CBK Holdings Limited - Capital/Financing Update 2021

THIS PROSPECTUS IS IMPORTANT AND REQUIRES YOUR IMMEDIATE

If you are in any doubt as to any aspect of this Prospectus or as to the action to be taken, you should consult a licensed securities dealer, or registered institution in securities, bank manager, solicitor, certified public accountant or other professional adviser.

If you have sold or transferred all your shares in CBK Holdings Limited you should at once hand the Prospectus Documents to the purchaser or the transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or the transferee.

A copy of each of the Prospectus Documents, together with the document(s) specified in the paragraph headed ‘‘16. Documents delivered to the Registrar of Companies in Hong Kong’’ in Appendix III of this Prospectus, have been registered with the Registrar of Companies in Hong Kong as required by section 342C of the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Chapter 32 of the Laws of Hong Kong). The Registrar of Companies in Hong Kong, The Stock Exchange of Hong Kong Limited and the Securities and Futures Commission of Hong Kong take no responsibility as to the contents of any of the Prospectus Documents or any other document(s) referred to above.

Dealings in the Rights Shares in both nil-paid and fully-paid forms may be settled through CCASS established and operated by HKSCC and you should consult your stockbroker or licensed securities dealer or registered institution in securities, bank manager, solicitor, professional accountant or other professional adviser for details of the settlement arrangements and how such arrangements may affect your rights and interests.

Subject to the granting of the listing of, and permission to deal in, the Rights Shares in both their nil-paid and fully-paid forms on the Stock Exchange as well as compliance with the stock admission requirements of HKSCC, the Rights Shares in both their nil-paid and fullypaid forms will be accepted as eligible securities by HKSCC for deposit, clearance and settlement in CCASS with effect from the respective commencement dates of dealings in the Rights Shares in both their nil-paid and fully-paid forms on the Stock Exchange or such other dates as determined by HKSCC. Settlement of transactions between participants of the Stock Exchange on any trading day is required to take place in CCASS on the second trading day thereafter. All activities under CCASS are subject to the General Rules of CCASS and CCASS Operational Procedures in effect from time to time.

Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited and Hong Kong Securities Clearing Company Limited take no responsibility for the contents of this Prospectus, 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 the Prospectus Documents.

CBK Holdings Limited 國茂控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 8428)

PROPOSED RIGHTS ISSUE ON THE BASIS OF THREE (3) RIGHTS SHARES FOR EVERY TWO (2) SHARES HELD ON THE RECORD DATE ON A NON-UNDERWRITTEN BASIS

Capitalised terms used in this cover page shall have the same meanings as those defined in the section headed ‘‘Definitions’’ in this Prospectus.

The Shares have been dealt in on an ex-rights basis from Wednesday, 28 July 2021. Dealings in the Rights Shares in nil-paid form are expected to take place from Tuesday, 10 August 2021 to Tuesday, 17 August 2021 (both days inclusive). If the conditions of the Rights Issue are not fulfilled, the Rights Issue will not proceed. Any person contemplating dealing in the nil-paid Rights Shares during the period from Tuesday, 10 August 2021 to Tuesday, 17 August 2021 (both days inclusive) will accordingly bear the risk that the Rights Issue may not become unconditional and/or may not proceed. Any person contemplating dealing in the Shares and/or the Rights Shares in their nilpaid form are recommended to consult his/her/its/their own professional advisers.

The Rights Issue is on a non-underwritten basis irrespective of the level of acceptance of the provisionally allotted Rights Shares. In the event the Rights Issue is not fully subscribed and any Unsubscribed Rights Shares or IS Unsold Rights Shares remain not placed under the Compensatory Arrangements, the size of the Rights Issue will be reduced accordingly. Pursuant to the Company’s constitutional documents, the applicable laws in Hong Kong and the Cayman Islands and the GEM Listing Rules, there is no requirement for a minimum level of subscription in the Rights Issue. The Rights Issue is subject to fulfillment of the conditions of the Rights Issue as set out in the section headed ‘‘Letter from the Board — Conditions of the Rights Issue’’ in this Prospectus at or prior to the latest time for the Rights Issue to become unconditional (which is currently expected to be 4:00 p.m. on Tuesday, 31 August 2021). If the conditions of the Rights Issue are not fulfilled at or prior to the latest time for the Rights Issue to become unconditional, the Rights Issue will not proceed. Any person who is in any doubt about his/her/its position or any action to be taken is recommended to consult his/her/its own professional adviser(s).

The Latest Time for Acceptance of and payment for the Rights Shares is 4:00 p.m. on Friday, 20 August 2021. The procedure for acceptance and payment or transfer is set out on pages 12 to 13 of this Prospectus.

6 August 2021

CHARACTERISTICS OF GEM

GEM has been positioned as a market designed to accommodate small and midsized companies to which a higher investment risk may be attached than other companies listed on the Stock Exchange. Prospective investors should be aware of the potential risks of investing in such companies and should make the decision to invest only after due and careful consideration.

Given that the companies listed on GEM are generally small and mid-sized companies, there is a risk that securities traded on GEM may be more susceptible to high market volatility than securities traded on the Main Board of the Stock Exchange and no assurance is given that there will be a liquid market in the securities traded on GEM.

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CONTENTS

		Page
DEFINITIONS	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
EXPECTED TIMETABLE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		6
LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		8
APPENDIX I	— FINANCIAL INFORMATION OF THE GROUP . . . . . . . . . . . . . .	I-1
APPENDIX II	— UNAUDITED PRO FORMA FINANCIAL
	INFORMATION OF THE GROUP . . . . . . . . . . . . . . . . . . . . . . . . . .	II-1
APPENDIX III	— GENERAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	III-1

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DEFINITIONS

In this Prospectus, the following expressions shall have the following meanings unless the context otherwise requires:

‘‘Announcement’’ the announcement of the Company dated 23 June 2021 in relation to, among other things, the Share Consolidation, the Increase in Authorised Share Capital, the Rights Issue and the Placing
‘‘Associates’’ has the meaning ascribed thereto under the GEM Listing Rules
‘‘Benchmarked Price’’ the higher of (i) the closing price of the Existing Shares as quoted on the Stock Exchange on the Last Trading Day; and (ii) the average of the closing prices of the Existing Shares as quoted on the Stock Exchange for the five (5) previous consecutive trading days prior to the Last Trading Day
‘‘Board’’ the board of Directors
‘‘Business Day’’ a full day upon which the Stock Exchange is open for dealings
‘‘CCASS’’ the Central Clearing and Settlement System established and operated by HKSCC
‘‘CCASS Operational the Operational Procedures of HKSCC in relation to Procedures’’ CCASS, containing the practice, procedure and administrative requirements relating to operations and functions of CCASS, as from time to time in force
‘‘Circular’’ the circular of the Company dated 7 July 2021 in relation to, among others, the Share Consolidation, the Increase in Authorised Share Capital, the Rights Issue and the Placing
‘‘Company’’ CBK Holdings Limited, a company incorporated in the Cayman Islands with limited liability, the Shares of which are listed on the GEM of the Stock Exchange
‘‘Company Act’’ the Companies Act, Cap. 22 (Act 3 of 1961, as consolidated and revised) of the Cayman Islands
‘‘Compensatory Arrangements’’ placing of the Unsubscribed Rights Shares and the IS Unsold Rights Shares by the Placing Agent on a best efforts basis pursuant to the Placing Agreement
‘‘connected person’’ has the meaning ascribed to it under the GEM Listing Rules

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DEFINITIONS

‘‘Consolidated Shares’’
‘‘controlling shareholder(s)’’
‘‘COVID-19’’
‘‘Despatch Date’’
‘‘Director(s)’’
‘‘EGM’’
‘‘Eligible Shareholders’’
‘‘Existing Shares’’
‘‘GEM’’
‘‘GEM Listing Committee’’
‘‘GEM Listing Rules’’
‘‘Group’’
‘‘HK$’’
‘‘HKSCC’’
‘‘Hong Kong’’
ordinary share(s) of HK$0.10 each in the share capital of the Company immediately after the Share Consolidation having become effective
has the meaning ascribed thereto under the GEM Listing Rules
Novel coronavirus (COVID-19), a coronavirus identified as the cause of an outbreak if respiratory illness
Friday, 6 August 2021, being the expected date of despatch of the Prospectus Documents
the director(s) of the Company
the extraordinary general meeting of the Company held on Friday, 23 July 2021 for the purpose of considering and, if thought fit, approving, among other things, the Share Consolidation, the Increase in Authorised Share Capital, the Rights Issue and the Placing and the transactions contemplated thereunder
Shareholder(s), whose name(s) appear on the register of members of the Company on the Record Date, other than the Ineligible Shareholder(s)
ordinary Share(s) of HK$0.01 each in the share capital of the Company prior to the Share Consolidation having becoming effective
GEM of the Stock Exchange
has the meaning ascribed thereto under the GEM Listing Rules

the Rules Governing the Listing of Securities on the GEM

the Company and its subsidiaries
the lawful currency of Hong Kong dollars
Hong Kong Securities Clearing Company Limited

the Hong Kong Special Administrative Region of the PRC

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DEFINITIONS

‘‘Increase in Authorised Share Capital’’
‘‘Independent Shareholder(s)’’
‘‘Independent Third Parties’’
‘‘Ineligible Shareholder(s)’’
‘‘IS Unsold Rights Shares’’
‘‘Last Trading Day’’
‘‘Latest Practicable Date’’
‘‘Latest Time for Acceptance’’
‘‘Latest Time for Termination’’
‘‘Net Gain’’
the proposed increase in the authorised share capital of the Company from HK$20,000,000 divided into 2,000,000,000 Existing Shares to HK$100,000,000 divided into 1,000,000,000 Consolidated Shares (after the Share Consolidation was become effective)
any Shareholder(s) who is (are) not required to abstain from voting on the resolution relating to Rights Issue at the EGM under the GEM Listing Rules
any third party(ies) independent of and not connected with the Company and its connected persons or any of their respective Associates
those Overseas Shareholders in respect of whom the Board, after making relevant enquiries, considers it necessary or expedient not to offer the Rights Shares to such Overseas Shareholder(s) on account either of legal restrictions under the laws of the relevant place or the requirements of the relevant regulatory body or stock exchange in that place
the Rights Shares which would otherwise have been provisionally allotted to the Ineligible Shareholders in nilpaid form that have not been sold by the Company
Wednesday, 23 June 2021, being the last trading day of the Existing Shares on the Stock Exchange before the release of the Announcement
30 July 2021, being the latest practicable date prior to the printing of this Prospectus for ascertaining certain information contained herein
4:00 p.m. on Friday, 20 August 2021 or such later time or date as may be agreed by the Company, being the latest time for acceptance of, and payment for, the Rights Shares
4:00 p.m. on Tuesday, 31 August 2021, or such later time as may be agreed by the Company and the Placing Agent in writing
any premiums paid by the placee(s) over the Subscription Price for the Unsubscribed Rights Shares and the IS Unsold Rights Shares placed by the Placing Agent under the Compensatory Arrangements after deduction of all reasonable expenses incurred by the Company and the Placing Agent

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DEFINITIONS

‘‘No Action Shareholder(s)’’
‘‘Overseas Shareholders’’
‘‘PAL(s)’’
‘‘Placing’’
‘‘Placing Agent’’
‘‘Placing Agreement’’
‘‘PRC’’
‘‘Prospectus’’
‘‘Prospectus Documents’’
‘‘Record Date’’
Eligible Shareholders who do not subscribe for the Rights Shares (whether partially or fully) under the PAL(s) or their renouncees, or such persons who hold any nil-paid rights at the time such nil-paid rights are lapsed and/or the Ineligible Shareholders
the Shareholders whose addresses as shown in the register of members of the Company on the Record Date are not situated in Hong Kong
the provisional allotment letter(s) to be issued in connection with the Rights Issue to the Eligible Shareholders
the offer by way of private placing of the Unsubscribed Rights Shares and the IS Unsold Rights Shares on a best effort basis by the Placing Agent and/or its sub-placing agents(s), who and whose ultimate beneficial owners shall not be the Shareholder(s) and shall be the Independent Third Party(ies), to the independent placee(s) during the placing period on the terms and subject to the conditions set out in the Placing Agreement
Grand China Securities Limited, a licensed corporation to carry out Type 1 (dealing in securities) and Type 4 (advising on securities) regulated activities under the SFO, being the placing agent appointed by the Company for the Placing
the conditional placing agreement dated 23 June 2021 entered into between the Company and the Placing Agent in relation to the Placing of the Unsubscribed Rights Shares and the IS Unsold Rights Shares
the People’s Republic of China, which for the purpose of this Prospectus, excludes Hong Kong, the Macau Special Administrative Region of the PRC and Taiwan
this prospectus dated 6 August 2021, containing further details of the Rights Issue and issued by the Company
the Prospectus and PAL(s)
Thursday, 5 August 2021, (or such other date as the Company may agree in writing), being the date by reference to which entitlements of the Shareholders to participate in the Rights Issue will be determined

