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PegBio Co., Ltd. Proxy Solicitation & Information Statement 2025
50676_rns_2025-06-04_eea43308-121b-442e-b9db-747c6309d4a3.pdf
Proxy Solicitation & Information Statement
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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 your stockbroker or other registered dealer in securities, bank manager, solicitor, professional 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 and the accompanying form of proxy to the purchaser or the transferee, or to the stockbroker, other registered dealer in securities, the bank 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.
民銀資本控股有限公司
CMBC CAPITAL HOLDINGS LIMITED
(Incorporated in Bermuda with limited liability)
(Stock Code: 1141)
GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES, RE-ELECTION OF RETIRING DIRECTORS, CHANGE OF AUDITOR AND NOTICE OF ANNUAL GENERAL MEETING
A notice convening the annual general meeting of CMBC Capital Holdings Limited to be held at 45/F, One Exchange Square, 8 Connaught Place, Central, Hong Kong on Monday, 30 June 2025 at 10:00 a.m. is set out on pages 18 to 23 of this circular. Whether or not you are able to attend and vote at the annual general meeting, you are requested to read the notice and to complete and sign the accompanying form of proxy in accordance with the instructions printed thereon and return the same to the Company's branch share registrar in Hong Kong, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong as soon as possible and in any event not less than forty-eight (48) hours before the time appointed for holding the annual general meeting or any adjourned meeting thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the annual general meeting or any adjourned meeting thereof should you so wish and in such event, the form of proxy shall be deemed to be revoked.
5 June 2025
CONTENTS
Page
DEFINITIONS ... 1
LETTER FROM THE BOARD ... 4
APPENDIX I - EXPLANATORY STATEMENT ... 9
APPENDIX II - DETAILS OF THE DIRECTORS PROPOSED
FOR RE-ELECTION ... 14
AGM NOTICE ... 18
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DEFINITIONS
In this circular, the following expressions have the following meanings unless the context requires otherwise:
"AGM"
the annual general meeting of the Company to be held at 45/F, One Exchange Square, 8 Connaught Place, Central, Hong Kong on Monday, 30 June 2025 at 10:00 a.m. (or any adjourned meeting thereof) for the purpose of considering, if thought fit, approving the resolutions proposed in the AGM Notice
"AGM Notice"
the notice convening the AGM as set out on pages 18 to 23 of this circular
"Audit Committee"
the audit committee of the Board
"Board"
the board of Directors
"Bye-laws"
the bye-laws of the Company, as amended from time to time
"China Minsheng Bank"
China Minsheng Banking Corp., Ltd. (中國民生銀行股份有限公司), a joint stock limited company established in the PRC with limited liability, the H shares of which are listed on the Stock Exchange (stock code: 1988) and the A shares of which are listed on the Shanghai Stock Exchange (stock code: 600016)
"CMBC International Investment"
CMBC International Investment Limited, a company incorporated in the British Virgin Islands with limited liability and a controlling Shareholder of the Company
"CMBCI"
CMBC International Holdings Limited, a company incorporated in Hong Kong with limited liability and an indirect controlling Shareholder of the Company
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- 2 -
DEFINITIONS
"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(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 PRC
"Issue Mandate"
a general mandate proposed to be granted to the Directors at the AGM to allot, issue and deal with additional Shares (including any sale or transfer of treasury Shares) of up to 20% of the total number of issued Shares (excluding any treasury Shares) as at the date of passing of the relevant resolution approving the mandate
"KPMG"
KPMG, Certified Public Accountants, Hong Kong
"Latest Practicable Date"
30 May 2025, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained herein
"Listing Rules"
The Rules Governing the Listing of Securities on the Stock Exchange, as amended from time to time
"Nomination Committee"
the nomination committee of the Board
"PRC"
the People's Republic of China, and for the purpose of this circular only, excluding Hong Kong, the Macau Special Administrative Region of the PRC and Taiwan
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| DEFINITIONS | |
|---|---|
| "PwC" | PricewaterhouseCoopers, Certified Public Accountants, Hong Kong |
| "Remuneration Committee" | the remuneration committee of the Board |
| "Repurchase Mandate" | a general mandate proposed to be granted to the Directors at the AGM to repurchase Shares not exceeding 10% of the total number of issued Shares (excluding any treasury Shares) as at the date of passing of the relevant resolution approving the mandate |
| "Risk Management and Internal Control Committee" | the risk management and internal control committee of the Board |
| "SFC" | the Securities and Futures Commission in Hong Kong |
| "SFO" | the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) |
| "Share(s)" | share(s) of the Company |
| "Shareholder(s)" | holder(s) of the Share(s) |
| "Stock Exchange" | The Stock Exchange of Hong Kong Limited |
| "Strategic Development Committee" | the strategic development committee of the Board |
| "Takeovers Code" | The Codes on Takeovers and Mergers and Share Buy-backs issued by the SFC, as amended, supplemented and otherwise modified from time to time |
| "treasury shares" | has the meaning ascribed to it under the Listing Rules |
| "%" | per cent. |
LETTER FROM THE BOARD
民銀資本
CMBC CAPITAL HOLDINGS LIMITED
民銀資本控股有限公司
CMBC CAPITAL HOLDINGS LIMITED
(Incorporated in Bermuda with limited liability)
(Stock Code: 1141)
Executive Directors:
Mr. Li Baochen (Chairman)
Mr. Li Ming
Mr. Ng Hoi Kam
Non-executive Directors:
Ms. Wu Yuan
Mr. Xu Feng
Independent Non-executive Directors:
Mr. Lee, Cheuk Yin Dannis
Mr. Wu Bin
Mr. Wang Lihua
Registered Office:
Clarendon House
2 Church Street
Hamilton HM 11
Bermuda
Head Office and Principal Place
of Business in Hong Kong:
45/F, One Exchange Square
8 Connaught Place
Central
Hong Kong
5 June 2025
To the Shareholders
Dear Sir or Madam,
GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES, RE-ELECTION OF RETIRING DIRECTORS, CHANGE OF AUDITOR AND NOTICE OF ANNUAL GENERAL MEETING
1. INTRODUCTION
The purpose of this circular is to provide you with information in respect of the resolutions to be proposed at the AGM for the approval of (a) the granting to the Directors of the Issue Mandate; (b) the granting to the Directors of the Repurchase Mandate; (c) the extension of the Issue Mandate by adding to it the total number of Shares repurchased under the Repurchase Mandate; (d) the re-election of the retiring Directors; and (e) the change of the auditor of the Company.
