CBK Holdings Limited - Capital/Financing Update 2021

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

This announcement appears for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for the securities of the Company.

CBK Holdings Limited 國茂控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 8428)

(I) PROPOSED SHARE CONSOLIDATION;

(II) PROPOSED INCREASE IN AUTHORISED SHARE CAPITAL; AND (III) 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

Placing Agent

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(I) PROPOSED SHARE CONSOLIDATION

The Board proposes to implement the Share Consolidation on the basis that every ten (10) issued and unissued Existing Shares of par value of HK$0.01 each in the share capital of the Company will be consolidated into one (1) Consolidated Share of par value of HK$0.10 each. The Share Consolidation is conditional upon, among other things, the approval of the Shareholders by way of ordinary resolution at the EGM. Subject to the satisfaction of the conditions in the paragraph headed ‘‘(I) PROPOSED SHARE CONSOLIDATION — Conditions of the Share Consolidation’’ in this announcement, the Share Consolidation will become effective on the second Business Day immediately after the date of the EGM.

(II) PROPOSED INCREASE IN AUTHORISED SHARE CAPITAL

The Board proposes to seek the approval from Shareholders by way of ordinary resolution at the EGM of an 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 10,000,000,000 Existing Shares (or 1,000,000,000 Consolidated Shares after the Share Consolidation becoming effective). Subject to the passing of an ordinary resolution by the Shareholders at the EGM to approve the Increase in Authorised Share Capital, the Increase in Authorised Share Capital will become effective on the date of the EGM.

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(III)PROPOSED RIGHTS ISSUE

Conditional upon the Increase in Authorised Share Capital having been approved by the Shareholders at the EGM and becoming effective, the Company proposes to raise up to approximately HK$36.72 million (before expenses) by issuing up to 2,160,000,000 new Shares (or 216,000,000 Consolidated Shares after the Share Consolidation becoming effective) to the Eligible Shareholders by way of the Rights Issue at the Subscription Price of HK$0.017 per Rights Share (or HK$0.17 per Rights Share after the Share Consolidation becoming effective) on the basis of three (3) Rights Shares for every two (2) Shares held on the Record Date. The net proceeds (after deducting all relevant expenses) from the Rights Issue are estimated to be approximately HK$34.51 million. The net price per Rights Share will be approximately HK$0.016. 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 Rights Issue will not be available to the Ineligible Shareholders. To qualify for the Rights Issue, a non-registered holder or an investor must be registered as a member of the Company on the Record Date and be an Eligible Shareholder. In order to be registered as a member of the Company on the Record Date, all transfers of existing Shares (together with the relevant share certificate(s)) must be lodged with the Registrar by no later than 4:00 p.m. on Thursday, 29 July 2021. The Company will send the Prospectus Documents to the Eligible Shareholders and the Prospectus (without the PALs), for information only to the extent permitted under the relevant laws and regulations and reasonably practicable, to the Ineligible Shareholders on the Despatch Date.

Closure of register of members

The register of members of the Company will be closed from Monday, 19 July 2021 to Friday, 23 July 2021 (both days inclusive) for determining the identity of the Shareholders’ entitlements to attend and vote at the EGM.

The register of members of the Company will be closed from Friday, 30 July 2021 to Thursday, 5 August 2021 (both days inclusive) for determining the entitlements to the Rights Issue.

No transfer of any issued Shares will be registered during these periods.

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GEM LISTING RULES IMPLICATIONS

Share Consolidation

The Share Consolidation is conditional upon, among other things, the approval by the Shareholders by way of ordinary resolution at the EGM. To the best of the Directors’ knowledge, information and belief having made all reasonable enquiries, as none of the Shareholders or their Associates would have any interest in the Share Consolidation, no Shareholder would be required to abstain from voting in favour of the resolution(s) relating to the Share Consolidation at the EGM.

Rights Issue

Since the Rights Issue will increase the issued share capital of the Company by more than 50%, in accordance with Rule 10.29(1) of the GEM Listing Rules, the Rights Issue must be made conditional on, amongst other things, the approval by the Independent Shareholders at which any controlling shareholders of the Company and their respective associates or, where there are no controlling shareholders of the Company, the Directors (excluding the independent non-executive Directors) and the chief executive of the Company, and their respective associates shall abstain from voting in favour of the Rights Issue.

As at the date of this announcement, no Shareholders will be required to abstain from voting in favour of the Rights Issue in accordance with Rule 10.29(1) of the GEM Listing Rules.

The Company has not conducted any rights issue, open offer and/or specific mandate placing within the 12-month period immediately preceding the date of this announcement, or prior to such 12-month period where dealing in respect of the Shares issued pursuant thereto commenced within such 12-month period, nor has it issued any bonus securities, warrants or other convertible securities within such 12-month period. The Rights Issue does not result in a theoretical dilution effect of 25% or more on its own.

