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

Jan 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.

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CMBC CAPITAL HOLDINGS LIMITED

(Incorporated in Bermuda with limited liability)

(Stock Code: 1141)

DISCLOSEABLE TRANSACTION IN RELATION TO SUBSCRIPTION FOR NOTES

On 26 January 2018, the Issuer has confirmed that the Notes in the subscription amount of US$5,000,000 was allocated to the order placed by the Company.

As one or more of the applicable percentage ratios (as defined under Rule 14.07 of the Listing Rules) in respect of the Subscription exceed(s) 5% but less than 25%, the Subscription constitutes a discloseable transaction of the Company and is subject to the reporting and announcement requirements under Chapter 14 of the Listing Rules.

The order to subscribe

Date of confirmation: 26 January 2018

Parties: 1. The Company as subscriber

1. The Issuer as issuer of the Notes

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The Subscription

On 26 January 2018, the Issuer has confirmed that the Notes in the subscription amount of US$5,000,000 was allocated to the order placed by the Company. The Group will fund the total subscription amount under the Subscription from its internal resources.

Principal terms of the Notes

Ronshine China Holdings Limited

Issuer: Ronshine China Holdings Limited Notes offered: US$325 million aggregate principal amount of 8.25% senior Notes due 2021 Offering price: 98.066% of the principal amount Maturity date: 1 February 2021 Interest: 8.25% per annum, payable semi-annually in arrears Ranking of the Notes: The Notes are:

• general obligations of the Issuer;

• senior in right of payment to any existing and future obligations of the Issuer expressly subordinated in right of payment to the Notes;

• at least pari passu in right of payment with the existing pari passu secured indebtedness and all other unsecured, unsubordinated indebtedness of the Issuer (subject to any priority rights of such unsecured, unsubordinated Indebtedness pursuant to applicable law);

• guaranteed by the Subsidiary Guarantors and the JV Subsidiary Guarantors (if any) on a senior basis, subject to certain limitations;

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• effectively subordinated to all existing and future secured obligations (if any) of the Issuer, the Subsidiary Guarantors and the JV Subsidiary Guarantors, to the extent of the value of the assets serving as security therefor (except for the collateral); and

• effectively subordinated to all existing and future obligations of the non-guarantor subsidiaries

Subsidiary guarantees:

Optional redemption:

Transfer restrictions:

Repurchase at the Option of Holders of the Notes:

Each of the Subsidiary Guarantors will, jointly and severally, guarantee the due and punctual payment of the principal of, premium, if any, and interest on, and all other amounts payable under, the Notes.

At any time prior to maturity, the Issuer may at its option redeem the Notes, in whole but not in part, at a redemption price equal to 100% of the principal amount of the Notes plus the applicable premium as of, and accrued and unpaid interest, if any, to (but not including) the redemption date. At any time and from time to time prior to maturity, the Issuer may redeem up to 35% of the aggregate principal amount of the Notes with the net cash proceeds of one or more sales of the commonstock of the Issuer in an equity offering at a redemption price of 108.25% the principal amount of the Notes, plus accrued and unpaid interest, if any, to (but not including) the redemption date, if any, to (but not including) the redemption date, subject to certain conditions.

The Notes will not be registered under the Securities Act or under any state securities laws of the United States and will be subject to customary restrictions on transfer and resale.

The Issuer shall, at the option of any holders of the Notes, repurchase all of the Notes held by such holders at any time on or after 1 February 2020 at 100% of the principal amount of such Notes, plus accrued and unpaid interest, if any, to (but not including) the repurchase date.

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Listing:

Approval in-principle has been received from the SGX-ST for the listing and quotation of the Notes on the SGX-ST. For so long as the Notes are listed on the SGX-ST and the rules of the SGX-ST so require, the Notes, if traded on the SGX-ST, will be traded in a minimum board lot size of S$200,000 (or its equivalent in foreign currencies). Accordingly, the Notes, if traded on the SGX-ST, will be traded in a minimum board lot size of US$200,000.

INFORMATION OF THE ISSUER

The Issuer is a company incorporated in the Cayman Islands with limited liability and the issued shares of which are listed on the Stock Exchange (Stock Code: 3301). The principal business of the Issuer is investment holding. According to the Issuer’s interim report for the six months ended 30 June 2017, the Issuer and its subsidiaries are principally engaged in property development business in the PRC.

As at the date of this announcement, to the best of the knowledge, information and belief of the Directors, having made all reasonable enquiries, the Issuer and its ultimate beneficial owners are Independent Third Parties.

INFORMATION OF THE GROUP

As at the date of this announcement, the Group is principally engaged in the business of brokerage and related services, securities investments and provision of finance.

REASONS AND BENEFITS FOR THE SUBSCRIPTION

The Directors believe that the Subscription is complementary to the Group’s development strategy and will generate stable income for the Group.

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.

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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 Subscription exceed(s) 5% but less than 25%, the Subscription constitutes a discloseable transaction of the Company and is subject to the reporting and announcement requirements under Chapter 14 of the Listing Rules.

DEFINITIONS

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

“Company” CMBC Capital Holdings Limited (民銀資本控股有限公司), a company incorporated in Bermuda with limited liability and the issued shares of which are listed on the Stock Exchange (stock code: 1141) “Director(s)” the director(s) of the Company “Group” the Company and its subsidiaries “Hong Kong” the Hong Kong Special Administrative Region of the PRC “Independent Third any person(s) which or who is/are not a connected person of the Party(ies)” Company within the meaning ascribed thereto under the Listing Rules

“Issuer” Ronshine China Holdings Limited (融信中國控股有限公司), a company incorporated in the Cayman Islands with limited liability, the issued shares of which are listed on the Stock Exchange (Stock Code: 3301)

“Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange “Notes” the US$ denominated senior notes in the aggregate amount of US$325 million to be issued by the Issuer

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“PRC”	the People’s Republic of China, for the purpose of this
	announcement, does not include Hong Kong, Macau Special
	Administrative Region and Taiwan
“Securities Act”	the United States Securities Act of 1933, as amended
“SGX-ST”	The Singapore Exchange Securities Trading Limited
“Shareholder(s)”	holder(s) of the shares of the Company
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“Subscription”	the subscription for the Notes by the Company in the subscription
	amount of US$5,000,000
“Subsidiary Guarantor(s)”	non-PRC subsidiaries of the Issuer that on the issue date of the
	Notes will provide guarantees to the Issuer’s obligations under the
	Notes
“S$”	Singapore dollars, the lawful currency for the time being of
	Singapore
“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, 26 January 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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