LETTER FROM THE BOARD
2. GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES
At the annual general meeting of the Company held on 28 June 2024, general mandates were granted to the Directors to exercise the powers of the Company to repurchase Shares and to issue new Shares, respectively. Such mandates, to the extent not utilized, will lapse at the conclusion of the AGM.
Ordinary resolutions will be proposed at the AGM to approve:
(a) the granting of the Repurchase Mandate to the Directors to purchase Shares on the Stock Exchange or on another stock exchange recognised by the SFC and the Stock Exchange not exceeding 10% of the total number of issued Shares (excluding any treasury Shares) as at the date of passing such resolution (i.e. not exceeding 109,696,869 Shares on the basis that the total number of Shares in issue (excluding Shares repurchased by the Company but not yet cancelled) (i.e. 1,096,968,693 Shares) remains unchanged as at the date of the AGM);
(b) the granting of the Issue Mandate to the Directors to allot, issue or deal with additional Shares (including any sale or transfer of treasury Shares) not exceeding 20% of the total number of issued Shares (excluding any treasury Shares) as at the date of passing such resolution (i.e. not exceeding 219,393,738 Shares on the basis that the total number of Shares in issue (excluding Shares repurchased by the Company but not yet cancelled) (i.e. 1,096,968,693 Shares) remains unchanged as at the date of the AGM); and
(c) the extension of the Issue Mandate by the total number of Shares repurchased by the Company pursuant to and in accordance with the Repurchase Mandate.
The Repurchase Mandate and the Issue Mandate will continue to be in force until the conclusion of the next annual general meeting of the Company held after the AGM or any earlier date as referred to in the proposed ordinary resolutions nos. 6(A) and 6(B) of the AGM Notice as set out on pages 18 to 23 of this circular.
In accordance with the requirements of the Listing Rules, the Company is required to send to the Shareholders an explanatory statement containing all the information reasonably necessary to enable them to make an informed decision on whether to vote for or against the granting of the Repurchase Mandate. The explanatory statement as required by the Listing Rules in connection with the Repurchase Mandate is set out in Appendix I to this circular.
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LETTER FROM THE BOARD
3. CHANGE OF AUDITOR
Reference is made to the announcement of the Company dated 30 May 2025. PwC will retire as the auditor of the Company upon expiration of its current term of office at the conclusion of the AGM.
The Board has resolved, with the recommendation of the Audit Committee, to propose at the AGM a resolution to approve the appointment of KPMG with a term commencing from the date of conclusion of the AGM until the conclusion of the next annual general meeting of the Company, subject to the approval by the Shareholders at the AGM and the satisfactory completion of KPMG’s client acceptance procedures.
Since 25 October 2024, KPMG has been acting as the auditor of China Minsheng Bank, the controlling shareholder of the Company. The Board is of the view that the appointment of KPMG as the Company’s auditor can align the audit work of the Group and China Minsheng Bank and thereby enhance the efficiency of the audit services to be provided to the Group and its controlling shareholder. The Board has therefore resolved to change the auditor at the AGM.
An ordinary resolution will be proposed at the AGM to approve the appointment of KPMG as new auditor of the Company and to authorise the Board to fix the auditors’ remuneration.
4. RE-ELECTION OF RETIRING DIRECTORS
Ms. Wu Yuan (“Ms. Wu”) and Mr. Xu Feng (“Mr. Xu”), who have been appointed as non-executive Directors with effect from 31 December 2024 and 30 May 2025, respectively, shall hold office until the AGM pursuant to Bye-law 86(2) of the Bye-laws. Mr. Ng Hoi Kam (“Mr. Ng”), being an executive Director, and Mr. Wu Bin (“Mr. Wu”), being an independent non-executive Director, will retire by rotation at the AGM pursuant to Bye-law 87(1) of the Bye-laws. All of the abovenamed Directors, being eligible, will offer themselves for re-election at the AGM.
