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

Jan 29, 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 AGREEMENT IN RELATION TO EXTENSION OF THE OUTSTANDING LOAN

EXTENSION OF THE OUTSTANDING LOAN

Reference is made to the announcement of the Company dated 30 January 2018.

The Board announces that on 29 January 2019 (after trading hours), after arm’s length negotiation, CMBCCF has entered into the Supplemental Agreement with the Borrower and the Guarantor to extend the repayment date of the Outstanding Loan subject to the terms and conditions of the Supplemental Agreement.

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 Outstanding Loan exceed(s) 5% but less than 25%, 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 does not exceed 8% of the assets ratio as defined under Rule 13.13 of the Listing Rules, 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.

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Reference is made to the announcement of the Company dated 30 January 2018 (“ Announcement ”) in relation to the Facility Agreement pursuant to which CMBCCF, a wholly-owned subsidiary of the Company, agreed to provide the Borrower a loan of US$18,000,000 (“ Loan ”) for a period of 12 months, which may be extended for a further 12 months with the written consent of CMBCCF. Unless otherwise defined herein, capitalised terms used in this announcement shall have the same meaning as those defined in the Announcement.

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

As at the date of this announcement, the outstanding principal sum of the Loan is US$13,000,000 (the “ Outstanding Loan ”).

On 29 January 2019, after arm’s length negotiation, CMBCCF has entered into a supplemental agreement (“ Supplemental Agreement ”) with the Borrower and the Guarantor to extend the repayment date of the Outstanding Loan to 29 January 2020. The interest rate of the Outstanding Loan has been slightly increased and is in the range of 7-11% per annum, and the arrangement fee is in the range of 0.5-1.5% of the Outstanding Loan. Save as disclosed herein, all other material terms and provisions of the Facility Agreement remain in full force and effect.

REASONS FOR AND BENEFIT OF THE ENTERING INTO THE SUPPLEMENTAL AGREEMENT

Taking into account the principal activities of the Group, the Directors consider that entering into the Supplemental Agreement 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 Agreement 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 Agreement are fair and reasonable, the entering into the Supplemental Agreement 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, information and belief of the Directors, as at the date of this announcement, the Borrower is an indirect wholly-owned subsidiary of the Guarantor incorporated in the British Virgin Islands, which principally acts as one of the Guarantor’s investment platform; the Guarantor principally engages in the business of real estate development, property management, hotel investment and management, and property management.

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 Outstanding Loan exceed(s) 5% but less than 25%, 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 does not exceed 8% of the assets ratio as defined under Rule 13.13 of the Listing Rules, 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, 29 January 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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