PegBio Co., Ltd. — Governance Information 2017

Jul 14, 2017

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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CMBC Capital Holdings Limited

(Incorporated in Bermuda with limited liability)

(Stock Code: 1141)

PROPOSED ADOPTION OF NEW BYE-LAWS

The Board proposes to amend the existing Bye-laws to, inter alia , reflect certain amendments to the Listing Rules and the laws of Bermuda. In view of the number of amendments proposed to be made to the existing Bye-laws, the Board proposes that a new set of bye-laws of the Company with all the proposed amendments to the existing Bye-laws incorporated be adopted to replace the existing Bye-laws, instead of carrying out piecemeal modifications on the existing Bye-laws.

This announcement is made by CMBC Capital Holdings Limited (the “ Company ”) pursuant to Rule 13.51(1) of the Rules (the “ Listing Rules ”) Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”).

The board (the “ Board ”) of directors (the “ Directors ”) of the Company proposes to amend the existing bye-laws of the Company (the “ Bye-laws ”) to, inter alia , reflect certain amendments to the Listing Rules and the laws of Bermuda.

The principal amendments proposed to be made to the existing Bye-laws are for the purposes of the following:-

• (a) to reflect the requirements of the applicable code provisions in the Corporate Governance Code set out in Appendix 14 to the Listing Rules regarding board meetings and general meetings;

• (b) to remove prohibitions on the provision of financial assistance for the purchase of shares of the Company in line with the Companies Act 1981 of Bermuda (the “ Companies Act ”);

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• (c) to provide for all resolutions at general meetings of the Company to be decided by poll (other than resolutions that relate purely to a procedural or administrative matter) as required by the Listing Rules;

• (d) to align with the requirements of the Listing Rules on the Directors’ requirement of not voting on any resolution of the Board approving any contract or arrangement in which the Director or any of his close associates is materially interested and to remove the five (5) per cent exception as previously allowed under the Listing Rules;

• (e) to allow the public to inspect the register of members of the Company without charge;

• (f) to provide that an annual general meeting of the Company shall be called by notice of not less than twenty-one (21) clear days and not less than twenty (20) clear business days and all other special general meetings shall be called by notice of not less than fourteen (14) clear days and not less than ten (10) clear business days, in each case or such period as mandatorily prescribed by the Listing Rules and subject to the requirement of the Companies Act;

• (g) to provide that a resolution in writing shall not be passed in lieu of a meeting of the Board for the purposes of considering any matter or business in which a substantial shareholder of the Company or a Director has a conflict of interest and such conflict of interest is considered to be material by the Board;

• (h) to provide that the Directors may fill the vacancy of a resigning auditor and fix the remuneration of the auditor in the event that the office of auditor becomes vacant; and

• (i) other miscellaneous amendments to update or clarify provisions of the Bye-laws where it is considered desirable and to better align with the wordings in the Companies Act and the Listing Rules.

In view of the number of amendments proposed to be made to the existing Bye-laws, the Board proposes that a new set of bye-laws of the Company with all the proposed amendments to the existing Bye-laws incorporated be adopted to replace the existing Bye-laws, instead of carrying out piecemeal modifications on the existing Bye-laws.

The shareholders of the Company (the “ Shareholders ”) should note that the major changes in the Bye-laws consequential upon the changes in the Listing Rules and the Companies Act described above are not exhaustive and that the new Bye-laws also contain other changes which are primarily in line with the standard provisions of the bye-laws of other companies incorporated in Bermuda and whose shares are listed on the Stock Exchange.

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The proposed amendments to the Bye-laws and the proposed adoption of the new Bye-laws are subject to the approval of the Shareholders by way of a special resolution at a general meeting of the Company.

A circular containing, among other things, information of the proposed amendments to the Byelaws and adoption of the new Bye-laws, together with a notice convening the general meeting, will be despatched to the Shareholders in due course in accordance with the Listing Rules.

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

Hong Kong, 14 July 2017

As at the date of this announcement, the executive Directors are Mr. Li Jinze, the non-executive Directors are Mr. Ren Hailong and Mr. Liao Zhaohui, and the independent non-executive Directors are Mr. Lee, Cheuk Yin Dannis, Mr. Wu Bin and Mr. Wang Lihua.

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