CBK Holdings Limited — AGM Information 2021

Jul 7, 2021

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

CBK Holdings Limited 國茂控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 8428)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the ‘‘Meeting’’) of CBK Holdings Limited (the ‘‘Company’’) will be held at Room 1501, 15/F, Vanta Industrial Centre, 21–33 Tai Lin Pai Road, Kwai Chung, New Territories, Hong Kong on Friday, 23 July 2021 at 11:00 a.m. (or immediately after the conclusion of the AGM held at 10:00 a.m. on the same day) to consider and, if thought fit, approve, with or without modifications, the following resolutions as ordinary resolutions:

ORDINARY RESOLUTIONS

1. ‘‘THAT subject to and conditional upon: (i) the GEM Listing Committee of The Stock Exchange of Hong Kong Limited (the ‘‘Stock Exchange’’) granting approval for the listing of, and permission to deal in, the Consolidated Shares (as defined below) in issue; and (ii) the compliance with all relevant procedures and requirements under the laws of the Cayman Islands (where applicable) and GEM Listing Rules to effect the Share Consolidation, with effect from the second business day immediately following the day of passing of this resolution, being a day on which the Stock Exchange is open for dealings:

   • (i) every ten (10) issued and unissued ordinary shares of par value of HK$0.01 (the ‘‘Existing Shares’’) in the share capital of the Company be consolidated into one (1) ordinary share of par value of HK$0.10 each (the ‘‘Consolidated Shares’’), and such Consolidated Share(s) shall rank pari passu in all respects with each other and have the rights and privileges and be subject to the restrictions in respect of ordinary shares contained in the articles of association of the Company (the ‘‘Share Consolidation’’) so that following the Share Consolidation the authorised share capital of the Company will be: (i) in case ordinary resolution numbered 2 is passed, changed from HK$20,000,000 divided into 2,000,000,000 Existing Shares of par value of HK$0.01 each to HK$100,000,000 divided into 1,000,000,000 Consolidated Shares of par value of HK$0.10 each; or (ii) in case ordinary resolution numbered 2 is not passed, changed from HK$20,000,000 divided into 2,000,000,000 Existing Shares of par value of HK$0.01 each to HK$20,000,000 divided into 200,000,000 Consolidated Shares of par value of HK$0.10 each;

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• (ii) all fractional Consolidated Shares resulting from the Share Consolidation will be disregarded and will not be issued to holders of the same but all such fractional Consolidated Shares will be aggregated and, if possible, sold for the benefit of the Company in such manner and on such terms as the directors of the Company (the ‘‘Director(s)’’) may think fit; and

• (iii) the Directors be and are hereby authorised generally to approve, sign and execute such documents (including under common seal of the Company, where applicable) and do and/or procure to be done any and all acts, deeds and things which in his/ her opinion may be necessary, desirable or expedient to effect and implement this resolution.’’

1. ‘‘THAT:

   • (i) the authorised share capital of the Company be and is hereby increased from HK$20,000,000 divided into 2,000,000,000 Existing Shares to HK$100,000,000 divided into 10,000,000,000 Existing Shares so that following the Increase in Authorised Share Capital (as defined below), the authorised share capital of the Company will be changed from HK$20,000,000 divided into 2,000,000,000 Existing Shares of par value of HK$0.01 each to HK$100,000,000 divided into 10,000,000,000 Existing Shares of par value of HK$0.01 each (the ‘‘Increase in Authorised Share Capital’’);

   • (ii) the Directors be and are hereby authorised to take such actions, do all such acts and things and execute all such further documents or deeds (including under common seal of the Company, where applicable) as he/they may, in his/their absolute discretion, consider necessary, appropriate, desirable or expedient for the purpose of, or in connection with, the implementation of or giving effect to or the completion of any matters relating to the Increase in Authorised Share Capital.’’

2. ‘‘THAT:

   • (i) subject to and conditional upon the passing of the resolutions numbered 2, the Rights Issue (as defined below) and the transactions contemplated thereunder be and are hereby approved;

   • (ii) the allotment and issue of 2,160,000,000 new Existing Shares (or 216,000,000 new Consolidated Shares after the Share Consolidation becoming effective) (assuming no further issue and repurchase of shares of the Company up to the Record Date (as defined below)) (the ‘‘Rights Shares’’) pursuant to an offer by way of rights to the shareholders of the Company (the ‘‘Shareholders’’) at the subscription price of HK$0.017 per Rights Share (or HK$0.17 per Rights Share after the Share Consolidation becoming effective) (the ‘‘Subscription Price’’) on the basis of three (3) Rights Shares for every two (2) Existing Shares (or Consolidated Shares (as the case maybe)) held by the Shareholders (‘‘Eligible Shareholders’’) whose names appeared on the register of members of the Company on 5 August 2021, or such other date as may be determined by the Company for determining entitlements of Shareholders to participate in the Rights Issue (as defined below) (the ‘‘Record Date’’), save for the Shareholders whose addresses as of the Record Date are outside of Hong Kong (if any) to whom the Directors, based on legal opinions to

