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

Jul 18, 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 SUBSCRIPTION OF INVESTMENT FUND

THE SUBSCRIPTION

On 18 July 2017, the Fund Manager confirmed that the subscription of the Fund with the total subscription amount of US$10 million 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.

SUBSCRIPTION OF THE FUND

The order to subscribe

Date of confirmation: 18 July 2017

Parties:

1. The Company as subscriber

2. BOCHK Asset Management Limited as fund manager

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The subscription of the Fund

On 18 July 2017, the Fund Manager confirmed that the subscription of the Fund with the total subscription amount of US$10 million was allocated to the order placed by the Company. The Group has funded the Subscription from its internal resources.

Principal Terms of the Fund

The principal terms of the Fund are as follows:

Fund:

BOCHK All Weather China High Yield Bond Fund, being a sub-fund of BOCHK Wealth Creation Series. BOCHK Wealth Creation Series is an umbrella unit trust established in Hong Kong. Both the Fund (CE No.: BAO327) and BOCHK Wealth Creation Series (CE No.: AYX421) are authorised under the SFO. The Fund is required to comply with the SFC Code.

Fund manager: BOCHK Asset Management Limited

Trustee:

BOCI Trustee. To the best of the information, knowledge and belief of the Directors, having made all reasonable enquiries, BOCI Trustee and its ultimate beneficial owners are Independent Third Parties as at the date of this announcement.

Investment Objective:

The investment objective of the Fund is to generate longterm capital growth and income in RMB terms by investing primarily in fixed income and debt securities (collectively referred as “ Debt Securities ”) that are denominated in RMB or other currencies. The Fund may also invest in RMB denominated deposits.

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Investment Strategies:

• The Debt Securities that the Fund may invest in include, but are not limited to, bills, notes, bonds, floating rate notes, money market instruments, certificates of deposit, commercial paper, exchangeable bonds and convertible bonds issued by issuers such as governments, government agencies, supranational entities, corporations, financial institutions and banks. The issuers may or may not be domiciled in China. The Fund will invest at least 70% of its net asset value in a portfolio of Debt Securities issued by governments or quasi-governments or listed or unlisted corporations which are domiciled in or derive substantial revenue from or have significant business/economic/operational activities in the PRC, Hong Kong, Macau and/or Taiwan.

The allocation of the investments (based on currency exposure) of the Fund will be as follows:

• i. at least 70% of its net asset value in investments denominated and settled in RMB (including RMBdenominated collective investment schemes) and/or investments denominated in other currencies and hedged back into RMB; and

• ii. up to 30% of its net asset value in non-RMB denominated investments without performing any RMB currency hedge.

Management of the Fund:

Management Fee:

The Fund Manager undertakes the investment of the assets of the Fund. The Fund Manager may appoint sub-managers or investment advisers in relation to the Fund. The remuneration of such sub-managers and investment advisers will be borne by the Fund Manager.

Up to 1.25% per annum

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Distribution Policy:

The Fund Manager has the discretion as to whether or not to make any distribution of dividends, the frequency of distribution and the amount of dividends. If the Fund Manager decides to make distributions, only the net income attributable to the relevant classes will be distributed, after deducting charges and expenses.

Redemption:

The Fund can be redeemed by submitting a redemption request to the BOCI Trustee before 5:00 p.m. (Hong Kong time) on any Business Day. The redemption price on any Business Day shall be the price per unit ascertained by dividing the net asset value of the relevant class of the Fund as at the valuation point in respect of the Business Day by the number of such class of units then in issue rounded to 2 decimal places with 0.005 being rounded up.

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.

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 Subscription is in the ordinary and usual course of business of the Group.

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The Directors believe that the Subscription has been entered into based on the Company’s strategy. With reference to the investment objective and the investment strategy of the Fund and the extensive experience of the Fund Manager, the Company considers that the Subscription represents 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 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.

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 in October 2010 as a wholly-owned subsidiary of BOC Hong Kong (Holdings) Limited and a corporate licensed to conduct Type 1 (dealing in securities), Type 4 (advising on securities) and Type 9 (asset management) regulated activities under the SFO; the Fund Manager offers retail and institutional investors with fixed income and equity products; it also manages investment funds, offers discretionary investment portfolios and provides investment advisory services.

As at the date of this announcement, to the best of the information, knowledge 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:

“Board” the board of Directors “BOCI Trustee” BOCI-Prudential Trustee Limited, being the trustee of the Fund

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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

• “China” or “PRC”

  • The People’s Republic of China, for the purpose of this announcement, does not include Hong Kong, Macau Special Administrative Region and Taiwan

• “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”

  • BOCHK All Weather China High Yield Bond Fund, being a sub-fund of BOCHK Wealth Creation Series. BOCHK Wealth Creation Series is an umbrella unit trust established in Hong Kong. Both the Fund (CE No.: BAO327) and BOCHK Wealth Creation Series (CE No.: AYX421) are authorised under the SFO. The Fund is required to comply with the SFC Code

• “Fund Manager”

  • BOCHK Asset 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 Party(ies)”

  • any entity(ies) or person(s) which or who is/are not a connected 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

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“RMB”	Renminbi, the lawful currency of PRC
“SFC”	the Securities and Futures Commission
“SFC Code”	the Code on Unit Trusts and Mutual Funds issued by the SFC
“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
“Subscription”	the subscription of the Fund with the total subscription
	amount of US$10 million
“US$”	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, 18 July 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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