved by the Company’s shareholders, then the Company would continue to refuse to issue shares under the Modification Agreement that surpass the 20% threshold, however it is possible that the PIPE Investors might challenge the Company’s refusal to issue such shares and the Company may ultimately be forced to issue shares to the PIPE Investors in excess of the 20% threshold, which would subject the Company to

17

possible delisting from the NASDAQ Capital Market for failing to comply with listing requirements. In addition, if this proposal is not approved, all other subparts of Proposal 2 will fail, as each subpart of Proposal 2 is contingent upon the approval of all subparts of Proposal 2.

THE BOARD OF DIRECTORS OF THE COMPANY UNANIMOUSLY RECOMMENDS THAT YOU

VOTE FOR THE ADOPTION OF THIS PROPOSAL.

18

PROPOSAL 2(B)

RATIFICATION OF THE FORNOVA NOTE

(ITEM 2(B) ON THE PROXY CARD)

Why is the Company proposing the action to be voted on?

On December 31, 2007, the Company completed the PIPE in which it issued the PIPE Notes and warrants to purchase shares of the Company’s common stock. Nine months after completing the PIPE, the Company determined that it needed to obtain additional financing to meet its operational needs. The Company obtained this financing through the issuance of the Fornova Note. The Fornova Note has a principal amount of $500,000, a Maturity Date of August 28, 2009 and an interest rate of 10% per annum, compounded monthly. The maturity date has been extended to January 1, 2010. Fornova may convert the Fornova Note into shares of the Company’s common stock at the conversion price of $1.01 per share. While the Fornova Note did not require shareholder approval, the Board of Directors considers it desirable to have the shareholders ratify the issuance of the Fornova Note.

What is the dilutive impact of the Fornova Note?

Should Fornova exercise its right to convert the Fornova Note into shares of the Company’s common stock at the exercise price of $1.01 per share, the Company would have to issue 495,049 shares to Fornova. As of September 14, 2009, the Company had 8,171,796 shares of common stock issued and outstanding. Thus, the shares issuable under the Fornova Note represent 6.06% of the currently outstanding shares. If these shares are issued, the Company would then have 8,666,845 shares outstanding, of which 5.71% would be owned by Fornova. The following table illustrates Fornova’s percentage ownership of the Company before and after the issuance of shares under the Fornova Note:

What vote is required to approve the proposal?

Approval of the proposal requires the affirmative vote of a majority of the total votes cast on this proposal and a majority of the total votes cast on each of the other subparts of Proposal 2.

What happens if the proposal is not approved?

If the proposal is not approved by the Company’s shareholders, then the Board of Directors will reconsider the Fornova Note and the Company’s obligations thereunder. In addition, if this proposal is not approved, all other subparts of Proposal 2 will fail, as each subpart of Proposal 2 is contingent upon the approval of all subparts of Proposal 2.

THE BOARD OF DIRECTORS OF THE COMPANY UNANIMOUSLY RECOMMENDS THAT YOU

VOTE FOR THE ADOPTION OF THIS PROPOSAL.

19

PROPOSAL 2(C)

APPROVAL OF THE AMENDMENT OF THE FORNOVA NOTE

TO REDUCE THE CONVERSION PRICE THEREUNDER

(ITEM 2(C) ON THE PROXY CARD)

Why is the Company proposing the action to be voted on?

On April 8, 2009, the Company received a notice stating that the Company’s stock was subject to potential delisting from the NASDAQ Capital Market for failing to comply with Marketplace Rule 4310(c)(3) (now NASDAQ Listing Rule 5550(b)), which requires the Company to have a minimum of $2,500,000 in stockholders’ equity, $35,000,000 market value of listed securities, or $500,000 of net income from continuing operations for the most recently completed fiscal year or two of the three most recently completed fiscal years. NASDAQ has since determined that the Company has not met the requirements of Rule 5550(b). The Company is appealing this decision and will need to provide NASDAQ with a specific plan detailing how it will achieve and sustain compliance with the NASDAQ Capital Market listing requirements. As part of the Company’s plan to achieve and sustain compliance, the Company is seeking shareholder approval to lower the exercise price of the Fornova Note from $1.01 to $0.50. This will make it more likely that Fornova will exercise the note, increasing the Company’s stockholder’s equity.

What is the dilutive impact of lowering the conversion price of the Fornova Note?

Should the conversion price of the Fornova Note be lowered to $0.50 per share, then the number of shares underlying the Fornova Note would increase from 495,049 to 1,000,000. This represents 12.24% of the Company’s currently outstanding 8,171,796 shares of common stock. If these shares are issued, the Company would then have 9,171,796 shares outstanding, of which 10.90% would be owned by Fornova. The following table illustrates Fornova’s percentage ownership of the Company before and after the issuance of shares under the Fornova Note at both the current conversion price and the proposed conversion price:

What vote is required to approve the proposal?

Approval of the proposal requires the affirmative vote of a majority of the total votes cast on this proposal and a majority of the total votes cast on each of the other subparts of Proposal 2.

20

What happens if the proposal is not approved?

If the proposal is not approved by the Company’s shareholders, then the Company will reconsider lowering the conversion price of the Fornova Note. The potential change of the conversion price will not result in an issuance of common stock in excess of the 20% threshold. As such the Company may lower the conversion price of the Fornova Note without shareholder approval if the Board of Directors believes it to be in the best interests of the Company to do so. However, if this proposal is not approved, all other subparts of Proposal 2 will fail, as each subpart of Proposal 2 is contingent upon the approval of all subparts of Proposal 2.

THE BOARD OF DIRECTORS OF THE COMPANY UNANIMOUSLY RECOMMENDS THAT YOU

VOTE FOR THE ADOPTION OF THIS PROPOSAL.

21

PROPOSAL 2(D)

APPROVAL OF THE ISSUANCE OF SERIES A WARRANTS TO FORNOVA

(ITEM 2(D) ON THE PROXY CARD)

Why is the Company proposing the action to be voted on?

On April 8, 2009, the Company received a notice stating that the Company’s stock was subject to potential delisting from the NASDAQ Capital Market for failing to comply with Marketplace Rule 4310(c)(3) (now NASDAQ Listing Rule 5550(b)), which requires the Company to have a minimum of $2,500,000 in stockholders’ equity, $35,000,000 market value of listed securities, or $500,000 of net income from continuing operations for the most recently completed fiscal year or two of the three most recently completed fiscal years. NASDAQ has since determined that the Company has not met the requirements of Rule 5550(b). The Company is appealing this decision and will need to provide NASDAQ with a specific plan detailing how it will achieve and sustain compliance with the NASDAQ Capital Market listing requirements. As part of the Company’s plan to achieve and sustain compliance, the Company is seeking shareholder approval to issue 2,000,000 Series A Warrants with an exercise price of $0.71 per share to Fornova. The exercise of these Warrants would raise the Company’s stockholders’ equity and significantly contribute to sustaining the minimum $2,500,000 level required by Listing Rule 5550(b).

