PegBio Co., Ltd. — Capital/Financing Update 2025

Aug 12, 2025

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.

民銀資本控股有限公司

CMBC CAPITAL HOLDINGS LIMITED

(Incorporated in Bermuda with limited liability)

(Stock Code: 1141)

DISCLOSABLE TRANSACTION IN RELATION TO SUBSCRIPTION AND ACQUISITION OF SECURITIES

THE SUBSCRIPTION

CMBC Investment (HK), a wholly-owned subsidiary of the Company, has subscribed through the lead managers to the offer of the Securities by the Issuer, and, on 15 October 2024 (after trading hours), such order was confirmed and CMBC Investment (HK) has been allocated with the Securities in a total subscription amount of US$3,000,000 (equivalent to approximately HK$23,549,100), at a total consideration of US$3,000,000 (equivalent to approximately HK$23,549,100), exclusive of transaction costs.

THE ACQUISITION

On 12 August 2025, CMBC Investment (HK) has acquired the Securities in an aggregate principal amount of US$10,500,000 (equivalent to approximately HK$82,421,850), at a total consideration of approximately US$10,672,900 (equivalent to approximately HK$83,779,063.13) in the over-the-counter market.

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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 Acquisition when aggregated with the Subscription, exceeds 5% but is less than 25%, the Subscription and the Acquisition constitute a discloseable transaction of the Company and are subject to the reporting and announcement requirements but exempt from the Shareholders’ approval requirement under Chapter 14 of the Listing Rules.

THE SUBSCRIPTION

The Board announces that CMBC Investment (HK), a wholly-owned subsidiary of the Company, has subscribed through the lead managers to the offer of the Securities by the Issuer, and, on 15 October 2024 (after trading hours), such order was confirmed and CMBC Investment (HK) has been allocated with the Securities in a total subscription amount of US$3,000,000 (equivalent to approximately HK$23,549,100), at a total consideration of US$3,000,000 (equivalent to approximately HK$23,549,100), exclusive of transaction costs.

The order to subscribe

Date : 15 October 2024

Parties :
1. CMBC Investment (HK) as subscriber
2. CMBC Securities, as one of the lead managers to the offer of the Securities by the Issuer

To the best of the information, knowledge and belief of the Directors, except for CMBC Securities, a direct wholly-owned subsidiary of the Company, the lead managers and their respective ultimate beneficial owners are Independent Third Parties.

The Subscription was funded from its internal resources.

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Summary of principal terms of the Securities

Issuer : SEPCO Virgin Limited
Guarantor : Power Construction Corporation of China
Aggregate Principal Amount : US$300,000,000
Issue Price : 100%
Issue Date : 21 October 2024

Distribution : The Securities confer a right to receive distributions (i) in respect of the period from, and including, 21 October 2024 to, but excluding, 21 October 2029 (the “First Reset Date”) at 4.65% per annum; and (ii) in respect of the period (a) from, and including, the First Reset Date to, but excluding, the Reset Date (which means the First Reset Date and every day falling every five calendar years after the First Reset Date) falling immediately after the First Reset Date, and (b) from, and including, each Reset Date after the First Reset Date to, but excluding, the immediately following Reset Date at the sum of (1) the initial spread of 0.766%, (2) the Treasury Rate (as defined in the Offering Circular) and (3) 3% per annum.

Distributions shall be payable on the Securities semi-annually in equal installments in arrear on 21 April and 21 October of each year, commencing on 21 April 2025.

Maturity : Perpetual
Listing : Stock Exchange

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THE ACQUISITION

The Board announces that on 12 August 2025, CMBC Investment (HK) has acquired the Securities in an aggregate principal amount of US$10,500,000 (equivalent to approximately HK$82,421,850), at a total consideration of approximately US$10,672,900 (equivalent to approximately HK$83,779,063.13) in the over-the-counter market.

As the Acquisition was made through the securities broker(s) 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 Acquisition was funded from the Company’s internal resources.

INFORMATION OF THE ISSUER AND THE GUARANTOR

According to the public information available to the Company and the Offering Circular, as at the date of the Offering Circular, the Issuer is an indirect wholly-owned subsidiary of the Guarantor. The Issuer has not engaged, since its incorporation, in any material activities other than entering into arrangements for the proposed issuance of the Securities and the issuance of various guaranteed notes and securities.

The Guarantor and its direct and indirect subsidiaries (the “Guarantor Group”) are the leading power construction company, primarily engaged in the provision of surveying, engineering, constructing and operating services for hydropower, thermal power, new energy, power grid and other infrastructure projects in China and overseas. The Guarantor Group is also a global leader in clean and low-carbon energy, water resources, and environmental infrastructure development. In 2023, the Guarantor Group was ranked 105th in the Fortune Global 500 list. As at the date of the Offering Circular, the State-owned Assets Supervision and Administration Commission of the State Council of The People’s Republic of China (中國國務院國有資產監督管理委員會) held 90% of issued share capital of the Guarantor, being the single largest shareholder of the Guarantor.

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, the Guarantor and their ultimate beneficial owners are Independent Third Parties.

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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 ACQUISITION

The Group subscribed and acquired the Securities for investment purposes. The Directors consider that the Subscription and Acquisition provide the Group with an opportunity to balance and diversify its investment portfolio, as well as to generate stable return to the Group. The Subscription and Acquisition are in line with the Group's investment strategy. The Directors consider that the Subscription and Acquisition 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 (i) the Acquisition on a stand-alone basis; and (ii) the Acquisition when aggregated with the Subscription, exceeds 5% but is less than 25%, the Subscription and the Acquisition constitute a discloseable transaction of the Company and are 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 Securities in the principal amount of US$10,500,000 (equivalent to approximately HK$82,421,850) at a consideration of approximately US$10,672,900 (equivalent to approximately HK$83,779,063.13) by CMBC Investment (HK) on 12 August 2025 in the over-the-counter market

"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

"CMBC Securities"
CMBC Securities Company 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

"Guarantor"
Power Construction Corporation of China, information of which is stated in the section headed "INFORMATION OF THE ISSUER AND THE GUARANTOR" in this announcement

"HK$"
Hong Kong dollars, the lawful currency of Hong Kong

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“Hong Kong” the Hong Kong Special Administrative Region of the People’s Republic of China

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

“Issuer” SEPCO Virgin Limited, information of which is stated in the section headed “INFORMATION OF THE ISSUER AND THE GUARANTOR” in this announcement

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

“Offering Circular” the offering circular issued by the Issuer in relation to the Securities dated 15 October 2024, and available on the website of the Stock Exchange

“Securities” US$300,000,000 Subordinated Guaranteed Perpetual Securities (ISIN XS2915938448) (stock code: 5258) issued by the Issuer

“Shareholder(s)” holder(s) of the issued share(s) of the Company

“Stock Exchange” The Stock Exchange of Hong Kong Limited

“Subscription” the subscription of the Securities in a total subscription amount of US$3,000,000 (equivalent to approximately HK$23,549,100), at a total consideration of US$3,000,000 (equivalent to approximately HK$23,549,100) by CMBC Investment (HK) on 15 October 2024, exclusive of transaction costs.

“US” United States of America

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"US$"

United States dollars, the lawful currency of the US

"%"

per cent.

In this announcement, amounts in US$ are translated into HK$ on the basis of US$1.00 = HK$7.8497. The conversion rate is for illustration purposes only and should not be taken as a representation that US$ 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, 12 August 2025

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 Ms. Wu Yuan and Mr. Xu Feng; and the independent non-executive Directors are Mr. Lee, Cheuk Yin Dannis, Mr. Wu Bin and Mr. Wang Lihua.

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