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

May 6, 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)

DISCLOSEABLE TRANSACTION AND CONNECTED TRANSACTION

CONNECTED TRANSACTION

On 5 May 2015 (after trading hours), the Company entered into the Nomination Agreement with Green Capital regarding the Proposed Subscription, pursuant to which the Company agreed to nominate Green Capital, and Green Capital agreed to substitute the Company, to subscribe the Willie Subscription Shares at the consideration of reimbursement of the non-refundable deposit of HK$30 million plus the Possible Profit Sharing Commitment payable by Green Capital to the Company.

As the completion of the Proposed Subscription is subject to the satisfaction of the Subscription Conditions, the Group may not be able to subscribe the Willie Subscription Shares on or before 30 June 2015 pursuant to the Subscription Agreement if the Subscription Conditions are not satisfied. The Proposed Nomination may facilitate the satisfaction of the Subscription Conditions. In this connection, Green Capital agreed to substitute the Company to subscribe the Willie Subscription Shares.

* For identification purpose only

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LISTING RULES IMPLICATION

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

As Mr. Suen, Mr. Lau and Mr. Kitchell, the executive Directors, each holding 25%, 25% and 25% of issued share capital of Green Capital, respectively, Mr. Suen, Mr. Lau and Mr. Kitchell are regarded as connected persons of the Company under Chapter 14A of the Listing Rules. As the applicable percentage ratios in respect of the Proposed Nomination are less than 25%, but the total consideration is more than HK$10,000,000. Accordingly, the Proposed Nomination constitutes a connected transaction of the Company under Chapter 14A of the Listing Rules which is subject to reporting, announcement and Independent Shareholders’ approval requirement under Chapter 14A.32 of the Listing Rules. An Independent Board Committee will be formed to provide recommendations to the Independent Shareholders in this regard. An independent financial adviser will be appointed to advise the Independent Board Committee and the Independent Shareholders in relation to the Nomination Agreement, and the transactions contemplated thereunder.

The Company will seek the Independent Shareholders’ approval of the Nomination Agreement and the transaction contemplated thereunder at the SGM by way of poll whereby Mr. Suen, Mr. Lau and Mr. Kitchell and their associates shall abstain from voting.

GENERAL

A circular containing, among other things, (i) details of the Proposed Nomination, (ii) the letter of recommendation from the Independent Board Committee to the Independent Shareholders; (iii) the letter of advice from the independent financial adviser to the Independent Board Committee and the Independent Shareholders; and (iv) a notice of the SGM, will be despatched to the Shareholders on or before 27 May 2015 in accordance with the Listing Rules.

As the Proposed Nomination is subject to the fulfilment of a number of Nomination Conditions and may or may not proceed, Shareholders and potential investors should exercise caution when dealing in the securities of the Company.

Reference is made to the announcements of the Company dated 17 March 2015, 10 April 2015 and 28 April 2015 (the “Announcements”) in relation to, among others, the discloseable transaction regarding subscription of shares in Willie and issue of shares to Willie under specific mandate. Save as defined herein, capitalized terms used in this announcement have the same meanings as defined in the Announcements.

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INTRODUCTION

On 5 May 2015 (after trading hours), the Company entered into the Nomination Agreement with Green Capital regarding the Proposed Subscription, pursuant to which the Company agreed to nominate Green Capital, and Green Capital agreed to substitute the Company, to subscribe the Willie Subscription Shares at the consideration of reimbursement of the non-refundable deposit of HK$30 million plus the Possible Profit Sharing Commitment payable by Green Capital to the Company.

As the completion of the Proposed Subscription is subject to the satisfaction of the Subscription Conditions, the Group may not be able to subscribe the Willie Subscription Shares on or before 30 June 2015 pursuant to the Subscription Agreement if the Subscription Conditions are not satisfied. The Proposed Nomination may facilitate the satisfaction of the Subscription Conditions. In this connection, Green Capital agreed to substitute the Company to subscribe the Willie Subscription Shares.

