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

Mar 5, 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 5 March 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 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 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 Loans is not subject to the general disclosure obligations under Rule 13.15 of the Listing Rules.

THE FACILITY AGREEMENT

On 5 March 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 Loans.

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The principal terms of the Facility Agreement are as follows:

Date: 5 March 2018 Parties: i. CMBCCF; and ii. The Borrower. Principal Amount: HK$100,000,000 Conditions Precedent: Facility A Loan 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 Facility Agreement;

• ii. no default is continuing or would result from the Loan under the Facility Agreement; and

• iii. the representations made by the Borrower under Facility Agreement remain true in all material respects.

Additional Conditions: Precedent for Facility B Loan

With respect to Facility B Loan, in addition to the conditions precedent mentioned above, it will be made available to the Borrower on the utilisation date upon satisfaction, among others, of the following additional conditions precedent:

• i. the financial status and other conditions of the Obligors, CMBCCF, the loan market or otherwise are, in the sole opinion of CMBCCF, satisfactory to CMBCCF;

• ii. there are no other circumstances which have or could reasonably be expected to have a material adverse effect on any one of the Obligors; and

• iii. the arrangement fee for the Facility B has been or will be payable when Facility B Loan is utilised.

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Utilisation: subject to the satisfaction of the conditions precedent as set out in the Facility Agreement, the Borrower may utilise the Loans as follows:

For Facility A Loan, during the period from and including the date of the Facility Agreement to and including the date falling five (5) Business Days from the date of the Facility Agreement (or such longer period as CMBCCF may agree in writing);

For Facility B Loan, during the period from and including the date falling the fifth (5th) month anniversary of the date of the Facility Agreement to and including the date falling sixth (6th) month anniversary of the date of the Facility Agreement (or such longer period as CMBCCF may agree in writing).

• Purpose: The Borrower shall apply the Loans towards the primary business objectives and the related purposes of any company or corporation more than 30% of the issued share capital of which is beneficially owned, directly or indirectly by the Borrower.

• Interest rate: 5-10% per annum.

• Arrangement fee: the Borrower shall pay to the Lender non-refundable arrangement fees of HK$900,000 for the Facility A and HK$600,000 for the Facility B, which shall be deducted from the proceeds of the Loans.

• Repayment date: 12 months from the utilisation date. At the request of the Borrower, CMBCCF may at its sole and absolute discretion (but not obliged to) extend the repayment date of a Facility to the date falling 24 months from the utilisation date of the relevant Facility.

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

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

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

• ii. personal guarantee provided by the Guarantor.

The Company will finance the Loans with its internal resources.

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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 Loans 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 Loans and based on the result of the credit assessments made on the financial strength and repayment ability of the Guarantor and the security for the Loans, 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 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 GUARANTOR

To the best of the knowledge of the Directors, as at the date of this announcement, the Borrower is an investment holding company and wholly-owned by the Guarantor.

To the best of the knowledge, information and belief of the Directors having made all reasonable enquiries, each of the Borrower, the Guarantor and their respective ultimate beneficial owners is an Independent Third Party as at the date of this announcement.

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 Loans 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 Loans is not subject to the general disclosure obligations under Rule 13.15 of the Listing Rules.

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DEFINITION

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

“Board”	the board of Directors
“Borrower”	a company incorporated in British Virgin Islands with limited
	liability
“Business Day”	means a day (other than a Saturday, Sunday and public holiday)
	on which licensed banks are generally open for business in Hong
	Kong;
“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 5 March 2018 entered into between
	the Company and the Borrower, pursuant to which CMBCCF has
	agreed to make available to the Borrower the Loans
“Facilities”	Facility A and Facility B; and each a “Facility”
“Facility A”	the term loan facility in the sum of HK$60,000,000 made
	available under the Facility Agreement
“Facility B”	the term loan facility in the sum of HK$40,000,000 made
	available under the Facility Agreement
“Facility A Loan”	a loan made or to be made under Facility A or the principal
	amount outstanding for the time being of that loan
“Facility B Loan”	a loan made or to be made under Facility B or the principal
	amount outstanding for the time being of that loan

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“Group”	the Company and its subsidiaries
“Guarantor”	an individual, who is the sole shareholder of the Borrower
“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 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
“Listco”	a company incorporated with limited liability under the laws
	of the Cayman Islands whose shares are listed on the Stock
	Exchange. To the best of the knowledge of the Directors, the
	Listco is principally engaged in the education business
“Loans”	Facility A Loan and Facility B Loan, collectively
“Obligors”	the Borrower and the Guarantor and "Obligor" means any one of
	them
“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
“%”	per cent.
	By order of the Board
	CMBC Capital Holdings Limited
	Li Jinze
	Chairman

Hong Kong, 5 March 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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