The re-election of the abovenamed Directors has been reviewed by the Nomination Committee. The Nomination Committee is of the view that the retiring Directors have extensive experience in different fields and professions that are relevant to the business of the Group. In addition, their respective background, experience and knowledge allow them to provide valuable and relevant insights and contribute to the diversity of the Board.
In particular, the Company considers that the retiring independent non-executive Director (i) is independent according to the independence guidelines set out in the Listing Rules; (ii) can devote sufficient time and attention to the Board and the Company’s affairs, given his good attendance record to meetings; and (iii) will continue to bring valuable business experience, knowledge and professionalism to the Board for its efficient and effective functioning and diversity. The Board is of the view that Mr. Wu’s academic background and finance expertise will contribute to the diversity of the Board.
LETTER FROM THE BOARD
Accordingly, the Nomination Committee has recommended them to the Board to stand for re-election at the AGM. The biographies and other details of Mr. Ng, Ms. Wu, Mr. Xu and Mr. Wu are set out in Appendix II to this circular.
5. CLOSURE OF REGISTER OF MEMBERS
The AGM is scheduled to be held on Monday, 30 June 2025. For determining the entitlement to attend and vote at the AGM, the register of members of the Company will be closed from Wednesday, 25 June 2025 to Monday, 30 June 2025, both days inclusive, during which period no transfer of Shares will be registered. In order to be eligible to attend and vote at the AGM, unregistered holders of Shares should ensure that all the share transfer documents accompanied by the relevant share certificates must be lodged with the Company's branch share registrar in Hong Kong, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong for registration no later than 4:30 p.m. on Tuesday, 24 June 2025.
6. THE AGM AND VOTING AT THE AGM
The AGM will be convened and held at 45/F, One Exchange Square, 8 Connaught Place, Central, Hong Kong on Monday, 30 June 2025 at 10:00 a.m. The AGM Notice is set out on pages 18 to 23 of this circular, which contains, inter alia, ordinary resolutions to approve (i) the granting to the Directors of the Issue Mandate; (ii) the granting to the Directors of the Repurchase Mandate; (iii) the extension of the Issue Mandate by adding to it the total number of Shares repurchased under the Repurchase Mandate; (iv) the re-election of the retiring Directors; and (v) the appointment of the auditor of the Company.
For the purpose of compliance with Rule 13.39(4) of the Listing Rules and the Bye-laws, resolutions to be put to the vote at the AGM shall be decided by way of poll. The poll results will be announced as soon as possible after the AGM in accordance with Rule 13.39(5) of the Listing Rules and published on the websites of the Stock Exchange (http://www.hkexnews.hk) and the Company (http://www.cmbccap.com).
LETTER FROM THE BOARD
7. ACTION TO BE TAKEN
A form of proxy for use at the AGM is also enclosed. Whether or not you are able to attend and vote at the AGM, you are requested to read the AGM Notice and to complete and sign the accompanying form of proxy in accordance with the instructions printed thereon and return the same to the Company's branch share registrar in Hong Kong, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong as soon as possible and in any event not less than forty-eight (48) hours before the time appointed for holding the AGM or any adjourned meeting thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the AGM or any adjourned meeting thereof should you so wish and in such event, the form of proxy shall be deemed to be revoked.
8. RECOMMENDATION
The Directors consider that the proposed resolutions referred to in this circular are in the best interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend the Shareholders to vote in favour of all the resolutions to be proposed at the AGM.
9. 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.
10. ADDITIONAL INFORMATION
Your attention is also drawn to the additional information set out in the Appendices to this circular.
Yours faithfully,
For and on behalf of the Board
CMBC Capital Holdings Limited
Li Baochen
Chairman
APPENDIX I
EXPLANATORY STATEMENT
The following is an explanatory statement required by the Listing Rules to be sent to the Shareholders to enable them to make an informed decision on whether to vote for or against the ordinary resolution to be proposed at the AGM in relation to the granting of the Repurchase Mandate.
- SHARE CAPITAL
As at the Latest Practicable Date, the total number of issued Shares was 1,099,255,693 and the total number of Shares repurchased by the Company but not yet cancelled was 2,287,000. Subject to the passing of the ordinary resolution granting the Repurchase Mandate and on the basis that no further Shares are issued or repurchased from the Latest Practicable Date up to the date of the AGM, the Company will be allowed under the Repurchase Mandate to repurchase a maximum of 109,696,869 Shares, representing 10% of the total number of Shares in issue of the Company (excluding any treasury Shares) as at the date of the AGM.
