PegBio Co., Ltd. — Proxy Solicitation & Information Statement 2018

Aug 24, 2018

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult a licensed securities dealer, registered institution in securities, bank manager, solicitor, certified public accountant or other professional adviser.

If you have sold or transferred all your shares in CMBC Capital Holdings Limited, you should at once hand this circular to the purchaser or the transferee or to the bank, licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser or the transferee.

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

==> picture [218 x 44] intentionally omitted <==

CMBC CAPITAL HOLDINGS LIMITED

(Incorporated in Bermuda with limited liability)

(Stock Code: 1141)

MAJOR TRANSACTION IN RELATION TO SUBSCRIPTION FOR NOTES

Capitalised terms used in this cover page shall have the same meanings as those defined in the section headed “Definition” in this circular. A letter from the Board is set out on pages 3 to 10 of this circular.

24 August 2018

CONTENTS

Pages	Pages
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
APPENDIX I – FINANCIAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . .	11
APPENDIX II – GENERAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . .	15

– i –

DEFINITIONS

In this circular, unless the context otherwise requires, the following terms shall have the following meanings:

• “associate” has the meaning ascribed to it under the Listing Rules

• “Board” the board of Directors

• “CMBC Investment” CMBC International Investment Limited (民銀國際 投資有限公司), a company incorporated in the British Virgin Islands, and a controlling shareholder of the Company

• “Company” CMBC Capital Holdings Limited (民銀資本控股有限 公司), a company incorporated in Bermuda with limited liability, the issued shares of which are listed on the Stock Exchange (stock code: 1141)

• “Completion Date” 21 June 2018 or a later date agreed by the parties (not later than 15 July 2018) to the Subscription Agreement

• “Director(s)” the directors of the Company

• “First Extended Maturity Date” the date which is six (6) Months after Original Maturity Date

• “Group” the Company and its subsidiaries

• “HK$” Hong Kong Dollars(s), the lawful currency of Hong Kong

• “Hong Kong” the Hong Kong Special Administrative Region of the PRC

• “Independent Third Party(ies)” any person(s) who is/are not connected person(s) of the Company

• “Issuer” VMS CSW 1 Land Holdings Limited, a company incorporated in the British Virgin Islands

• “Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange, as amended, supplemented or otherwise modified from time to time

• “Notes”

• the notes in the aggregate principal amount of HK$1,150,000,000 due 2020 issued by the Issuer

– 1 –

DEFINITIONS

• “Original Maturity Date” the date which is two (2) years after the issue date of the Notes

• “PRC” the People’s Republic of China, for the purpose of this circular, excluding Hong Kong, the Macau Special Administrative Region of the PRC and Taiwan

• “Second Extended the date which is six (6) Months after First Maturity Date” Extended Maturity Date

• “Shareholder(s)” holders of the Share(s)

• “Stock Exchange” The Stock Exchange of Hong Kong Limited

• “Subscription” the subscription for the Notes by the Company in the principal amount of HK$420,000,000

• “Subscription Agreement” the subscription agreement dated 20 June 2018 entered into between the Company and the Issuer in relation to the Subscription

• “%” per cent.

– 2 –

LETTER FROM THE BOARD

==> picture [218 x 43] intentionally omitted <==

CMBC CAPITAL HOLDINGS LIMITED

(Incorporated in Bermuda with limited liability)

(Stock Code: 1141)

Executive Directors : Mr. Li Jinze Mr. Ding Zhisuo Mr. Ng Hoi Kam

Registered Office : Clarendon House 2 Church Street Hamilton HM 11 Bermuda

Non-executive Directors :

Mr. Ren Hailong Mr. Liao Zhaohui

Independent non-executive Directors : Mr. Lee, Cheuk Yin Dannis Mr. Wu Bin Mr. Wang Lihua

Head Office and Principal Place of Business Units 6601A and 6607-6608 Level 66 International Commerce Centre 1 Austin Road West Kowloon Hong Kong

24 August 2018

To the Shareholders

Dear Sir or Madam,

MAJOR TRANSACTION IN RELATION TO SUBSCRIPTION FOR NOTES

I. INTRODUCTION

Reference is made to the announcement of the Company dated 20 June 2018 in relation to the Subscription.

