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

Apr 30, 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 NOTES

THE SUBSCRIPTION

CMBC Investment (HK), a wholly-owned subsidiary of the Company, has subscribed through the lead managers to the offer of the Notes by the Issuer, and, on 15 April 2025 (after trading hours), such order was confirmed and CMBC Investment (HK) has been allocated with the Notes in a total subscription amount of US$2,000,000 (equivalent to approximately HK$15,518,000), at a total consideration of US$2,000,000 (equivalent to approximately HK$15,518,000), exclusive of transaction costs.

THE ACQUISITION

On 30 April 2025, CMBC Investment (HK) has acquired the Notes in an aggregate principal amount of US$8,000,000 (equivalent to approximately HK$62,072,000), at a total consideration of approximately US$8,086,318.44 (equivalent to approximately HK$62,741,744.78) 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 Acquisition when aggregated with the Subscription, exceeds 5% but is less than 25%, the Subscription and the Acquisition constitute a disclosable 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 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 Notes by the Issuer, and, on 15 April 2025 (after trading hours), such order was confirmed and CMBC Investment (HK) has been allocated with the Notes in a total subscription amount of US$2,000,000 (equivalent to approximately HK$15,518,000), at a total consideration of US$2,000,000 (equivalent to approximately HK$15,518,000), exclusive of transaction costs.

The order to subscribe

Date : 15 April 2025

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

To the best of the information, knowledge and belief of the Directors, the lead managers and their respective ultimate beneficial owners are Independent Third Parties.

The Subscription was funded from its internal resources.

Summary of principal terms of the Notes

Issuer : Mitsubishi UFJ Financial Group, Inc.
Aggregate Principal Amount : US$500,000,000
Issue Price : 100%
Issue Date : 24 April 2025
Interest : Interest payable quarterly in arrears on each 24 January, 24 April, 24 July and 24 October, beginning on 24 July 2025, at the rate which is equal to Compounded Daily SOFR (as defined in the Prospectus) plus 1.48% per annum
Maturity : 24 April 2031
Listing : Luxembourg Stock Exchange

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THE ACQUISITION

The Board announces that on 30 April 2025, CMBC Investment (HK) has acquired the Notes in an aggregate principal amount of US$8,000,000 (equivalent to approximately HK$62,072,000), at a total consideration of approximately US$8,086,318.44 (equivalent to approximately HK$62,741,744.78) 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

According to the public information available to the Company and the Prospectus, the Issuer is a bank holding company incorporated on 1 October 2005 in Japan. The Issuer is one of the world’s largest and most diversified financial groups engaged in a broad range of financial businesses and services, including commercial banking, investment banking, trust banking and asset management securities businesses, and credit card businesses, in over 40 countries. Shares of the Issuer are listed on the Tokyo Stock Exchange (stock code: 8306) and New York Stock Exchange (stock code: MUFG).

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.

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REASONS AND BENEFITS FOR THE SUBSCRIPTION AND ACQUISITION

The Group subscribed and acquired the Notes 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 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 disclosable 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 in the principal amount of US$8,000,000 (equivalent to approximately HK$62,072,000) at a consideration of approximately US$8,086,318.44 (equivalent to approximately HK$62,741,744.78) by CMBC Investment (HK) on 30 April 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

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“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

“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”
Mitsubishi UFJ Financial Group, Inc., 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”
US$500,000,000 Senior Callable Floating Rate Notes due 24 April 2031 (ISIN US606822DJ06) issued by the Issuer

“Prospectus”
the prospectus dated 4 August 2023, and the prospectus supplement dated 15 April 2025 issued by the Issuer in relation to the Notes

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

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"Stock Exchange"
The Stock Exchange of Hong Kong Limited

"Subscription"
the subscription of the Notes in the subscription amount of US$2,000,000 (equivalent to approximately HK$15,518,000) at a consideration of US$2,000,000 (equivalent to approximately HK$15,518,000) by CMBC Investment (HK) on 15 April 2025, exclusive of transaction costs

"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, 30 April 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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