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

Jan 27, 2019

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult a licensed securities dealer, registered institution in securities, bank manager, solicitor, certified public accountant or other professional adviser.

If you have sold or transferred all your shares in CMBC Capital Holdings Limited, you should at once hand this circular and the enclosed form of proxy to the purchaser or the transferee or to the bank, licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser or the transferee.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, 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 circular.

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CMBC CAPITAL HOLDINGS LIMITED

(Incorporated in Bermuda with limited liability)

(Stock Code: 1141)

MAJOR TRANSACTION IN RELATION TO SUBSCRIPTION FOR NOTES

Capitalised terms used in this cover page shall have the same meanings as those defined in the section headed “Definition” in this circular. A letter from the Board is set out on pages 4 to 9 of this circular.

25 January 2019

CONTENTS

	Pages	Pages
DEFINITIONS	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
**LETTER FROM **	THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
APPENDIX I	– FINANCIAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . .	10
APPENDIX II	– GENERAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . .	14

– i –

DEFINITIONS

In this circular, unless the context otherwise requires, the following terms shall have the following meanings:

• “Announcement”

the announcement dated 25 November 2018 made by the Company

• “associate” has the meaning ascribed to it under the Listing Rules

• “Board” the board of Directors

• “China Minsheng”

• China Minsheng Banking Corp., Ltd. (中國民生銀行 股份有限公司), a joint stock limited company incorporated in the PRC with limited liability, the H shares of which are listed on the Stock Exchange (stock code: 1988) and the A shares of which are listed on the Shanghai Stock Exchange (stock code: 600016)

• “China Minsheng Hong Kong Branch”

• the Hong Kong branch of China Minsheng

• “CMBC Investment”

• CMBC International Investment Limited (民銀國際 投資有限公司), a company incorporated in the British Virgin Islands, and a controlling shareholder of the Company

• “CMBCI”

• CMBC International Holdings Limited (民生商銀國 際控股有限公司), a company incorporated in Hong Kong with limited liability and a controlling shareholder of the Company

• “CMBCI Group”

• CMBCI and its subsidiaries, for the purpose of this circular, excluding the members of the Group

• “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)

– 1 –

DEFINITIONS

• “Completion Date”

• subject to the terms of the Subscription Agreement, the third business days after the date on which the notes trustee confirms to each subscriber (acting on the instruction of the subscribers) notifies the Issuer that all of the conditions precedent have been satisfied or waived in accordance with the Subscription Agreement, or such other date as the parties may agree (not later than 31 December 2018) on which date the Completion takes place

• “connected person(s)” has the meaning ascribed to it under the Listing Rules

• “controlling shareholder” has the meaning ascribed to it under the Listing Rules

• “Directors” the directors of the Company

• “Fund” VMS Real Estate Fund 2 SPC, for the account of, and on behalf of, its segregated portfolio, VMS Wanchai 1 Fund S.P., a Cayman incorporated segregated portfolio company, being the sole shareholder of the Issuer

• “Group” the Company and its subsidiaries

• “HK$” Hong Kong Dollar(s), the lawful currency of Hong Kong

• “Hong Kong” the Hong Kong Special Administrative Region of the PRC

• “Independent Third Party(ies)” any entity(ies) or person(s) which or who is/are not a connected person of the Company within the meaning ascribed thereto under the Listing Rules

• “Issuer”

• EV Wanchai 1 Holdings Limited, a business company incorporated with limited liability under the laws of the British Virgin Islands

• “Latest Practicable Date” 21 January 2019 being the latest practicable date prior to the printing of this circular for ascertaining certain information contained therein

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DEFINITIONS

• “Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange, as amended, supplemented or otherwise modified from time to time

• “Maturity Date”

• the date which is two (2) years after the issue date of the Notes

• “Notes” the floating rate senior secured notes due 2020 to be issued by the Issuer, with an aggregate principal amount of HK$4,000,000,000