On 20 June 2018, the Company has entered into the Subscription Agreement with the Issuer, pursuant to which, the Company has agreed to subscribe the Notes in the principal amount of HK$420,000,000.

As one or more of the applicable percentage ratios (as defined under Rule 14.07 of the Listing Rules) in respect of the Subscription exceed(s) 25% but are less than 100%, the entering into of the Subscription Agreement and the transactions contemplated thereunder constitute a major transaction for the Company under Chapter 14 of the Listing Rules and are subject to the reporting, announcement, circular and shareholders’ approval requirements.

– 3 –

LETTER FROM THE BOARD

The Company has obtained written Shareholders’ approval for the Subscription in accordance with Rule 14.44 of the Listing Rules from CMBC Investment, which is a controlling shareholder of the Company beneficially interested in approximately 59.47% of issued share capital of the Company as at the date of this circular. Pursuant to Rule 14.44 of the Listing Rules, the written approval from CMBC Investment is accepted in lieu of holding a general meeting for approval of the Subscription Agreement and the transactions contemplated thereunder.

The purpose of this circular is to provide the Shareholders with the information in relation to the Subscription and other information prescribed by the Listing Rules.

II. THE SUBSCRIPTION

On 20 June 2018, the Company entered into the Subscription Agreement with the Issuer. The principal terms of the Subscription are set out below.

Consideration

The Company has agreed to subscribe for HK$420,000,000 in principal amount of the Notes on the Completion Date at the issue price of the Notes (being HK$420,000,000). The subscription amount is negotiated on an arm’s length basis among the parties thereto, with reference to the commercial practice and principal amount of the Notes subscribed.

The Group will fund the total subscription amount under the Subscription from its internal resources.

Use of proceeds

According to the Subscription Agreement, the Issuer will use the net proceeds from the Subscription, inter alia, to finance the acquisition of an overseas company.

The Company’s rights of termination

If at any time prior to Completion Date:

• (a) the Issuer commits any material breach of or omits in any material respect to observe any of its obligations or undertakings under the Subscription Agreement or any of the warranties thereunder is or becomes untrue or incorrect in any material respect; or

• (b) any of the conditions precedent become incapable of being satisfied (and are not waived), then, in any such case, the Company may (in its sole and absolute discretion) by notice in writing to the Issuer, forthwith terminate the Subscription Agreement.

– 4 –

LETTER FROM THE BOARD

Conditions Precedent:

Subject to satisfaction (or, as the case may be, waiver), among others, of the following conditions precedent, the Issuer shall, on the Completion Date, issue and deliver to the Company or its nominee the Notes in the principal amount of HK$420,000,000:

• i. the Company has received all documents as required under the Subscription Agreement;

• ii. execution of the Subscription Agreement and any other finance documents that are designated in the Subscription Agreement; and

• iii. Evidence that the fees, costs and expenses then due from the obligors pursuant to the finance documents have been paid or will be paid by the Completion Date.

As of the date of this circular, all conditions precedent set out in the Subscription Agreement have been satisfied or waived (if applicable) in accordance with the Subscription Agreement.

Completion

The completion of the Subscription took place on the Completion Date.

INFORMATION ON THE NOTES

Principal terms of the Notes are set out below:

Issuer: VMS CSW 1 Land Holdings Limited Notes Issued: HK$1,150,000,000 aggregate principal amount of variable rates senior secured notes due 2020 Issue Price: 100% of the principal amount Maturity Date: 2 years from the issue date of the Notes and extendible for another year

– 5 –

LETTER FROM THE BOARD

Interest:

• (a) 6.25% per annum for the period from (and including) the issue date of the Notes to (but excluding) the first anniversary of the issue date of the Notes;

• (b) 8.25% per annum for the period from the first anniversary of the issue date of the Notes to the Original Maturity Date (both inclusive);

• (c) (if the Original Maturity Date is duly extended to the First Extended Maturity Date) 8.75% per annum for the period from (but excluding) the Original Maturity Date to (and including) the First Extended Maturity Date; and

• (d) (if the First Extended Maturity Date is duly extended to the Second Extended Maturity Date) 9.25% per annum for the period from (but excluding) the First Extended Maturity Date to (and including) the Second Extended Maturity Date.