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DEFINITIONS

‘‘Registrar’’ Union Registrars Limited, at Suites 3301–04, 33/F., Two Chinachem Exchange Square, 338 King’s Road, North Point, Hong Kong, the Company’s Hong Kong branch share registrar and transfer office
‘‘Rights Issue’’ the proposed issue by way of rights of Rights Shares on the basis of three (3) Rights Shares for every two (2) Shares held on the Record Date at the Subscription Price
‘‘Rights Share(s)’’ up to 216,000,000 Shares to be allotted and issued under the Rights Issue (after the Share Consolidation was become effective)
‘‘SFO’’ the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)
‘‘Share(s)’’ ordinary share(s) of HK$0.10 each in the share capital of the Company after the Share Consolidation becoming effective
‘‘Share Consolidation’’ the consolidation of every ten (10) issued and unissued Existing Shares of HK$0.01 each into one (1) consolidated Share of HK$0.10 each, which was effective on Tuesday, 27 July 2021
‘‘Shareholders’’ the holders of Shares
‘‘Stock Exchange’’
The Stock Exchange of Hong Kong Limited
‘‘Subscription Price’’
HK$0.17 per Rights Share (after the Share Consolidation was become effective)
‘‘substantial shareholder’’
has the meaning ascribed to it under the GEM Listing Rules
‘‘Sure Wonder’’
Sure Wonder Investments Limited, a company incorporated in British Virgin Islands and a substantial shareholder of the Company as at the Latest Practicable Date
‘‘Takeovers Code’’
The Code on Takeovers and Mergers of Hong Kong
‘‘Unsubscribed Rights Shares’’
the Rights Shares that are not subscribed by the Eligible Shareholders or holders of nil-paid rights
‘‘%’’
per cent.

– 5 –

EXPECTED TIMETABLE

The expected timetable for the proposed Rights Issue and the Placing and the associated trading arrangement is set out below. The expected timetable is prepared on the assumption that all the conditions of the Rights Issue will be fulfilled and is therefore for indicative purpose only. The expected timetable is subject to change. Any change to the expected timetable will be announced in a separate announcement by the Company as and when appropriate. All times and dates in this Prospectus refer to Hong Kong local times and dates.

Events	Time and Date
First day of dealings in nil-paid Rights Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9:00 a.m. on
	Tuesday, 10 August 2021
Latest time for splitting of PALs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4:00 p.m. on
	Thursday, 12 August 2021
Last day of dealings in nil-paid Rights Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4:00 p.m. on
	Tuesday, 17 August 2021
Latest time for lodging transfer document of
nil-paid Rights Shares in order to qualify
for the Compensatory Arrangements. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4:00 p.m. on
	Friday, 20 August 2021
Latest Time for Acceptance of and payment
for the Rights Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4:00 p.m. on
	Friday, 20 August 2021
Announcement of the number of Unsubscribed
Rights Shares and IS Unsold Rights Shares
subject to the Compensatory Arrangements . . . . . . . . . . . . . . . . . . .	Wednesday, 25 August 2021
Commencement of placing of Unsubscribed
Rights Shares and IS Unsold Rights
Shares by the Placing Agent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Thursday, 26 August 2021
Latest time of placing of Unsubscribed Rights
Shares and IS Unsold Rights Shares
by the Placing Agent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4:00 p.m. on
	Monday, 30 August 2021
Latest time for Termination . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4:00 p.m. on
	Tuesday, 31 August 2021

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EXPECTED TIMETABLE

Events

Time and Date

Announcement of results of the Rights Issue

(including results of the placing of Unsubscribed Rights Shares and IS Unsold Rights Shares and the amount of the Net Gain per Unsubscribed Rights Share and IS Unsold Rights Share
under the Compensatory Arrangements) . . . . . . . . . . . . . . . . . . . . . . . . . Friday, 3 September 2021
Share certificates for fully-paid Rights Shares
to be posted. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Monday, 6 September 2021

Refund cheques, if any, to be posted if

the Rights Issue is terminated . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Monday, 6 September 2021

Dealings in fully-paid Rights Shares commence. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9:00 a.m. on

Tuesday, 7 September 2021

Payment of Net Gain to relevant

No Action Shareholders (if any). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Tuesday, 14 September 2021

EFFECT OF BAD WEATHER ON THE LATEST TIME FOR ACCEPTANCE OF AND PAYMENT FOR THE RIGHTS SHARES

The Latest Time for Acceptance of and payment for Rights Shares will not take place at the time indicated above if there is a tropical cyclone warning signal number 8 or above, or a ‘‘black’’ rainstorm warning or ‘‘extreme conditions after super typhoons’’ announced by the Government of Hong Kong:

(a) in force in Hong Kong at any local time before 12:00 noon and no longer in force after 12:00 noon on the Latest Time for Acceptance. Instead, the Latest Time for Acceptance and payment for the Rights Shares will be extended to 5:00 p.m. on the same Business Day; or
(b) in force in Hong Kong at any local time between 12:00 noon and 4:00 p.m. on the Latest Time for Acceptance. Instead, the Latest Time for Acceptance and payment for the Rights Shares will be rescheduled to 4:00 p.m. on the following Business Day which does not have either of those warnings in force at any time between 9:00 a.m. and 4:00 p.m.

If the Latest Time for Acceptance and payment for the Rights Shares does not take place on Friday, 20 August 2021, the dates mentioned in this section may be affected. The Company will notify Shareholders by way of a separate announcement of any change to the expected timetable as soon as practicable.

– 7 –

LETTER FROM THE BOARD

CBK Holdings Limited 國茂控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 8428)

Executive Directors: Mr. Chow Yik (Chairman) Mr. Chan Lap Ping Mr. Tsui Wing Tak

Independent non-executive Directors: Mr. Chan Hoi Kuen Matthew Mr. Chong Alex Tin Yam Ms. Wong Syndia D

Registered office: Cricket Square Hutchins Drive P.O. Box 2681 Grand Cayman, KY1-1111 Cayman Islands

Head Office and Principal Place of Business in Hong Kong: Room 1501, 15/F. Vanta Industrial Centre 21–33 Tai Lin Pai Road Kwai Chung New Territories Hong Kong

6 August 2021

To the Eligible Shareholders, and for information only, Ineligible Shareholders

Dear Sir or Madam,

PROPOSED RIGHTS ISSUE ON THE BASIS OF THREE (3) RIGHTS SHARES FOR EVERY TWO (2) SHARES HELD ON THE RECORD DATE ON A NON-UNDERWRITTEN BASIS

INTRODUCTION

Reference is made to the Announcement and the Circular in relation to the Share Consolidation, the Increase in Authorised Share Capital, the Rights Issue and the Placing. The Board announced that the Company proposed to raise up to approximately HK$36.72 million (before expense) by issuing up to 216,000,000 new Shares to the Eligible Shareholders by way of the Rights Issue at the Subscription Price of HK$0.17 per Rights Share (after taking into account the effect of the Share Consolidation) on the basis of three (3) Rights Shares for every two (2) Shares held on the Record Date.

The Share Consolidation, the Increase in Authorised Share Capital, the Rights Issue and the Placing were approved by the Shareholders at the EGM. The Increase in Authorised Share Capital became effective on Friday, 23 July 2021 and the Share Consolidation became effective on Tuesday, 27 July 2021.

– 8 –

LETTER FROM THE BOARD

The purpose of this Prospectus is to provide you with, among other things, further details of the Rights Issue, financial information and other general information of the Group.

PROPOSED RIGHTS ISSUE

The terms of the Rights Issue are set out below:

Issue statistics

Basis of the Rights Issue:

Three (3) Rights Shares for every two (2) Shares held on the Record Date

Number of Shares in issue as at 144,000,000 Shares the Latest Practicable Date:

Number of Rights Shares: Up to 216,000,000 Rights Shares

Subscription Price: HK$0.17 per Rights Share Aggregate nominal value of Up to HK$21,600,000 the Rights Shares:

Maximum funds raised before Up to approximately HK$36.72 million (assuming all expenses: the Rights Shares will be taken up)

As at the Latest Practicable Date, the Company has no outstanding convertible securities, options or warrants in issue which confer any right to subscribe for, convert or exchange into Shares.

The 216,000,000 nil-paid Rights Shares proposed to be provisionally allotted represent 150% of the Company’s issued Shares as at the Latest Practicable Date and approximately 60% of the Company’s issued Shares as enlarged by the issue of the Rights Shares.

Non-underwritten basis

The Rights Issue will proceed on a non-underwritten basis irrespective of the level of acceptance of the provisionally allotted Rights Shares. In the event the Rights Issue is not fully subscribed, any Unsubscribed Rights Shares together with the IS Unsold Rights Shares will be placed to independent placees under the Compensatory Arrangements. Any Unsubscribed Rights Shares or IS Unsold Rights Shares remain not placed under the Compensatory Arrangements will not be issued by the Company and the size of the Rights Issue will be reduced accordingly.

As the Rights Issue will proceed on a non-underwritten basis, an Eligible Shareholder who applies to take up all or part of his/her/its provisional allotment under the PAL(s) may unwittingly incur an obligation to make a general offer for the Shares under the Takeovers Code. Accordingly, the Rights Issue will be made on terms such that the Company will provide for the Eligible Shareholders to apply on the basis that if the Rights Shares are not fully taken up, the application of any Eligible Shareholder (except for HKSCC Nominees Limited) for his/

– 9 –

LETTER FROM THE BOARD

her/its assured entitlement under the Rights Issue will be scaled down to a level which does not trigger an obligation on the part of the relevant Eligible Shareholder to make a general offer under the Takeovers Code in accordance with the note to Rule 10.26(2) of the GEM Listing Rules.

As at the Latest Practicable Date, Sure Wonder has given its intention to take up the Rights Shares to be provisionally allotted to it under the Rights Issue to a level which does not trigger an obligation to make a general offer under the Takeovers Code.

Subscription Price

The Subscription Price for the Rights Shares is HK$0.17 per Rights Share, payable in full upon acceptance of the relevant provisional allotment of Rights Shares or when a transferee of nil-paid Rights Shares applies for the Rights Shares.

The Subscription Price represents:

(i) a premium of approximately 7.59% over the closing price of HK$0.158 per Share as quoted on the Stock Exchange on the Latest Practicable Date;
(ii) a discount of approximately 22.73% to the theoretical closing price of HK$0.22 per Share (after taking into account the effect of the Share Consolidation) as quoted on the Stock Exchange on the Last Trading Day;
(iii) a discount of approximately 19.05% to the theoretical closing price of approximately HK$0.21 per Share (after taking into account the effect of the Share Consolidation) for the last five consecutive trading days as quoted on the Stock Exchange immediately prior to the Last Trading Day;
(iv) a discount of approximately 19.05% to the theoretical closing price of approximately HK$0.21 per Share (after taking into account the effect of the Share Consolidation) for the last ten consecutive trading days as quoted on the Stock Exchange immediately prior to the Last Trading Day;
(v) a discount of approximately 10.53% to the theoretical ex-rights price of approximately HK$0.19 per Share (after taking into account the effect of the Share Consolidation) based on the Benchmarked Price of HK$0.22 (after taking into account the effect of the Share Consolidation);
(vi) the same as the audited consolidated net assets attributable to the Shareholders per Share of approximately HK$0.17 as at 31 March 2021, calculated based on the Group’s audited consolidated net assets attributable to the Shareholders of approximately HK$24,375,000 as at 31 March 2021 and 144,000,000 Shares in issue as at the Latest Practicable Date; and

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LETTER FROM THE BOARD

(vii) a theoretical dilution effect (as defined under Rule 10.44A of the GEM Listing Rules) of approximately 13.64%, represented by the theoretical diluted price of approximately HK$0.19 per Share (after taking into account the effect of the Share Consolidation) to the theoretical Benchmarked Price of approximately HK$0.22 per Share (after taking into account the effect of the Share Consolidation).

The Subscription Price and the subscription rate (i.e. three (3) Rights Shares for every two (2) Shares held on the Record Date) were determined with reference to the amount of fund raising targeted by the Company from the Rights Issue, the market price of the Shares under the prevailing market conditions, current financial market conditions and the financial position of the Group.

The Directors consider that the discount of the Subscription Price would encourage the Shareholders to participate in the Rights Issue and accordingly maintain their shareholdings in the Company and participate in the future growth of the Group and the terms of the Rights Issue (including the Subscription Price) to be fair and reasonable and in the interests of the Group and the Shareholders as a whole.