• “PRC” the People’s Republic of China, for the purpose of this circular, excluding Hong Kong, the Macau Special Administrative Region of the PRC and Taiwan

• “SFO” Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)

• “Share(s)”

• ordinary share(s) of the Company with a nominal value of HK$0.01 each

• “Shareholder(s)”

• holders of the share(s) of the Company

• “Stock Exchange”

• The Stock Exchange of Hong Kong Limited

• “Subscription”

• the subscription for the Notes under the Subscription Agreement by the Company in the principal amount of HK$234,900,000

• “Subscription Agreement”

• the subscription agreement dated 23 November 2018 and entered into between the Company and the Issuer in relation to the Subscription

• “UBO”

• the ultimate beneficial owner of the Issuer

• “UBO Group”

• the UBO and its subsidiaries

• “%”

• per cent

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LETTER FROM THE BOARD

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CMBC CAPITAL HOLDINGS LIMITED

(Incorporated in Bermuda with limited liability)

(Stock Code: 1141)

Executive Director: Mr. Li Jinze Mr. Ding Zhisuo Mr. Ng Hoi Kam

Non-executive Directors: Mr. Ren Hailong Mr. Liao Zhaohui

Independent non-executive Directors: Mr. Lee, Cheuk Yin Dannis Mr. Wu Bin Mr. Wang Lihua

Registered Office: Clarendon House 2 Church Street Hamilton HM 11 Bermuda

Head Office and Principal Place of Business: Units 6601A and 6607-6608 Level 66 International Commerce Centre 1 Austin Road West Kowloon Hong Kong 25 January 2019

To the Shareholders

Dear Sir or Madam,

MAJOR TRANSACTION IN RELATION TO SUBSCRIPTION FOR NOTES

I. INTRODUCTION

Reference is made to the Announcement in relation to the subscription of Notes under the Subscription Agreement by the Company.

As disclosed in the Announcement, on 23 November 2018, the Company entered into the Subscription Agreement with the Issuer, pursuant to which, the Company has agreed to subscribe the Notes in the principal amount of HK$234,900,000.

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) 25% but are less than 100%, the entering into of the Subscription Agreement and the transactions contemplated thereunder constitute a major transaction for the Company under Chapter 14 of the Listing Rules and are subject to the reporting, announcement, circular and shareholders’ approval requirements.

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LETTER FROM THE BOARD

The Company has obtained written Shareholders’ approval for the Subscription in accordance with Rule 14.44 of the Listing Rules from CMBC Investment, which is a controlling shareholder of the Company beneficially interested in approximately 60.62% of issued share capital of the Company as at the date of this circular. Pursuant to Rule 14.44 of the Listing Rules, the written approval from CMBC Investment is accepted in lieu of holding a general meeting for approval of the Subscription Agreement and the transactions contemplated thereunder.

The purpose of this circular is to provide the Shareholders with the information in relation to the Subscription Agreement and other information prescribed by the Listing Rules.

II. THE SUBSCRIPTION AGREEMENT

The principal terms of the Subscription Agreement are set out below:

Date: 23 November 2018

Parties: 1. The Company 2. The Issuer

Consideration

The Company has agreed to subscribe for the Notes in principal amount of HK$234,900,000 on the Completion Date at the issue price of the Notes (being HK$234,900,000).

The Group will fund the total subscription amount under the Subscription from its internal resources.

Use of proceeds

According to the Subscription Agreement, the Issuer will use the net proceeds from the Subscription, inter alia , to finance the acquisition of a property in Hong Kong (through the acquisition of an overseas company).

Conditions precedent

The obligations of each subscriber to effect the Completion shall be conditional upon satisfaction, among others, of the following conditions precedent:

• i. receipt of all of the documents and other evidence as required under the Subscription Agreement; and

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LETTER FROM THE BOARD

• ii. the Issuer undertakes to use all reasonable endeavours to ensure that the conditions precedent are satisfied as soon as reasonably practicable after the date of the Subscription Agreement.