While a majority of the Board of Directors believes issuing the Warrants to Fornova is in the best interests of the shareholders and necessary to achieve compliance with the NASDAQ Capital Market listing requirements, it is possible that the PIPE Investors could view the issuance of these Warrants as a default under the PIPE. Under Section 9(s) of the subscription agreement dated December 31, 2007, by and among the Company and the PIPE Investors (the “Subscription Agreement”), the Company agreed to “not (i) directly or indirectly issue any Common stock or instruments convertible, exercisable or exchangeable for Common Stock at a per share of Common Stock equivalent price of less than $2.75”. While the Company has received verbal assurance from the PIPE investors that the issuance of the Fornova Warrants will not place the Company in default, should issuance of the Fornova Warrants place the Company in default of its obligations under the PIPE, the Company could be forced to repay all monies currently owed to the PIPE Investors. Nevertheless, the Company believes the issuance of Series A Warrants to Fornova is necessary to both achieve compliance with the NASDAQ Capital Market listing requirements and to maintain the continued investment support of Fornova.

What is the dilutive impact of the Fornova Series A Warrants?

Exercise of all of the Series A Warrants would result in the issuance of 2,000,000 shares to Fornova and would increase the number of outstanding CBI shares to 10,171,796. The 2,000,000 shares owned by Fornova would then equal 19.66% of the outstanding shares of the Company. The effect of exercise of the Fornova Series A Warrants is illustrated in the table below:

What vote is required to approve the proposal?

Approval of the proposal requires the affirmative vote of a majority of the total votes cast on this proposal and a majority of the total votes cast on each of the other subparts of Proposal 2.

22

Why is CBI seeking approval of the proposal?

The warrants to be issued to Fornova, if exercised, could result in an issuance of stock in excess of the 20% threshold. To comply with NASDAQ Marketplace and Listing Rules the Company must first obtain shareholder approval before issuing such warrants.

What happens if the proposal is not approved?

If the proposal is not approved by the Company’s shareholders, then the Company will not be able to issue the warrants to Fornova. This would impede the Company’s ability to achieve and sustain compliance with the NASDAQ Capital Market listing requirements. As such, the Company would have to modify its plan to achieve and sustain compliance. In addition, if this proposal is not approved, all other subparts of Proposal 2 will fail, as each subpart of Proposal 2 is contingent upon the approval of all subparts of Proposal 2.

When do you expect the Series A Warrants to Fornova to be issued?

The Company currently anticipates that it will issue the warrants on or about October 10, 2009, subject to approval at its annual meeting of shareholders on October 9, 2009.

A MAJORITY OF THE BOARD OF DIRECTORS OF THE COMPANY RECOMMENDS THAT YOU

VOTE FOR THE ADOPTION OF THIS PROPOSAL.

23

PROPOSAL 2(E)

APPROVAL OF THE ISSUANCE OF SERIES B WARRANTS TO FORNOVA

(ITEM 2(E) ON THE PROXY CARD)

Why is the Company proposing the action to be voted on?

On April 8, 2009, the Company received a notice stating that the Company’s stock was subject to potential delisting from the NASDAQ Capital Market for failing to comply with Marketplace Rule 4310(c)(3) (now NASDAQ Listing Rule 5550(b)), which requires the Company to have a minimum of $2,500,000 in stockholders’ equity, $35,000,000 market value of listed securities, or $500,000 of net income from continuing operations for the most recently completed fiscal year or two of the three most recently completed fiscal years. NASDAQ has since determined that the Company has not met the requirements of Rule 5550(b). The Company is appealing this decision and will need to provide NASDAQ with a specific plan detailing how it will achieve and sustain compliance with the NASDAQ Capital Market listing requirements. As part of the Company’s plan to achieve and sustain compliance, the Company is seeking shareholder approval to issue 500,000 Series B Warrants with an exercise price of $1.01 per share to Fornova. The exercise of these Warrants would raise the Company’s stockholders’ equity and significantly contribute to sustaining the minimum $2,500,000 level required by Listing Rule 5550(b).

While the Company believes issuing the Warrants to Fornova is in the best interests of the shareholders and necessary to achieve compliance with the NASDAQ Capital Market listing requirements, it is possible that the PIPE Investors could view the issuance of these Warrants as a default under the PIPE. Under Section 9(s) of the subscription agreement dated December 31, 2007, by and among the Company and the PIPE Investors (the “Subscription Agreement”), the Company agreed to “not (i) directly or indirectly issue any Common stock or instruments convertible, exercisable or exchangeable for Common Stock at a per share of Common Stock equivalent price of less than $2.75”. While the Company has received verbal assurance from the PIPE investors that the issuance of the Fornova Warrants will not place the Company in default, should issuance of the Fornova Warrants place the Company in default of its obligations under the PIPE, the Company could be forced to repay all monies currently owed to the PIPE Investors. Nevertheless, the Company believes the issuance of Series B Warrants to Fornova is necessary to both achieve compliance with the NASDAQ Capital Market listing requirements and to maintain the continued investment support of Fornova.

What is the dilutive impact of the Fornova Series B Warrants?

Exercise of all of the Series B Warrants would result in the issuance of 500,000 shares to Fornova and would increase the number of outstanding CBI shares to 8,671,796. The 500,000 shares owned by Fornova would then equal 5.77% of the outstanding shares of the Company. The effect of exercise of the Fornova Series B Warrants is illustrated in the table below:

What vote is required to approve the proposal?

Approval of the proposal requires the affirmative vote of a majority of the total votes cast on this proposal and a majority of the total votes cast on each of the other subparts of Proposal 2.

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Why is CBI seeking approval of the proposal?

The warrants to be issued to Fornova, if exercised, could result in an issuance of stock in excess of the 20% threshold. To comply with NASDAQ Marketplace and Listing Rules the Company must first obtain shareholder approval before issuing such warrants.

What happens if the proposal is not approved?

If the proposal is not approved by the Company’s shareholders, then the Company will not be able to issue the warrants to Fornova. This would impede the Company’s ability to achieve and sustain compliance with the NASDAQ Capital Market listing requirements. As such, the Company would have to modify its plan to achieve and sustain compliance. In addition, if this proposal is not approved, all other subparts of Proposal 2 will fail, as each subpart of Proposal 2 is contingent upon the approval of all subparts of Proposal 2.

When do you expect the Series B Warrants to Fornova to be issued?

The Company currently anticipates that it will issue the warrants on or about October 10, 2009, subject to approval at its annual meeting of shareholders on October 9, 2009.

A MAJORITY OF THE BOARD OF DIRECTORS OF THE COMPANY RECOMMENDS THAT YOU

VOTE FOR THE ADOPTION OF THIS PROPOSAL.

25

PROPOSAL 2(F)

APPROVAL OF THE ISSUANCE OF SERIES A WARRANTS TO VPL

(ITEM 2(F) ON THE PROXY CARD)

Why is the Company proposing the action to be voted on?

