PegBio Co., Ltd. — Capital/Financing Update 2017

Dec 19, 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)

DISCLOSEABLE TRANSACTION IN RELATION TO PROVISION OF FINANCIAL ASSISTANCE

Reference is made to the announcements of the Company dated 16 November 2017, 1 December 2017 and 8 December 2017 in relation to, among others, the proposed grant of the First Loan by CMBCCF to the Borrower.

On 19 December 2017, CMBCCF, a wholly-owned subsidiary of the Company, has entered into the Second Facility Agreement with the Borrower, pursuant to which CMBCCF has agreed to make available to the Borrower the Second Loan.

As one or more of the applicable percentage ratios (as defined under Rule 14.07 of the Listing Rules) in respect of the Loans exceed(s) 5% but less than 25%, the grant of the Loans (as aggregated pursuant to Rule 14.22 of the Listing Rules) constitutes discloseable transactions of the Company and is subject to the reporting and announcement requirements under Chapter 14 of the Listing Rules.

The Company has applied to the Stock Exchange for a waiver from strict compliance with Rule 13.15 of the Listing Rules in respect of the disclosure of the identity of the Borrower and interest rate of the Second Loan.

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THE SECOND FACILITY AGREEMENT

Reference is made to the announcement of the Company dated 16 November 2017, 1 December 2017 and 8 December 2017 in relation to, among others, the proposed grant of the First Loan by CMBCCF to the Borrower.

On 19 December 2017, CMBCCF, a wholly-owned subsidiary of the Company, has entered into the Second Facility Agreement with the Borrower, pursuant to which CMBCCF has agreed to make available to the Borrower the Second Loan.

The principal terms of the Second Facility Agreement are as follows:

Date: 19 December 2017 Parties: i. CMBCCF; and ii. the Borrower. Principal Amount: US$24,000,000 Conditions Precedent: The Second Loan will be made available to the Borrower on the utilisation date upon satisfaction, among others, of the following conditions precedent: i. the Lender has received all documents as required under the Second Facility Agreement; and ii. no default is continuing or would result from the Second Loan under the Second Facility Agreement. Utilisation: subject to the satisfaction of the conditions precedent as set out in the Second Facility Agreement, the Borrower may utilise the Second Loan from and including the date falling 3 Business Days from the date of the Second Facility Agreement. Purpose: to finance the general working capital requirements of the Borrower.

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Interest rate: 0.5% to 1% per month, payable on (a) the 20th day of each month, and (b) the maturity date. Maturity Date: 3 months from the utilisation date. Repayment: subject as otherwise provided in the Second Facility Agreement, the Borrower shall repay the outstanding Second Loan in full on the maturity date. Corporate Guarantee: the Guarantor has entered into a corporate guarantee to secure, inter alia , the repayment of the amount payable by the Borrower under the Second Facility Agreement, on a fully indemnity basis and as principal debtor.

In addition to the interest payment CMBCCF entitled to receive, the Lender agrees to pay CMBCCF an advisory fee of US$360,000 within 5 Business Days from the date of the Second Facility Agreement.

The Company will finance the Second Loan with its internal resources.

INFORMATION ON THE CREDIT RISK RELATING TO THE SECOND LOAN

The grant of the Second Loan was determined on the basis of CMBCCF credit assessments made on, inter alia , that (1) the background of the Borrower and the Guarantor. The Borrower is an indirect wholly-owned subsidiary of the Guarantor, which is a reputable state-owned company established in 1997; (2) the financial strength of the Guarantor. According to its audited financial statement as at 31 December 2016, the consolidated net asset and consolidate total asset of the Guarantor exceed HK$15 billion and HK$40 billion, respectively; and (3) the relatively short term of the Second Loan. After taking into account these factors, the Company considers that the risks involved in the advance to the Borrower are relatively low.

The Group has granted the First Loan to the Borrower pursuant to the facility agreement dated 18 November 2017, which was secured by the corporate guarantee provided by the Guarantor. Neither the Borrower nor the Guarantor have any previous default on any loans provided by the Group. The credit rating agencies, Fitch Ratings and S&P Global Ratings, have assigned a “BBB” rating with a stable outlook to the Guarantor.