All conditions precedent set out in the Subscription Agreement have been satisfied in accordance with the Subscription Agreement.

Completion

Completion of the Subscription shall take place on the Completion Date.

III. INFORMATION ON THE NOTES

The principal terms of the Notes are set out below:

Issuer: the Issuer

Notes Issued:

HK$4,000,000,000 aggregate principal amount of floating rate senior secured notes due 2020

Issue Price:

100% of the principal amount

Maturity Date:

• 2 years from the issue date of the Notes and extendible for another year

Interest:

the Notes will accrue interest at the higher of:

• (a) aggregate of:

• (i) 3-month HIBOR; and

• (ii) the percentage rate per annum which, when added to 3-month HIBOR as at the date on which the Notes are issued, will cause the interest rate as at such date to be equal to 8 per cent. Per annum; and

• (b) 8 per cent per annum

Interest Payments: The interest shall be payable in cash quarterly-annually in advance.

Upfront fees:

• 6% of the subscription amount of the Notes

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LETTER FROM THE BOARD

Transaction Security:

The Notes are secured by, among others, the following transaction security:

• (a) first priority assignment by the Fund of all present and future shareholder loans to the Issuer;

• (b) first priority security granted by the Fund over the issued share capital of the Issuer;

• (c) first priority asset security granted by the Issuer, including but not limited to, first fixed charge over certain of its accounts; and

• (d) subordination of all present and future shareholder and intercompany loans to and all other liabilities of (including contingent liabilities owed by) the Issuer.

• Ranking of the Notes: The Notes will constitute direct, unsubordinated first ranking secured obligations of the Issuer and will rank at least pari passu with all other senior obligations of the Issuer other than obligations which are mandatorily preferred at law.

• Redemption: Unless previously redeemed or purchased and cancelled, the Notes will be redeemed on the maturity date at their principal amount, together with interest accrued to the date fixed for redemption.

Listing: The Notes are to be unlisted.

IV. 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 terms of the Subscription Agreement and the Notes are negotiated on an arm’s length basis among the parties thereto, with reference to the commercial practice and principal amount of the Notes subscribed. The Directors are of the view that the terms of the Subscription are on normal commercial terms. The Subscription has been entered into based on the Company’s development strategy. Taking into account the satisfactory financial background of the Issuer and the transaction security, as well as the stable revenue and cashflow stream expected to be generated by the Notes, the Directors consider that the terms of the Subscription are fair and reasonable and in the interests of the Company and its Shareholders as a whole.

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LETTER FROM THE BOARD

When assessing the credibility of the Issuer and the security, the Company has conducted a comprehensive due diligence which includes, among other things, the historical financial statements, the history and background, the current assets, the structure and the shareholding of the Issuer, the holding company of the Issuer and its UBO, the proposed use of the proceeds, the proposed structure of the proposed acquisition and the property that is being acquired.

According to its audited financial statement as at 31 December 2017, the consolidated net asset and consolidated total asset of the UBO are approximately RMB242,208 million and RMB1,761,752 million, respectively. As such, taking into consideration the relatively short term of the Notes, the Company considers that the risks involved in the Subscription are relatively low and that the security provided under the Notes was sufficient to mitigate the risk of default.

V. INFORMATION OF THE ISSUER AND THE UBO

To the best of the knowledge, information and belief of the Directors, having made all reasonable enquiries, the Issuer is an investment holding company, wholly owned by a segregated portfolio company which is principally engaged in real estate investment.

To the best of the knowledge, information and belief of the Directors, having made all reasonable enquiries, the UBO was incorporated in the Cayman Islands as an exempted company with limited liability and is engaged in investment holding whose shares are listed on the Main Board of the Stock Exchange. The UBO Group are principally engaged in the property development, property investment, property management, property construction, hotel operations, finance business, internet business and health industry business in the PRC. According to its latest published audited financial statement as at 31 December 2017, the UBO Group has the consolidated net asset of approximately RMB242,208 million, consolidated total asset of approximately RMB1,761,752 million, a revenue of approximately RMB311,022 million and a profit of approximately RMB37,049 million.

