PegBio Co., Ltd. — Major Shareholding Notification 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)

VOLUNTARY ANNOUNCEMENT REORGANISATION AT THE CONTROLLING SHAREHOLDER LEVEL

This announcement is made by the Company on a voluntary basis.

THE SHARE TRANSFER

The Company was informed by its controlling shareholder, CMBCI, that on 30 April 2025, the total issued share capital of CMBC International Investment has been transferred by CMBC International Investment (HK) to CMBCI at US$1.00 for the purpose of streamlining the Group structure. As at the date of this announcement, CMBC International Investment directly holds 758,166,477 Shares, representing approximately 68.97% of the total number of Shares in issue (excluding any treasury Shares).

Information of CMBC International Investment (HK)

CMBC International Investment (HK) is a company incorporated in Hong Kong with limited liability, the shares of which are directly wholly owned by CMBCI. It is principally engaged in investment holding and financing.

Information of CMBC International Investment

CMBC International Investment is a company incorporated in the British Virgin Islands with limited liability. As at the date of this announcement, CMBC International Investment holds approximately 68.97% of the total number of issued Shares in the Company (excluding any treasury Shares). It is principally engaged in investment holding.

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Immediately before the Share Transfer, CMBC International Investment was directly wholly owned by CMBC International Investment (HK), which was in turn owned by CMBCI.

Immediately after the Share Transfer, CMBC International Investment is directly wholly owned by CMBCI. Accordingly, as at the date of this announcement, CMBCI holds (i) 758,166,477 Shares (representing approximately 68.97% of the total number of Shares in issue (excluding any treasury Shares)) through CMBC International Investment; and (ii) 2,422,000 Shares (representing approximately 0.22% of the total number of Shares in issue (excluding any treasury Shares)) directly.

The following diagram sets out the shareholding structure in respect of the ownership and control of CMBCI in the Company immediately before the Share Transfer:

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The following diagram sets out the shareholding structure in respect of the ownership and control of CMBCI in the Company immediately after the Share Transfer:

REASON FOR THE SHARE TRANSFER

The Share Transfer is an intra-Group reorganisation for the purpose of streamlining the Group structure.

IMPLICATIONS UNDER THE TAKEOVERS CODE

As CMBCI acquired not less than 30% of the voting rights of the Company immediately after the Share Transfer, it is required to make a mandatory general offer for all the issued Shares of the Company pursuant to Rule 26 of the Takeovers Code, unless a waiver is granted by the Executive. In this regard, CMBCI has applied for, and the Executive has granted, a waiver to CMBCI from the obligation to make a general offer pursuant to Note 6(a) to Rule 26.1 of the Takeovers Code in connection with the Share Transfer.

Shareholders and potential investors of the Company are advised to exercise caution when dealing in the securities of the Company.

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DEFINITIONS

In this announcement, unless the context requires otherwise, the following expressions shall have the meanings set out below:

"CMBCI"
CMBC International Holdings Limited, a direct wholly owned subsidiary of China Minsheng Banking Corp., Ltd. and a controlling shareholder of the Company as at the date of this announcement

"CMBC International Investment"
CMBCI International Investment Limited, a company incorporated in the British Virgin Islands with limited liability and a direct wholly owned subsidiary of CMBCI as at the date of this announcement

"CMBC International Investment (HK)"
CMBC International Investment (HK) Limited, a company incorporated in Hong Kong with limited liability and a direct wholly owned subsidiary of CMBCI as at the date of this announcement

"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)

"controlling shareholder"
has the meaning ascribed in the Listing Rules

"Director(s)"
the director(s) of the Company

"Executive"
the executive director of the Corporate Finance Division of the Securities and Futures Commission of Hong Kong or any delegate of the executive director

"Group"
the Company and its subsidiaries

"Hong Kong"
the Hong Kong Special Administrative Region of the PRC

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"Listing Rules"
the Rules Governing the Listing of Securities on the Stock Exchange, as amended from time to time

"PRC"
the People's Republic of China

"Shares"
the shares of the Company

"Share Transfer"
the transfer of entire issued share capital of CMBC International Investment by CMBC International Investment (HK) to CMBCI at US$1.00

"Shareholders"
the shareholders of the Company

"Stock Exchange"
The Stock Exchange of Hong Kong Limited

"Takeovers Code"
The Codes on Takeovers and Mergers and Share Buy-backs

"%"
per cent.

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.