Eligible Shareholders and Ineligible Shareholders

The Rights Issue is only available to the Eligible Shareholders. The Company will send the Prospectus Documents to the Eligible Shareholders. The Company will not extend the Rights Issue to the Ineligible Shareholders. The Company will, to the extent permitted under the relevant laws and regulations and reasonably practicable, send the Prospectus to the Ineligible Shareholders for information purposes only but will not send any PAL to them.

Shareholders having an address in Hong Kong as shown on the register of members of the Company at the close of business on the Record Date will qualify for the Rights Issue.

Eligible Shareholders who do not take up the Rights Shares to which they are entitled and Ineligible Shareholders should note that their shareholdings in the Company will be diluted.

Rights of Overseas Shareholder(s)

If, at the close of business on the Record Date, a Shareholder’s address on the Company’s register of members is in a place outside Hong Kong, such Shareholder may not be eligible to take part in the Rights Issue as explained below. The Prospectus Documents to be despatched in connection with the Rights Issue will not be registered under the applicable securities legislation of any jurisdiction other than Hong Kong.

The Board notes the requirements specified in Rule 17.41(1) of the GEM Listing Rules and will make enquiries in the relevant jurisdictions as to the feasibility of extending the Rights Issue to the Overseas Shareholders. If, after making such enquiries, the Board is of the opinion that it would be necessary or expedient, on account either of the legal restrictions under the laws of the relevant place or any requirements of the relevant regulatory body or stock exchange in that place, not to offer the Rights Shares to the relevant Overseas Shareholders, no provisional allotment of nil-paid Rights Shares or allotment of fully-paid Rights Shares will be made to such Overseas Shareholders. In such circumstances, such

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LETTER FROM THE BOARD

Overseas Shareholders will become Ineligible Shareholders and the Rights Issue will not be extended to them. The Company will, to the extent permitted under the relevant laws and regulations and reasonably practicable, send the Prospectus to the Ineligible Shareholders for information purposes only but will not send any PAL to them.

Arrangements will be made for Rights Shares which would otherwise have been provisionally allotted to the Ineligible Shareholders to be sold in the market in their nil-paid form as soon as practicable after dealings in the nil-paid Rights Shares commence and before dealings in the nil-paid Rights Shares end, if a premium (net of expenses) can be obtained. The proceeds of such sale, less expenses, of more than HK$100 will be paid pro rata to the Ineligible Shareholders held on the Record Date. The Company will retain individual amounts of HK$100 or less for the benefit of the Company. Any unsold entitlement of Ineligible Shareholders, together with any Rights Shares provisionally allotted but not accepted, will be subject to Compensatory Arrangements.

Based on the register of members of the Company as at the Latest Practicable Date, there is only one Overseas Shareholder, being Sure Wonder, with a registered address in the British Virgin Islands. Sure Wonder holds 39,320,640 Shares, representing approximately 27.31% of the issued Share capital of the Company.

The Company has obtained advice from legal advisers in the British Virgin Islands, and has been advised that under the applicable laws of the British Virgin Islands, the Rights Issue may be extended to the Overseas Shareholder having a registered address in the British Virgin Islands and such Overseas Shareholder is therefore an Eligible Shareholder.

Procedures for acceptance and payment or transfer

A PAL is enclosed with this Prospectus which entitles the Eligible Shareholder(s) to whom it is addressed to subscribe for the number of Rights Shares shown therein. If an Eligible Shareholder wishes to accept all the Rights Shares provisionally allotted to him/her/it as specified in the PAL, he/she/it must lodge the PAL in accordance with the instructions printed thereon, together with a remittance for the full amount payable on acceptance with the Registrar at Suites 3301–04, 33/F., Two Chinachem Exchange Square, 338 King’s Road, North Point, Hong Kong, by not later than 4:00 p.m. on Friday, 20 August 2021. All remittances must be made in Hong Kong dollars by cheques which must be drawn on an account with, or by cashier’s orders which must be issued by, a licensed bank in Hong Kong and made payable to ‘‘CBK HOLDINGS LIMITED — PROVISIONAL ALLOTMENT ACCOUNT’’ and crossed ‘‘ACCOUNT PAYEE ONLY’’. It should be noted that unless the PAL, together with the appropriate remittance, have been lodged with the Registrar by not later than 4:00 p.m. on Friday, 20 August 2021, whether by the original allottee or any person in whose favour the rights have been validly transferred, that provisional allotment and all rights thereunder will be deemed to have been declined and will be cancelled. The Company may, at its sole discretion, treat a PAL as valid and binding on the person(s) by whom or on whose behalf it is lodged even if the PAL is not completed in accordance with the relevant instructions. The Company may require such incomplete PAL to be completed by the relevant applicants at a later stage.

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LETTER FROM THE BOARD

If an Eligible Shareholder wishes to accept only part of his/her/its provisional allotment or transfer part of his/her/its rights to subscribe for the Rights Shares provisionally allotted to him/her/it under the PAL or to transfer part or all of his/her/its rights to more than one person, the original PAL must be surrendered and lodged for cancellation by not later than 4:00 p.m. on Thursday, 12 August 2021 with the Registrar, who will cancel the original PAL and issue new PALs in the denominations required which will be available for collection at the Registrar at Suites 3301–04, 33/F., Two Chinachem Exchange Square, 338 King’s Road, North Point, Hong Kong, after 9:00 a.m. on the second Business Day after the surrender of the original PAL.

The PAL contains further information regarding the procedures to be followed for acceptance and/or transfer of the whole or part of the provisional allotment of the Rights Shares by the Eligible Shareholders. All cheques or cashier’s orders will be presented for payment following receipt and all interest earned on such monies will be retained for the benefit of the Company. Completion and return of the PAL with a cheque or a cashier’s order, whether by an Eligible Shareholder or by any nominated transferee(s), will constitute a warranty by the applicant that the cheque or the cashier’s order will be honoured on first presentation. Without prejudice to the other rights of the Company in respect thereof, the Company reserves the right to reject any PAL in respect of which the cheque or cashier’s order is dishonoured on first presentation, and in that event the provisional allotment and all rights thereunder will be deemed to have been declined and will be cancelled.

If the conditions of the Rights Issue as set out in the section headed ‘‘Conditions of the Rights Issue’’ below are not fulfilled, the monies received in respect of acceptances of the Rights Shares will be returned to the Eligible Shareholders or such other persons to whom the Rights Shares in their nil-paid form have been validly transferred or, in the case of joint acceptances, to the first-named person without interest, by means of cheques despatched by ordinary post at the risk of such Eligible Shareholders to their registered addresses by the Registrar on Monday, 6 September 2021.

No receipt will be issued in respect of any application monies received.

Conditions of the Rights Issue

The Rights Issue is conditional upon the following conditions being fulfilled:

(i) the Rights Issue having been approved by the Independent Shareholders at the EGM;
(ii) the Increase in Authorised Share Capital of the Company having been approved by the Shareholders at the EGM and having become effective;
(iii) the GEM Listing Committee of the Stock Exchange granting or agreeing to grant (subject to allotment) and not having withdrawn or revoked the listing of and permission to deal in the Rights Shares (in their nil-paid and fully-paid forms), by not later than, in the case of Rights Shares in nil-paid form, the first day of dealing of nil-paid Rights Shares and in the case of Rights Shares in fully-paid form, the first day of dealings in fully-paid Rights Shares;

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LETTER FROM THE BOARD

(iv) the filing and registration of the Prospectus Documents (together with any other documents required by applicable law or regulation to be annexed thereto) with the Registrar of Companies by no later than the Despatch Date; and
(v) the posting of the Prospectus to the Ineligible Shareholders if any, for their information only, and the posting of the Prospectus Documents to the Eligible Shareholders by no later than the Despatch Date, or such later date as the Company may (subject, if required, to the approval of the Stock Exchange) determine.

The Company shall use its reasonable endeavours to procure the fulfilment of the conditions above (to the extent it is within its power to do so), and shall do all the things required to be done by it pursuant to the Prospectus Documents or otherwise reasonably necessary to give effect to the Rights Issue. If any of the above conditions are not fulfilled on or before the Latest Time for Termination, the Rights Issue will not proceed.

As at the Latest Practicable Date, the above conditions (i) and (ii) have been fulfilled and all the other conditions remain unfulfilled.

Basis of provisional allotments

The basis of the provisional allotment shall be three (3) Rights Shares for every two (2) Shares held by the Eligible Shareholders as at the close of business on the Record Date at the Subscription Price payable in full on acceptance and otherwise on the terms and subject to the conditions set out in the Prospectus Documents. Application for all or any part of an Eligible Shareholder’s provisional allotment should be made by completing a PAL and lodging the same with a remittance for the Rights Shares being applied for with the Registrar on or before the Latest Time for Acceptance.

Status of Rights Shares

The Rights Shares (when allotted, issued and fully paid) will rank pari passu in all respects with the Shares then in issue. Holders of fully-paid Rights Shares will be entitled to receive all future dividends and distributions which may be declared, made or paid on or after the date of allotment and issue of the fully-paid Rights Shares.

Fractions of Rights Shares

The Company will not provisionally allot fractions of Rights Shares in nil-paid form to the Eligible Shareholders. All fractions of Rights Shares will be aggregated (and rounded down to the nearest whole number) and all nil-paid Rights Shares arising from such aggregation will be sold in the market for the benefit of the Company if a premium (net of expenses) can be achieved. Any unsold fractions of Rights Shares will not be issued by the Company and the size of the Rights Issue will be reduced accordingly.

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LETTER FROM THE BOARD

Share certificates and refund cheques for Rights Issue

Subject to the fulfillment of the conditions of the Rights Issue, share certificates for all fully-paid Rights Shares are expected to be posted on Monday, 6 September 2021 by ordinary post to the allottees, at their own risks, to their registered addresses. Refund cheques, if the Rights Issue is terminated (if any), are expected to be posted on Monday, 6 September 2021 by ordinary post to the applicants, at their own risks, to their registered addresses.

Stamp duty and other applicable fees

Dealings in the Rights Shares in both their nil-paid and fully-paid forms will be subject to the payment of stamp duty, Stock Exchange trading fee, Securities and Futures Commission transaction levy or any other applicable fees and charges in Hong Kong.

Application for listing

The Company has applied to the GEM Listing Committee of the Stock Exchange for the listing of, and permission to deal in, the Rights Shares, in both their nil-paid and fully-paid forms. The nil-paid and fully-paid Rights Shares are expected to have the same board lot size as the Shares, i.e. 12,000 Shares in one board lot as at the Latest Practicable Date. No part of the securities of the Company is listed or dealt in or on which listing or permission to deal is being or is proposed to be sought on any other stock exchange.

Rights Shares will be eligible for admission into CCASS

Procedures in respect of the Unsubscribed Rights Shares and the IS Unsold Rights Shares and the Compensatory Arrangements

The Company will make arrangements described in Rule 10.31(1)(b) of the GEM Listing Rules to dispose of the Unsubscribed Rights Shares and the IS Unsold Rights Shares by offering the Unsubscribed Rights Shares and the IS Unsold Rights Shares to independent placees for the benefit of the Shareholders to whom they were offered by way of the Rights Issue. There will be no excess application arrangements in relation to the Rights Issue.

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LETTER FROM THE BOARD

On 23 June 2021 (after trading hours), the Company entered into the Placing Agreement with the Placing Agent in relation to the placing of the Unsubscribed Rights Shares and the IS Unsold Rights Shares to independent placees on a best effort basis. Any premium over the Subscription Price for those Rights Shares that is realised will be paid to the No Action Shareholders on a pro-rata basis.

The Placing Agent will on a best effort basis, procure, by not later than 4:00 p.m., on Monday, 30 August 2021, placees for all (or as many as possible) of those Unsubscribed Rights Shares and the IS Unsold Rights Shares. Any Unsubscribed Rights Shares and the IS Unsold Rights Shares remain not placed will not be issued by the Company and the size of the Rights Issue will be reduced accordingly. Net Gain (if any) will be paid (without interest) on a pro-rata basis (on the basis of all Unsubscribed Rights Shares and IS Unsold Rights Shares) to the No Action Shareholders (but rounded down to the nearest cent) as set out below:

A. the relevant Eligible Shareholders (or such persons who hold any nil-paid rights at the time such nil-paid rights are lapsed) whose nil-paid rights are not validly applied for in full, by reference to the extent that Shares in his/her/its nil-paid rights are not validly applied for; and
B. the relevant Ineligible Shareholders with reference to their shareholdings in the Company on the Record Date.

If and to the extent in respect of any Net Gain, any No Action Shareholders become entitled on the basis described above to an amount of HK$100 or more, such amount will be paid to the relevant No Action Shareholder(s) in Hong Kong Dollars only and the Company will retain individual amounts of less than HK$100 for its own benefit.

