PegBio Co., Ltd. — Proxy Solicitation & Information Statement 2015

Dec 23, 2015

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your licensed securities dealer or registered institution in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Skyway Securities Group Limited (the “Company”), you should at once hand this circular and the accompanying form of proxy to the purchaser or the transferee or to the bank manager, licensed securities dealer or registered institution in securities or other agent through whom the sale or transfer was effected for transmission to the purchaser or the transferee.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited and Hong Kong Securities Clearing Company take no responsibility for the contents of this circular, 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 circular.

A copy of this circular has been delivered to the Registrar of Companies in Hong Kong for registration pursuant to Section 342C of the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Chapter 32, the Laws of Hong Kong). The Registrar of Companies in Hong Kong and the Securities and Futures Commission of Hong Kong take no responsibility as to the contents of this circular.

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(Incorporated in Bermuda with limited liability)

(Stock Code: 1141)

PROPOSED BONUS WARRANT ISSUE AND NOTICE OF SPECIAL GENERAL MEETING

A notice convening a special general meeting (the “SGM”) of the Company to be held at Plaza 3, Lower Lobby, Novotel Century Hong Kong, 238 Jaffe Road, Wanchai, Hong Kong on Wednesday, 13 January 2016 at 11:00 a.m. is set out on pages 28 to 30 of this circular.

A form of proxy for use at the SGM is enclosed with this circular. Whether or not you are able to attend the SGM, you are requested to complete the form of proxy in accordance with the instructions printed thereon and return the same to the Company’s branch share registrar in Hong Kong, Tricor Tengis Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for holding of the SGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the SGM or any adjournment thereof should you so wish, and in such event, the form of proxy shall be deemed to be revoked.

23 December 2015

* For identification purposes only

CONTENTS

	Page
Definitions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Expected Timetable. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Letter from the Board. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Appendix – Summary of terms and conditions of the Warrants. . . . . . . . . . . .	16
Notice of SGM. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	28

– i –

DEFINITIONS

In this circular, unless the context otherwise requires, the following expressions shall have the following meanings:

“Announcement” the announcement of the Company dated 7 December 2015 in relation to the proposed Bonus Warrant Issue

“Board” the board of Directors “Bonus Warrant(s)” or warrant(s) proposed to be issued by the “Warrant(s)” Company to entitle the holder(s) thereof to subscribe for New Shares at the initial Subscription Price of HK$0.10 per New Share, subject to adjustment

“Bonus Warrant Issue” the proposed bonus issue of the Bonus Warrants by the Company to the Qualifying Shareholders (other than the Excluded Overseas Shareholders (if any)) whose names appear on the register of members on the Record Date on the basis of one (1) Bonus Warrant for every five (5) Shares held on the Record Date

“CCASS” the Central Clearing and Settlement System established and operated by HKSCC

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

• “Director(s)”

the director(s) of the Company

“Excluded Overseas Shareholders” such Overseas Shareholders, to whom the Directors, based on legal opinions provided by legal advisers and on account either of legal restrictions under the laws of relevant place or the requirements of the relevant regulatory body or stock exchange in that place of his/her/its registered address(es), consider it necessary or expedient to exclude from the Bonus Warrant Issue

– 1 –

DEFINITIONS

• “Existing Warrant(s)”

existing bonus warrant(s) issued by the Company which entitle the holder(s) thereof to subscribe for new Share(s) and to be expired on 26 January 2016

• “Group”

the Company and its subsidiaries

• “Hong Kong”

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

• “HKSCC” Hong Kong Securities Clearing Company Limited

• “Instrument” a separate instrument to be executed by the Company by way of a deed poll containing terms of the Bonus Warrants, including the adjustment mechanisms of the initial exercise price for Shares

• “Latest Practicable Date”

• 18 December 2015, being the latest practicable date for ascertaining certain information for inclusion in this circular

• “Listing Rules”

• the Rules Gover ning the Listing of Securities on the Stock Exchange

• “New Share(s)”

Share(s) which may fall to be issued upon the exercise of the Subscription Rights attaching to the Bonus Warrant(s)

• “Overseas Shareholder(s)”

the Shareholder(s) whose name(s) appear(s) on the register of members of the Company on the Record Date and whose registered address(es) as shown on such register is(are) outside Hong Kong

• “Qualifying Shareholders”

the Shareholders other than the Excluded Overseas Shareholders

– 2 –

DEFINITIONS

• “Record Date”

• “SGM”

• “Shareholder(s)”

• “Share(s)”

• “Specific Mandate”

• “Stock Exchange”

• “Share Options”

• “Subscription Date”

• “Subscription Form”

• “Subscription Period”

28 January 2016, being the record date by reference to which entitlements to the Bonus Warrant Issue be ascertained

the special general meeting of the Company to be convened to consider and, if thought fit, approve the Bonus Warrant Issue

holder(s) of the Share(s)

ordinary share(s) of HK$0.01 in the share capital of the Company

the specific mandate to be sought at the SGM in respect of the Bonus Warrants and the New Shares

The Stock Exchange of Hong Kong Limited

share options granted or to be granted under the share option scheme adopted by the Company at the annual general meeting of the Company held on 24 September 2012

the date on which any of the Subscription Rights are duly exercised

the subscription form contained in each Bonus Warrant certificate in relation to the exercise of the Subscription Rights

the one-year period from the date of issue of the Warrants, which is expected to be on 12 February 2016 to 11 February 2017, both days inclusive (subject to changes)

– 3 –

DEFINITIONS

“Subscription Price”

• “Subscription Rights”

• “Warrantholder(s)”

• “HK$”

“%”

the sum payable in respect of each New Share to which the registered holder of each Warrant will be entitled upon exercise of the Subscription Rights represented thereby, being HK$0.10 or such adjusted price as may for the time being be applicable

the rights of the holders of the Bonus Warrants represented by the Bonus Warrants to subscribe for New Shares pursuant to the Bonus Warrants

holder(s) of the Warrant(s)

Hong Kong dollars, the lawful currency for the time being of Hong Kong

per cent.

– 4 –

EXPECTED TIMETABLE

Set out below is the expected timetable in respect of the Bonus Warrant Issue.