- SOURCE OF FUNDS
In repurchasing Shares, the Company may only apply funds legally available for the purpose in accordance with the Company's constitutional documents and the laws of the jurisdiction in which the Company is incorporated or otherwise established. Laws of Bermuda provide that funds used for a share repurchase may only be paid out of the capital paid up on the relevant Shares, or the funds of the Company that would otherwise be available for dividend or distribution, or the proceeds of a fresh issue of Shares made for the purpose. The amount of premium, if any, payable on a repurchase may only be paid out of either the funds of the Company that would otherwise be available for dividend or distribution or out of the share premium account of the Company before the Shares are repurchased.
- REASONS FOR REPURCHASES
The Directors believe that it is in the best interests of the Company and the Shareholders as a whole to seek a general authority from the Shareholders to enable the Company to repurchase its Shares. Such repurchases may, depending on the market conditions, and funding arrangements at the time, lead to an enhancement of the net asset value of the Company and/or earnings per Share and will only be made when the Directors believe that such a repurchase will benefit the Company and the Shareholders as a whole.
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APPENDIX I
EXPLANATORY STATEMENT
4. IMPACT OF REPURCHASES
There might be an adverse impact on the working capital or gearing position of the Company (as compared with the position disclosed in the consolidated financial position of the Company as at 31 December 2024, being the date of the latest published audited financial statements of the Company) in the event that the Repurchase Mandate were to be carried out in full. The Directors do not propose to exercise the Repurchase Mandate to such an extent as would, in the circumstances, have a material adverse effect on the working capital or gearing levels of the Company which, in the opinion of the Directors, are from time to time appropriate for the Company.
5. SHARES PRICES
The highest and lowest prices at which the Shares have been traded on the Stock Exchange during each of the last twelve months before and up to and including the Latest Practicable Date were as follows:
| Month | Highest HK$ | Lowest HK$ |
|---|---|---|
| 2024 | ||
| May | 0.260 | 0.226 |
| June | 0.245 | 0.158 |
| July | 0.240 | 0.198 |
| August | 0.217 | 0.172 |
| September | 0.375 | 0.193 |
| October | 0.800 | 0.350 |
| November | 0.530 | 0.380 |
| December | 0.580 | 0.415 |
| 2025 | ||
| January | 0.520 | 0.400 |
| February | 0.470 | 0.398 |
| March | 0.465 | 0.290 |
| April | 0.330 | 0.231 |
| May (up to the Latest Practicable Date) | 0.305 | 0.265 |
APPENDIX I
EXPLANATORY STATEMENT
6. EFFECT OF THE TAKEOVERS CODE
If, on the exercise of the power to repurchase Shares pursuant to the Repurchase Mandate, a Shareholder’s proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purposes of the Takeovers Code. In certain circumstances, a Shareholder, or group of Shareholders acting in concert, depending on the level of increase of the Shareholders’ interest, could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code for all the Shares not already owned by such Shareholder or group of Shareholders.
As at the Latest Practicable Date, CMBCI was deemed to be interested in 760,588,477 Shares, representing approximately 69.19% of the total number of issued Shares. 2,422,000 and 758,166,477 of these Shares were held directly by CMBCI itself and indirectly through CMBC International Investment, a wholly owned subsidiary of CMBCI. Based on such shareholding and in the event that the Directors exercise the power in full to repurchase Shares pursuant to the Repurchase Mandate, the interest of CMBCI in the Company will be increased to approximately 76.86% of the total number of issued Shares. No obligation to make a mandatory offer to Shareholders under the Takeovers Code would arise.
The Directors are not aware of any other consequences, which will arise under the Takeovers Code as a result of any repurchases to be made under the Repurchase Mandate.
The Listing Rules prohibit a company from making repurchases on the Stock Exchange if the result of the repurchases would be that less than 25% (or such other prescribed minimum percentage as determined by the Stock Exchange) of the company’s total number of issued shares would be in public hands. The Directors do not intend to repurchase Shares which would result in less than the prescribed minimum percentage of Shares be held in public hands.
7. DIRECTORS, THEIR CLOSE ASSOCIATES AND CORE CONNECTED PERSONS
To the best of the knowledge of the Directors, having made all reasonable enquiries, none of the Directors nor any of their respective close associates (as defined in the Listing Rules) has any present intention to sell any Shares to the Company in the event that the Repurchase Mandate is approved by the Shareholders.
APPENDIX I
EXPLANATORY STATEMENT
The Company has not been notified by any of its core connected persons (as defined in the Listing Rules) that they have a present intention to sell any Shares to the Company, or that they have undertaken not to sell any Shares held by them to the Company in the event that the granting of the Repurchase Mandate is approved by the Shareholders.
8. GENERAL
The Directors will exercise the power of the Company to make repurchases of the Shares pursuant to the Repurchase Mandate in accordance with the Listing Rules and the applicable laws of Bermuda.
The Company may cancel such repurchased Shares or hold them as treasury Shares for subsequent sale or transfer (subject to the relevant Listing Rules relating to treasury Shares, all applicable laws and regulations and the Company's constitutional documents), subject to market conditions and the Group's capital management needs at the relevant time of the repurchases.
