PegBio Co., Ltd. — Capital/Financing Update 2014

Aug 4, 2014

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.

This announcement is for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for the securities of the Company.

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POLY CAPITAL HOLDINGS LIMITED 保興資本控股有限公司[*]

(Incorporated in Bermuda with limited liability)

(Stock Code: 1141)

PROPOSED CAPITAL REORGANISATION

PROPOSED CAPITAL REORGANISATION

The Company intends to put forward to the Shareholders for their approval of the proposed Capital Reorganisation involving the following:

• i. Capital Reduction: a reduction in the issued share capital of the Company by way of cancelling the paid-up capital to the extent of HK$0.09 on each of the issued Shares; and

• ii. Subdivision: forthwith upon the Capital Reduction taking effect, every authorised but unissued Share be subdivided into 10 New Shares of HK$0.01 par value each.

The credit arising from the Capital Reduction of approximately HK$308.04 million, calculated based on 3,422,680,402 Shares currently in issue, will be applied to setoff the accumulated losses of the Company as at 31 March 2014 which stood at approximately HK$286.51 million, and with the remaining balance of such credit of approximately HK$21.53 million to be transferred to the contributed surplus account of the Company as permitted by the Bye-laws and applicable laws in Bermuda.

The Capital Reorganisation is conditional upon, among other things, the passing by the Shareholders of the relevant resolution(s) at a general meeting, the compliance by the Company with the requirements under the Companies Act including the publication of a notice in relation to the Capital Reduction in Bermuda in accordance with section 46(2) of the Companies Act; and the Listing Committee of the Stock Exchange granting the listing of, and permission to deal in, the New Shares.

A circular containing, among other things, further particulars of the Capital Reorganisation and the notice convening a general meeting to approve the Capital Reorganisation, will be despatched to the Shareholders as soon as possible.

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1. CAPITAL REORGANISATION

The Company intends to put forward to the Shareholders for their approval of the proposed Capital Reorganisation comprising the Capital Reduction and the Subdivision, details of which are set out below.

A. Capital Reduction

The issued share capital of the Company will be reduced by cancelling the paid-up capital to the extent of HK$0.09 on each of the issued Shares. On the basis of 3,422,680,402 Shares currently in issue, a credit of approximately HK$308.04 million will arise from the Capital Reduction. The credit will be applied to set-off the accumulated losses of the Company as at 31 March 2014 which stood at approximately HK$286.51 million, and with the remaining balance of such credit of approximately HK$21.53 million to be transferred to the contributed surplus account of the Company as permitted by the Bye-laws and applicable laws in Bermuda.

B. Subdivision

Forthwith upon the Capital Reduction taking effect, every authorised but unissued Share be subdivided into 10 New Shares of HK$0.01 par value each.

C. Conditions of the Capital Reorganisation

The Capital Reorganisation is conditional upon:

• a. passing by the Shareholders of the relevant resolution(s) at a general meeting approving the Capital Reorganisation;

• b. the compliance by the Company with the requirements under the Companies Act including the publication of a notice in relation to the Capital Reduction in Bermuda in accordance with section 46(2) of the Companies Act;

• c. on the date on which the Capital Reduction is to take effect, there are no reasonable grounds for believing that the Company is, or after the Capital Reduction would be, unable to pay its liabilities as they fall due; and

• d. the Listing Committee of the Stock Exchange granting the listing of, and permission to deal in, the New Shares to be issued following completion of the Capital Reorganisation.

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D. Effect of the Capital Reorganisation

The New Shares arising from the Capital Reorganisation will rank pari passu in all respects with each other and have the rights and privileges and be subject to the restrictions contained in the Bye-laws. The following table sets out the effect of the Capital Reorganisation on the share capital of the Company, that is, before and after implementation of the Capital Reorganisation:

		Immediately after
		the proposed bonus
		issue becoming
	As at the	effective but	Immediately
	date of this	before the Capital	after Capital
	announcement	Reorganisation	Reorganisation
Nominal value	HK$0.10 per Share	HK$0.10 per Share	HK$0.01 per
per Share			New Share
Authorised share	HK$1,000,000,000.00	HK$1,000,000,000.00	HK$1,000,000,000.00
capital of the	divided into	divided into	divided into
Company	10,000,000,000	10,000,000,000	100,000,000,000
	Shares	Shares	New Shares
Issued and fully	HK$342,268,040.20	HK$427,835,050.20	HK$42,783,505.02
paid up share	divided into	divided into	divided into
capital of the	3,422,680,402	4,278,350,502	4,278,350,502
Company	Shares	Shares	New Shares

Notes:

• a) The above table is prepared on the assumption that no further Shares are issued or repurchased between the date of this announcement and the date on which the Capital Reorganisation becoming effective.