Latest time for return of proxy form of SGM (48 hours before the SGM) . . . . . . . . . . . . . . . . . . . . . . . . . . . 11:00 a.m. on Monday, 11 January 2016 SGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11:00 a.m. on Wednesday, 13 January 2016 Publication of the poll result announcement of the SGM . . . . . . . . . . . . . . . Wednesday, 13 January 2016 Last day of dealings in the Shares on a cum-entitlement basis . . . . . . . . . . . . . . Friday, 22 January 2016 First day of dealing in the Shares on an ex-entitlement basis. . . . . . . . . . . . . . . Monday, 25 January 2016 Latest time for lodging transfers of the Shares for registration in order to qualify for the Bonus Warrant Issue. . . . . . . . . . . . .4:00 p.m. on Tuesday, 26 January 2016 Closure of register of members of the Company for determination of entitlement under the Bonus Warrant Issue . . . . . . . . . . . . . . . . . . . . . . Wednesday, 27 January 2016 to Thursday, 28 January 2016 (both days inclusive) Record Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Thursday, 28 January 2016 Register of members re-opens . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Friday, 29 January 2016 Despatch of the Bonus Warrants certificates. . . . . . . . . . . . . . . . . . . . . . . . . . . . . Friday, 12 February 2016 Commencement of dealings in the Bonus Warrants . . . . . . . . . . . 9:00 a.m. on Monday, 15 February 2016

– 5 –

EXPECTED TIMETABLE

The expected timetable for the Bonus Warrant Issue set out above is for indicative purposes only and it has been prepared on the assumption that all the conditions of the Bonus Warrant Issue would be fulfilled. All times and dates in this circular refer to Hong Kong local times and dates. The expected timetable is subject to change, and any changes will be announced in a separate announcement by the Company as and when appropriate.

– 6 –

LETTER FROM THE BOARD

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(Incorporated in Bermuda with limited liability)

(Stock Code: 1141)

Executive Directors: Mr. Suen Yick Lun Philip (Acting Chairman and Managing Director) Mr. Tam Tak Wah Mr. Ng Kwok Leung

Registered office: Clarendon House 2 Church Street Hamilton HM 11 Bermuda

Independent Non-executive Directors:

Mr. Siu Siu Ling Robert Mr. Chan Kwan Pak Mr. Siu Gee Tai

Head office and principal place of business in Hong Kong: Suite 903, 9th Floor Great Eagle Centre 23 Harbour Road Wanchai, Hong Kong

23 December 2015

To the Shareholders

Dear Sir or Madam,

PROPOSED BONUS WARRANT ISSUE AND NOTICE OF SPECIAL GENERAL MEETING

INTRODUCTION

Reference is made to the Announcement in relation to the Bonus Warrant Issue. The purpose of this circular is to provide you with the information relating to the Bonus Warrant Issue and the notice of SGM.

THE PROPOSED BONUS WARRANT ISSUE

The Board proposed, subject to the satisfaction of the conditions as mentioned below, to make the Bonus Warrant Issue to the Qualifying Shareholders (other than the Excluded Overseas Shareholders) whose names appear on the register of members of the Company on the Record Date on the basis of one (1) Bonus Warrant for every five (5) Shares held on the Record Date.

* For identification purposes only

– 7 –

LETTER FROM THE BOARD

SUBSCRIPTION PRICE AND SUBSCRIPTION PERIOD

The Bonus Warrants will be issued in registered form and each Bonus Warrant will entitle the holder thereof to subscribe in cash for one New Share at an initial Subscription Price of HK$0.10, subject to customary anti-dilutive adjustments in market transactions of this type in certain events, including, among other things, share consolidations, share subdivisions, capitalisation issues and capital distributions, at any time during the period which is expected to commence on the date of the issue of the Bonus Warrants and end on the date falling 12 months from the date of issue of the Bonus Warrants, which are expected to be from 12 February 2016 to 11 February 2017 (both days inclusive).

The initial subscription price of HK$0.10 per New Share represents:

• (i) a discount of approximately 31.03% to the closing price of HK$0.145 per Share as quoted on the Stock Exchange on 7 December 2015 (being the date of the Announcement);

• (ii) a discount of approximately 35.06% to the average closing price of approximately HK$0.154 per Share as quoted on the Stock Exchange for the past 5 trading days up to and including 7 December 2015;

• (iii) a discount of approximately 39.76% to the average closing price of approximately HK$0.166 per Share as quoted on the Stock Exchange for the past 10 trading days up to and including 7 December 2015; and

• (iv) a discount of approximately 30.07% to the closing price of HK$0.143 per Share as quoted on the Stock Exchange on the Latest Practicable Date.

SHARES TO BE ALLOTTED AND ISSUED UPON EXERCISE OF THE BONUS WARRANTS

On the basis of 12,073,765,398 Shares in issue as at the Latest Practicable Date, and assuming no further Shares will be issued or repurchased by the Company on or before the Record Date, 2,414,753,079 Bonus Warrants would be issued pursuant to the Bonus Warrant Issue. Full exercise of the Subscription Rights attaching to the 2,414,753,079 Bonus Warrants at the initial Subscription Price of HK$0.10 per New Share would result in the allotment and issue of 2,414,753,079 New Shares, representing approximately 20% of the aggregate number of issued Shares of the Company and approximately 16.67% of the aggregate number of issued Shares of the Company as at the Latest Practicable Date as enlarged by the allotment and issue of such New Shares, and the receipt by the Company of subscription monies totaling approximately HK$241,475,307.9 before expenses.

– 8 –

LETTER FROM THE BOARD

As at the Latest Practicable Date, the Company has 1,373,835,050 outstanding Share Options and 149,430,455 outstanding Existing Warrants. On the basis of 12,073,765,398 Shares in issue as at the Latest Practicable Date, and assuming full exercise of the outstanding Share Options and the Existing Warrants before the Record Date and no further Shares will be issued or repurchased by the Company on or before the Record Date, 2,719,406,180 Bonus Warrants would be issued pursuant to the Bonus Warrant Issue. Full exercise of the Subscription Rights attaching to the 2,719,406,180 Bonus Warrants at the initial Subscription Price of HK$0.10 per New Share would result in the allotment and issue of 2,719,406,180 New Shares, and the receipt by the Company of subscription monies totaling approximately HK$271,940,618 before expenses.