On April 8, 2009, the Company received a notice stating that the Company’s stock was subject to potential delisting from the NASDAQ Capital Market for failing to comply with Marketplace Rule 4310(c)(3) (now NASDAQ Listing Rule 5550(b)), which requires the Company to have a minimum of $2,500,000 in stockholders’ equity, $35,000,000 market value of listed securities, or $500,000 of net income from continuing operations for the most recently completed fiscal year or two of the three most recently completed fiscal years. NASDAQ has since determined that the Company has not met the requirements of Rule 5550(b). The Company is appealing this decision and will need to provide NASDAQ with a specific plan detailing how it will achieve and sustain compliance with the NASDAQ Capital Market listing requirements. As part of the Company’s plan to achieve and sustain compliance, the Company is seeking shareholder approval to issue 3,920,139 Series A Warrants with an exercise price of $0.71 per share to VPL. The exercise of these Warrants would raise the Company’s stockholders’ equity and significantly contribute to sustaining the minimum $2,500,000 level required by Listing Rule 5550(b).

While the Company believes issuing the Warrants to VPL is in the best interests of the shareholders and necessary to achieve compliance with the NASDAQ Capital Market listing requirements, it is possible that the PIPE Investors could view the issuance of these Warrants as a default under the PIPE. Under Section 9(s) of the subscription agreement dated December 31, 2007, by and among the Company and the PIPE Investors (the “Subscription Agreement”), the Company agreed to “not (i) directly or indirectly issue any Common stock or instruments convertible, exercisable or exchangeable for Common Stock at a per share of Common Stock equivalent price of less than $2.75”. While the Company has received verbal assurance from the PIPE investors that the issuance of the VPL Warrants will not place the Company in default, should issuance of the VPL Warrants place the Company in default of its obligations under the PIPE, the Company could be forced to repay all monies currently owed to the PIPE Investors. Nevertheless, the Company believes the issuance of Series A Warrants to VPL is necessary to both achieve compliance with the NASDAQ Capital Market listing requirements and to maintain the continued investment support of VPL.

What is the dilutive impact of the VPL Series A Warrants?

Exercise of all of the Series A Warrants would result in the issuance of 3,920,139 shares to VPL and would increase the number of outstanding CBI shares to 12,091,935. The 3,920,139 shares issued to VPL would then equal 32.42% of the outstanding shares of the Company. The effect of exercise of the VPL Series A Warrants is illustrated in the table below:

What vote is required to approve the proposal?

Approval of the proposal requires the affirmative vote of a majority of the total votes cast on this proposal and a majority of the total votes cast on each of the other subparts of Proposal 2.

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Why is CBI seeking approval of the proposal?

The warrants to be issued to VPL, if exercised, could result in an issuance of stock in excess of the 20% threshold. To comply with NASDAQ Marketplace and Listing Rules the Company must first obtain shareholder approval before issuing such warrants.

What happens if the proposal is not approved?

If the proposal is not approved by the Company’s shareholders, then the Company will not be able to issue the warrants to VPL. This would impede the Company’s ability to achieve and sustain compliance with the NASDAQ Capital Market listing requirements. As such, the Company would have to modify its plan to achieve and sustain compliance. In addition, if this proposal is not approved, all other subparts of Proposal 2 will fail, as each subpart of Proposal 2 is contingent upon the approval of all subparts of Proposal 2.

When do you expect the Series A Warrants to VPL to be issued?

The Company currently anticipates that it will issue the warrants on or about October 10, 2009, subject to approval at its annual meeting of shareholders on October 9, 2009.

A MAJORITY OF THE BOARD OF DIRECTORS OF THE COMPANY RECOMMENDS THAT YOU

VOTE FOR THE ADOPTION OF THIS PROPOSAL.

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PROPOSAL 2(G)

APPROVAL OF THE ISSUANCE OF SERIES B WARRANTS TO VPL

(ITEM 2(G) ON THE PROXY CARD)

Why is the Company proposing the action to be voted on?

On April 8, 2009, the Company received a notice stating that the Company’s stock was subject to potential delisting from the NASDAQ Capital Market for failing to comply with Marketplace Rule 4310(c)(3) (now NASDAQ Listing Rule 5550(b)), which requires the Company to have a minimum of $2,500,000 in stockholders’ equity, $35,000,000 market value of listed securities, or $500,000 of net income from continuing operations for the most recently completed fiscal year or two of the three most recently completed fiscal years. NASDAQ has since determined that the Company has not met the requirements of Rule 5550(b). The Company is appealing this decision and will need to provide NASDAQ with a specific plan detailing how it will achieve and sustain compliance with the NASDAQ Capital Market listing requirements. As part of the Company’s plan to achieve and sustain compliance, the Company is seeking shareholder approval to issue 653,357 Series B Warrants with an exercise price of $1.01 per share to VPL. The exercise of these Warrants would raise the Company’s stockholders’ equity and significantly contribute to sustaining the minimum $2,500,000 level required by Listing Rule 5550(b).

While the Company believes issuing the Warrants to VPL is in the best interests of the shareholders and necessary to achieve compliance with the NASDAQ Capital Market listing requirements, it is possible that the PIPE Investors could view the issuance of these Warrants as a default under the PIPE. Under Section 9(s) of the subscription agreement dated December 31, 2007, by and among the Company and the PIPE Investors (the “Subscription Agreement”), the Company agreed to “not (i) directly or indirectly issue any Common stock or instruments convertible, exercisable or exchangeable for Common Stock at a per share of Common Stock equivalent price of less than $2.75”. While the Company has received verbal assurance from the PIPE investors that the issuance of the VPL Warrants will not place the Company in default, should issuance of the VPL Warrants place the Company in default of its obligations under the PIPE, the Company could be forced to repay all monies currently owed to the PIPE Investors. Nevertheless, the Company believes the issuance of Series B Warrants to VPL is necessary to both achieve compliance with the NASDAQ Capital Market listing requirements and to maintain the continued investment support of VPL.

What is the dilutive impact of the VPL Series B Warrants?

Exercise of all of the Series B Warrants would result in the issuance of 653,357 shares to VPL and would increase the number of outstanding CBI shares to 8,825,153. The 653,357 shares issued to VPL would then equal 7.40% of the outstanding shares of the Company. The effect of exercise of the VPL Series B Warrants is illustrated in the table below:

What vote is required to approve the proposal?

Approval of the proposal requires the affirmative vote of a majority of the total votes cast on this proposal and a majority of the total votes cast on each of the other subparts of Proposal 2.

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Why is CBI seeking approval of the proposal?

The warrants to be issued to VPL, if exercised, could result in an issuance of stock in excess of the 20% threshold. To comply with NASDAQ Marketplace and Listing Rules the Company must first obtain shareholder approval before issuing such warrants.

What happens if the proposal is not approved?

If the proposal is not approved by the Company’s shareholders, then the Company will not be able to issue the warrants to VPL. This would impede the Company’s ability to achieve and sustain compliance with the NASDAQ Capital Market listing requirements. As such, the Company would have to modify its plan to achieve and sustain compliance. In addition, if this proposal is not approved, all other subparts of Proposal 2 will fail, as each subpart of Proposal 2 is contingent upon the approval of all subparts of Proposal 2.

When do you expect the Series B Warrants to VPL to be issued?

The Company currently anticipates that it will issue the warrants on or about October 10, 2009, subject to approval at its annual meeting of shareholders on October 9, 2009.

