CBK Holdings Limited — Capital/Financing Update 2021

Sep 3, 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 the 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.

CBK Holdings Limited 國 茂 控 股 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 8428)

RESULTS OF THE RIGHTS ISSUE ON THE BASIS OF THREE (3) RIGHTS SHARES FOR EVERY TWO (2) SHARES HELD ON THE RECORD DATE

Reference is made to the prospectus (the “ Prospectus ”) of CBK Holdings Limited (the “ Company ”) dated 6 August 2021 and the announcement of the Company dated 25 August 2021 (the “ Announcement ”), in relation to, among other things, the Rights Issue and the Placing. Unless otherwise defined, capitalised terms used herein shall have the same meanings as those defined in the Prospectus.

RESULTS OF THE RIGHTS ISSUE AND THE COMPENSATORY ARRANGEMENTS

As disclosed in the Announcement, as at 4:00 p.m. on Friday, 20 August 2021, being the Latest Time for Acceptance, the Company had received three (3) valid acceptances for a total of 30,964,321 Rights Shares provisionally allotted under the Rights Issue (representing approximately 14.34% of the total number of Rights Shares offered under the Rights Issue). The size of the Rights Issue was reduced as there were 5 fractional Rights Shares arisen from the Rights Issue, which were unsold and therefore not issued by the Company. As at the Record Date, there was no Ineligible Shareholder and therefore there was no IS Unsold Rights Share. Accordingly, the Rights Issue was approximately 14.34% subscribed, and the remaining 185,035,674 Unsubscribed Rights Shares (representing approximately 85.66% of the total number of Rights Shares offered under the Rights Issue), were subject to the Compensatory Arrangements.

The Board wishes to announce that, as at 4:00 p.m. on Monday, 30 August 2021, being the latest time of placing of the Unsubscribed Rights Shares by the Placing Agent, all the 185,035,674 Unsubscribed Rights Shares were successfully placed at the price of HK$0.17 per Share, which is equal to the Subscription Price, under the Placing. Therefore, there is no Net Gain available to be distributed to the No Action Shareholders under the Compensatory Arrangements.

Based on the acceptance results of the Rights Issue and the placing results of the Compensatory Arrangements, the Rights Shares to be allotted and issued amounted to 215,999,995 Rights Shares, representing 100% of the total number of Rights Shares offered for subscription under the Rights Issue.

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To the best of the Directors’ knowledge, information and belief after having made all reasonable enquiries, (i) each of the placees and where appropriate, their respective ultimate beneficial owner(s), is independent of and not connected with the Company and its connected persons and not a connected person of the Company; and (ii) none of the placees has become a substantial shareholder of the Company (as defined under the GEM Listing Rules) upon completion of the Placing.

As all the conditions with respect to the Rights Issue as set out in the Prospectus have been fulfilled, the Rights Issue became unconditional at 4:00 p.m. on Tuesday, 31 August 2021.

Accordingly, the gross proceeds raised from the Rights Issue (including the Compensatory Arrangements) were approximately HK$36.72 million and the net proceeds (after deducting all relevant expenses) from the Rights Issue were approximately HK$34.51 million. The Company intends to apply the net proceeds from the Rights Issue as to (i) as to approximately HK$30.91 million for expansion of existing food and beverage business; and (ii) as to approximately HK$3.60 million for general working capital of the Group, as disclosed in the Prospectus.

EFFECT OF THE RIGHTS ISSUE ON THE SHAREHOLDING STRUCTURE OF THE COMPANY

To the best of the Directors’ knowledge, information and belief after having made all reasonable enquiries, set out below is the shareholding structure of the Company immediately before and after the completion of the Rights Issue:

Sure WonderThe PlaceesOther public ShareholdersTotal	Immediately before completion of theRights IssueNumber of sharesApproximate (%)39,320,64027.31––104,679,36072.69144,000,000100.00	Immediately after completionof the Rights IssueNumber of sharesApproximate (%)44,841,22212.45185,035,67451.40130,123,09936.15359,999,995100.00	Immediately after completionof the Rights IssueNumber of sharesApproximate (%)44,841,22212.45185,035,67451.40130,123,09936.15359,999,995100.00
			100.00

DESPATCH OF SHARE CERTIFICATES FOR RIGHTS SHARES

Share certificates for all fully-paid Rights Shares are expected to be posted to those entitled thereto by ordinary post at their own risks on Monday, 6 September 2021.

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COMMENCEMENT OF DEALINGS IN FULLY-PAID RIGHTS SHARES

Dealings in the Rights Shares, in their fully-paid form, are expected to commence on the Stock Exchange at 9:00 a.m. on Tuesday, 7 September 2021.

By order of the Board CBK Holdings Limited Chow Yik Chairman and Executive Director

Hong Kong, 3 September 2021

As at the date of this announcement, the chairman and an executive Director is Mr. CHOW Yik, the executive Directors are Mr. CHAN Lap Ping and Mr. TSUI Wing Tak and the independent non-executive Directors are Mr. CHAN Hoi Kuen Matthew, Mr. CHONG Alex Tin Yam and Ms. WONG Syndia D.

This announcement, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the GEM 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 announcement 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 announcement misleading.

This announcement 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. This announcement will also be published on the website of the Company at www.cbk.com.hk.

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