As at the Latest Practicable Date, the Company has 149,430,455 outstanding Existing Warrants and the subscription rights attaching to the Existing Warrants will expire on 26 January 2016. The expected Subscription Period for the Bonus Warrants to be issued under the Bonus Warrant Issue will be from 12 February 2016 to 11 February 2017, a period after the expiration of the Existing Warrants. As such, if the Bonus Warrants are exercised, such exercise will not exceed 20% of the issued share capital of the Company at the time such Bonus Warrants are issued.

FRACTIONAL ENTITLEMENTS

Fractional entitlements to the Bonus Warrants (if any) will not be issued to the Shareholders but will be aggregated and sold for the benefit of the Company. The net proceeds of sale will be retained for the benefit of the Company.

OVERSEAS SHAREHOLDERS

In determining whether it would be necessary or expedient to exclude an Overseas Shareholder who is registered as a member of the Company on the Record Date, the Directors have made enquiry pursuant to Rule 13.36(2)(a) of the Listing Rules regarding the legal restrictions under the laws of the relevant place and the requirements of the relevant regulatory body or stock exchange of the relevant place in which such Overseas Shareholder is residing. If the Directors are of the view that, after such enquiry, the exclusion of such Overseas Shareholder is necessary or expedient on account either of the legal restrictions under the laws of the relevant place or the requirements of the relevant regulatory body or stock exchange in that place, the Bonus Warrants will not be granted to such Overseas Shareholder(s).

– 9 –

LETTER FROM THE BOARD

Based on the register of members of the Company as at the Latest Practicable Date, there was a total of one (1) Overseas Shareholder with registered address in the People’s Republic of China (the “Concerned Country”). Pursuant to Rule 13.62(1) of the Listing Rules, the Company has made enquiry regarding the legality and feasibility of extending the Bonus Warrant Issue to such Oversea Shareholder(s). Based on the legal opinions from legal advisers in the Concerned Country, there is no restriction to extend the Bonus Warrant Issue to such Oversea Shareholder and there are no Excluded Overseas Shareholders for the Bonus Warrant Issue as at the Latest Practicable Date.

In view of the above, the Bonus Warrants which would otherwise be issued to such Excluded Overseas Shareholder(s) (if any) under the Bonus Warrant Issue will be sold in the market as soon as possible if a premium, net of expenses, can be obtained. Any net proceeds of sale in excess of HK$100, after deduction of expenses, will be distributed in Hong Kong dollars to such Overseas Shareholder. Remittance thereof will be posted to it, at its own risk, unless the amount falling to be distributed to such person is less than HK$100, in which case it will be retained for the benefit of the Company.

All Overseas Shareholders should consult their professional advisers as to whether or not they are permitted to participate in the Bonus Warrant Issue or whether any government or other consents are required or other formalities need to be observed.

CONDITIONS TO THE BONUS WARRANT ISSUE

The Bonus Warrant Issue will be conditional upon, among others, the following conditions:

• (a) the passing by the Shareholders at the SGM of the necessary resolution(s) to approve the issue of the Bonus Warrants and the issue and allotment of the New Shares upon exercise of the Subscription Rights attaching to the Bonus Warrants and the transactions contemplated thereunder; and

• (b) the Stock Exchange granting the listing of, and permission to deal in, the Bonus Warrants and the New Shares.

REASONS FOR THE BONUS WARRANT ISSUE

The Group is 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 and securities investments and real estate.

– 10 –

LETTER FROM THE BOARD

The Directors believe that the Bonus Warrant Issue will provide the Shareholders with an opportunity to participate in the growth of the Group. Further, the Bonus Warrant Issue will also strengthen the capital base of the Company and would provide the Company with an opportunity to raise funds when the Subscription Rights attaching to the Bonus Warrant are exercised.

As such, the Directors are of the view that the Bonus Warrant Issue is fair and reasonable and is in the interests of the Company and its Shareholders as a whole.

EQUITY FUND RAISING ACTIVITIES OF THE COMPANY IN THE PAST TWELVE MONTHS

		Net proceeds	Proposed use	Actual use
Date of	Fund raising	raised	of the net	of the net
announcement	activity	(Approximately)	proceeds	proceeds
18 December	Open offer on	HK$209.16 million	as to (i)	as to (i)
2014	the basis		approximately	approximately
	of one offer		20% for the	60% of the
	share for		development	proceeds for
	every two		of its money	money lending
	shares held		lending	business
	on the record		business; (ii)	and (ii)
	date		approximately	approximately
			40% for	40% for
			commodity	trading of
			trading	securities
			business;
			and (iii) the
			remaining
			balance
			for general
			working
			capital.

Save as disclosed above, the Company has not conducted any equity fund raising activities announced in the past twelve months before the Latest Practicable Date.

– 11 –

LETTER FROM THE BOARD

LISTING OF THE BONUS WARRANTS AND THE NEW SHARES

The Company will apply to the Stock Exchange for the listing of, and permission to deal in, the Bonus Warrants and the New Shares. The New Shares shall rank pari passu in all respects with the then existing Shares in issue.

No New Shares or Bonus Warrants are listed or dealt in on any other stock exchange and the Company is not currently seeking to list the New Shares or Bonus Warrants on any other stock exchange.

Subject to the granting of the listing of and permission to deal in the Bonus Warrants and the New Shares which may fall to be issued on the exercise of Subscription Rights on the Stock Exchange as well as compliance with the stock admission requirements of HKSCC, the Bonus Warrants and New Shares which may fall to be issued on the exercise of Subscription Rights will be accepted as eligible securities by HKSCC for deposit, clearance and settlement in CCASS with effect from the commencement date of dealings in the Warrants on the Stock Exchange or, under contingent situation, such other date as determined by HKSCC. Settlement of transactions between participants of the Stock Exchange on any trading day is required to take place in CCASS on the second settlement day thereafter. All activities under CCASS are subject to the General Rules of CCASS and CCASS Operational Procedures in effect from time to time.

BONUS WARRANT CERTIFICATES AND BOARD LOT SIZE

Subject to the satisfaction of the conditions to the Bonus Warrant Issue, it is expected that certificates for the Bonus Warrants will be posted by ordinary post on or before 12 February 2016 at the risk of the Shareholders entitled thereto to their respective addresses shown on the register of members of the Company.

