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

Apr 6, 2017

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 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.

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(Incorporated in Bermuda with limited liability)

(Stock Code: 1141)

(1) SHARE PREMIUM CANCELLATION

(2) PROPOSED CHANGE OF COMPANY NAME AND

(3) NOTICE OF SGM

A notice convening a special general meeting (the “SGM”) of the Company to be held at Units 6601A and 6607–6608 on Level 66 of International Commerce Centre, 1 Austin Road West, Kowloon, Hong Kong on 28 April 2017 at 11:00 a.m. is set out on pages 10 to 12 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 and transfer office 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 (i.e. 11:00 a.m. on 26 April 2017) 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.

6 April 2017

* For identification purposes only

CONTENTS

	Page
Definitions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Expected Timetable. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Letter from the Board. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Notice of SGM. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10

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DEFINITIONS

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

• “associate”

• has the same meaning ascribed to it under the Listing Rules

• “Board” the board of Directors

• “Change of Company Name”

• the proposal to change the English name of the Company from “Skyway Securites Group Limited” to “CMBC Capital Holdings Limited” and to adopt the Chinese name “民銀資本控股有限公司” as the secondary name of the Company to replace its existing Chinese name “天順證券集團有限公 司” which was formerly adopted for identification purpose only

• “Companies Act” the Companies Act 1981 of Bermuda (as revised from time to time)

• “Company” Skyway Securities Group Limited, a company incorporated in Bermuda with limited liability, the Shares are listed on the Main Board of the Stock Exchange with the stock code 1141

• “connected person” has the meaning ascribed to it in the Listing Rules

• “Group”

• the Company and its subsidiaries

• “Hong Kong”

• the Hong Kong Special Administrative Region of the PRC

• “Joint Announcement”

• the joint announcement of the Company and CMBC International Investment Limited (民銀國際投資有限 公司), a company incorporated in the British Virgin Islands, dated 8 March 2017 in relation to, among others, the Share Premium Cancellation, the Special Dividend

• “Latest Practicable Date”

• 5 April 2017, being the latest practicable date prior to the printing of this circular for the purpose of ascertaining certain information for inclusion in this circular

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DEFINITIONS

“Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange “PRC” the People’s Republic of China “SFC” the Securities and Futures Commission “SFO” the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong), as amended from time to time “SGM” a special general meeting of the Company to be convened for the purpose of considering and, if thought fit, approving, among other things, the Share Premium Cancellation, the Change of Company Name and the transactions contemplated thereunder “Shares” the ordinary shares of HK$0.01 each in the share capital of the Company “Shareholder(s)” holder(s) of Shares “Share Premium Account” the share premium account of the Company “Share Premium Cancellation” the proposed cancellation of the entire amount standing to the credit of the Share Premium Account of the Company “Stock Exchange” The Stock Exchange of Hong Kong Limited “Takeovers Code” the Hong Kong Code on Takeovers and Mergers “HK$” Hong Kong dollars, the lawful currency of Hong Kong “%” per cent.

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EXPECTED TIMETABLE

Set out below is the expected timetable in respect of the Share Premium Cancellation.

Latest time for lodging transfer of shares to qualify for attendance and voting at the SGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .4:30 p.m. on 24 April 2017 Closure of register of members of the Company for determination of entitlement to attend and vote at the SGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25 April to 28 April 2017 Latest Time for return of proxy form of SGM. . . . . . . . . . . . . . . . . . . . . . .11:00 a.m. on 26 April 2017 Date and time of SGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .11:00 a.m. on 28 April 2017 Publish the poll result announcement of the SGM . . . . . . . . . . . . . . . . . . . 28 April 2017 Share Premium Cancellation becoming effective. . . . . . . . . . . . . . . . . . . . . 28 April 2017

The expected timetable for the Share Premium Cancellation set out above is for indicative purposes only and it has been prepared on the assumption that all the conditions of the Share Premium Cancellation 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.

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LETTER FROM THE BOARD

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(Incorporated in Bermuda with limited liability)

(Stock Code: 1141)

Executive Directors:

Ms. Lin Yuehe (Chairlady) Mr. Wang Haixiong (Chief Executive Officer)

Independent non-executive Directors:

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

Registered office: Clarendon House 2 Church Street Hamilton HM11 Bermuda

Head office and principal place of business in Hong Kong: Units 6601A and 6607-6608 Level 66, Int’l Commerce Centre 1 Austin Road West Kowloon, Hong Kong

6 April 2017

To the Shareholders

Dear Sir or Madam,

(1) SHARE PREMIUM CANCELLATION

(2) PROPOSED CHANGE OF COMPANY NAME AND (3) NOTICE OF SGM

INTRODUCTION

Reference is made to the Joint Announcement and the announcement of the Company dated 24 March 2017 in relation to, among others, the Share Premium Cancellation and the Change of Company Name.

