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

Apr 11, 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

On 11 April 2018, CMBCCF, a wholly-owned subsidiary of the Company has entered into the Loan Agreement with the Borrower, pursuant to which the CMBCCF has agreed to make available to the Borrower the Loans.

As one or more of the applicable percentage ratios (as defined under Rule 14.07 of the Listing Rules) in respect of the Loans exceed(s) 5% but less than 25%, the grant of the Loans constitute discloseable transactions of the Company and are 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 Loans is not subject to the general disclosure obligations under Rule 13.15 of the Listing Rules.

THE LOAN AGREEMENT

On 11 April 2018, CMBCCF, a wholly-owned subsidiary of the Company has entered into the Loan Agreement with the Borrower, pursuant to which the CMBCCF has agreed to make available to the Borrower the Loans.

The principal terms of the Loan Agreement are as follows:

Date: 11 April 2018

Parties: i. CMBCCF as the Lender; and

ii. The Borrower

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Principal Amount:

US$30,000,000

Conditions Precedent:

The Loans will be made available to the Borrower on the utilisation date upon satisfaction, among others, of the following conditions precedent:

• i. the Lender has received all documents as required under the Loan Agreement; and

• ii. no default is continuing or would result from the Loans under the Loan Agreement.

• Utilisation: subject to the satisfaction of the conditions precedent as set out in the Loan Agreement, the Borrower may utilise the Loans no later than 15 May 2018 (or such later date as the Lender may agree and approve in writing).

• Interest rate: 8% per annum, payable on (1) 20th of March, 20th of June, 20th of September and 20th of December of each calendar year and the first interest payment date shall be on the 20th of June 2018; and (2) the repayment date for the Loans.

• Arrangement fee: The Borrower agrees to pay CMBCCF an arrangement fee which is equivalent to certain percentage of the principal amount of the Loans.

Repayment Date: 12 months from the first utilisation date, which may be automatically extended for another 12 months, if certain conditions have been fulfilled.

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

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Security:

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

• i. charge of certain shares that are held by the Borrower; and

• ii. personal guarantee provided by the Guarantors.

The Group will finance the Loans with its internal resources.

REASONS FOR AND BENEFITS OF THE ENTERING INTO THE LOAN AGREEMENT

Taking into account the principal activities of the Group, the Directors consider that entering into the Loan Agreement and the grant of the Loans thereunder are in the ordinary and usual course of business of the Group.

The Loan Agreement has been entered into based on the Company’s development strategy. Taking into account the return from the grant of the Loans and based on the result of the credit assessments made on the repayment ability of the Borrower and the Guarantor and the security for the Loans, the Directors consider that the terms of the Loan Agreement are fair and reasonable, the entering into the Loan Agreement and the grant of the Loans 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 limited liability company incorporated under the laws of Hong Kong. The Borrower is an investment holding company, and an indirect controlling shareholder of a large-scale PRC vaccine producer; the Guarantors are individuals, one of whom is a controlling shareholder of a large scale PRC company and the other Guarantor is his associate who is also interested in such company.

To the best of the knowledge, information and belief of the Directors having made all reasonable enquiries, each of the Borrower, its respective ultimate beneficial owners and the Guarantors 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 Loans exceed(s) 5% but less than 25%, the grant of the Loans constitute discloseable transactions of the Company and are 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 Loans 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:

								r the laws of Hong Kong with	r the laws of Hong Kong with	r the laws of Hong Kong with
“Bo“Bo“C“Co“co“co“Di“Gr“Gu“Ho	ard”rrower”			the board of Directo			rs	r the laws of Hong Kong with
				a compan	y incorpor		ated unde
	limited liabilityMBCCF”CMBC Capital Finance Limitincorporated in Hong Kongsubsidiary of the Companympany”CMBC Capital Holdings Lima company incorporated in Bthe issued shares of which ar(stock code: 1141)nnected person(s)”has the meaning ascribed to introlling shareholder”has the meaning ascribed to irector(s)”director(s) of the Companyoup”the Company and its subsidiaarantors”two individuals who, to tinformation and belief of treasonable enquiries, are Indng Kong”the Hong Kong Special Admi						nce Limitng Kongmpany	ed, a limited liabil and a direct whited (民銀資本控股ermuda with limie listed on the Stoct under the Listingt under the Listingrieshe best of the he Directors havinependent Third Panistrative Region	ity companyolly-owned
							ings Limated in Bwhich arribed to i		有限公司),ted liability,k Exchange Rules
							ribed to impany subsidia		Rules
									knowledge,g made allrtiesof the PRC
						ong Special Adm

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“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
“Loans”	loans to be provided by CMBCCF to the Borrower in the
	principal amount of US$30 million pursuant to the Loan
	Agreement
“Loan Agreement”	the loan agreement dated 11 April 2018 entered into
	between CMBCCF and the Borrower, pursuant to which
	CMBCCF has agreed to make available to the Borrower the
	Loans
“PRC”	the People’s Republic of China, for the purpose of this
	announcement, does not include Hong Kong, Macau Special
	Administrative Region and Taiwan
“RMB”	Renminbi, the lawful currency of the PRC
“Shareholders”	holders of the shares of the Company
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“US$”	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, 11 April 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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