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SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(a)

OF THE SECURITIES EXCHANGE ACT OF 1934

Filed by the Registrant  x                            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):

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COMMONWEALTH BIOTECHNOLOGIES, INC.

601 Biotech Drive

Richmond, Virginia 23235

(804) 648-3820

To our Shareholders:

It is my pleasure to invite you to attend a special meeting of shareholders to be held at 10:00 a.m. on                     ,                     , 2010. The meeting will be held electronically via telecom.

At the special meeting, you will be asked to approve an issuance of 77,889,871 shares of CBI common stock in exchange for the acquisition of all of the outstanding common stock of Wise Century Group Limited (“Wise Century”), a Hong Kong company. Wise Century is the wholly-owned subsidiary of Asia Peptide Limited, a British Virgin Islands company (“Asia Peptide”) and the parent of Shanghai-based GL Biochem (Shanghai) Ltd and its associated businesses GL Biochem (Danyang) Ltd, GL Peptide (Binhai) Ltd and GL Peptide (Shanghai) Ltd (collectively, the “GL Group”). This acquisition will occur subject to the terms of a Share Exchange Agreement, dated as of December 28, 2009, by and between Wise Century, Asia Peptide and CBI. CBI’s Board of Directors recommends the approval of this proposal.

In addition, you will be asked to act on such other business as may properly come before the special meeting.

Enclosed is a notice of special meeting and proxy statement containing detailed information concerning the acquisition. Whether or not you plan to attend the special meeting, CBI urges you to read this material carefully.

YOUR VOTE IS VERY IMPORTANT. WHETHER OR NOT YOU PLAN TO JOIN THE SPECIAL MEETING OF SHAREHOLDERS VIA TELECOM, CBI URGES YOU TO VOTE AND SUBMIT YOUR PROXY BY TELEPHONE, THE INTERNET OR BY MAIL. IF YOU ARE A REGISTERED SHAREHOLDER AND JOIN THE MEETING VIA TELECOM, YOU MAY REVOKE YOUR PROXY AND VOTE YOUR SHARES AT THE TELECOM MEETING. IF YOU HOLD YOUR SHARES THROUGH A BANK OR BROKER AND WANT TO VOTE YOUR SHARES AT THE MEETING, PLEASE CONTACT YOUR BANK OR BROKER TO OBTAIN A LEGAL PROXY.

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COMMONWEALTH BIOTECHNOLOGIES, INC.

601 Biotech Drive

Richmond, Virginia 23235

(804) 648-3820

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

TO BE HELD ON                     ,                     , 2010

NOTICE IS HEREBY GIVEN that a special meeting of shareholders, including any adjournments or postponements thereof, of Commonwealth Biotechnologies, Inc., a Virginia corporation (“CBI”), will be held at 10:00 a.m. Eastern Time, on                     ,                     , 2010, via telecom, for the following purposes:

CBI’s Board of Directors has fixed the close of business on January 26, 2010 as the date for which its shareholders are entitled to receive notice of, and to vote at, the special meeting and any adjournments or postponements thereof. This proxy statement is dated February     , 2010 and is first being mailed to CBI’s shareholders on or about February     , 2010. Only the holders of record of CBI common stock on January 26, 2010 are entitled to have their votes counted at the special meeting and any adjournments or postponements thereof. CBI will not transact any other business at the special meeting, except for business properly brought before the special meeting or any adjournment or postponement by its Board of Directors.

Your vote is important. Please sign, date and return your proxy card as soon as possible to make sure that your shares are represented at the special meeting. CBI’s Board of Directors recommends that you vote “FOR” the proposal to effect an issuance of its common stock which will result in the completion of the Acquisition.

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QUESTIONS AND ANSWERS ABOUT THE MATTERS SUBJECT TO VOTE

What is being voted on?

You are being asked to consider and vote upon a proposal to effect the issuance of the Acquisition Shares in exchange for CBI’s receipt of all of the outstanding common stock of Wise Century.

You may vote if you owned shares of CBI common stock as of the close of business on January 26, 2010. Each share of common stock is entitled to one vote. As of January 26, 2010, CBI had 9,906,338 shares of common stock outstanding.

How many votes must be present to hold the meeting?

Your shares are counted as present at the meeting if you join the meeting via telecom and vote or if you properly return a proxy by Internet, telephone or mail. In order for CBI to conduct its meeting, a majority of our outstanding shares of common stock as of January 26, 2010 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, but will have no effect on the outcome of the voting on the Acquisition proposal.

Why is CBI proposing the Acquisition?

CBI’s strategy going forward will be to focus on the peptide therapeutics sector of its business. To that end, on November 2, 2009, CBI sold its two biotechnology and genetic testing business assets, CBI Services and Fairfax Identity Laboratories, respectively, to Bostwick Laboratories, Inc. The CBI corporate office remains in Richmond, and the company retained its real estate assets in Richmond. CBI also retained its operating subsidiary in Melbourne, Australia, Mimotopes, Pty Ltd (“Mimotopes”). Mimotopes is a drug discovery company specializing in peptide based products and services.

To implement its peptide therapeutics strategy, CBI pursued an initial inquiry from GL Biochem (Shanghai) Ltd. to purchase the assets of Mimotopes. As discussions progressed, the parties negotiated a share exchange transaction. This culminated on December 28, 2009, when CBI entered into the Share Exchange Agreement to acquire all of the outstanding common stock of Wise Century. Wise Century is a holding company that is the parent of Shanghai-based GL Biochem (Shanghai) Ltd and its associated businesses GL Biochem (Danyang) Ltd, GL Peptide (Binhai) Ltd and GL Peptide (Shanghai) Ltd (collectively, the “GL Group”). Under the Share Exchange Agreement, CBI will receive all of the outstanding common stock of the GL Group’s holding company, Wise Century, from its sole shareholder, Asia Peptide. In exchange, CBI will issue to Asia Peptide the Acquisition Shares (78% of its then-outstanding shares, on a fully diluted basis). Closing is expected to occur promptly after CBI obtains shareholder approval for the Acquisition.

What vote is required to approve the Acquisition?

Approval of the Acquisition requires the affirmative vote of at least two-thirds of all votes entitled to be cast on the Acquisition proposal.

Why is CBI seeking approval for the Acquisition?

Virginia Code §13-718 provides that transactions such as the one contemplated by the Acquisition proposal must first be adopted by the board of directors, then submitted to the shareholders for approval. §13.718 further provides that unless otherwise provided in a company’s articles of incorporation, a transaction such as the one contemplated by the Acquisition proposal must be approved by at least two-thirds of the votes entitled to be cast on the proposal. CBI’s Articles of Incorporation do not alter the two-thirds voting requirement. CBI’s Board of Directors has adopted the Share Exchange Agreement and is now submitting it to CBI’s shareholders in accordance with Virginia Code §13.1-718 with the recommendation that the Acquisition proposal be approved.

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What will I receive in the Acquisition?

Holders of CBI common stock will continue to hold the CBI securities they currently own. CBI is simply acquiring all of the outstanding common stock of Wise Century from Asia Peptide. Asia Peptide will receive all of the Acquisition Shares being issued by CBI in the Acquisition.

Who will manage CBI upon completion of the Acquisition?

Upon completion of the Acquisition, Dr. Hongyan Xu will be appointed as the Chairman, President, Chief Executive Officer, and Secretary of CBI.

How is CBI paying for the Acquisition?

At the closing, CBI will issue to Asia Peptide the Acquisition Shares. The pricing for this transaction was determined through negotiations between Asia Peptide and CBI. The closing price of CBI common stock on January 26, 2010 was $0.35 per share, and the market value of the shares to be issued to Asia Peptide, at the close of business on January 26, 2010, was approximately $27,261,455.

The Acquisition will result in Asia Peptide owning 78% of CBI’s outstanding common stock on a post-closing, fully diluted basis. The number of shares of CBI common stock to be issued to Asia Peptide reflects the determination of CBI’s Board of Directors and the Board of Directors of Asia Peptide of the relative long-term worth of CBI and Wise Century after the Acquisition.

How Will the Acquisition Affect CBI’s Current Shareholders?

If the Acquisition is consummated, CBI will issue the Acquisition Shares to Asia Peptide as consideration for the shares of Wise Century. If this occurs, Asia Peptide will own 78% of CBI’s outstanding common stock. No other stockholder (based on current holdings) will own more than 5% of CBI’s common stock.

What happens if the Acquisition is not approved?

If the Acquisition is not approved by CBI’s shareholders, then CBI will not consummate the Acquisition upon the terms currently contemplated by the Share Exchange Agreement.

When do you expect the Acquisition to be completed?

CBI currently anticipates that it will close the Acquisition promptly after CBI receives shareholder approval of the Acquisition.

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:

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.

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How can I attend the telecom meeting?

The meeting is open to all holders of the Company’s common stock as of January 26, 2010. To join the telecom meeting you must register by 12:00 noon eastern time on                 , 2010. 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 special shareholder meeting. After registering, you will be provided with the necessary dial-in instructions no later than                     , 2010.

May I vote at the meeting?

You may vote your shares at the telecom meeting if register for and join the telecom meeting as instructed above. 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 CBI’s transfer agent. Even if you plan to join the telecom meeting, CBI encourages 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:

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 FOR the Acquisition and in accordance with the best judgment of the named proxies on any other matters properly brought before the meeting.

