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

Nov 28, 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 SUBSCRIPTIONS OF THE FUND

THE SUBSCRIPTIONS

Reference is made to the announcement of the Company dated 18 October 2017 in relation to among others, the subscription of the Fund.

On 24 November 2017 and 28 November 2017, GAM Star, through the Broker, has confirmed that the subscriptions of the Fund with the subscription amount of approximately US$5 million and approximately US$20 million were allocated to the orders placed by the Company, respectively.

As one or more of the applicable percentage ratios (as defined under Rule 14.07 of the Listing Rules) in respect of the Subscriptions (as aggregated by the consideration paid under the Subscriptions pursuant to Rule 14.22 of the Listing Rules) exceed(s) 5% but less than 25%, the Subscriptions constitute a discloseable transaction of the Company and are subject to the reporting and announcement requirements under Chapter 14 of the Listing Rules.

THE SUBSCRIPTIONS

Reference is made to the announcement of the Company dated 18 October 2017 in relation to among others, the subscription of the Fund.

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The orders to subscribe

On 24 November 2017 and 28 November 2017, GAM Star, through the Broker, has confirmed that the subscriptions of the Fund with the subscription amount of approximately US$5 million and approximately US$20 million were allocated to the orders placed by the Company, respectively.

Date of confirmation: 24 November 2017 (Second Subscription) 28 November 2017 (Third Subscription) Parties: 1. The Company 2. GAM Star

The Group has funded the Subscriptions from its internal resources.

Principal Terms of the Fund

The principal terms of the Fund are as follows:

Fund: GAM Star Credit Opportunities (USD), being a sub-fund of GAM Star

Manager: GAM Fund Management Limited Management of the Fund: The Manager is responsible for the management of the Fund and the general administration of GAM Star subject to the overall supervision and the control of the directors of GAM Star and with the power to delegate such functions.

Investment Objective and The investment objective of the Fund is to achieve long-term Policies: capital gain in US dollars. It will be the policy of the Fund to seek to achieve its investment objective through investment principally in income bearing or accruing securities with fixed principal amounts including government bonds, corporate bonds, junior debt securities, preferred shares, convertible securities and contingent capital notes. The securities in which the Fund will invest will include both fixed interest and floating interest instruments, may have dated or undated maturities and need not be of investment grade as defined by Standard & Poor’s or an equivalent rating agency. The Fund may also invest in securities described above which have not sought a credit rating from an international credit rating agency.

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Investment Manager Fee: Up to 0.95% per annum

Dealing Notice:

Subscriptions and redemptions of the Fund will be effected each dealing day provided that subscription and redemption notice has been received by the Manager by 10:00 hours, United Kingdom time, on the relevant dealing day.

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 Subscriptions (as aggregated by the consideration paid under the Subscriptions pursuant to Rule 14.22 of the Listing Rules) exceed(s) 5% but less than 25%, the Subscriptions constitute a discloseable transaction of the Company and are subject to the reporting and announcement requirements under Chapter 14 of the Listing Rules.

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 SUBSCRIPTIONS

Taking into account the principal activities of the Group, the Directors consider that the Subscriptions are in the ordinary and usual course of business of the Group.

The Directors believe that the Subscriptions have been entered into based on the Company’s strategy. Considering the past-performance of the Fund and given that the Manager is a wellknown fund management company with substantial management experience in investment funds, the Company considers that the Subscriptions represent an opportunity for the Group to expand and diversify its investments portfolio and enjoy returns from the investments made by the Fund whilst limiting the financial commitment of the Group towards such investments.

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

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INFORMATION OF GAM STAR AND THE MANAGER

According to its prospectus, GAM Star is an open-ended umbrella type investment company with segregated liability between funds and authorised by the Central Bank of Ireland pursuant to the provisions of the European Communities (Undertakings for Collective Investment in Transferable Securities) Regulations 1989 and subject to the European Communities (Undertakings for Collective Investment in Transferable Securities) Regulations 2011.

To the best of the knowledge, information and belief of the Directors, the Manager is a company limited by shares and incorporated in Ireland; it is regulated by the Central Bank of Ireland and its sole business is the management and administration of unit trusts and of investment companies.

As at the date of this announcement, to the best of the information, knowledge and belief of the Directors, having made all reasonable enquiries, GAM Star, the Manager and their respective ultimate beneficial owners are Independent Third Parties.

DEFINITION

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

“Board”	the board of Directors
“Broker”	Credit Suisse AG, being a Swiss bank and joint stock corporation
	established under Swiss law. To the best of the knowledge of the
	Directors, the Broker is an Independent Third Parties as at the date
	of this announcement
“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

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“Fund”	The GAM Star Credit Opportunities (USD), being a sub-fund of
	GAM Star
“GAM Star”	GAM Star Fund p.l.c., is an open-ended umbrella type
	investment company with segregated liability between funds
	and authorised by the Central Bank of Ireland pursuant to the
	provisions of the European Communities (Undertakings for
	Collective Investment in Transferable Securities) Regulations
	1989 and subject to the European Communities (Undertakings
	for Collective Investment in Transferable Securities)
	Regulations 2011
“Group”	the Company and its subsidiaries
“Hong Kong”	the Hong Kong Special Administrative Region of the People’s
	Republic of China
“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
“Ireland”	the Republic of Ireland
“Listing Rules”	the Rules Governing the Listing of Securities on the Stock
	Exchange
“Manager”	GAM Fund Management Limited, a company limited by shares
	and incorporated in Ireland
“Second Subscription”	the subscription of the Fund with the subscription amount of
	approximately US$5 million confirmed on 24 November 2017
“Shareholders”	holders of the shares of the Company
“Stock Exchange”	The Stock Exchange of Hong Kong Limited

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“Subscriptions” collectively, the Second Subscription and the Third Subscription “Third Subscription” the subscription of the Fund with the subscription amount of approximately US$20 million confirmed on 28 November 2017 “US$” 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, 28 November 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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