The purpose of this circular is to provide you with the information relating to (i) the Share Premium Cancellation; (ii) the Change of Company Name; and (iii) the notice of SGM.

* For identification purposes only

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LETTER FROM THE BOARD

SHARE PREMIUM CANCELLATION

The Board announces that the Company proposes to effect the Share Premium Cancellation by way of cancellation of the entire amount standing to the credit of the Share Premium Account of the Company. As at 30 September 2016, based on the unaudited interim financial statements of the Company, the amount standing to the credit of the share premium account of the Company was approximately HK$2,968 million.

Pursuant to the Share Premium Cancellation, it is proposed that the entire amount standing to the Share Premium Account of the Company be cancelled, with the entire credit arising therefrom be transferred to the contributed surplus account of the Company (such term as defined in the Companies Act).

Other than the necessary expenses to be incurred in relation to the implementation of the Share Premium Cancellation, the Board considers that the implementation will not affect the underlying assets, business operations, management or financial position of the Company.

Conditions

The Share Premium Cancellation is conditional upon:

• (a) the passing of the necessary resolution(s) by the Shareholders at the SGM to approve the Share Premium Cancellation and the transactions contemplated thereunder;

• (b) compliance by the Company with the requirements of the Companies Act regarding the Share Premium Cancellation including the publication of a notice in relation to the Share Premium Cancellation in Bermuda in accordance with section 46(2) of the Companies Act; and

• (c) as of the date when the Share Premium Cancellation is approved by the Shareholders at the SGM and becomes effective, there are no reasonable grounds for believing the Company is, or after the Share Premium Cancellation would be, unable to pay its liabilities as they fall due.

Subject to fulfillment of the conditions set out above, the Share Premium Cancellation is expected to become effective on the date of passing the resolution(s) by the Shareholders at the SGM to approve the Share Premium Cancellation.

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LETTER FROM THE BOARD

Reasons for the Share Premium Cancellation

Under the Companies Act, amounts standing to the credit of the share premium account of a Bermuda company may only be applied for the purposes expressly permitted under section 40(2) of the Companies Act. Pursuant to section 54 of the Companies Act, a Bermuda company may pay dividends or distributions to its members out of contributed surplus if there are no reasonable grounds for believing that (a) the company is, or after the payment of dividend or distribution would be, unable to pay its liabilities as they become due or (b) the realizable value of the Company’s assets would thereby be less than its liabilities. Upon the Share Premium Cancellation becoming effective, the Company will have greater flexibility to declare dividends to the Shareholders, including but not limited to the Distribution (as defined in the Joint Announcement) and the Special Dividend (as defined in the Joint Announcement). As such, the Directors consider that the Share Premium Cancellation is in the interests of the Company and the Shareholders as a whole.

To the best of the Directors’ knowledge, information and belief, no Shareholders have a material interest in the Share Premium Cancellation and no Shareholders shall have to abstain from voting at the SGM in respect of the resolution(s) approving the Share Premium Cancellation.

PROPOSED CHANGE OF COMPANY NAME

Reference is made to the announcement of the Company dated 24 March 2017 in relation to the proposed Change of Company Name. The Board proposes to change the English name of the Company from “SKYWAY SECURITIES GROUP LIMITED” to “CMBC CAPITAL HOLDINGS LIMITED” and to adopt the Chinese name “民銀資本控 股有限公司” as the secondary name of the Company to replace its existing Chinese name “天順證券集團有限公司” which was formerly adopted for identification purpose only.

Conditions of the proposed Change of Company Name

The proposed Change of Company Name is conditional upon the following conditions having been satisfied:

• (i) the passing of a special resolution by the Shareholders at the SGM to approve the proposed Change of Company Name;

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LETTER FROM THE BOARD

• (ii) the Registrar of Companies in Bermuda approving the proposed new English name and the translated name of the dual foreign name in Chinese of the Company; and

• (iii) the Sale and Purchase Completion (as defined in the Joint Announcement) and the Subscription Completion (as defined in the Joint Announcement)

None of the above conditions can be waived.

The relevant filings with the Registrar of Companies in Bermuda will be made after passing of the special resolution at the SGM and the Sale and Purchase Completion (as defined in the Joint Announcement) and the Subscription Completion (as defined in the Joint Announcement). The proposed Change of Company Name will take effect from the date on which the Registrar of Companies in Bermuda enters the new name on the register of companies and issues a certificate of incorporation on change of name.

The Company will then carry out all necessary filing procedures with the Companies Registry in Hong Kong.

In addition, subject to the confirmation of the Stock Exchange, the stock short name for trading in the Shares will also be changed after the proposed Change of Company Name has become effective.

