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

Dec 17, 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 SUBSCRIPTION FOR NOTES

On 15 December 2017, the Issuer has confirmed that the Notes in the subscription amount of US$25,000,000 was allocated to the order placed by the Company.

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

The order to subscribe

Date of confirmation:

15 December 2017

Parties:

1. The Company as subscriber

2. The Issuer as issuer of the Notes

The Subscription

On 15 December 2017, the Issuer has confirmed that the Notes in the subscription amount of US$25,000,000 was allocated to the order placed by the Company. The Group will fund the total subscription amount under the Subscription from its internal resources.

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Principal terms of the Notes

Issuer:

Jinggong Group Co., Ltd. (精功集團有限公司)

Notes offered: US$25 million aggregate principal amount of 7.8% senior Notes due 19 December 2018

Offering price: 100% of the principal amount Maturity date: 19 December 2018 Interest: 7.8% per annum, payable semi-annually in arrears Status of the Notes: The Notes constitute direct, general and unconditional obligations of the Issuer which will at all times rank pari passu among themselves and at least pari passu with all other present and future unsecured obligations of the Issuer, save for such obligations as may be preferred by provisions of law that are both mandatory and of general application.

Optional redemption: At any time following the occurrence of a change of control of the Issuer, each holder of the Notes will have the right, at such option of the holders of the Notes, to require the Issuer to redeem all but not some of the Notes on a settlement date at 101 per cent. of their principal amount, together with accrued interest to such settlement date.

Notification to SAFE: The Issuer undertakes to file or cause to be filed with SAFE the requisite information and documents within the time frame prescribed after the date thereof in accordance with the Administrative Measures for Foreign Debt Registration (外 債登記管理辦法) issued by the SAFE and which came into effect on 13 May 2013 and any implementation rules, reports, certificates or guidelines as issued by the SAFE from time to time and the Circular on Relevant Matters about the MacroPrudential Management of Cross-Border Financing in Full Aperture (中國人民銀行關於全口徑跨境融資宏觀審慎管 理有關事宜的通知) issued by The People’s Bank of China (“ PBOC ”) and which came into effect on 12 January 2017 and any implementation rules as issued by the PBOC from time to time (the “ SAFE Filing ”). The Issuer shall within three PRC business days after submission of such SAFE Filing give notice to the holders of the Notes of the same in accordance with the conditions thereof.

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Transfer restrictions:

The Notes and the parent guarantee will not be registered under the Securities Act or under any state securities laws of the United States and will be subject to customary restrictions on transfer and resale.

Listing:

The Notes are not listed

INFORMATION OF THE ISSUER AND THE PARENT GUARANTOR

The Issuer is a company incorporated in the People’s Republic of China. The Issuer focuses its business on steel structure building, equipment manufacture and production of rice wine and at the same time strives to develop five industries of general aviation service, electro-mechanical and automotive manufacture, new material production, real estate development and financial investment.

As at the date of this announcement, to the best of the knowledge, information and belief of the Directors, having made all reasonable enquiries, each of the Issuer and its ultimate beneficial owner are Independent Third Parties.

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.

REASONS FOR AND BENEFITS OF THE SUBSCRIPTION

The Directors believe that the Subscription is complementary to the Group’s development strategy and will generate stable income for the Group.

The Directors consider the terms of the Subscription are on normal commercial terms which are fair and reasonable and the Subscription is in the interests of the Company and its Shareholders as a whole.

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 Subscription exceed(s) 5% but less than 25%, the Subscription constitutes a discloseable transaction of the Company and is subject to the reporting and announcement requirements under Chapter 14 of the Listing Rules.

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DEFINITIONS

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

“Company”	CMBC Capital Holdings Limited (民銀資本控股有限公司), a
	company incorporated in Bermuda with limited liability and the
	issued shares of which are listed on the Stock Exchange (stock
	code: 1141)
“Director(s)”	the director(s) of the Company
“Group”	the Company and its subsidiaries
“Hong Kong”	the Hong Kong Special Administrative Region of the PRC
“Independent Third	any person(s) which or who is/are not connected person(s) of the
Party(ies)”	Company within the meaning ascribed thereto under the Listing
	Rules
“Issuer”	Jinggong Group Co., Ltd (精功集團有限公司), a company
	incorporated in the People’s Republic of China
“Listing Rules”	the Rules Governing the Listing of Securities on the Stock
	Exchange
“Notes”	the US$ denominated senior notes in the aggregate amount of
	US$77 million to be issued by the Issuer
“PRC”	the People’s Republic of China, for the purpose of this
	announcement, does not include Hong Kong, Macau Special
	Administrative Region and Taiwan
“SAFE”	State Administration of Foreign Exchange of the PRC
“Securities Act”	the United States Securities Act of 1933, as amended
“Shareholder(s)”	holder(s) of the shares of the Company

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“Stock Exchange”

The Stock Exchange of Hong Kong Limited

“Subscription” the subscription for the Notes by the Company in the subscription amount of US$25,000,000

“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, 15 December 2107

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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