ESTABLISHMENT OF INDEPENDENT BOARD COMMITTEE AND APPOINTMENT OF INDEPENDENT FINANCIAL ADVISER

The Independent Board Committee comprising all the independent non-executive Directors has been established to provide recommendations to the Independent Shareholders in connection with the Rights Issue and the transactions contemplated thereunder. Messis Capital Limited has been appointed as the Independent Financial Adviser with the approval of the Independent Board Committee to advise the Independent Board Committee and the Independent Shareholders in respect of the terms of the Rights Issue and the transactions contemplated thereunder, and as to voting.

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GENERAL

The EGM will be convened and held for the Shareholders to consider and, if thought fit, approve the Share Consolidation, the Increase in Authorised Share Capital and the Rights Issue and the respective transactions contemplated thereunder.

A circular containing, among other things, (i) further details of (a) the Share Consolidation; (b) the Increase in Authorised Share Capital; and (c) the Rights Issue; (ii) a letter of recommendation from the Independent Board Committee to the Independent Shareholders in respect of the Rights Issue; (iii) a letter of advice from the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders on the Rights Issue; and (iv) a notice convening the EGM, is expected to be despatched to the Shareholders as soon as practicable in accordance with the requirements of the GEM Listing Rules.

Subject to the approval of the Increase in Authorised Share Capital by the Shareholders and the approval of the Rights Issue by the Independent Shareholders at the EGM, the Prospectus Documents containing further details of the Rights Issue are expected to be despatched to the Eligible Shareholders on Friday, 6 August 2021, and the Prospectus will be despatched to the Ineligible Shareholders for information purposes only to the extent permitted under the relevant laws and regulations and reasonably practicable.

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

Shareholders and potential investors of the Company should note that the Share Consolidation is not conditional upon the completion of the Rights Issue, the Share Consolidation is conditional upon satisfaction of the conditions as set out in the paragraph headed ‘‘(I) PROPOSED SHARE CONSOLIDATION — Conditions of the Share Consolidation’’ in this announcement. Accordingly, the Share Consolidation may or may not finally proceed. Shareholders and potential investors of the Company are advised to exercise caution when dealing in the Shares.

Shareholders and potential investors of the Company should note that the Rights Issue is not conditional upon the Share Consolidation becoming effective, the Rights Issue is conditional upon satisfaction of the conditions as set out in the paragraph headed ‘‘(III) PROPOSED RIGHTS ISSUE — Conditions of the Rights Issue’’ in this announcement. 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 are expected to be 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.

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The Rights Issue will proceed on a non-underwritten basis irrespective of the level of acceptance of the provisionally allotted Rights Shares. Any Shareholder or other person dealing in the Shares or in the nil-paid Rights Shares up to the date on which all the conditions to which the Rights Issue is subject are fulfilled will accordingly bear the risk that the Rights Issue may not become unconditional or may 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).

(I) PROPOSED SHARE CONSOLIDATION

Effects of the Share Consolidation

As at the date of this announcement, the authorised share capital of the Company is HK$20,000,000 divided into 2,000,000,000 Shares of par value of HK$0.01 each, of which 1,440,000,000 Shares have been issued and are fully paid or credited as fully paid.

Immediately after the Share Consolidation becoming effective and assuming the Increase in Authorised Share Capital has become effective, and assuming that no further Existing Shares will be issued or repurchased from the date of this announcement up to the effective date of the Share Consolidation, the authorised share capital of the Company shall become HK$100,000,000 divided into 1,000,000,000 Consolidated Shares of par value of HK$0.10 each, of which 144,000,000 Consolidated Shares will have been issued and will be fully paid or credited as fully paid. Immediately after the Share Consolidation becoming effective and assuming the Increase in Authorised Share Capital has not been approved by the Shareholders at the EGM, and assuming that no further Existing Shares will be issued or repurchased from the date of this announcement up to the effective date of the Share Consolidation, the authorised share capital of the Company shall become HK$20,000,000 divided into 200,000,000 Consolidated Shares of par value of HK$0.10 each, of which 144,000,000 Consolidated Shares will have been issued and will be fully paid or credited as fully paid.

Upon the Share Consolidation becoming effective, the Consolidated Shares shall rank pari passu in all respects with each other. The Share Consolidation will not result in any change in the rights of the Shareholders. Other than the expenses to be incurred in relation to the Share Consolidation, the implementation thereof will not alter the underlying assets, business operations, management or financial position of the

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Company or the proportionate interests or rights of the Shareholders, save for any fractional Consolidated Shares which will not be allocated to the Shareholders who may otherwise be entitled.