As at the date of this circular, to the best of the knowledge, information and belief of the Directors, having made all reasonable enquiries, the Issuer and the UBO are Independent Third Parties.

VI. INFORMATION OF THE GROUP

As at the date of this circular, the Group is principally engaged in the securities business, investment and financing and asset management and advisory business.

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LETTER FROM THE BOARD

VII. 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) 25% but are less than 100%, the entering into of the Subscription Agreement and the transactions contemplated thereunder constitute a major transaction for the Company under Chapter 14 of the Listing Rules and are subject to the reporting, announcement, circular and shareholders’ approval requirements.

To the best of the knowledge, information and belief of the Directors, having made all reasonable enquiries, no Shareholder has a material interest in the Subscription Agreement and the transactions contemplated thereunder and accordingly, no Shareholder or its/his associate(s) is required to abstain from voting if the Company were to convene a general meeting for approving the Subscription Agreement and the transactions contemplated thereunder.

The Company has obtained written Shareholders’ approval for the Subscription in accordance with Rule 14.44 of the Listing Rules from CMBC Investment, which is a controlling shareholder of the Company beneficially interested in approximately 60.62% of issued share capital of the Company as at the date of this circular. Pursuant to Rule 14.44 of the Listing Rules, the written approval from CMBC Investment is accepted in lieu of holding a general meeting for approval of the Subscription Agreement and the transactions contemplated thereunder.

VIII. RECOMMENDATION

Although no general meeting will be convened, the Board considers that the Subscription Agreement was entered into on normal commercial terms and the terms of the Subscription Agreement are fair and reasonable and are in the best interests of the Company and the Shareholders as a whole. Accordingly, if a general meeting were convened for approving the Subscription Agreement thereunder, the Board would have recommended the Shareholders to vote in favour of the Subscription Agreement.

IX. ADDITIONAL INFORMATION

Your attention is drawn to the additional information set out in the appendices I and II to this circular.

Yours faithfully, By order of the Board CMBC Capital Holdings Limited Li Jinze

Chairman

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FINANCIAL INFORMATION

APPENDIX I

1. FINANCIAL INFORMATION OF THE GROUP

Financial information of the Group for the years ended 31 March 2016 and 2017, and the nine months ended 31 December 2017 respectively have been set out in the following documents which have been published on the Stock Exchange’s website (www.hkexnews.hk) and the Company’s website (http://www.cmbccap.com):

• (i) Annual report of the Company for the year ended 31 March 2016 published on 21 July 2016 (pages 37 to 119)

• (ii) Annual report of the Company for the year ended 31 March 2017 published on 28 June 2017 (pages 54 to 145)

• (iii) Annual report of the Company for the nine months ended 31 December 2017 published on 27 April 2018 (pages 68 to 179)

2. INDEBTEDNESS

As at the close of business on 30 November 2018 being the latest practicable date for the purpose of ascertaining the indebtedness of the Group prior to the printing of this circular, the Group had outstanding credit borrowings of approximately HK$7,936.2 million, details of which are as follows:

Borrowings:

Notes payable with nominal value of HK$150.0 million, unsecured and unguaranteed Bank loan from a branch of the ultimate holding company, unsecured and unguaranteed Loan from intermediate holding company, unsecured and unguaranteed Financial assets sold under repurchase agreements, secured and guaranteed Total	At 30 November 2018 HK$ million (unaudited) 149.1 493.0 6,162.8 1,131.3
	7,936.2

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FINANCIAL INFORMATION

APPENDIX I

Pledged Assets

As at 30 November 2018, borrowings under financial assets sold under repurchase agreements are fully guaranteed by the Company and secured by the underlying assets that consist of certain of the Group’s financial assets at fair value through profit or loss, financial assets at fair value through other comprehensive income and financial assets at amortised cost with total market value of HK$1,972.9 million.