A MAJORITY OF THE BOARD OF DIRECTORS OF THE COMPANY RECOMMENDS THAT YOU

VOTE FOR THE ADOPTION OF THIS PROPOSAL.

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CUMULATIVE EFFECT OF PROPOSAL 2

The following table illustrates the cumulative effect of the approval of Proposal 2 in its entirety and the issuance of all shares in connection with each subpart of Proposal 2. As of September 14, 2009, the Company had 8,171,796 shares outstanding. Should each subpart of Proposal 2 be approved, 11,248,096 additional shares would become issuable. Thus if all shares are issued under all subparts of Proposal 2, the Company would have 19,419,892 shares outstanding.

The following table illustrates the current fully diluted shares held by the PIPE investors, Fornova and VPL, as well as the fully diluted ownership following the approval of all subparts of Proposal 2.

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PROPOSAL THREE

APPROVAL OF THE ALPHA CONVERTIBLE NOTE AND ALPHA WARRANTS

(ITEM 3 ON THE PROXY CARD)

Why is the Company proposing the action to be voted on?

The Company plans to issue a $150,000 Senior Secured Note to Alpha (the “Alpha Note”). The Alpha Note is a senior secured note with an 18% annual interest payment, payable quarterly. Under the terms of the Alpha Note, the Company has agreed to use its reasonable best efforts to obtain shareholder approval to convert the Alpha Note to a loan with terms similar to those of the PIPE Note. In accordance with those terms, the Company is now seeking shareholder approval to convert the Alpha Note into a convertible note convertible into shares of the Company’s common stock at a conversion price of $0.50. The interest rate on the convertible note is to be 8% per annum. Additionally, the Company is proposing to issue to Alpha warrants to purchase 600,000 shares of the Company’s common stock. The exercise price of the warrants will be equal to the lower of $1.01 or 102% of the closing bid price on the day preceding the issue date of the warrants.

What is the dilutive impact of the Alpha Convertible Note?

Should Alpha convert the Alpha Note and exercise all of the warrants associated with the Alpha Note, the Company would have to issue 900,000 shares to Alpha. As of September 14, 2009, the Company had 8,171,796 shares of common stock issued and outstanding. Thus, the shares issuable under the Alpha Note and associated warrants represent 11.01% of the currently outstanding shares. If these shares are issued, the Company would then have 9,071,796 shares outstanding, of which 9.92% would be owned by Fornova. The following table illustrates the effect of the conversion of the Alpha Note and the exercise of the warrants associated with the Alpha Note:

What vote is required to approve the proposal?

Approval of the proposal requires the affirmative vote of a majority of the total votes cast on this proposal.

What happens if the proposal is not approved?

If the proposal is not approved by the Company’s shareholders, then the Alpha Note will be unaffected and will remain as a $150,000 non-convertible senior secured note. If the proposal is not approved, the passage of Proposal 2 will not be affected in any way.

THE BOARD OF DIRECTORS OF THE COMPANY UNANIMOUSLY RECOMMENDS THAT YOU

VOTE FOR THE ADOPTION OF THIS PROPOSAL.

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PROPOSAL FOUR

APPROVAL OF THE SALE OF THE DIVISIONS

(ITEM 4 ON THE PROXY CARD)

This discussion of Proposal Four is qualified in its entirety by reference to the Purchase Agreement, a copy of which is attached as Exhibit A to this proxy statement and is incorporated in this proxy statement by reference.

Summary of Proposed Asset Sale Terms

The following table highlights the material terms of the proposed sale of the Divisions (the “Asset Sale”) to Bostwick Laboratories, Inc., a Delaware corporation (“Bostwick”). This summary does not contain all of the information that may be important for you to consider in evaluating the proposed sale. We have included cross references to direct you to more complete information that appears elsewhere in this proxy statement. You should read this entire proxy statement, the Purchase Agreement and the other documents attached to this proxy statement in their entirety to fully understand the Asset Sale and its consequences to you before voting.

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Questions and Answers

What am I voting on?

You are being asked to vote on the approval of the sale of the Divisions to Bostwick for a purchase price of (i) $1,075,000 cash at closing (ii) payment over a five year period of twenty-five percent (25%) of all net revenues from the sale, lease or other transfer of products embodying or that exploit the technology known by the working name HEPARREST and (iii) assumption by Bostwick of a certain equipment lease.

Why did the Company enter into the Purchase Agreement?

The Board of Directors concluded that the completion of the Asset Sale for a purchase price of (i) $1,075,000 cash at closing, (ii) payment over a five year period of twenty-five percent (25%) of all net revenues from the sale, lease or other transfer of products embodying or that exploit the technology known by the working name HEPARREST and (iii) assumption by Bostwick of a certain equipment lease is advisable, fair to and in the best interests of the Company’s shareholders after due consideration of numerous factors, including but not limited to the following:

Who is the Purchaser?

Bostwick operates a pathology reference laboratory providing services to physicians, patients and managed care organizations.

What is the purchase price for the assets being sold in the Asset Sale?

        The purchase price for the assets being sold in the Asset Sale includes: (i) $1,075,000 cash paid at closing, (ii) payment over a five year period of twenty-five percent (25%) of all net revenues from the sale, lease or other transfer of products embodying or that exploit the technology known by the working name HEPARREST and (iii) assumption by Bostwick of a certain equipment lease.

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What assets are being sold to Bostwick?

The assets of the Divisions to be sold include the following (collectively, the “Assets”): inventory; fixed assets, laboratory equipment and supplies; to the extent transferrable, the existing customer contracts of the Divisions, certain other contracts, arrangements, licenses, leases and agreements of the Divisions; certain prepaid items; to the extent transferable, the permits held by the Company and used in the operations of the Divisions; to the extent transferrable, the intellectual property assets used in the operations of the Divisions; all goodwill, telephone, and telecopy related to the Divisions; and records relating to the Divisions.

What assets are not being sold to Bostwick?

The Company will retain the following assets: (i) its accounts receivable; (ii) the domain name “www.cbi-biotech.com” and the names and marks “Commonwealth Biotechnologies, Inc.,” “CBI,” “CBI Services” and any other name or mark that includes a variation or extension of CBI and/or Commonwealth Biotechnologies; (iii) all real estate; (iv) all insurance policies; (v) all bank accounts, cash on hand and cash equivalents; (vi) all tax deposits and other non-operating deposits; (vii) all advances to affiliated entities; (viii) all loans and notes; (ix) all investments to fund retirement benefits and all other investments in non-operating assets; (x) the Company’s interest in Mimotopes Pty Ltd and its assets; (xi) the Company’s interest in VPL; (xii) the Company’s printed marketing materials and stationery, (xiii) certain corporate records; (xiv) intellectual property assets not used in the operation of the Divisions and certain other intellectual property assets, including the Company’s accounting software, data and corporate records; (xv) all assets of any type, tangible and intangible, and in whatever form, that relate to activities or operations of the Company, actual, historical or anticipated, not conducted in or through the Divisions; and (xvi) print and electronic copies of, as well as all associated rights in, all data, databases, compilations, software and files relating to the corporate organization and historical operations of the Company, including, without limitation, the Company’s corporate records, accounting software and records, the Company’s employment records and email addresses; and copies of sales, purchase and other business records of the Divisions.