• Ranking of the Notes: The Notes rank at least pari passu with the claims of all of its other unsecured and unsubordinated creditors, except for obligations mandatorily preferred by law applying to companies generally.

Events of Default:

There shall be an event of default if, among others, any of the following events shall have occurred or is continuing:

1. Non-Payment

An obligor does not pay on the due date any amount payable pursuant to a finance document at the place at and in the currency in which it is expressed to be payable unless:

• (a) its failure to pay is caused by:

• (i) administrative or technical error; or

• (ii) a disruption event; and

– 6 –

LETTER FROM THE BOARD

• (b) payment is made within three business days of its due date.

• Financial and post-closing covenants

Any of the financial covenant of the Notes is not satisfied or an obligor does not comply with any term of the general undertakings of the Notes.

1. Misrepresentation

2. (a) Any representation, warranty or statement made or deemed to be made by an obligor in the finance documents or any other document delivered by or on behalf of any obligor under or in connection with any finance document is or proves to have been incorrect or misleading in any material respect when made or deemed to be made.

3. (b) No event of default under paragraph (a) above will occur if such incorrect or misleading representation, warranty or statement is capable of remedy and is remedied within 14 business days of the earlier of (i) a notice being given to the Issuer and (ii) any obligor becoming aware of the inaccuracy or misleading nature of that representation, warranty or statement.

4. Financial and post-closing covenants

Any of the financial covenant of the Notes is not satisfied or an obligor does not comply with any term of the general undertakings of the Notes.

– 7 –

LETTER FROM THE BOARD

• (a) The Issuer or any of its subsidiaries is or is presumed or deemed to be unable or admits inability to pay its debts as they fall due, suspends making payments on any of its debts or, by reason of actual or anticipated financial difficulties, commences negotiations with one or more of its creditors (excluding any finance party in its capacity as such) with a view to rescheduling any of its indebtedness;

• (b) The value of the assets of the Issuer or any of its subsidiaries is less than its liabilities (taking into account contingent and prospective liabilities).

• (c) A moratorium is declared in respect of any indebtedness of the Issuer or any of its members.

• Cessation of business

The Issuer or any of its subsidiaries suspends or ceases to carry on (or threatens to suspend or cease to carry on) all or a material part of its business or of the Issuer’s business taken as a whole.

Redemption:

Unless previously redeemed or purchased and cancelled, the Issuer will redeem each Note at its principal amount together with unpaid accrued interest on either (i) the Original Maturity Date, (ii) (if the Issuer has duly extended the Original Maturity Date to the First Extended Maturity Date) the First Extended Maturity Date, or (iii) (if the Issuer has duly extended the First Extended Maturity Date to the Second Extended Maturity Date) the Second Extended Maturity Date.

No early redemption, purchase or cancellation of the Notes is allowed except in accordance with the terms of the Subscription Agreement and the Notes.

Listing:

No application will be made for the listing of the Notes.

– 8 –

LETTER FROM THE BOARD

III. REASONS FOR AND BENEFITS OF THE SUBSCRIPTION

Taking into account the principal activities of the Group, the Directors consider that the Subscription is in the ordinary and usual course of business of the Group.

The terms of the Subscription Agreement and the Notes are negotiated on an arm’s length basis among the parties thereto, with reference to the commercial practice and principal amount of the Notes subscribed. The Directors are of the view that the terms of the Subscription are on normal commercial terms. The Subscription has been entered into based on the Company’s development strategy. Taking into account the satisfactory financial background of the Issuer which has asset that was valued by an independent valuer in March 2018 to be over HK$3 billion, as well as the stable revenue and cash flow stream expected to be generated by the Notes, the Directors consider that the terms of the Subscription are fair and reasonable and in the interests of the Company and its Shareholders as a whole.

IV. INFORMATION OF THE GROUP

As at the date of this circular, the Group is principally engaged in the securities business, investment and financing and asset management and advisory business.

