PegBio Co., Ltd. — Regulatory Filings 2017

Sep 27, 2017

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

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CMBC Capital Holdings Limited

(Incorporated in Bermuda with limited liability)

(Stock Code: 1141)

DISCLOSURE PURSUANT TO RULES 13.13 AND 13.15 OF THE LISTING RULES

ADVANCE TO AN ENTITY

On 27 September 2017, CMBC Securities, a direct wholly-owned subsidiary of the Company, has confirmed its agreement to grant the Margin Facility in the total maximum principal amount of HK$180 million to the Borrower.

LISTING RULES IMPLICATIONS

As the Margin Facility to the Borrower constitutes an advance to an entity under Rule 13.13 of the Listing Rules and exceeds 8% under the assets ratio as defined under Rule 14.07(1) of the Listing Rules, the grant of the Margin Facility to the Borrower is subject to the general disclosure obligation under Rule 13.15 of the Listing Rules.

CMBC Securities is a securities house and provides the financial assistance in its ordinary and usual course of business and upon normal commercial terms by way of securities margin financing in order to facilitate the acquisition of securities listed in Hong Kong pursuant to Rule 14.04(1)(e)(iii) of the Listing Rules. Accordingly, the grant of the Margin Facility by CMBC Securities does not constitute a notifiable transaction under Chapter 14 of the Listing Rules.

WAIVER FROM STRICT COMPLIANCE WITH RULE 13.15 OF THE LISTING RULES

The Company has applied to the Stock Exchange for and has been granted with a waiver from strict compliance with Rule 13.15 of the Listing Rules in respect of the disclosure of the identity of the Borrower and interest rate of the Margin Facility.

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ADVANCE TO AN ENTITY

On 27 September 2017, CMBC Securities, a direct wholly-owned subsidiary of the Company, has confirmed its agreement to grant the Margin Facility in the total maximum principal amount of HK$180 million to the Borrower.

Subject to terms and conditions as set out in the relevant client agreement, the Margin Facility shall be drawn by the Borrower after (i) CMBC Securities confirms its agreement to the grant of the Margin Facility and receives the commitment fee in full; and (ii) the Borrower has duly provided the security in relation to the Margin Facility. In line with the market practice, the Margin Facility does not have a fixed term and can be repaid by the Borrower in accordance with the relevant client agreement. The actual drawn amount of the Margin Facility carries interest at a rate up to 10% above the prime lending rate quoted by a leading licensed bank in Hong Kong. In addition, the Borrower shall also pay to CMBC Securities a commitment fee in the amount equal to 3% of the total amount of the Margin Facility.

The Margin Facility is secured by the charge of all the 1,963,402,060 Shares held by the Borrower, representing approximately 4.3% of the issued share capital of the Company as at the date hereof. The margin ratio of the Margin Facility shall not exceed 20% as at the time of the grant of the Margin Facility; whilst CMBC Securities has the right to call margin if such margin ratio exceeds 20% during the term of the Margin Facility.

INFORMATION OF THE BORROWER

To the best knowledge, information and belief of the Directors, the Borrower is a Hong Kong resident and a minority individual Shareholder, holding approximately 4.3% of total issued share capital of the Company as at the date of this announcement. The Borrower is the Group’s new customer.

To the best of the knowledge, information and belief of the Directors, having made all reasonable enquiries, the Borrower is an Independent Third Party.

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INFORMATION ON THE CREDIT RISK RELATING TO THE MARGIN FACILITY

The grant of the Margin Facility was made on the basis of CMBC Securities’ credit assessments made on, inter alia , that (1) the closing price of the collaterals as stated in the daily quotation sheets issued by the Stock Exchange on 25 September 2017, being approximately HK$1.43 billion (or approximately 8.0 times of the total amount of the Margin Facility to be granted); (2) the applicable margin ratio for the Margin Facility, which is in line with the prevailing market practice; and (3) the credit worthiness of the Borrower is acceptable to us. After taking into account these factors, the Company considers that the risks involved in the advance to the Borrower are relatively low.

LISTING RULES IMPLICATIONS

As the Margin Facility to the Borrower constitutes an advance to an entity under Rule 13.13 of the Listing Rules and exceeds 8% under the assets ratio as defined under Rule 14.07(1) of the Listing Rules, the grant of the Margin Facility to the Borrower is subject to the general disclosure obligation under Rule 13.15 of the Listing Rules.

CMBC Securities is a securities house and provides the financial assistance in its ordinary and usual course of business and upon normal commercial terms by way of securities margin financing in order to facilitate the acquisition of securities listed in Hong Kong pursuant to Rule 14.04(1)(e)(iii) of the Listing Rules. Accordingly, the grant of the Margin Facility by CMBC Securities does not constitute a notifiable transaction under Chapter 14 of the Listing Rules.

WAIVER FROM STRICT COMPLIANCE WITH RULE 13.15 OF THE LISTING RULES

The Company has applied to the Stock Exchange for and has been granted with a waiver from strict compliance with Rule 13.15 of the Listing Rules in respect of the identity of the Borrower and the disclosure of the interest rate of the Margin Facility.

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DEFINITIONS

In this announcement, unless the context otherwise requires, the following expressions shall have the following meaning:

“Board”	the board of Directors from time to time
“Borrower”	an individual minority Shareholder and a Hong Kong
	resident
“CMBC Securities”	CMBC Securities Company Limited (formerly known as
	Skyway Securities Investment Limited), a company
	incorporated in Hong Kong with limited liability and a
	corporation licensed to carry out type 1 (dealing in
	securities) and type 4 (advising on securities) regulated
	activities under the SFO and a direct wholly-owned
	subsidiary of the Company
“Company”	CMBC Capital Holdings Limited, a company incorporated
	in Bermuda with limited liability and the issued Shares of
	which are listed on the Main Board of the Stock Exchange
	(stock code: 1141)
“connected person”	has the meaning ascribed to it under the Listing Rules
“Directors”	directors of the Company from time to time
“Group”	the Company and its subsidiaries
“Hong Kong”	the Hong Kong Special Administrative Region of the
	People’s Republic of China
“Independent Third Party”	a person who is not a connected person of the Company
“Listing Rules”	the Rules Governing the Listing of Securities on the Stock
	Exchange
“Margin Facility”	the margin facility to be granted to the Borrower by CMBC
	Securities up to HK$180 million

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“SFO” the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) “Shares” ordinary shares of HK$0.01 each in the capital of the Company “Stock Exchange” The Stock Exchange of Hong Kong Limited “HK$” Hong Kong dollars, the lawful currency of Hong Kong “%” per cent.

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

Hong Kong, 27 September 2017

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

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