• b) As at the date of this announcement, the Company does not have any outstanding options or other securities which are convertible or exchangeable into Shares as at the date hereof.

• c) The proposed issue of bonus shares on the basis of one (1) bonus share for every four (4) existing Shares as referred to in the announcement of the Company dated 18 July 2014.

E. Reasons for the Capital Reorganisation

The main purpose for implementing the Capital Reorganisation is to (i) apply the credit arising from the Capital Reduction to offset the accumulated losses of the Company; and (ii) give greater flexibility to the Company to raise funds through the issue of new shares in the future.

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The Directors are of the view that the proposed Capital Reduction will not have a material adverse effect on the financial position of the Group, except for those expenses to be incurred in relation to the Capital Reorganisation. The Capital Reduction will also have no effect on the underlying assets, business operations, management or financial position of the Company or the proportional interests of the Shareholders in the Company.

Therefore, the Directors consider that the proposed Capital Reorganisation is in the interests of the Company and the Shareholders as a whole.

2. GENERAL MATTERS

An application will be made to the Listing Committee of the Stock Exchange for the listing of, and permission to deal in, the New Shares to be issued following the completion of the Capital Reorganisation.

A circular containing, among other things, further particulars of the Capital Reorganisation and the notice convening a general meeting to approve the Capital Reorganisation, will be despatched to the Shareholders as soon as possible.

3. DEFINITIONS

In this announcement, unless the context otherwise requires, the following terms and expressions shall have the meaning ascribed to them below:

“Board” the Board of Directors of the Company

“Bye-laws¨ the Bye-laws of the Company

“Capital Reduction” the proposed reduction of the issued share capital of the Company through the cancellation of the paid-up capital to the extent of HK$0.09 on each of the issued Shares so that the nominal value of each issued Share will be reduced from HK$0.10 to HK$0.01

• “Capital Reorganisation” the Capital Reduction and the Subdivision

“Companies Act” the Companies Act 1981 of Bermuda (as amended)

“Company” Poly Capital Holdings Limited (Stock Code: 1141), a company incorporated in Bermuda with limited liability, the shares of which are listed on the main board of the Stock Exchange

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“Director(s)”

the director(s) of the Company

• “Group”

• the Company and its subsidiaries

• “Hong Kong”

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

• “Listing Rules”

• the Rules Governing the Listing of Securities on the Stock Exchange

• “New Share(s)” ordinary share(s) of the Company with a nominal value of HK$0.01 each immediately after the proposed Capital Reorganisation becoming effective

• “Share(s)” ordinary share(s) of HK$0.10 each in the share capital of the Company prior to the Capital Reorganisation

• “Shareholder(s)” shareholder(s) of the Company

• “Stock Exchange”

• The Stock Exchange of Hong Kong Limited

• “Subdivision”

• the proposed subdivision of every authorised but unissued Share into 10 New Shares of HK$0.01 par value each

• “HK$” Hong Kong dollars, the lawful currency of Hong Kong

By Order of the Board

Poly Capital Holdings Limited Suen Yick Lun Philip Executive Director & Company Secretary

Hong Kong, 4 August 2014

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

Executive Directors

Mr. Suen Cho Hung, Paul (Chairman)

Mr. Sue Ka Lok (Chief Executive Officer)

• Ms. Lee Chun Yeung, Catherine

Independent Non-executive Directors Mr. Wong Kwok Tai

Mr. Weng Yixiang

• Mr. Huang Zhencheng

• Mr. Suen Yick Lun Philip

• For identification purpose only

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