V. INFORMATION OF VMS CSW 1 LAND HOLDINGS LIMITED

To the best of the knowledge, information and belief of the Directors, having made all reasonable enquiries, the Issuer is an investment holding company, wholly owned by a segregated portfolio company which is principally engaged in real estate investment.

As at the date of this circular, 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.

VI. LISTING RULES IMPLICATIONS

As one or more of the applicable percentage ratios (as defined under Rule 14.07 of the Listing Rules) in respect of the Subscription exceed(s) 25% but are less than 100%, the entering into of the Subscription Agreement and the transactions contemplated thereunder constitute a major transaction for the Company under Chapter 14 of the Listing Rules and are subject to the reporting, announcement, circular and shareholders’ approval requirements.

– 9 –

LETTER FROM THE BOARD

To the best of the knowledge, information and belief of the Directors, having made all reasonable enquiries, no Shareholder has a material interest in the Subscription Agreement and the transactions contemplated thereunder and accordingly, no Shareholder or its/his associate(s) is required to abstain from voting if the Company were to convene a general meeting for approving the Subscription Agreement and the transactions contemplated thereunder.

The Company has obtained written Shareholders’ approval for the Subscription in accordance with Rule 14.44 of the Listing Rules from CMBC Investment, which is a controlling shareholder of the Company beneficially interested in approximately 59.47% of issued share capital of the Company as at the date of this circular. Pursuant to Rule 14.44 of the Listing Rules, the written approval from CMBC Investment is accepted in lieu of holding a general meeting for approval of the Subscription Agreement and the transactions contemplated thereunder.

VII. RECOMMENDATION

Although no general meeting will be convened, the Board considers that the Subscription was entered into on normal commercial terms and the terms of the Subscription are fair and reasonable and are in the best interests of the Company and the Shareholders as a whole. Accordingly, if a general meeting were convened for approving the Subscription thereunder, the Board would have recommended the Shareholders to vote in favour of the Subscription.

VIII. ADDITIONAL INFORMATION

Your attention is drawn to the additional information set out in the appendices I and II to this circular.

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

– 10 –

FINANCIAL INFORMATION

APPENDIX I

1. FINANCIAL INFORMATION OF THE GROUP

The Company is required to set out in this circular the financial information for each of the years ended 31 March 2016 and 2017 and the nine months ended 31 December 2017 with respect to the profits and losses, financial record and position, set out as a comparative table and the latest published audited statement of financial position together with the notes on the annual accounts for the last financial year for the Group.

The audited consolidated financial statements of the Group for the nine months ended 31 December 2017 are set out in pages 68 to 179 of the annual report 2017 of the Company which was posted on 27 April 2018 on the Stock Exchange’s website (www.hkexnews.hk) and the Company’s website (http://www.cmbccap.com). It can be accessed at: http://www.hkexnews.hk/listedco/listconews/SEHK/2018/0427/LTN201804272082.pdf

The audited consolidated financial statements of the Group for the year ended 31 March 2017 are set out in pages 54 to 145 of the annual report 2017 of the Company which was posted on 28 June 2017 on the Stock Exchange’s website (www.hkexnews.hk) and the Company’s website (http://www.cmbccap.com). It can be accessed at: http://www.hkexnews.hk/listedco/listconews/SEHK/2017/0628/LTN20170628021.pdf

The audited consolidated financial statements of the Group for the year ended 31 March 2016 are set out in pages 37 to 119 of the annual report 2016 of the Company which was posted on 21 July 2016 on the Stock Exchange’s website (www.hkexnews.hk) and the Company’s website (http://www.cmbccap.com). It can be accessed at: http://www.hkexnews.hk/listedco/listconews/SEHK/2016/0721/LTN20160721497.pdf

2. INDEBTEDNESS

As at the close of business on 30 June 2018 being the latest practicable date for the purpose of ascertaining the indebtedness of the Group prior to the printing of this circular, the Group had outstanding credit borrowings of approximately HK$7,286.9 million, details of which are as follows:

Borrowings:

Notes payable with nominal value of HK$150.0 million, unsecured and unguaranteed Bank loan from a branch of the ultimate holding company, unsecured and unguaranteed Loan from intermediate holding company, unsecured and unguaranteed Financial assets sold under repurchase agreements, secured and guaranteed Total	At 30 June 2018 HK$ million (unaudited) 148.8 494.3 5,739.2 904.6
	7,286.9

– 11 –

FINANCIAL INFORMATION

APPENDIX I

Pledged Assets

As at 30 June 2018, borrowings under financial assets sold under repurchase agreements are fully guaranteed by the Company and secured by the underlying assets that consist of certain of the Group’s financial assets at fair value through profit or loss and financial assets at fair value through other comprehensive income with total carrying amounts of HK$1,512.9 million.