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SUMMARY

This summary discusses the material items of the Acquisition proposal which is also described elsewhere in this proxy statement. You should carefully read this entire proxy statement and the other documents to which this proxy statement refers you. See “Where You Can Find More Information.”

Acquisition of Wise Century

Wise Century is a holding company that is the parent company of the GL Group. The GL Group is the largest global supplier of research-grade peptide products and peptide reagents. At present, the GL Group is focused on the fast-growing market for research-grade peptides and peptide therapeutics. Bionest estimates the worldwide market for custom peptides to be between $550 million and $990 million in 2010. Upon completion of the Acquisition, CBI believes that it will be able to cater to the outsourcing requirements of universities, research institutes and pharmaceutical biotechnology companies for reagents as well as research and development services.

CBI’s Reasons for the Acquisition and Recommendation of CBI’s Board of Directors

After consideration of a large variety of factors, CBI’s Board of Directors has concluded that the Acquisition is in the best interests of its shareholders. In approving the Share Exchange Agreement, CBI’s Board of Directors relied on information (including financial information) relating to Wise Century, the regulatory environment and the industry fundamentals.

In evaluating the Acquisition, CBI’s Board of Directors considered a wide variety of factors – some quantitative and some qualitative. Given their potential significance, the qualitative factors were weighed significantly by the Board of Directors in connection with its evaluation of the Acquisition. Some of the positive and negative factors considered by the Board are described below:

Positive Factors

Negative Factors

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Board of Directors’ Recommendation

After careful consideration, CBI’s Board of Directors has determined that the Acquisition is fair to, and in the best interests of CBI’s shareholders. Accordingly, CBI’s Board has approved and declared advisable the Acquisition, and recommends that you vote or instruct your vote to be cast “FOR” the approval of the Acquisition.

INFORMATION ABOUT WISE CENTURY

Introduction

Wise Century is the parent company of the GL Group, a global supplier of research-grade peptide products and peptide reagents. The GL Group has achieved rapid growth without debt financing and has expanded the scale and scope of its operations using only its own free cash flow. The GL Group currently employs over 800 staff, including over 350 chemists directly involved in peptide synthesis. The GL Group operates a 35,000 square foot manufacturing facility and a 120,000 square foot manufacturing facility in Shanghai.

Industry Overview

The GL Group provides products and services in pre-clinical peptide reagent, custom peptide synthesis and therapeutic peptide markets. The worldwide market for custom peptides is projected to grow at an annual average rate of 11.9%, placing the value of the market at up to $1 billion in 2010. The market for therapeutic peptides is estimated at more the 13.4 billion in 2010.

Custom Peptide Synthesis

The major users of custom peptides are distributed throughout the life sciences sector and include biotechnology companies, pharmaceutical companies, universities, hospitals, and government laboratories. There are two general sources for peptides. Companies either have a catalog business, where products are made in advance and stored, or a custom manufacturing business where products are generated on an “as needed” basis. Wise Century has both sources for peptides.

The GL Group has achieved its position in the research grade custom peptide industry by exploiting its scale of production, cumulative experience, competitive labor costs and the manufacture of it own materials. The GL Group sells a portion of its custom peptide and reagent products directly to the public, but also generates revenues through an original equipment manufacturer (“OEM”) strategy, whereby peptides or reagents produced by the GL Group are sold to other peptide or chemical companies and retailed under the other company’s brand name.

Peptide Therapeutics

According to the Genetic Engineering News, the 2010 market for therapeutic peptides is estimated at over $13.4 billion in 2010. To exploit this market, biotechnology and pharmaceutical companies are actively pursuing the development of a variety of peptide-based technologies, peptide manufacturing technologies, and drug delivery methods. Their role as mediators of key biological functions and their unique intrinsic properties make them particularly attractive therapeutic agents. Peptides show high biological activity associated with low toxicity and high specificity. The benefits conferred by these characteristics include little unspecific binding to molecular structures other than the desired target, minimization of drug-drug interactions and less accumulation in tissues reducing risks of complications due to intermediate metabolites. Additionally, compared to small molecules, peptides offer valuable chemical and biological diversity on which intellectual property is still available. As a result, pharmaceutical companies are increasingly considering peptides in their product pipelines.

GL Group Technology

The GL Group provides high-quality peptides to universities, research institutes, biotechnology companies and pharmaceutical companies. The company has over 350 chemists directly involved in peptide synthesis, with an additional 100 technicians in HPLC purification.

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Products and Services

CBI and the GL Group develop, manufacture, market and distribute peptides, peptide reagents and related services for the life-science sector. The combined offerings of CBI and the GL Group would include:

Competition

There are approximately 90 suppliers of custom peptides worldwide. While the number of competitors is limited, there are a number that offer heavily discounted pricing. For low purity compounds, the market is extremely price sensitive almost to the point of being commoditized.

There is also an extensive list of university-based core facilities that offer peptide synthesis services. Since these core facilities are typically subsidized by the university and have minimal overhead costs, they can undercut the market with heavily discounted pricing. However, university-based core facilities are generally slow, and, frequently, do not provide the quality available from other commercial sources.

Of the approximately 90 companies supplying custom peptides worldwide, the GL Group and CBI believe that only about 11 can deliver peptide libraries. Most of those provide only solid phase libraries or arrays (not testable for biological functions).

Risk of Loss and Liability Insurance

Neither Wise Century nor the GL Group currently maintain any form of insurance. However, CBI maintains all insurance in types and amounts which are customary in the industry for operations of its scope. This will continue post-closing, appropriately adjusted for scale and scope.

Employees

As of January 26, 2010, Wise Century had a total of 800 employees, all of which were full-time. At such date, all of Wise Century’ full time employees were salaried. In addition, 650 of Wise Century’ employees performed production functions and the remaining 150 performed management, administration or sales and marketing functions. Wise Century has never had a work stoppage and management characterizes its relations with its employees as good.

Litigation

Wise Century is not currently involved in any pending material legal proceedings. Wise Century, however, may be subject to litigation from time to time in the ordinary course of its business.

Indebtedness

Neither Wise Century nor the GL Group currently have any significant long or short-term indebtedness. Please refer to the GL Group’s financial information attached as Exhibit A hereto.

Facilities

Wise Century operates 35,000 square foot and 120,000 square foot manufacturing facilities in Shanghai and is in the process of jointly commissioning a third Shanghai manufacturing facility.

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SELECTED FINANCIAL INFORMATION

The following tables present financial data after giving effect to the completion of the Acquisition, for the period ended September 30, 2009.

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THE SPECIAL MEETING

The Special Meeting

CBI is furnishing this proxy statement to you as part of the solicitation of proxies by its Board of Directors for use at the special meeting in connection with the Acquisition. This proxy statement provides you with the information you need to know to be able to vote or instruct your vote to be cast at the special meeting.

Date, Time and Place

The special meeting will be held at 10:00 a.m., Eastern Time, on                     ,                     , 2010, via telecom.

Purpose of the Special Meeting

At the special meeting, the holders of CBI’s common stock are being asked to approve a proposal to effect the issuance of the Acquisition Shares in exchange for the acquisition of the outstanding common stock of Wise Century, the parent company of the GL Group, pursuant to the Share Exchange Agreement, dated as of December 28, 2009.

CBI’s Board of Directors:

Record Date; Who is Entitled to Vote

The “record date” for the special meeting is January 26, 2010. Record holders of CBI common stock at the close of business on the record date are entitled to vote or have their votes cast at the special meeting. On the record date, there were 9,906,338 outstanding shares of CBI common stock. Each share of CBI common stock is entitled to one vote per share at the special meeting.

Voting Your Shares

Each share of CBI common stock that you own in your name entitles you to one vote. Your proxy card shows the number of shares of CBI common stock that you own. There are four ways to vote your shares of common stock at the special meeting:

IF YOU DO NOT VOTE YOUR SHARES OF COMMON STOCK IN ANY OF THE WAYS DESCRIBED ABOVE, IT WILL HAVE NO EFFECT ON THE ACQUISITION.

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Who Can Answer Your Questions About Voting Your Shares

If you have any questions about how to vote or direct a vote in respect of your common stock, you may call Richard J. Freer, Ph.D., CBI’s Chief Operating Officer and Acting Secretary, at (804) 648-3820.

No Additional Matters May Be Presented at the Special Meeting

This special meeting has been called only to consider the approval of the Acquisition. Under CBI’s bylaws, other than procedural matters incident to the conduct of the meeting, no other matters may be considered at the special meeting, if they are not included in the notice of the meeting.

Revoking Your Proxy

If you give a proxy, you may revoke it at any time before it is exercised by doing any one of the following:

Quorum

Your shares are counted as present at the meeting if you join the telecom meeting and vote via telecom 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 January 26, 2010 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.

Vote Required

The approval of the Acquisition will require the affirmative vote of two-thirds of the total votes entitled to vote on the proposal. If you abstain from voting or do not vote, either via telecom or by proxy or by voting instruction, it will have no effect on the approval of the Acquisition.

Abstentions and Broker Non-Votes

If your broker holds your CBI shares in its name and you do not give the broker voting instructions, under the applicable rules, your broker may not vote your shares on the proposal to approve the Acquisition. If you do not give your broker voting instructions and the broker does not vote your shares, this is referred to as a “broker non-vote.” Abstentions and broker non-votes are counted for purposes of determining the presence of a quorum, and will have no effect on the Acquisition.

