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

Nov 25, 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)

MAJOR TRANSACTION IN RELATION TO SUBSCRIPTION FOR NOTES

On 23 November 2018, the Company has entered into the Subscription Agreement with the Issuer, pursuant to which, the Company has agreed to subscribe the Notes in the principal amount of HK$234,900,000.

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) 25% but are less than 100%, the entering into of the Subscription Agreement and the transactions contemplated thereunder constitute a major transaction for the Company under Chapter 14 of the Listing Rules and are subject to the reporting, announcement, circular and shareholders’ approval requirements.

The Company has obtained written Shareholders’ approval for the Subscription in accordance with Rule 14.44 of the Listing Rules from CMBC Investment, which is a controlling shareholder of the Company beneficially interested in approximately 60.22% of issued share capital of the Company as at the date of this announcement. Pursuant to Rule 14.44 of the Listing Rules, the written approval from CMBC Investment is accepted in lieu of holding a general meeting for approval of the Subscription Agreement and the transactions contemplated thereunder.

A circular containing, among other things, further details of the Subscription Agreement is expected to be despatched to the Shareholders by 14 December 2018.

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THE SUBSCRIPTION

On 23 November 2018, the Company has entered into the Subscription Agreement with the Issuer, pursuant to which, the Company has agreed to subscribe the Notes in the principal amount of HK$234,000,000.

Principal terms of the Subscription Agreement are set out below:

Date: 23 November 2018 Parties: 1. The Company 2. The Issuer

Consideration

The Company has agreed to subscribe for the Notes in principal amount of HK$234,900,000 on the Completion Date at the issue price of the Notes (being HK$234,900,000).

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, inter alia, to finance the acquisition of a property in Hong Kong (through the acquisition of an overseas company).

Conditions precedent

The obligations of each subscriber to effect the Completion shall be conditional upon satisfaction, among others, of the following conditions precedent:

• i. receipt of all of the documents and other evidence as required under the Subscription Agreement; and

• ii. the Issuer undertakes to use all reasonable endeavours to ensure that the conditions precedent are satisfied as soon as reasonably practicable after the date of the Subscription Agreement.

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The subscribers of the Notes may waive (in whole or in part, whether conditionally or unconditionally, in their sole discretion) any of the conditions precedent, provided that any such waiver shall be without prejudice to the subscribers’ right under the Subscription Agreement.

If the conditions precedent have not been satisfied (or, as the case may be, waived) by 24 December 2018, the subscribers may (by notice in writing to the Issuer) terminate the Subscription Agreement.

Completion

Completion of the Subscription shall take place on the Completion Date.

INFORMATION ON THE NOTES

Principal terms of the Notes are set out below:

Issuer:	the Issuer
Notes Issued:	HK$4,000,000,000 aggregate principal amount of floating
	rate senior secured notes due 2020
Issue Price:	100% of the principal amount
Maturity Date:	2 years from the issue date of the Notes and extendible for
	another year
Interest:	the Notes will accrue interest at the higher of:

• (a) aggregate of:

  • (i) 3-month HIBOR; and

  • (ii) the percentage rate per annum which, when added to 3-month HIBOR as at the date on which the Notes are issued, will cause the interest rate as at such date to be equal to 8 per cent. per annum; and

• (b) 8 per cent per annum

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Interest Payments:

Upfront fees:

Transaction Security:

The interest shall be payable in cash quarterly-annually in advance.

• 6% of the subscription amount of the Notes

The Notes are secured by, among others, the following transaction security:

• (a) first priority assignment by the Fund of all present and future shareholder loans to the Issuer;

• (b) first priority security granted by the Fund over the issued share capital of the Issuer;

• (c) first priority asset security granted by the Issuer, including but not limited to, first fixed charge over certain of its accounts; and

• (d) subordination of all present and future shareholder and intercompany loans to and all other liabilities of (including contingent liabilities owed by) the Issuer.

Ranking of the Notes:

Redemption:

Listing:

The Notes will constitute direct, unsubordinated first ranking secured obligations of the Issuer and will rank at least pari passu with all other senior obligations of the Issuer other than obligations which are mandatorily preferred at law.

Unless previously redeemed or purchased and cancelled, the Notes will be redeemed on the maturity date at their principal amount, together with interest accrued to the date fixed for redemption.

The Notes are to be unlisted.

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INFORMATION OF THE ISSUER

To the best of the knowledge, information and belief of the Directors, having made all reasonable enquiries, the Issuer is an investment holding company, wholly owned by a segregated portfolio company which is principally engaged in real estate investment.

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 Issuer and its 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 securities business, investment and financing and asset management and advisory business.

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 the Issuer and the transaction security, 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) 25% but are less than 100%, the entering into of the Subscription Agreement and the transactions contemplated thereunder constitute a major transaction for the Company under Chapter 14 of the Listing Rules and are subject to the reporting, announcement, circular and shareholders’ approval requirements.

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The Company has obtained written Shareholders’ approval for the Subscription in accordance with Rule 14.44 of the Listing Rules from CMBC Investment, which is a controlling shareholder of the Company beneficially interested in approximately 60.22% of issued share capital of the Company as at the date of this announcement. Pursuant to Rule 14.44 of the Listing Rules, the written approval from CMBC Investment is accepted in lieu of holding a general meeting for approval of the Subscription Agreement and the transactions contemplated thereunder.

A circular containing, among other things, further details of the Subscription Agreement is expected to be despatched to the Shareholders by 14 December 2018.

DEFINITIONS

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

• “CMBC Investment”

  • CMBC International Investment Limited (民銀國際投資有 限公司), a company incorporated in the British Virgin Islands, and a controlling shareholder 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)

• “Completion” the completion of the subscription for and issue of the Notes in accordance with the Subscription Agreement

• “Completion Date” subject to the terms of the Subscription Agreement, the third business days after the date on which the notes trustee confirms to each subscriber (acting on the instruction of the subscribers) notifies the Issuer that all of the conditions precedent have been satisfied or waived in accordance with the Subscription Agreement, or such other date as the parties may agree (not later than 31 December 2018) on which date the Completion takes place

• “Director(s)”

the director(s) of the Company

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“Fund”	VMS Real Estate Fund 2 SPC, for the account of, and on
	behalf of, its segregated portfolio, VMS Wanchai 1 Fund
	S.P., a Cayman incorporated segregated portfolio company,
	being the sole shareholder of the Issuer
“Group”	the Company and its subsidiaries
“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
“Issuer”	EV Wanchai 1 Holdings Limited, a business company
	incorporated with limited liability under the laws of the
	British Virgin Islands
“Listing Rules”	the Rules Governing the Listing of Securities on the Stock
	Exchange
“Maturity Date”	the date which is two (2) years after the issue date of the
	Notes
“Notes”	the floating rate senior secured notes due 2020 to be issued
	by the Issuer, with an aggregate principal amount of
	HK$4,000,000,000
“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
“Subscription”	the subscription for the Notes under the Subscription
	Agreement by the Company in the principal amount of
	HK$234,900,000

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“Subscription Agreement”

the subscription agreement dated 23 November 2018 and entered into between the Company and the Issuer in relation to the Subscription

“%”

per cent

By order of the Board CMBC Capital Holdings Limited Li Jinze

Chairman

Hong Kong, 25 November 2018

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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