Save as aforesaid or as otherwise disclosed herein, and apart from intra-group liabilities, as at the close of business on 30 June 2018, the Group did not have any issued and outstanding, or committed, loan capital, bank overdrafts, loans or other similar indebtedness, liabilities under acceptances or acceptable credits, debentures, mortgages, charges, hire purchase commitments, guarantees or other material contingent liabilities.

3. WORKING CAPITAL

Taking into account the effect of the participation in the Subscription and the financial resources available to the Group, the Directors are of the opinion that the working capital available to the Group is sufficient for the Group’s requirements for at least twelve months from the date of this circular.

4. FINANCIAL AND TRADING PROSPECTS

The Company intends to continuously enhance profitability by offering a one-stop securities and investment banking solution encompassing cross-border and innovative financial products and services. In particular, the Group intends to, inter alia :

• (1) further expand its loan and financing business by offering more diversified structured finance services mainly targeting on high-profile private enterprise customers in the comprehensive health, mass consumption, emerging technology and featured manufacturing industry (the “Target Clients”) thereby generating stable revenue stream, as well as facilitating the rapid development of the Group’s merger and acquisition advisory and sponsor services, debt and equity underwriting business as well as asset management business;

• (2) further strengthen its brokerage service capability. In particular, the Group intends to steadily develop its brokerage services by further optimising the related IT system as well as leveraging on the established sales network and massive client base of China Minsheng;

• (3) commence and expand the corporate finance advisory business. In particular, the Group intends to establish its own client base for its sponsor business by assisting the Target Clients to go listing on the Stock Exchange. In addition, surrounding “One Belt and One Road Initiatives”, the Group also intends to provide the all-round investment banking services to those PRC domestic enterprises which plan to expand its business into those “One Belt and One Road” countries or jurisdictions;

– 12 –

APPENDIX I

FINANCIAL INFORMATION

• (4) further develop its asset management business. Leveraging on the extensive client base of the Group and China Minsheng, the Group intends to enrich its asset management product portfolio by offering diversified asset management services, as well as to attract higher net worth clients including listed companies and their senior management; and

• (5) consider to further develop the Group’s business through investment in or acquisition of suitable companies and business, when opportunities arise. As at the date of this circular, the Group did not have any concrete plan to make any acquisition. The Group intends to strengthen its profitability and optimise its asset structure, through pre-IPO investments in high profile enterprises in Great China area. The Company also considers to acquire the companies and business which may create synergy with the Group and China Minsheng’s business. Although the Group currently does not have any specific acquisition plan, the Group will closely monitor the development trend in different markets such as Hong Kong, Europe and North-East Asia for its future globalised development. The Group will also look for potential acquisition targets with team advantage, profitability and sustainable growth.

On the whole, the Group will continue to implement the “one-body two-wings” strategy. “One-body” refers to the structural financing services provided by the Group. Benefiting from its bank-owned background, the Group is able to provide full-spectrum services (such as corporate advisory and consultation services) and one-stop solutions to clients with different funding requirements. “Two-wings” refers to the Group’s security business and asset management services. Leveraging on the development of “one-body” structural financing services, the Group is expected to achieve mutual growth in its security business and asset management business.

– 13 –

FINANCIAL INFORMATION

APPENDIX I

5. EFFECT OF THE PARTICIPATION IN THE SUBSCRIPTION ON THE EARNINGS AND ASSETS AND LIABILITIES OF THE GROUP

Assets and liabilities

As a result of the subscription made by the Company, it is expected that the “Loans and advances through subscription of the Notes” will increase, while the corresponding financial effects will be reflected by way of a decrease in “cash and cash equivalents” and/or an increase in “borrowings”. Given these financial effects, the Directors are of the view that the Company’s subscription will not have any material financial effects on the net asset value of the Group.

