PegBio Co., Ltd. — Capital/Financing Update 2019

Mar 5, 2019

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 SUPPLEMENTAL DEED IN RELATION TO EXTENSION OF THE OUTSTANDING LOAN

EXTENSION OF THE OUTSTANDING LOAN

Reference is made to the announcements of the Company dated 5 March 2018, 28 June 2018 and 29 November 2018, in relation to, among others, (i) the Facility Agreement pursuant to which CMBCCF, a wholly-owned subsidiary of the Company, agreed to provide the Borrower the loans of HK$100,000,000 for a period of 12 months from the utilisation date, which may be extended for a further 12 months with the written consent of CMBCCF; (ii) the Second Facility Agreement pursuant to which CMBCCF granted the Second Loan to a Second Borrower and (iii) the Third Facility Agreement pursuant to which CMBCCF granted a Third Loan to the Second Borrower. The Borrower is a controlling shareholder of the Second Borrower.

The Board announces that on 5 March 2019 (after trading hours), after arm’s length negotiation, CMBCCF has entered into the Supplemental Deed with the Borrower and the Guarantor to extend the repayment date of the Outstanding Loan subject to the terms and conditions of the Supplemental Deed.

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LISTING RULES IMPLICATION

As the Second Facility Agreement, the Third Facility Agreement and the Supplemental Deed were entered into between CMBCCF and the Borrower or Second Borrower within a 12-month period, the transactions contemplated under the Second Facility Agreement, the Third Facility Agreement and the Supplemental Deed are aggregated for the purpose of determining the highest applicable percentage ratio under Chapter 14 of the Listing Rules.

As one or more of the applicable percentage ratios (as defined under Rule 14.07 of the Listing Rules) in respect of the Second Loan, Third Loan, and the grant of the extension of the Outstanding Loan (on an aggregated basis) exceed(s) 5% but less than 25%, the Second Loan and Third Loan and the grant of the extension of the Outstanding Loan 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 or the Second Borrower under the Second Loan, Third Loan, and the grant of the extension of the Outstanding Loan (on an aggregated basis) does not exceed 8% of the assets ratio as defined under Rule 13.13 of the Listing Rules, Second Loan and Third Loan and the grant of the extension of the Outstanding Loan is not subject to the general disclosure obligations under Rule 13.15 of the Listing Rules.

Reference is made to the announcements of the Company dated 5 March 2018, 28 June 2018 and 29 November 2018, in relation to, among others, (i) the Facility Agreement pursuant to which CMBCCF, a wholly-owned subsidiary of the Company, agreed to provide the Borrower the loans of HK$100,000,000 (“ First Loan ”) for a period of 12 months from the utilisation date, which may be extended for a further 12 months with the written consent of CMBCCF,(ii) the second facility agreement (“ Second Facility Agreement ”) pursuant to which CMBCCF granted the second loan (“ Second Loan ”) to a second borrower (“ Second Borrower ”) and (iii) the third facility agreement (“ Third Facility Agreement ”) pursuant to which CMBCCF granted a third loan (“ Third Loan ”) to the Second Borrower. The Borrower is a controlling shareholder of the Second Borrower.

Unless otherwise defined herein, capitalised terms used in this announcement shall have the same meaning as those defined in the announcement of the Company dated 5 March 2018.

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THE SUPPLEMENTAL DEED IN RELATION TO THE EXTENSION OF THE OUTSTANDING LOAN

As at the date of this announcement, the outstanding principal sum of the First Loan is HK$45,000,000 (the “ Outstanding Loan ”).

On 5 March 2019, after arm’s length negotiation, CMBCCF has entered into a supplemental deed (“ Supplemental Deed ”) with the Borrower and the Guarantor to extend the repayment date of the Outstanding Loan to 4 March 2020. The interest rate of the Outstanding Loan will be increased to 8% per annum, and the arrangement fee is 1.5% of the Outstanding Loan. Save as disclosed herein, all other material terms and provisions of the Facility Agreement, including the (i) charge of certain shares of the Listco held by the Borrower; and (ii) personal guarantee provided by the Guarantor, remain in full force and effect.

REASONS FOR AND BENEFITS OF THE ENTERING INTO THE SUPPLEMENTAL DEED

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

The Supplemental Deed has been entered into after arm’s length negotiation between the parties and is based on the Company’s development strategy.

Taking into account the return from the grant of the extension of the Outstanding Loan and based on the result of the credit assessments made on the financial strength and repayment ability of the Borrower, the Guarantor and the security for the Outstanding Loan, the Directors consider that the terms of the Supplemental Deed are fair and reasonable, the entering into the Supplemental Deed and the grant of the extension for the Outstanding Loan 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.

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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. The Borrower does not carry out any business activities.

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 Second Loan, Third Loan, and the grant of the extension of the Outstanding Loan (on an aggregated basis) exceed(s) 5% but less than 25%, the Second Loan and Third Loan and the grant of the extension of the Outstanding Loan 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 or the Second Borrower under the grant of the extension of the Outstanding Loan and the Second Loan and Third Loan (on an aggregated basis) does not exceed 8% of the assets ratio as defined under Rule 13.13 of the Listing Rules, the Second Loan and Third Loan and the grant of the extension of the Outstanding Loan is not subject to the general disclosure obligations under Rule 13.15 of the Listing Rules.

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

Hong Kong, 5 March 2019

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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