WS-SK Target Group Limited — Proxy Solicitation & Information Statement 2019

Nov 15, 2019

THIS SUPPLEMENTAL CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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

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

If you have sold or transferred all your Shares in SK Target Group Limited (the “ Company ”), you should at once hand this supplemental circular, together with the enclosed Second Proxy Form , to the purchaser(s) or transferee(s) or to the bank, stockbroker, registered dealer in securities or other agents through whom the sale or transfer was effected for transmission to the purchaser(s) or transferee(s).

SK TARGET GROUP LIMITED 瑞強集團有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 8427)

SUPPLEMENTAL CIRCULAR TO THE CIRCULAR TO SHAREHOLDERS DATED 30 AUGUST 2019 RE-ELECTION OF DIRECTORS AND SUPPLEMENTAL NOTICE OF 2019 ANNUAL GENERAL MEETING

This supplemental circular should be read together with the circular to the shareholders of the Company dated 30 August 2019 (the “ Circular ”). The notice convening the 2019 annual general meeting of the Company (the “ 2019 AGM ”) dated 30 August 2019 was set out on pages 19 to 22 of the Circular (the “ 2019 AGM Notice ”). A supplemental notice of the 2019 AGM (the “ Supplemental 2019 AGM Notice ”), which should be read in conjunction with the 2019 AGM Notice, is set out on pages 8 to 9 of this supplemental circular.

Whether or not you intend to attend and/or vote at the 2019 AGM in person, you are requested to complete and return the accompanying new form of proxy(the “ Second Proxy Form ”) in accordance with the instructions printed thereon to the Company’s branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited at Level 54 Hopewell Centre, 183 Queen’s Road East, Hong Kong as soon as possible and in any event not later than 48 hours before the time of the 2019 AGM or any adjournment thereof. Completion and return of the Second Proxy Form shall not preclude you from attending and voting in person at the 2019 AGM or any adjournment thereof should you so wish.

15 November 2019

CONTENTS

	Page
Definitions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Appendix — Biographical details of the additional retiring Director proposed
to be re-elected at the 2019 Annual General Meeting . . . . . . . . .	7
Supplemental Notice of 2019 Annual General Meeting. . . . . . . . . . . . . . . . . . . . .	8

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DEFINITIONS

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

• “2019 AGM”

• the annual general meeting of the Company to be held at 3:00 p.m. on Monday, 25 November 2019 at Room 101, 1/F, Chung Nam Building, 1 Lockhart Road, Wanchai, Hong Kong

• “Announcement”

• the announcement of the Company dated 16 September 2019 in relation to, among others, the appointment of Executive Director

• “Board”

the Board of Directors

• “Circular”

• the circular of the Company dated 30 August 2019 in respect of the matters to be considered at the 2019 AGM

• “Company”

• SK Target Group Limited 瑞強集團有限公司 , a company incorporated in the Cayman Islands with limited liability, the issued Shares of which are listed on the GEM (stock code 8427)

• “Director(s)” the director(s) of the Company

• “First Proxy Form”

• the proxy form which was sent to Shareholders on 30 August 2019 together with the Circular

• “GEM”

• the GEM of the Stock Exchange

• “GEM Listing Rules”

• the Rules Governing the Listing of Securities on the GEM

• “Group”

• the Company and its subsidiaries

• “HK$” and “cents”

• Hong Kong Dollars and cents, the lawful currency of Hong Kong

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

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DEFINITIONS

• “Latest Practicable Date” 15 November 2019, being the latest practicable date prior to the printing of this supplemental circular for ascertaining certain information contained in this circular

• “PRC” the People’s Republic of China, which shall exclude Hong Kong, the Macau Special Administrative Region and Taiwan for the purpose of this circular

• “Second Proxy Form” the new form of proxy sent together with this supplemental circular

• “Share(s)” the ordinary share(s) of HK$0.01 each in the share capital of the Company

• “Shareholder(s)” the holder(s) of the Share(s) “Stock Exchange” The Stock Exchange of Hong Kong Limited “Substantial Shareholder(s)” has the meaning ascribed to this term under the GEM Listing Rules

• “%” per cent

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LETTER FROM THE BOARD

SK TARGET GROUP LIMITED 瑞強集團有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 8427)

