PegBio Co., Ltd. — M&A Activity 2017

Jun 28, 2017

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this joint 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 joint announcement.

This joint announcement appears for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for securities of the Company nor is it a solicitation of any vote or approval in any jurisdiction.

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CMBC International Holdings Limited (incorporated in Hong Kong with limited liability)

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CMBC Capital Holdings Limited (formerly known as “Skyway Securities Group Limited”) (incorporated in Bermuda with limited liability) (Stock Code: 1141)

CMBC International Investment Limited

(incorporated in the BVI with limited liability)

JOINT ANNOUNCEMENT

CLOSE OF MANDATORY UNCONDITIONAL CASH OFFER BY PLATINUM SECURITIES COMPANY LIMITED ON BEHALF OF CMBC INTERNATIONAL INVESTMENT LIMITED TO ACQUIRE ALL THE ISSUED SHARES IN CMBC CAPITAL HOLDINGS LIMITED (FORMERLY KNOWN AS “SKYWAY SECURITIES GROUP LIMITED”) (OTHER THAN THOSE ALREADY OWNED OR AGREED TO BE ACQUIRED BY CMBC INTERNATIONAL INVESTMENT LIMITED AND PARTIES ACTING IN CONCERT WITH IT)

Reference is made to the composite document dated 7 June 2017 jointly issued by the Company and the Offeror (the “Composite Document”) in relation to the Offer. Capitalised terms used herein, unless the context requires otherwise, shall bear the same meanings as defined in the Composite Document.

CLOSE OF THE OFFER

The Offeror and the Company jointly announce that the Offer was closed at 4:00 p.m. on Wednesday, 28 June 2017 and was not revised or extended.

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RESULTS OF THE OFFER

As at 4:00 p.m. on Wednesday, 28 June 2017, the Offeror has received valid acceptances in respect of a total of 41,449,093 Offer Shares under the Offer, representing approximately 0.09% of the entire issued share capital of the Company as at the date of this joint announcement.

Immediately upon the close of the Offer at 4:00 p.m. on Wednesday, 28 June 2017, taking into account the valid acceptances in respect of a total of 41,449,093 Shares (representing approximately 0.09% of the entire issued share capital of the Company) under the Offer (subject to completion of the transfer of those Shares to the Offeror), the Offeror and parties acting in concert with it own a total of 30,418,649,093 Shares, representing approximately 66.45% of the entire issued share capital of the Company as at the date of this joint announcement.

Save for the aforesaid and the acquisition of 3,427,200,000 Sale Shares and the subscription of 26,950,000,000 Subscription Shares, neither the Offeror nor parties acting in concert with it (i) held/controlled or directed any Shares and/or rights over Shares before the Offer Period; (ii) had acquired or agreed to acquire any other relevant securities (as defined in Note 4 to Rule 22 of the Takeovers Code) of the Company or any rights over the Shares; and/or (iii) had borrowed or lent any Shares or relevant securities (as defined in Note 4 to Rule 22 of the Takeovers Code) of the Company during the Offer Period.

Remittances in respect of the cash consideration (after deducting the sellers’ ad valorem stamp duty in respect of acceptances of the Offer) payable for the Offer Shares tendered under the Offer will be/have been despatched to the Independent Shareholders accepting the Offer by ordinary post at their own risk as soon as possible, but in any event within 7 Business Days following the date of receipt by the Registrar of all duly completed acceptance of the Offer and the relevant documents of title of the Offer Shares in respect of such acceptance to render the acceptance under the Offer complete and valid.

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SHAREHOLDING STRUCTURE OF THE COMPANY

The table below shows the shareholding structure of the Company (i) immediately before commencement of the Offer; and (ii) immediately upon close of the Offer.

