PegBio Co., Ltd. — Board/Management Information 2017

Oct 26, 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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CMBC Capital Holdings Limited

(Incorporated in Bermuda with limited liability)

(Stock Code: 1141)

(1) POLL RESULTS OF THE SPECIAL GENERAL MEETING HELD ON 26 OCTOBER 2017 AND (2) APPOINTMENT OF DIRECTORS

The Board is pleased to announce that all the proposed ordinary resolutions as set out in the SGM Notice were duly passed by the Independent Shareholders and the Shareholders respectively at the SGM held on Thursday, 26 October 2017 by way of poll.

References are made to the notice of the special general meeting (the “ SGM Notice ”) and the circular (the “ Circular ”) of CMBC Capital Holdings Limited (the “ Company ”) both dated 10 October 2017. Unless the context otherwise requires, terms used herein shall have the same meanings as defined in the Circular.

The Board is pleased to announce that all the proposed ordinary resolutions as set out in the SGM Notice were duly passed by the Independent Shareholders and the Shareholders respectively at the special general meeting of the Company (the “ SGM ”) held on Thursday, 26 October 2017 by way of poll.

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Details of the poll results of the SGM are set out as follows:

	Ordinary Resolutions(Note)
	1.To approve the Service Agreement and the transactionscontemplated thereunder, and the Proposed Annual Caps.
	2.To appoint Mr. DING Zhisuo (丁之鎖) as an executiveDirector of the Company and authorise the Board to fixhis remuneration.
	3.To appoint Mr. NG Hoi Kam (吳海淦) as an executiveDirector of the Company and authorise the Board to fixhis remuneration.

Note: The full text of the above ordinary resolutions is set out in the SGM Notice dated 10 October 2017.

As at the date of the SGM, the total number of issued Shares was 45,778,757,729 Shares, which was the total number of Shares entitling the holders to attend and vote on the proposed ordinary resolutions numbered 2 and 3 at the SGM. There were no restrictions on the Shareholders to cast votes on any of the ordinary resolutions numbered 2 and 3 proposed at the SGM.

CMBC Investment and its associates (who, together were interested in 27,568,649,093 Shares as at the date of the SGM, representing approximately 60.22% of the total issued share capital of the Company) were required under the Listing Rules to abstain, and had abstained, from voting on the proposed resolution numbered 1 at the SGM. Excluding the Shares held by CMBC Investment and its associates, the total number of Shares entitling the Independent Shareholders to attend and vote for or against the proposed resolution numbered 1 at the SGM was 18,210,108,636 Shares.

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Save as disclosed above, there were no Shares entitling the holders to attend and abstain from voting in favour of the ordinary resolutions at the SGM as set out in Rule 13.40 of the Listing Rules. There were no Shares requiring the holders to abstain from voting at the SGM under the Listing Rules. None of the Shareholders has stated their intention in the Circular to vote against or to abstain from voting on any of the resolutions at the SGM.

Tricor Tengis Limited, the Company’s branch share registrar in Hong Kong, acted as the scrutineer for the vote-taking at the SGM.

APPOINTMENT OF DIRECTORS

The Board is pleased to announce that Mr. DING Zhisuo (“ Mr. Ding ”) and Mr. NG Hoi Kam (“ Mr. Ng ”) have been appointed as the executive Directors with effect from 26 October 2017.

The biography and other details of Mr. Ding and Mr. Ng are set out below:

Mr. DING Zhisuo

Mr. DING Zhisuo (丁之鎖), aged 51. Mr. Ding has extensive experience in investment banking industry. From July 1994 to January 2001, Mr. Ding has served as a senior staff, deputy director and director of the Management Information Department of Industrial and Commercial Bank of China Limited. From January 2001 to September 2007 and from December 2011 to July 2017, Mr. Ding had worked for China Huarong Asset Management Co. Ltd., a company whose shares are listed on the Stock Exchange (Stock Code: 2799), where he had served as the vice general manager and the general manager at the research and development department, assessment consulting department, the Shanghai office, the securities business department, the development and planning department and the operations evaluation department. From September 2007 to December 2011, Mr. Ding has served as the general manager of Huarong Securities Co., Ltd. (華融證券股份有限公司), a subsidiary of China Huarong Asset Management Co. Ltd. and principally engaged in the securities business. Mr. Ding joined China Minsheng in July 2017.

Mr. Ding graduated from the Chinese Academy of Social Sciences and holds a doctorate degree in economy and political science.

Mr. NG Hoi Kam

Mr. NG Hoi Kam (吳海淦), aged 43, is the deputy general manager of the Group. Mr. Ng has over 20 years of experience in the investment banking and financial industry focusing on the areas of initial public offerings, mergers and acquisitions, corporate restructuring and other financial advisory services to listed companies and listing applicants in Hong Kong. He has

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led a number of capital markets deals in various sectors including healthcare, technology, utilities and financial, as well as large-scale and complicated merger and acquisition deals including those involving state-owned enterprises of the PRC.

Mr. Ng served as the managing director of corporate finance in Haitong International Capital Limited before joining the Group in September 2017. From July 1997 to December 2000, he worked in Arthur Anderson & Co (now known as PricewaterhouseCoopers).

Mr. Ng is a member of the Hong Kong Institute of Certified Public Accountants. He received his Master of Economics from the University of Hong Kong and Bachelor of Business Administration from the Chinese University of Hong Kong.

Mr. Ng is a Responsible Officer of type 6 regulated activity of CMBC International Capital Limited, a company licensed by the SFC to carry out type 1 (dealing in securities) and type 6 (advising on corporate finance) regulated activities, and whose total issued share capital will be acquired by the Company from CMBCI pursuant to an acquisition agreement dated 27 July 2017.

Save as disclosed above, each of Mr. Ding and Mr. Ng did not hold any directorship in any other listed companies in the past three years or take up any position in any member of the Group, nor does Mr. Ding or Mr. Ng has any relationship with any other Director, senior management, substantial Shareholder or controlling Shareholder. Furthermore, Mr. Ding and Mr. Ng do not have any equity interest in the Company within the meaning of Part XV of the SFO.

Save as disclosed above, there is no other information relating to the proposed appointment of Mr. Ding and Mr. Ng that shall be disclosed pursuant to Rule 13.51(2)(h) to (v) of the Listing Rules nor any matters which need to be brought to the attention of the Shareholders.

By order of the Board CMBC Capital Holdings Limited Li Jinze Chairman

Hong Kong, 26 October 2017

As at the date of this announcement, the executive Directors are Mr. Li Jinze, Mr. Ding Zhisuo and Mr. Ng Hoi Kam, the non-executive Directors are Mr. Ren Hailong and Mr. Liao Zhaohui, and the independent non-executive Directors are Mr. Lee, Cheuk Yin Dannis, Mr. Wu Bin and Mr. Wang Lihua.

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