Solicitation Costs

CBI is soliciting proxies on behalf of its Board of Directors. This solicitation is being made by mail but also may be made by telephone or in person. CBI and its directors and officers may also solicit proxies in person, by telephone or by other electronic means. These persons will not be paid for doing this. CBI has not hired a firm to assist in the proxy solicitation process but may do so if it deems this assistance necessary. CBI will pay all fees and expenses related to the retention of any proxy solicitation firm. CBI will ask banks, brokers and other institutions, nominees and fiduciaries to forward CBI’s proxy statement materials to their principals and to obtain their authority to execute proxies and voting instructions. CBI will reimburse them for their reasonable expenses.

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THE ACQUISITION PROPOSAL

The discussion in this proxy statement of the Acquisition and the principal terms of the Share Exchange Agreement dated as of December 28, 2009, by and between Wise Century, Asia Peptide, and CBI is subject to, and is qualified in its entirety by reference to, the Share Exchange Agreement. A copy of the Share Exchange Agreement is attached as Exhibit B to this proxy statement and is incorporated in this proxy statement by reference.

General Description of the Acquisition

Pursuant to the Share Exchange Agreement, CBI will acquire 1,000 shares of Wise Century common stock, constituting 100% of the outstanding common stock of Wise Century, from Asia Peptide, Wise Century’s sole shareholder and parent company.

Background of the Acquisition

The terms of the Share Exchange Agreement are the result of active negotiations between representatives of the GL Group and CBI. The following is a brief discussion of the background of these negotiations, the Acquisition and related transactions.

CBI, on one hand, and Asia Peptide, on the other hand, were separately represented by counsel in all proceedings relating to the proposed transaction.

Necessity for Shareholder Approval

Virginia Code §13-718 provides that transactions such as the one contemplated by the Acquisition proposal must first be adopted by the board of directors, then submitted to the shareholders for approval. §13.718 further provides that unless otherwise provided in a company’s articles of incorporation, a transaction such as the one contemplated by the Acquisition proposal must be approved by at least two-thirds of the votes entitled to be cast on the proposal. CBI’s Articles of Incorporation do not alter the two-thirds voting requirement. CBI’s Board of Directors has adopted the Share Exchange Agreement and is now submitting it to CBI’s shareholders in accordance with Virginia Code §13.1-718 with the recommendation that the Acquisition proposal be approved.

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CBI’s Reasons for the Acquisition and Recommendation of CBI’s Board of Directors

CBI’s Board of Directors has concluded that the Acquisition is in the best interests of its shareholders. In approving the Share Exchange Agreement, CBI’s Board of Directors relied on information (including financial information) relating to the GL Group and its parent company Wise Century, the regulatory environment and the industry fundamentals.

In addition, CBI’s Board of Directors considered a wide variety of factors in connection with its evaluation of the Acquisition. In light of the complexity of those factors, the Board of Directors did not consider it practicable to, nor did it attempt to, quantify or otherwise assign relative weights to the specific factors it considered in reaching its decision. Some of the positive and negative factors considered by the Board are described below:

Positive Factors

Negative Factors

Alternative Transactions

CBI’s Board of Directors considered pursuing other possible acquisitions, but CBI believed that the Acquisition was a better opportunity for CBI. CBI’s Board of Directors also considered the alternative of not approving the Acquisition. The option of not approving any transaction was not, in the Board’s exercise of sound business judgment, as favorable to CBI or its shareholders as the Acquisition.

Business Synergy

With respect to the Acquisition, CBI’s Board of Directors felt that the GL Group and CBI have compatible existing business models and that the combination of the two companies as contemplated by the Share Exchange Agreement and related documents will result in certain management and operational efficiencies that would not have been otherwise achieved by each company acting alone including the ability to access less expensive materials and more timely product delivery. In addition, the Board of Directors believes that the Acquisition will help position CBI to handle the continued growth of the peptide market and will assist CBI in furthering its overall business strategy.

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Appraisal or Dissenters Rights

No appraisal rights are available under the Virginia Stock Corporation Act for CBI’s shareholders in connection with the Acquisition.

Conflicts of Interest

None of CBI’s current officers or directors have a conflict of interest in relation to the approval of the Acquisition.

Material U.S. Federal Income Tax Consequences of the Acquisition

The following discusses the material U.S. federal income tax consequences of the Acquisition to CBI and its shareholders. CBI does not anticipate any federal income tax effect to its security holders as a result of the financing. This discussion is based on the United States Internal Revenue Code of 1986, as amended (the “Code”). CBI’s security holders will continue to hold their securities and, as a result will not recognize any gain or loss from the Acquisition. The conclusions expressed above are based on current United States tax law. Future legislative, administrative or judicial changes or interpretations, which can apply retroactively, could affect the accuracy of those conclusions. No rulings have been or will be sought from the Internal Revenue Service concerning the tax consequences of the transactions contemplated by the Share Exchange Agreement. The discussion does not address all of the tax consequences that may be relevant to particular taxpayers in light of their personal circumstances or to taxpayers subject to special treatment under the Code. Such taxpayers include non-U.S. persons, insurance companies, tax-exempt entities, dealers in securities, banks and persons who acquired their shares of capital stock pursuant to the exercise of employee options or otherwise as compensation.

BECAUSE OF THE COMPLEXITY OF THE TAX LAWS, AND BECAUSE THE TAX CONSEQUENCES TO ANY PARTICULAR SHAREHOLDER MAY BE AFFECTED BY MATTERS NOT DISCUSSED ABOVE, EACH CBI SHAREHOLDER IS URGED TO CONSULT A TAX ADVISOR WITH RESPECT TO THE SPECIFIC TAX CONSEQUENCES OF THE TRANSACTION CONTEMPLATED BY THE SHARE EXCHANGE AGREEMENT TO HIM, HER OR IT, INCLUDING THE APPLICABILITY AND EFFECT OF STATE, LOCAL AND NON-U.S. TAX LAWS, AS WELL AS FEDERAL TAX LAWS.

Regulatory Matters

The Acquisition and the transaction contemplated by the Share Exchange Agreement are not subject to any material federal or state regulatory requirement or approval, other than that described in this proxy statement relating to Virginia law.

Consequences if the Acquisition is Not Approved

If the Acquisition is not approved by CBI’s shareholders, then CBI will not consummate the Acquisition upon the terms currently contemplated by the Share Exchange Agreement.

Required Vote

To be approved by the shareholders, the proposal to approve the Acquisition must receive the affirmative votes of two-thirds of the votes entitled to vote on the Acquisition proposal. Abstentions are treated as shares present or represented and entitled to vote at the special meeting and will have the same effect as a vote against this proposal. Broker non-votes are not deemed to be present and represented and are not entitled to vote, and therefore will have no effect on the outcome of this proposal.

THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE “FOR” THE ACQUISITION PROPOSAL TO PURCHASE THE OUTSTANDING COMMON STOCK OF WISE CENTURY FROM ASIA PEPTIDE PURSUANT TO THE TERMS OF THE SHARE EXCHANGE AGREEMENT.

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THE SHARE EXCHANGE AGREEMENT

The following summary of the material provisions of the Share Exchange Agreement is qualified by reference to the complete text of the Share Exchange Agreement, a copy of which is attached as Exhibit B to this proxy statement. All shareholders are encouraged to read the Share Exchange Agreement in its entirety for a more complete description of the terms and conditions of the Acquisition.

Structure of the Acquisition

At the effective time of the Acquisition, Wise Century will become a wholly-owned subsidiary of CBI and will continue as the parent holding company of the GL Group. CBI will, in turn, be 78% owned by Asia Peptide.

Purchase Price Payments

At the closing, CBI will deliver to Asia Peptide the Acquisition Shares, in exchange for all of the outstanding common stock of Wise Century. The closing price of CBI’s common stock on January 26, 2010 was $0.35 per share and the market value of the shares to be issued to Asia Peptide, at the close of business on January 26, 2010 was approximately $27,261,455 million. The number of shares of CBI’s common stock to be issued to Asia Peptide reflects CBI’s Board of Directors’ and Asia Peptide’s determination of the relative long-term worth of CBI after the Acquisition.

Closing of the Acquisition

Subject to the provisions of the Share Exchange Agreement, the closing of the Acquisition will take place promptly following the date that CBI’s shareholders approve the Acquisition, or at such other time as the parties may agree.

Representations and Warranties

The Share Exchange Agreement contains a number of representations and warranties that Asia Peptide, Wise Century and CBI have made to each other. These representations and warranties relate to:

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Materiality and Material Adverse Effect

Many of the representations and warranties are qualified by materiality or material adverse effect. For the purposes of the Share Exchange Agreement, a material adverse effect means any material adverse effect on the business, operations, properties, or financial condition of a party or any condition, circumstance, or situation that would prohibit or otherwise materially interfere with the ability of a party to perform any of its obligations under the Share Exchange Agreement.

Interim Covenants Relating to Wise Century

Under the Share Exchange Agreement, CBI and Wise Century, prior to completion of the Acquisition, have agreed to carry on business in the ordinary course consistent with past practice.

Indemnification

If the closing occurs, Asia Peptide and Wise Century have jointly and severely agreed to indemnify and hold harmless CBI, for any damages, whether as a result of any third party claim or otherwise, and which arise from or in connection with the breach of any representations and warranties of Asia Peptide and Wise Century under the Share Exchange Agreement. CBI shall indemnify and hold harmless Asia Peptide and Wise Century from and against any damages which arise from or in connection with the breach of any representations and warranties of CBI’s. The representations and warranties will survive the closing date for a period of two years following closing date.

