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

May 20, 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 ACQUISITIONS OF NOTES

THE ACQUISITIONS

On 11 April 2024 and 20 May 2025, CMBC Investment (HK), a wholly-owned subsidiary of the Company, has acquired the Notes 1 and Notes 2 in an aggregate principal amount of US$7,000,000 (equivalent to approximately HK$54,313,000), at a total consideration of approximately US$7,084,270.83 (equivalent to approximately HK$54,966,857.37) 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 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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THE ACQUISITIONS

The Board announces that on 11 April 2024 and 20 May 2025, CMBC Investment (HK), a wholly-owned subsidiary of the Company, has acquired the Notes 1 and Notes 2 in an aggregate principal amount of US$7,000,000 (equivalent to approximately HK$54,313,000), at a total consideration of approximately US$7,084,270.83 (equivalent to approximately HK$54,966,857.37) in the over-the-counter market.

Summary of principal terms of the Notes 1

Issuer : Science City (Guangzhou) Investment Group Co., Ltd.
Aggregate Principal Amount : US$400,000,000
Issue Price : 100%
Issue Date : 5 February 2024
Interests : The Notes 1 will bear interest on their outstanding principal amount from and including 5 February 2024 at the rate of 6.8% per annum, payable semi-annually in arrear on 5 February and 5 August in each year, commencing on 5 August 2024
Maturity : 5 August 2025
Listing : Stock Exchange

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Summary of principal terms of the Notes 2

Issuer : Science City (Guangzhou) Investment Group Co., Ltd.
Aggregate Principal Amount : US$400,000,000
Issue Price : 100%
Issue Date : 22 April 2025
Interests : The Notes 2 will bear interest on their outstanding principal amount from and including 22 April 2025 at the rate of 5.75% per annum, payable semi-annually in arrear on 22 April and 22 October in each year, commencing on 22 October 2025.
Maturity : 22 April 2027
Listing : Chongwa (Macao) Financial Asset Exchange Co., Ltd. and Singapore Stock Exchange

As the Acquisitions were 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 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 and the Offering Circulars, the Issuer and its subsidiaries (collectively, the "Issuer's Group") are the core investment, construction and operation entities for the municipal construction and urban renewal in Guangzhou Development District. The Issuer's Group is a comprehensive service provider with a diversified business portfolio including commodities trading, municipal construction, urban services and copper processing, and a strategic focus on new-generation information technology, urban construction and renewal, environmental protection as well as the financial industry. The Issuer is a state-owned enterprise controlled by Guangzhou Economic and Technological Development Zone Management Committee (廣州經濟技術開發區管理委員會), a government organ of the People's Government of Guangzhou Municipality.

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.

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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 Acquisitions when aggregated with the Previous Acquisition, exceeds 5% but is less than 25%, the Acquisitions 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.

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 2 in the principal amount of US$5,000,000 (equivalent to approximately HK$38,795,000) at a total consideration of approximately US$5,044,159.72 (equivalent to approximately HK$39,137,635.27) by CMBC Investment (HK) on 20 May 2025 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

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"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

"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" Science City (Guangzhou) Investment Group Co., Ltd., 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

"Notes" the Notes 1 and Notes 2

"Notes 1" US$400,000,000 6.8% green notes due 2025 (ISIN XS2756274614) (stock code: 4519) issued by the Issuer

"Notes 2" US$400,000,000 5.75% notes due 2027 (ISIN XS3044999665) issued by the Issuer

"Offering Circulars" the Offering Circular 1 and Offering Circular 2

"Offering Circular 1" the offering circular dated 31 January 2024 issued by the Issuer in relation to the Notes 1, and available on the website of the Stock Exchange

"Offering Circular 2" the offering circular dated 15 April 2025 issued by the Issuer in relation to the Notes 2

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"Previous Acquisition"
the acquisition of the Notes 1 in an aggregate principal amount of US$2,000,000 (equivalent to approximately HK$15,518,000) at a total consideration of approximately US$2,040,111.11 (equivalent to approximately HK$15,829,222.10) by CMBC Investment (HK) on 11 April 2024 in the over-the-counter market

"Shareholder(s)"
holder(s) of the issued share(s) of the Company

"Stock Exchange"
The Stock Exchange of Hong Kong Limited

"US"
United States of America

"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$7.7590. The conversion rate is for illustration purposes only and should not be taken as a representation that US$ 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, 20 May 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 Mr. Yang Kunpeng and Ms. Wu Yuan; and the independent non-executive Directors are Mr. Lee, Cheuk Yin Dannis, Mr. Wu Bin and Mr. Wang Lihua.

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