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

Feb 19, 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)

ADOPTION OF SHARE AWARD SCHEME

The Board is pleased to announce that it had approved the adoption of the Share Award Scheme on 19 February 2016. The purposes and objectives of the Share Award Scheme are to recognise the contributions by certain employees and persons to the Group and to provide them with incentives in order to retain them for the continual operation and development of the Group and to attract suitable personnel for further development of and contribution to the Group.

Pursuant to the Share Award Scheme, Shares may be acquired by the Administration Committee or the Trustee at the cost of the Company. Such Shares will be held in trust for the Selected Persons until the vesting criteria and conditions (if any) have been satisfied.

The Share Award Scheme is not subject to the provisions of Chapter 17 of the Listing Rules and is a discretionary scheme of the Company and subject to the administration of the Administration Committee and/or the Trustee in accordance with the rules of the Share Award Scheme and the Trust Deed.

THE SHARE AWARD SCHEME

On 19 February 2016, the Board adopted the Share Award Scheme. The following is a summary of the principal terms and conditions of the Share Award Scheme:

Purposes and objectives

The purposes and objectives of the Share Award Scheme are to recognise the contributions by certain employees and persons to the Group and to provide them with incentives in order to retain them for the continual operation and development of the Group and to attract suitable personnel for further development of and contribution to the Group.

* For identification purpose only

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Duration

Subject to any early termination as may be determined by the Board, the Share Award Scheme shall be valid and effective for a term of 10 years commencing on the Adoption Date.

Administration

The Share Award Scheme shall be subject to the administration of the Administration Committee or the Trustee who should be party independent of and not connected to the Company or its connected person(s) (if a Trustee will be appointed by the Company) in accordance with the rules of the Share Award Scheme and the terms of the Trust Deed (as the case may be).

Operation of the Share Award Scheme

The Board may select any Eligible Person (other than Excluded Person) for participation in the Share Award Scheme and determine the number of the Awarded Shares to be awarded to the Selected Persons. The Board is entitled to impose any conditions (including a period of continued service within the Group after the Reference Date), as it deems appropriate with respect to the entitlement of the Selected Person to the Awarded Shares.

As soon as practicable after the Reference Date, the Board shall cause the Reference Amount to be paid from the Company’s resources into the Account or to the Trustee to be held on trust for the relevant Selected Person(s) for the purchase of the Awarded Shares.

Purchase of Awarded Shares by the Administration Committee or the Trustee

The Administration Committee or the Trustee shall, within 20 business days on which trading of the Shares is not suspended (or such longer period as the Board may agree from time to time have regard to the circumstances of the purchase concerned), apply the Reference Amount towards the purchase of the Awarded Shares at the prevailing market price.

If the Reference Amount paid to the account of the Administration Committee or the Trustee is not sufficient to purchase all the Awarded Shares at the prevailing market price, the Administration Committee or the Trustee shall acquire the maximum number of board lots of Shares that can be acquired with that amount and shall, unless otherwise directed by the Board, seek further funds from the Board until all the Awarded Shares are purchased.

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The Trustee shall purchase further Shares for the Selected Persons to be funded by the proceeds of the sale of any non-cash distribution. When the Selected Person has satisfied all vesting conditions specified by the Board at the time of making the Award and become entitled to the Awarded Shares, the Trustee shall transfer the relevant Award Shares to that Selected Person.

Vesting and lapse

Any Awarded Shares and the related income thereof held in the Account or by the Trustee and which are referable to a Selected Person shall vest in that Selected Person in accordance with the timetable and conditions as imposed by the Board at its absolute discretion, provided that the Selected Person remains at all times after the Reference Date and on the relevant Vesting Date(s) an Eligible Person of the Group.

In respect of a Selected Person who died or retired at his normal retirement date or earlier by agreement with the Group at any time prior to a Vesting Date, all the Awarded Shares and the related income of a Selected Person shall be deemed to be vested on the date immediately prior to his death or retirement at his normal retirement date or earlier by agreement with the Group.

In the event (i) a Selected Person ceases to be an Eligible Person, or (ii) the subsidiary by which a Selected Person is employed ceases to be a subsidiary of the Company, or (iii) an order for the winding-up of the Company or (iv) a Selected Person is found to be an Excluded Person or (v) a Selected Person fails to return duly executed transfer documents prescribed by the Administration Committee or the Trustee for the relevant Awarded Shares within the stipulated period, the relevant part of an Award made to such Selected Person shall automatically lapse forthwith and the relevant Awarded Shares and related income thereof shall not vest in that Eligible Person on the relevant Vesting Date but shall be held by the Administration Committee or the Trustee for the benefit of all or one or more of the Eligible Persons (excluding any Excluded Person) as the Board or the Trustee in its absolute discretion shall at any time determine.