Conditions of the Share Consolidation

The Share Consolidation is conditional upon the following conditions being fulfilled:

(a) the passing of an ordinary resolution to approve the Share Consolidation by the Shareholders at the EGM;
(b) the GEM Listing Committee of the Stock Exchange granting the listing of, and permission to deal in, the Consolidated Shares upon the Share Consolidation becoming effective; and
(c) the compliance with all relevant procedures and requirements under the laws of the Cayman Islands (where applicable) and GEM Listing Rules to effect the Share Consolidation.

Subject to the fulfilment of the conditions of the Share Consolidation, the effective date of the Share Consolidation is expected to be on Tuesday, 27 July 2021, being the second Business Day immediately after the date of the EGM.

As at the date of this announcement, none of the above conditions have been fulfilled.

Application for listing

Application will be made to the Stock Exchange for the listing of, and permission to deal in, the Consolidated Shares arising from the Share Consolidation. 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.

Subject to the granting of listing of, and permission to deal in, the Consolidated Shares on the Stock Exchange, the Consolidated Shares will be accepted as eligible securities by HKSCC for deposit, clearance and settlement in CCASS with effect from the commencement date of dealings in the Consolidated Shares on the Stock Exchange or such other date 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 settlement day thereafter. All activities under CCASS are subject to the General Rules of CCASS and CCASS Operational Procedures in effect from time to time. The Consolidated Shares will be identical in all respects and rank pari passu in all respects with each other as to all future dividends and distributions which are declared, made or paid. All necessary arrangements will be made for the Consolidated Shares to be admitted into CCASS.

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Free exchange of share certificates

Subject to the Share Consolidation becoming effective, which is expected to be on Tuesday, 27 July 2021, Shareholders may on or after Tuesday, 27 July 2021 and until Thursday, 2 September 2021 (both days inclusive) submit their existing share certificates (in blue colour) for the Existing Shares to the Registrar for exchange for new share certificates (in green colour) for the Consolidated Shares at the expense of the Company. Thereafter, share certificates for the Existing Shares will be accepted for exchange only on payment of a fee of HK$2.50 (or such higher amount as may from time to time be specified by the Stock Exchange) for each share certificate issued for the Consolidated Shares or each existing share certificate for the Existing Shares submitted for cancellation, whichever the number of certificates issued or cancelled is higher.

After 4:00 p.m. on Thursday, 2 September 2021, existing share certificates in blue colour for the Existing Shares will continue to be good evidence of legal title and may be exchanged for share certificates in green colour for Consolidated Shares at any time but are not acceptable for trading, settlement and registration purposes.

Fractional Shares, odd lot arrangements and matching services

Fractional Consolidated Shares will not be issued by the Company to the Shareholders. Any fractional entitlements of the Consolidated Shares will be aggregated and sold for the benefit of the Company. In order to facilitate the trading of odd lots (if any) of the Consolidated Shares arising from the Share Consolidation, a designated broker will be appointed to match the purchase and sale of odd lots of the Consolidated Shares at the relevant market price per Consolidated Share for the period from Tuesday, 10 August 2021 to Monday, 30 August 2021 (both days inclusive). Holders of odd lots of the Consolidated Shares should note that successful matching of the sale and purchase of odd lots of the Consolidated Shares is not guaranteed. Any Shareholder who is in any doubt about the odd lot arrangement is recommended to consult his, or her, or its own professional advisers. Details of the matching service will be provided in the circular to be despatched to the Shareholders.

Reasons for the share consolidation

Pursuant to Rule 17.76 of the GEM Listing Rules, where the market price of the securities of an issuer approaches the extremities of HK$0.01 or HK$9,995.00, the issuer may be required either to change the trading method or to proceed with a consolidation or splitting of its securities. The ‘‘Guide on Trading Arrangements for Selected Types of Corporate Actions’’ issued by the Hong Kong Exchanges and Clearing Limited on 28 November 2008 and updated on 1 October 2020 (the ‘‘Guide’’) has further stated that market price of the shares at a level less than HK$0.1 will be considered as trading at extremity as referred to under Rule 17.76 of the GEM Listing Rules. It has also stated in the Guide that taking into account the minimum transaction costs for a securities trade, the expected board lot value should be greater than HK$2,000.

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Since 7 December 2020, the closing prices of the Shares were trading below HK$0.1 and were trading at under HK$2,000 per board lot. The proposed Share Consolidation will bring a corresponding upward adjustment in the trading price of the Company and enable the Company to increase the market price as well as each board lot value of the Shares so as to comply with the requirements under the GEM Listing Rules and the Guide.

In view of above, the Board considers that the Share Consolidation is in the best interests of the Company and the Shareholders as a whole.

