PegBio Co., Ltd. — Proxy Solicitation & Information Statement 2017

Apr 9, 2017

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)

NOTICE OF SPECIAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that a special general meeting (the “Meeting”) of Skyway Securities Group Limited (the “Company”, together with its subsidiaries, the “Group”) will be held at Units 6601A and 6607-6608 on Level 66 of International Commerce Centre, 1 Austin Road West, Kowloon, Hong Kong on Friday, 28 April 2017 at 11:15 a.m. or immediately after the conclusion of the special general meeting which is to be held on the same day and at the same place at 11:00 a.m., whichever is earlier for the purpose of considering and, if thought fit, passing with or without amendments, the following resolutions of the Company:

ORDINARY RESOLUTIONS

1. “THAT:

   • (a) the conditional subscription agreement dated 7 March 2017 (the “Subscription Agreement”), a copy of which has been produced to the meeting and marked “A” and initialed by the chairman of the Meeting for the purpose of identification, and entered into among the Company as issuer and CMBC International Investment Limited (the “Offeror”) and Brilliant Decent Limited (“Brilliant Decent”, together with the Offeror as the “Subscribers”) as subscribers and Ms. Lin Yuehe as guarantor in relation to, among others, the subscription by the Subscribers and the allotment and issue of 26,950,000,000 new ordinary shares (each a “Subscription Share”) of HK$0.01 each in the share capital of the Company at the subscription price of HK$0.032 per Subscription Share (the “Subscription Price”) and the transactions contemplated thereunder (the “Subscription”), be and are hereby confirmed, approved and ratified;

* For identification purposes only

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• (b) subject to the fulfillment (or waiver, as appropriate) of the conditions of the Subscription Agreement, any one director (each a “Director”) of the Company be and is hereby authorised to exercise all the powers of the Company and to take all steps as might in his/her opinion be desirable or necessary in connection with the Subscription Agreement to, including and without limitation, allot and issue the Subscription Shares in favour of the Subscribers in accordance with the terms and conditions of the Subscription Agreement;

• (c) subject to The Stock Exchange of Hong Kong Limited granting the listing of, and permission to deal in, the Subscription Shares, the directors of the Company be and are hereby granted a specific mandate to allot and issue the Subscription Shares pursuant to the Subscription Agreement; and

• (d) any Director be and is hereby authorised to do such acts and things, to sign and execute all such further documents and to take such steps as he/she may consider necessary, appropriate, desirable or expedient to give effect to or in connection with the Subscription Agreement or any transactions contemplated thereunder and all other matters incidental thereto or in connection therewith, and to agree to and make such variations, amendments or waivers of any of the matters relating thereto or in connection therewith.”

1. “THAT, subject to and conditional upon, among others, the Share Premium Cancellation (as defined in the circular of the Company dated 6 April 2017) having becoming effective, the distribution in specie (the “Distribution”) in the following manner is and be hereby approved, confirmed and ratified:–

   • (a) all the issued shares of HK$0.01 each (the “CSPT Shares”) in the share capital of China Soft Power Technology Holdings Limited (“CSPT”) held by the Group be distributed to the qualifying shareholders of the Company (the “Qualifying Shareholders”) whose names appear on the register of members of the Company at the close of business on the record date (the “Record Date”) out of the contributed surplus account of the Company;

   • (b) all the issued shares of HK$0.001 each (the “FW Shares”) in the share capital of Future World Financial Holdings Limited (“Future World”) held by the Group be distributed to the Qualifying Shareholders whose names appear on the register of members of the Company at the close of business on the Record Date out of the contributed surplus account of the Company;