Placing Agreement for the Unsubscribed Rights Shares and the IS Unsold Rights Shares

Details of the Placing Agreement are summarized as follows:

Date: 23 June 2021 (after trading hours) Issuer: The Company Placing Agent: Grand China Securities Limited was appointed as the Placing Agent to procure, on a best effort basis, placees to subscribe for the Unsubscribed Rights Shares and the IS Unsold Rights Shares during the placing period.

The Placing Agent is a licensed corporation to carry out Type 1 (dealing in securities) and Type 4 (advising on securities) regulated activities under the SFO. The Placing Agent confirmed that it and its ultimate beneficial owner(s) are the Independent Third Parties and are not Shareholders.

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LETTER FROM THE BOARD

Placing Period:

Commission and expenses:

Placing price of the Unsubscribed Rights Shares and IS Unsold Rights Shares:

Placees:

The period commencing from the fourth Business Day after the Latest Time for Acceptance (i.e. Thursday, 26 August 2021) and ending on 4:00 p.m. on the sixth Business Day after the Latest Time for Acceptance (i.e. Monday, 30 August 2021).

The Company shall pay to the Placing Agent a commission of 3% of the sum which is equal to the placing price multiplied by the number of Unsubscribed Rights Shares and IS Unsold Rights Shares that have been successfully placed by the Placing Agent pursuant to the terms of the Placing Agreement.

The placing price of the Unsubscribed Rights Shares and IS Unsold Rights Shares shall be not less than the Subscription Price and the final price determination will depend on the demand for and the market conditions of the Unsubscribed Rights Shares and IS Unsold Rights Shares during the process of placement.

The Unsubscribed Rights Shares and IS Unsold Rights Shares are expected to be placed to placee(s), who and whose ultimate beneficial owner(s) shall be the Independent Third Party(ies).

Pursuant to the terms of the Placing Agreement, (i) the Company will continue to comply with the public float requirements under Rule 11.23(7) of the GEM Listing Rules after the Placing; and (ii) the Placing will not have any implications under the Takeovers Code and no shareholder will be under any obligation to make a general offer under the Takeovers Code as a result of the Placing.

Ranking of the Unsubscribed Rights Shares and IS Unsold Rights Shares:
Conditions precedent of the Placing Agreement:
The Unsubscribed Rights Shares and IS Unsold Rights Shares (when allotted, issued and fully paid) shall rank pari passu in all respects among themselves and with the existing Shares in issue as at the date of completion of the Rights Issue.
The obligations of the Placing Agent under the Placing Agreement are conditional upon the following conditions precedent being fulfilled:
(i) the GEM Listing Committee having granted the listing of, and permission to deal in, the Rights Shares;

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LETTER FROM THE BOARD

(ii) the approval of the Rights Issue by the Independent Shareholders at the EGM;
(iii) all necessary consents and approvals to be obtained on the part of each of the Placing Agent and the Company in respect of the Placing Agreement and the transactions contemplated thereunder having been obtained; and
(iv) the Placing Agreement not having been terminated in accordance with the provisions thereof, including provisions regarding the force majeure events.

In the event that the above condition precedents have not been fulfilled or waived (where applicable) on or before the Latest Time for Termination, all rights, obligations and liabilities of the parties thereunder in relation to the Placing shall cease and determine and none of the parties shall have any claim against the other in respect of the Placing (save for any antecedent breaches thereof). As at the Latest Practicable Date, the above condition (ii) has been fulfilled and all other conditions remain unfulfilled.

The engagement between the Company and the Placing Agent for the Placing (including the commission payable) was determined after arm’s length negotiation between the Placing Agent and the Company and is on normal commercial terms with reference to the market comparables, the existing financial position of the Group, the size of the Rights Issue, and the current and expected market condition. The Directors consider that the terms of the Placing Agreement for the Unsubscribed Rights Shares and the IS Unsold Rights Shares (including the commission payable) are on normal commercial terms.

As explained above, the Unsubscribed Rights Shares and IS Unsold Rights Shares will be placed by the Placing Agent to Independent Third Parties on a best effort basis for the benefits of the No Action Shareholders. If all or any of the Unsubscribed Rights Shares and IS Unsold Rights Shares are successfully placed, any Net Gain over the Subscription Price will be distributed to the relevant No Action Shareholders. Any IS Unsold Rights Shares and/or Unsubscribed Rights Shares that are not placed by the Placing Agent will not be issued by the Company.

The Board is of the view that the above Compensatory Arrangements are fair and reasonable and are in the best interests of the Shareholders as a whole:

(i) the arrangements are in compliance with the requirements under Rule 10.31(1)(b) of the GEM Listing Rules under which the No Action Shareholders may be compensated even if they do nothing (i.e. neither subscribe for Rights Shares nor

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LETTER FROM THE BOARD

sell their nil-paid rights) because under the arrangements, the Unsubscribed Rights Shares and the IS Unsold Rights Shares will be first offered to Independent Third Parties and any premium over the Subscription Price will be paid to the No Action Shareholders. The commission payable to the Placing Agent and the related fees and expenses in relation to such placing will be borne by the Company;

(ii) the Compensatory Arrangements (including the determination of the placing price) will be managed by an independent licensed placing agent which is subject to the stringent code of conduct over, among others, pricing and allocation of the Placing Shares. The Placing Agent and its ultimate beneficial owner(s) (a) are not Shareholder; and (b) are Independent Third Parties; and
(iii) the Compensatory Arrangements will not only provide an additional channel of participation in the Rights Issue for the Eligible Shareholders and the Ineligible Shareholders, it also provides a distribution channel of the Unsubscribed Rights Shares and the IS Unsold Rights Shares to the Company.

Effect of the Rights Issue on shareholdings in the Company

Set out below is the shareholding of the Company (after taking into account the effect of the Share Consolidation) (i) as at the Latest Practicable Date; (ii) immediately after completion of the Rights Issue (assuming nil acceptance of the Rights Shares by the Eligible Shareholders other than Sure Wonder); (iii) immediately after completion of the Rights Issue (assuming full acceptance of the Rights Shares by the Eligible Shareholders); and (iv) immediately after completion of the Rights Issue (assuming nil acceptance of the Rights Shares by the Eligible Shareholders other than Sure Wonder and all the Unsubscribed Rights Shares and IS Unsold Rights Shares having been fully placed by the Placing Agent):

Sure Wonder The Placees Other public Shareholders Total	As at the Latest Practicable Date Number of Shares Approximate (%) 39,320,640 27.31 — — 104,679,360 72.69 144,000,000 100.00	Immediately after completion of the Rights Issue (assuming nil acceptance by the Eligible Shareholders other than Sure Wonder) Number of Shares Approximate (%) 44,841,222 (Note 1) 29.99 — — 104,679,360 70.01 149,520,582 100.00	Immediately after completion of the Rights Issue (assuming full acceptance by the Eligible Shareholders) Number of Shares Approximate (%) 98,301,600 27.31 — — 261,698,440 72.69 360,000,000 100.00	Immediately after completion of the Rights Issue (assuming nil acceptance of the Rights Shares by the Eligible Shareholders other than Sure Wonder and all the Unsubscribed Rights Shares and IS Unsold Rights Shares having been fully placed by the Placing Agent) Number of Shares Approximate (%) 98,301,600 27.31 157,019,040 43.61 104,679,360 29.08 360,000,000 100.00	Immediately after completion of the Rights Issue (assuming nil acceptance of the Rights Shares by the Eligible Shareholders other than Sure Wonder and all the Unsubscribed Rights Shares and IS Unsold Rights Shares having been fully placed by the Placing Agent) Number of Shares Approximate (%) 98,301,600 27.31 157,019,040 43.61 104,679,360 29.08 360,000,000 100.00
					100.00

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LETTER FROM THE BOARD

Note:

As mentioned in the paragraph headed ‘‘Non-underwritten basis’’ above, the application of a Shareholder will be scaled down to a level which does not trigger an obligation on the part of the relevant Shareholder to make a general offer under the Takeovers Code in accordance with the note to Rule 10.26(2) of the GEM Listing Rules.

Reasons for the Rights Issue and use of proceeds

The Group is principally engaged in the provision of food catering services in Hong Kong and the food supplies in PRC.

The gross proceeds from the Rights Issue will be approximately HK$36.72 million. The net proceeds (after deducting all relevant expenses) from the Rights Issue (the ‘‘Net Proceeds’’) are estimated to be approximately HK$34.51 million. The net price per Rights Share will be approximately HK$0.16. On the assumption that only Sure Wonder takes up its entitlement under the Rights Shares (which will be scaled down to a level which does not trigger an obligation on the part of the relevant Shareholder to make a general offer under the Takeovers Code in accordance with the note to Rule 10.26(2) of the GEM Listing Rules), Sure Wonder shall take up 5,520,582 Rights Share and the gross proceed from the Rights Issue will be approximately HK$0.94 million.

The Company intends to apply the net proceeds from the Rights Issue (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.

The intended use of proceed for the general working capital of the Group of approximately HK$3.6 million from the Rights Issue are as follows:

(i) approximately HK$1.7 million will be utilized for rents of offices and restaurants;
(ii) approximately HK$1.5 million will be utilized for administrative staff cost and salaries of Directors; and
(iii) approximately HK$0.4 million will be utilized for professional fee.

In order to expand the Group’s existing business, the Group plans to operate one food court and open two new restaurants. The Net Proceeds will mainly be utilised for the initial set up costs (the ‘‘Set Up Costs’’) for the aforesaid food court and new restaurants, including but not limited to initial rental costs and deposit, renovation, furniture and set up of IT operation systems, details of which are as follows:

(i) approximately HK$16.92 million will be utilised as the Set Up Costs for a food court in a shopping mall located in Tsim Sha Tsui (the ‘‘Food Court’’);
(ii) approximately HK$7.27 million will be utilised as the Set Up Costs for a new restaurant with an expected area of approximately 3,855 square feet to be located in Jordan, Kowloon (‘‘Restaurant A’’); and

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LETTER FROM THE BOARD

(iii) approximately HK$6.72 million will be utilised as the Set Up Costs for a new restaurant with an expected usage area of approximately 4,200 square feet to be located in Causeway Bay, Hong Kong Island (‘‘Restaurant B’’).

As the Rights Issue will be on a non-underwritten basis, the actual amount of the Net Proceeds cannot be ascertained at this point. If the Rights Issue is undersubscribed, the Net Proceeds will be adjusted as below:

(i) If the Net Proceeds is less than HK$6.72 million, all of the Net Proceed will be applied for general working capital of the Group;
(ii) If the Net Proceeds is more than HK$6.72 million, but less than HK$7.27 million, the Net Proceeds will be applied for setup of Restaurant B and the remaining will be applied for general working capital of the Group;
(iii) If the Net Proceeds is more than HK$7.27 million, but less than HK$16.92 million, the Net Proceeds will be applied in the following order of priority:
(a) set up of Restaurant B;
(b) set up of Restaurant A (if the remaining Net Proceeds after set up of Restaurant B is HK$7.27 million or more, otherwise such remaining Net Proceeds will be applied for general working capital of the Group); and
(c) general working capital of the Group.
(iv) If the Net Proceeds is more than HK$16.92 million, the Net Proceeds will be applied in the following order of priority:
(a) set up of the Food Court;
(b) set up of Restaurant B (if the remaining Net Proceed after set up of the Food Court is HK$6.72 million or more, otherwise such remaining Net Proceeds will be applied for general working capital of the Group);
(c) set Up of Restaurant A (if the remaining Net Proceed after set up of the Food Court and Restaurant B is HK$7.27 million or more, otherwise such remaining Net Proceeds will be applied for general working capital of the Group); and
(d) general working capital of the Group.

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LETTER FROM THE BOARD

As at the Latest Practicable Date, the Company has identified three suitable premises for the food court and two new restaurants, details of which are set out below:

		Gross floor	Expected
		area (approx.	rental per		Expected	Expected
	Location	square foot)	month	Expected term	cuisine type	capacity	Expected availability
The Food Court	Tsim Sha Tsui	4,964 sf.	HK$310,000	3 years (with an	It will be a composite	260 seats	According to the landlord, the
		(lettable area)	per month	option to renew	of 4 restaurants		existing tenancy agreement
				3 more years)	offering Korean		of the premises will expire
					style cuisine		in September 2021
Restaurant A	Jordan	3,855 sf.	HK$220,000	3 years (with an	Asian style cuisine	200 seats	The existing tenancy agreement
			per month	option to renew			of the premises will expire
				3 more years)			in June 2021
Restaurant B	Causeway Bay	6,378 sf.	HK$180,000 to	3 years (with an	Asian style cuisine	100 seats	The premise is vacant
		(usage area	HK$240,000	option to renew
		4,200 sf.)	per month	3 more years)

(i) Food Court

The Food Court will be located in Tsim Sha Tsui. The Company will form a joint venture (the ‘‘Joint Venture’’) with Top Trend International Investment Limited (the ‘‘Top Trend’’) to jointly operate the Food Court. To the best of the Directors’ knowledge, information and belief, having made all reasonable enquiries, Top Trend and its ultimate beneficial owner(s) are Independent Third Parties. The Joint Venture will be owned as to 51% by the Group and 49% by Top Trend. As at the Latest Practicable Date, Top Trend operates several cuisine brands in Hong Kong, principally of which are Korean style cuisines. A summary of which is set out below:

		Number of restaurant
Brand name	Cuisine type	in Hong Kong
SHINMAPO BBQ (新麻蒲BBQ)	Korea BBQ	4
NeNe Chicken	Korea fried chicken	6
Modern Majang	Korea BBQ	1
Tenkichiya (天吉屋)	Japan Tempura	1
Isaac Toast	Korea sandwiches	2
Sheng Mian (勝面)	Taiwan noodles	1

It is planned to operate four Korean brands in the Food Court which include (1) Korean BBQ brand; (2) fried chicken brand; (3) a brand that serves Korean fried noodles (炸醬麵) with over one hundred years history; and (4) a brand that serves Korean congee. The Food Court will focus on providing Korean style food and beverages to customers of all ages with a preference for quality Korean food in a less formal surroundings.