Fees and Expenses

Except as provided in the Share Exchange Agreement, Asia Peptide and Wise Century, on the one hand, and CBI, on the other hand, shall be responsible for their own fees and expenses (including the fees and expenses of their own lawyers, accountants and other advisers) in connection with the Share Exchange Agreement and the transactions contemplated thereby.

Public Announcements

Asia Peptide, Wise Century and CBI have agreed that any public announcement or similar publicity with respect to the Share Exchange Agreement will be issued at such time and in such manner as CBI determines based upon its requirements as a publicly traded company.

Conditions to the Completion of the Acquisition

CBI’s obligations to consummate the Acquisition are subject to the following conditions:

The obligation of Asia Peptide and Wise Century to consummate the Acquisition is subject to the following conditions:

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Termination

The Share Exchange Agreement may be terminated at any time, but not later than the closing, as follows:

Effect of Termination

In the event of termination by Asia Peptide, Wise Century or CBI, the Share Exchange Agreement will become void and have no effect, without any liability or obligation on the part of Wise Century, Asia Peptide or CBI.

Amendment or Waiver

At any time prior to the closing of the Acquisition, any portion of the Share Exchange Agreement may be amended or waived in a writing signed by all parties to the Share Exchange Agreement.

Further Assurances

Asia Peptide, Wise Century and CBI have agreed that each will execute and deliver on or after the date of the Share Exchange Agreement, all such other documents and will take all reasonable actions as may be necessary to carry out the intent of the Share Exchange Agreement.

Effect of Acquisition

If the Acquisition is consummated, CBI will issue the Acquisition Shares to Asia Peptide as consideration for the shares of Wise Century. If this occurs, Asia Peptide will own 78% of CBI’s outstanding common stock. No other stockholder (based on current holdings) will own more than 5% of CBI’s common stock. The consummation of the Acquisition will result in a significant concentration of CBI’s common stock in one shareholder’s ownership. Asia Peptide will thus own a majority of the shares of CBI’s common stock, giving it the ability to control the outcome of shareholder votes.

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DIRECTORS AND MANAGEMENT OF

COMMONWEALTH BIOTECHNOLOGIES, INC.

FOLLOWING THE ACQUISITION OF WISE CENTURY

As of the completion of the Acquisition, CBI’s Board of Directors and executive officers will be as follows:

The following information with respect to the principal occupation or employment of each director, the principal business of the corporation or other organization in which such occupation or employment is carried on, and such director’s business experience during the past five years, has been furnished to CBI by the respective directors:

HONGYAN XU, PH.D.

President, Chief Executive Officer, Secretary and Director

Dr. Xu is the founder of GL Biochem (Shanghai) Ltd and has served as its Chairman and President since its inception in 1997. Prior to founding GL Biochem (Shanghai) Ltd, Dr. Xu was a Research Chemist at Javelle Pharmaceuticals, Hopkinton, MA, USA from 1994-1996. Dr. Xu also served as a faculty member at Shanghai Jiang Tong University from 1987 to 1990 and Zhenjiang Teachers College, Jiangsu Province, China from 1982 to 1984. Dr. Xu currently has a faculty appointment at the Shanghai Institute of Organic Chemistry. Dr. Xu has extensive experience in peptide chemistry and analytical chemistry and has published seven peer reviewed papers. Dr. Xu is the inventor or co-inventor of more than 20 patents. Dr. Xu earned a M.Sc. in organic chemistry from the Shanghai Institute of Organic Chemistry and his Ph.D. from the Department of Pharmacology, University of Massachusetts School of Medicine.

DONGHUAN WU

Independent Director

Mr. Wu is the founding partner of Capital Law & Partners, a law firm he founded in June 2004. Prior to starting Capital Law & Partners he was associated with the Junhe Law Office from 2001 to 2004. Prior to working with the Junhe Law Office, Mr. Wu was a cooperative partner with Shanghai Zhongyi Law Firm beginning in 1998. Mr. Wu has experience in foreign investment, M&A, trade, labor, and intellectual property. Currently, Mr. Wu is a member of the foreign-related committee of the Shanghai Bar Association, the Shanghai Intellectual Property Study Committee and the Shanghai Oversea Returned Scholar Committee. Mr. Wu graduated from Hefei University of Technology in 1993 with a degree in electrical engineering. He received his degree in law from Nanjing University in 1995.

TIMOTHY ZHANG.

Independent Director

Since 2000, Mr. Zhang has been a Financial System Specialist with Deloitte Touche – Tohmatsu, Sydney, Australia. Mr. Zhang has extensive experience in accounting and auditing, including publicly traded companies. In addition, he holds several industry certifications, including several from Microsoft. He has a Bachelors degree in engineering (Computer Science) from the Shanghai University of Science & Technology, Shanghai, China, and a degree from Marrickville-Huston Park Business College in Sydney, Australia.

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JOSEPH MEUSE

Independent Director

Mr. Meuse is the Founder and President of Belmont Partners, an international financial consulting firm and leading provider of public shell vehicles for use in reverse merger transactions. Mr. Meuse founded Belmont Partners in 2003. Mr. Meuse is also a co-owner of PacWest, LLC, a registered stock transfer agency representing 100 publicly traded issuers, and is a Principal in Global Filings, an Edgarizing company. Mr. Meuse has over 13 years of financial management and advisory experience.

BILL GUO

Director

Mr. Guo is the Chairman and founder of Venturepharm Group (“Venturepharm”), a leading full service pharmaceutical company in Asia. Mr. Guo led Venturepharm’s flagship Venturepharm Laboratories, Ltd. (“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.

SAMUEL P. SEARS, JR., ESQ.

Independent Director

Since March 1999, Mr. Sears has been in private practice as an attorney and has been providing business consulting services. He currently serves as the Managing Partner of the law firm Cetrullo & Capone, PC, Boston, MA. 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.

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BENEFICIAL OWNERSHIP OF COMMON STOCK

This table below contains certain information about the beneficial owners known to the Company as of January 26, 2010 of more than 5% of the Company’s outstanding shares of common stock.

This table demonstrates the beneficial ownership of CBI common stock beneficially owned by its directors, each of the named executive officers and all directors and named executive officers as a group as of January 26, 2010. Except as otherwise noted, the beneficial owners listed have sole voting and investment power with respect to the shares shown.

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MARKET PRICE INFORMATION AND DIVIDENDS

Commonwealth Biotechnologies, Inc.

CBI’s common stock was formerly traded on the NASDAQ Capital Market under the symbol “CBTE.” CBI’s common stock was suspended from trading on the NASDAQ Capital Market on January 22, 2010. CBI is currently attempting to obtain prompt listing of its shares on the OTC Bulletin Board. The closing price per share of CBI’s common stock on December 31, 2009, the last trading day prior to the announcement of the execution of the Share Exchange Agreement, was $0.39.

The following table sets forth the high and low sales prices for each quarter for CBI’s common stock as reported on the NASDAQ Capital Market System from January 1, 2007 through December 31, 2009.

Holders of CBI’s common stock should obtain current market quotations for their securities. The market price of CBI’s common stock could vary at any time before the Acquisition. As of January 26, 2010, there were approximately 47 holders of record of CBI’s common stock.

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CBI has not paid any dividends on its common stock to date, and does not intend to pay dividends prior to the completion of the Acquisition. Upon completion of the Acquisition, CBI does not intend to pay any dividends on its shares of common stock. Rather, CBI intends to reinvest any earnings back into the combined company. At this time, the combined company anticipates that it will retain any earnings and will not pay dividends in the foreseeable future.

Wise Century

There is no established public trading market for the shares of common stock of Wise Century. Asia Peptide is the only holder of Wise Century common stock.

DESCRIPTION OF CBI’S SECURITIES

CBI’s total authorized capital stock of consists of 100,000,000 shares of common sock, without par value per share and 1,000,000 shares of preferred stock without par value per share. The following descriptions contain all material terms and features of CBI’s securities, are qualified in all respects by reference to CBI’s Articles of Incorporation and Bylaws.

The following summary description of CBI’s capital stock is qualified in its entirety by reference to CBI’s Articles of Incorporation.

Common Stock

CBI is authorized to issue up to 100,000,000 shares of common stock. As of January 26, 2010, 9,906,338 shares of common stock are issued and outstanding. The holders of common stock are entitled to one vote for each share on all matters voted on by shareholders, including elections of directors, and possess exclusively all voting power except as otherwise required by law. CBI’s Articles of Incorporation do not provide for cumulative voting for the election of directors. The holders of common stock are entitled to such dividends as may be declared from time to time by CBI’s Board of Directors from funds available therefor, and upon liquidation will be entitled to receive pro rata all of CBI’s assets available for distribution to such holders. The holders of Common Stock have no preemptive or other subscription rights, and there are no conversion rights or redemption or sinking fund provisions with respect to the Common Stock.

Certain Provisions of CBI’s Articles of Incorporation and Bylaws

CBI’s Articles of Incorporation and Bylaws contain provisions that make more difficult the acquisition of control of CBI’s company by means of a tender offer, a proxy contest, open market purchases or otherwise. The Articles of Incorporation provide for the CBI’s Board of Directors to be divided into three classes serving staggered terms. One class of directors will be elected each year for a three-year term. A director may be removed only for cause.

