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PegBio Co., Ltd. Capital/Financing Update 2017

Aug 3, 2017

50676_rns_2017-08-03_dd66be6e-c4ba-4525-bc5b-4ac962c26c0c.pdf

Capital/Financing Update

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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 INVESTMENT FUND

THE SECOND AND THIRD SUBSCRIPTIONS

Reference is made to the announcement of the Company dated 18 July 2017 in relation to among others, the subscription of the BEA Union Investment Fund.

On 26 July 2017 and 3 August 2017, the Fund Manager confirmed that the subscriptions of the BEA Union Investment Fund with the subscription amount of US$8 million and US$10 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.

SUBSCRIPTIONS OF THE BEA UNION INVESTMENT FUND

Reference is made to the announcement of the Company dated 18 July 2017 in relation to among others, the subscription of the BEA Union Investment Fund.

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The orders to subscribe

The Board is pleased to announce that on 26 July 2017 and 3 August 2017, the Fund Manager confirmed that the subscriptions of the BEA Union Investment Fund with the subscription amount of US$8 million and US$10 million were allocated to the orders placed by the Company respectively.

Date of confirmation: 26 July 2017 (Second Subscription) 3 August 2017 (Third Subscription) Parties: 1. The Company as subscriber 2. BEA Union Investment Management Limited as the fund manager

The Group has funded the Subscriptions from its internal resources.

Principal Terms of the BEA Union Investment Fund

The principal terms of the BEA Union Investment Fund are as follows:

BEA Union Investment Fund: BEA Union Investment Asian Bond and Currency Fund, being a sub-fund of BEA Union Investment Series. BEA Union Investment Series is an umbrella unit trust established in Hong Kong. Both the BEA Union Investment Asian Bond and Currency Fund (CE No.: ARD615) and BEA Union Investment Series (CE No.: AHE623) are authorised by the SFC under section 104 of the SFO.

Fund manager: BEA Union Investment Management Limited Trustee: BEA Trustee. To the best of the information, knowledge and belief of the Directors, having made all reasonable enquires, BEA Trustee and its ultimate beneficial owners are Independent Third Parties as at the date of this announcement.

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Investment Objective:

Investment Strategies:

The investment objective of the BEA Union Investment Fund is to seek regular interest income, capital gains and currency appreciation from an actively managed portfolio of debt securities denominated in Asian or other currencies and primarily issued by Asian government or corporate entities (the “ Asian Debt ”).

Debt securities invested by the BEA Union Investment Fund may include capital securities and preference shares with fixed income features, convertible, exchangeable and nonexchangeable and non-convertible debt securities, fixed and floating rate bonds, zero coupon and discount bonds, transferable notes, asset-backed securities, commercial paper, certificates of deposits of variable or fixed interest rates listed, traded or dealt in regulated markets or exchanges, as well as bank deposits, negotiated term deposits, short term bills and notes. These debt securities may include below investment grade and non-rated debt securities. The BEA Union Investment Fund may also invest in money market instruments, unit trusts and cash. The BEA Union Investment Fund will have a limited exposure to investments denominated in RMB. The BEA Union Investment Fund’s assets will be invested primarily in government bonds and corporate bonds.

The Fund Manager may acquire financial future contracts and currency forward contracts for the BEA Union Investment Fund for hedging purposes. The net total aggregate value of contract prices in respect of future contracts and currency forward contracts entered into other than for hedging may not exceed 20% of the total net asset value of the BEA Union Investment Fund.

The Fund Manager intends to invest, under normal circumstances, at least 70% of the non-cash assets of the BEA Union Investment Fund in the Asian Debt.

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Management of the BEA The Fund Manager undertakes the management and Union Investment Fund: administration of the BEA Union Investment Fund. The Fund Manager may appoint sub-managers or investment advisers subject to SFC approval. The Fund Manager may appoint other investment advisers to provide investment advisory from time to time and the remuneration of such investment advisers will be borne by The Fund Manager.

Management Fee: Up to 1% per annum Distribution Policy: The Fund Manager has the discretion as to whether or not to make any distribution and the frequency and amount of distributions.

Realisation: The BEA Union Investment Fund can be realised by submitting a realisation request on or before 4:00 p.m. on any Business 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 business of brokerage and related services, securities investments and provision of finance.

REASONS AND BENEFITS FOR THE SUBSCRIPTION

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 are in the interest of the Company and the Shareholders as a whole since the BEA Union Investment Fund has demonstrated a record of consistent positive return and liquidity. It is in line with the Company’s strategy of establishing a balanced investment portfolio, managing the Group’s assets and liabilities and enhancing the Group’s return.

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The Directors consider the terms of the Subscription 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.

INFORMATION OF THE FUND MANAGER

To the best of the knowledge, information and belief of the Directors, the Fund Manager is a company incorporated in Hong Kong with limited liability in 2007 by The Bank of East Asia, Limited and Union Asset Management Holding AG, and a corporate licensed to carry on Type 1 (dealing in securities), Type 4 (advising on securities), Type 5 (advising on futures contracts) and Type 9 (asset management) regulated activities under the SFO; the Fund Manager is a Hong Kong based asset management company specialised in Asian equities and fixed income.

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

DEFINITION

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

“BEA Union Investment the BEA Union Investment Asian Bond and Currency Fund, Fund” being a sub-fund of BEA Union Investment Series. BEA Union Investment Series is an umbrella unit trust established in Hong Kong. Both the BEA Union Investment Fund (CE No.: ARD615) and BEA Union Investment Series (CE No.: AHE623) are authorised by the SFC under section 104 of the SFO

“BEA Trustee” Bank of East Asia (Trustees) Limited, being the trustee of the BEA Union Investment Fund

“Board” the board of Directors

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“Business Day” a day (other than a Saturday and a Sunday) on which banks in
Hong Kong are open for normal banking business, provided that
where as a result of a number 8 typhoon signal, black rainstorm
warning or other similar event, the period during which banks in
Hong Kong are open on any day is reduced, such day shall not be
a Business Day
“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
“Fund Manager” BEA Union Investment Management Limited, a company
incorporated in Hong Kong with limited liability
“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
“Listing Rules” the Rules Governing the Listing of Securities on the Stock
Exchange
“PRC” The People’s Republic of China, for the purpose of this
announcement, does not include Hong Kong, Macau Special
Administrative Region and Taiwan
“RMB” Renminbi, the lawful currency of PRC
“Second Subscription” the subscription of the Fund with the subscription amount of
US$8 million made on 26 July 2017
“SFC” the Securities and Futures Commission

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“SFO” Securities and Future Ordinance (Cap. 571 of the Laws of Hong Kong)

  • “Shareholders” holders of the shares of the Company

  • “Stock Exchange” The Stock Exchange of Hong Kong Limited

  • “Subscriptions” collectively, the Second Subscription and the Third Subscription

“Third Subscription” the subscription of the Fund with the subscription amount of US$10 million made on 3 August 2017

  • “US$” US dollars, the lawful currency of the United States of America

  • “%” per cent.

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

Hong Kong, 3 August 2017

As at the date of this announcement, the executive Directors are Mr. Li Jinze, 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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