What liabilities will be assumed by Bostwick?

Under the terms of the Purchase Agreement, Bostwick will assume a certain equipment lease by and between the Company and Technology Leasing Concepts, Inc. In addition, Bostwick will be obligated for certain liabilities that arise after the closing under certain assumed contracts, as well as liabilities that arise after the closing as a result of the ownership or use by Bostwick of the Assets. Other than the liabilities being assumed by Bostwick, the Company will remain responsible for all of its liabilities, such as tax liabilities, liabilities relating to employment matters and liabilities existing prior to the closing of the Asset Sale, including those relating to the Assets.

Will Bostwick offer employment the employees of the Division?

As part of the Asset Sale, Bostwick will offer employment to certain employees of the Company, including, Robert B. Harris, President of the Company and Thomas R. Reynolds, Executive Vice President Science and Technology.

Will the Company retain any employees after the closing?

Except as described above, upon completion of the Asset Sale, the Company anticipates that it will terminate the employment of most, if not all, of its employees related to the Divisions.

Do any of the Company’s officers or directors have any conflicts of interest in relation to the approval of the Asset Sale?

As described above, Robert B. Harris, President of the Company and Thomas R. Reynolds, Executive Vice President Science and Technology, will be offered employment by Bostwick following completion of the Asset Sale. As such, Dr. Harris and Mr. Reynolds may have a conflict of interest or an appearance of conflict in that their future employment with Bostwick is contingent upon the approval of the Asset Sale. Dr. Harris’ and Mr. Reynolds’ interest in obtaining and maintaining future employment with Bostwick may conflict with their obligation to act in the best interests of the Company.

As officers of the Company, Dr. Harris and Mr. Reynolds owe certain fiduciary duties to the Company. The Company expects Dr. Harris and Mr. Reynolds will honor these duties; however, such duties could conflict (or have the appearance of a conflict) with their personal interests in such future employment. Additionally, Dr. Harris and Mr. Reynolds are shareholders in the Company and thus have the ability to vote their shares in favor of the Asset Sale. However, Dr. Harris and Mr. Reynolds are not directors of the Company and have had no influence over the Board of Directors’ decision to recommend the approval of the Asset Sale.

        Both Dr. Harris and Mr. Reynolds have employment agreements with the Company that provide them with certain termination benefits should their employment be terminated without cause. Their termination following completion of the Asset Sale would be considered termination without cause. The Company is seeking waivers from Dr. Harris and Mr. Reynolds of their termination benefits; however, the Company has not received such waivers. As such a conflict of interest is present in that Dr. Harris and Mr. Reynolds have the ability to affect the completion of the Asset Sale by refusing to waive their termination benefits.

Should the shareholders of the Company fail to approve the Asset Sale, there could be the appearance of a conflict of interest in that Dr. Harris and Mr. Reynolds may still be interested in obtaining employment with Bostwick. However, the Company is protected by non-competition/solicitation provisions in the employment agreements of both Dr. Harris and Mr. Reynolds that would prevent them from seeking employment with Bostwick should the shareholders fail to approve the Asset Sale.

Will the Company have continued responsibility for employment obligations following the closing?

Upon completion of the Asset Sale, the Company will remain responsible for any current or past obligations, if any, it may have to its employees, including, without limitation, vacation pay, vested benefits, accrued salary, severance, and any other amounts due any employee of the Company.

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Will the Company be restricted from competing with Bostwick following the closing?

The Purchase Agreement provides that the Company and Bostwick will enter into the Non-Competition Agreement, a copy of which is attached hereto as Exhibit B, which will restrict the Company’s ability to compete with Bostwick by (i) locating any business in the Commonwealth of Virginia that would engage in activities in a competitive capacity that compete with Bostwick’s operation of the Divisions or (ii) soliciting existing named customers of the Divisions. The Non-Competition Agreement allows the Company to engage in the following activities irrespective of the geographic location of such activities: any activities of (a) Mimotopes Pty Ltd, (b) VPL or (c) any other entity that is or may become affiliated or associated with the Company through merger, consolidation, asset purchase or other acquisition provided that such entities shall not solicit the existing named customers of the Divisions. In addition, the Company may engage in regulatory consulting services in the areas of pharmaceuticals, bio-pharmaceuticals, diagnostics and/or medical devices.

What business will the Company conduct following the closing?

After the Asset Sale, the Company will no longer operate the Divisions. However, the Company will (a) continue to be a reporting company immediately after the Asset Sale; (b) continue to conduct business through the Company’s interests in Mimotopes Pty Ltd and VPL and (c) hold the assets excluded from the Asset Sale.

Following the closing, what will happen to the real property which houses the Divisions?

The Purchase Agreement provides that Bostwick and the Company will enter into the Lease Agreement, a copy of which is attached hereto as Exhibit C, pursuant to which the Company will lease to Bostwick the real property located at 601 Biotech Drive, Richmond, Virginia 23235 that houses the Divisions (the “Biotech Drive Property”). The Lease Agreement provides for (i) a five year lease term, with one five year renewal option (ii) base rent of $579,492 per annum, escalated at 2.5% per annum; (iii) a security deposit of $144,873; (iv) payment by tenant of all utilities, real estate taxes, property owner’s association assessments, and property insurance, (v) purchase by tenant of a full heating, ventilation and air conditioning equipment preventative maintenance contract; (vi) tenant’s co-funding of the costs of repairs in the amount of $1,500 per repair up to $125,000 during the initial term and $125,000 during the extended term, if applicable and (vii) a right of first refusal to purchase the Biotech Drive Property in favor of the tenant.

What are the conditions to closing the Asset Sale?

Conditions to closing of the Asset Sale include, but are not limited to: the accuracy, at closing, in all material respects of the representations and warranties of the Company in the Agreement; at closing, there shall not have been any material adverse changes in the Divisions or the Assets since the date of the Purchase Agreement; Bostwick shall have received a release from Transact Capital Partners, LLC confirming that in no event shall Bostwick be liable or otherwise obligated to pay any fees or other amounts which may or may not be due and payable pursuant to that certain Representation Agreement dated June 23, 2008 by and among TCP, Robert R. Harris and Thomas R. Reynolds and any amendments thereto or otherwise related to the Asset Sale; Robert R. Harris and Thomas R. Reynolds, two key employees of the Company, shall each have executed a Severance, Agreement, Waiver and Release of Claims in favor of the Company; the approval of the Purchase Agreement by the Company’s shareholders; the approval of the Purchase Agreement by the Company’s lender, Branch Banking & Trust Company; the approval of the Purchase Agreement by the investors/holders of certain Secured Convertible Promissory Note(s) dated December 31, 2007 made by the Company. The obligations of the Company to complete the Asset Sale are also subject to additional conditions at closing, such as the transfer of the Assets to Bostwick.

Under what circumstances can the Purchase Agreement be terminated?