Earnings

Since the interest income will be received by the Company for its subscription of the Notes, the earnings of the Group will increase by an amount equivalent to such income arising from such subscription in the relevant period. On the other hand, interest expenses and other fees are to be paid by the Company for its subscription, which will decrease the earnings of the Group by an amount equivalent to such expenses. Given these financial effects, the Directors expect that there will be no significant adverse impact on the Group’s consolidated profit or loss account.

– 14 –

GENERAL INFORMATION

APPENDIX II

1. RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief, the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.

2. INTERESTS AND SHORT POSITIONS OF DIRECTORS AND CHIEF EXECUTIVE

As at the Latest Practicable Date, none of the Directors or chief executive of the Company (and their respective associate(s)) had or was deemed to have any interests or short positions in the Shares, underlying Shares or debentures of the Company or any of its associated corporations (within the meaning of Part XV of the SFO) which were required to be notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests and short positions which they are deemed or taken to have under such provisions of the SFO) or which were required, pursuant to section 352 of the SFO to be entered into the register referred to therein or which were required, pursuant to the Model Code for Securities Transactions by Directors of Listed Issuers set out in Appendix 10 to the Listing Rules, to be notified to the Company and the Stock Exchange.

3. COMPETING INTERESTS

China Minsheng is principally engaged in commercial and retail banking business providing corporate and personal banking, treasury business, finance leasing, asset management and other financial services but holds licenses to carry out type 1 (dealing in securities) and type 4 (advising on securities) regulated activities through its Hong Kong Branch. Neither the Company nor its subsidiaries are licensed to carry out commercial banking activities and hence China Minsheng does not compete with the Company in respect of commercial banking activities. As such, the Directors expect immaterial competition from China Minsheng Hong Kong Branch, and even if there is competition, it will be normal market competition and will not affect the interest of the Shareholders as a whole, as (i) the Company will be the principal platform for China Minsheng to conduct securities and investment banking businesses in Hong Kong; (ii) the principal business of China Minsheng Hong Kong Branch is commercial banking; (iii) the management of China Minsheng Hong Kong Branch is not involved in the management of the Company or its subsidiaries, nor is it involved in the management of CMBCI Group; (iv) the Company will have an independent and separate team conducting its type 1 (dealing in securities) and type 4 (advising on securities) regulated activities; and (v) China Minsheng Hong Kong Branch has no securities brokerage, futures or asset management businesses.

– 15 –

APPENDIX II

GENERAL INFORMATION

CMBCI Group is principally engaged in investments and investment holding. It is expected that CMBCI Group will not principally engage in securities and investment banking businesses with Independent Third Party which will be the principal businesses of the Group. Therefore, all businesses involving regulated activities will principally be undertaken by the Group.

As such, the Directors are of the view that there is immaterial competition from CMBCI Group, and even if there is competition, it will be on normal market competition and will not affect the interest of the Shareholders.

4. DIRECTORS’ COMPETING INTERESTS

As at the Latest Practicable Date, none of the Directors nor his close associates is and was interested in any business which competes or may compete, either directly or indirectly, with the business of the Group.

5. INTERESTS IN THE GROUP’S ASSETS OR CONTRACTS OR ARRANGEMENTS SIGNIFICANT TO THE GROUP

As at the Latest Practicable Date, none of the Directors had any interest in any assets which have been, since 31 December 2017 (being the date to which the latest published audited accounts of the Company were made up), acquired or disposed of by or leased to any member of the Group, or are proposed to be acquired or disposed of by or leased to any member of the Group.

As at the Latest Practicable Date, none of the Directors was materially interested in any contract or arrangement, subsisting at the date of this circular, which is significant in relation to the business of the Group.

6. DIRECTORS’ SERVICE CONTRACTS

As at the Latest Practicable Date, none of the Directors had any existing or proposed service contract with any member of the Group (excluding contracts expiring or determinable by the employer within one year without payment of compensation (other than statutory compensation)).