Dealings in the Bonus Warrants are expected to commence on the Stock Exchange on 15 February 2016. The Bonus Warrants are expected to be traded on the Stock Exchange in board lots of 20,000 Warrants carrying rights to subscribe for 20,000 Shares at HK$2,000 at the initial subscription price of HK$0.10 per New Share (subject to adjustment).

RECORD DATE AND CLOSURE OF REGISTER OF MEMBERS

The Bonus Warrants will be issued to the Qualifying Shareholders other than the Excluded Overseas Shareholders whose names appear on the register of members of the Company on the Record Date.

– 12 –

LETTER FROM THE BOARD

The register of members of the Company will be closed from 27 January 2016 to 28 January 2016, both days inclusive, in order to determine the entitlement of the Shareholders under the Bonus Warrant Issue.

Shareholders are reminded that in order to qualify for the Bonus Warrant Issue, they must ensure that all transfers accompanied by the relevant share certificates are lodged with the Company’s branch share registrar in Hong Kong, Tricor Tengis Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong for registration not later than 4:00 p.m. on 26 January 2016.

POSSIBLE ADJUSTMENTS TO THE SHARE OPTIONS AND THE EXISTING WARRANTS

As at the Latest Practicable Date, the Company has (i) outstanding Share Options with entitling the holders thereof to subscribe for up to an aggregate of 1,373,835,050 Shares; and (ii) 149,430,455 Existing Warrants entitling holders thereof to subscribe for 149,430,455 Shares.

The Bonus Warrant Issue may lead to adjustments to the exercise price and/or the number of Shares to be issued upon conversion of the outstanding Share Options in accordance with the terms of the share option scheme adopted by the Company; and the subscription price of the Existing Warrants and/or the number of Shares to be issued upon exercise of the Existing Warrants in accordance with the respective terms and conditions of the Existing Warrants. Further announcement will be made by the Company in respect of such adjustments as and when appropriate.

Save as the aforesaid, the Company has no other outstanding options, warrants or other securities convertible into or giving rights to subscribe for, convert or exchange into Shares as at the Latest Practicable Date.

TAXATION

The Shareholders are recommended to consult their professional advisers if they are in any doubt as to the taxation implications of accepting and dealing in the Warrants. It is emphasised that none of the Company, the Directors or any parties involved in the Bonus Warrant Issue accepts responsibility for any tax effects or liabilities or any other liabilities of the Warrantholders resulting from accepting and dealing in the Warrants.

– 13 –

LETTER FROM THE BOARD

GENERAL

The Group is 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 and securities investments and real estate.

RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Group. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.

SGM

A notice convening the SGM of the Company to be held at Plaza 3, Lower Lobby, Novotel Century Hong Kong, 238 Jaffe Road, Wanchai, Hong Kong on Wednesday, 13 January 2016 at 11:00 a.m. is set out on pages 28 to 30 of this circular for the purpose of considering and, if thought fit, passing the resolution set out therein.

A form of proxy for the SGM is enclosed with this circular. Whether or not you are able to attend the SGM, you are requested to complete the form of proxy in accordance with the instructions printed thereon and return the same to the Company’s branch share registrar in Hong Kong, Tricor Tengis Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for holding of the SGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the SGM or any adjournment thereof should you so wish, and in such event, the form of proxy shall be deemed to be revoked.

To the best of the Directors’ knowledge, information and belief having made all reasonable enquiries, no Shareholder has a material interest in the Bonus Warrant Issue and the issue of the Bonus Warrants and the transactions contemplated thereunder which is different from other Shareholders, accordingly no Shareholder is required to abstain from voting on the resolution approving the Bonus Warrant Issue and the issue of the Bonus Warrants and the transactions contemplated thereunder.

– 14 –

LETTER FROM THE BOARD

RECOMMENDATIONS

The Board considers the Bonus Warrant Issue and the issue of the Bonus Warrants and the transactions contemplated thereunder (including but not limited to the allotment and issue of the New Shares upon exercise of the Subscription Rights attaching to the Bonus Warrants) are in the interests of the Company and the Shareholders as a whole and accordingly recommend the Shareholders to vote in favour of the proposed resolution as set out in the notice of SGM.

By order of the Board Skyway Securities Group Limited Suen Yick Lun Philip

Acting Chairman and Managing Director

– 15 –

APPENDIX

SUMMARY OF TERMS AND CONDITIONS OF THE WARRANTS

The Warrants will be issued in the registered form subject to and with the benefit of the Instrument by way of deed poll and will form one class and rank pari passu in all respects with each other.

The Warrants will confer rights to subscribe for Shares, at an initial Subscription Price of HK$0.10 per New Share (subject to adjustment under certain circumstances, including consolidation or subdivision of the Shares, capitalisation of profits or reserves or capital distribution as detailed below).

The Warrants will represent direct obligations of the Company to Warrantholders as described in the Instrument. The following is a summary of the major provisions of the Instrument and of the principal terms and conditions of the Warrants set out on the Warrant certificates. Warrantholders will be entitled to the benefit of, be bound by, and be deemed to have notice of all such terms and conditions and of the provisions of the Instrument, copies of which will be available at the principal place of business or principal office for the time being of the Company in Hong Kong.

1. EXERCISE OF SUBSCRIPTION RIGHTS

• (a) Each Warrantholder shall have, in respect of the Warrants of which he is the registered holder for the time being the Subscription Rights which may be exercised in whole or in part, but not in respect of a fraction of a Share, at any time on or after 12 February 2016 to 11 February 2017 (or the next business day after 11 February 2017, if 11 February 2017 is not a business day, both days inclusive) to subscribe in cash the whole or part, in integral multiples of HK$0.10 of the amount stated on the certificate for such Warrants which a Warrantholder is entitled to subscribe for Shares upon exercise of the Subscription Rights represented thereby (the “Exercise Moneys”), for fully-paid Shares at a price of HK$0.10 per Share. Any Subscription Rights which have not been exercised upon the expiry of the Subscription Period will lapse and thereupon the Warrants and the Warrant certificates will cease to be valid for any purpose whatsoever.