THE NOMINATION AGREEMENT

The principal terms of the Nomination Agreement are summarized below:

Date: 5 May 2015 Parties: (i) the Company; (ii) Green Capital Limited

Mr. Suen, Mr. Lau and Mr. Kitchell, are the executive Directors, each holding 25%, 25% and 25% of issued share capital of Green Capital, respectively. Mr. Kwong holds the remaining 25% shareholding of Green Capital. To the best of the Directors’ knowledge, information and belief, and having made all reasonable enquiries, as at the date of this announcement, Mr. Suen, Mr. Lau and Mr. Kitchell are the executive Directors and therefore are connected persons of the Company under Chapter 14A of the Listing Rules.

Mr. Kwong is an experienced professional investor, has over a decade of investment experience. To the best of the Director’s 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.

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Subject matter: The Company agreed to nominate Green Capital to subscribe the Willie Subscription Shares, and Green Capital agreed to substitute the Company to subscribe the Willie Subscription Shares pursuant to the Nomination Agreement.

Consideration:

Green Capital shall pay the Company a sum of HK$30 million, being the non-refundable deposit paid by the Company to Willie pursuant to the Subscription Agreement, in cash plus the Possible Profit Sharing Commitment.

The consideration was determined upon arm’s length negotiations between the parties with reference to the prevailing market price of the Willie Shares and 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 price and sentiment.

Payment:

Green Capital shall pay the said sum of HK$30 million being the non-refundable deposit paid by the Company to Willie pursuant to the Supplemental Agreement, in one lump sum payment to the Company on or prior to the completion of the Proposed Subscription.

Conditions precedent: Completion of the Proposed Subscription by Green Capital is subject to the following Nomination Conditions:

• a) the Company having convened a SGM at which resolutions shall have been passed by the Independent Shareholders, by way of a poll to approve (i) the Nomination Agreement and the transactions contemplated thereunder in accordance with the Listing Rules; and (ii) any connected transaction requiring approval of the Independent Shareholders pursuant to the Listing Rules as a result of transactions contemplated under the Nomination Agreement; and

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• b) if applicable, the obtaining of all consents from government or regulatory authorities or third parties which are necessary in connection with the execution and performance of the Nomination Agreement and of the transaction contemplated thereunder.

If the Nomination Conditions have not been fulfilled on or before 30 June 2015, or such other date as may be agreed by the Company and Green Capital hereto, for whatever reason, the Nomination Agreement shall cease and determine, thereafter neither the Company nor Green Capital shall have any obligations and liability towards each other thereunder save for any antecedent breaches of the terms hereof.

Termination:

Completion:

In the event that the Company at its absolute discretion considers it being capable of completing of the Subscription Agreement, the Company shall be entitled to cancel and terminate the Nomination Agreement at any time but prior to 29 May 2015 or the completion of the Proposed Subscription by Green Capital, whichever is the earlier, by serving a written notice to Green Capital whereupon the Nomination Agreement shall be cancelled and terminated immediately and the parties thereto shall be released and discharged from any obligations and liabilities thereunder (the “Termination Rights”).

Completion of the Proposed Subscription by Green Capital shall take place upon satisfaction of the Nomination Conditions.

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POSSIBLE FINANCIAL EFFECTS OF THE WILLIE SUBSCRIPTION SHARES

Upon Completion of the Proposed Subscription by Green Capital, but subject to the Termination Rights, the Company will cease to hold any interest regarding to Willie Subscription Shares, there is no loss expected to accrue to the Group as a result of the Proposed Nomination as the consideration reflects the actual cost incurred by the Group in relation to the Proposed Subscription and Green Capital would reimburse the Company a sum of HK$30 million, being the non-refundable deposit paid by the Company to Willie pursuant to the Supplemental Agreement, in connection with the Proposed Subscription. Moreover, the Possible Profit Sharing Commitment may bring a possible gain to the Group where if Green Capital sells all or any part of the Willie Subscription Shares subscribed by it to any third party within one (1) year after the date of subscription, Green Capital shall, within 14 days after each of such disposal, pay the Company an amount equal to 10% of the net profits for such disposal (where net profits being the aggregate gross sale proceeds of the Willie Subscription Shares disposed deducting the costs for subscription (based on HK$0.12 per Willie Share), relevant transaction costs and fees, stamp duties and taxes paid (if any)).

Set out below is the possible financial impact on the Group as at the date of this announcement; and immediately after the completion of the Proposed Subscription by either the Company (without the Proposed Nomination) or by Green Capital pursuant to the Proposed Nomination.