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REASONS FOR AND BENEFITS OF THE ENTERING INTO THE SECOND FACILITY AGREEMENT

Taking into account the principal activities of the Group, the Directors consider that entering into the Second Facility Agreement and the grant of the Second Loan thereunder are in the ordinary and usual course of business of the Group.

The Second Facility Agreement has been entered into based on the Company’s development strategy. Taking into account the return from the grant of the Second Loan and based on the result of the credit assessments, the Directors consider that the terms of the Second Facility Agreement are fair and reasonable, the entering into the Second Facility Agreement and the grant of the Second Loan hereunder are in the interests of the Company and its Shareholders as a whole.

INFORMATION OF THE GROUP

As at the date of this announcement, the Group is principally engaged in the securities business, investment and financing and asset management and advisory business.

INFORMATION OF THE BORROWER AND THE GUARANTOR

To the best of the knowledge, information and belief of the Directors, as at the date of this announcement, the Borrower is an indirect wholly-owned subsidiary of the Guarantor incorporated in Hong Kong, which principally acts as one of the Guarantor’s financing subsidiaries; the Guarantor is a state-owned company principally engaged in financial business in the PRC.

To the best of the knowledge, information and belief of the Directors having made all reasonable enquiries, each of the Borrower, the Guarantor and their respective ultimate beneficial owners is an Independent Third Party as at the date of this announcement.

LISTING RULES IMPLICATIONS

As one or more of the applicable percentage ratios (as defined under Rule 14.07 of the Listing Rules) in respect of the Loans exceed(s) 5% but less than 25%, the grant of the Loans (as aggregated pursuant to Rule 14.22 of the Listing Rules) constitutes discloseable transactions of the Company and is subject to the reporting and announcement requirements under Chapter 14 of the Listing Rules.

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WAIVER FROM STRICT COMPLIANCE WITH RULE 13.15 OF THE LISTING RULES

The Company has applied to the Stock Exchange for a waiver from strict compliance with Rule 13.15 of the Listing Rules in respect of the disclosure of the identity of the Borrower and interest rate of the Second Loan.

DEFINITION

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

“Board”	the board of Directors
“Borrower”	a company incorporated in Hong Kong with limited liability, and
	an indirect wholly-owned subsidiary of the Guarantor
“Company”	CMBC Capital Holdings Limited (民銀資本控股有限公司),
	a company incorporated in Bermuda with limited liability, the
	issued shares of which are listed on the Stock Exchange (stock
	code: 1141)
“CMBCCF”	CMBC Capital Finance Limited, a limited liability company
	incorporated in Hong Kong and a direct wholly-owned
	subsidiary of the Company
“connected person(s)”	has the meaning ascribed to it under the Listing Rules
“Director(s)”	director(s) of the Company
“First Loan”	the loan granted by CMBCCF to the Borrower in the principal
	amount of US$40,000,000 pursuant to a facilitate agreement
	dated 18 November 2017
“Group”	the Company and its subsidiaries

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“Guarantor”	a limited liability company established in the PRC and a state-
	owned company whose registered share capital is wholly
	owned by the relevant PRC state-owned assets supervision and
	administration authority
“HK$”	Hong Kong Dollars(s), the lawful currency of Hong Kong
“Hong Kong”	the Hong Kong Special Administrative Region of the PRC
“Independent Third	any entity(ies) or person(s) which or who is/are not a connected
Party(ies)”	person of the Company within the meaning ascribed thereto
	under the Listing Rules
“Listing Rules”	the Rules Governing the Listing of Securities on the Stock
	Exchange
“Loans”	collectively, the First Loan and the Second Loan
“PRC”	the People’s Republic of China, for the purpose of this
	announcement, does not include Hong Kong, Macau Special
	Administrative Region and Taiwan
“Second Facility Agreement”	the facility agreement dated 19 December 2017 entered into
	between the Company and the Borrower, pursuant to which
	CMBCCF has agreed to make available to the Borrower the
	Second Loan
“Second Loan”	a loan to be provided by CMBCCF to the Borrower in the
	principal amount of US$24 million pursuant to the Second
	Facility Agreement
“Shareholders”	holders of the shares of the Company
“Stock Exchange”	The Stock Exchange of Hong Kong Limited

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“US$”

US dollars, the lawful currency of the United States

“%”

per cent.

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

Hong Kong, 19 December 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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