– 16 –

APPENDIX

SUMMARY OF TERMS AND CONDITIONS OF THE WARRANTS

• (b) Each Warrant certificate will contain a subscription form (the “Subscription Form”). In order to exercise his Subscription Rights, a Warrantholder must complete and sign the Subscription Form and deliver the same and the Warrant certificate to the Registrar in Hong Kong and such delivery shall constitute an irrevocable commitment by such Warrantholder to exercise such Subscription Rights, together with a remittance for the relevant portion of the Exercise Moneys, being the amount of the Subscription Price for the Shares in respect of which the Warrantholder is exercising his Subscription Rights. In each case compliance must also be made with any exchange control, fiscal or other laws or regulations for the time being applicable.

• (c) The number of Shares to be allotted on exercise of the Subscription Rights shall be, subject to the authorisation under the Specific Mandate, calculated by dividing the amount specified in the relevant Subscription Form and duly remitted as foresaid by the Subscription Price applicable on the Subscription Date. No fraction of a Share will be allotted but any balance representing fractions of the Exercise Moneys paid on the exercise of the Subscription Rights represented by the Warrant certificate will be paid by the Company to the Warrantholder, provided always for the purpose of determining whether any (and if so, what) fraction of Share arises that:

• (i) if the Subscription Rights represented by this Warrant certificate and any one or more other Warrant certificates are exercised on the same Subscription Date by the same Warrantholder then the Subscription Rights represented by such Warrant certificates shall be aggregated; and

• (ii) regard shall be made, where applicable, to the provisions of Clause 6(C) of the Instrument.

– 17 –

APPENDIX SUMMARY OF TERMS AND CONDITIONS OF THE WARRANTS

• (d) The Company has undertaken in the Instrument that any Shares falling to be issued upon the exercise of any of the Subscription Rights represented by this Warrant certificates will be issued and alloted not later than 28 days after the relevant Subscription Date and, taking into account of any adjustment which may have been made pursuant to Clause 4 of the Instrument, will rank pari passu with the fully paid Shares in issue on the relevant Subscription Date and will accordingly entitle the holders to participate in all dividends or other distributions declared, paid or made after the relevant Subscription Date and other than any dividend or other distribution previously declared or recommended or resolved to be paid or made if the record date therefor shall be or before the relevant Subscription Date and notice of the amount and record date for which shall have been given to the Stock Exchange (as defined in the Instrument) prior to the relevant Subscription Date.

• (e) As soon as practicable after the relevant allotment and issue of Shares (and, in any event, not later than 28 days after the relevant Subscription Date), there will be issued free of charge to the Warrantholder to whom such allotment has been made upon his exercise of any Subscription Rights:

• (i) a certificate for the relevant Shares in the name(s) of such Warrantholder(s);

• (ii) (if applicable) a balancing Warrant certificate in registered form in the name(s) of such Warrantholder(s) in respect of any Subscription Rights represented by the Warrant certificate remaining unexercised;

• (iii) (if applicable) a cheque representing fractions of the Exercise Moneys in respect of the Warrantholder’s fractional entitlement to Shares as mentioned in sub-paragraph (c) above; and

• (iv) (if applicable) other applicable document as mentioned in the Instrument.

The certificate for Shares arising on the exercise of Subscription Rights, the balancing Warrant certificate (if any) and, the cheque in respect of fractions of the Exercise Moneys in respect of the Warrantholder’s fractional entitlement to Shares (if any) will be sent by post at the risk of the said Warrantholder to the address of such Warrantholder (or, in the case of a joint holding, to that one of the joint Warrantholders whose name stands first in the register of Warrantholders). If the Company agrees, such certificates and cheques may by prior arrangement be retained by the Registrar in Hong Kong to await collection by the relevant Warrantholder.

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APPENDIX SUMMARY OF TERMS AND CONDITIONS OF THE WARRANTS

2. ADJUSTMENTS OF SUBSCRIPTION PRICE

The Instrument contains detailed provisions relating to the adjustment of the Subscription Price. The following is a summary of, and is subject to, the adjustment provisions of the Instrument:

• (a) The Subscription Price shall (except as mentioned in sub-paragraphs (b) and (c) below) be adjusted as provided in the Instrument in each of the following cases (but shall however not be adjusted below the nominal value of Shares until the Subscription Right Reserve (as defined in the Instrument) is maintained pursuant to Clause 6 of the Instrument):

• (i) an alteration of the nominal amount of each Share by reason of any consolidation or subdivision;

• (ii) an issue (other than pursuant to a scrip dividend scheme in lieu of a cash dividend) by the Company of Shares credited as fully-paid by way of capitalisation of profits or reserves (including any share premium account or capital redemption reserve fund);

• (iii) a capital distribution (as defined in the Instrument) being made by the Company, whether on a reduction of capital or otherwise, to holders of Shares (in their capacity as such);

• (iv) a grant by the Company to holders of Shares (in their capacity as such) of rights to acquire for cash assets of the Company or any of its Subsidiaries (as defined in the Instrument);

• (v) an offer of new Shares for subscription by way of rights, or a grant of options or warrants to subscribe for new Shares, at a price which is less than 90% of the market price (calculated as provided in the Instrument) being made by the Company to holders of Shares (in their capacity as such);

• (vi) an issue wholly for cash being made by the Company or any of its subsidiaries of securities convertible into or exchangeable for or carrying rights of subscription for new Shares, if in any case the total Effective Consideration (as defined in the Instrument) per new Share is less than 90% of the market price (calculated as provided in the Instrument), or the conversion, exchange or subscription rights of any such issue are altered so that the said total Effective Consideration is less than 90% of such market price;

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APPENDIX SUMMARY OF TERMS AND CONDITIONS OF THE WARRANTS

• (vii) an issue of Shares being made wholly for cash at a price less than 90% of the market price (calculated as provided in the Instrument); and

• (viii) the purchase by the Company of Shares or securities convertible into Shares or any rights to acquire Shares (excluding any such purchase made on the Stock Exchange or any recognised stock exchange, being a stock exchange recognised for this purpose by the Executive Director of the Corporate Finance Division of the Securities and Futures Commission of Hong Kong and the Stock Exchange) in circumstances where the Directors consider that it may be appropriate to make an adjustment to the Subscription Price.