For any treasury Shares deposited with Central Clearing and Settlement System ("CCASS") pending resale on the Stock Exchange, the Company shall (i) procure its broker not to give any instructions to Hong Kong Securities Clearing Company Limited to vote at general meetings of the Company for the treasury Shares deposited with CCASS; and (ii) in the case of dividends or distributions, withdraw the treasury Shares from CCASS, and either re-register them in its own name as treasury Shares or cancel them, in each case before the record date for the dividends or distributions, or take any other measures to ensure that it will not exercise any shareholders' rights or receive any entitlements which would otherwise be suspended under the applicable laws if those Shares were registered in its own name as treasury Shares.
The Directors confirm that neither this explanatory statement nor the proposed share repurchase has unusual features.
APPENDIX I
EXPLANATORY STATEMENT
9. REPURCHASES OF SHARES MADE BY THE COMPANY
The Company repurchased 2,287,000 Shares on the Stock Exchange in the previous six months (up to the Latest Practicable Date), with details as follows:
| Repurchase Date | No. of Shares | Purchase Price | |
|---|---|---|---|
| Highest HK$ | Lowest HK$ | ||
| 2 April 2025 | 1,026,000 | 0.3300 | 0.3000 |
| 7 April 2025 | 263,000 | 0.2500 | 0.2350 |
| 8 April 2025 | 207,000 | 0.2500 | 0.2350 |
| 9 April 2025 | 130,000 | 0.2800 | 0.2550 |
| 10 April 2025 | 14,000 | 0.2900 | 0.2700 |
| 16 April 2025 | 30,000 | 0.2900 | 0.2900 |
| 17 April 2025 | 29,000 | 0.2900 | 0.2850 |
| 24 April 2025 | 40,000 | 0.2900 | 0.2800 |
| 25 April 2025 | 40,000 | 0.2950 | 0.2800 |
| 30 April 2025 | 47,000 | 0.2900 | 0.2850 |
| 6 May 2025 | 136,000 | 0.2950 | 0.2850 |
| 12 May 2025 | 127,000 | 0.3050 | 0.2900 |
| 15 May 2025 | 53,000 | 0.3000 | 0.2900 |
| 26 May 2025 | 130,000 | 0.2950 | 0.2800 |
| 28 May 2025 | 10,000 | 0.2900 | 0.2900 |
| 29 May 2025 | 5,000 | 0.2950 | 0.2900 |
Save as disclosed, the Company has not repurchased any Shares (whether on the Stock Exchange or otherwise) during the six months preceding the Latest Practicable Date.
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APPENDIX II
DETAILS OF THE DIRECTORS PROPOSED FOR
RE-ELECTION
The following are the details of the Directors proposed to be re-elected at the AGM:
Mr. Ng Hoi Kam, aged 51, joined the Company as the deputy general manager in September 2017 and was appointed as an executive Director on 26 October 2017. Mr. Ng is also a member of each of the Executive Committee and the Strategic Development Committee of the Company. Mr. Ng has over 20 years of experience in the investment banking and financial industry focusing on the areas of initial public offerings, mergers and acquisitions, corporate restructuring and other financial advisory services to listed companies and listing applicants in Hong Kong. He led and completed a number of capital markets deals in various sectors including healthcare, technology, utilities and financial, as well as large-scale and complicated merger and acquisition deals including those involving state-owned enterprises of the PRC. Mr. Ng served as the managing director of corporate finance in Haitong International Capital Limited before joining the Group. From July 1997 to December 2000, he worked in Arthur Anderson & Co (now known as PricewaterhouseCoopers). Mr. Ng is a member of the Hong Kong Institute of Certified Public Accountants. He received his Master of Economics from the University of Hong Kong and Bachelor of Business Administration from the Chinese University of Hong Kong.
Mr. Ng is a Responsible Officer and a director of each of CMBC International Capital Limited and CMBC Securities Company Limited, both of which are direct wholly-owned subsidiaries of the Company. CMBC International Capital Limited is licensed by the SFC to carry out type 1 (dealing in securities) and type 6 (advising on corporate finance) regulated activities, and CMBC Securities Company Limited is licensed by the SFC to carry out type 1 (dealing in securities) and type 4 (advising on securities).
Pursuant to the service agreement entered into between the Company and Mr. Ng, Mr. Ng's term of office may be terminated with three (3) months' notice in writing served by either party. The directorship of Mr. Ng is subject to retirement by rotation and re-election at annual general meetings of the Company pursuant to the Bye-laws. Mr. Ng receives remuneration from CMBCI for his service to the group headed by CMBCI of which the Company is a member. Accordingly, Mr. Ng does not receive any remuneration for acting in the above-mentioned positions of the Company.
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APPENDIX II
DETAILS OF THE DIRECTORS PROPOSED FOR
RE-ELECTION
Save as disclosed above, as at the Latest Practicable Date, Mr. Ng (i) did not have any relationship with any Directors, senior management, or substantial or controlling Shareholders of the Company; (ii) did not have any interest in the Shares within the meaning of Part XV of the SFO; and (iii) did not hold any other directorships in the last three years in public companies, the securities of which are listed on any securities market in Hong Kong or overseas.