Save as aforesaid or as otherwise disclosed herein, and apart from intra-group liabilities, as at the close of business on 30 November 2018, the Group did not have any issued and outstanding, or committed, loan capital, bank overdrafts, loans or other similar indebtedness, liabilities under acceptances or acceptable credits, debentures, mortgages, charges, hire purchase commitments, guarantees or other material contingent liabilities.

3. WORKING CAPITAL

Taking into account the effect of the entering into the Subscription Agreement by the Company and the financial resources available to the Group, the Directors are of the opinion that the working capital available to the Group is sufficient for the Group’s requirements for at least twelve months from the date of this circular.

4. FINANCIAL AND TRADING PROSPECTS

The Company intends to continuously enhance profitability by offering a one-stop securities and investment banking solution encompassing cross-border and innovative financial products and services. In particular, the Group intends to, inter alia :

• (1) further expand its loan and financing business by offering more diversified structured finance services mainly targeting on high-profile private enterprise customers in the comprehensive health, mass consumption, emerging technology and featured manufacturing industry (the “Target Clients”) thereby generating stable revenue stream, as well as facilitating the rapid development of the Group’s merger and acquisition advisory and sponsor services, debt and equity underwriting business as well as asset management business;

• (2) commence and expand the corporate finance advisory business. In particular, the Group intends to establish its own client base for its sponsor business by assisting the Target Clients to go listing on the Stock Exchange. In addition, surrounding “One Belt and One Road Initiatives”, the Group also intends to provide the all-round investment banking services to those PRC domestic enterprises which plan to expand its business into those “One Belt and One Road” countries or jurisdictions;

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APPENDIX I

FINANCIAL INFORMATION

• (3) further develop its asset management business. Leveraging on the extensive client base of the Group and China Minsheng, the Group intends to enrich its asset management product portfolio by offering diversified asset management services, as well as to attract higher net worth clients including listed companies and their senior management creating more returns for clients; and

• (4) consider to further develop the Group’s business through investment in or acquisition of suitable companies and business, when opportunities arise. As at the date of this circular, the Group did not have any concrete plan to make any acquisition. The Group intends to strengthen its profitability and optimise its asset structure, through pre-IPO investments in high profile enterprises in the sectors of finance, health and new technology in Great China area. The Company also considers to acquire the companies and business which may create synergy with the Group and China Minsheng’s business. Although the Group currently does not have any specific acquisition plan, the Group will closely monitor the development trend in different markets such as Hong Kong, Europe and North-East Asia for its future globalised development. The Group will also look for potential acquisition targets with team advantage, profitability and sustainable growth.

On the whole, the Group will continue to implement the “one-body two-wings” strategy. “One-body” refers to the structural financing services provided by the Group. Benefiting from its bank-owned background, the Group is able to provide full-spectrum services (such as corporate advisory and consultation services) and one-stop solutions to clients with different funding requirements. “Two-wings” refers to the Group’s traditional investment banking business and asset management services. Leveraging on the development of “one-body” structural financing services, the Group is expected to achieve mutual growth in its “two wing” business-securities business and asset management business.

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FINANCIAL INFORMATION

APPENDIX I

5. EFFECT OF ENTERING INTO THE RENEWAL FACILITY AGREEMENT BY THE COMPANY ON THE EARNINGS AND ASSETS AND LIABILITIES OF THE GROUP

Assets and liabilities

As a result of entering into the Subscription Agreement by the Company, it is expected that the “Loans and advances through subscription of the Notes” will increase, while the corresponding financial effects will be reflected by way of a decrease in “cash and cash equivalents” and/or an increase in “borrowings”. Given these financial effects, the Directors are of the view that entering into the Company’s subscription will not have any material financial effects on the net asset value of the Group.