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be provided by the legal advisers to the Company, consider it necessary or expedient not to offer the Rights Shares on account either of the legal restrictions under the laws of the relevant place(s) of their registered address(es) or the requirements of the relevant regulatory body(ies) or stock exchange(s) in such place(s) (‘‘Ineligible Shareholders’’), and on and subject to such terms and conditions as may be determined by the Directors (the ‘‘Rights Issue’’), be and is hereby approved, confirmed and ratified;

• (iii) the placing agreement dated 23 June 2021 (the ‘‘Placing Agreement’’) and entered into between the Company and Grand China Securities Limited, in relation to the placing of the Rights Shares not subscribed by the Eligible Shareholders or holders of nil-paid rights and/or the Rights Share(s) which would otherwise has/have been provisionally allotted to the Ineligible Shareholder(s) in nil-paid form that has/have not been sold by the Company at the placing price of not less than the Subscription Price on a best effort basis, and the transactions contemplated thereunder be and are hereby approved, confirmed and ratified;

• (iv) the board of Directors or a committee thereof be and is hereby authorised to allot and issue the Rights Shares pursuant to or in connection with the Rights Issue notwithstanding that the same may be offered, allotted or issued otherwise than pro rata to the existing Shareholders and, in particular, the Directors may make such exclusions or other arrangements in relation to any Ineligible Shareholders, and to do all such acts and things or make such arrangements as it considers necessary, desirable or expedient to give effect to any or all other transactions contemplated in this resolution; and

• (v) any Director be and is hereby authorised to do all such acts, deeds and things, to sign and execute all such further documents or deeds and to take such steps as he/ she may in his/her absolute discretion consider necessary, appropriate, desirable or expedient to carry out or to give effect to or in connection with the Rights Issue, the Placing Agreement and the transactions contemplated thereunder.’’

For and on behalf of the Board CBK Holdings Limited Chow Yik Chairman and Executive Director

Hong Kong, 7 July 2021 Registered office: Head office and principal place Cricket Square, Hutchins Drive of business in Hong Kong: P.O. Box 2681 Room 1501, 15/F Grand Cayman KY1-1111 Vanta Industrial Centre Cayman Islands 21–33 Tai Lin Pai Road Kwai Chung New Territories Hong Kong

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Notes:

• (i) Any member of the Company (the ‘‘Member’’) entitled to attend and vote at the Meeting or its adjourned meeting (as the case may be) is entitled to appoint one or more proxies (if such member is the holder of two or more shares in the Company) to attend and, on a poll, vote on his/her/its behalf subject to the provisions of the articles of association of the Company. A proxy need not be a Member but must be present in person at the Meeting to represent the Member. If more than one proxy is so appointed, the appointment shall specify the number and class of shares in respect of which each such proxy is so appointed.

• (ii) Where there are joint holders of any share of the Company, any one of such joint holders may vote at the Meeting or its adjourned meeting, 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 in respect of the joint holding.

• (iii) A form of proxy for use at the Meeting or its adjourned meeting is enclosed.

• (iv) To be valid, the form of proxy, together with the power of attorney or other authority, if any, under which it is signed or a certified copy of such power or authority, must be deposited at the Company’s branch share registrar and transfer office in Hong Kong, Union Registrars Limited, at Suites 3301–04, 33/F., Two Chinachem Exchange Square, 338 King’s Road, North Point, Hong Kong not less than 48 hours before the time appointed for holding the Meeting or its adjourned meeting. Completion and return of the form of proxy will not preclude a Member from attending and voting in person at the Meeting or its adjourned meeting and in such event, the form of proxy shall be deemed to be revoked.

• (v) For determining Members’ entitlement to attend and vote at the Meeting, the register of Members will be closed from Monday, 19 July 2021 to Friday, 23 July 2021 (both days inclusive), during which period no transfer of shares of the Company will be effected. In order to qualify for attending and voting at the forthcoming Meeting, all transfer documents accompanied by the relevant share certificate must be lodged with the Company’s branch share registrar and transfer office in Hong Kong, Union Registrars Limited, at Suites 3301–04, 33/F., Two Chinachem Exchange Square, 338 King’s Road, North Point, Hong Kong for registration not later than 4:00 p.m. on Friday, 16 July 2021.

• (vi) The voting at the meeting or its adjourned meeting will be taken by poll.

As at the date of this notice, the Directors are:

Executive Directors

• Mr. Chow Yik (Chairman)

• Mr. Chan Lap Ping

• Mr. Tsui Wing Tak

• Independent Non-executive Directors

• Mr. Chan Hoi Kuen Matthew

• Mr. Law Yui Lun

• Mr. Lu Jun Bo

• Ms. Wong Syndia D

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This notice, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Rules Governing the Listing of Securities on the GEM of the Stock Exchange for the purpose of giving information with regard to the Company and its subsidiaries. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this notice 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 notice misleading.

This notice will remain on the ‘‘Latest Listed Company Information’’ page of the GEM website at www.hkgem.com for at least 7 days from the date of its publication and on the website of Company at www.cbk.com.hk.

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