Reasons for the Change of Company Name

In order to reflect the business development of the Group, in particular, the business development of the Remaining Group (as defined in the Joint Announcement) after the Sale and Purchase Completion (as defined in the Joint Announcement) and the Subscription Completion (as defined in the Joint Announcement), the Board proposes the proposed Change of Company Name. The Board is of the view that the Proposed Change of Company Name will provide the Company with a more appropriate corporate image and identity, and is in the interests of the Company and the Shareholders as a whole.

To the best of the Directors’ knowledge, information and belief, no Shareholders have a material interest in the proposed Change of Company Name and no Shareholders shall have to abstain from voting at the SGM in respect of the resolution(s) approving the proposed Change of Company Name.

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LETTER FROM THE BOARD

Effects of the Change of Company Name

The Change of Company Name will not affect any of the rights of the existing Shareholders. Other than the change to the English stock short name and the Chinese stock short name to be announced by the Company following the Change of Company Name becoming effective, the trading arrangements for the Shares on the Stock Exchange will not be affected. After the Change of Company Name becomes effective, any new issue of share certificates will be issued in the new English name and the new Chinese name of the Company. All existing share certificates of the Company in issue bearing the existing name of the Company will, after the Change of Company Name becomes effective, remain to be evidence of title to the Shares and will continue to be valid for trading, settlement and registration purposes. Accordingly, there will not be any arrangement for free exchange of the existing share certificates of the Company for new share certificates bearing the new names of the Company.

SGM

The SGM will be held for the purpose of considering and, if thought fit, approving the resolutions approving the Share Premium Cancellation and the Change of Company Name by way of poll at the SGM. To the best of the Directors’ knowledge, information and belief, no Shareholders have a material interest in the Share Premium Cancellation and the proposed Change of Company Name and no Shareholders shall have to abstain from voting at the SGM in respect of the resolution(s) approving the Share Premium Cancellation and the proposed Change of Company Name.

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 and transfer office 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 (i.e. at 11:00 a.m. on 26 April 2017) 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.

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LETTER FROM THE BOARD

The register of members of the Company will be closed from 25 April 2017 to 28 April 2017, both days inclusive, during which period no transfer of Shares will be registered. In order to determine the identity of Shareholders who are entitled to attend and vote at the SGM, all Share 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.

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.

RECOMMENDATIONS

The Directors consider the Share Premium Cancellation and the Change of the Company Name 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 special resolutions as set out in the notice of SGM.

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

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NOTICE OF SGM

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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 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 11:00 a.m. for the purpose of considering and, if thought fit, passing with or without amendments, the following resolutions of the Company:

SPECIAL RESOLUTIONS

1. “THAT:

2. (a) subject to compliance with section 46(2) of the Companies Act 1981 of Bermuda and with effect immediately upon the date of passing of this special resolution, the entire amount standing to the credit of the share premium account of the Company as at 30 September 2016 be cancelled (the “Share Premium Cancellation”) and the directors of the Company (the “Directors”) be and are hereby authorised to transfer the credit arising from the Share Premium Cancellation to the contributed surplus account of the Company and to utilize the credit arising therefrom by the Directors in accordance with the bye-laws of the Company (the “Bye-laws”) and all applicable laws;

3. (b) the Directors be and are hereby authorised to apply the amount standing to the credit of the Company’s contributed surplus account in any manner permitted by the applicable laws of Bermuda and the Bye-Laws, including, but not limited to effecting, as applicable, any distribution and/or dividend; and

4. (c) the Directors be and are hereby authorised to do all such acts and things and execute all documents which they consider necessary, desirable or expedient for the implementation of and giving effect of the Share Premium Cancellation and the transactions contemplated thereunder as set out in the foregoing resolution above.”

* For identification purposes only

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NOTICE OF SGM

1. “THAT subject to and conditional upon, among others, the approval of the Registrar of Companies in Bermuda being obtained, the English name of the Company be and is hereby changed from “Skyway Securities Group Limited” to “CMBC Capital Holdings Limited”, and a new Chinese name “民銀資本控股有限 公司” be adopted as the Chinese secondary name of the Company to replace the Chinese name “天順證券集團有限公司” (which was adopted for identification purposes only) with effect from the date of entry of the new English and Chinese names on the register maintained by the Registrar of Companies in Bermuda, and that the Directors of the Company be and are hereby authorised to do all such acts, deeds and things and execute all documents they consider necessary or expedient to give effect to the aforesaid change of name of the Company.”

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

Hong Kong, 6 April 2017

Registered office

Clarendon House 2 Church Street Hamilton HM11 Bermuda

Head office and principal place of business in Hong Kong: Units 6601A and 6607-6608 Level 66, Int’l Commerce Centre 1 Austin Road West Kowloon, Hong Kong

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 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.

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NOTICE OF SGM

1. 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 11:00 a.m. on 26 April 2017) or any adjournment thereof.

2. 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.

3. 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.

4. 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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