Earnings

Since the interest income will be received by the Company for its subscription of the Notes, the earnings of the Group will increase by an amount equivalent to such income arising from such subscription in the relevant period. On the other hand, interest expenses and other fees are to be paid by the Company for its subscription, which will decrease the earnings of the Group by an amount equivalent to such expenses. Given these financial effects, the Directors expect that there will be no significant adverse impact on the Group’s consolidated profit or loss account.

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GENERAL INFORMATION

APPENDIX II

1. RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief, the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.

2. INTERESTS AND SHORT POSITIONS OF DIRECTORS AND CHIEF EXECUTIVE

As at the Latest Practicable Date, none of the Directors or chief executive of the Company (and their respective associate(s)) had or was deemed to have any interests or short positions in the Shares, underlying Shares or debentures of the Company or any of its associated corporations (within the meaning of Part XV of the SFO) which were required to be notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests and short positions which they are deemed or taken to have under such provisions of the SFO) or which were required, pursuant to section 352 of the SFO to be entered into the register referred to therein or which were required, pursuant to the Model Code for Securities Transactions by Directors of Listed Issuers set out in Appendix 10 to the Listing Rules, to be notified to the Company and the Stock Exchange.

3. COMPETING INTERESTS

China Minsheng is principally engaged in commercial and retail banking business providing corporate and personal banking, treasury business, finance leasing, asset management and other financial services but holds licenses to carry out type 1 (dealing in securities) and type 4 (advising on securities) regulated activities through its Hong Kong Branch. Neither the Company nor its subsidiaries are licensed to carry out commercial banking activities and hence China Minsheng does not compete with the Company in respect of commercial banking activities. As such, the Directors expect immaterial competition from China Minsheng Hong Kong Branch, and even if there is competition, it will be normal market competition and will not affect the interest of the Shareholders as a whole, as (i) the Company will be the principal platform for China Minsheng to conduct securities and investment banking businesses in Hong Kong; (ii) the principal business of China Minsheng Hong Kong Branch is commercial banking; (iii) the management of China Minsheng Hong Kong Branch is not involved in the management of the Company or its subsidiaries, nor is it involved in the management of CMBCI Group; (iv) the Company will have an independent and separate team conducting its type 1 (dealing in securities) and type 4 (advising on securities) regulated activities; and (v) China Minsheng Hong Kong Branch has no securities brokerage, futures or asset management businesses.

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GENERAL INFORMATION

APPENDIX II

CMBCI Group is principally engaged in investments and investment holding. It is expected that CMBCI Group will not principally engage in securities and investment banking businesses with Independent Third Party which will be the principal businesses of the Group. Therefore, all businesses involving regulated activities will principally be undertaken by the Group.

As such, the Directors are of the view that there is immaterial competition from CMBCI Group, and even if there is competition, it will be on normal market competition and will not affect the interest of the Shareholders.

4. DIRECTORS’ COMPETING INTERESTS

As at the Latest Practicable Date, none of the Directors or, so far as is known to them, any of their respective close associates (as defined in the Listing Rules) is and was interested in any business (apart from the Group’s business) which competes or is likely to compete either directly or indirectly with the Group’s business.

5. INTERESTS IN THE GROUP’S ASSETS OR CONTRACTS OR ARRANGEMENTS SIGNIFICANT TO THE GROUP

As at the Latest Practicable Date, none of the Directors had any interest in any assets which have been, since 31 December 2017 (being the date to which the latest published audited accounts of the Company were made up), acquired or disposed of by or leased to any member of the Group, or are proposed to be acquired or disposed of by or leased to any member of the Group.

As at the Latest Practicable Date, none of the Directors was materially interested in any contract or arrangement, subsisting at the date of this circular, which is significant in relation to the business of the Group.

6. DIRECTORS’ SERVICE CONTRACTS

As at the Latest Practicable Date, none of the Directors had any existing or proposed service contract with any member of the Group (excluding contracts expiring or terminable by the employer within a year without payment of any compensation (other than statutory compensation)).