• (b) Except as mentioned in paragraph (c), no such adjustment as is referred to in sub-paragraph (a) (ii) to (vii) above shall be made in respect of:

• (i) an issue of fully-paid Shares upon the exercise of any conversion, exchange or subscription rights attaching to securities wholly or partly convertible into Shares or exchangeable for Shares or upon the exercise of any rights (including the Subscription Rights) to acquire Shares;

• (ii) an issue by the Company of Shares or by the Company or any of its subsidiaries of securities convertible into or exchangeable for or carrying rights to acquire Shares, in any such case in consideration or part consideration for the acquisition of any other securities, assets or business;

• (iii) an issue of fully-paid Shares by way of capitalisation of all or part of the Subscription Right Reserve (as defined in the Instrument) to be established in certain circumstances pursuant to the terms and conditions contained in the Instrument (or other profits or reserves or any similar reserve which has been or may be established pursuant to the terms of any other securities wholly or partly convertible into or exchangeable for or carrying rights to acquire Shares);

• (iv) an issue of Shares pursuant to a scrip dividend scheme in lieu of a cash dividend where an amount not less than the nominal amount of the Shares so issued is capitalised and the market value (calculated as provided in the Instrument) of such Shares is not more than 110% of the amount of dividend which holders of Shares could elect to or would otherwise receive in cash;

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APPENDIX

SUMMARY OF TERMS AND CONDITIONS OF THE WARRANTS

• (v) an issue by the Company of Shares or by the Company or any of its subsidiaries of securities convertible into or exchangeable for or carrying rights of subscription for Shares pursuant to a “Option Scheme”.

• (c) Notwithstanding the provisions referred to in sub-paragraphs (a) and (b) above, in any circumstances where the Directors shall consider that an adjustment to the Subscription Price provided for under the said provisions should not be made or should be calculated on a different basis or that an adjustment to the Subscription Price should be made notwithstanding that no such adjustment is required under the said provisions or that an adjustment should take effect on a different date or with a different time from that provided for under the said provisions, the Company may appoint either an approved merchant bank (as defined in the Instrument) or the Auditors (as defined in the Instrument) to consider whether for any reason whatever the adjustment to be made (or the absence of adjustment) would not or might not fairly and appropriately reflect the relative interests of the persons affected thereby and, if such approved merchant bank or the Auditors (as the case may be) shall consider this to be the case, the adjustment shall be modified or nullified, or an adjustment made instead of no adjustment, in such manner (including, without limitation, making an adjustment calculated on a different basis) and/or such adjustment shall take effect from such other date and/or time as shall be certified by such approved merchant bank or the Auditors (as the case may be) to be in its opinion appropriate.

• (d) Any adjustment to the Subscription Price shall be made to the nearest one cent (HK$0.005 being rounded up) and in no event shall any adjustment be made to the Subscription Price in any case in which the amount by which the same would be reduced would be less than one cent and any adjustment which would otherwise then be required shall not be carried forward. In no event shall an adjustment be made (otherwise than upon the consolidation of Shares into shares of a larger nominal amount each or upon a repurchase of Shares) which would increase the Subscription Price.

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APPENDIX

SUMMARY OF TERMS AND CONDITIONS OF THE WARRANTS

• (e) Every adjustment to the Subscription Price shall be certified by the Auditors or an approved merchant bank and notice of each such adjustment (giving the relevant particulars) shall be given to the Warrantholders. In giving any certificate or making any adjustment hereunder, the Auditors or the approved merchant bank shall be deemed to be acting as experts and not as arbitrators and in the absence of manifest error, their decision shall be conclusive and binding on the Company and the Warrantholders and all persons claiming through or under them respectively. Any such certificates of the Auditors and/or approved merchant bank will be available for inspection by Warrantholders at the principal place of business of the Company in Hong Kong, where copies may be obtained.

• (f) The Company will allot and issue the Shares which may fall to be allotted and issued pursuant to the exercise of the Subscription Rights under the Specific Mandate.

3. REGISTERED WARRANTS

The Warrants are issued in registered form. The Company shall be entitled to treat the registered holder of any Warrant as the absolute owner thereof and accordingly shall not, except as ordered by a court of competent jurisdiction or as required by law, be bound to recognise any equitable or other claim to or interest in such Warrant on the part of any other person, whether or not it shall have express or other notice thereof.

4. TRANSFER, TRANSMISSION AND REGISTER

The Subscription Rights conferred by the Warrants shall be transferable in integral multiples of HK$0.10 by instrument of transfer in any usual or common form or such other forms as may be approved by the Directors or, where the transferor and/or the transferee is HKSCC Nominees Limited (or its successor(s)), by an instrument of transfer executed under hand by authorised person(s) or by machine imprinted signature(s) on its behalf or of such person(s), as it may be. The Company shall maintain a register of Warrantholders in the territory where the Stock Exchange for the time being is situated (or in such other places as the Directors consider appropriate, having regard to applicable rules governing the listing of Warrants). The Instrument contains provisions relating to the transfer, transmission and registration of the Warrants. Transfers of Warrants must be executed by both the transferor and the transferee.

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APPENDIX SUMMARY OF TERMS AND CONDITIONS OF THE WARRANTS

Persons who hold the Warrants and have not registered the Warrants in the own names and wish to exercise the Warrants should note that additional costs and expenses may be incurred in connection with any expedited re-registration of the Warrants prior to the transfer or exercise of the Warrants, in particular during the period commencing 10 business days prior to and including the last day of the Subscription Period.

Since the Warrants will be admitted to CCASS, so far as applicable laws or regulations of relevant regulatory authorities, terms of the Instrument and circumstances permit, the Company may determine the last dealing day of the Warrants to be a date at least three dealing days before 11 February 2017.

5. CLOSURE OF REGISTER OF WARRANTHOLDERS

The registration of transfers of Warrants may be suspended and the register of Warrantholders may be closed for such period as the Directors may from time to time direct, provided that the same shall not be closed, or registration may not be suspended, for a period, or for periods together, of more than 60 days in any one year. Any transfer or exercise of the Subscription Rights attached to the Warrants made while the register of Warrantholders is so closed shall, as between the Company and the person claiming under the relevant transfer of Warrants or, as the case may be, as between the Company and the Warrantholder who has so exercised the Subscription Rights attached to his Warrants (but not otherwise), be considered as made immediately after the reopening of the register of Warrartholders.

6. PURCHASE AND CANCELLATION

The Company or any of its subsidiaries may at any time purchase the Warrants:

• (a) in the open market or by tender (available to all Warrantholders alike) at any price; or

• (b) by private treaty at a price, exclusive of expenses, not exceeding 110% of the closing price of the Warrants on the Stock Exchange on the date immediately prior to the date of purchase thereof, but not otherwise.