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LETTER FROM THE BOARD

The Company considers that the Food Court is a key major development and strategic movement of the Group. As at the Latest Practicable Date, the principal terms (including development direction, rental and term of lease) have been agreed with the relevant landlord, subject to formal agreement, and it is expected that the site for the Food Court will be available in September 2021.

On the basis that the site area for the Food Court will be successfully leased to the Company around September 2021, the Company expects that it will take approximately one month (i.e. around August to September 2021) to prepare and finalise the relevant agreements with the shopping mall and the Korean cuisine brands. It is expected to take another 1.5 to 2 months to design and renovate the Food Court (i.e. approximately September to November 2021). It is the Company’s current intention that the grand opening of the Food Court will be between mid- November to early December 2021.

The detailed allocation of the Net Proceeds of approximately HK$16.92 million and timeline to set up the Food Court are as follows:

1 month rent advance and management fee and rate 6 months rental deposit Upgrading of air conditioning and air purification Renovation cost Purchase of furniture Setup of fire system Setup of broadcasting and sound system Setup of point of sale and information technology system Initialisation miscellaneous expenses Total	HK$’000 Expected Timeline 410 September 2021 2,500 1,000 8,000 1,300 September to November 2021 1,200 1,200 1,000 310 16,920

(ii) Restaurant A

Restaurant A will be located in Jordon and the Company proposes to operate Restaurant A on its own under a new brand. Restaurant A will tentatively offer fusion Asian cuisine (Japanese/Korean/Chinese/Singaporean) and target consumers in the mass market themed at customers who enjoy gourmet and trendy food concepts. The Company plans to commence the preparation of Restaurant A after the Food Court and Restaurant B have been successfully launched and commenced full operation.

As at the Latest Practicable Date, the Company is in the process of negotiating and finalizing the terms of the lease with the relevant landlord.

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LETTER FROM THE BOARD

(iii) Restaurant B

Restaurant B will be located in Causeway Bay in sight of the Happy Valley Racecourse. The Company proposes to operate Restaurant B on its own under a new brand. In view of the prime location and the view of Restaurant B, it will be targeting at middle to high-end customers. Restaurant B is planned to offer fusion Chinese cuisine. It is anticipated that the preparation of Restaurant B will commence after the relevant agreements in respect of the Food Court are finalised. The design and renovation of Restaurant B is expected to take approximately 1.5 to 2 months. The grand opening of the Restaurant B is expected to be between mid- November 2021 and early-December 2021.

As at the Latest Practicable Date, the premises for Restaurant B is currently vacant and the Company has preliminarily agreed with the relevant landlord on the rent and term.

Notwithstanding the social distancing measures and restriction related to operation of restaurants adopted by the Hong Kong government to curb the COVID-19 pandemic (the ‘‘Pandemic’’) in the last year, the management of the Company noticed that there is significant growth in the takeaway market. The establishment and operation of the Food Court is expected to provide the Group with additional flexibility to generate more revenue by offering takeaways service and thus seize the opportunities on the takeaway market in order to enhance the revenue stream of the Group in light of the new dining lifestyle as a result of the Pandemic.

Furthermore, since February 2021, the Hong Kong government has gradually relaxed the restrictions on operation of restaurants in Hong Kong, including (i) maximum number of people allowed to be seated together at one table at catering business premises was increased from two to four; (ii) dine-in services at restaurants was extended to 10:00 p.m.; and the launch of the ‘‘vaccine bubbles’’ for restaurants which further relaxed dining restrictions based upon the number of staff that have been vaccinated and intermittency of testing. The Hong Kong government also launched the COVID-19 vaccination program. As such, the Directors consider it is prudent and competitive to resume and expand the Group’s food and beverage business.

The Directors have considered other financing alternatives to raise funds including (i) debt financing and (ii) equity fund raising such as placement of Shares and open offer.

Debt financing

The Directors consider that the availability of debt financing is usually subject to the availability of collateral and the financial performance of the Group. The Company approached a total of three banks in Hong Kong, however no positive feedback was received by the Company given (i) small market capitalization of the Company; (ii) the Group recorded net loss for 4 consecutive years ended 31 March 2020 and for the nine months ended 31 December 2020; and (iii) the Group does not have substantial fixed assets for collateral.

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LETTER FROM THE BOARD

Other equity fund raising options

As for equity fund raising, such as placement of new Shares, it is relatively smaller in scale as compared to fund raising through rights issue and it would lead to immediate dilution in the shareholding interest of existing Shareholders without offering them the opportunity to participate in the enlarged capital base of the Company. As for open offer, similar to a rights issue, it also offers eligible shareholders to participate, but it does not allow free trading of rights entitlements in the open market.

The Company had approached a total of three securities firms in Hong Kong and explored the possibility of different equity fund raising options, such as placement of new shares and rights issue. The Placing Agent has explicitly shown an interest in carrying out a rights issue only on a best effort basis. No positive feedback was received from other securities firms given (i) small market capitalization of the Company as well as the market price of the Share is low; (ii) the Group recorded net loss for 4 consecutive years ended 31 March 2020 and for the nine months ended 31 December 2020; and (iii) uncertainty on the operation of the Group as a result of the Pandemic.

The Rights Issue will provide a good opportunity for the Company to raise funds to strengthen its capital base and improve its financial position without increasing finance costs, and also allow all outstanding Shareholders to maintain their proportional shareholdings in the Company.

In view of the above, the Directors consider that the Rights Issue is in the interests of the Company and the Shareholders as a whole.

– 25 –

LETTER FROM THE BOARD

Fund raising activity of the Company during the past twelve months

Set out below is the equity fund raising activity announced by the Company in the past twelve months prior to the date of the Announcement:

			Intended use of
Date of	Fund raising		proceeds as
announcements	activity	Net proceeds	announced	Actual use of proceeds
5 January 2021 and	Placing of new	Approximately	General working	The net proceeds have
27 January 2021	shares under	HK$6.8 million	capital	been fully utilised for
	general mandate			general working capital
				of the Group, including
				(i) purchase of goods
				and services; (ii)
				utilities; (iii) salaries
				and directors fee; (iv)
				marketing expenses;
				(v) rent and/or deposit
				for offices, warehouses
				and restaurants; (vi)
				professional fee; and
				(vii) addition of
				property, plant and
				equipment

Save as disclosed above, the Company did not raise any other funds by issue of equity securities during the twelve months immediately preceding the Latest Practicable Date.

– 26 –

LETTER FROM THE BOARD

WARNING OF THE RISKS OF DEALING IN THE SHARES AND NIL-PAID RIGHTS SHARES

Shareholders and potential investors of the Company should note that the Rights Issue is conditional upon satisfaction of the conditions as set out in the section headed ‘‘Letter from the Board — Conditions of the Rights Issue’’ in this Prospectus. Accordingly, the Rights Issue may or may not proceed. Shareholders and potential investors of the Company are advised to exercise caution when dealing in the Shares.

The Shares have been dealt in on an ex-rights basis from Wednesday, 28 July 2021. Dealings in the Rights Shares in nil-paid form are expected to take place from Tuesday, 10 August 2021 to Tuesday, 17 August 2021 (both days inclusive). Any Shareholder or other person contemplating transferring, selling or purchasing the Shares and/or Rights Shares in their nil-paid form is advised to exercise caution when dealing in the Shares and/or the nil-paid Rights Shares.

ADDITIONAL INFORMATION

Your attention is drawn to the additional information set out in the appendices to this Prospectus.

Yours faithfully, For and on behalf of the Board CBK Holdings Limited Chow Yik

Chairman and Executive Director

– 27 –

FINANCIAL INFORMATION OF THE GROUP

APPENDIX I

1. SUMMARY OF FINANCIAL INFORMATION

Details of the audited financial information of the Group for each of the years ended 31 March 2019, 2020 and 2021 are disclosed in the following annual reports of the Company for the years ended 31 March 2019, 2020 and 2021 respectively which have been published and are available on the websites of the Stock Exchange (www.hkexnews.hk) and of the Company (www.cbk.com.hk):

(i) the annual report of the Company for the year ended 31 March 2019 published on 28 June 2019 (pages 79 to 159) in relation to the financial information of the Group for the same year.

https://www1.hkexnews.hk/listedco/listconews/gem/2019/0628/gln20190628309.pdf

(ii) the annual report of the Company for the year ended 31 March 2020 published on 30 June 2020 (pages 77 to 167) in relation to the financial information of the Group for the same year.

https://www1.hkexnews.hk/listedco/listconews/gem/2020/0630/2020063001678.pdf

(iii) the annual report of the Company for the year ended 31 March 2021 published on 17 June 2021 (pages 78 to 175) in relation to the financial information of the Group for the same year.

https://www1.hkexnews.hk/listedco/listconews/gem/2021/0617/2021061700237.pdf

2. INDEBTEDNESS STATEMENT

As at the close of business on 30 June 2021, being the latest practicable date for the purpose of this indebtedness statement prior to the printing of this Prospectus, the Group had the following indebtedness.

Borrowings

As at 30 June 2021, the Group holds a bond of principal amount of approximately HK$1.5 million which carries a fixed coupon interest rate of 3% per month. The bond is unsecured and unguaranteed and will mature on the date falling on the sixth anniversary of the date of issue of the bond.

Lease liabilities

The Group measures the lease liabilities at the present value of the remaining lease payments, discounted using the Group’s incremental borrowing rates. At the close of business on 30 June 2021, being the latest practicable date on which such information was available to the Company, the Group had current and non-current lease liabilities amounting to HK$3.6 million and HK$9.5 million. The lease liabilities are unsecured and unguaranteed.

– I-1 –

FINANCIAL INFORMATION OF THE GROUP

APPENDIX I

Save as aforementioned or as otherwise disclosed herein, and apart from intra-group liabilities within the Group and normal trade and other payables in the ordinary course of business, the Group did not have any loan capital issued and outstanding or agreed to be issued, bank overdrafts, loans, debt securities issued and outstanding, and authorised or otherwise created but unissued and term loans of other borrowings, indebtedness in the nature of borrowings, liabilities under acceptance (other than normal trade bills) or acceptance credits, debentures, mortgages, charges, other recognized lease liabilities or lease commitments, which are either guaranteed, unguaranteed, secured or unsecured, guarantees or other material contingent liabilities at the close of business as of 30 June 2021.

3. WORKING CAPITAL

The Directors, after due and careful consideration, are of the opinion that in the absence of unforeseeable circumstances, taking into account the financial resources available to the Group and the estimated net proceeds from the Rights Issue, the Group will have sufficient working capital for its present requirements for at least the next twelve (12) months following the date of this Prospectus.

4. MATERIAL ADVERSE CHANGE

The Directors are not aware of any material adverse change in the financial or trading position or outlook of the Group since 31 March 2021 (being the date to which the latest published audited financial statements of the Group were made up) and up to and including the Latest Practicable Date.

5. FINANCIAL AND TRADING PROSPECTS OF THE GROUP

As at the Latest Practicable Date, the Group operates one restaurant under the brand ‘‘Fun Fun Fun’’ and one Korean restaurant under the brand ‘‘Aidan Cafe’’, both of which are located at Tai Wai.

Based on the information currently available, for the period from 31 March 2021 (being the date to which the latest published audited financial statements of the Group were made up) to the date of 30 June 2021, it is observed that the monthly revenue generated from the two restaurants of the Group were stable while (i) the operating results of ‘‘Aidan Cafe’’ restaurant recorded a slight profit and (ii) the operating results of ‘‘FUN FUN FUN’’ restaurant recorded a slight loss. In view of (i) the relaxation on restriction on operation of restaurants by the Hong Kong government (further details of which are set out below); (ii) the roll-out of COVID-19 vaccination program in Hong Kong; and (iii) the launch of electronic consumption vouchers with a total value of HK$5,000 to each eligible person in the 2021–2022 Budget Proposal by the Financial Secretary, the Directors believe that these measures would bring positive impact on the financial performance of the Group’s existing restaurants.