Offeror Brilliant Decent Subtotal of the Offeror and parties acting in concert with it Other Shareholders Total	(i) Immediately before commencement of the Offer Approximately Number of Shares held % of Shares in issue 27,527,200,000 60.13% 2,850,000,000 6.23% 30,377,200,000 66.36% 15,401,557,729 33.64% 45,778,757,729 100.00	(ii) Immediately upon close of the Offer Approximately Number of Shares held % of Shares in issue 27,568,649,093 60.22% 2,850,000,000 6.23% 30,418,649,093 66.45% 15,360,108,636 33.55% 45,778,757,729 100.00	(ii) Immediately upon close of the Offer Approximately Number of Shares held % of Shares in issue 27,568,649,093 60.22% 2,850,000,000 6.23% 30,418,649,093 66.45% 15,360,108,636 33.55% 45,778,757,729 100.00
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PUBLIC FLOAT

Immediately after the close of the Offer and as at the date of this joint announcement, 15,360,108,636 Shares, representing approximately 33.55% of the entire issued share capital of the Company, are held by the public (as defined in the Listing Rules). Accordingly, the Company complies with the minimum public float requirement under the Listing Rules.

By Order of the Board By Order of the Board CMBC International Investment Limited CMBC Capital Holdings Limited Shek Yeung, Eric Li Jinze Chairman Director

By Order of the Board

CMBC International Holdings Limited Li Jinze Director

Hong Kong, 28 June 2017

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As at the date of this joint announcement, the Board comprises the following Directors:

Executive Directors: Independent Non-executive Directors: Mr. Li Jinze (Chairman) Mr. Chan Kwan Pak Ms. Lin Yuehe Mr. Siu Gee Tai Mr. Wang Haixong (Chief Executive Officer) Mr. Siu Siu Ling Robert Mr. Lee, Cheuk Yin Dannis Non-executive Directors: Mr. Wu Bin Mr. Ren Hailong Mr. Wang Lihua Mr. Liao Zhaohui

The Directors jointly and severally accept full responsibility for the accuracy of the information contained in this joint announcement (other than the information relating to the Offeror, China Huarong, their respective associates and parties acting in concert with them) and confirm having made all reasonable enquiries, that to the best of their knowledge, opinions expressed in this joint announcement (other than the opinions expressed by the directors of the Offeror) have been arrived at after due and careful consideration and there are no other facts not contained in this joint announcement the omission of which would make any statement in this joint announcement misleading.

As at the date of this joint announcement, the directors of the Offeror are Shek

Yeung, Eric and Li Jianyang.

The directors of the Offeror jointly and severally accept full responsibility for the accuracy of the information contained in this joint announcement (other than the information relating to the Group, the Selling Shareholders, China Huarong, their respective associates and parties acting in concert with them), and confirm, having made all reasonable enquires, that to the best of their knowledge, opinions expressed in this joint announcement (other than the opinions expressed by the Directors) have been arrived at after due and careful consideration and there are no other facts not contained in this joint announcement, the omission of which would make any statement contained in this joint announcement misleading.

As at the date of this joint announcement, the directors of CMBCI are Hong Qi, Wang Hang, Wong Stacey Martin, Li Jinze and Shi Jie.

The directors of CMBCI jointly and severally accept full responsibility for the accuracy of the information contained in this joint announcement (other than the information relating to the Group, the Selling Shareholders, China Huarong, their respective associates and parties acting in concert with them), and confirm, having made all reasonable enquires, that to the best of their knowledge, opinions expressed in this joint announcement (other than the opinions expressed by the Directors) have been arrived at after due and careful consideration and there are no other facts not contained in this joint announcement, the omission of which would make any statement contained in this joint announcement misleading.

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As at the date of this joint announcement, the directors of China Huarong are Yang Hongwei, Wang Jinglan, Sun Siu Kit, Fu Qunming and Fan Haibo.

The directors of China Huarong jointly and severally accept full responsibility for the accuracy of the information contained in this joint announcement (other than the information relating to the Group, the Selling Shareholders, the Offeror, their respective associates and parties acting in concert with them), and confirm, having made all reasonable enquires, that to the best of their knowledge, opinions expressed in this joint announcement (other than the opinions expressed by the Directors) have been arrived at after due and careful consideration and there are no other facts not contained in this joint announcement, the omission of which would make any statement contained in this joint announcement misleading.

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