Assuming if the Proposed Subscription is either completed by the Company (without the Proposed Nomination) or by Green Capital pursuant to the Proposed Nomination, and settled by cash and given that, as at the date of this announcement, the share price of Willie Shares is HK$0.56, the possible financial impact on the Group:

Book value of the Willie Subscription Shares Book value profit/(loss)

Assuming Assuming the Proposed the Proposed Subscription Subscription is is completed by completed by the Company Green Capital HK$700 million N/A HK$550 million HK$55.0 million (profit arising from the Possible Profit Sharing Commitment)

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The Shareholders should note that the possible financial impact of the Proposed Nomination disclosed in this announcement is for illustrative purpose only, it may not accurately project the financial impact on the Group if it proceeds to the completion of the Proposed Subscription at any future date.

REASONS FOR AND BENEFITS OF THE PROPOSED NOMINATION

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

As at the date of this announcement, the Company’s first priority is to complete the Proposed Subscription and the Proposed Issue as soon as possible. The Company believes the Proposed Nomination may facilitate the satisfaction of the Subscription Conditions and, therefore, help to avoid further delay in completion of the Proposed Subscription and the Proposed Issued. Further, the Company takes the view that the Nomination Agreement offers two-sided benefits to the Company in that, on one hand, if the Company is able to complete the Proposed Subscription in a timely manner without the Proposed Nomination, the Company may exercise the Termination Rights to terminate the Proposed Nomination. On the other hand, in case of it being incapable of completing the Proposed Subscription in a timely manner, Green Capital will be able to substitute the Company to subscribe the Willie Subscription Shares. In such event, the Proposed Nomination provides double protection to the Company because (i) unless Green Capital completes the Proposed Subscription in place of the Company, the non-refundable deposit of HK$30 million paid to Willie would have been forfeited; and (ii) at the same time, the Company will be able to reap the potential benefits as outlined in the section of “Possible Financial Effects of the Willie Subscription Shares” under the Possible Profit Sharing Commitment pursuant to the Nomination Agreement.

Accordingly, the Directors (including the independent non-executive Directors and except Mr. Man (Mr. Man is currently an executive director of Willie), Mr. Suen, Mr. Lau and Mr. Kitchell, who have abstained from voting on Board resolution) consider the terms of the Nomination Agreement are on normal commercial terms, are fair and reasonable and are in the interests of the Company and the Shareholders as a whole.

LISTING RULES IMPLICATION

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

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As Mr. Suen, Mr. Lau and Mr. Kitchell, the executive Directors, each holding 25%, 25% and 25% of issued share capital of Green Capital, respectively, Mr. Suen, Mr. Lau and Mr. Kitchell are regarded as connected persons of the Company under Chapter 14A of the Listing Rules. As the applicable percentage ratios in respect of the Proposed Nomination are less than 25%, but the total consideration is more than HK$10,000,000. Accordingly, the Proposed Nomination will constitute a connected transaction of the Company under Chapter 14A of the Listing Rules which is subject to reporting, announcement and Independent Shareholders’ approval requirement under Chapter 14A.32 of the Listing Rules.

An Independent Board Committee will be formed to provide recommendations to Independent Shareholders on the Nomination Agreement and the transactions contemplated thereunder. An independent financial adviser will be appointed to advise the Independent Board Committee and the Independent Shareholders in relation to the Nomination Agreement, and the transactions contemplated thereunder.

The Company will seek the Independent Shareholders’ approval of the Nomination Agreement and the transaction contemplated thereunder at the SGM by way of poll whereby Mr. Suen, Mr. Lau and Mr. Kitchell and their associates shall abstain from voting.

GENERAL

A circular containing, among other things, (i) details of the Proposed Nomination, (ii) the letter of recommendation from the Independent Board Committee to the Independent Shareholders; (iii) the letter of advice from the independent financial adviser to the Independent Board Committee and the Independent Shareholders; and (iv) a notice of the SGM, will be despatched to the Shareholders on or before 27 May 2015 in accordance with the Listing Rules.

As the Proposed Nomination is subject to the fulfilment of a number of Nomination Conditions and may or may not proceed, Shareholders and potential investors should exercise caution when dealing in the securities of the Company.

