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

Nov 16, 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

On 16 November 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.

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THE FACILITY AGREEMENT

On 16 November 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.

The principal terms of the Facility Agreement are as follows:

Date: 16 November 2017 Parties: i. CMBCCF; and ii. the Borrower. Principal Amount: US$40,000,000 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: 0.5% to 1% per month, payable on (a) the 20th day of each month, and (b) the maturity date or the extended maturity date (as the case may be).

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Maturity Date:

1 month from the utilisation date. The maturity date may be extended for one month of the original maturity date upon, (i) the request of the Borrower; (ii) a written consent of the Lender made based on its sole discretion; and (iii) the Borrower’s payment of an extension fee computed at 0.5% of the total amount of the Loan.

Repayment:

subject as otherwise provided in the Facility Agreement, the Borrower shall repay the outstanding Loan in full on the maturity date or the extended maturity date (as the case may be).

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 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$ 200,000 within 5 Business Days from the date of the Facility Agreement.

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 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, the total assets of the Guarantor exceeds HK$40 billion (on consolidated basis) and HK$30 billion (on unconsolidated basis) 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.

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.

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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 based on the result 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 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 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.

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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
“Facility Agreement”	the facility agreement dated 16 November 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
“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
“Hong Kong”	the Hong Kong Special Administrative Region of the PRC
“HK$”	Hong Kong Dollars(s), the lawful currency of Hong Kong

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“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
“Loan”	a loan to be provided by CMBCCF to the Borrower in the
	principal amount of US$40 million pursuant to the Facility
	Agreement
“PRC”	the People’s Republic of China, for the purpose of this
	announcement, does not include Hong Kong, Macau Special
	Administrative Region and Taiwan
“Shareholders”	holders of the shares of the Company
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“US$”	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, 16 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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