PegBio Co., Ltd. — Capital/Financing Update 2024

Mar 8, 2024

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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民銀資本控股有限公司 CMBC CAPITAL HOLDINGS LIMITED

(Incorporated in Bermuda with limited liability)

(Stock Code: 1141)

DISCLOSEABLE TRANSACTION IN RELATION TO ACQUISITIONS OF NOTES

THE ACQUISITIONS

On 31 January 2024 and 8 March 2024, CMBC Investment (HK), a wholly-owned subsidiary of the Company, has acquired the Notes in an aggregate principal amount of US$7,000,000 (equivalent to approximately HK$54,795,300), at a total consideration of approximately US$7,215,142.36 (equivalent to approximately HK$56,479,412.88) in the over-the-counter market.

LISTING RULES IMPLICATIONS

As the highest relevant applicable percentage ratio (as defined under the Listing Rules) in respect of each of (i) the Acquisition on a stand-alone basis; and (ii) the Acquisitions when aggregated with the Previous Acquisition, exceeds 5% but is less than 25%, the Acquisitions constitute a discloseable transaction of the Company and is subject to the reporting and announcement requirements but exempt from the Shareholders’ approval requirement under Chapter 14 of the Listing Rules.

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THE ACQUISITIONS

The Board announces that on 31 January 2024 and 8 March 2024, CMBC Investment (HK), a wholly-owned subsidiary of the Company, has acquired the Notes in an aggregate principal amount of US$7,000,000 (equivalent to approximately HK$54,795,300), at a total consideration of approximately US$7,215,142.36 (equivalent to approximately HK$56,479,412.88) in the over-the-counter market.

Summary of principal terms of the Notes

Issuer	:	Crédit Agricole S.A.
Aggregate Principal	:	US$1,250,000,000
Amount
Issue Price	:	100%
Issue Date	:	27 February 2019
Interests	:	Interests payable semi-annually at the rate of 6.875% per
		annum. The rate of interest will reset on 23 September 2024
		and every five years after the aforesaid date and will be
		equal to the then prevailing 5-year mid swap rate, which is
		based on a LIBOR swap rate, plus 4.319% per annum
Maturity	:	Callable perpetual
Listing	:	Euronext Paris

Information of the Issuer is stated in the section headed “INFORMATION OF THE ISSUER” of this announcement.

As the Acquisitions were made through the securities broker of CMBC Investment (HK) in the over-the-counter market, the identity of the ultimate seller(s) cannot be ascertained. On this basis, to the best knowledge, information and belief of the Directors and having made all reasonable enquiries, the counterparties and their respective ultimate beneficial owner(s) (if any) are Independent Third Parties.

The Acquisitions were funded from the Company’s internal resources.

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INFORMATION OF THE ISSUER

According to the public information available to the Company, the Issuer is a company incorporated with limited liability in the Republic of France, and is listed on Euronext Paris (stock code: ACA). Through its subsidiaries and associates, the Issuer’s group principally engages in the business of asset gathering and insurance, retail banking, consumer finance, leasing and factoring, corporate and investment banking and asset servicing and offers these services to customers worldwide.

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 COMPANY AND THE GROUP

The Company is a company incorporated in Bermuda with limited liability and is an investment holding company.

The Group is principally engaged in the securities business, investment and financing and asset management and advisory business.

REASONS AND BENEFITS FOR THE ACQUISITIONS

The Group acquired the Notes for investment purpose. The Directors consider that the Acquisitions provide the Group with an opportunity to balance and diversify its investment portfolio, as well as to generate stable return to the Group. The Acquisitions are in line with the Group’s investment strategy. The Directors consider that the Acquisitions are fair and reasonable and are in the best interests of the Company and the Shareholders as a whole.

LISTING RULES IMPLICATIONS

As the highest relevant applicable percentage ratio (as defined under the Listing Rules) in respect of each of (i) the Acquisition on a stand-alone basis; and (ii) the Acquisitions when aggregated with the Previous Acquisition, exceeds 5% but is less than 25%, the Acquisitions constitute a discloseable transaction of the Company and is subject to the reporting and announcement requirements but exempt from the Shareholders’ approval requirement under Chapter 14 of the Listing Rules.

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DEFINITIONS

In this announcement, unless the context requires otherwise, the following expressions shall have the meanings set out below:

“Acquisition”	the acquisition of the Notes in the principal amount of
	US$5,000,000 (equivalent to approximately HK$39,139,500)
	at a consideration of approximately US$5,163,871.53
	(equivalent to approximately HK$40,422,269.95) by CMBC
	Investment (HK) on 8 March 2024 in the over-the-counter
	market
“Acquisitions”	the Acquisition and the Previous Acquisition
“Board”	the board of Directors
“CMBC Investment (HK)”	CMBC Investment (HK) Limited, a company incorporated in
	Hong Kong with limited liability and a direct wholly-owned
	subsidiary of the Company
“Company”	CMBC Capital Holdings Limited, a company incorporated in
	Bermuda with limited liability, the shares of which are listed
	on the Main Board of the Stock Exchange (stock code: 1141)
“connected person(s)”	has the meaning ascribed to it under the Listing Rules
“Director(s)”	the director(s) of the Company
“Group”	the Company and its subsidiaries
“HK$”	Hong Kong dollars, the lawful currency of Hong Kong
“Hong Kong”	the Hong Kong Special Administrative Region of the
	People’s Republic of China

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• “Independent Third a person or company who or which is, to the best of the Party(ies)” Directors’ knowledge, information and belief, having made all reasonable enquiries, not a connected person of the Company

• “Issuer” Crédit Agricole S.A., information of which is stated in the section headed “INFORMATION OF THE ISSUER” in this announcement

• “Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange

• “Note(s)” US$1,250,000,000 Undated Deeply Subordinated Additional Tier 1 Fixed Rate Resettable Notes Series US 2019-1 issued by the Issuer

• “Previous Acquisition” the acquisition of the Notes in a principal amount of US$2,000,000 (equivalent to approximately HK$15,655,800) at a consideration of approximately US$2,051,270.83 (equivalent to approximately HK$16,057,142.93) by CMBC Investment (HK) on 31 January 2024 in the over-the-counter market

• “Prospectus” the prospectus issued by the Issuer in relation to the Notes dated 21 February 2019 and available on the websites of the Issuer and The Autorité des Marchés Financiers

• “Shareholder(s)”

• holder(s) of the issued share(s) of the Company

• “Stock Exchange”

• The Stock Exchange of Hong Kong Limited

• “US$”

• United States dollars, the lawful currency of the United States of America

“%”

per cent.

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In this announcement, amounts in US$ are translated into HK$ on the basis of US$1.00 = HK$7.8279. The conversion rate is for illustration purposes only and should not be taken as a representation that US$ could actually be converted into HK$ at such rate or at all.

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

Hong Kong, 8 March 2024

As at the date of this announcement, the executive Directors are Mr. Li Baochen, Mr. Li Ming and Mr. Ng Hoi Kam; the non-executive Directors are Mr. Yang Kunpeng and Mr. Li Wenshi; and the independent non-executive Directors are Mr. Lee, Cheuk Yin Dannis, Mr. Wu Bin and Mr. Wang Lihua.

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