PegBio Co., Ltd. — Capital/Financing Update 2016

Nov 2, 2016

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

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(Incorporated in Bermuda with limited liability)

(Stock Code: 1141) (Warrant Code: 1153)

INVESTMENT IN JOINT GLOBAL LIMITED

On 15 September 2015 (after trading hours), Mission Investments, a wholly-owned subsidiary of the Company, entered into the Agreement with the Other Investee Shareholders and Joint Global, pursuant to which Mission Investments and the Other Investee Shareholders agreed to transfer (or procure the transfer by their respective nominee(s)) collectively 281,200,000 HEC Shares to Joint Global in exchange for a total of 281,200,000 Joint Global Shares to be allotted and issued by Joint Global to Mission Investments and the Other Investee Shareholders in proportion to their respective equity interests in HEC in the exchange ratio of 1:1. Immediately upon completion of the Agreement, Joint Global held 281,200,000 HEC Shares, representing approximately 26.96% of the issued share capital of HEC and the Group held approximately 14.58% direct equity interests in Joint Global. As such, the Group’s underlying beneficial interests in HEC remained the same at approximately 3.93%.

THE AGREEMENT

References are made to the announcement of the final results of the Company for the year ended 31 March 2016 published on 24 June 2016 and the Company’s annual report 2016 published on 21 July 2016. The available-for-sale investments in the consolidated statement of financial position as disclosed in the aforesaid result announcement and the annual report 2016 included the Group’s investment in Joint Global. The Board is hereby pleased to provide further information of the Agreement in relation to such investment in Joint Global.

* For identification purpose only

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On 15 September 2015 (after trading hours), Mission Investments, a wholly-owned subsidiary of the Company, entered into the Agreement with the Other Investee Shareholders and Joint Global, pursuant to which Mission Investments and the Other Investee Shareholders agreed to transfer (or procure the transfer by their respective nominee(s)) collectively 281,200,000 HEC Shares to Joint Global in exchange for a total of 281,200,000 Joint Global Shares to be allotted and issued by Joint Global to Mission Investments and the Other Investee Shareholders in proportion to their respective equity interests in HEC in the exchange ratio of 1:1.

According to the Agreement, inter alia, (i) Mission Investments has to transfer its 41,000,000 HEC Shares, which were previously booked as available-for-sale investment to Joint Global; and (ii) 41,000,000 Joint Global Shares shall be allotted and issued to Mission Investments, representing approximately 14.58% direct equity interest in Joint Global immediately after completion. No cash contribution by the Investee Shareholders is required under the Agreement.

Joint Global is a company incorporated in the Republic of the Marshall Islands on 14 September 2015 with limited liability. Joint Global was set up as an investment vehicle for the purpose of holding those HEC Shares previously owned by Mission Investments and the Other Investee Shareholders. As Joint Global was newly incorporated, there were no financial statements of Joint Global available as at the date of the Agreement.

To the best of the Director’s knowledge, information and belief, and having made all reasonable enquiries, the Other Investee Shareholders and their ultimate beneficial owners are third parties independent of the Company and its connected persons.

Completion of the Agreement took place on 2 October 2015 and 41,000,000 HEC Shares were transferred to Joint Global by the Group while 41,000,000 Joint Global Shares were allotted and issued as fully-paid shares to Mission Investments and remained to be classified under ‘available-for-sale investments’ in the books of the Group.

REASONS FOR AND BENEFITS OF THE AGREEMENT

Immediately upon completion of the Agreement, Joint Global held 281,200,000 HEC Shares, representing approximately 26.96% issued share capital of HEC and the Group held approximately 14.58% direct equity interests in Joint Global. As such, the Group’s underlying beneficial interests in HEC remained the same at approximately 3.93%, which the Group, through Mission Investments, holds 41,000,000 HEC Shares, representing approximately 3.93% direct equity interests in HEC before the completion of the Agreement.

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It was expected that the integration of the minority interests of HEC previously held by the Investee Shareholders will enable Joint Global to become an influential shareholder of HEC, which in turn facilitate the Group to be in a better position to have an influence over the corporate actions of HEC through Joint Global.

The Board considered that the terms of the Agreement were negotiated at arm’s length basis and on normal commercial terms, which were fair and reasonable and in the interests of the Company and its Shareholders as a whole.

GENERAL

The Group has been principally engaged in the businesses of supply and procurement of commodities, provision of brokerage service and securities margin financing, provision of futures and options contracts dealing services, provision of finance, securities investments and real estate.

Following completion of the Agreement, the Group’s investment in Joint Global shall also be classified as the Group’s available-for-sale investment which is measured at cost less impairment at the end of the reporting period. The Company did not record any gain or loss upon completion of the Agreement.

DEFINITIONS

In this announcement, unless the context otherwise requires, the following expressions shall have the following meaning:

“Agreement” an agreement dated 15 September 2015 entered into between Joint Global, Mission Investments and the Other Investee Shareholders in relation to the exchange of HEC Shares and Joint Global Shares

“Board” the board of the Directors “Company” Skyway Securities Group Limited, a company incorporated in Bermuda with limited liability, the issued Shares of which are listed on the Stock Exchange (Stock Code: 1141)

“connected person(s)” has the meaning ascribed to this term under the Listing Rules “Directors” directors of the Company

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“Group”

the Company and its subsidiaries

• “HEC” HEC Capital Limited, a company incorporated in the Cayman Islands with limited liability

• “HEC Shares” ordinary shares of HEC with par value of HK$0.1 each in the share capital of HEC

• “HK$” Hong Kong dollars, the lawful currency of Hong Kong

• “Hong Kong” the Hong Kong Special Administrative Region of the People’s Republic of China

• “Investee Shareholders” Mission Investments and the Other Investee Shareholders

• “Joint Global” Joint Global Limited, a company incorporated in the Republic of the Marshall Islands with limited liability

• “Joint Global Shares”

• new share(s) of Joint Global allotted and issued to the Investee Shareholders pursuant to the Agreement

• “Listing Rules”

• the Rules Governing the Listing of Securities on the Stock Exchange

• “Mission Investments” Mission Investments Holdings Limited, a company incorporated in the British Virgin Islands with limited liability and a wholly-owned subsidiary of the Company as at the date of this announcement

• “Other Investee Shareholder(s)”

• a total of ten other parties under the Agreement, each being a shareholder of HEC as at the date of the Agreement and each being an independent third party of the Company; and each an “Other Investee Shareholder”

• “Shareholder(s)”

holder(s) of Shares

• “Shares”

• ordinary shares of HK$0.01 each in the share capital of the Company

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“Stock Exchange”

The Stock Exchange of Hong Kong Limited

“%”

per cent.

By Order of the Board Skyway Securities Group Limited Lin Yuehe Chairlady

Hong Kong, 2 November 2016

As at the date of this announcement, the Board comprises the following Directors:

Executive Directors:

Ms. Lin Yuehe (Chairlady)

Mr. Wang Haixiong (Chief Executive Officer)

Mr. Ng Kwok Leung

Independent Non-executive Directors: Mr. Chan Kwan Pak Mr. Siu Gee Tai Mr. Siu Siu Ling Robert

• Mr. Tam Tak Wah

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