DEFINITIONS

In this announcement, unless the context otherwise requires, the following terms shall have the following meanings:

“associates” has the meaning ascribed to it under the Listing Rules

“Board” the board of Directors

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• “Business Day”

• a day (other than a Saturday, Sunday or a public holiday) on which banks are open for business in Hong Kong

• “Company”

Mission 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

• “connected person(s)”

• has the meaning ascribed to it under the Listing Rules

• “Director(s)”

the director(s) of the Company

• “Green Capital” or “Green Capital Limited”

• Green Capital Limited, a company incorporated in the British Virgin Island, which is owned by Mr. Suen, Mr. Lau, Mr. Kitchell and Mr. Kwong. Mr. Suen, Mr. Lau and Mr. Kitchell are the directors of Green Capital

• “Group”

the Company and its subsidiaries

• “HK$”

• Hong Kong dollars, the lawful currency of Hong Kong

• “Hong Kong”

• the Hong Kong Special Administrative Region of the PRC

• “Independent Board Committee”

• the independent committee of the Board comprising all independent non-executive Directors to be established to provide recommendation to the Independent Shareholders in relation to the Nomination Agreement and the transactions contemplated thereunder

• “Independent Shareholder(s)” Shareholders other than Mr. Suen, Mr. Lau and Mr. Kitchell and their associates

• “Listing Rules”

• “Mr. Kitchell”

• the Rules Governing the Listing of Securities on the Stock Exchange Mr. Kitchell Osman Bin, an executive Director

• “Mr. Kwong”

• Mr. Kwong Kai Sing Benny

• “Mr. Lau” Mr. Lau King Hang, an executive Director

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“Mr. Man”

• “Mr. Suen”

• “Nomination Agreement”

• “Nomination Conditions”

• “Possible Profit Sharing Commitment”

• “PRC”

• “Proposed Issue”

• “Proposed Nomination”

• “Proposed Subscription”

• “SGM”

Mr. Man Wai Chuen, an independent nonexecutive Director. Mr. Man is currently an executive director of Willie

• Mr. Suen Yick Lun Philip, an acting chairman and managing Director

a nomination agreement dated 5 May 2015 entered into between the Company and Green Capital in relation to nominate Green Capital for the Proposed Nomination

the condition(s) of the Proposed Nomination referred to in the section headed “The Nomination Agreement – Conditions Precedent”

the warranty and undertaking given by Green Capital under the Nomination Agreement that after its subscription of the Willie Subscription Shares, if Green Capital sells all or any part of the Willie Subscription Shares to any third party within one (1) year thereafter, Green Capital shall, within 14 days after each of such disposal, pay the Company an amount equal to 10% of the net profits for such disposal

• the People’s Republic of China

the issue of the Mission Capital Subscription Shares to Willie or as it may direct pursuant to the Subscription Agreement

the nomination to Green Capital for the subscription of Willie Subscription Shares pursuant to the Nomination Agreement

the subscription of the Willie Subscription Shares pursuant to the Subscription Agreement

the special general meeting of the Company to be held to consider and, if thought fit, to approve the Nomination Agreement and the transactions contemplated thereunder

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“Share(s)”

• “Shareholder(s)”

• “Stock Exchange”

• “Subscription Agreement”

• “Subscription Conditions”

• “Supplemental Agreement”

“Willie”

• “Willie Share(s)”

• “Willie Subscription Share(s)”

ordinary share(s) of HK$0.01 each in the share capital of the Company

the holder(s) of the Shares

The Stock Exchange of Hong Kong Limited

a conditional agreement dated 17 March 2015 entered into between the Company and Willie in relation to the Proposed Subscription and the Proposed Issue

the condition(s) of the Proposed Subscription referred to the announcement of the Company dated 17 March 2015 in the section headed “Proposed Subscription of Willie Subscription Shares by the Company – Conditions of the Proposed Subscription”

a supplemental agreement dated 28 April 2015 entered into between the Company and Willie in relation to the Subscription Agreement

Willie International Holdings Limited (Stock Code: 273), a company incorporated in Hong Kong with limited liability, the shares of which are listed on the Stock Exchange

ordinary share(s) of no par value in the share capital of Willie

1,250,000,000 new Willie Shares of no par value in the share capital of Willie (representing approximately 8.14% of the issued share capital of Willie immediately after the issue and allotment of the Willie Subscription Shares to the Company) to be issued and allotted by Willie to the Company pursuant to the Subscription Agreement

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“%”

per cent.

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

Hong Kong, 5 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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