PegBio Co., Ltd. — Capital/Financing Update 2018

Nov 28, 2018

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 FINANCIAL ASSISTANCE

On 28 November 2018, 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.

As the amount of the financial assistance advanced to the Borrower does not exceed 8% of the assets ratio as defined under Rule 13.13 of the Listing Rules, the grant of the Loan is not subject to the general disclosure obligations under Rule 13.15 of the Listing Rules.

THE FACILITY AGREEMENT

On 28 November 2018, 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.

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The principal terms of the Facility Agreement are set out below:

Date: 28 November 2018 Parties: 1. CMBCCF as lender; and 2. 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.CMBCCF 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.
Utilization:	The Borrower may utilise the Loan by delivery to CMBCCF
	of a duly completed utilisation request not later than one (1)
	Business Day before the proposed utilisation date or any
	other day and time as agreed between the parties.
Purpose:	The Borrower shall apply the Loan towards payment of the
	copyright royalties of boardcasting the English football
	league and the financing of general working capital
	requirements of the Borrower.
Interest rate:	5-10% per annum, payable every three (3) months from the
	utilization date.
Arrangement fee:	1-5%
Repayment Date:	12 months from the utilisation date.
Repayment:	subject as otherwise provided in the Facility Agreement, the
	Borrower shall repay the outstanding Loan in full on the
	repayment date.

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Security:

• corporate guarantee provided by Corporate Guarantee 1;

• – corporate guarantee provided by Corporate Guarantee 2;

• the debenture issued by the Subsidiary in favour of CMBCCF.

The Company will finance the Loan with its internal resources.

REASONS AND BENEFITS FOR 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.

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 made on the financial strength and repayment ability of the Guarantors and the security for the Loan, 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 GUARANTORS

To the best of the knowledge, information and belief of the Directors, as at the date of this announcement, the Borrower is a company incorporated in the British Virgin Islands, which is a holding company.

To the best of the knowledge, information and belief of the Directors having made all reasonable enquiries, each of the Borrower, the Guarantors and their respective ultimate beneficial owners is an Independent Third Party as at the date of this announcement.

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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.

As the amount of the financial assistance advanced to the Borrower does not exceed 8% of the assets ratio as defined under Rule 13.13 of the Listing Rules, the grant of the Loan is not subject to the general disclosure obligations under Rule 13.15 of the Listing Rules.

DEFINITIONS

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

• “Borrower” a company incorporated in the British Virgin Islands

• “CMBCCF” CMBC Capital Finance Limited, a limited liability company incorporated in Hong Kong and a direct wholly-owned subsidiary of the Company

• “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)

• “Corporate Guarantee 1” a company incorporated in the PRC and controlled by the sole shareholder of the Borrower

• “Corporate Guarantee 2” a company incorporated in the PRC and controlled by the sole shareholder of the Borrower

• “Director(s)” the director(s) of the Company

• “Facility Agreement” the facility agreement dated 28 November 2018 entered into between CMBCCF and the Borrower, pursuant to which CMBCCF has agreed to make available to the Borrower the Loan

• “Group” the Company and its subsidiaries

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“Guarantors”	collectively, Corporate Guarantor 1 and Corporate
	Guarantor 2
“HK$”	Hong Kong Dollars(s), the lawful currency of Hong Kong
“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
Party(ies)”	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
“Loan”	a loan to be provided by CMBCCF to the Borrower in the
	principal amount of US$40,000,000 pursuant to the Facility
	Agreement
“PRC”	the People’s Republic of China, for the purpose of this
	announcement, excluding Hong Kong, the Macau Special
	Administrative Region of the PRC and Taiwan
“Shareholder(s)”	holder(s) of the shares of the Company
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“Subsidiary”	a company incorporated under the laws of the British Virgin
	Islands and controlled by Corporate Guarantee 1
“US$”	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 2018

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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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