The Purchase Agreement may be terminated (i) by mutual written consent of the Company and Bostwick at any time before the closing; (ii) by either Bostwick or the Company if there has been a material breach on the part of the other of a representation, warranty or agreement contained in the Purchase Agreement; and (iii) by Bostwick on or before July 30, 2009 (the “Feasibility Termination Date”) in the event that Bostwick is not satisfied for any reason with the results of its due diligence investigation; or (iv) by either the Company or Bostwick if the closing has not occurred on or before October 28, 2009. On July 22, 2009, Bostwick notified the Company that Bostwick is waiving its right to terminate the Purchase Agreement prior to the Feasibility Termination Date.

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What representations, warranties and covenants are made by the Company in the Purchase Agreement?

The Purchase Agreement contains customary representations and warranties, covenants.

How long following the closing of the asset sale do the representations, warranties and covenants survive?

Subject to certain exceptions, the representation and warranties of the parties will survive the closing of the Asset Sale for thirty-six months.

What indemnification obligations are included in the Purchase Agreement?

Each party has agreed to indemnify the other party for losses, costs, expenses or damages resulting from any breach of a representation, warranty or agreement set forth in the Purchase Agreement and to defend the other party against any third party claim or litigation in certain circumstances and subject to certain restrictions and limitations. In addition, the Company has agreed to indemnify Bostwick for any liabilities and obligations relating to the Company’s termination of any employee. The Company’s indemnification obligations will be secured by a third priority Deed of Trust granted by the Company encumbering the Biotech Drive Property.

What are the federal and state income tax consequences of the Asset Sale?

The Company believes that it will not incur any federal or state income taxes as a result of the Asset Sale because of its net operating loss and carry forwards exceed the purchase price of the Assets.

What is the amount of the payment that shareholders will receive assuming the Asset Sale is consummated?

The Company’s shareholders will not receive any payments, whether as a dividend or a distribution in liquidation, as a direct result of the asset sale.

How will disputes under the Purchase Agreement be resolved?

Any dispute under the Purchase Agreement will be submitted to binding arbitration.

What will happen if the Purchase Agreement and the Asset Sale are approved?

If the Purchase Agreement and the Asset Sale are approved, the Company will consummate the Asset Sale subject to satisfaction of the closing conditions set forth in the Purchase Agreement.

What will happen if the Purchase Agreement and the Asset Sale is not approved?

As of July 31, 2009, the Company had $360,453 of cash and cash equivalents and accounts payable of $1,140,701. If the Purchase Agreement and the Asset Sale are not approved by our shareholders, we believe that our existing cash and cash equivalents, and interest income would not be sufficient to meet the Company’s operating and capital requirements (including payment of all costs and fees related to the Asset Sale) for more than a few months. Changes in our collaborative relationships or our business, whether or not initiated by us, may affect the rate at which the Company depletes its cash and cash equivalents. Accordingly, if the Asset Sale is not completed, whether due to the Company’s shareholders not approving the Purchase Agreement and the Asset Sale or due to all closing conditions not being satisfied or waived, the Company will attempt to secure additional financing.

Additionally, the completion of the Asset Sale is a condition precedent to a proposed Share Exchange Agreement (the “GL Agreement”) between the Company and GL Biochem (Shanghai) Ltd. (“GL”), pursuant to which the Company would acquire all of the outstanding shares of GL, GL Biochem (Danyang) Ltd, GL Peptide (Binhai) Ltd, and 86% of the outstanding shares of GL Peptide (Shanghai) Ltd (collectively, the “GL Group”) in return for 68-80% of the shares of CBI on a fully-diluted basis, depending on the GL Group’s 2008 audited after tax profits. The Company has signed the GL Agreement subject to the approval of the Company’s shareholders. If the Asset Sale is approved, then the Company will call a special shareholder meeting to approve the GL Agreement, which is described in greater detail below. Please note that you are not being asked to approve the GL Agreement at this time.

The GL Group is the largest global supplier of research-grade peptide products and peptide reagents. Key terms of the GL Agreement provide that upon the closing of the GL Agreement, the Board of Directors shall consist of seven members five of whom shall be appointed by the current Board of Directors of GL and two of whom shall be appointed by the current Board of Directors of the Company. All current officers of the Company shall also resign from their officer positions with the Company and Hongyan Xu shall be appointed as the President, Chief Executive Officer and Secretary of the Company. Lastly, the GL Agreement includes a provision that provides GL with the option, subject to CBI shareholder approval, to purchase the Company’s subsidiary Mimotopes Pty, Ltd in the event that the GL Agreement is terminated for any reason.

Caution Regarding Forward-Looking Statements.

        This proxy statement contains forward-looking information within the meaning of the private Securities Litigation Reform Act of 1995. This forward-looking information may be identified by such forward-looking terminology as “expect,” “anticipate,” “will,” or similar statements or variations of such terms. Among other forward-looking information, the statements above relating to consummation of the Asset Sale and costs and charges and estimated timing for exit actions or incurrence of costs and charges in connection with those actions constitute forward-looking statements.

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Forward-looking statements are based on a series of expectations, assumptions, estimates and projections about the Company and the Divisions that involve substantial uncertainty and substantial risk, including: the risk that the Asset Sale will not be consummated, the risk that the Company will incur significant costs in connection with the Asset Sale, whether or not it is completed; the risk that conditions and other contingencies to consummation and closing of the Asset Sale will not occur; the risk that anticipated benefits from the Asset Sale may not be reached or may take longer to realize than expected; the risk that the Company’s shareholders and lenders will not approve the Asset Sale; the risk that estimated or anticipated costs, charges and liabilities to settle and complete the exit from and disposal of the Divisions, including retained obligations and contingent risks for assigned obligations, may differ or be greater than anticipated; the risk that and the effect of any regulatory approvals or conditions. The reader is urged to consider all such factors. If these or other significant risks and uncertainties occur, or if the Company’s estimates or underlying assumptions prove inaccurate, actual results, including actual costs and timing, could differ materially. In light of the uncertainty inherent in such forward-looking statements, you should not consider their inclusion to be a representation that such forward-looking matters will be achieved.

Although the Company believes that the expectations reflected in any forward-looking statements are reasonable, the Company cannot guarantee future events or results. Except as may be required under federal law, we undertake no obligation to update publicly any forward-looking statements for any reason, even if new information becomes available or other events occur.

Statement on Regulatory Approvals.

The Company is not required to comply with any federal or state regulatory requirements or obtain approval from any federal or state agency in connection with the Asset Sale.

Are there risks related to the Asset Sale?

There are numerous and varied risks related to the Asset Sale. Some of the risks that prospective investors should consider are presented below.

The Company cannot be sure if or when the Asset Sale will be completed.

The consummation of the Asset Sale is subject to the satisfaction of various conditions, many of which are beyond the Company’s control, including, but not limited to, the approval of the Asset Sale by the Company’s shareholders, and a termination right by either party if the Asset Sale is not completed by October 28, 2009. The Company cannot guarantee that it will be able to satisfy the closing conditions set forth in the Purchase Agreement. If the Company is unable to satisfy the closing conditions in the Purchase Agreement, Bostwick will not be obligated to complete the Asset Sale and the Company may still incur the significant transaction costs described below.