Save as disclosed above, Mr. Ng has confirmed that there is no other information which is required to be disclosed pursuant to the requirements of Rule 13.51(2) of the Listing Rules nor are there other matters that need to be brought to the attention of the Shareholders.
Ms. Wu Yuan, aged 40, was appointed as a non-executive Director on 31 December 2024. She is also a member of the Remuneration Committee, Nomination Committee and Strategic Development Committee. Ms. Wu is currently the deputy general manager of the development planning department of China Minsheng Bank. Ms. Wu has over 17 years of experience in the financial industry. Ms. Wu has joined China Minsheng Bank since May 2013. From May 2015 to February 2018, Ms. Wu successively served as deputy general manager and general manager of the private wealth management department of the Shanghai Free Trade Zone branch, as well as general manager of the investment banking department of the Shanghai Free Trade Zone branch. She subsequently worked at the organizational transformation center of the development planning department at the head office of the bank from March 2018 to August 2024, with her last position being director. In September 2024, Ms. Wu was promoted to her current position.
Ms. Wu obtained a bachelor's degree in economics from Peking University in the PRC, and a master's degree in international affairs from Columbia University in the United States.
Pursuant to the letter of appointment issued by the Company to Ms. Wu, Ms. Wu's term of office is three years from 31 December 2024, unless terminated with three months' notice in writing served by either party. The directorship of Ms. Wu is subject to retirement by rotation and re-election at annual general meetings of the Company pursuant to the Bye-laws. Ms. Wu will not receive any remuneration from the Company.
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APPENDIX II
DETAILS OF THE DIRECTORS PROPOSED FOR
RE-ELECTION
Save as disclosed above, as at the Latest Practicable Date, Ms. Wu (i) did not have any relationship with any Directors, senior management, or substantial or controlling Shareholders of the Company; (ii) did not have any interest in the Shares within the meaning of Part XV of the SFO; and (iii) did not hold any other directorships in the last three years in public companies, the securities of which are listed on any securities market in Hong Kong or overseas.
Save as disclosed above, Ms. Wu has confirmed that there is no other information which is required to be disclosed pursuant to the requirements of Rule 13.51(2) of the Listing Rules nor are there other matters that need to be brought to the attention of the Shareholders.
Mr. Xu Feng, aged 46, was appointed as a non-executive Director on 30 May 2025. He is also the Chairman of the Risk Management and Internal Control Committee. Mr. Xu is currently the general manager of the Strategic Client Department of China Minsheng Bank. Mr. Xu has 20 years of experience in the banking industry. Since 2010, Mr. Xu has held various positions in the Risk Management Department and the Supply Chain Financial Services Department of the head office, the Qingdao Branch, the Development Planning Department and the Transaction Banking Department of the head office of China Minsheng Bank. Mr. Xu holds a doctorate degree in economics from the Graduate School of Ministry of Finance of the PRC.
Pursuant to the letter of appointment issued by the Company to Mr. Xu, Mr. Xu's term of office is three years from 30 May 2025, unless terminated with three months' notice in writing served by either party. The directorship of Mr. Xu is subject to retirement by rotation and re-election at annual general meetings of the Company pursuant to the Bye-laws. Mr. Xu will not receive any remuneration from the Company.
Save as disclosed above, as at the Latest Practicable Date, Mr. Xu (i) did not have any relationship with any Directors, senior management, or substantial or controlling Shareholders of the Company; (ii) did not have any interest in the Shares within the meaning of Part XV of the SFO; and (iii) did not hold any other directorships in the last three years in public companies, the securities of which are listed on any securities market in Hong Kong or overseas.
Save as disclosed above, Mr. Xu has confirmed that there is no other information which is required to be disclosed pursuant to the requirements of Rule 13.51(2) of the Listing Rules nor are there other matters that need to be brought to the attention of the Shareholders.
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APPENDIX II
DETAILS OF THE DIRECTORS PROPOSED FOR
RE-ELECTION
Mr. Wu Bin, aged 52, was appointed as an independent non-executive Director on 7 June 2017. Mr. Wu is also the chairman of each of the Nomination Committee and the Remuneration Committee and a member of each of the Strategic Development Committee and the Audit Committee. Mr. Wu is the current president and partner of Zhongping Capital and an equity investment and insurance private equity evaluation expert at Insurance Asset Management Association of China. Mr. Wu holds a doctor's degree in Economics from Fudan University. From September 1998 to February 2014, Mr. Wu served as the deputy general manager of Haitong Securities Co. Ltd. (the shares of which listed on the Shanghai Stock Exchange (Stock Code: 600837.SH) and the Stock Exchange (Stock Code: 6837), the chairman of Haitong UniTrust International Leasing Corporation, the chairman of Haitong Asset Management Corporation and the director of Haitong International Finance Holdings Limited. He also successively served as the vice president of Shanghai Media Group (SMG), the vice chairman of Shanghai Oriental Pearl Group Co., Ltd., the chairman of Shanghai Media Development Corporation, the chairman of Shanghai EPIC Music, and a director of Shanghai Shendi (Group) Co., Ltd. (Shanghai Disney Holdings Limited). Mr. Wu was named as the Shanghai Financial Industry Leader, and was the former vice chairman of compliance committee of Securities Association of China, a member of asset management committee of Securities Association of China and an expert consultant of China Securities Investor Protection Fund.
