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

Sep 21, 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 PROVISION OF FINANCIAL ASSISTANCE

On 21 September 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 21 September 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 as follows:

Date: 21 September 2018 Parties: i. CMBCCF as lender; and ii. The Borrower. Principal Amount: HK$280,000,000 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. Utilisation: subject to the satisfaction of the conditions precedent as set out in the Facility Agreement, the Borrower may utilise the Loan from and including the date falling 2 Business Days from the date on which a utilisation request is delivered to CMBCCF. Purposes: to finance the Borrower to distribute dividends and general working capital. Interest rate: 1-5% per annum, payable on the repayment date for the Loan. Arrangement fee: 1-2% Repayment Date: 3 months from the utilisation date or such other date as may be agreed by CMBCCF.

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Repayment:

subject as otherwise provided in the Facility Agreement, the Borrower shall repay the outstanding Loan in full on the repayment date.

Security:

the Loan will be secured by, inter alia , the following:

• undertaking provided by each of the shareholders of the Borrower in relation to repayment of the Loan

The Company will finance the Loan with its internal resources.

REASONS FOR AND BENEFITS OF 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 Borrower 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

To the best of the knowledge, information and belief of the Directors, as at the date of this announcement, the Borrower is a company registered in the Cayman 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 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.

DEFINITION

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

“Board”	the board of Directors
“Borrower”	a company registered in the Cayman 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, the
	issued shares of which are listed on the Stock Exchange (stock
	code: 1141)
“connected person(s)”	has the meaning ascribed to it under the Listing Rules
“Director(s)”	director(s) of the Company
“Facility Agreement”	the facility agreement dated 21 September 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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“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
“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 HK$280,000,000 pursuant to the Facility
	Agreement
“PRC”	the People’s Republic of China, for the purpose of this
	announcement, does not include Hong Kong, Macau Special
	Administrative Region and Taiwan
“Shareholders”	holders of the shares of the Company
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“HK$”	Hong Kong dollars, the lawful currency of Hong Kong
“%”	per cent.
	By order of the Board
	CMBC Capital Holdings Limited
	Li Jinze
	Chairman

Hong Kong, 21 September 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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