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

Mar 11, 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 1 by the Issuer, and, on 18 February 2025 (after trading hours), such order was confirmed and CMBC Investment (HK) has been allocated with the Notes 1 in a total subscription amount of US$2,000,000 (equivalent to approximately HK$15,551,200), at a total consideration of US$2,000,000 (equivalent to approximately HK$15,551,200), exclusive of transaction costs.

THE ACQUISITION

On 11 March 2025, CMBC Investment (HK) has acquired the Notes 2 in an aggregate principal amount of US$10,000,000 (equivalent to approximately HK$77,756,000), at a total consideration of approximately US$10,131,149.73 (equivalent to approximately HK$78,775,767.84) 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 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 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 1 by the Issuer, and, on 18 February 2025 (after trading hours), such order was confirmed and CMBC Investment (HK) has been allocated with the Notes 1 in a total subscription amount of US$2,000,000 (equivalent to approximately HK$15,551,200), at a total consideration of US$2,000,000 (equivalent to approximately HK$15,551,200), exclusive of transaction costs.

The order to subscribe

Date : 18 February 2025

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

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Summary of principal terms of the Notes 1

Issuer : Sumitomo Mitsui Financial Group, Inc.
Aggregate Principal Amount : US$1,250,000,000
Issue Price : 100%
Issue Date : 25 February 2025
Interest : Interests payable semiannually in arrears on 5 June and 5 December of each year, from (and including) the issue date to (but excluding) 5 June 2035 (the “First Reset Date”) at the rate of 6.45% per annum. The rate of interest will be reset on the First Reset Date and every date that falls five, or a multiple of five, years thereafter and will be equal to the sum of the applicable U.S. Treasury Rate (as defined in the Prospectus 1) plus a margin of 1.90% per annum
Maturity : Perpetual
Listing : Luxembourg Stock Exchange

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THE ACQUISITION

The Board announces that on 11 March 2025, CMBC Investment (HK) has acquired the Notes 2 in an aggregate principal amount of US$10,000,000 (equivalent to approximately HK$77,756,000), at a total consideration of approximately US$10,131,149.73 (equivalent to approximately HK$78,775,767.84) in the over-the-counter market.

Summary of principal terms of the Notes 2

Issuer : Sumitomo Mitsui Financial Group, Inc.
Aggregate Principal Amount : US$800,000,000
Issue Price : 100%
Issue Date : 15 January 2025
Interests : Interest payable quarterly in arrears on each 15 January, 15 April, 15 July and 15 October of each year, beginning on 15 April 2025, at the rate which is equal to Compounded Daily SOFR (as defined in the Prospectus 2) plus 1.05% per annum
Maturity : 15 April 2030
Listing : Luxembourg Stock Exchange

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.

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INFORMATION OF THE ISSUER

According to the public information available to the Company and the Prospectuses, the Issuer is listed on the Tokyo Stock Exchange (stock code: 8316). The Issuer is one of the three largest banking groups in Japan, with an established presence across all of the consumer and corporate banking sectors. Through its subsidiaries and affiliates, the Issuer offers a diverse range of financial services, including commercial banking, leasing, securities, consumer finance and other services.

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 SUBSCRIPTION AND ACQUISITION

The Group 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 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 Notes 2 in the principal amount of US$10,000,000 (equivalent to approximately HK$77,756,000) at a consideration of approximately US$10,131,149.73 (equivalent to approximately HK$78,775,767.84) by CMBC Investment (HK) on 11 March 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

"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

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"Issuer"

Sumitomo Mitsui 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"

the Notes 1 and Notes 2

"Notes 1"

US$1,250,000,000 6.450% Perpetual Subordinated Notes (ISIN US86562MDW73) issued by the Issuer

"Notes 2"

US$800,000,000 Senior Floating Rate Notes due 2030 (ISIN US86562MDR88) issued by the Issuer

"Prospectus 1"

the prospectus and prospectus supplement issued by the Issuer in relation to the Notes 1 dated 11 January 2024 and 18 February 2025, respectively

"Prospectus 2"

the prospectus and prospectus supplement issued by the Issuer in relation to the Notes 2 dated 11 January 2024 and 7 January 2025, respectively

"Prospectuses"

Prospectus 1 and Prospectus 2

"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 Notes 1 in the subscription amount of US$2,000,000 (equivalent to approximately HK$15,551,200) at a consideration of approximately US$2,000,000 (equivalent to approximately HK$15,551,200) by CMBC Investment (HK) on 18 February 2025, exclusive of transaction costs

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"US$"

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

"%"

per cent.

In this announcement, amounts in US$ are translated into HK$ on the basis of US$1.00 = HK$7.7756. The conversion rate is for illustration purposes only and should not be taken as a representation that US$ 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, 11 March 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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