The Company will incur significant costs in connection with the Asset Sale, whether or not it is completed.

The Company currently expects to incur approximately $150,000 of costs related to the Asset Sale, excluding costs expended to date. These expenses include, but are not limited to, financial advisory, legal and accounting fees and expenses, employee expenses, filing fees, printing expenses, proxy solicitation and other related charges. The Company may also incur additional unanticipated expenses in connection with the Asset Sale. Approximately $100,000 of the costs related to the Asset Sale, such as legal fees, will be incurred regardless of whether the Asset Sale is completed.

The Asset Sale will not be completed if it is not approved by the Company’s shareholders or if the Purchase Agreement is terminated pursuant to its terms, and the Company may not be able to secure additional financing to continue its business in that event.

As of July 31, 2009, the Company had $360,453 of cash and cash equivalents and accounts payable of $1,140,701. If the Asset Sale is not approved by the Company’s shareholders, the Company believes that its existing cash and cash equivalents and interest income would not be sufficient to meet its operating and capital requirements (including payment of all costs and fees related to the Asset Sale) for more than a few months.

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The Purchase Agreement will expose the Company to contingent liabilities.

Under the Purchase Agreement, the Company has agreed to indemnify Bostwick for a number of matters including the breach of the Company’s representations, warranties and covenants contained in the Purchase Agreement. See discussion of indemnification obligations set forth above.

The public announcement of the proposed Asset Sale might adversely affect the Company’s operating results and ability to retain key management and personnel.

On July 21, 2009, the Company issued a press release announcing the Asset Sale. The Asset Sale may cause the Company’s customers and suppliers to terminate or modify their relationship with the Company until after the outcome of the shareholder vote has been determined and may also adversely impact our ability to retain key management and personnel who are involved in the operation of the Divisions. Even if the Asset Sale is not consummated, these negative effects could continue indefinitely.

What vote is required to approve the proposal?

Approval of the proposal requires the affirmative vote of a majority of the total votes cast on this proposal.

UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS

The following unaudited pro forma condensed consolidated financial statements are based on historical consolidated financial statements of the Company and subsidiaries incorporated by reference into the proxy statement, adjusted to give the effect to the disposition of the Divisions in accordance with the Purchase Agreement.

The unaudited pro forma consolidated balance sheets give effect to the proposed transaction as if it occurred on the date of the balance sheet date. The cash proceeds and resulting gain are only included in the December 2007 balance sheet. The unaudited pro forma consolidated statements of operations for the years ended December 31, 2008 and December 31, 2007 give effect to the transaction as though it occurred as of January 1, 2007.

The pro forma consolidated financial information is presented for illustrative purposes only, and is not necessarily indicative of the operating results or financial position that would have occurred if all of the events as described above had occurred on the first day of the respective periods presented, nor is it necessarily indicative of our future operating results or financial position. The unaudited pro forma condensed consolidated financial statements should be read in conjunction with the historical consolidated financial statements for the Company included or incorporated by reference in this proxy statement.

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Commonwealth Biotechnologies, Inc.

Unaudited Condensed Consolidated Balance Sheets

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Commonwealth Biotechnologies, Inc.

Unaudited Condensed Consolidated Statement of Operations

The Accompanying Notes are an integral part of these financial statements.

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Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements

On July 16, 2009, the Company announced that it had entered into the Purchase Agreement to sell substantially all of the assets of the Divisions, including substantially all of the related machinery, equipment, work in process, customer lists and certain intellectual property.

THE BOARD OF DIRECTORS OF THE COMPANY UNANIMOUSLY RECOMMENDS THAT YOU

VOTE FOR THE ADOPTION OF THIS PROPOSAL

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PROPOSAL FIVE

APPROVAL OF THE COMMONWEALTH BIOTECHNOLOGIES, INC.

2009 STOCK INCENTIVE PLAN

(ITEM 5 ON THE PROXY CARD)

What am I voting on?

The Board of Directors adopted The Commonwealth Biotechnologies, Inc. 2009 Stock Incentive Plan (the “2009 Plan”) on March 27, 2009, subject to approval by the shareholders of the Company.

The Board of Directors believes that the 2009 Plan will advance the long-term success of the Company by encouraging stock ownership among key employees and members of the Board who are not employees (“Nonemployee Directors”).

How is the 2009 Plan administered?

The 2009 Plan is administered by the Compensation Committee of the Board of Directors (the “Committee”). Awards made to Nonemployee Directors will be approved by the Board. The 2009 Plan provides the Committee flexibility to design compensatory awards that are responsive to the Company’s needs. Subject to the terms of the 2009 Plan, the Committee has the discretion to determine the terms of each award. The Committee may delegate to one or more officers of the Company the authority to grant awards to participants who are not directors or executive officers of the Company. The Committee must fix the total number of shares that may be subject to grants made under this delegation.

What kind of awards may be granted?

Awards under the 2009 Plan may be in the form of stock options or shares of restricted or incentive stock.

Who is eligible to receive awards?

Employees of the Company and Nonemployee Directors may be selected by the Committee to receive awards under the 2009 Plan. The benefits or amounts that may be received by or allocated to participants under the 2009 Plan will be determined at the discretion of the Committee and are not presently determinable.

How many shares are available for issuance under the 2009 Plan?

The maximum number of shares as to which stock awards may be granted under the 2009 Plan is 1,000,000 shares. The closing price of a share of the Company’s common stock on August 27, 2009 was $0.75, as reported on the NASDAQ Capital Market.

Upon what terms may options be awarded?

Options may be either incentive stock options or nonqualified stock options, provided that only employees may be granted incentive stock options. The option may specify that the option price is payable (i) in cash, (ii) by the transfer to the Company of unrestricted stock, (iii) with any other legal consideration the Committee may deem appropriate or (iv) by any combination of the foregoing. No stock option may be exercised more than 10 years from the date of grant. Each grant may specify a period of continuous employment or service with the Company or any subsidiary that is necessary before the stock option or any portion thereof will become exercisable and may provide for the earlier exercise of the option in the event of a change in control of the Company or similar event.

Upon what terms may restricted stock be awarded?

An award of restricted stock involves the immediate transfer by the Company to a participant of ownership of a specific number of shares of common stock in return for the performance of services. The participant is entitled immediately to voting, dividend and other ownership rights in such shares, subject to the discretion of the Committee. The transfer may be made without additional consideration from the participant. The Committee may specify performance objectives that must be achieved for the restrictions to lapse. Restricted stock must be subject to a “substantial risk of forfeiture” within the meaning of Internal Revenue Code (“Code”) Section 83 for a period to be determined by the Committee on the grant date and any grant or sale may provide for the earlier termination of such risk of forfeiture in the event of a change of control of the Company or similar event.

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Upon what terms may incentive stock be awarded?