– 16 –

GENERAL INFORMATION

APPENDIX II

7. MATERIAL ADVERSE CHANGE

As the Latest Practicable Date, the Directors were not aware of any material adverse change in the financial or trading position of the Group since 31 December 2017, the date to which the latest published audited consolidated financial statements of the Group were made up.

8. MATERIAL CONTRACTS

The following contracts, not being contracts entered into in ordinary course of business of the Group, have been entered into by the members of the Group within two years preceding the date of the this circular which are, or maybe, material:

• (a) the conditional placing agreement entered into between the Company and Skyway Securities Investment Limited dated 3 May 2016 in relation to placing of up to 2,550,000,000 placing shares at the placing price of HK$0.18 per placing Share in a best effort basis and subsequently terminated on 31 July 2016.

• (b) the conditional agreement dated 3 May 2016 and entered into between the Company and Capital Union Inc., in respect of the subscription of 1,450,000,000 new shares of the Company at consideration of HK$261,000,000 settle by way of set off against the total outstanding principal amount of the promissory notes of HK$285,000,000.

• (c) the conditional agreement dated 28 November 2016 and entered into between Celestial Lodge Limited and Gold Mission Limited in respect of the disposal of the entire equity interests of Sky Eagle Global Limited by Gold Mission Limited to Celestial Lodge Limited, together with the supplemental agreement dated 7 March 2017.

• (d) the conditional subscription agreement dated 7 March 2017 and entered into between the Company as issuer and CMBC International Investment Limited and Brilliant Decent Limited as subscribers in relation to the subscription for a total of 26,950,000,000 new Shares issued by the Company.

• (e) the acquisition agreement dated 27 July 2017 entered into between the Company and CMBCI for the entire issued share capital of CMBC Capital Finance Limited.

• (f) the acquisition agreement dated 27 July 2017 entered into between the Company and CMBCI for the entire issued share capital of CMBC International Capital Limited.

– 17 –

GENERAL INFORMATION

APPENDIX II

9. LITIGATION

As at the Latest Practicable Date, none of the members of the Group was engaged in any litigation, or claim of material importance, and no litigation or claim of material importance was known to the Directors to be pending or threatened against any member of the Group.

10. MISCELLANEOUS

• (a) The registered office of the Company is located at Clarendon House, 2 Church Street, Hamilton HM 11, Bermuda.

• (b) The head office and principal place of business of the Company is located at Units 6601A and 6607-6608, Level 66, International Commerce Centre, 1 Austin Road West, Kowloon, Hong Kong.

• (c) The company secretary of the Company is Mr. Dong Qizhen, a solicitor qualified in Hong Kong.

• (d) The principal share registrar of the Company and transfer office is MUFG Fund Services (Bermuda) Limited, which is located at 26 Burnaby Street, Hamilton HM11, Bermuda.

• (e) The branch share registrar of the Company in Hong Kong is Tricor Tengis Limited situated at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong.

• (f) The English text of this circular shall prevail over the Chinese text for the purpose of interpretation.

11. DOCUMENTS AVAILABLE FOR INSPECTION

Copies of the following documents are available for inspection during normal business hours from 9:00 a.m. to 5:00 p.m., at the Company’s principal place of business in Hong Kong at Units 6601A and 6607-6608, Level 66, International Commerce Centre, 1 Austin Road West, Kowloon, Hong Kong for a period of 14 days (other than Saturdays, Sundays and public holidays) from the date of this circular:

• (a) the memorandum of association and bye-laws of the Company;

• (b) the material contracts referred to under the paragraph headed “Material Contracts” in this Appendix;

– 18 –

GENERAL INFORMATION

APPENDIX II

• (c) the annual reports of the Company for the year ended 31 March 2016 and 2017, and the nine months ended 31 December 2017 together with all notes, certificates or information required by the Companies Ordinance (Chapter 622 of the Laws of Hong Kong), as amended from time to time;

• (d) this circular;

• (e) a circular of the Company dated 25 May 2018; and

• (f) a circular of the Company dated 29 May 2018.

– 19 –