As mentioned in the section headed ‘‘Reasons for the Rights Issue and use of proceeds’’ under the ‘‘Letter from the Board’’ in this Prospectus, the Group plans to operate the Food Court and two restaurants. Notwithstanding the social distancing measures and restriction related to operation of restaurants adopted by the Hong Kong government to curb the Pandemic

– I-2 –

FINANCIAL INFORMATION OF THE GROUP

APPENDIX I

in the last year, the management of the Company noticed that there is significant growth in the takeaway market. The establishment and operation of the Food Court is expected to provide the Group with additional flexibility to generate more revenue by offering takeaways service and thus seize the opportunities on the takeaway market in order to enhance the revenue stream of the Group in light of the new dining lifestyle as a result of the Pandemic.

Furthermore, since February 2021, the Hong Kong government has gradually relaxed the restrictions on operation of restaurants in Hong Kong, including (i) maximum number of people allowed to be seated together at one table at catering business premises was increased from two to four; (ii) dine-in services at restaurants was extended to 10:00 p.m.; and the launch of the ‘‘vaccine bubbles’’ for restaurants which further relaxed dining restrictions based upon the number of staff that have been vaccinated and intermittency of testing. Hong Kong government also launched the COVID-19 vaccination program. As such, the Directors consider it is prudent and competitive to resume and expand the Group’s food and beverage business.

Reference is made to the announcement of the Company dated 23 December 2020 (the ‘‘Announcement’’) in relation to the acquisition (the ‘‘Acquisition’’) of 漳州金田食品有限公司 (Zhangzhou Jintian Food Co., Limited*) (‘‘Jintian Food’’). Jintian Food is principally engaged in frozen aquatic products processing, surimi and aquatic product dry and preserved processing and sales and trading of aquatic products. The Acquisition was completed in May 2021 and a profit guarantee, that the audited net profit (after deduction of extraordinary items) of Jintian Food for the year ended 31 December 2020 will be no less than RMB4,000,000, was met. As such, the Directors believe that the Acquisition will broaden the Group’s source of income and improve its profitability. For more details, please refer to the Announcement.

– I-3 –

UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE GROUP

APPENDIX II

The following is the text of a report received from the Company’s auditors, HLB Hodgson Impey Cheng Limited, Certified Public Accountants, Hong Kong, prepared for the purpose of inclusion in this Prospectus.

==> picture [80 x 51] intentionally omitted <==

The Board of Directors CBK Holdings Limited Room 1501, 15/F., Vanta Industrial Centre, 21–33 Tai Lin Pai Road, Kwai Chung, New Territories, HONG KONG

INDEPENDENT REPORTING ACCOUNTANTS’ ASSURANCE REPORT ON THE COMPILATION OF PRO FORMA FINANCIAL INFORMATION

To the Board of Directors of CBK Holdings Limited

We have completed our assurance engagement to report on the compilation of unaudited pro forma financial information of CBK Holdings Limited (the ‘‘Company’’) and its subsidiaries (hereinafter collectively referred to as the ‘‘Group’’) by the directors (the ‘‘Directors’’) for illustrative purposes only. The unaudited pro forma financial information consists of the unaudited pro forma statement of adjusted consolidated net assets of the Group attributable to owners of the Company as at 31 March 2021 and related notes (the ‘‘Unaudited Pro Forma Financial Information’’) as set out in Appendix II to the prospectus issued by the Company (the ‘‘Prospectus’’). The applicable criteria on the basis of which the Directors have compiled the Unaudited Pro Forma Financial Information are described in Appendix II to the Prospectus.

The Unaudited Pro Forma Financial Information has been compiled by the Directors to illustrate the impact of the proposed rights issue on the basis of three rights share for every two existing shares held on the record date at the subscription price of HK$0.17 per rights share (the ‘‘Rights Issue’’) on the Group’s financial position as at 31 March 2021 as if the Rights Issue had taken place as at 31 March 2021. As part of this process, information about the Group’s financial position has been extracted by the Directors from the Group’s audited consolidated financial statements for the year ended 31 March 2021.

– II-1 –

UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE GROUP

APPENDIX II

Directors’ Responsibilities for the Unaudited Pro Forma Financial Information

The Directors are responsible for compiling the Unaudited Pro Forma Financial Information in accordance with paragraph 7.31 of the Rules Governing the Listing of Securities on GEM of The Stock Exchange of Hong Kong Limited (the ‘‘GEM Listing Rules’’) and with reference to Accounting Guideline 7 Preparation of Pro Forma Financial Information for Inclusion in Investment Circulars (‘‘AG 7’’) issued by the Hong Kong Institute of Certified Public Accountants (‘‘HKICPA’’).

Our Independence and Quality Control

We have complied with the independence and other ethical requirements of the Code of Ethics for Professional Accountants issued by the HKICPA, which is founded on fundamental principles of integrity, objectivity, professional competence and due care, confidentiality and professional behavior.

The firm applies Hong Kong Standard on Quality Control 1 Quality Control for Firms that Perform Audits and Reviews of Financial Statement, and Other Assurance and Related Services Engagement issued by the HKICPA and accordingly maintains a comprehensive system of quality control including documented policies and procedures regarding compliance with ethical requirements, professional standards and applicable legal and regulatory requirements.

Reporting Accountants’ Responsibilities

Our responsibility is to express an opinion, as required by paragraph 7.31(7) of the GEM Listing Rules, on the Unaudited Pro Forma Financial Information and to report our opinion to you. We do not accept any responsibility for any reports previously given by us on any financial information used in the compilation of the Unaudited Pro Forma Financial Information beyond that owed to those to whom those reports were addressed by us at the dates of their issue.

We conducted our engagement in accordance with Hong Kong Standard on Assurance Engagements 3420, Assurance Engagements to Report on the Compilation of Pro Forma Financial Information Included in a Prospectus issued by the HKICPA. This standard requires that the reporting accountants plan and perform procedures to obtain reasonable assurance about whether the Directors have compiled the Unaudited Pro Forma Financial Information in accordance with paragraph 7.31 of the GEM Listing Rules and with reference to AG 7 issued by the HKICPA.

For purposes of this engagement, we are not responsible for updating or reissuing any reports or opinions on any historical financial information used in compiling the Unaudited Pro Forma Financial Information, nor have we, in the course of this engagement, performed an audit or review of the financial information used in compiling the Unaudited Pro Forma Financial Information.

– II-2 –

UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE GROUP

APPENDIX II

The purpose of Unaudited Pro Forma Financial Information is solely to illustrate the impact of significant event or transaction on unadjusted financial information of the Group as if the event had occurred or the transaction had been undertaken at an earlier date selected for purposes of the illustration. Accordingly, we do not provide any assurance that the actual outcome of the event or transaction at 31 March 2021 would have been as presented.

A reasonable assurance engagement to report on whether the Unaudited Pro Forma Financial Information has been properly compiled on the basis of the applicable criteria involves performing procedures to assess whether the applicable criteria used by the Directors in the compilation of the Unaudited Pro Forma Financial Information provide a reasonable basis for presenting the significant effects directly attributable to the event or transaction, and to obtain sufficient appropriate evidence about whether:

. the related unaudited pro forma adjustments give appropriate effect to those criteria; and
. the Unaudited Pro Forma Financial Information reflects the proper application of those adjustments to the unadjusted financial information.

The procedures selected depend on the reporting accountants’ judgment, having regard to the reporting accountants’ understanding of the nature of the Group, the event or transaction in respect of which the Unaudited Pro Forma Financial Information has been compiled, and other relevant engagement circumstances.

The engagement also involves evaluating the overall presentation of the Unaudited Pro Forma Financial Information.

We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Opinion

In our opinion:

(a) the Unaudited Pro Forma Financial Information has been properly compiled on the basis stated;
(b) such basis is consistent with the accounting policies of the Group; and

– II-3 –

UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE GROUP

APPENDIX II

(c) the adjustments are appropriate for the purposes of the Unaudited Pro Forma Financial Information as disclosed pursuant to paragraph 7.31(1) of the GEM Listing Rules.

Yours faithfully

HLB Hodgson Impey Cheng Limited

Certified Public Accountants Ng Ka Wah Practising Certificate Number: P06417

Hong Kong, 6 August 2021

– II-4 –

UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE GROUP

APPENDIX II

UNAUDITED PRO FORMA STATEMENT OF ADJUSTED CONSOLIDATED NET TANGIBLE ASSETS OF THE GROUP

The following unaudited pro forma statement of adjusted consolidated net tangible assets of the Group attributable to the owners of the Company has been prepared by the Directors in accordance with paragraph 7.31 of the GEM Listing Rules to illustrate the effect of the Rights Issue on the unaudited consolidated net tangible assets of the Group attributable to owners of the Company as if the Rights Issue had been completed on 31 March 2021.

The unaudited pro forma net tangible assets is prepared for illustrative purpose only and, because of its hypothetical nature, it may not reflect a true picture of the consolidated net tangible assets of the Group attributable to owners of the Company had the Rights Issue been completed as at the date to which it is made up or at any future date.

The unaudited pro forma net tangible assets is prepared based on the audited condensed consolidated statement of financial position of the Group attributable as at 31 March 2021, and is adjusted for the effect of the Rights Issue described below:

Base on 216,000,000 Rights Shares to be issued at subscription price of HK$0.17 per Rights Share	Unaudited consolidated net tangible assets of the Group attributable to owners of the Company as at 31 March 2021 HK$’000 (Note 1) 24,375	Estimated net proceeds from the Rights Issue HK$’000 (Note 2) 34,510	Unaudited pro forma adjusted consolidated net tangible assets of the Group attributable to owners of the Company as at 31 March 2021 immediately after completion of the Rights Issue HK$’000 58,885	Unaudited consolidated net tangible assets of the Group attributable to owners of the Company as at 31 March 2021 after taking into account of the Share Consolidation but prior to the completion of the Rights Issue per Share HK$ (Note 3) 0.169	Unaudited pro forma adjusted consolidated net tangible assets of the Group attributable to owners of the Company as at 31 March 2021 immediately after completion of the Share Consolidation and Rights Issue per Share HK$ (Note 4) 0.164

Notes:

(1) The audited consolidated net tangible assets of approximately HK$24,375,000 is determined based on the audited consolidated net assets of the Group attributable to the owners of the Company as at 31 March 2021.
(2) The estimated net proceeds from the Rights Issue of the number of Rights Shares of approximately HK$34,510,000 are based on 216,000,000 Rights Shares to be issued (in the proportion of three (3) rights share for every two (2) existing shares) at the subscription price of HK$0.17 per Rights Share, after deduction of the estimated related expenses of approximately HK$2,210,000, assuming that the Rights Issue had been completed on 31 March 2021.

– II-5 –

APPENDIX II

UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE GROUP

(3) The unaudited consolidated net tangible assets per share attributable to owners of the Company as at 31 March 2021 after taking into account of the Share Consolidation (involves the consolidation of every ten (10) Existing Shares into one (1) consolidated share effective on 27 July 2021) (the ‘‘Consolidated Share’’)) is HK$0.169, which is calculated based on the audited consolidated net tangible assets of the Group attributable to owners of the Company as at 31 March 2021 of approximately HK$24,375,000 and 144,000,000 Consolidated Shares.
(4) The unaudited pro forma adjusted consolidated net tangible assets of the Group attributable to owners of the Company per Share immediately after completion of the Rights Issue and Share Consolidation is calculated based on 360,000,000 shares which comprise 144,000,000 Consolidated Shares and 216,000,000 Rights Shares expected to be issued on the completion of the Rights Issue as at 31 March 2021.
(5) No adjustments have been made to the unaudited Pro Forma Financial Information to reflect any trading results or other transactions of the Group entered into subsequent to 31 March 2021.

– II-6 –

GENERAL INFORMATION

APPENDIX III

1. RESPONSIBILITY STATEMENT

This Prospectus, 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 Prospectus 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 Prospectus misleading.

2. SHARE CAPITAL

The authorised and issued share capital of the Company (a) as at the Latest Practicable Date; and (b) immediately following the completion of the Rights Issue (assuming there is no change in the issued share capital of the Company from the Latest Practicable Date to completion of the Rights Issue and full acceptance by Eligible Shareholders) are as follows:

(a) As at the Latest Practicable Date

Authorised: 1,000,000,000 Shares of HK$0.1 each Issued and fully paid: 144,000,000 Shares of HK$0.1 each	HK$ 100,000,000
	14,400,000

(b) Immediately following completion of the Rights Issue

Authorised: 1,000,000,000 Shares of HK$0.1 each Issued and fully paid: 360,000,000 Shares of HK$0.1 each	HK$ 100,000,000
	36,000,000

All of the Rights Shares to be issued will rank pari passu in all respects with each other. Holder of the Rights Shares in their fully-paid form will be entitled to receive all future dividends and distributions which are declared, made or paid on or after the date of allotment and issue of the fully-paid Rights Shares.