An award of incentive stock granted under the 2009 Plan represents the right to receive a specific number of shares at the end of a specified deferral period. Any grant of deferred shares may be further conditioned upon the attainment of performance objectives. The grant may provide for the early termination of the deferral period in the event of a change in control of the Company or similar event. During the deferral period, the participant is not entitled to vote or receive dividends on the shares subject to the aware, but the Compensation Committee may provide for the payment of dividend equivalents on a current or deferred basis. The grant of deferred shares may be made without any consideration from the participant other than the performance of future services.

Are awards made under the 2009 Plan transferable?

Except as provided below, no award under the 2009 Plan may be transferred by a participant other than by will or the laws of descent and distribution, and stock options and stock appreciation rights may be exercised during the participant’s lifetime only by the participant or, in the event of the participant’s legal incapacity, the guardian or legal representative acting on behalf of the participant. The Committee may expressly provide in an award agreement (other than an incentive stock option) that the participant may transfer the award to a spouse or lineal descendant, a trust for the exclusive benefit of such family members, a partnership or other entity in which all the beneficial owners are such family members, or any other entity affiliated with the participant that the Committee may approve.

When does the 2009 Plan terminate?

The 2009 Plan will terminate on the tenth anniversary of the date it is approved by shareholders, and no award will be granted under the plan after that date.

How can the 2009 Plan be amended?

The 2009 Plan may be amended by the Board of Directors, but without further approval by the shareholders of the Company no such amendment may increase the limitations set forth in the 2009 Plan on the number of shares that may be issued under the 2009 Plan or any of the limitations on awards to individual participants. The Board may condition any amendment on the approval of the shareholders if such approval is necessary or deemed advisable with respect to the applicable listing or other requirements of a national securities exchange or other applicable laws, policies or regulations.

What are the tax consequences of the 2009 Plan?

The following is a brief summary of certain of the federal income tax consequences of certain transactions under the 2009 Plan. This summary is not intended to be exhaustive and does not describe state or local tax consequences.

In general, an optionee will not recognize income at the time a nonqualified stock option is granted. At the time of exercise, the optionee will recognize ordinary income in an amount equal to the difference between the option price paid for the shares and the fair market value of the shares on the date of exercise. At the time of sale of shares acquired pursuant to the exercise of a nonqualified stock option, any appreciation (or depreciation) in the value of the shares after the date of exercise generally will be treated as capital gain (or loss).

An optionee generally will not recognize income upon the grant or exercise of an incentive stock option. If shares issued to an optionee upon the exercise of an incentive stock option are not disposed of in a disqualifying disposition within two years after the date of grant or within one year after the transfer of the shares to the optionee, then upon the sale of the shares any amount realized in excess of the option price generally will be taxed to the optionee as long-term capital gain and any loss sustained will be a long-term capital loss. If shares acquired upon the exercise of an incentive stock option are disposed of prior to the expiration of either holding period described above, the optionee generally will recognize ordinary income in the year of disposition in an amount equal to any excess of the fair market value of the shares at the time of exercise (or, if less, the amount realized on the disposition of the shares) over the option price paid for the shares. Any further gain (or loss) realized by the optionee generally will be taxed as short-term or long-term capital gain (or loss) depending on the holding period.

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Subject to certain exceptions for death or disability, if an optionee exercises an incentive stock option more than three months after termination of employment, the exercise of the option will be taxed as the exercise of a nonqualified stock option. In addition, if an optionee is subject to federal “alternative minimum tax,” the exercise of an incentive stock option will be treated essentially the same as a nonqualified stock option for purposes of the alternative minimum tax.

A recipient of restricted stock generally will be subject to tax at ordinary income rates on the fair market value of the restricted stock (reduced by any amount paid by the recipient) at such time as the shares are no longer subject to a risk of forfeiture or restrictions on transfer for purposes of Code Section 83. However, a recipient who so elects under Code Section 83(b) within 30 days of the date of transfer of the restricted stock will recognize ordinary income on the date of transfer of the shares equal to the excess of the fair market value of the restricted stock (determined without regard to the risk of forfeiture or restrictions on transfer) over any purchase price paid for the shares. If a Code Section 83(b) election has not been made, any dividends received with respect to restricted stock that are subject at that time to a risk of forfeiture or restrictions on transfer generally will be treated as compensation that is taxable as ordinary income to the recipient.

To the extent that a participant recognizes ordinary income in the circumstances described above, the Company or subsidiary for which the participant performs services will be entitled to a corresponding deduction, provided that, among other things, the income meets the test of reasonableness, is an ordinary and necessary business expense, is not an “excess parachute payment” within the meaning of Code Section 280G and is not disallowed by the $1,000,000 limitation on certain executive compensation under Section 162(m) of the Internal Revenue Code.

Where can I get a copy of the 2009 Plan?

This summary is not a complete description of all provisions of the 2009 Plan. A copy of the 2009 Plan is attached hereto as Exhibit D.

THE BOARD OF DIRECTORS OF THE COMPANY UNANIMOUSLY RECOMMENDS THAT YOU

VOTE FOR THE ADOPTION OF THIS PROPOSAL.

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PROPOSAL SIX

RATIFICATION OF THE APPOINTMENT OF WITT MARES, PLC

(ITEM 6 ON THE PROXY CARD)

What am I voting on?

A proposal to ratify the appointment of Witt Mares, PLC as the Company’s independent registered public accounting firm to audit the Company’s financial statements for the 2009 fiscal year. BDO Seidman, LLP, the Company’s former independent registered public accounting firm, resigned as the Company’s independent registered public accounting firm on December 23, 2008, following review of the Company’s consolidated financial statements for the quarter ending September 30, 2008. The Audit Committee of the Board of Directors then appointed Witt Mares, PLC to serve as the Company’s independent registered public accounting firm to audit the Company’s financial statements for the 2008 fiscal year. Witt Mares, PLC audited the Company’s 2008 financial statement and the Audit Committee has recommended that Witt Mares, PLC be reappointed for 2009. Although the Company’s governing documents do not require the submission of this matter to shareholders, the Board of Directors considers it desirable that the appointment of Witt Mares, PLC for 2009 be ratified by shareholders.

What services does Witt Mares, PLC provide?

Audit services provided by Witt Mares, PLC for fiscal 2008 included the examination of the consolidated financial statements of the Company, audit of the Company’s internal control over financial reporting and certain tax-related services. The Company anticipates that Witt Mares, PLC will provide the same services in 2009

Will a representative of Witt Mares, PLC be present at the meeting?

One or more representatives of Witt Mares, PLC will be present at the meeting. The representatives will have an opportunity to make a statement if they desire and will be available to respond to questions from shareholders.

What if this proposal is not approved?

If the appointment of Witt Mares, PLC is not ratified, the Audit Committee of the Board of Directors will reconsider the appointment.

THE BOARD OF DIRECTORS OF THE COMPANY UNANIMOUSLY RECOMMENDS THAT YOU

VOTE FOR THE ADOPTION OF THIS PROPOSAL.

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SUMMARY COMPENSATION TABLE

The following table sets forth the compensation paid to or earned by (i) our Chief Executive Officer, and (ii) the Company’s two other most highly compensated executive officers (collectively, the “Named Executive Officers”) during each of the Company’s last two fiscal years: