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PegBio Co., Ltd. Capital/Financing Update 2018

Sep 3, 2018

50676_rns_2018-09-03_f1906d02-f7b1-4a90-bd92-486a8df39ab9.pdf

Capital/Financing Update

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Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this notice, 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 notice.

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CMBC CAPITAL HOLDINGS LIMITED

(Incorporated in Bermuda with limited liability)

(Stock Code: 1141)

NOTICE OF SPECIAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that a special general meeting (the “ SGM ”) of CMBC Capital Holdings Limited (the “ Company ”) will be held at Units 6601A & 6607-8, Level 66, International Commerce Centre, 1 Austin Road West, Kowloon, Hong Kong on Thursday, 20 September 2018 at 10:30 a.m. to consider and, if thought fit, pass with or without modification the following resolution as ordinary resolutions of the Company:

ORDINARY RESOLUTIONS

  1. THAT :

    • (A) subject to and conditional upon the fulfilment of the conditions in the subscription agreement dated 3 July 2018 (“ Subscription Agreement ”) entered into between the Company as issuer and CMBC International Investment Limited (“ Subscriber ”), a substantial shareholder of the Company as the subscriber, in relation to the proposed subscription of a maximum of 1,350,000,000 shares of HK$0.01 each in the share capital of the Company (each a “ Subscription Share ”, and collectively, the “ Subscription Shares ”) at a subscription price of HK$0.363 per Subscription Share (a copy of the Subscription Agreement is marked “B” and signed by the chairman of the SGM for identification purpose has been tabled at the meeting), the form and substance of the Subscription Agreement be and are hereby approved, ratified and confirmed and any one Director be and is hereby authorised to approve any changes and amendments thereto as he may consider necessary, desirable or appropriate;

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  • (B) the grant of specific mandate (the “ Specific Mandate ”) to the directors (the “ Directors ”) of the Company to allot and issue the Subscription Shares to the Subscriber pursuant to the Subscription Agreement; and the Specific Mandate is in addition to, and shall not prejudice nor revoke any general or specific mandate(s) which has/have been granted or may from time to time be granted to the Directors by the shareholders of the Company prior to the passing of this resolution;

  • (C) subject to the fulfillment of the conditions of the Subscription Agreement, any one Director be and is hereby authorised to exercise all the powers of the Company and to take all steps as might in his opinion be desirable or necessary in connection with the Subscription Agreement to, including without limitation, allot and issue the Subscription Shares; and

  • (D) all other transactions contemplated under the Subscription Agreement be and are hereby approved and any one Director be and is authorised to do all such acts and things, to sign and execute such documents or agreements or deeds on behalf of the Company and to do such other things and to take all such actions as he considers necessary, appropriate, desirable or expedient for the purposes of giving effect to or in connection with the Subscription Agreement, the allotment and issue of the Subscription Shares and to agree to such variation, amendments or waiver of matters relating thereto as are, in the opinion of the such Director, in the interests of the Company and its shareholders as a whole.”

Yours faithfully, By order of the Board CMBC Capital Holdings Limited Li Jinze Chairman

Hong Kong, 3 September 2018

Registered office: Principal place of business Clarendon House in Hong Kong: 2 Church Street Units 6601A and 6607-6608 Hamilton HM 11 Level 66 Bermuda International Commerce Centre 1 Austin Road West Kowloon Hong Kong

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Notes:

  • 1 A member of the Company entitled to attend and vote at the SGM convened by the above notice is entitled to appoint one or if he/she is the holder of two or more shares, more than one proxy to attend and, subject to the provisions of the memorandum of association and articles of association of the Company, to vote on his/her behalf. A proxy need not be a member of the Company but must be present in person at the SGM to represent the member. If more than one proxy is so appointed, the appointment shall specify the number and class of shares in respect of which each such proxy is so appointed.

  • 2 In order to be valid, the form of proxy must be deposited together with a power of attorney or other authority, if any, under which it is signed or a notarially certified copy of that power or authority, at the office of the Company’s branch share registrar and transfer office in Hong Kong, Tricor Tengis Limited, at Level 22, Hopewell Centre 183 Queen’s Road East, Hong Kong not less than 48 hours before the time appointed for holding the meeting or adjourned meeting. Completion and return of the form of proxy will not preclude a member of the Company from attending and voting in person at the SGM or any adjournment thereof, should he so wish.

  • 3 Completion and return of an instrument appointing a proxy will not preclude a member of the Company from attending and voting in person at the meeting and/or any adjournment thereof and in such event, the instrument appointing a proxy shall be deemed to be revoked.

  • 4 As required under the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, the above resolutions will be decided by way of poll.

  • 5 The form of proxy for use at the SGM is enclosed herewith.

As at the date hereof, 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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