A Selected Person shall be ceased to be an Eligible Person

• (a) being a Category A Eligible Person, by reason of voluntary resignation or dismissal, or upon expiration of his term of directorship (unless immediately renewed upon expiration), or by termination of his employment or service in accordance with the termination provisions of his contract of employment or service by the relevant company otherwise than by reason of redundancy; or

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• (b) on the grounds that he has committed any act of bankruptcy or has become insolvent or has made arrangements or composition with his creditors generally or has committed any serious misconduct or has been convicted of any criminal offence (other than an offence which in the opinion of the Board does not bring the Selected Person or the Group or the relevant controlling Shareholder into disrepute); or

• (c) being a Category B Eligible Person, by reason that such Selected Person ceases to be a holder of any securities issued by the relevant member of the Group; or

• (d) being a Category C Eligible Person, in the absolute determination and discretion of the Board, by reason of he has committed or has likely committed any breach of contract entered into between such Eligible Person and the relevant member of the Group; or

• (e) if in the absolute discretion and determination of the Board the person is no longer eligible or appropriate to be an Eligible Person under the Share Award Scheme,

provided always that in each case the Board in its absolute discretion may decide that such Award or any part thereof shall not so lapse or subject to such conditions or limitations as the Board may decide.

If there occurs an event of change of control of the Company, whether by way of offer, merger, scheme of arrangement or otherwise, all the Awarded Shares shall immediately vest in the respective Selected Person on the date when such change of control event becomes or is declared unconditional and such date shall be deemed to be the Vesting Date.

Rights and restrictions

A Selected Person shall only have a contingent interest in the Awarded Shares and the related income thereof which are referable to him subject to the vesting of such Shares on the Vesting Date. A Selected Person shall have no rights in the Residual Cash.

The Administration Committee or the Trustee shall not exercise the voting rights in respect of any Shares held by the Company or the Trustee (including but not limited to the Awarded Shares, any bonus Shares and scrip Shares).

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Scheme limit

Subject to the refreshment of the scheme limit, the Board shall not make any further award of Awarded Shares which will result in the nominal value of the Shares awarded by the Board under the Share Award Scheme exceeding 10% of the issued share capital of the Company as at the Adoption Date. The maximum number of Shares which may be awarded to a Selected Person under the Share Award Scheme shall not exceed 1% of the issued share capital of the Company as at the Adoption Date. Based on the 12,618,201,252 Shares in issue as at the Adoption Date, unless being refreshed or amended in accordance with the Share Award Scheme, the maximum number of Awarded Shares under the Share Award Scheme would be 1,261,820,125 Shares, representing 10% of the issued share capital of the Company as at the Adoption Date.

The aforesaid limit may be refreshed or amended by approval of the Shareholders in general meeting.

Where any Awarded Shares is proposed to be offered to a connected person of the Company (as defined under Chapter 14A of the Listing Rules), such offer of Awarded Shares has to be first approved by the independent non-executive Directors of the Company and the Company will comply with the applicable requirements of Chapter 14A of the Listing Rules and all other applicable laws and regulations in respect of such offer.

The Share Award Scheme is not subject to the provisions of Chapter 17 of the Listing Rules and is a discretionary scheme of the Company and subject to the administration of the Administration Committee and/or the Trustee in accordance with the rules of the Share Award Scheme and the Trust Deed.

Termination

The Share Award Scheme shall terminate on the earlier of (i) the date falling on the 10th anniversary date of the Adoption Date and (ii) such date of early termination as determined by the Board provided that such termination shall not affect any subsisting rights of any Selected Person thereunder.

Upon all the Awarded Shares of the Selected Persons granted under the Share Award Scheme having been vested, the Residual Cash for the Selected Persons and such other funds remaining in the Account or the trust fund shall be remitted to the Company forthwith.