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• (b) for the overseas shareholder(s) whose registered address(es) in the Company’s register of members as at the Record Date is/are in place(s) where the Directors, after making enquiries, consider it necessary or expedient on account either of legal restrictions under the laws of the relevant place or the requirements of the relevant regulatory body or stock exchange in that place not to offer the CSPT Shares and the FW Shares to such overseas shareholder(s) (the “Excluded Shareholders”), arrangement will be made for the CSPT Shares and/or the FW Shares which would otherwise be distributed to the Excluded Shareholders to be sold by the Group with the net proceeds after deduction of all expenses and costs (if any) be distributed to the Excluded Shareholders; and

• (d) the Directors be and are hereby authorised to do all such acts and things, to sign and execute all documents on behalf of the Company in accordance with the bye-laws of the Company (the “Bye-laws”), including under seal where necessary, and to take such steps as they consider necessary, desirable or expedient to give effect to or in connection with the foregoing in respect of the Distribution and/or the transactions contemplated thereunder.”

1. “THAT, subject to and conditional upon, among others, the Share Premium Cancellation (as defined in the circular of the Company dated 6 April 2017) having becoming effective, the proposed special dividend of not less than HK$0.021 (the “Special Dividend”) for every Share held by the Shareholders on the Record Date out of the contributed surplus account of the Company and the transactions contemplated thereunder hereby approved, confirmed and ratified, and the Directors be and are hereby authorised to do all such acts and things, to sign and execute all documents on behalf of the Company in accordance with the Bye-laws, including under seal where necessary, and to take such steps as they consider necessary, desirable or expedient to give effect to or in connection with the foregoing in respect of the Special Dividend and/or the transactions contemplated thereunder.”

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1. “THAT:

   • (a) the conditional sale and purchase agreement (the “CSPT Disposal Agreement”) dated 28 November 2016 (as supplemented by the supplemental agreement (the “CSPT Supplemental Agreement”) dated 7 March 2017) and entered into between Gold Mission Limited, a subsidiary of the Company, as vendor (the “Vendor”) and Celestial Lodge Limited (the “Purchaser”), a subsidiary of CSPT as purchaser in relation to the sale and purchase of the entire equity interests of Sky Eagle Global Limited for a total consideration of HK$227,000,000 (a copy of the CSPT Disposal Agreement and the CSPT Supplemental Agreement is marked “B” and produced to the Meeting and signed by the chairman of the Meeting for identification purpose) and the transactions contemplated thereunder as a special deal under the Hong Kong code on Takeover and Mergers be and are hereby ratified, confirmed and approved; and

   • (b) any one or more of the Directors be and is/are hereby authorised to implement and take all steps and do all acts and things and execute all such documents (including under seal, where applicable) which he/she/ they consider(s) necessary, desirable or expedient to give effect to the CSPT Disposal Agreement, the CSPT Supplemental Agreement and the transactions contemplated thereunder 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 Lin Yuehe Chairlady

Hong Kong, 10 April 2017

Registered office Head office and principal place of Clarendon House business in Hong Kong: 2 Church Street Units 6601A and 6607-6608 Hamilton HM11 Level 66, Int’l Commerce Centre Bermuda 1 Austin Road West Kowloon, Hong Kong

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Notes:

1. The register of members of the Company will be closed for a period commencing from 25 April 2017 to 28 April 2017, both days inclusive, during which period no transfer of shares will be effected. In order to qualify for attending the meeting, all transfers accompanied by the relevant share certificates must be lodged with the Company’s branch share registrar and transfer office in Hong Kong, Tricor Tengis Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong not later than 4:30 p.m. on 24 April 2017.

2. 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, subject to the provisions of the bye-laws of the Company 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.

3. 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.

4. 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 and transfer office 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 (i.e. at 11:15 a.m. on 26 April 2017) or any adjournment thereof.

5. 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.

6. 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.

7. 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.

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

Executive Directors: Independent Non-executive Directors: Ms. Lin Yuehe (Chairlady) Mr. Chan Kwan Pak Mr. Wang Haixiong (Chief Executive Officer) Mr. Siu Gee Tai Mr. Siu Siu Ling Robert

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