All Warrants purchased aforesaid shall be cancelled forthwith and may not be reissued or re-sold.

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APPENDIX

SUMMARY OF TERMS AND CONDITIONS OF THE WARRANTS

7. MEETINGS OF WARRANTHOLDERS AND MODIFICATION OF RIGHTS

• (a) The Instrument contains provisions for convening meetings of Warrantholders to consider any matter affecting the interests of Warrantholders, including the modification by “Special Resolution” (as defined in the Instrument) of the provisions of the Instrument and/or of the these Conditions. A Special Resolution duly passed at any such meeting shall be binding on the Warrantholders, whether present or not.

• (b) All or any its of the right for the time being attached to the Warrant (including any of the provisions of the Instrument) may from time to time (whether or not the Company is being wound up) be altered or abrogated (including but without prejudice to that generality by waiving compliance with, or by waiving or authorising any past or proposed breach of, any of the provisions of these Conditions and/or the Instrument) with the prior sanction of a Special Resolution and may be effected only by deed poll executed by the Company and expressed to be supplemental to the Instrument.

Where the Warrantholder is a recognised clearing house (within the meaning of the SFO) or its nominee(s), it may authorise such person or persons as it thinks fit to act as its representative (or representatives) or proxy (or proxies) at any Warrantholders’ meeting provided that, if more than one person is so authorised, the authorisation or proxy form must specify the number and class of Warrants in respect of which each such person is so authorised. The person so authorised shall be deemed to have been duly authorised without further evidence of the facts will be entitled to exercise the same power on behalf of the recognised clearing house (or its nominee(s) as that clearing house (or its nominee(s)) could exercise as if such person was an individual Warrantholder.

8. REPLACEMENT OF WARRANT CERTIFICATES

If a Warrant certificate is mutilated, defaced, lost or destroyed, it may, at the discretion of the Company, be replaced at the principal office of the Warrant Registrars (unless the Directors otherwise determine) on payment of such costs as may be incurred in connection therewith and on such terms as to evidence, indemnity and/ or security as the Company may require and on payment of such fee not exceeding HK$2.50 (or such other amount as may from time to time be permitted under the rules prescribed by the Stock Exchange) as the Company may determine. Mutilated or defaced Warrant certificates must be surrendered before replacements will be issued.

In the case of lost Warrant certificates, Sections 163, 164, 165 and 166 of the Companies Ordinance shall apply as if “shares” referred to therein included Warrants.

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SUMMARY OF TERMS AND CONDITIONS OF THE WARRANTS

APPENDIX

9. PROTECTION OF SUBSCRIPTION RIGHTS

The Instrument contains certain undertakings by and restrictions on the Company designed to protect the Subscription Rights.

10. CALL

If at any time the aggregate of the Warrants which have not been exercised carry rights to subscribe less than 10% in value of all Subscription Rights, the Company may, on giving not less than one month’ notice, require Warrantholders either to exercise their Subscription Rights or to allow them to lapse. On expiry of such notice, all unexercised Warrants will be automatically cancelled without compensation to Warrantholders.

11. ISSUE OF FURTHER WARRANTS

The Company shall be at liberty to issue further warrants to subscribe for Shares in such manner and on such terms as it sees fit.

12. OVERSEAS WARRANTHOLDERS

If a Warrantholder has a registered address in any territory (other than Hong Kong) where, in the opinion of the Directors, the allotment of Shares to such Warrantholder upon exercise of any Subscription Rights attaching to the Warrants would or might, in the absence of compliance with registration or any other special formalities in such territory, be unlawful or impracticable under the laws of such territory, then the Company shall as soon as practicable after exercise by such Warrantholder of any Subscription Rights either:

• (a) allot the Shares which would otherwise have been allotted to such Warrantholder to one or more third parties selected by the Company; or

• (b) allot such Shares to such Warrantholder and then, on his behalf, sell them to one or more third parties selected by the Company, in each case for the best consideration then reasonably obtainable by the Company.

As soon as reasonably practicable following any such allotment or (as the case may be) allotment and sale, the Company shall pay to the relative Warrantholder an amount equal to the consideration received by the Company therefor.

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SUMMARY OF TERMS AND CONDITIONS OF THE WARRANTS

APPENDIX

13. WINDING-UP OF THE COMPANY

The Instrument contains provisions relating to the winding-up of the Company.

If an effective resolution is passed during the Subscription Period for the voluntary winding-up of the Company, then:

• (a) if such winding-up is for the purpose of reconstruction or amalgamation pursuant to a scheme of arrangement to which the Warrantholders, or some persons designated by them for such purpose by Special Resolution, shall be a party or in conjunction with which a proposal is made to the Warrantholders and is approved by Special Resolution, the terms of such scheme of arrangement or (as the case may be) proposal shall be binding on all Warrantholders; and

• (b) in any other case, every Warrantholder (or in the case of joint Warrantholders, the Warrantholder whose name stands first in the register of Warrantholders in respect of the Warrant held by such joint Warrantholders) shall be entitled at any time within six weeks after the passing of such resolution by irrevocable surrender of his Warrant certificate(s) to the Registrar with the Subscription Form(s) (as defined in the Instrument) duly completed, together with payment of the Exercise Moneys (or the relative portion thereof), to elect to be treated as if he had immediately prior to the commencement of such winding-up exercised such of the Subscription Rights represented by such Warrant(s) as are specified in the Subscription Form(s) submitted by him and had on such date been the holder of the Shares to which he would have become entitled pursuant to such exercise and the Company and the liquidator of the Company shall give effect to such election accordingly. The Company shall give notice to the Warrantholders of the passing of any such resolution within seven days after the passing thereof and such notice shall contain a reminder to Warrantholders with respect to their rights under this sub-paragraph (b) (to the extent applicable).

Subject to the foregoing, if the Company is wound up, all Subscription Rights which have not been exercised at the date of the passing of such resolution shall lapse and Warrant certificates will cease to be valid for any purpose.

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APPENDIX SUMMARY OF TERMS AND CONDITIONS OF THE WARRANTS

14. NOTICES

The Instrument contains provisions relating to notices to be given to Warrantholders.