(II) PROPOSED INCREASE IN AUTHORISED SHARE CAPITAL

In order to accommodate the growth of the Group and to provide the Company with greater flexibility to raise funds from the Rights Issue, the Board proposes the Increase in Authorised Share Capital. The Board considers the Increase in Authorised Share Capital is in the interests of the Company and the Shareholders as a whole.

The Increase in Authorised Share Capital is conditional upon the passing of an ordinary resolution by the Shareholders at the EGM.

(III) 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 1,440,000,000 Shares (or 144,000,000 the date of this announcement: Consolidated Shares after the Share Consolidation becoming effective)

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Number of Rights Shares:

Up to 2,160,000,000 Rights Shares (or up to 216,000,000 Rights Shares after the Share Consolidation becoming effective) (assuming there is no change in the number of issued Shares of the Company on or before the Record Date other than the Share Consolidation becoming effective)

Subscription Price:

HK$0.017 per Rights Share with nominal value of HK$0.01 each (or HK$0.17 per Rights Share with nominal value of HK$0.10 each after the Share Consolidation becoming effective)

Aggregate nominal value of the Rights Shares:

Up to HK$21,600,000 (assuming there is no change in the number of issued Shares of the Company on or before the Record Date)

Maximum funds raised before Up to approximately HK$36.72 million (assuming expenses: all the Rights Shares will be taken up and no change in the number of Shares in issue until Record Date)

As at the date of this announcement, 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 2,160,000,000 nil-paid Rights Shares (or 216,000,000 nil-paid Rights Shares after the Share Consolidation becoming effective) proposed to be provisionally allotted represent 150% of the Company’s issued Share capital as at the date of this announcement and approximately 60% of the Company’s issued Share capital 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, the 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 Shareholders to apply on the basis that if the Rights Shares are not fully taken up, the application of any Shareholder (except for HKSCC Nominees Limited) for his/her/its assured entitlement under the Rights Issue will be

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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.

As at the date of this announcement, Sure Wonder has given its intention to take up the Rights Shares to be provisionally allotted to it under the Rights Issue.

Subscription Price

The Subscription Price for the Rights Shares is HK$0.017 per Rights Share (or HK$0.17 per Rights Share after the Share Consolidation becoming effective), 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 discount of approximately 22.73% to the closing price of HK$0.022 per Share as quoted on the Stock Exchange on the Last Trading Day;
(ii) a discount of approximately 19.05% to the closing price of approximately HK$0.021 per Share for the last five consecutive trading days as quoted on the Stock Exchange immediately prior to the Last Trading Day;
(iii) a discount of approximately 19.05% to the closing price of approximately HK$0.021 per Share for the last ten consecutive trading days as quoted on the Stock Exchange immediately prior to the Last Trading Day;
(iv) a discount of approximately 10.53% to the theoretical ex-rights price of approximately HK$0.019 per Share based on the Benchmarked Price of HK$0.022;
(v) the same as the audited consolidated net assets attributable to the Shareholders per Share of approximately HK$0.017 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 1,440,000,000 Shares in issue as at the date of this announcement; and
(vi) 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$0.019 per Share to the Benchmarked Price of approximately HK$0.022 per Share.

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.

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The Directors (excluding the independent non-executive Directors whose opinion will be set out in the circular of the Company after taking into account the advice from the Independent Financial Adviser) 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.

In order for a non-registered holder or an investor to be registered as a member of the Company by the Record Date, transfers of the Shares (with the relevant share certificates) must be lodged with the Registrar, Union Registrars Limited, at Suites 3301–04, 33/F., Two Chinachem Exchange Square, 338 King’s Road, North Point, Hong Kong by 4:00 p.m. on Thursday, 29 July 2021. The last day for dealing in the Shares on a cum-rights basis is Tuesday, 27 July 2021.

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. 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 is in the process of making 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 Overseas Shareholders will become Ineligible Shareholders and the Rights Issue will not be extended to them. The

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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 nilpaid 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 date of this announcement, there is only one Overseas Shareholder, being Sure Wonder, with registered addresses in the British Virgin Islands. Sure Wonder holds 393,206,400 Shares, representing approximately 27.31% of the issued share capital of the Company.

Overseas Shareholders should note that they may or may not be entitled to the Rights Issue, subject to the results of enquiries made by the Directors pursuant to Rule 17.41(1) of the GEM Listing Rules. Accordingly, the Overseas Shareholders should exercise caution when dealing in the Shares.

Closure of register of members

The register of members of the Company will be closed from Friday, 30 July 2021 to Thursday, 5 August 2021 (both days inclusive) for determining the Shareholders’ entitlements to the Rights Issue.

No transfer of any issued Shares of the Company will be registered during these periods.