Executive Directors Mr. Loh Swee Keong Mr. Deng Rongkai

Independent Non-executive Directors Mr. Yau Ka Hei Mr. Ma, She Shing Albert Mr. Chu Kin Ming

Registered Office in the Cayman Islands Clifton House, 75 Fort Street P O Box 1350 Grand Cayman KY1-1108 Cayman Islands Headquarter and principal place of business in Malaysia 18, Jalan LP 2A/2 Taman Lestari Perdana 43300 Seri Kembangan Selangor, Darul Ehsan Malaysia Principal place of business in Hong Kong Room 101, 1/F Chung Nam Building, 1 Lockhart Road, Wanchai, Hong Kong 15 November 2019

To the Shareholders,

Dear Sirs or Madams,

SUPPLEMENTAL CIRCULAR TO THE CIRCULAR TO SHAREHOLDERS DATED 30 AUGUST 2019 RE-ELECTION OF DIRECTORS AND

SUPPLEMENTAL NOTICE OF 2019 ANNUAL GENERAL MEETING

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LETTER FROM THE BOARD

INTRODUCTION

Reference is made to the Announcement.

The supplemental circular should be read together with the Circular which contains, among others, the 2019 AGM Notice of which one of the agenda items is the re-election of Directors. The purpose of this supplemental circular is to provide you with further information in respect of the resolution to be proposed at the 2019 AGM for approving the re-election of the Directors at the 2019 AGM.

RE-ELECTION OF DIRECTORS

As at the Latest Practicable Date, the Board consists of two Executive Directors, namely Mr. Loh Swee Keong (Chairman and Chief Executive Officer) and Mr. Deng Rongkai, and three Independent Non-executive Directors namely Mr. Yau Ka Hei, Mr. Chu Kin Ming and Mr. Ma, She Shing Albert.

Subsequent to the despatch of the Circular and as disclosed in the Announcement, Mr. Deng Rongkai was appointed as an Executive Director of the Company with effect from 16 September 2019. In accordance with Article 112 of the Articles of the Company, Mr. Deng Rongkai shall hold office only until the next following general meeting of the Company after his appointment and shall then be eligible for re-election at that meeting. Accordingly, Mr. Deng Rongkai shall retire from office as Executive Director at the 2019 AGM and being eligible, offer himself for re-election.

As a result, there are now three retiring Directors standing for re-election as Directors at the 2019 AGM. The resolution relating to the re-election of Mr. Deng Rongkai as Executive Director will be proposed under item 2 of the Supplemental 2019 AGM Notice.

Biographical details of Mr. Deng Rongkai are set out in the appendix to this supplemental circular.

SECOND PROXY FORM

Since the First Proxy Form does not contain the proposed resolution for the reelection of Mr. Deng Rongkai as Executive Director, the Second Proxy Form has been prepared and is enclosed with this supplemental circular.

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LETTER FROM THE BOARD

You are requested to complete the Second Proxy Form in accordance with the instructions printed thereon and return the completed Second Proxy Form to the Company’s branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong not less than 48 hours before the time appointed for the holding of the 2019 AGM or any adjourned meeting. Shareholders who have appointed or intend to appoint proxies to attend the 2019 AGM are requested to pay particular attention to the following arrangement in relation to the completion and submission of the Second Proxy Form:

A Shareholder who has not yet lodged the First Proxy Form with the Company’s branch share registrar and transfer office in Hong Kong is requested to lodge the Second Proxy Form if he/she wishes to appoint proxies to attend and vote at the 2019 AGM on his/her behalf. In this case, the First Proxy Form should not be lodged with the Company’s branch share registrar and transfer office in Hong Kong.

A Shareholder who has already lodged the First Proxy Form with the Company’s branch share registrar and transfer office in Hong Kong should note that:

• (i) If no Second Proxy Form is lodged with the Company’s branch share registrar and transfer office in Hong Kong, the First Proxy Form, if correctly completed, will be treated as a valid proxy form lodged by him/her. The proxy so appointed by the Shareholder will be entitled to cast the vote at his/her/its discretion or to abstain from voting on any resolution properly put to the 2019 AGM (including, if properly put, a resolution for the re-election of a Director as set out in this supplemental circular) except for the resolution to which the Shareholder has indicated his/her voting direction in the First Proxy Form.