• (a) every Warrantholder shall register with the Company an address either in Hong Kong or elsewhere to which notices to be given to such Warrantholder are to be sent and if any Warrantholder shall fail so to do notice may given to such Warrantholder by sending the same in any of the manners hereinafter mentioned to his last known place of business or residence or, if there be none, by posting the same for three days at the principal place of business or principal office of the Company in Hong Kong;

• (b) a notice may be given be delivery, prepaid letter (airmail in the case of an overseas address), or alternatively, a notice may be given by paid advertisement published in English in at least one English language newspaper in Hong Kong and in Chinese in at least one Chinese language newspaper in Hong Kong; and

• (c) all notices with respect to any Warrant standing in the names of joint holders shall be given to whichever of such persons is named first in the Register and notice so given shall be sufficient notice to all the joint holders of such Warrant.

15. GOVERNING LAW

The Instrument and the Warrants are governed by and will be construed in accordance with the laws of Hong Kong.

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NOTICE OF SPECIAL GENERAL MEETING

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(Incorporated in Bermuda with limited liability)

(Stock Code: 1141)

NOTICE OF SPECIAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that a special general meeting (the “Meeting”) of Skyway Securities Group Limited (the “Company”) will be held at Plaza 3, Lower Lobby, Novotel Century Hong Kong, 238 Jaffe Road, Wanchai, Hong Kong on Wednesday, 13 January 2016 at 11:00 a.m. for the purpose of considering and, if thought fit, passing with or without amendments, the following resolution of the Company:

ORDINARY RESOLUTION

“THAT conditional upon The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) granting the listing of and permission to deal in the Warrants (as defined below) and the new shares of the Company (the “Shares”) which may fall to be issued upon the exercise of the subscription rights attaching to the Warrants, the directors of the Company (the “Directors”) be and are hereby authorised:

• (a) to create and issue warrants (the “Warrants”) conferring rights to subscribe for Shares exercisable at any time during a period of twelve months commencing from the date of issue of the Warrants, at an initial subscription price of $0.10 per Share, subject to adjustment and subject to the terms and conditions set out in the warrant instrument (a copy of which marked “A” has been produced to the meeting and signed for the purposes of identification by the Chairman of the meeting) (the “Instrument”) and to issue such Warrants by way of bonus to holders of Shares whose names appear on the register of members of the Company as at the close of business on 28 January 2016 (or such other date as may be determined by the board of Directors) (the ‘‘Record Date’’), in the proportion of one (1) Warrant for every five (5) existing issued Shares held at such time (the “Bonus Warrant Issue”) and to do all such acts and things as the Directors consider necessary or expedient to give effect to the foregoing arrangements, provided that:

* For identification purposes only

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NOTICE OF SPECIAL GENERAL MEETING

• (i) in the case where the address of any shareholder as shown on the register of members of the Company at the close of business on the Record Date is outside Hong Kong (the “Overseas Shareholders”), and upon enquiry pursuant to Rule 13.36(2) of the Rules Governing the Listing of Securities on the Stock Exchange the Directors are of the view that it is necessary and expedient to exclude to Overseas Shareholders, the Warrants shall not be issued to such Overseas Shareholders (the “Excluded Overseas Shareholders”) but shall be aggregated and issued to a nominee to be named by the Directors and such Warrants shall be sold as soon as practicable after dealing in the Warrants commences and the net proceeds of sale, after deduction of expenses, shall be distributed pro rata to the relevant Excluded Overseas Shareholders unless the amount falling to be distributed to any such Excluded Overseas Shareholders is less than HK$100, in which case such amount shall be retained for the benefit of the Company;

• (ii) no fractional entitlements to the Warrants shall be issued but the fractional entitlements shall be aggregated and sold for the benefit of the Company; and

• (b) as a specific mandate to the Directors, to allot and issue new Shares upon the exercise of the subscription rights attaching to the Warrants or any of them at an initial exercise price of HK$0.10 per Share in accordance with the terms and conditions of the Instrument; and

• (c) the Directors be and are authorised to do all acts and things as may be necessary and expedient in connection with the Bonus Warrant Issue including but not limited to the issue of the Warrants, adjusting the amount to be capitalised out of the share premium account and the number of Warrants to be issued and distributed in the manner referred to in paragraph (a) of this resolution and the issue of the new Shares falling to be issued upon the exercise of the subscription rights attaching to the Warrants and to agree with such variation, amendment or waiver as, in the opinion of the Directors, in the interests of the Company and its shareholders as a whole.”

By order of the Board

Skyway Securities Group Limited Suen Yick Lun Philip Acting Chairman and Managing Director

Hong Kong, 23 December 2015

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NOTICE OF SPECIAL GENERAL MEETING

Notes:

1. Any member of the Company entitled to attend and vote at the Meeting shall be entitled to appoint another person as his/her proxy to attend and vote instead of him/her. A member who is the holder of two or more shares may appoint more than one proxy to represent him/her and vote on his/her behalf at the Meeting. A proxy need not be a member of the Company. On a poll, votes may be given either personally or by proxy.

2. The instrument appointing a proxy shall be in writing under the hand of the appointer or of his attorney duly authorised in writing or, if the appointer is a corporation, either under its seal or under the hand of an officer, attorney or other person authorised to sign the same.

3. To be valid, the instrument appointing a proxy and (if required by the Board) the power of attorney or other authority (if any) under which it is signed, or a notarially certified copy of such power or authority, shall be delivered to the Company’s branch share registrar in Hong Kong, Tricor Tengis Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong not less than 48 hours before the time appointed for holding of the Meeting or any adjournment thereof.

4. No instrument appointing a proxy shall be valid after expiration of 12 months from the date named in it as the date of its execution, except at an adjourned meeting or on a poll demanded at the Meeting or any adjournment thereof in cases where the Meeting was originally held within 12 months from such date.

5. Where there are joint holders of any shares, any one of such joint holders may vote at the Meeting, either in person or by proxy, in respect of such share as if he/she were solely entitled thereto, but if more than one of such joint holders be present at the Meeting, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders, and for this purpose, seniority shall be determined by the order in which the names stand in the register of members of the Company in respect of the joint holding.

6. Completion and delivery of an instrument appointing a proxy shall not preclude a member from attending and voting in person at the Meeting if the member so wish and in such event, the instrument appointing a proxy should be deemed to be revoked.

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