Conditions of the Rights Issue

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

(1) the Rights Issue having been approved by the Independent Shareholders at the EGM;
(2) the Increase in Authorised Share Capital of the Company having been approved by the Shareholders at the EGM and having become effective;

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(3) 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;
(4) 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 Companies Registry by no later than the Despatch Date;
(5) the posting of the Prospectus to the Ineligible Shareholders 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.

Basis of provisional allotments

The basis of the provisional allotment shall be three (3) Rights Shares (in nil-paid form) 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

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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.

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 risk, 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 risk, 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 will apply 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 fullypaid 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 date of this announcement. 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.

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 nilpaid and fully-paid 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. Shareholders should seek advice from their stockbroker or other professional adviser for details of those settlement arrangements and how such arrangements will affect their rights and interests.

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

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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.

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.

– 15 –

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.

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 and ending on 4:00 p.m. on the sixth Business Day after the Latest Time for Acceptance.

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:

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.

– 16 –

Conditions precedent of the The obligations of the Placing Agent under the Placing Agreement 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;
(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
(vi) 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).

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.

– 17 –

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 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 (i) as at the date of this announcement; (ii) immediately after completion of the Rights Issue (assuming nil acceptance of the Rights Shares by the 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):

Before the Share Consolidation becoming effective

Sure Wonder The Placees Other public Shareholders Total	As at the date of this announcement Number of shares Approximate (%) 393,206,400 27.31 — — 1,046,793,600 72.69 1,440,000,000 100.00	Immediately after completion of the Rights Issue (assuming nil acceptance by the Eligible Shareholders other than Sure Wonder) Number of shares Approximate (%) 448,412,228 (Note 1) 29.99 — — 1,046,793,600 70.01 1,495,205,828 100.00	Immediately after completion of the Rights Issue (assuming full acceptance by the Eligible Shareholders) Number of shares Approximate (%) 983,016,000 27.31 — — 2,616,984,400 72.69 3,600,000,000 100.00	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 (%) 983,016,000 27.31 1,570,190,400 43.61 1,046,793,600 29.08 3,600,000,000 100.00	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 (%) 983,016,000 27.31 1,570,190,400 43.61 1,046,793,600 29.08 3,600,000,000 100.00
					100.00

– 18 –

After the Share Consolidation becoming effective

Sure Wonder The Placees Other public Shareholders Total	As at the date of this announcement 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

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$0.016. On the assumption that only Sure Wonder takes up 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 55,205,828 Rights Shares (or 5,520,582 Rights Share after the Share Consolidation becoming effective) 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.

– 19 –

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
(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 7.27 million or more, other such remaining Net Proceeds will be applied for general working capital of the Group); and
(c) General working capital of the Group.

– 20 –

(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 the 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 the 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.

As at the date of this announcement, 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	Expected
	location	square foot)	month	Expected term	Cuisine type	capacity	Availability
The Food Court	Tsim Sha	4,964 sf.	HK$310,000	3 years (with an	It will be a	260 seats	According to the
	Tsui	(lettable	per month	option to	composite of 4		landlord, the
		area)		renew 3 more	restaurants		existing tenancy
				years)	offering Korean		agreement of the
					style cuisine		premises will
							expire in
							September 2021.
Restaurant A	Jordan	3855 sf.	HK$220,000	3 years (with an	Asian style cuisine	200 seats	The existing tenancy
			per month	option to			agreement of the
				renew 3 more			premises will
				years)			expire in June
							2021
Restaurant B	Causeway	6,378 sf. (usage	HK$180,000 to	3 years (with an	Asian style cuisine	100 seats	The premise is
	Bay	area 4,200	HK$240,000	option to			vacant
		sf.)	per month	renew 3 more
				years)

– 21 –

(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 date of this announcement, 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 in
Brand name	Cuisine type	Hong Kong
SHINMAPO BBQ (新麻蒲BBQ)	Korea BBQ	4
NeNe Chicken	Korea fried chicken	5
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 (炸醬面) 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.

The Company considers that the Food Court is a key major development and strategic movement of the Group. As at the date of this announcement, 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 midNovember to early December 2021.

– 22 –

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 September to November 2021 8,000 1,300 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 date of this announcement, the Company is in the process of negotiating and finalizing the terms of the lease with the relevant landlord.

(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 midNovember 2021 and early-December 2021.

As at the date of this announcement, the premises for Restaurant B is currently vacant and the Company has preliminarily agreed with the relevant landlord on the rent and term.

– 23 –

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 and (ii) dine-in services at restaurants was extended to 10 p.m.. 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.

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.

– 24 –

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 (excluding the independent non-executive Directors whose opinion will be set out in the circular of the Company after taking into account the advice from the Independent Financial Adviser) consider that the Rights Issue is in the interests of the Company and the Shareholders as a whole.

