PegBio Co., Ltd. — Declaration of Voting Results & Voting Rights Announcements 2021

Jun 29, 2021

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)

(1) POLL RESULTS OF THE ANNUAL GENERAL MEETING HELD ON 29 JUNE 2021

AND

(2) CHANGE OF NON-EXECUTIVE DIRECTORS AND COMPOSITION OF BOARD COMMITTEES

The Board is pleased to announce that all the proposed ordinary resolutions as set out in the AGM Notice were duly passed by the Shareholders at the AGM held on Tuesday, 29 June 2021 by way of poll.

References are made to the notice of the annual general meeting (the “ AGM Notice ”) and the circular (the “ Circular ”) of CMBC Capital Holdings Limited (the “ Company ”) both dated 28 May 2021. Unless the context otherwise requires, terms used herein shall have the same meanings as defined in the Circular.

The board of directors (the “ Board ”) is pleased to announce that all the proposed ordinary resolutions as set out in the AGM Notice were duly passed by the Shareholders at the annual general meeting of the Company (the “ AGM ”) held on Tuesday, 29 June 2021 by way of poll.

Details of the poll results of the AGM are set out as follows:

		Number	of Votes
	Ordinary Resolutions(Note)	(Approximate %)
		For	Against
1.	To receive, consider and adopt the audited financial	31,047,192,013	12,491,494
	statements and the reports of the directors and auditor	(99.96%)	(0.04%)
	of the Company for the year ended 31 December 2020.

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	Ordinary Resolutions(Note)	Number of Votes(Approximate %)	Number of Votes(Approximate %)
		For	Against
2.	To declare a final dividend of HK0.33 cents perordinary share for the year ended 31 December 2020.	31,059,683,507(100.00%)	0(0.00%)
3.	To re-elect or elect (as the case may be) the followingdirectors of the Company:
	(a)Mr. Wu Bin as independent non-executivedirector;	31,010,154,274(99.84%)	49,529,234(0.16%)
	(b)Mr. Yang Kunpeng as non-executive director;	31,054,799,371(99.98%)	4,884,135(0.02%)
	(c)Mr. Li Wenshi as non-executive director;	31,054,799,371(99.98%)	4,884,135(0.02%)
	(d)to authorise the Board to fix the directors’remuneration.	31,050,123,006(99.97%)	9,560,500(0.03%)
4.	To re-appoint PricewaterhouseCoopers as the auditorof the Company and authorise the Board to fix itsremuneration;	31,059,683,506(100.00%)	0(0.00%)
5.	(a)To grant a general mandate to the directorsto allot, issue and deal with authorised andunissued shares in the capital of the Companynot exceeding 20% of the aggregate nominalamount of the issued share capital of theCompany as at the date of passing of thisresolution.	30,817,682,791(99.22%)	242,000,715(0.78%)
	(b)To grant a general mandate to the directors torepurchase shares of the Company not exceeding10% of the aggregate nominal amount of theissued share capital of the Company as at thedate of passing of this resolution.	31,054,799,406(99.98%)	4,884,100(0.02%)
	(c)To extend the general mandate granted to thedirectors to allot, issue and deal with authorisedand unissued shares in the capital of theCompany by the aggregate nominal amount ofshares repurchased by the Company.	30,832,912,791(99.27%)	226,770,715(0.73%)
As all the above resolutions were voted favourably by more than half of the votes attachingto the Shares entitled to vote and held by the Shareholders, present in person, by authorisedrepresentative or by proxy, at the AGM, these resolutions were duly passed as ordinaryresolutions.

As all the above resolutions were voted favourably by more than half of the votes attaching to the Shares entitled to vote and held by the Shareholders, present in person, by authorised representative or by proxy, at the AGM, these resolutions were duly passed as ordinary resolutions.

Note: The full text of the above ordinary resolutions is set out in the AGM Notice dated 28 May 2021.

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As at the date of the AGM, the total number of issued Shares was 47,576,157,729 Shares, which was the total number of Shares entitling the holders to attend and vote on all the ordinary resolutions at the AGM. There were no restrictions on the Shareholders to cast votes on any of the ordinary resolutions proposed at the AGM.

There were no Shares entitling the holders to attend and abstain from voting in favour of the ordinary resolutions at the AGM as set out in Rule 13.40 of the Listing Rules and no Shareholders were required to abstain from voting at the AGM under the Listing Rules. None of the Shareholders has stated their intention in the Circular to vote against or to abstain from voting on any of the resolutions at the AGM.

Tricor Tengis Limited, the Company’s branch share registrar in Hong Kong, acted as the scrutineer for the vote-taking at the AGM.

CHANGE OF NON-EXECUTIVE DIRECTORS AND COMPOSITION OF BOARD COMMITTEES

Retirement of directors

Mr. Liao Zhaohui (“ Mr. Liao ”) retired as a non-executive Director with effect from the conclusion of the AGM in order to devote more time to his other commitments. Accordingly, Mr. Liao ceased to be the chairman of the risk management and internal control committee of the Company (the “ Risk Management and Internal Control Committee ”) with effect from the conclusion of the AGM.

Mr. Ren Hailong (“ Mr. Ren ”) retired as a non-executive Director with effect from the conclusion of the AGM in order to devote more time to his other commitments. Accordingly, Mr. Ren ceased to be the member of each of the remuneration committee (the “ Remuneration Committee ”), the nomination committee (the “ Nomination Committee ”) and the strategic development committee (the “ Strategic Development Committee ”) of the Company with effect from the conclusion of the AGM.

Each of Mr. Liao and Mr. Ren has confirmed that he has no disagreement with the Board and there is no matter relating to his retirement that needs to be brought to the attention of the Shareholders. The Board would like to express its gratitude to Mr. Liao and Mr. Ren for their wise counsel and guidance during their tenure and wish them all the best.

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Appointment of directors

The Board is pleased to announce that each of Mr. Yang Kunpeng (“ Mr. Yang ”) and Mr. Li Wenshi (“ Mr. Li ”) was elected as a non-executive Director with immediate effect by the Shareholders at the AGM. Mr. Yang was also appointed as the chairman of the Risk Management and Internal Control Committee, and Mr. Li was appointed as a member of each of the Remuneration Committee, the Nomination Committee and the Strategic Development Committee.

The biography and other details of Mr. Yang and Mr. Li are set out in the Circular. Each of Mr. Yang and Mr. Li has confirmed that there are no other matters that need to be brought to the attention of the Shareholders.

The Board would like to extend its warmest welcome to Mr. Yang and Mr. Li.

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

Hong Kong, 29 June 2021

As at the date of this announcement, the executive Directors are Mr. Li Jinze, Mr. Ding Zhisuo and Mr. Ng Hoi Kam, the non-executive Directors are Mr. Yang Kunpeng and Mr. Li Wenshi, and the independent non-executive Directors are Mr. Lee, Cheuk Yin Dannis, Mr. Wu Bin and Mr. Wang Lihua.

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