As at the Latest Practicable Date, the Company did not have any outstanding derivatives, options, warrants and convertible securities or other similar rights which are convertible or exchangeable into Shares. The Company has no intention to issue or grant any convertible securities, warrants and/or options on or before the Record Date.

– III-1 –

GENERAL INFORMATION

APPENDIX III

The Rights Shares to be issued will be listed on the Stock Exchange. No part of the share capital or any other securities of the Company is listed or dealt in on any stock exchange other than the Stock Exchange and no application is being made or is currently proposed or sought for the Shares or the Rights Shares or any other securities of the Company to be listed or dealt in on any other stock exchange.

3. DISCLOSURE OF INTERESTS

(a) Directors’ and chief executive’s interests in the Company

As at the Latest Practicable Date, the interests and short positions of the Directors and the chief executive of the Company in the Shares, underlying Shares and debentures of the Company or any of its associated corporations (within the meaning of Part XV of the Securities and Futures Ordinance (the ‘‘SFO’’)) which were required: (a) to be notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including any interests and short positions in which they are taken or deemed to have under such provisions of the SFO); or (b) pursuant to section 352 of the SFO, to be entered in the register referred to therein (the ‘‘Register’’); or (c) pursuant to Rules 5.46 to 5.67 of the GEM Listing Rules relating to securities transactions by Directors to be notified to the Company and the Stock Exchange were as follows:

Long positions in the Shares and the underlying Shares

		Number of
		Shares held/	Approximate
		interested of	percentage of
Name	Capacity	the Company	shareholding
Mr. Chan Lap Ping (Note)	Family interest	707,771	1.8%

Note: Mr. Chan Lap Ping, an executive Director of the Company, is the spouse of Ms. Yang Dongxiang (‘‘Ms. Yang’’) and is deemed to be interested in the shares of Sure Wonder held by Ms. Yang under the SFO.

Save as disclosed above, as at the Latest Practicable Date, none of the Directors and the chief executive of the Company had any interests or short positions in any Shares, underlying Shares or debentures of the Company or any of its associated corporations (within the meaning of Part XV of the SFO) which would have to be notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests and short positions in which they are taken or deemed to have under such provisions of the SFO) or which were required, pursuant to section 352 of the SFO, to be entered in the Register, or were required, pursuant to Rules 5.46 to 5.67 of the GEM Listing Rules relating to securities transactions by the Directors to be notified to the Company and the Stock Exchange.

– III-2 –

GENERAL INFORMATION

APPENDIX III

(b) Substantial shareholders and other persons’ interests in Shares and underlying Shares

As at the Latest Practicable Date, so far as the Directors are aware of, the following persons/entities other than a Director or the chief executive of the Company had interests or short positions in the Shares and underlying Shares, which would fall to be disclosed to the Company under the provisions of Divisions 2 and 3 of Part XV of the SFO, or which were recorded in the register of the Company required to be kept under section 336 of the SFO (the ‘‘Substantial Shareholders’ Register’’), or who were directly or indirectly interested in 5% or more of the issued voting Shares:

Long positions in the Shares or underlying Shares

		Number of
		Shares held/	Approximate
		interested of	percentage of
Name	Capacity	the Company	shareholding
Sure Wonder (Note)	Beneficial owner	39,320,640	27.31%

Note: Sure Wonder, which holds 39,320,640 Shares, is owned as to 83.4% by Ms. Wong Wai Fong (‘‘Ms. Wong’’), 9.3% by Mr. Kwok Yiu Chung, 5.5% by Mr. Hui Chung Wah and 1.8% by Ms. Yang. As Ms. Wong is entitled to exercise more than one-third of the voting power at general meetings of Sure Wonder, Ms. Wong is taken to be interested in the 39,320,640 Shares in which Sure Wonder is interested under the SFO.

Save as disclosed above, as at the Latest Practicable Date, the Directors were not aware of any persons who had any interest or short position in the Shares or underlying Shares that would fall to be disclosed to the Company under the provisions of Divisions 2 and 3 of Part XV of the SFO, or which would be recorded in the Substantial Shareholders’ Register required to be kept under section 336 of the SFO or who, are directly or indirectly interested in 5% or more of the issued voting Shares.

4. DIRECTORS’ SERVICE CONTRACTS

As at the Latest Practicable Date, none of the Directors had any existing or proposed service contracts with any member of the Group which will expire or is not determinable by the Group within one year without payment of compensation other than statutory compensation.

5. DIRECTOR’S INTERESTS IN CONTRACTS AND ASSETS OF THE GROUP

As at the Latest Practicable Date, none of the Directors has or had any direct or indirect interest in any assets which have been acquired or disposed of by or leased to any member of the Group or are proposed to be acquired or disposed of by or leased to member of the Group since 31 March 2021, being the date to which the latest published audited consolidated financial statements of the Group were made up.

– III-3 –

GENERAL INFORMATION

APPENDIX III

None of the Directors was materially interested, directly or indirectly, in any contract or arrangement entered into by any member of the Group which was subsisting as at the Latest Practicable Date and which was significant in relation to the business of the Group.

6. COMPETING INTERESTS

As at the Latest Practicable Date, so far as the Directors are aware, none of the Directors or controlling shareholders or their respective Associates had any business or interest which competes or may compete with the business of the Group, or have or may have any other conflicts of interest with the Group.

7. LITIGATION

As at the Latest Practicable Date, no member of the Group was engaged in any litigation or claim of material importance and there was no litigation or claim of material importance known to the Directors to be pending or threatened against any member of the Group.

8. EXPERT AND CONSENT

The following is the qualification of the expert who has given opinions or advice which are contained in this Prospectus:

Name Qualification

HLB Hodgson Impey Cheng Limited certified public accountants

As at the Latest Practicable Date, (i) HLB Hodgson Impey Cheng Limited has given and has not withdrawn its written consent to the issue of this Prospectus with the inclusion therein of its letters and references to its name and/or its advice in the form and context in which they respectively appear; (ii) HLB Hodgson Impey Cheng Limited was not beneficially interested in any share of any member of the Group nor did it have any right (whether legally enforceable or not) to subscribe for or to nominate persons to subscribe for securities in any member of the Group; (iii) HLB Hodgson Impey Cheng Limited did not have any direct or indirect interest in any assets which have been acquired, or disposed of by, or leased to any member of the Group, or are proposed to be acquired, or disposed of by, or leased to any member of the Group since 31 March 2021 (the date to which the latest published audited consolidated financial statements of the Group were made up).

– III-4 –

GENERAL INFORMATION

APPENDIX III

9. MATERIAL CONTRACTS

The following contracts (not being contracts entered into in the ordinary course of business carried on or intended to be carried on by the Group) were entered into by the members of the Group during two years preceding the date of the Announcement and up to the Latest Practicable Date:

(a) the placing agreement dated 18 November 2019 entered into between the Company and a placing agent, pursuant to which the Company agreed to place, through the placing agent, on a best effort basis, a maximum of 240,000,000 new Shares to not less than six placees at a price of HK$0.255 per Share under general mandate, which was lapsed on 6 December 2019;
(b) the equity transfer agreement dated 23 December 2020 entered into between Smart Sino Enterprises Limited, a direct wholly-owned subsidiary of the Company and Liang Yu Lin, pursuant to which Smart Sino Enterprises Limited conditionally agreed to acquire, and Liang Yu Lin conditionally agreed to sell, 51% of the total equity interest in 漳州金田食品有限公司 (Zhangzhou Jintian Food Co., Limited*) for a consideration of HK$10,000,000, which was completed on 18 May 2021;
(c) the placing agreement dated 5 January 2021 entered into between the Company and a placing agent, pursuant to which the Company agreed to place, through the placing agent, on a best effort basis, a maximum of 240,000,000 new Shares to not less than six placees at a price of HK$0.029 per Share under general mandate, which was completed on 27 January 2021;
(d) the tenancy agreement dated 30 March 2021 entered into between Smart Sino Enterprises Limited (an indirectly wholly-owned subsidiary of the Group) as tenant and D&I Development Limited as landlord in respect of the lease of Unit 3205, 32/F. of West Tower, Shuk Tak Centre, Nos. 168–200 Connaught Road Central, Hong Kong (the ‘‘Office Premises’’) for a term of two years commencing from 1 April 2021 to 31 March 2023 (both days inclusive) with an option to renew for a further one year for the Office Premises; and
(e) the Placing Agreement.

– III-5 –

GENERAL INFORMATION

APPENDIX III

10. CORPORATE INFORMATION

Board of Directors

Executive Directors Mr. Chow Yik (Chairman) Mr. Chan Lap Ping Mr. Tsui Wing Tak

Independent non-executive Directors Mr. Chan Hoi Kuen Matthew Mr. Chong Alex Tin Yam Ms. Wong Syndia D

Audit Committee Mr. Chong Alex Tin Yam (Chairman) Mr. Chan Hoi Kuen Matthew Ms. Wong Syndia D

Remuneration Committee

Ms. Wong Syndia D (Chairman) Mr. Chow Yik Mr. Chan Hoi Kuen Matthew Mr. Chong Alex Tin Yam

Nomination Committee

Mr. Chan Hoi Kuen Matthew (Chairman) Ms. Wong Syndia D Mr. Chow Yik Mr. Chong Alex Tin Yam

Legal Compliance Committee

Mr. Chow Yik (Chairman) Mr. Chan Hoi Kuen Matthew Ms. Wong Syndia D Mr. Chong Alex Tin Yam

Registered office

Head office and principal place of business in Hong Kong

Cricket Square, Hutchins Drive P.O. Box 2681 Grand Cayman, KY1-1111 Cayman Islands

Room 1501, 15/F Vanta Industrial Centre 21–33 Tai Lin Pai Road Kwai Chung New Territories Hong Kong

– III-6 –

GENERAL INFORMATION

APPENDIX III

Principal share registrar and	Conyers Trust Company (Cayman) Limited
transfer office	Cricket Square, Hutchins Drive
	P.O. Box 2681
	Grand Cayman, KY1-1111
	Cayman Islands
Branch share registrar and	Union Registrars Limited
transfer office in Hong Kong	Suites 3301–04, 33/F
	Two Chinachem Exchange Square
	338 King’s Road
	North Point
	Hong Kong
Joint company secretaries	Mr. Chan Chiu Hung Alex
	Mr. Chan Yu Chi
Compliance officer	Mr. Chow Yik
Authorised representatives	Mr. Chow Yik
	Mr. Chan Yu Chi
Business address of Directors,	Room 1501, 15/F
senior management and	Vanta Industrial Centre
authorised representatives	21–33 Tai Lin Pai Road
	Kwai Chung
	New Territories
	Hong Kong
Principal bankers	Fubon Bank (Hong Kong) Limited
	Fubon Bank Building
	38 Des Voeux Road Central
	Hong Kong
	DBS Bank (Hong Kong) Limited
	G/F, The Center
	99 Queen’s Road Central
	Hong Kong

11. PARTIES INVOLVED IN THE RIGHTS ISSUE

The Company CBK Holdings Limited Room 1501, 15/F Vanta Industrial Centre 21–33 Tai Lin Pai Road Kwai Chung New Territories Hong Kong

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GENERAL INFORMATION

APPENDIX III

Legal adviser to the Company As to Hong Kong law Robertsons 57th Floor, The Center 99 Queen’s Road Central Hong Kong As to Cayman Islands law Conyers Dill & Pearman 29th Floor, One Exchange Square 8 Connaught Place Central, Hong Kong Financial adviser to the Amasse Capital Limited Company Room 1201, 12th Floor Prosperous Building 48–52 Des Voeux Road Central Hong Kong Auditor and reporting HLB Hodgson Impey Cheng Limited accountant 31/F, Gloucester Tower The Landmark, 11 Pedder Street Central Hong Kong Placing Agent Grand China Securities Limited Room 503 5/F, Loke Yew Building 50–52 Queen’s Road Central Hong Kong

12. PARTICULARS OF THE DIRECTORS AND SENIOR MANAGEMENT

Executive Directors

Mr. Chow Yik, aged 40, is the chairman of Board, an executive Director, the chairman of the legal compliance committee, a member of the remuneration committee and a member of the nomination committee. He obtained a bachelor’s degree in Engineering, majoring in Electronic and Communication Engineering from the City University of Hong Kong and is currently studying the Master of Business Administration programme (‘‘EMBA’’) at the School of Economics and Management of Tsinghua University.