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 this 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	Used for general working
27 January 2021	shares under	HK$6.8 million	capital	capital of the Group,
	general mandate			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 date of this announcement.

GEM LISTING RULES IMPLICATIONS

Share Consolidation

– 25 –

Rights Issue

Since the Rights Issue will increase the issued share capital of the Company by more than 50%, in accordance with Rule 10.29(1) of the GEM Listing Rules, the Rights Issue must be made conditional on, amongst other things, the approval by the Independent Shareholders at which any controlling shareholders of the Company and their respective Associates or, where there are no controlling shareholders of the Company, the Directors (excluding the independent non-executive Directors) and the chief executive of the Company, and their respective Associates shall abstain from voting in favour of the Rights Issue.

As at the date of this announcement, no Shareholders will be required to abstain from voting in favour of the Rights Issue in accordance with Rule 10.29(1) of the GEM Listing Rules.

EXPECTED TIMETABLE

The expected timetable for the proposed Share Consolidation, the Increase in Authorised Share Capital, the Rights Issue and the Placing and the associated trading arrangement is set out below. The expected timetable is subject to the results of the EGM and satisfaction of the conditions and is therefore for indicative purpose only. 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 announcement refer to Hong Kong local times and dates.

Publication of the announcement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Wednesday, 23 June 2021 Expected despatch date of circular with notice and form of proxy for the EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Wednesday, 7 July 2021 Latest time for lodging transfers of Shares to qualify for attendance and voting at the EGM. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4:00 p.m. on Friday, 16 July 2021 Closure of register of members of the Company for attending the EGM. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Monday, 19 July 2021 to Friday, 23 July 2021 (both days inclusive) Latest time for lodging forms of proxy for the purpose of the EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11:00 a.m. on Wednesday, 21 July 2021

– 26 –

Record date for determining attendance and voting at the EGM. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Friday, 23 July 2021 Expected date and time of the EGM. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11:00 a.m. on Friday, 23 July 2021 Announcement of poll results of the EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Friday, 23 July 2021 Effective date of the Increase in Authorised Share Capital. . . . . . . . . . . . . . Friday, 23 July 2021 Register of members of the Company re-opens. . . . . . . . . . . . . . . . . . . . . . . . Monday, 26 July 2021 Effective date of the Share Consolidation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Tuesday, 27 July 2021 First day of free exchange of existing share certificates for new share certificates for Consolidated Shares . . . . . . . . . . . . . . . . . . Tuesday, 27 July 2021 Commencement of dealings in the Consolidated Shares. . . . . . . . . . . . . . . 9:00 a.m. on Tuesday, 27 July 2021 Original counter for trading in Existing Shares in the board lot size of 12,000 Existing Shares (in the form of existing share certificates) temporarily closes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9:00 a.m. on Tuesday, 27 July 2021 Temporary counter for trading in the Consolidated Shares in the board lot size of 1,200 Consolidated Shares (in the form of existing share certificates) opens. . . . . . . . . . . . . . . . . . . . 9:00 a.m. on Tuesday, 27 July 2021 Last day of dealings in the Shares on a cum-right basis relating to the Rights Issue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Tuesday, 27 July 2021 First day of dealings in the Shares on an ex-right basis relating to the Rights Issue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Wednesday, 28 July 2021 Latest time for lodging transfer of Shares in order to be qualified for the Rights Issue. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4:00 p.m. on Thursday, 29 July 2021 Closure of register of members of the Company for the Rights Issue. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Friday, 30 July 2021 to Thursday, 5 August 2021 (both days inclusive) Record Date of the Rights Issue. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Thursday, 5 August 2021 Register of members of the Company re-opens. . . . . . . . . . . . . . . . . . . . . . . . Friday, 6 August 2021

– 27 –

Despatch of the Prospectus Documents for the Rights Issues. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Friday, 6 August 2021 First day of dealings in nil-paid Rights Shares . . . . . . . . . . . . . . . . . . . . . . . . 9:00 a.m. on Tuesday, 10 August 2021 Original counter for trading in the Consolidated Shares in the board lot size of 12,000 Consolidated Shares (in the form of new share certificates) reopens. . . . . . . . . . . . . . . . . . . . . . 9:00 a.m. on Tuesday, 10 August 2021 Parallel trading in the Consolidated Shares (in the form of both existing share certificates in board lot size of 1,200 Consolidated Shares and new share certificates in board lot size of 12,000 Consolidated Shares) commences. . . . . . . . . . . . . . . . . . . . . . . . . . . . 9:00 a.m. on Tuesday, 10 August 2021 Designated broker starts to stand in the market to provide matching services for odd lots of the Consolidated 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

