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

Mar 26, 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.

==> picture [218 x 43] intentionally omitted <==

CMBC CAPITAL HOLDINGS LIMITED

(Incorporated in Bermuda with limited liability)

(Stock Code: 1141)

DISCLOSEABLE TRANSACTION SUBSCRIPTION OF INTEREST IN LIMITED PARTNERSHIP

On 26 March 2018, the Subscriber entered into the Subscription Agreement with the General Partner, pursuant to which the Subscriber agreed to subscribe for the interest in the Limited Partnership as a Limited Partner with a Commitment of US$33.98 million.

As certain applicable percentage ratio(s) under the Listing Rules in respect of the transaction contemplated under the Subscription Agreement exceed(s) 5% and all applicable percentage ratios are lower than 25%, such transaction constitutes a discloseable transaction of the Company and is therefore subject to the notification and announcement requirements of Chapter 14 of the Listing Rules.

SUBSCRIPTION OF INTERESTS IN LIMITED PARTNERSHIP

On 26 March 2018, the Subscriber entered into the Subscription Agreement with the General Partner, pursuant to which the Subscriber agreed to subscribe for the interest in the Limited Partnership as a Limited Partner with a Commitment of US$33.98 million.

– 1 –

PRINCIPAL TERMS OF THE SUBSCRIPTION AGREEMENT

The principal terms of the Subscription Agreement are summarised below.

Date: 26 March 2018 Parties: (i) the Subscriber; and (ii) the General Partner. Subscription: The Subscriber subscribed for and agreed to purchase the interest in the Limited Partnership. Consideration: The Subscriber subscribes for the interest in the Limited Partnership for a commitment of US$33.98 million.

Subscription and the Subscriber’s Commitment

The Subscriber would subscribe for the interest of the Limited Partnership for a commitment of US$33.98 million. The Commitment will be payable when called by the General Partner. The Commitment was determined after arm’s length negotiations between the General Partner and the Subscriber, taking into account various factors including the terms of the Subscription Agreement, the investment objectives of the Limited Partnership and the financial position of the Group. The Commitment will be funded by the Company’s internal resources.

– 2 –

INFORMATION ABOUT THE LIMITED PARTNERSHIP

Name of the Limited Partnership:

XY KS Investment, LP

Term of the Limited Partnership:

The term of the Limited Partnership commenced upon the date of its registration as an exempted limited partnership with the Registrar of Exempted Limited Partnership of the Cayman Islands and shall continue unless sooner dissolved in full force and effect until the third anniversary of the date of the closing of the subscription of the interest in Limited Partnership; provided, that the term of the Limited Partnership may be extended by the General Partner upon a majority consent by the Limited Partners for up to two additional one-year periods and, thereafter, by such further periods as approved by the upon a majority consent by the Limited Partners which is necessary to permit an orderly disposition of the debt or equity investment by the Limited Partnership. Notwithstanding the foregoing, the Limited Partnership shall continue in existence until the filing of a notice of dissolution of the Limited Partnership.

Investment objective:

To invest in equity and/or equity-related securities of a company that is an exempted company incorporated with limited liability under the laws of of the Cayman Islands and operates in the live social video businesses sector. To the best knowledge, information and belief of the Directors after all reasonable enquiries, the company and its ultimate beneficial owners are Independent Third Parties.

• Transferability of the interest in the Limited Partnership:

• The General Partner has given its consent to the Subscriber for any transfer of its interest in the Limited Partnership to any person other than to certain restricted person.

The Limited Partnership is an exempted limited partnership established in accordance with the Exempted Limited Partnership Law of Cayman Islands offering limited partnership interests for the purpose of achieving capital appreciation primarily through investments in equity and/or equity-related securities of a company that operates in the live social video businesses sector. The Limited Partnership was registered as an exempted limited partnership on 2 March 2018 in the Cayman Islands. The Limited Partnership will be managed by the General Partner. As it is newly established, neither financial information nor past performance of the Limited Partnership is presented in this announcement. To the best

– 3 –

knowledge, information and belief of the Directors after all reasonable enquiries, the Limited Partnership and its ultimate beneficial owners (other than the Subscriber) are Independent Third Parties.

INFORMATION ABOUT THE GENERAL PARTNER

The General Partner is an exempted company incorporated in the Cayman Islands with limited liability. It is principally engaged in investment and management of funds. The General Partner will have full control over the business and affairs of the Limited Partnership. To the best knowledge, information and belief of the Directors and after all reasonable enquiries, the General Partner and its respective ultimate beneficial owners are Independent Third Parties.

INFORMATION ABOUT THE GROUP

The Subscriber is an investment holding company wholly owned by the Company. The Group is principally engaged in the securities business, investment and financing and asset management and advisory business.

REASONS FOR AND BENEFITS OF 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 Directors believe that the Subscription has been entered into based on the Company’s strategy. The Company considers that the Subscription represents an opportunity for the Group to expand and diversify its investments portfolio and enjoy returns from the investments made by the Limited Partnership.

The Directors consider the terms of the Subscription are on normal commercial terms which are fair and reasonable and the Subscription is in the interests of the Company and its Shareholders as a whole.

IMPLICATIONS UNDER THE LISTING RULES

As certain applicable percentage ratio(s) under the Listing Rules in respect of the transaction contemplated under the Subscription Agreement exceed(s) 5% and all applicable percentage ratios are lower than 25%, such transaction constitutes a discloseable transaction of the Company and is therefore subject to the notification and announcement requirements of Chapter 14 of the Listing Rules.

– 4 –

DEFINITIONS

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

“associate”	has the meaning ascribed to it under the Listing Rules
“Board”	the board of directors of the Company
“BVI”	the British Virgin Islands
“Commitment”	the sum of US$33.98 million, which the Subscriber has
	agreed to make capital contributions to the Limited
	Partnership and the General Partner has agreed to accept
“Company”	CMBC Capital Holdings Limited, a company incorporated
	in Bermuda with limited liability, the shares of which are
	listed on the main board of the Stock Exchange
“Director(s)”	the director(s) of the Company
“General Partner”	REN Alliance Alpha, an exempted company incorporated
	with limited liability in the Cayman Islands
“Group”	the Company and its subsidiaries
“Hong Kong”	the Hong Kong Special Administrative Region of the PRC
“Independent Third	a party which is not a connected person of the Company as
Party(ies)”	defined under the Listing Rules
“Limited Partner”	the limited partner of the Limited Partnership
“Limited Partnership”	XY KS Investment, LP, an exempted limited partnership
	registered in the Cayman Islands
“Listing Rules”	the Rules Governing the Listing of Securities on the Stock
	Exchange

– 5 –

“PRC”

the People’s Republic of China, but for the purpose of this announcement shall exclude Hong Kong, Macau Special Administration Region of the PRC and Taiwan

• “Shareholder(s)” the holder(s) of the ordinary share(s) of the Company “Stock Exchange” The Stock Exchange of Hong Kong Limited

• “Subscriber” Cap FH Holding Limited, a company incorporated under the laws of the British Virgin Islands as a BVI business company, which is an indirect wholly-owned subsidiary of the Company

• “Subscription” the subscription by the Subscriber of a limited partnership interest in the Limited Partnership in accordance with the terms of the Subscription Agreement

• “Subscription Agreement”

  • the subscription agreement dated 26 March 2018 entered into between the Subscriber and the General Partner

• “US$” “%”

• the lawful currency of the United States of America

percentage or per cent.

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

Hong Kong, 26 March 2018

As at the date of this announcement, the executive Directors are Mr. Li Jinze, Mr. Ding Zhisuo, 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.

– 6 –