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

Jun 27, 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 SUBSCRIPTION FOR NOTES

On 27 June 2017, the Company has entered into the Subscription Agreement with the Issuer and Holding Co., pursuant to which, the Company has agreed to subscribe the Notes issued by the Issuer in the principal amount of US$30,000,000.

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.

THE SUBSCRIPTION

On 27 June 2017, the Company has entered into the Subscription Agreement with the Issuer and Holding Co., pursuant to which, the Company has agreed to subscribe the Notes issued by the Issuer in the principal amount of US$30,000,000.

Principal terms of the Subscription Agreement are set out below:

Date: 27 June 2017

Parties:

1. The Company 2. The Issuer; and 3. Holding Co.

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Consideration

The Company has agreed to subscribe for US$30,000,000 in principal amount of the Notes on the Closing Date at the issue price of the Notes (being US$30,000,000) plus (if the Closing Date is postponed in accordance with the Subscription Agreement) any accrued interest in respect thereof.

The Group will fund the total subscription amount under the Subscription from its internal resources.

Use of proceeds

According to the Subscription Agreement, the Issuer will use the net proceeds from the Subscription for working capital and general corporate purposes.

The Company’s rights of termination

The Company may terminate the Subscription Agreement by giving a termination notice to the Issuer at any time prior to the payment of the net proceeds of the issue of the Notes to the Issuer on the Closing Date, if (1) any representation and warranty by the Issuer and/or the Holding Co. in the Subscription Agreement and other issue documents is or proves to be untrue or incorrect on the date of the Subscription Agreement or on the Closing Date; (2) the Issuer and/or the Holding Co. fails to perform any of its obligations under the Subscription Agreement and/or any other issue documents in a material respect; and (3) certain force majeure and hostilities events occur.

Closing

The closing of the Subscription shall take place on the Closing Date.

SELLING RESTRICTIONS

None of the Notes have been or will be registered under the Securities Act, or under any state securities or “blue sky” laws of any state of the United States, and will be subject to customary restrictions on transfer and resale.

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INFORMATION ON THE NOTES

Principal terms of the Notes are set out below:

Issuer: the Issuer Notes Issued: US$30,000,000 aggregate principal amount of 5.9% notes due on 29 June 2018 Issue Price: 100% of the principal amount Maturity Date: 29 June 2018 Interest: 5.9% per annum, payable on 30 December 2017 and 29 June 2018, commencing on 30 December 2017 Ranking of the Notes: The Notes constitute direct, general, unconditional and (subject to certain negative pledge as described in the Terms and Conditions) unsecured obligations of the Issuer which will at all times rank pari passu and without any preference among themselves and at least pari passu with all other present and future unsecured obligations of the Issuer, save for such obligations as may be preferred by provisions of law that are both mandatory and of general application. Keepwell and Liquidity The Notes will be supported by a keepwell and liquidity deed to be Support: entered into by Holding Co., the Issuer and the Trustee, pursuant to which Holding Co. will undertake to, among other things, procure the Issuer to have sufficient liquidity to ensure timely payment of any amounts payable under or in respect of the Notes.

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Holding Co. will also enter into a deed of equity interest purchase undertaking with the Trustee, pursuant to which Holding Co. agrees to, among other things, upon the receipt of a written notice from the Trustee following an event of default under the Notes, purchase (or procure certain subsidiaries of the Holding Co. to purchase) certain equity interest as described in such deed. The Holding Co. further undertakes to (or procure the relevant transferor to) promptly onlend or distribute in full relevant portion of the purchase price to the Issuer, to support the Issuer to, inter alia, discharge its obligations under the Notes.

Redemption:

Unless previously redeemed, or purchased and cancelled, the Notes will be redeemed at their principal amount on 29 June 2018.

The holders of the Notes have the right, at their discretion, to redeem all but not some only of the Notes they hold at 101% of their principal amount, at any time following the occurrence of certain change of control events.

The Notes may also be redeemed at the option of the Issuer in whole, but not in part at their principal amount, together with accrued interest in the event of certain changes affecting taxes of certain jurisdictions, as further described in the Terms and Conditions.

Listing:

No application will be made for the listing of the Notes.

INFORMATION OF HOLDING CO. AND THE ISSUER

To the best of the knowledge, information and belief of the Directors, having made all reasonable enquiries, Holding Co. is an investment holding company. According to the 2016 annual report of the A-Share Listed Co., Holding Co. is the largest shareholder of the A-Share Listed Co., holding more than 40% of the issued shares of the A-Share Listed Co. as at 31 March 2017. The A-Share Listed Co. is a joint stock company established in the PRC whose A shares are listed on the Shanghai Stock Exchange. According to its 2016 annual report, the A-Share Listed Co. is principally engaged in the pharmaceutical business in the PRC.

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To the best of the knowledge, information and belief of the Directors, having made all reasonable enquiries, the Issuer is an indirect wholly owned subsidiary of Holding Co., principally engaged in the investment and financing activities outside the PRC.

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

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.

The terms of the Subscription Agreement and the Notes are negotiated on an arm’s length basis among the parties thereto, with reference to the commercial practice and principal amount of the Notes subscribed. The Directors are of the view that the terms of the Subscription are on normal commercial terms. The Subscription has been entered into based on the Company’s development strategy. Taking into account the satisfactory financial background of Holding Co. and the Issuer, the arrangement regarding keepwell and liquidity support, as well as the stable revenue and cashflow stream expected to be generated by the Notes, the Directors consider that the terms of the Subscription are fair and reasonable and in the interests of the Company and its Shareholders as a whole.

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.

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DEFINITIONS

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

“A-Share Listed Co.” a joint stock company established in the PRC whose shares are owned as to more than 40% by the Holding Co. as at 31 March 2017, according to its 2016 annual report. The A shares of the A-Share Listed Co. are listed on the Shanghai Stock Exchange “Closing Date” 30 June 2017 or a later date agreed in writing by the parties to the Subscription Agreement “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 “Group” the Company and its subsidiaries “Holding Co.” a limited liability company established in the PRC and an indirect shareholder of the Issuer, indirectly holding 100% interests of the Issuer

“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 “Issuer” the issuer of the Notes, being a company incorporated in the British Virgin Islands with limited liability and an indirect wholly owned subsidiary of Holding Co. “Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange

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“Notes” the notes in the aggregate principal amount of US$30,000,000 due on 29 June 2018 “PRC” the People’s Republic of China, for the purpose of this announcement, excluding Hong Kong, the Macau Special Administrative Region of the PRC and Taiwan “Securities Act” United States Securities Act of 1933, as amended “Shareholder(s)” holder(s) of the shares of the Company “Stock Exchange” The Stock Exchange of Hong Kong Limited “Subscription” the subscription for the Notes by the Company in the principal amount of US$30,000,000 “Subscription Agreement” the subscription agreement dated 27 June 2017 and entered into between the Company, the Issuer and Holding Co. in relation to the Subscription “Terms and Conditions” the terms and conditions of the Notes “Trustee” The Bank of New York Mellon, London Branch “United States” the United States of America ‘‘US$’’ 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, 27 June 2017

As at the date of this announcement, the executive Directors are Mr. Li Jinze, Ms. Lin Yuehe and Mr. Wang Haixiong, the non-executive Directors are Mr. Ren Hailong and Mr. Liao Zhaohui, and the independent non-executive Directors are Mr. Chan Kwan Pak, Mr. Siu Gee Tai, Mr. Siu Siu Ling Robert, Mr. Lee, Cheuk Yin Dannis, Mr. Wu Bin and Mr. Wang Lihua.

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