7. MATERIAL ADVERSE CHANGE

Saved as disclosed above, as the Latest Practicable Date, the Directors were not aware of any material adverse change in the financial or trading position of the Group since 31 December 2017, the date to which the latest published audited consolidated financial statements of the Group were made up.

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GENERAL INFORMATION

APPENDIX II

8. MATERIAL CONTRACTS

The following contracts, not being contracts entered into in ordinary course of business of the Group, have been entered into by the members of the Group within two years preceding the date of the this circular which are, or maybe, material:

• (a) the conditional subscription agreement dated 7 March 2017 and entered into between the Company as issuer and CMBC Investment and Brilliant Decent Limited as subscribers in relation to the subscription for a total of 26,950,000,000 new Shares issued by the Company.

• (b) the acquisition agreement dated 27 July 2017 entered into between the Company and CMBCI for the entire issued share capital of CMBCCF.

• (c) the acquisition agreement dated 27 July 2017 entered into between the Company and CMBCI for the entire issued share capital of CMBC International Capital Limited.

• (d) a conditional placing agreement entered into between the Company and certain placing agents (CCB International Capital Limited, Haitong International Securities Company Limited, Zhongtai International Securities Limited and CMBC Securities Company Limited) dated 3 July 2018 in relation to the placing of up to 830,000,000 Shares; and

• (e) the conditional subscription agreement dated 3 July 2018 entered into between the Company and CMBC Investment in respect of the subscription of 1,350,000,000 new Shares to be allotted by the Company.

9. LITIGATION

As at the Latest Practicable Date, none of the members of the Group was engaged in any litigation, or claim of material importance, and no litigation or claim of material importance was known to the Directors to be pending or threatened against any member of the Group.

10. MISCELLANEOUS

• (a) The registered office of the Company is located at Clarendon House, 2 Church Street, Hamilton HM 11, Bermuda.

• (b) The head office and principal place of business of the Company is located at Units 6601A and 6607-6608, Level 66, International Commerce Centre, 1 Austin Road West, Kowloon, Hong Kong.

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GENERAL INFORMATION

APPENDIX II

• (c) The company secretary of the Company is Mr. Ho Yau Cheung, a solicitor qualified in Hong Kong.

• (d) The principal share registrar of the Company and transfer office is MUFG Fund Services (Bermuda) Limited, which is located at 26 Burnaby Street, Hamilton HM 11, Bermuda.

• (e) The branch share registrar of the Company in Hong Kong is Tricor Tengis Limited situated at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong.

• (f) The English text of this circular shall prevail over the Chinese text for the purpose of interpretation.

11. DOCUMENTS AVAILABLE FOR INSPECTION

Copies of the following documents are available for inspection during normal business hours from 9:00 a.m. to 5:00 p.m., at the Company’s principal place of business in Hong Kong at Units 6601A and 6607-6608, Level 66, International Commerce Centre, 1 Austin Road West, Kowloon, Hong Kong for a period of 14 days (other than Saturdays, Sundays and public holidays) from the date of this circular:

• (a) the memorandum of association and bye-laws of the Company;

• (b) the material contracts referred to under the paragraph headed “Material Contracts” in this Appendix;

• (c) the annual reports of the Company for the years ended 31 March 2016 and 2017, and the nine months ended 31 December 2017 together with all notes, certificates or information required by the Companies Ordinance (Chapter 622 of the Laws of Hong Kong), as amended from time to time;

• (d) a circular of the Company dated 25 May 2018;

• (e) a circular of the Company dated 29 May 2018;

• (f) a circular of the Company dated 24 August 2018;

• (g) a circular of the Company dated 28 August 2018;

• (h) a circular of the Company dated 3 September 2018;

• (i) a circular of the Company dated 31 October 2018; and

• (j) this circular.

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