The Articles of Incorporation require the affirmative vote of more than two-thirds of the outstanding shares of common stock for the approval of mergers, statutory share exchanges, dispositions of all or substantially all assets and dissolution. In addition, the affirmative vote of at least two-thirds of the outstanding shares of each voting group of capital stock is required for approval of an Affiliated Transaction (as defined below) with an Interested Shareholder (as defined below), subject to certain exceptions comparable to those contained in the Virginia Stock Corporation Act (the “Virginia Act”). The Articles of Incorporation further require the affirmative vote of the majority of the outstanding shares of common stock for the approval of amendments to the Articles of Incorporation, except that the affirmative vote of at least two-thirds of the outstanding shares of common stock is required to approve an amendment to the provisions of the Articles of Incorporation establishing the classified board and the super majority voting requirement for Affiliated Transactions.

The Bylaws establish an advance notice procedure for the nomination of candidates for election as directors, other than by the Board of Directors of CBI, and for certain matters to be brought before an Annual Meeting of CBI. A shareholder must give CBI notice not less than 90 days prior to an Annual Meeting of shareholders to (i) nominate persons to be elected directors of CBI at such meeting or (ii) propose business matters to be considered at such meeting.

The purpose of the relevant provisions of the Articles of Incorporation and Bylaws is to discourage certain types of transactions that may involve an actual or threatened change of control of CBI and to encourage persons

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seeking to acquire control of CBI’s company to consult first with CBI’s company Board of Directors to negotiate the terms of any proposed business combination or offer. The provisions are designed to reduce the vulnerability of CBI’s company to an unsolicited proposal for a takeover of CBI’s company that does not have the effect of maximizing long-term shareholder value or is otherwise unfair to shareholders of CBI’s company, or an unsolicited proposal for the restructuring or sale of all or part of CBI’s company that could have such effects.

Certain Corporate Governance Provisions of the Virginia Act

CBI is subject to the “affiliated transactions” provisions of the Virginia Act which restrict certain transactions between CBI and any person (an “Interested Shareholder”) who beneficially owns more than 10% of any class of CBI’s voting securities (“Affiliated Transactions”). These restrictions, which are described below, do not apply to an Affiliated Transaction with an Interested Shareholder who has been such continuously since the date CBI first had 300 shareholders of record or whose acquisition of shares making such person an Interested Shareholder was previously approved by a majority of CBI’s Disinterested Directors.

“Disinterested Director” means, with respect to a particular Interested Shareholder, a member of CBI’s Board of Directors who was (i) a member on the date on which an Interested Shareholder became an Interested Shareholder or (ii) recommended for election by, or was elected to fill a vacancy and received the affirmative vote of, a majority of the Disinterested Directors then on the Board of Directors. Affiliated Transactions include mergers, share exchanges, material dispositions of corporate assets not in the ordinary course of business, any dissolution of CBI proposed by or on behalf of an Interested Shareholder, or any reclassification, including reverse stock splits, recapitalization or merger of CBI with its subsidiaries, which increases the percentage of voting shares owned beneficially by an Interested Shareholder by more than five percent.

The “affiliated transactions” statute prohibits CBI from engaging in an Affiliated Transaction with an Interested Shareholder for a period of three years after the Interested Shareholder became such unless the transaction is approved by the affirmative vote of a majority of the Disinterested Directors and by the affirmative vote of the holders of two-thirds of the voting shares other than those shares beneficially owned by the Interested Shareholder. Following the three-year period, in addition to any other vote required by law or by the Articles of Incorporation, an Affiliated Transaction must be approved either by a majority of the Disinterested Directors or by the shareholder vote described in the preceding sentence unless the transaction satisfies the fair-price provisions of the statute. These fair-price provisions require, in general, that the consideration to be received by shareholders in the Affiliated Transaction (i) be in cash or in the form of consideration used by the Interested Shareholder to acquire the largest number of its shares and (ii) not be less, on a per share basis, than an amount determined in the manner specified in the statute by reference to the highest price paid by the Interested Shareholder for shares it acquired and the fair market value of the shares on specified dates. CBI is not subject to the “control share acquisitions” provisions of the Virginia Act, which provide that shares of CBI’s voting securities which are acquired in a “Control Share Acquisition” have no voting rights unless such rights are granted by a shareholders’ resolution approved by the holders of a majority of the votes entitled to be cast on the election of directors by persons other than the acquiring person or any officer or employee-director of CBI’s company. In accordance with §13.1-728.2 of the Virginia Code, CBI has opted out of the Control Share Acquisition Act. A “Control Share Acquisition” is an acquisition of voting shares which, when added to all other voting shares beneficially owned by the acquiring person, would cause such person’s voting strength with respect to the election of directors to meet or exceed any of the following thresholds: (i) one-fifth, (ii) one-third or (iii) a majority. “Beneficial ownership” means the sole or shared power to dispose or direct the disposition of shares, or the sole or shared power to vote or direct the voting of shares, or the sole or shared power to acquire shares, including any such power which is not immediately exercisable, whether such power is direct or indirect or through any contract, arrangement, understanding, relationship or otherwise. A person shall be deemed to be a beneficial owner of shares as to which such person may exercise voting power by virtue of an irrevocable proxy conferring the right to vote. An acquiring person is entitled, before or after a Control Share Acquisition, to file a disclosure statement with CBI and demand a special meeting of shareholders to be called for the purpose of considering whether to grant voting rights for the shares acquired or proposed to be acquired. CBI may, during specified periods, redeem the shares so acquired if no disclosure statement is filed or if the shareholders have failed to grant voting rights to such shares. In the event full voting rights are granted to an acquiring person who then has majority voting power, those shareholders who did not vote in favor of such grant are entitled to dissent and demand payment of the fair value of their shares from CBI. The control share acquisitions statute does not apply to an actual or proposed Control Share Acquisition if the Articles of Incorporation or CBI’s Bylaws are amended, within the time limits specified in the statute, to so provide.

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A corporation may, at its option, elect not to be governed by the foregoing provisions of the Virginia Act by amending its Articles of Incorporation or Bylaws to exempt itself from coverage; provided, however, any such election not to be governed by the “affiliated transactions” statute must be approved by the corporation’s shareholders and will not become effective until 18 months after the date it is adopted. CBI has not elected to exempt its company from coverage under the Affiliated Transactions Act, but has elected to exempt its company from coverage under the Control Share Acquisitions Act.

Effect of Certain Provisions Upon an Attempt to Acquire Control of CBI’s Company

The foregoing provisions of CBI’s Articles of Incorporation and Bylaws, as well as the provisions of Virginia law described above, make more difficult, and may discourage certain types of potential acquirers from proposing, a merger, tender offer or proxy contest, even if such transaction or occurrence may be favorable to the interests of the shareholders. Similarly, such provisions may delay or frustrate the assumption of control by a holder of a large block of Common Stock and the removal of incumbent management, even if such removal might be beneficial to shareholders. By discouraging takeover attempts, these provisions might have the incidental effect of inhibiting (i) certain changes in management and (ii) the temporary fluctuations in the market price of the shares that often result from actual or considered takeover attempts.

Transfer Agent and Registrar

Computershare serves as the CBI’s transfer agent and registrar.

FORWARD-LOOKING STATEMENTS

Some of the information in this proxy statement constitutes forward-looking statements within the definition of the Private Securities Litigation Reform Act of 1995. You can identify these statements by forward-looking words such as “may,” “expect,” “anticipate,” “contemplate,” “believe,” “estimate,” “intends,” and “continue” or similar words. You should read statements that contain these words carefully because they:

CBI believes it is important to communicate its expectations to its shareholders. However, there may be events in the future that it is not able to accurately predict or over which it has no control. The risk factors and cautionary language discussed in this proxy statement provide examples of risks, uncertainties and events that may cause actual results to differ materially from the expectations described by CBI in its forward-looking statements, including among other things:

You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this proxy statement. All forward-looking statements included herein are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. Except to the extent required by applicable laws and regulations, CBI undertakes no obligation to update these forward-looking statements to reflect events or circumstances after the date of this proxy statement or to reflect the occurrence of unanticipated events.

Before you grant your proxy or instruct how your vote should be cast or vote on the approval of the Acquisition you should be aware that the occurrence of the events described in this proxy statement could have a material adverse effect on CBI upon completion of the Acquisition.

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SHAREHOLDER PROPOSALS

If you are a shareholder and you want to include a proposal in the proxy statement for the year 2010 annual meeting, you need to provide it to CBI by no later than May 21, 2010. You should direct any proposals to CBI’s secretary at CBI’s principal office. If you want to present a matter of business to be considered at this special meeting, under CBI’s bylaws you must give timely notice of the matter, in writing, to CBI’s secretary.

INCORPORATION BY REFERENCE

The SEC allow us to “incorporate by reference” into this proxy statement documents we file with the SEC. This means that we can disclose important information to you be referring you to those documents. The information incorporated by reference is considered to be a part of this proxy statement. The following documents filed by us with the SEC are incorporated by reference as of the dates thereof:

EXPERTS

The financial statements of the GL Group for the periods ended June 30, 2008 and 2009 included in this proxy statement have been audited by Bagell Josephs, Levine & Company, LLC, independent registered public accounting firm, to the extent and for the period set forth in their report included herein, and are included herein in reliance upon such report given upon authority of said firm as experts in accounting.