– 28 –

Designated broker ceases to provide matching services for odd lots of the Consolidated Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4:00 p.m. on Monday, 30 August 2021 Temporary counter for trading in the Consolidated Shares in the board lot size of 1,200 Consolidated Shares (in the form of existing share certificates) closes . . . . . . . . . . . . . . . . . . . 4:10 p.m. on Monday, 30 August 2021 Parallel trading in Consolidated Shares (represented by both existing share certificates and new share certificates) ends . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4:10 p.m. on Monday, 30 August 2021 Latest time for Termination . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4:00 p.m. on Tuesday, 31 August 2021 Latest time for free exchange of existing share certificates for new share certificates. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4:00 p.m. on Thursday, 2 September 2021 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:

– 29 –

(a) in force in Hong Kong at any local time before 12:00 noon and no longer in force after 12:00 noon on Friday, 20 August 2021. Instead, the latest time of acceptance of 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 Friday, 20 August 2021. Instead, the latest time of acceptance of 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 of and payment for the Rights Shares and does not take place on Friday, 20 August 2021, the dates mentioned in the section headed ‘‘Expected Timetable’’ above 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.

ESTABLISHMENT OF INDEPENDENT BOARD COMMITTEE AND APPOINTMENT OF INDEPENDENT FINANCIAL ADVISER

GENERAL

– 30 –

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

DEFINITIONS

The following terms have the following meanings in this announcement unless the context otherwise requires:

‘‘Associates’’ has the meaning ascribed thereto under the GEM Listing Rules

‘‘Benchmarked Price’’ the higher of (i) the closing price of the Shares as quoted on the Stock Exchange on the Last Trading Day; and (ii) and the average of the closing prices of the 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

– 31 –

‘‘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
‘‘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
‘‘Companies 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
‘‘Consolidated Share(s)’’
ordinary share(s) of HK$0.10 each in the share capital of the Company immediately after the Share Consolidation becoming effective
‘‘controlling shareholder(s)’’
has the meaning ascribed thereto under the GEM Listing Rules
‘‘Despatch Date’’
Friday, 6 August 2021, being the expected date of despatch of the Prospectus Documents
‘‘Director(s)’’ the director(s) of the Company
‘‘EGM’’
the extraordinary general meeting of the Company to be convened and held for the purpose of considering and, if thought fit, approving, among other things, the Share Consolidation, the Increase in Authorised Share Capital and the Rights Issue and the transactions contemplated thereunder
‘‘Eligible Shareholders’’ Shareholder(s), whose name(s) appear on the register of members of the Company on the Record Date, other than the Ineligible Shareholder(s)
‘‘Existing Share(s)’’ ordinary share(s) of HK$0.01 each in the share capital of the Company prior to the Share Consolidation having become effective
‘‘GEM’’ GEM of the Stock Exchange
‘‘GEM Listing Committee’’ has the meaning ascribed thereto under the GEM Listing Rules

– 32 –

‘‘GEM Listing Rules’’ the Rules Governing the Listing of Securities on the GEM ‘‘Group’’ the Company and its subsidiaries ‘‘HK$’’ the lawful currency of Hong Kong dollars ‘‘HKSCC’’ Hong Kong Securities Clearing Company Limited
‘‘Hong Kong’’ the Hong Kong Special Administrative Region of the PRC
‘‘Increase in Authorised the proposed increase in the authorised share capital of the Share Capital’’ Company from HK$20,000,000 divided into 2,000,000,000 Existing Shares to HK$100,000,000 divided into 10,000,000,000 Existing Shares (or 1,000,000,000 Consolidated Shares after the Share Consolidation becoming effective)
‘‘Independent Board an independent board committee of the Company Committee’’ comprising all the independent non-executive Directors, which has been established under the GEM Listing Rules to advise the Independent Shareholders in respect of the Rights Issue and the transactions contemplated thereunder
‘‘Independent Financial Messis Capital Limited, a licensed corporation to carry out Adviser’’ Type 1 (dealing in securities) and Type 6 (advising on corporate finance) regulated activities under the SFO, being the independent financial adviser to the Independent Board Committee and the Independent Shareholders
‘‘Independent Shareholder(s)’’
any Shareholder(s) who is(are) not required to abstain from voting on the resolution relating to the Rights Issue at the EGM under the GEM Listing Rules
‘‘Independent Third Parties’’
any third party(ies) independent of and not connected with the Company and its connected persons or any of their respective Associates
‘‘Ineligible Shareholder(s)’’
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
‘‘IS Unsold Rights Shares’’
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
‘‘Last Trading Day’’
23 June 2021, being the last trading day of the Shares on the Stock Exchange before the release of this announcement

