CBK Holdings Limited — Capital/Financing Update 2021

Jan 27, 2021

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

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)

COMPLETION OF PLACING OF NEW SHARES UNDER GENERAL MANDATE

Placing Agent

Reference is made to the announcement of the Company dated 5 January 2021 (the ‘‘Announcement’’) in relation to the Placing. Unless otherwise defined, terms used herein shall have the same meanings as defined in the Announcement.

COMPLETION OF THE PLACING OF NEW SHARES UNDER GENERAL MANDATE

The Board is pleased to announce that the conditions of the Placing Agreement have been fulfilled and the Completion took place on 27 January 2021. A total of 240,000,000 Placing Shares have been successfully placed by the Placing Agent to not less than six Placees at the Placing price of HK$0.029 per Placing Share pursuant to the terms and conditions of the Placing Agreement.

To the best of the Directors’ knowledge, information and belief having made all reasonable enquiries, and as confirmed by the Placing Agents, all the Placees (and, where applicable, their respective beneficial owners) are third parties independent of and not acting in concert with (i) the controlling shareholders (as defined in the GEM Listing Rules) of the Company; (ii) the Company or any of its subsidiaries; or (iii) any director, chief executive or substantial shareholder of the Company or any of its subsidiaries or any of their respective associates (as defined in the GEM Listing Rules). None of the Placees has become a substantial shareholder (as defined in the GEM Listing Rules) of the Company immediately upon completion of the Placing as at the date of this announcement.

The Company received net proceeds from the Placing, after deducting placing commission and other fees and expenses, of approximately HK$6.8 million. The Company intends to use the net proceeds for the purposes as disclosed in the paragraphs headed ‘‘Reasons for the Placing and use of proceeds’’ in the Announcement.

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EFFECTS ON SHAREHOLDING STRUCTURE OF THE COMPANY

Set out below is the shareholding structure of the Company immediately before and after the Completion:

ShareholdersSure Wonder InvestmentsLimitedThe PlaceesOther public ShareholdersTotal	Immediate beforethe CompletionNumber ofSharesApproximate%393,206,40032.77%——806,793,60067.23%1,200,000,000100.00%	Immediately afterthe CompletionNumber ofSharesApproximate%393,206,40027.31%240,000,00016.67%806,793,60056.02%1,440,000,000100.00%	Immediately afterthe CompletionNumber ofSharesApproximate%393,206,40027.31%240,000,00016.67%806,793,60056.02%1,440,000,000100.00%
			100.00%

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

Hong Kong, 27 January 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. CHAN Lap Ping and Mr. TSUI Wing Tak; and the independent non-executive directors of the 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.

In the case of inconsistency, the English text of this announcement shall prevail over the Chinese text.

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