WHERE YOU CAN FIND MORE INFORMATION

CBI files reports, proxy statements and other information with the Securities and Exchange Commission as required by the Securities Exchange Act of 1934, as amended. You may read and copy reports, proxy statements and other information filed by CBI with the Securities and Exchange Commission at the Securities and Exchange Commission public reference room located at 100 F Street, N.E., Washington, D.C. 20549.

You may obtain information on the operation of the Public Reference Room by calling the Securities and Exchange Commission at 1-800-SEC-0330. You may also obtain copies of the materials described above at prescribed rates by writing to the Securities and Exchange Commission, Public Reference Section, 100 F Street, N.E., Washington, D.C. 20549.

CBI files their reports, proxy statements and other information electronically with the Securities and Exchange Commission. You may access information on CBI at the Securities and Exchange Commission web site containing reports, proxy statements and other information at: http://www.sec.gov.

Information and statements contained in this proxy statement, or any annex to this proxy statement, are qualified in all respects by reference to the copy of the relevant contract or other annex filed as an exhibit to this proxy statement.

All information contained in this proxy statement relating to CBI has been supplied by CBI, and all such information relating to Wise Century has been supplied by Wise Century and Asia Peptide. Information provided by Wise Century, Asia Peptide or CBI does not constitute any representation, estimate or projection of the other.

If you would like additional copies of this proxy statement, or if you have questions about the Acquisition, you should contact:

COMMONWEALTH BIOTECHNOLOGIES, INC.

601 BIOTECH DRIVE

RICHMOND, VIRGINIA 23235

(804) 648-3820

ATTENTION: RICHARD J. FREER, PH.D.

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Exhibits:

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EXHIBIT A

GL BIOCHEM (SHANGHAI) LTD.

CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2009 AND 2008

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GL BIOCHEM (SHANGHAI) LTD.

CONSOLIDATED FINANCIAL STATEMENTS

CONTENTS

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and

Shareholders of GL Biochem (Shanghai) Ltd.:

We have audited the accompanying consolidated balance sheets of GL Biochem (Shanghai) Ltd. as of June 30, 2009 and 2008, and the related consolidated statements of income and comprehensive income, shareholders’ equity, and cash flows for each of the years in the two-year period ended June 30, 2009. GL Biochem (Shanghai) Ltd’s management is responsible for these financial statements. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of GL Biochem (Shanghai) Ltd. as of June 30, 2009 and 2008, and the results of its operations and its cash flows for each of the years in the two-year period ended June 30, 2009 in conformity with accounting principles generally accepted in the United States of America.

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GL BIOCHEM (SHANGHAI) LTD.

CONSOLIDATED BALANCE SHEETS

The accompanying notes are an integral part of these consolidated financial statements

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GL BIOCHEM (SHANGHAI) LTD.

CONSOLIDATED STATEMENTS OF INCOME AND OTHER COMPREHENSIVE INCOME

FOR THE YEARS ENDED JUNE 30, 2009 AND 2008

The accompanying notes are an integral part of these consolidated financial statements

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GL BIOCHEM (SHANGHAI) LTD.

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

FOR THE YEARS ENDED JUNE 30, 2009 AND 2008

The accompanying notes are an integral part of these consolidated financial statements

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GL BIOCHEM (SHANGHAI) LTD.

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED JUNE 30, 2009 AND 2008

The accompanying notes are an integral part of these consolidated financial statements

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GL BIOCHEM (SHANGHAI) LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2009 AND 2008

NOTE 1 - ORGANIZATION AND BASIS OF PRESENTATION

GL Biochem (Shanghai) Ltd. (hereinafter as the “Company” or “GL Biochem”) was incorporated on May 11^th, 1998 in Shanghai, China. The Company is principally engaged in the research, development, manufacture and marketing of diverse biochemicals and fine chemicals, especially peptide, peptide reagents and related products.

On December 26^th, 2002, Dr. Xu, Hongyan who is the principal shareholders of GL Biochem, established another entity Danyang GL Biochem Ltd. (hereinafter as “Danyang GL”) in Danyang City, Jiangsu Province, China with registered capital of $784,352, also 100% owned by Dr. Hongyan Xu. Danyang GL engages in manufacture and marketing of Amino acid and peptide and provides its products and services were exclusively to GL Biochem.

On February 20^th, 2004, Dr. Xu incorporated Shanghai GL Peptide Ltd. (hereinafter as “GL Peptide”) in Shanghai, China with registered capital of $603,347. GL Peptide solely provides manufacturing and office facility to GL Biochem and doesn’t engage in any other business.

On October 23^rd, 2008, another separate entity Binhai GL Peptide Ltd. (hereinafter as “Binhai GL”) was incorporated in Yancheng City, Jiangsu Province, with Dr. Xu owning 90% of the interest and Ms. Min Zhou owning the remaining 10%. Binhai GL also engages in research, development and marketing of chemical and related technical services and provides its products and services exclusively to GL Biochem.

Although GL Biochem does not have any direct ownership interest in GL Peptide, Danyang GL and Binhai GL, it provides the majority of financial support to all three companies. All these three companies are not self-supportive in that they cannot finance their own activities without depending on GL Biochem. In accordance with FASB Interpretation No. 46R, GL Biochem accounts for these three companies as its Variable Interest Entities (“VIE”). GL Biochem is the primary beneficiary of the VIEs because it provides majority of financial support to these entities. Accordingly, GL Biochem consolidates operating results, assets and liabilities of GL Peptide, Danyang GL and Binhai GL.

Since all four companies are under common control, the consolidation of GL Biochem, GL Peptide, Danyang GL and Binhai GL has been accounted for at historical cost. The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principle of consolidation

The accompanying consolidated balance sheets as of June 30, 2009 and consolidated statements of income and comprehensive income for years ended June 30, 2009 include the accounts of GL Biochem, GL Peptide, Danyang GL and Binhai GL. The accompanying consolidated balance sheets as of June 30, 2008 and consolidated statements of income and comprehensive income for years ended June 30, 2008 only include the accounts of GL Biochem, GL Peptide and Danyang GL. All significant inter-company accounts and transactions have been eliminated in combination.

Use of estimates

The preparation of consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the consolidated financial statements and the amount of revenues and expenses during the reporting periods. Management makes these estimates using the best information available at the time the estimates are made. However, actual results could differ materially from those results.

Risks and uncertainties

The Companies are subject to substantial risks from, among other things, intense competition associated with the industry in general, other risks associated with financing, liquidity requirements, rapidly changing customer requirements, limited operating history, foreign currency exchange rates and the volatility of public markets.

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GL BIOCHEM (SHANGHAI) LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

JUNE 30, 2009 AND 2008

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Foreign currency translation and other comprehensive income

As of June 30, 2009 and 2008 and for years then ended, the accounts of the Company and its VIEs were maintained, and their financial statements were expressed, in Chinese Yuan Renminbi (“CNY”). Such financial statements were translated into US dollar in accordance with Statement of Financial Accounts Standards (“SFAS”) No. 52, “Foreign Currency Translation”, with the CNY as the functional currency. According to the Statement, all assets and liabilities were translated at the then current exchange rate, shareholders’ equity is translated at historical rates and income statement items are translated at the average exchange rate for the period. The resulting translation adjustments are reported under other comprehensive income in accordance with SFAS No. 130, “Reporting Comprehensive Income” as a component of shareholders’ equity.

Translations adjustments resulting from this process are included in accumulated other comprehensive income in the consolidated statement of shareholders’ equity and were $1,077,320 and $1,040,891 as of June 30, 2009 and 2008, respectively.

Cash and cash equivalents

For purposes of the statement of cash flow, the Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents.

Accounts receivable

Accounts receivables are stated at net realizable value. Any allowance for doubtful accounts is established based on the management’s assessment of the recoverability of accounts and other receivables. Management regularly reviews the composition of accounts receivable and analyzes historical bad debts, customer concentrations, customer credit worthiness, current economic trends and changes in customer payment patterns to evaluate the collectability of accounts receivable and the adequacy of the allowance. The allowance for doubtful receivables was $172,228 and $- as of June 30, 2009 and 2008, respectively.

Inventories

Inventories are stated at the lower of cost (determined on a weighted average basis) or market. The management compares the cost of inventories with the fair market value and an allowance is made for writing down the inventories to fair market value, if lower than the cost. As of June 30, 2009 and 2008, no allowance for writing down the inventories to their fair market value is considered necessary.

Property, plant and equipment

Property, plant and equipment are recorded at cost. Gains or losses on disposals are reflected as gain or loss in the year of disposal. The cost of improvements that extend the life of plant, property, and equipment are capitalized. These capitalized costs may include structural improvements, equipment, and fixtures. All ordinary repair and maintenance costs are expensed as incurred.

Depreciation for financial reporting purposes is provided using the straight-line method over the estimated useful lives of assets as follows:

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GL BIOCHEM (SHANGHAI) LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

JUNE 30, 2009 AND 2008

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Construction in progress

All direct and indirect costs related to the acquisition or construction of property, plant and equipment, incurred before the assets are ready for their intended uses, are capitalized as construction in progress. Those costs include borrowing costs, which include foreign exchange differences, on specific borrowings for the construction of the assets during the construction period. Construction in progress is transferred to property, plant and equipment when it is ready for its intended use.