• (ii) If the Second Proxy Form is lodged with the Company’s branch share registrar and transfer office in Hong Kong not less than 48 hours before the time appointed for the holding of the 2019 AGM or any adjourned meeting, the Second Proxy Form, if correctly completed, will revoke and supersede the First Proxy Form previously lodged by him/her/it. The Second Proxy Form will be treated as a valid proxy form lodged by the Shareholder.

• (iii) If the Second Proxy Form is lodged with the Company’s branch share registrar and transfer office in Hong Kong less than 48 hours before the time appointed for the holding of 2019 AGM or any adjourned meeting, or if lodged not less than 48 hours before the time appointed for the holding of 2019 AGM or any adjourned meeting but is incorrectly completed, the proxy appointment under the Second Proxy Form will be invalid. The

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LETTER FROM THE BOARD

proxy so appointed by the Shareholder under the First Proxy Form, if correctly completed, will be entitled to vote in the manner as mentioned in (i) above as if no Second Proxy Form was lodged with the Company’s branch share registrar and transfer office in Hong Kong. Accordingly, Shareholders are advised to complete the Second Proxy Form carefully and lodge the Second Proxy Form with the Company’s branch share registrar and transfer office in Hong Kong by not less than 48 hours before the time appointed for the holding of 2019 AGM or any adjourned meeting.

Shareholders are reminded that submission of the First Proxy Form and/or the Second Proxy Form shall not preclude Shareholders from attending the 2019 AGM or any adjourned meeting thereof and voting in person should they so wish. If you are a nonregistered Shareholder, i.e. your Shares are held through an intermediary (for example, a bank, custodian or securities broker) or registered in the name of your nominee, you will not receive the Second Proxy Form directly from the Company, and you will need to give instructions to your intermediary/nominee to vote on your behalf. If you wish to attend and vote at the 2019 AGM, you should seek authorisation to do so from your intermediary/ nominee directly.

RECOMMENDATION

The Directors consider the re-election of Mr. Deng Rongkai as Executive Director is in the best interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend the Shareholders to vote in favour of the relevant resolution to be proposed at the 2019 AGM.

GENERAL

Your attention is also drawn to the appendix to this supplemental circular.

MISCELLANEOUS

The English text of this supplemental circular shall prevail over the Chinese text for the purpose of interpretation.

Shareholders are advised to read this supplemental circular together with the Circular for information relating to the voting arrangement.

Yours faithfully,

By order of the Board

SK Target Group Limited

Loh Swee Keong

Chairman and Executive Director

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BIOGRAPHICAL DETAILS OF THE ADDITIONAL RETIRING DIRECTOR

APPENDIX

PROPOSED TO BE RE-ELECTED AT THE 2019 ANNUAL GENERAL MEETING

The Biographical details of the additional Director who will retire and, being eligible, offer himself for re-election at the 2019 AGM are set out below:

EXECUTIVE DIRECTOR

Mr. Deng Rongkai (“ Mr. Deng ”), aged 28, graduated from the 泉州師範學院 Quanzhou Normal University, Fujian Province, China with a Bachelor’s Degree in Sales and Marketing in 2014. Mr. Deng possess extensive experience in the fields of property development, sales and marketing and information technology. He is the president and a director of several private companies in Hong Kong, China and Malaysia, which include 福 建萬領匯和網絡科技有限公司 Fujian Wan Ling Hui He Network Technology Limited*, 港 恩（香港）有限公司 Gangen (Hong Kong) Co., Limited, Gang Cheng International Limited and Bona Development Sdn. Bhd.

Mr. Deng has entered into a service contract with the Company for a term of one year commencing from 16 September 2019, renewable automatically for successive terms of one year each commencing from the next day after the expiry of the then term of appointment under the service contract and, subject to retirement by rotation or re-election in accordance with the articles of association of the Company.

Mr. Deng is entitled to a Director’s fee of HK$30,000 per month. The remuneration of Mr. Deng has been determined with reference to the prevailing market condition, his role and responsibilities. Such remuneration has been recommended by the remuneration committee (“ Remuneration Committee ”) and approved by the Board and will be reviewed by the Remuneration Committee and the Board on an annual basis.

As at the date of this supplemental circular, Mr. Deng is not interested in any shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance (Cap. 571 of the Laws of Hong Kong).