– 33 –

‘‘Latest Time for Acceptance’’
4:00 p.m. on 20 August 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
‘‘Latest Time for Termination’’
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
‘‘Net Gain’’
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
‘‘No Action Shareholder(s)’’
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
‘‘Overseas 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
‘‘PAL(s)’’
the provisional allotment letter(s) to be issued in connection with the Rights Issue to the Eligible Shareholders
‘‘Placing’’
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
‘‘Placing Agent’’
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
‘‘Placing Agreement’’ the conditional placing agreement dated 23 June 2021 entered into between the Company and the Placing Agent in relation to the placing of Unsubscribed Rights Shares and the IS Unsold Rights Shares

– 34 –

‘‘PRC’’ the People’s Republic of China, which for the purpose of this announcement, excludes Hong Kong, the Macau Special Administrative Region of the PRC and Taiwan
‘‘Prospectus’’ the prospectus, containing further details of the Rights Issue, to be issued by the Company in relation to, among other things, the Rights Issue
‘‘Prospectus Documents’’ the Prospectus and the PAL(s)
‘‘Record Date’’
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
‘‘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 2,160,000,000 new Shares (or 216,000,000 Consolidated Shares after the Share Consolidation becoming effective) to be allotted and issued under the Rights Issue
‘‘SFO’’
Securities and Futures Ordinance (Chapter 571 of the laws of Hong Kong)
‘‘Share(s)’’
the Existing Share(s) and/or the Consolidated Share(s) (as the case may be)
‘‘Shareholders’’ the holders of Shares
‘‘Share Consolidation’’ the proposed 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
‘‘Stock Exchange’’ The Stock Exchange of Hong Kong Limited
‘‘Subscription Price’’ HK$0.017 per Rights Share (or HK$0.17 per Rights Share after the Share Consolidation becoming 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 date of this announcement

– 35 –

‘‘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.

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

Hong Kong, 23 June 2021

As at the date of this announcement, the chairman and an executive director of the Company is Mr. CHOW Yik, the executive directors of the Company are Mr. HAN Lap Ping and Mr. TSUI Wing Tak and the independent non-executive directors of he Company are Mr. CHAN Hoi Kuen Matthew, Mr. LAW Yui Lun, Mr. LU Jun Bo and Ms. WONG Syndia D.

This announcement, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the GEM Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this announcement is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this announcement misleading.

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

– 36 –

AI assistant

CBK Holdings Limited — Capital/Financing Update 2021

51441_rns_2021-06-23_be124d79-7894-4851-8ef7-d81ee4ca8544.pdf

CBK Holdings Limited 國茂控股有限公司

(I) PROPOSED SHARE CONSOLIDATION;

(II) PROPOSED INCREASE IN AUTHORISED SHARE CAPITAL; AND (III) 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

(I) PROPOSED SHARE CONSOLIDATION

(II) PROPOSED INCREASE IN AUTHORISED SHARE CAPITAL

(III)PROPOSED RIGHTS ISSUE

Closure of register of members

GEM LISTING RULES IMPLICATIONS

Share Consolidation

Rights Issue

ESTABLISHMENT OF INDEPENDENT BOARD COMMITTEE AND APPOINTMENT OF INDEPENDENT FINANCIAL ADVISER

GENERAL

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

(I) PROPOSED SHARE CONSOLIDATION

Effects of the Share Consolidation

Conditions of the Share Consolidation

Application for listing

Free exchange of share certificates

Fractional Shares, odd lot arrangements and matching services

Reasons for the share consolidation

(II) PROPOSED INCREASE IN AUTHORISED SHARE CAPITAL

(III) PROPOSED RIGHTS ISSUE

Issue statistics

Non-underwritten basis

Subscription Price

Eligible Shareholders and Ineligible Shareholders

Rights of Overseas Shareholder(s)

Closure of register of members

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

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

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

Effect of the Rights Issue on shareholdings in the Company

Before the Share Consolidation becoming effective

After the Share Consolidation becoming effective

Reasons for the Rights Issue and use of proceeds

(i) Food Court

(ii) Restaurant A

(iii) Restaurant B

Debt financing

Other equity fund raising options

Fund raising activity of the Company during the past twelve months

GEM LISTING RULES IMPLICATIONS

Share Consolidation

Rights Issue

EXPECTED TIMETABLE

Effect of bad weather on the latest time for acceptance of and payment for the Rights Shares

ESTABLISHMENT OF INDEPENDENT BOARD COMMITTEE AND APPOINTMENT OF INDEPENDENT FINANCIAL ADVISER

GENERAL

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

DEFINITIONS

Hong Kong, 23 June 2021

More from CBK Holdings Limited

CBK Holdings Limited Capital/Financing Update 2021