Pursuant to the letter of appointment issued by the Company to Mr. Wu, Mr. Wu's term of office may be terminated with three months' notice in writing served by either party. The directorship of Mr. Wu will be subject to retirement by rotation and re-election at annual general meetings of the Company pursuant to the Bye-laws. Mr. Wu is entitled to receive a director's remuneration of HK$300,000 per annum with discretionary bonus which has been approved by the Remuneration Committee based on his qualifications, experience, level of responsibilities undertaken, contribution to the Company and market conditions.
Save as disclosed above, as at the Latest Practicable Date, Mr. Wu (i) did not have any relationship with any Directors, senior management, or substantial or controlling Shareholders of the Company; (ii) did not have any interest in the Shares within the meaning of Part XV of the SFO; and (iii) did not hold any other directorships in the last three years in public companies, the securities of which are listed on any securities market in Hong Kong or overseas.
Mr. Wu has confirmed that he meets the independence criteria as set out in Rule 3.13 of the Listing Rules. Save as disclosed above, Mr. Wu has confirmed that there is no other information which is required to be disclosed pursuant to the requirements of Rule 13.51(2) of the Listing Rules nor are there other matters that need to be brought to the attention of the Shareholders.
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AGM NOTICE
民銀資本控股有限公司
CMBC CAPITAL HOLDINGS LIMITED
(Incorporated in Bermuda with limited liability)
(Stock Code: 1141)
NOTICE OF ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN that an annual general meeting (the "AGM") of CMBC Capital Holdings Limited (the "Company") will be held at 45/F, One Exchange Square, 8 Connaught Place, Central, Hong Kong, on Monday, 30 June 2025 at 10:00 a.m. (or the adjournment thereof) for the following purposes:
AS ORDINARY RESOLUTIONS
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To receive, consider and adopt the audited consolidated financial statements and the reports of the directors and auditor of the Company for the year ended 31 December 2024.
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To re-elect the following directors of the Company:
(a) Mr. Ng Hoi Kam as executive director;
(b) Ms. Wu Yuan as non-executive director;
(c) Mr. Xu Feng as non-executive director; and
(d) Mr. Wu Bin as independent non-executive director.
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To authorise the board of directors of the Company (the "Board") to appoint additional directors as and when the Board considers necessary.
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To authorise the Board to fix the respective directors' remuneration.
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To appoint KPMG as the auditor of the Company and authorise the Board to fix its remuneration.
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AGM NOTICE
- As special business, to consider and, if thought fit, pass, with or without amendments, the following resolutions as ordinary resolutions of the Company:
(A) "THAT:
(a) subject to paragraph (c) of this resolution, the exercise by the directors of the Company (the "Director(s)") during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue and otherwise deal with additional shares of the Company (the "Shares") (including any sale or transfer of treasury shares (which shall have the meaning ascribed to it under the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Stock Exchange")) or securities convertible into Shares, or options, warrants or similar rights to subscribe for any Shares, and to make or grant offers, agreements and options which would or might require the exercise of such powers be and is hereby generally and unconditionally approved;
(b) the approval in paragraph (a) of this resolution shall authorise the Directors to make or grant offers, agreements and options (including bonds, warrants, debentures, notes and any securities carrying rights to subscribe for or convert or exercise into Shares) during the Relevant Period which would or might require the exercise of such powers after the end of the Relevant Period;
(c) the total number of Shares allotted or agreed conditionally or unconditionally to be allotted by the Directors pursuant to the approval in paragraph (a) of this resolution, otherwise than pursuant to:
(i) a Rights Issue (as hereinafter defined);
(ii) the exercise of options under a share option scheme of the Company;
(iii) the exercise of rights of subscription or conversion under the terms of any securities issued by the Company which are convertible or exercisable into Shares; or
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AGM NOTICE
(iv) any script dividend scheme or similar arrangement providing for the allotment of Shares in lieu of the whole or part of a dividend on the Shares in accordance with the bye-laws of the Company (the “Bye-laws”), from time to time,
shall not exceed 20% of the total number of issued Shares (excluding any treasury Shares) as at the date of passing this resolution and the said approval shall be limited accordingly; and if any subsequent consolidation or subdivision of Shares is conducted, the maximum number of Shares that may be issued under the mandate in paragraph (a) of this resolution as a percentage of the total number of issued Shares at the date immediately before and after such consolidation or subdivision shall be the same; and
(d) for the purpose of this resolution:
“Relevant Period” means the period from the passing of this resolution until whichever is the earliest of:
(i) the conclusion of the next annual general meeting of the Company;
(ii) the revocation or variation of the authority given under this resolution by an ordinary resolution passed by the Company’s shareholders (the “Shareholders”) in general meetings; and
(iii) the expiration of the period within which the next annual general meeting of the Company is required by the Bye-laws or any applicable laws to be held; and
“Rights Issue” means an offer of Shares open for a period fixed by the Directors to the holders of Shares or any class thereof on the register of members of the Company on a fixed record date in proportion to their then holdings of such Shares or class thereof (subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of any relevant jurisdiction or the requirements of any recognised regulatory body or any stock exchange).”