Save as disclosed herein, Mr. Deng (i) does not have any relationship with any other Directors, supervisors, senior management, substantial shareholders or controlling shareholder of the Company; (ii) has not held any directorship in any other listed companies in the past three years, nor held any other positions in the Company and/or its subsidiaries; and (iii) there is no other information relating to his appointment that is required to be disclosed pursuant to any provisions under Rule 17.50(2) (h) to (v) of the GEM Listing Rules, nor is there any other matter that needs to be brought to the attention of shareholders of the Company pursuant to Rule 17.50(2)(w) of the GEM Listing Rules.

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SUPPLEMENTAL NOTICE OF 2019 ANNUAL GENERAL MEETING

SK TARGET GROUP LIMITED 瑞強集團有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 8427)

SUPPLEMENTAL NOTICE OF 2019 ANNUAL GENERAL MEETING

SUPPLEMENTAL NOTICE IS HEREBY GIVEN that the 2019 annual general meeting of SK Target Group Limited 瑞強集團有限公司 (the “ Company ”) will be held at 3:00 p.m. on Monday, 25 November 2019 at Room 101, 1/F, Chung Nam Building, 1 Lockhart Road, Wanchai, Hong Kong for considering and , if thought fit, passing, the following resolution of the Company in substitution of resolution no. 2 set out in the 2019 AGM Notice of the Company dated 30 August 2019:

ORDINARY RESOLUTION

1. to consider and approve, each as a separate resolution, if thought fit, the following resolutions:

2. (a) to re-elect Mr. Loh Swee Keong as Executive Director.

3. (b) to re-elect Mr. Ma, She Shing Albert as Independent Non-executive Director.

4. (c) to re-elect Mr. Deng Rongkai as Executive Director.

5. (d) to authorize the Board of Directors to fix the Directors’ remuneration.

By order of the Board

SK Target Group Limited Loh Swee Keong

Chairman and Executive Director

Hong Kong, 15 November 2019

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SUPPLEMENTAL NOTICE OF 2019 ANNUAL GENERAL MEETING

Notes:

1. For the purpose of determining the identity of the Shareholders entitled to attend and vote at the 2019 AGM, the register of members of the Company will be closed from Wednesday, 20 November 2019 to Monday, 25 November 2019, both days inclusive, during the period no transfer of Shares will be effected. All transfers accompanied by the relevant certificates must be lodged with the Company’s branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong for registration not later than 4:30 p.m. on Tuesday, 19 November 2019.

2. Any member of the Company entitled to attend and vote at the 2019 AGM is entitled to appoint proxy to attend and vote instead of him in accordance with the Articles of Association of the Company. A proxy need not be a member of the Company, but must be present in person to represent the member.

3. In the case of joint holders of Shares in the Company, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the vote(s) of the other joint holder(s), seniority being determined by the order in which names stand in the register of members.

4. The Second Proxy Form for use at the 2019 AGM is enclosed. Whether or not you intend to attend the 2019 AGM in person, you are encouraged to complete and return the Second Proxy Form in accordance with the instructions printed thereon. Completion and return of the Second Proxy Form shall not preclude you from attending and voting in person at the 2019 AGM or any adjournment thereof should they so wish.

5. In order to be valid, the Second Proxy Form, together with the power of attorney or other authority (if any) under which it is signed, or a certified copy thereof, must be lodged with the Company’s Hong Kong branch share registrar and transfer office, Tricor Investor Services Limited at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong not less than 48 hours before the time fixed for holding of the 2019 AGM.

6. With respect to resolution no. 2 of this supplemental notice, Mr. Loh Swee Keong, Mr. Ma, She Shing Albert and Mr. Deng Rongkai will retire and, being eligible, offer themselves for re-election at the meeting pursuant to article 108(a) and 112 of the Company’s Articles. Details of the additional retiring Director which are required to be disclosed under the Listing Rules are set out in the supplemental circular of the Company dated 15 November 2019.

7. As at the date of this supplemental notice, the Board comprises (i) two Executive Directors, namely Mr. Loh Swee Keong and Mr. Deng Rongkai; and (ii) three Independent Non-executive Directors, namely Mr. Yau Ka Hei, Mr. Chu Kin Ming and Mr. Ma, She Shing Albert.

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