Land Use Rights

Intangible asset consists of land use right only. All land in the People’s Republic of China is government owned and cannot be sold to any individual or company. Instead, the government grants the user a “Land use right” (the Right) to use the land. Land use rights acquired by the Company are amortized over the lives of fifty years on a straight-line basis.

Long-Lived Assets

The Company applies the provisions of SFAS No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets”. SFAS No. 144 requires long-lived assets be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable through the estimated undiscounted cash flows expected to result from the use and eventual disposition of the assets. Whenever any such impairment exists, an impairment loss will be recognized for the amount by which the carrying value exceeds the fair value.

The Company tests long-lived assets, including property, plant and equipment and intangible assets subject to periodic amortization, for recoverability at least annually or more frequently upon the occurrence of an event or when circumstances indicate that the net carrying amount is greater than its fair value. Assets are grouped and evaluated at the lowest level for their identifiable cash flows that are largely independent of the cash flows of other groups of assets. The Company considers historical performance and future estimated results in its evaluation of potential impairment and then compares the carrying amount of the asset to the future estimated cash flows expected to result from the use of the asset. If the carrying amount of the asset exceeds estimated expected undiscounted future cash flows, the Company measures the amount of impairment by comparing the carrying amount of the asset to its fair value. The estimation of fair value is generally measured by discounting expected future cash flows as the rate the Company utilizes to evaluate potential investments. The Company estimates fair value based on the information available in making whatever estimates, judgments and projections are considered necessary. There was no impairment of long-lived assets for years ended June 30, 2009 and 2008.

Revenue recognition

The Company recognizes sales in accordance with the United States Securities and Exchange Commission (“SEC”) Staff Accounting Bulletin (“SAB”) No. 104, “Revenue Recognition”. The Company recognizes revenue when the following fundamental criteria are met: (i) persuasive evidence of an arrangement exists, (ii) delivery has occurred or services have been rendered, (iii) the price to the customer is fixed or determinable and (iv) collection of the resulting receivable is reasonably assured. Revenue is not recognized until title and risk of loss is transferred to the customer, which occurs upon delivery of goods, and objective evidence exists that customer acceptance provisions have been met. Deposits or advance payments from customers prior to delivery of goods and passage of title of goods are recorded as advance from customers.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

JUNE 30, 2009 AND 2008

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Earnings per share

The Company computes earnings per share (“EPS’) in accordance with Statement of Financial Accounting Standards No. 128, “Earnings per Share” (“SFAS No. 128”), and SEC Staff Accounting Bulletin No. 98 (“SAB 98”). SFAS No. 128 requires companies with complex capital structures to present basic and diluted EPS. Basic EPS is measured as net income divided by the weighted average common shares outstanding for the period. Diluted EPS is similar to basic EPS but presents the dilutive effect on a per share basis of potential common shares (e.g., convertible securities, options and warrants) as if they had been converted at the beginning of the periods presented, or issuance date, if later. Potential common shares that have an anti-dilutive effect (i.e., those that increase income per share or decrease loss per share) are excluded from the calculation of diluted EPS.

Income taxes

The Company accounts for income taxes using an asset and liability approach which allows for the recognition and measurement of deferred tax assets based upon the likelihood of realization of tax benefits in future years. Under the asset and liability approach, deferred taxes are provided for the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. A valuation allowance is provided for deferred tax assets if it is more likely than not these items will either expire before the Company is able to realize their benefits, or that future deductibility is uncertain.

The Company records a valuation allowance for deferred tax assets, if any, based on its estimates of its future taxable income as well as its tax planning strategies when it is more likely than not that a portion or all of its deferred tax assets will not be realized. If the Company is able to utilize more of its deferred tax assets than the net amount previously recorded when unanticipated events occur, an adjustment to deferred tax assets would increase the Company’s net income when those events occur. The Company did not have any significant deferred tax asset or liabilities in the PRC tax jurisdiction for the year ended June 30, 2009 and 2008.

Commencing January 1, 2008, the PRC’s new Enterprise Income Tax (“EIT”) law replaced the laws for Domestic Enterprises (“DES”) and Foreign Invested Enterprises (“FIEs”). The new standard EIT rate of 25% replaced the 33% rate formerly applicable to both DES and FIEs.

Fair values of financial instruments

SFAS No. 107, “Disclosures about Fair Value of Financial Instruments”, requires the Company disclose estimated fair values of financial instruments. The carrying values of the Company’s financial instruments, including cash and cash equivalents, restricted cash, marketable securities, trade bills and other receivables, deposits, trade bills and other payables approximate their fair values due to the short-term maturity of such instruments.

It is management’s opinion that as of the balance sheet dates, the estimated fair values of the financial instruments were not materially different from their carrying values as presented on the balance sheet. This is attributed to the short maturities of the instruments and that interest rates on the borrowings approximate those that would have been available for loans of similar remaining maturity and risk profile at respective balance sheet dates. The carrying amounts of short-term and long-term loans approximate their fair values because the applicable interest rates approximate current market rates.

Research and development cost

Research and development costs are expensed as incurred. These costs primarily consist of cost of materials used and salaries paid for the development department of the Company and fees paid to third parties. Research and development costs for the years ended June 30, 2009 and 2008 were approximately $549,359 and $528,008, respectively.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

JUNE 30, 2009 AND 2008

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Statements of cash flows

In accordance with SFAS No. 95, “Statements of Cash Flows”, cash flows from the Company’s operations is calculated based upon the local currencies. As a result, amounts related to assets and liabilities reported on the statement of cash flows may not necessarily agree with changes in the corresponding balances on the balance sheet.

Recent accounting pronouncements

In April 2009, the FASB issued FSP FAS 157-4, “Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly” (FSP FAS 157-4). FSP FAS 157-4 amends SFAS 157 and provides additional guidance for estimating fair value in accordance with SFAS 157 when the volume and level of activity for the asset or liability have significantly decreased and also includes guidance on identifying circumstances that indicate a transaction is not orderly for fair value measurements. This FSP shall be applied prospectively with retrospective application not permitted. This FSP shall be effective for interim and annual periods ending after June 15, 2009, with early adoption permitted for periods ending after March 15, 2009. An entity early adopting this FSP must also early adopt FSP FAS 115-2 and FAS 124-2, “Recognition and Presentation of Other-Than-Temporary Impairments” (FSP FAS 115-2 and FAS 124-2). Additionally, if an entity elects to early adopt either FSP FAS 107-1 and APB 28-1, “Interim Disclosures about Fair Value of Financial Instruments” (FSP FAS 107-1 and APB 28-1) or FSP FAS 115-2 and FAS 124-2, it must also elect to early adopt this FSP. The adaption of FSP FAS 157-4 did not have a material effect on the preparation of the Company’s consolidated financial statements.

In April 2009, the FASB issued FSP FAS 115-2 and FAS 124-2. This FSP amends SFAS 115, “Accounting for Certain Investments in Debt and Equity Securities,” SFAS 124, “Accounting for Certain Investments Held by Not-for-Profit Organizations,” and EITF Issue No. 99-20, “Recognition of Interest Income and Impairment on Purchased Beneficial Interests and Beneficial Interests That Continue to Be Held by a Transferor in Securitized Financial Assets,” to make the other-than-temporary impairments guidance more operational and to improve the presentation of other-than-temporary impairments in the financial statements. This FSP will replace the existing requirement that the entity’s management assert it has both the intent and ability to hold an impaired debt security until recovery with a requirement that management assert it does not have the intent to sell the security, and it is more likely than not it will not have to sell the security before recovery of its cost basis. This FSP provides increased disclosure about the credit and noncredit components of impaired debt securities that are not expected to be sold and also requires increased and more frequent disclosures regarding expected cash flows, credit losses, and an aging of securities with unrealized losses. Although this FSP does not result in a change in the carrying amount of debt securities, it does require that the portion of an other-than-temporary impairment not related to a credit loss for a held-to-maturity security be recognized in a new category of other comprehensive income and be amortized over the remaining life of the debt security as an increase in the carrying value of the security. This FSP shall be effective for interim and annual periods ending after June 15, 2009, with early adoption permitted for periods ending after March 15, 2009. An entity may early adopt this FSP only if it also elects to early adopt FSP FAS 157-4. Also, if an entity elects to early adopt either FSP FAS 157-4 or FSP FAS 107-1 and APB 28-1, the entity also is required to early adopt this FSP. The adaption of FSP FAS 115-2 and FAS 124-2 did not have a material effect on the preparation of the Company’s consolidated financial statements.

In April 2009, the FASB issued Staff Position SFAS No. 141(R)-1 (“SFAS 141(R)-1”), “Accounting for Assets Acquired and Liabilities Assumed in a Business Combination That Arise from Contingencies” which amends and clarifies FASB Statement No. 141 (revised 2007), “Business Combinations”, to address application issues on initial and subsequent recognition and measurement arising from contingencies in a business combination. SFAS 141(R)-1 is effective for assets or liabilities arising from contingencies in business combinations beginning with the first annual period on or after December 15, 2008. The adoption of SFAS 141(R)-1 did not have an impact on the Company’s consolidated financial statements.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

JUNE 30, 2009 AND 2008

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

In May 2009, the FASB issued FASB No. 165, “Subsequent Events” (“SFAS 165”). SFAS 165 establishes general standards of accounting for disclosing events that occur after the balance sheet date but before financial statements are issued or are available to be issued. It requires the disclosure of the date through which an entity has evaluated subsequent events and the basis for selecting that date, that is, whether that date represents the date the financial statements were issued or were available to be issued. SFAS 165 is effective for interim or annual financial periods ending after June 15, 2009. The adoption of the standard will not have a material impact on the Company’s consolidated financial statements.