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DEFINITIONS

In this announcement, unless the context otherwise requires, the following words and expressions shall have the meanings ascribed to them below:

• “Account” the securities account to be operated solely for the purpose of operating the Share Award Scheme and the funds thereof to be held on trust by the Administration Committee or the Trustee for the Selected Persons

• “Administration Committee” the committee of the Board to be set up and delegated with the power and authority by the Board to administer the Share Award Scheme

• “Adoption Date” the date on which the Share Award Scheme to be adopted by the Board

• “Award” an award of Shares (together with any related income) by the Board to a Selected Person pursuant to the Share Award Scheme

• “Awarded Amount” in respect of a Selected Person, the closing price of the Shares as quoted by the Stock Exchange as at the Reference Date multiplied by the number of Awarded Shares comprised in the Award

• “Awarded Shares” in respect of a Selected Person, such number of Shares determined by the Board and purchased by the Trustee or the Administration Committee on the market, out of cash paid by the Company by way of settlement to the Trustee pursuant to the Share Award Scheme

• “Board” the board of Directors

“Company” Skyway Securities Group Limited, a company incorporated in Bermuda with limited liability and the issued Shares of which are listed on the Stock Exchange

• “Directors” the directors of the Company

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• “Eligible Person(s)”

• “Excluded Person”

• “Group”

• “HK$”

• “Hong Kong”

• “Listing Rules”

(i) any Eligible Person (whether full time or part time), executives, officers, directors (including executive, non-executive and independent nonexecutive directors) of the Company or of any subsidiary (a “Category A Eligible Person”); (ii) any holder of any securities issued by any member of the Group or any controlling shareholder (a “Category B Eligible Person”); (iii) any business or joint venture partner, contractor, agent or representative, any person provides research development or technological support or any advisory, consultancy, professional services to the business of the Group, any investor, vendor, supplier, developer or licensor, any customer, licensee, wholesaler, retailer, trader or distributor of goods or services of any member of the Group (a “Category C Eligible Person”); which have contributed or will contribute to the growth and development of the Group

any Eligible Person who is resident in a place where the award of the Awarded Shares and/ or the vesting and transfer of the Awarded Shares pursuant to the terms of the Share Award Scheme is not permitted under the laws and regulations of such place or where in the view of the Board or the Administration Committee or the Trustee (as the case may be), compliance with applicable laws and regulations in such place makes it necessary or expedient to exclude such Eligible Person

the Company and its subsidiaries

Hong Kong dollar(s), the lawful currency of Hong Kong

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

the Rules Governing the Listing of Securities on the Stock Exchange

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• “Reference Amount”

• “Reference Date”

• “Residual Cash”

• “Selected Person(s)”

• “Share Award Scheme”

• “Share(s)”

• “Stock Exchange”

• “Trust Deed”

• the sum of (i) the Awarded Amount and (ii) the related purchase expenses (including for the time being, the brokerage fee, stamp duty, Securities and Futures Commission transaction levy, Stock Exchange trading fee) and such other necessary expenses required for the completion of the purchase of all the Awarded Shares

• in respect of a Selected Person, the date of final approval by the Board of the total number of Shares to be awarded to the relevant Selected Person in a single occasion pursuant to the Share Award Scheme

• in respect of a Selected Person, being cash remaining in the Account or the trust fund set up by the Trustee in respect of an Awarded Share (including interest income derived from deposits maintained with licensed banks in Hong Kong, cash income and sale proceeds which have not been applied in the acquisition of further Shares)

• Eligible Person(s) selected by the Board for participation in the Share Award Scheme

• the share award scheme to be adopted by the Board on the Adoption Date, as amended from time to time

• ordinary share(s) of HK$0.01 each in the share capital of the Company (or of such other nominal amount as shall result from a sub-division, consolidation, reclassification or reconstruction of the share capital of the Company from time to time)

• The Stock Exchange of Hong Kong Limited

• a trust deed as may be entered into between the Company and the Trustee (as restated, supplemented and amended from time to time) in respect of the appointment of the Trustee for the administration of the Share Award Scheme

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“Trustee”

the trustee corporation(s) as may be appointed by the Company for the administration of the Share Award Scheme

“Vesting Date”

in respect of a Selected Person, the date on which his entitlement to the Awarded Shares accrues in accordance with the conditions as imposed by the Board or is deemed to have accrued pursuant to the terms of the Share Award Scheme

By order of the Board Skyway Securities Group Limited Suen Yick Lun Philip Acting Chairman and Managing Director

Hong Kong, 19 February 2016

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

Executive Directors: Independent Non-executive Directors: Mr. Suen Yick Lun Philip Mr. Siu Siu Ling Robert (Acting Chairman and Managing Director) Mr. Chan Kwan Pak Mr. Tam Tak Wah Mr. Siu Gee Tai Mr. Ng Kwok Leung

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