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AGM NOTICE
(B) "THAT:
(a) subject to paragraph (b) of this resolution, the exercise by the Directors, during the Relevant Period (as hereinafter defined), of all the powers of the Company to repurchase its Shares on the Stock Exchange or on any other stock exchange on which its Shares may be listed and is recognised by the Securities and Futures Commission of Hong Kong and the Stock Exchange, subject to and in accordance with the applicable laws, be and is hereby generally and unconditionally approved;
(b) the total number of Shares to be repurchased pursuant to the approval in paragraph (a) of this resolution shall not exceed 10% of the total number of issued Shares (excluding any treasury Shares) as at the date of passing of this resolution and the said approval shall be limited accordingly; and if any subsequent consolidation or subdivision of Shares is conducted, the maximum number of Shares that may be repurchased under the mandate in paragraph (a) of this resolution as a percentage of the total number of issued Shares at the date immediately before and after such consolidation or subdivision shall be the same; and
(c) for the purpose of this resolution:
"Relevant Period" means the period from the passing of this resolution until whichever is the earliest of:
(i) the conclusion of the next annual general meeting of the Company;
(ii) the revocation or variation of the authority given under this resolution by an ordinary resolution passed by the Shareholders in general meetings; and
(iii) the expiration of the period within which the next annual general meeting of the Company is required by the Byelaws or any applicable laws to be held."
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AGM NOTICE
(C) “THAT conditional upon the passing of the resolutions numbered 6(A) and 6(B) as set out in the notice convening this meeting (the “Notice”), the general mandate referred to in the resolution numbered 6(A) of the Notice be and is hereby extended by the addition to the total number of Shares which may be allotted and issued or agreed conditionally or unconditionally to be allotted and issued by the Directors, pursuant to such general mandate of the total number of Shares repurchased by the Company pursuant to the general mandate referred to in the resolution numbered 6(B) of the Notice, provided that such number shall not exceed 10% of the total number of Shares in issue (excluding any treasury Shares) as at the date of passing this resolution.”
By Order of the Board
CMBC Capital Holdings Limited
Li Baochen
Chairman
Hong Kong, 5 June 2025
Notes:
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Any member of the Company entitled to attend and vote at a meeting of the Company is entitled to appoint another person as his/her proxy to attend and vote instead of him/her. A member of the Company who is the holder of two or more Shares may appoint more than one proxy to represent him/her and vote on his/her behalf at a general meeting of the Company or at a class meeting. A proxy needs not be a member of the Company. In addition, a proxy or proxies representing either a member of the Company who is an individual or a member of the Company which is a corporation is entitled to exercise the same powers on behalf of the member of the Company which he/she or they represent as such member of the Company could exercise.
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The instrument appointing a proxy shall be in writing under the hand of the appointor or of his/her attorney duly authorised in writing or, if the appointor is a corporation, either under its seal or under the hand of an officer, attorney or other person authorised to sign the same. In the case of an instrument of proxy purporting to be signed on behalf of a corporation by an officer thereof it shall be assumed, unless the contrary appears, that such officer was duly authorised to sign such instrument of proxy on behalf of the corporation without further evidence of the fact.
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For determining the entitlement to attend and vote at the AGM, the register of members of the Company will be closed from Wednesday, 25 June 2025 to Monday, 30 June 2025, both days inclusive, during which period no transfer of Shares will be registered. In order to be eligible to attend and vote at the AGM, unregistered holders of Shares should ensure that all the share transfer documents accompanied by the relevant share certificates must be lodged with the Company's branch share registrar in Hong Kong, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong for registration no later than 4:30 p.m. on Tuesday, 24 June 2025.
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AGM NOTICE
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The instrument appointing a proxy and (if required by the Board) the power of attorney or other authority (if any) under which it is signed, or a certified copy of such power or authority, shall be delivered to the Company's branch share registrar in Hong Kong, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong as soon as possible and in any event not less than forty-eight (48) hours before the time appointed for holding the AGM or adjourned meeting thereof at which the person named in the instrument proposes to vote, and in default the instrument of proxy shall not be treated as valid.
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Delivery of an instrument appointing a proxy shall not preclude a member of the Company from attending and voting in person at the meeting convened and in such event, the instrument appointing a proxy shall be deemed to be revoked.
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Where there are joint holders of any Share, any one of such joint holders may vote, either in person or by proxy, in respect of such Share as if he/she were solely entitled thereto, but if more than one of such joint holders be present at any meeting the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders, and for this purpose seniority shall be determined by the order in which the names stand in the register of members of the Company in respect of the joint holding.
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An explanatory statement containing further details regarding the resolution numbered 6(B) above is set out in Appendix I to this circular.
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