PegBio Co., Ltd. — Capital/Financing Update 2015

May 12, 2015

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 any securities.

(Incorporated in Bermuda with limited liability) (Stock Code: 1141)

SUPPLEMENTAL ANNOUNCEMENT DISCLOSEABLE TRANSACTION

Reference is made to the announcement of Mission Capital Holdings Limited (the “Company”) dated 5 May 2015 (the “Announcement”) in relation to, among others, the connected transaction in which the Company agreed to nominate Green Capital, and Green Capital agreed to substitute the Company, to subscribe the Willie Subscription Shares (the “Proposed Nomination”). Unless otherwise defined, capitalized terms used in this announcement shall have the same meanings as those defined in the Announcement.

THE SECOND NOMINATION AGREEMENT

On 11 May 2015 (after trading hours), the Company, Green Capital and Mr. Kwong Kai Sing, Benny (Mr. Kwong) entered into a second nomination agreement (the “Second Nomination Agreement”) to the following effect:

• i. the Company and Green Capital agreed to terminate and supersede the Nomination Agreement;

• For identification purpose only

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• ii. the Company irrevocably agreed to nominate Mr. Kwong, and Mr. Kwong agreed to substitute the Company, to complete the subscription of the Willie Subscription Shares (the “New Nomination”) pursuant to the Second Nomination Agreement;

• iii. Mr. Kwong shall pay an aggregate sum of HK$80 million as consideration for the New Nomination to the Company within 3 days from the date of the Second Nomination Agreement, of which HK$30 million representing the reimbursement of the non-refundable deposit paid by the Company to Willie under the Supplemental Agreement and the balance of HK$50 million representing the net consideration receivable by the Company for the New Nomination; and

• iv. the New Nomination shall take effect immediately upon the signing of the Second Nomination Agreement.

Upon the termination of the Nomination Agreement, Green Capital shall no longer be nominated by the Company to subscribe the Willie Subscription Shares and, therefore, Mr. Suen, Mr. Lau and Mr. Kitchell (who are shareholders and directors of Green Capital) will cease to be interested in the transaction relating to the Willie Subscription Shares. In this connection, since the Proposed Nomination was terminated, it shall no longer constitute any connected transaction of the Company under Chapter 14A of the Listing Rules. As at the date of this announcement, the Company received in full the said consideration of HK$80 million from Mr. Kwong by cheque pursuant to the Second Nomination Agreement. Upon the completion of the New Nomination, the Company will cease to hold any interest relating to the Willie Subscription Shares.

The consideration was determined with reference to the prevailing market sentiment. The Directors (including the independent non-executive Directors) consider that the consideration is on normal commercial terms after taking into account of the prevailing market sentiment.

Mr. Kwong is an experienced professional investor, has over a decade of investment experience. To the best of the Directors’ knowledge, information and belief having made all reasonable enquiries, Mr. Kwong is a third party independent of and not connected with the Company and its connected persons.

REASONS FOR AND BENEFITS OF THE NEW NOMINATION

The Group principally engages in supply and procurement of commodities, provision of finance, securities investment and real estate business.

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The completion of the Proposed Subscription and the Proposed Issue has been handicapped by the lengthy delay in clearing process. The delay was due to the Company and the Stock Exchange taking different points of view on certain issues relating to the transaction and, as a result, the Subscription Conditions are still not yet fulfilled up to the date of this announcement. Given the disparity between the views of the Company and the Stock Exchange, the Company believes that it would be unlikely for (i) the disparity having been resolved before 29 May 2015 (i.e. the deadline for the Company to exercise the Termination Rights under the Nomination Agreement); and (ii) the Company to be capable of completing the Proposed Subscription in a timely manner without nominating another subscriber to subscribe the Willie Subscription Shares. Given the prevailing market prices of the Willie Subscription Shares, the Company considers that the delay in the Proposed Subscription is unfair to the Company and its Shareholders as a whole.

To avoid any further delay in the matter, the Company entered into the Second Nomination Agreement to nominate Mr. Kwong to complete the Proposed Subscription. The Company believes the New Nomination would put the dispute between the Company and the Stock Exchange to an end and both the Proposed Subscription and the Proposed Issue can be proceeded with expeditiously. The Company believes that the New Nomination is more favourable to the Company when compared to the Proposed Nomination (which is now terminated under the Second Nomination Agreement) having regard to, inter alia, (i) the Company shall be able to secure an immediate net profit of HK$50 million and have the immediate payment of the non-refundable deposit of HK$30 million from Mr. Kwong; (ii) the Company’s entitlement to the payment of consideration is irrespective of whether the Proposed Subscription can be completed or not eventually; (iii) time and costs can be saved under the New Nomination as it no longer involves any connected transaction of the Company.

As at the date of this announcement, Mr. Man and Mr. Kitchell are Directors and had abstained from voting in the board meeting. As Mr. Man is currently an executive director of Willie and Mr. Kitchell holds 81,398,750 of Willie Shares as at the date of this announcement. The terms of the Second Nomination Agreement were mutually agreed between the Company and Mr. Kwong. Accordingly, the Directors consider the terms of the Second Nomination Agreement to be fair and reasonable and are in the interests of the Company and the Shareholders as a whole.

As the certain applicable percentage ratios in respect of the New Nomination exceed 5% but are less than 25%, the New Nomination constitutes a discloseable transaction of the Company under Chapter 14 of the Listing Rules.

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Shareholders and potential investors should exercise caution when dealing in the securities of the Company.

By order of the Board Mission Capital Holdings Limited Suen Yick Lun Philip Acting Chairman and Managing Director

Hong Kong, 11 May 2015

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

Executive Directors Independent Non-executive Directors Mr. Suen Yick Lun Philip Dr. Leung Shiu Ki Albert (Acting Chairman and Managing Director) Ms. Chen Wei Mr. Lau King Hang Mr. Wong Yat Fai Mr. Kitchell Osman Bin Mr. Man Wai Chuen Mr. Wong Kwok Tai

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