In June 2009, the FASB issued SFAS No. 167, “Amendments to FASB Interpretation No. 46(R)” (“SFAS 167”). SFAS 167 amends certain requirements of FASB Interpretation No. 46 (revised December 2003), “Consolidation of Variable Interest Entities”, to improve financial reporting by enterprises involved with variable interest entities and to provide more relevant and reliable information to users of financial statements. This Statement is effective as of the beginning of each reporting entity’s first annual reporting period that begins after November 15, 2009, for interim periods within that first annual reporting period, and for interim and annual reporting periods thereafter. Earlier application is prohibited. The Company is currently assessing the impact of the adoption of SFAS 167 on the Company’s financial condition, results of operations and cash flows.

NOTE 3 - INVENTORIES

Inventories consist of the following as of June 30, 2009 and 2008:

NOTE 4 - PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment consist of the following as of June 30, 2009 and 2008:

Depreciation expense for the years ended June 30, 2009 and 2008 was $500,577 and $370,077, respectively.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

JUNE 30, 2009 AND 2008

NOTE 5 - LAND USE RIGHT

The Company obtained the right from the relevant PRC land authority for a period of fifty years to use the land on which the office premises, production facilities and warehouse of the Company are situated.

In 2004, GL Peptide obtained a land use right of 8,780 square meters land located in Wujing Town, Minhang District, Shanghai. The life of land use right is 50 years, starting from the date of agreement.

In 2003, Danyang GL obtained a land use right of 16,166.7 square meters land located in Changduan Village, Development Zone of Dangyang City. In 2005, Dangyang GL obtained another land use right of 4,753.61 square meters land located in Bawei Road, Development Zone of Dangyang City. The life of the above two land use right are 50 years, starting from the date of agreement.

In 2008, Binhai GL obtained a land use right of 66,825 square meters land located in Zhongshan No. 3 Road, Coastal Industry Area, Development Zone of Binhai County. The life of land use right is 50 years, starting from the date of agreement.

Amortization expenses for the years ended June 30, 2009 and 2008 were $7,850 and $7,332, respectively. Amortization expenses of land use right for next five years after June 30, 2009 are as follows:

NOTE 6 – ADVANCE TO SUPPLIERS

Advance to suppliers consists of the following as of June 30, 2009 and 2008:

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JUNE 30, 2009 AND 2008

NOTE 7 - TAXES PAYABLE

Taxes payable consist of the following as of June 30, 2009 and 2008:

NOTE 8 - DIVIDEND PAYABLE

All of the net profits of the fiscal year shall be paid to shareholders as cash dividend as authorized by the Board of Directors. The following table summarizes the activities related to the Company’s dividend payment for the fiscal year 2009:

NOTE 9 - RELATED PARTY TRANSACTIONS

For the years ended June 30, 2009 and 2008, the Company has a payable due to the shareholder Dr. Hongyan Xu in the amount of $90,319 and $376,959, respectively. These amounts are intended as interest-free loans to the Company and are due upon demand.

NOTE 10 - CONTINGENT LIABILITIES

Litigation

We are involved from time to time in legal and arbitration proceedings arising in the ordinary course of business. However, although the outcome of legal proceedings are inherently difficult to predict, we are currently not involved in any legal or arbitration proceedings which may be expected to lead to material loss or expenditure that can materially affect the Company’s operating results. Similarly we do not have any material obligations under environmental legislation. None of our Directors or Officers is involved in any legal proceedings which are material as aforesaid. The following are the most significant legal proceedings in which the Company is currently involved.

Labor Disputes

Danyang GL was involved in a labor dispute with Mr. Chenjun Fu, a former employee. Danyang GL won the lawsuit with the ruling by labor arbitration institution of Danyang City and judgment of first instance of People’s Court of Danyang City. Although Mr. Fu appealed, the company’s attorney thought that the second instance would maintain the judgment of first instance. Danayng GL would not suffer any material loss in the case, so we did not make any adjustment in the consolidated financial statements.

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JUNE 30, 2009 AND 2008

NOTE 11 - STATUTORY RESERVE

As stipulated by the Law of the People’s Republic of China (PRC) executed in 2006, net income after taxation can only be distributed as dividends after appropriation has been made for the following:

1. Making up cumulative prior years’ losses, if any;

2. Allocations to the “Statutory surplus reserve” of at least 10% of income after tax, as determined under PRC accounting rules and regulations, until the fund amounts to 50% of the Company’s registered capital;

3. Allocations of 5-10% of income after tax, as determined under PRC accounting rules and regulations, to The Company’s “Statutory common welfare fund”, which is established for the purpose of providing employee facilities and other collective benefits to the Company’s employees; (The reserve is no longer required for the foreign-invested enterprises beginning 2006);

4. Allocations to the discretionary surplus reserve, if approved in the shareholders’ general meeting.

According to the new Company Law of the People’s Republic of China (PRC) executed in 2007, The Company is not required to reserve the “Statutory common welfare fund”. Accordingly, The Company did not reserve the common welfare fund for the years ended June 30, 2009 and 2008. In accordance with the Chinese Company Law summarized above, the Company has allocated $287,824 and $235,262 to statutory reserve during the years ended June 30, 2009 and 2008, respectively.

NOTE 12 - SHAREHOLDERS’ EQUITY

The Company’s total registered capital is RMB 36,493,326 and RMB 26,093,326 as of June 30, 2009 and 2008, equivalent of $4,726,736 and $3,267,692, respectively, mainly contributed by Dr. Hongyan Xu, the principal shareholder of the Company. The industry practice in PRC does not require the issuance of stock certificates to the shareholders, nor a third party transfer agent to maintain the records. For the purpose of financial reporting, the Company elected to designate one (1) common share for each RMB contributed. Accordingly, there were total 36,493,326 and 26,093,326 shares issued and outstanding for the years ended June 30, 2009 and 2008.

During the year 2009, the Company declared cash dividends in the amount of $3,216,956 from the retained to the shareholders on record authorized by the Company’s Board of Directors. A total amount of $832,474 cash dividends were paid as of June 30, 2009. The remaining balance of the dividend declared was recorded as of dividend payable.

NOTE 13 - SUBSIDY INCOME

The Company periodically receives high-tech grant money in the form of government subsidies. Government subsidies are recorded as subsidy income in the same period they are received. For the years ended June 30, 2009 and 2008, subsidies in the total amount of $448,162 and $78,160 were granted to the Company by the local governments for the research and development of high-tech products.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

JUNE 30, 2009 AND 2008

NOTE 14 - INCOME TAX

The Company is governed by the Income Tax Law of the People’s Republic of China concerning private-run enterprises, which are generally subject to income tax at statutory rate on income reported in the statutory financial statements after appropriate tax adjustments.

On March 16, 2007, the National People’s Congress of China approved the Corporate Income Tax Law of the People’s Republic of China (the New CIT Law), which is effective from January 1, 2008. Under the new law, the corporate income tax rate applicable to all Companies, including both domestic and foreign-invested companies, will be 25%, replacing the old tax rate of 33%. However, pending the detailed implementation rulings from the tax authorities, we believe that some of the tax concession granted to eligible companies prior to the new CIT laws will be grand fathered.

GL Peptide and Binhai GL are governed by the Income Tax Law of the PRC concerning the private-run enterprises, which are generally subject to tax at a statutory rate of 25% (starting from the calendar year 2008) or 33% (before the calendar year 2008) on income reported in the statutory financial statements after appropriated tax adjustments.

GL Biochem is subject to the reduced tax rate of 10% from July 1, 2007 to December 31, 2007 and 15% from January 1. 2008 to December 31, 2010, respectively as it is registered as State-recognized High-Tech company.

Danyang GL is subject to reduced tax rate of 16.5% from July 1, 2007 to December 31, 2007 and 15% from then on, respectively as it is registered as State-recognized High-Tech company.

The following table reconciles the US statutory rates to The Company’s effective tax rate for the years ended June 30, 2009 and 2008:

NOTE 15 - CURRENT VULNERABILITY DUE TO CERTAIN CONCENTRATIONS

The Company’s operations are all carried out in the PRC. Accordingly, The Company’s business, financial condition and results of operations may be influenced by the political, economic and legal environments in the PRC, and by the general state of the PRC’s economy.

The Company’s operations in the PRC are subject to specific considerations and significant risks not typically associated with companies in the North America and Western Europe. These include risks associated with, among others, the political, economic and legal environments and foreign currency exchange. The Company’s results of operations may be adversely affected by changes in governmental policies with respect to laws and regulations, anti-inflationary measures, currency conversion and remittance abroad, and rates and methods of taxation, among other things.

During the fiscal year 2009, one vendor accounted for 15.48% of the Company’s purchase of raw materials.

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CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2009 AND 2008

(UNAUDITED)

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GL BIOCHEM (SHANGHAI) LTD.

CONSOLIDATED FINANCIAL STATEMENTS

CONTENTS

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GL BIOCHEM (SHANGHAI) LTD.

CONSOLIDATED BALANCE SHEETS