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

Dec 8, 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.

==> picture [272 x 54] intentionally omitted <==

CMBC CAPITAL HOLDINGS LIMITED

(Incorporated in Bermuda with limited liability)

(Stock Code: 1141)

DISCLOSEABLE TRANSACTION IN RELATION TO PROVISION OF FINANCIAL ASSISTANCE

On 8 December 2017, CMBCCF, a wholly-owned subsidiary of the Company, has entered into the Facility Agreement with the Borrower, pursuant to which CMBCCF has agreed to make available to the Borrower the Loan.

As one or more of the applicable percentage ratios (as defined under Rule 14.07 of the Listing Rules) in respect of the Loan exceed(s) 5% but less than 25%, the grant of the Loan constitutes a discloseable transaction 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 Loan.

THE FACILITY AGREEMENT

On 8 December 2017, CMBCCF, a wholly-owned subsidiary of the Company, has entered into the Facility Agreement with the Borrower, pursuant to which CMBCCF has agreed to make available to the Borrower the Loan.

– 1 –

The principal terms of the Facility Agreement are as follows:

Date:	8 December 2017
Parties:	i. CMBCCF; and
	ii. The Borrower.
Principal Amount:	US$30,000,000
Conditions Precedent:	The 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 Facility Agreement; and
	ii. no default is continuing or would result from the Loan
	under the Facility Agreement.
Utilisation:	subject to the satisfaction of the conditions precedent as set out
	in the Facility Agreement, the Borrower may utilise the Loan
	from and including the date falling 3 Business Days from the
	date of the Facility Agreement.
Purpose:	to finance the general working capital requirements of the
	Borrower.
Interest rate:	5-10% per annum, payable on (1) the utilisation date for the
	interest that would accrue on the Loan to (and including) 21
	December 2017; (2) every 14 days after (and excluding) 21
	December 2017 for the accrued interest; and (3) the repayment
	date for the Loan.
Repayment Date:	3 months from the utilisation date.

– 2 –

Repayment: subject as otherwise provided in the Facility Agreement, the Borrower shall repay the outstanding Loan in full on the repayment date.

Keepwell and Liquidity The Facility Agreement will be supported by, inter alia , a Support: keepwell and liquidity deed to be entered into by the Borrower, the Keepwell Provider and the Lender, pursuant to which Keepwell Provider will undertake to, among other things, procure the Borrower to have sufficient liquidity to ensure timely payment of any amounts payable under or in respect of the Loan.

The Company will finance the Loan with its internal resources.

INFORMATION ON THE CREDIT RISK RELATING TO THE LOAN

The grant of the Loan was determined on the basis of CMBCCF credit assessments made on, inter alia, that (1) the background of the Borrower and the Keepwell Provider. The Borrower is an indirect wholly-owned subsidiary of the Keepwell Provider, which is a reputable large scale enterprise; (2) the financial strength of the Borrower and Keepwell Provider. According to their respective audited financial statement, the consolidated total assets and consolidated net assets of the Borrower exceed HK$ 16 billion and HK$ 8 billion, respectively, as at 31 December 2016; the consolidated total assets and consolidated net assets of the Keepwell Provider exceed HK$ 100 billion and HK$ 30 billion, respectively, as at 31 December 2016; and (3) the relatively short term of the Loan. After taking into account these factors, the Company considers that the risks involved in the advance to the Borrower are relatively low.

To the best knowledge, information and belief of the Directors, the Group has not granted any loans to the Borrower and the Keepwell Provider and neither the Borrower nor the Keepwell Provider have any previous default on any loans provided by the Group. The credit rating agency, Dagong Global Credit Rating Co., Ltd (大公國際資信評估有限公司), has assigned an “AA+” rating with stable outlook to the Keepwell Provider. To the best knowledge, information and belief of the Directors, the Borrower did not have any credit rating as at the date of this announcement.

– 3 –

REASONS FOR AND BENEFITS OF THE ENTERING INTO THE FACILITY AGREEMENT

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

The Facility Agreement has been entered into based on the Company’s development strategy. Taking into account the return from the grant of the Loan and the results of the credit assessments, the Directors consider that the terms of the Facility Agreement are fair and reasonable, the entering into the Facility Agreement and the grant of the 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 KEEPWELL PROVIDER

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 Keepwell Provider incorporated in the British Virgin Islands, which principally acts as one of the Keepwell Provider’s financing subsidiaries; the Keepwell Provider principally engages in the business of real estate, mining, petroleum, chemical engineering, investment and finances.

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

– 4 –

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

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 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 British Virgin Islands with limited
	liability, and an indirect wholly-owned subsidiary of the
	Keepwell Provider
“CMBCCF”	CMBC Capital Finance Limited, a limited liability company
	incorporated in Hong Kong and a direct wholly-owned
	subsidiary of the Company
“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)

– 5 –

“connected person(s)”	has the meaning ascribed to it under the Listing Rules
“Director(s)”	director(s) of the Company
“Facility Agreement”	the facility agreement dated 8 December 2017 entered into
	between the Company and the Borrower, pursuant to which
	CMBCCF has agreed to make available to the Borrower the
	Loan
“Group”	the Company and its subsidiaries
“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
“Keepwell Provider”	a limited liability company established in the PRC
“Listing Rules”	the Rules Governing the Listing of Securities on the Stock
	Exchange
“Loan”	a loan to be provided by CMBCCF to the Borrower in the
	principal amount of US$30 million pursuant to the Facility
	Agreement
“PRC”	the People’s Republic of China, for the purpose of this
	announcement, does not include Hong Kong, Macau Special
	Administrative Region and Taiwan
“Shareholders”	holders of the shares of the Company
“Stock Exchange”	The Stock Exchange of Hong Kong Limited

– 6 –

“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, 8 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.

– 7 –