Mr. Chan Lap Ping, aged 53, is an executive Director. Mr. Chan joined our Group as general manager in January 2004. He is primarily responsible for supervising the dayto-day operations of our restaurants. Mr. Chan has over 20 years of experience in restaurant operations in Hong Kong, of which he worked as a manager of various restaurants responsible for managing day-to-day operation of restaurants.

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GENERAL INFORMATION

APPENDIX III

Mr. Tsui Wing Tak, aged 52, was appointed as an executive Director. He is a fellow member of the Hong Kong Institute of Certified Public Accountants and a Certified Practising Accountant of CPA Australia. He holds a bachelor’s degree in Economics from Macquarie University in Australia. Mr. Tsui has over 25 years of extensive experience in corporate finance and accounting.

Independent non-executive Directors

Mr. Chan Hoi Kuen Matthew, aged 49, was appointed as an independent nonexecutive Director and the chairman of the nomination committee and a member of the legal compliance committee, the remuneration committee and the audit committee of our Group on 20 January 2017. Mr. Chan has over 10 years of corporate banking experience in Hong Kong.

Ms. Wong Syndia D, aged 37, was appointed as an independent non-executive Director, the chairman of the remuneration committee, a member of the legal compliance committee, a member of the audit committee and a member of the nomination committee. She was graduated from Edinburgh Napier University, United Kingdom with a bachelor’s degree in Communication, Advertising and Public Relations. She has over 10 years of experience in corporate finance. Ms. Syndia Wong is currently an investor relations manager of Silver Base Group Holdings Limited (stock code: 886), a company listed on Main Board of the Stock Exchange, which principally engaged in the distribution of a number of Chinese and overseas high-end liquor products, with baijiu as the most prominent items together with high quality wine and whiskey products from around the world; the establishment of an international sales network which covers different regions of China as well as various countries in Europe and Asia by means of a self-operated online sales platform ‘‘Wine Kingdom’’, which carries a host of diverse wine and liquor products; the development of the overseas market in the sales of various brands of Chinese cigarettes.

Mr. Chong Alex Tin Yam, aged 49, has cultivated nearly 20 years of entertainment, investment and financial advisory experiences in the Greater China, Japan, South Korea, Singapore and the United States of America (the ‘‘US’’) markets. From 2016 to 2018, he was the chief executive officer and executive director of Asia Fashion Holdings Limited, a company listed on the Main Board of the Singapore Stock Exchange in 2008 and delisted in September 2020. From 2013 to 2016, he was the director of Viriathus Capital LLC overseeing the US based investment bank’s Asia operation. From 2006 to 2008, he was a non-executive director of NutryFarm International Limited (formerly known as LottVision Limited), a company listed on the Main Board of the Singapore Stock Exchange (SGX:AZT).

Prior to commencing his commercial career in 2001, Mr. Chong spent 5 years working for the Hong Kong Government in the financial regulatory sector.

Mr. Chong received a Bachelor of Commerce Degree in Finance with honour from the University of Toronto and is a Certified Management Accountant (Australia).

– III-9 –

GENERAL INFORMATION

APPENDIX III

Senior management

Joint company secretaries

Mr. Chan Yu Chi, aged 62, has been the Chief Financial Officer since he joined the Group in January 2013. He is also a member of the legal compliance committee of the Group. He is principally responsible for overseeing the Group’s overall financial accounting and reporting as well as corporate governance matters. Mr. Chan has over 20 years of experience in the auditing and accounting profession.

Mr. Chan graduated from the Open University of Hong Kong (formerly known as the Open Learning Institute of Hong Kong) with three respective degrees. He obtained a bachelor’s and a master’s degree in business administration in December 1995 and December 2001, respectively. He also obtained a master’s degree of Electronic Commerce in December 2007. Mr. Chan has been admitted as a certified public accountant of HKICPA (formerly known as the Hong Kong Society of Accountants) since January 1999. He has further become a member of the Association of Chartered Certified Accountants (ACCA) since September 1999 and has been its fellow since September 2004.

Mr. Chan was awarded the Certificate in Personnel Management by the School of Continuing Education of Hong Kong Baptist University. Mr. Chan obtained the 5-S Lead Auditor (Green Belt) Certificate from HK5-S Association in December 2008. He also obtained the ERS 5S Management Certificate from Hong Kong Environmental Resource and Safety Institute and the Basic Food Hygiene Certificate for Food Hygiene Managers from Hong Kong Christian Service Kwun Tong Vocational Training Council in April and October 2009, respectively.

On 31 March 2021, Mr. Chan was appointed as the company secretary of Palace Banquet Holdings Limited (stock code: 1703), a company listed on the Main Board of the Stock Exchange and is principally engaged in the operation of Chinese restaurants in Hong Kong.

Mr. Chan Chiu Hung Alex, aged 55, was appointed as the joint company secretary. He has over 18 years of experience in managing companies listed in Hong Kong or overseas. He obtained his bachelor of business administration (honours) degree in finance from the Hong Kong Baptist University in 1990, and an advance diploma in specialist taxation from the Hong Kong Institute of Certified Public Accountants in 2012. Mr. Chan is currently a fellow member of The Chartered Governance Institute, a fellow member of the Hong Kong Institute of Chartered Secretaries, a fellow member of the Association of Chartered Certified Accountants, a fellow member of the Institute of Chartered Accountants in England and Wales and a member of the Hong Kong Institute of Certified Public Accountants.

Compliance officer

Mr. Chow Yik is the compliance officer of the Company. Mr. Chow Yik’s biography is set out in the subsection headed ‘‘Executive Directors’’ above.

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GENERAL INFORMATION

APPENDIX III

13. AUDIT COMMITTEE

As at the Latest Practicable Date, the audit committee of the Board (the ‘‘Audit Committee’’) comprised of, namely Mr. Chong Alex Tin Yam (the Chairman of the Audit Committee), Mr. Chan Hoi Kuen Matthew and Ms. Wong Syndia D. The background, directorship and past directorship (if any) of each of the members of the Audit Committee are set out in the section headed ‘‘12. Particulars of the Directors and senior management’’ in this appendix. The primary role and function of the Audit Committee are to oversee the relationship with the external auditors, to review the Group’s preliminary quarterly results, interim results and annual results and to monitor compliance with statutory and listing requirements.

14. EXPENSES

The expenses in connection with the Rights Issue, including financial advisory fees, placing commission (assuming nil acceptance of the Rights Shares by the Eligible Shareholders and placing all Unsubscribed Rights Shares and the IS Unsold Rights Shares by the Placing Agent), printing, registration, translation, legal and accountancy charges are estimated to be approximately HK$2.21 million, which are payable by the Company.

15. BINDING EFFECT

The Prospectus Documents and all acceptances of any offer or application contained therein are governed by and shall be construed in accordance with the laws of Hong Kong. The Prospectus Documents shall have the effect, if an application is made in pursuance hereof, of rendering all persons concerned bound by all provisions (other than the penal provisions) of sections 44A and 44B of the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Chapter 32 of the Laws of Hong Kong), so far as applicable.

16. DOCUMENTS DELIVERED TO THE REGISTRAR OF COMPANIES IN HONG KONG

A copy of each of the Prospectus Documents, and the written consent as referred to in the paragraph headed ‘‘8. Expert and Consent’’ of this appendix, have been registered by the Registrar of Companies in Hong Kong as required by Section 342C of the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Chapter 32 of the Laws of Hong Kong).

17. DOCUMENTS AVAILABLE FOR INSPECTION

Copies of the following documents will be available for inspection during normal business hours from 9:00 a.m. to 5:00 p.m. on any Business Day at the principal place of business of the Company in Hong Kong at Room 1501, 15/F, Vanta Industrial Centre, 21–33 Tai Lin Pai Road, Kwai Chung, New Territories, Hong Kong during the period of 14 days from the date of this Prospectus:

(a) the memorandum and articles of association of the Company;

– III-11 –

GENERAL INFORMATION

APPENDIX III

(b) the annual reports of the Company for the three years ended 31 March 2019 to 2021;
(c) the accountant’s report on the unaudited pro forma financial information of the Group as set out in Appendix II of this Prospectus;
(d) the material contracts referred to in the paragraph headed ‘‘9. Material Contracts’’ of this appendix;
(e) the written consent from the expert referred to in the paragraph headed ‘‘8. Expert and Consent’’ of this appendix;
(f) the Prospectus Documents; and
(g) the Circular.

18. MISCELLANEOUS

(a) As at the Latest Practicable Date, to the best knowledge of the Directors, there was no restriction affecting the remittance of profit or repatriation of capital of the Company into Hong Kong from outside Hong Kong.
(b) As at the Latest Practicable Date, the Group had no exposure to foreign exchange liabilities.
(c) The English text of this Prospectus shall prevail over the Chinese text in case of any inconsistency.

– III-12 –

AI assistant

CBK Holdings Limited — Capital/Financing Update 2021

51441_rns_2021-08-05_b409a4e5-ea69-43af-ad51-e6a794dd1783.pdf

CBK Holdings Limited 國茂控股有限公司

PROPOSED RIGHTS ISSUE ON THE BASIS OF THREE (3) RIGHTS SHARES FOR EVERY TWO (2) SHARES HELD ON THE RECORD DATE ON A NON-UNDERWRITTEN BASIS

DEFINITIONS

DEFINITIONS

DEFINITIONS

DEFINITIONS

EXPECTED TIMETABLE

EXPECTED TIMETABLE

Events

Time and Date

Payment of Net Gain to relevant

EFFECT OF BAD WEATHER ON THE LATEST TIME FOR ACCEPTANCE OF AND PAYMENT FOR THE RIGHTS SHARES

CBK Holdings Limited 國茂控股有限公司

(Stock Code: 8428)

PROPOSED RIGHTS ISSUE ON THE BASIS OF THREE (3) RIGHTS SHARES FOR EVERY TWO (2) SHARES HELD ON THE RECORD DATE ON A NON-UNDERWRITTEN BASIS

INTRODUCTION

PROPOSED RIGHTS ISSUE

Issue statistics

Non-underwritten basis

LETTER FROM THE BOARD

Subscription Price

Eligible Shareholders and Ineligible Shareholders

Rights of Overseas Shareholder(s)

LETTER FROM THE BOARD

Procedures for acceptance and payment or transfer

LETTER FROM THE BOARD

Conditions of the Rights Issue

Basis of provisional allotments

Status of Rights Shares

Fractions of Rights Shares

Share certificates and refund cheques for Rights Issue

Stamp duty and other applicable fees

Application for listing

Rights Shares will be eligible for admission into CCASS

Procedures in respect of the Unsubscribed Rights Shares and the IS Unsold Rights Shares and the Compensatory Arrangements

LETTER FROM THE BOARD

Placing Agreement for the Unsubscribed Rights Shares and the IS Unsold Rights Shares

Effect of the Rights Issue on shareholdings in the Company

Reasons for the Rights Issue and use of proceeds

LETTER FROM THE BOARD

(i) Food Court

(ii) Restaurant A

(iii) Restaurant B

Debt financing

Other equity fund raising options

LETTER FROM THE BOARD

Fund raising activity of the Company during the past twelve months

WARNING OF THE RISKS OF DEALING IN THE SHARES AND NIL-PAID RIGHTS SHARES

ADDITIONAL INFORMATION

1. SUMMARY OF FINANCIAL INFORMATION

2. INDEBTEDNESS STATEMENT

Borrowings

Lease liabilities

3. WORKING CAPITAL

4. MATERIAL ADVERSE CHANGE

5. FINANCIAL AND TRADING PROSPECTS OF THE GROUP

INDEPENDENT REPORTING ACCOUNTANTS’ ASSURANCE REPORT ON THE COMPILATION OF PRO FORMA FINANCIAL INFORMATION

To the Board of Directors of CBK Holdings Limited

Directors’ Responsibilities for the Unaudited Pro Forma Financial Information

Our Independence and Quality Control

Reporting Accountants’ Responsibilities

Opinion

UNAUDITED PRO FORMA STATEMENT OF ADJUSTED CONSOLIDATED NET TANGIBLE ASSETS OF THE GROUP

UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE GROUP

1. RESPONSIBILITY STATEMENT

2. SHARE CAPITAL

(a) As at the Latest Practicable Date

(b) Immediately following completion of the Rights Issue

3. DISCLOSURE OF INTERESTS

(a) Directors’ and chief executive’s interests in the Company

Long positions in the Shares and the underlying Shares

(b) Substantial shareholders and other persons’ interests in Shares and underlying Shares

4. DIRECTORS’ SERVICE CONTRACTS

5. DIRECTOR’S INTERESTS IN CONTRACTS AND ASSETS OF THE GROUP

6. COMPETING INTERESTS

7. LITIGATION

8. EXPERT AND CONSENT

CBK Holdings Limited Capital/Financing Update 2021