CBK Holdings Limited — Proxy Solicitation & Information Statement 2020

Jul 21, 2020

THIS SUPPLEMENTAL CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this supplemental circular or as to the action to be taken, you should consult your licensed securities dealer, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in CBK Holdings Limited, you should at once hand this supplemental circular to the purchaser or transferee or to the bank, licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

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

CBK Holdings Limited 國茂控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 8428)

SUPPLEMENTAL CIRCULAR TO THE CIRCULAR DATED 10 JULY 2020

IN RELATION TO

THE CONTINUING CONNECTED TRANSACTION REGARDING THE MANAGEMENT SERVICE AGREEMENT

This supplemental circular should be read together with the circular of the Company dated 10 July 2020 (the ‘‘Circular’’).

PRECAUTIONARY MEASURES FOR THE EXTRAORDINARY GENERAL MEETING

Please see page 1 of this document for measures to be taken to try to prevent and control the spread of the Novel Coronavirus (COVID-19) at the extraordinary general meeting, including:

• i. compulsory temperature checks

• ii. compulsory wearing of surgical face masks

• iii. no distribution of refreshments, drinks and souvenirs

Any person who does not comply with the precautionary measures or is subject to any Hong Kong government prescribed quarantine may be denied entry into the extraordinary general meeting venue.

The Company also encourages its shareholders to consider appointing the chairman of the extraordinary general meeting as his/her proxy to vote on the relevant resolution at the extraordinary general meeting as an alternative to attending the extraordinary general meeting in person.

22 July 2020

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 and no assurance is given that there will be a liquid market in the securities traded on GEM.

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CONTENTS

	Page
PRECAUTIONARY MEASURES FOR THE EXTRAORDINARY
GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	2

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PRECAUTIONARY MEASURES FOR THE EXTRAORDINARY GENERAL MEETING

The health of Shareholders, staff and stakeholders is of paramount importance to the Company. In view of the ongoing novel coronavirus (COVID-19) pandemic, the Company will implement the following precautionary measures at the extraordinary general meeting which will be held at Room 1501, 15/F., Vanta Industrial Centre, 21–33 Tai Lin Pai Road, Kwai Chung, New Territories, Hong Kong on Friday, 7 August 2020 at 10:00 a.m. to protect attending Shareholders, staff and stakeholders from the risk of infection:

• i. Mandatory body temperature checks will be conducted on every Shareholder, proxy or other attendee at each entrance of the meeting venue. Any person with a body temperature of over 37.3 degrees Celsius or who has any flu-like symptoms or is otherwise unwell may be denied entry into the meeting venue or be required to leave the meeting venue.

• ii. Each attendee is mandatorily required to wear a surgical face mask throughout the meeting and inside the meeting venue, and to maintain a safe distance between seats.

• iii. No food and beverage will be served and there will be no distribution of corporate gifts.

To the extent permitted under the laws of Hong Kong, the Company reserves the right to limit the number of attendees at the extraordinary general meeting as may be necessary to avoid over-crowding and to deny any person entry into the venue or require any person to leave the venue in order to ensure the safety of the attendees at the extraordinary general meeting.

Subject to the development of COVID-19, the Company may implement further precautionary measures, and may issue further announcement(s) on such measures as and when appropriate.

In addition, the Company reminds all Shareholders that physical attendance in person at the meeting is not necessary for the purpose of exercising voting rights. Shareholders are encouraged to appoint the chairman of the meeting as their proxy to vote on the relevant resolution at the meeting instead of attending the meeting in person, by completing and returning the form of proxy.

The form of proxy can be downloaded from the website of the company at www.cbk.com.hk or the website of the Stock Exchange at www.hkexnews.hk. In order to be valid, the form of proxy must be deposited at the Company’s Hong Kong branch share registrar and transfer office, Union Registrars Limited, at Suites 3301–04, 33/F., Two Chinachem Exchange Square, 338 King’s Road, North Point, Hong Kong as soon as possible and in any event not later than 48 hours before the time appointed for holding of the extraordinary general meeting (i.e. not later than 10:00 a.m. on Wednesday 5 August 2020) or its adjournment.

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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: Ms. Wong Wai Fong (Chairman) Mr. Chan Lap Ping Mr. Zhang Chi

Non-executive Director: Mr. Wu Jing Xie

Independent non-executive Directors: Mr. Chan Hoi Kuen Matthew Mr. Chung Wing Yin Mr. Law Yui Lun Mr. Lu Jun Bo

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

22 July 2020

To the Shareholders

Dear Sir or Madam,

SUPPLEMENTAL CIRCULAR TO THE CIRCULAR DATED 10 JULY 2020 IN RELATION TO

THE CONTINUING CONNECTED TRANSACTION REGARDING THE MANAGEMENT SERVICE AGREEMENT

INTRODUCTION

This supplemental circular should be read together with the circular of the Company dated 10 July 2020 (the ‘‘Circular’’) which contains, inter alia, the notice of the EGM in relation to the continuing connected transaction regarding the Management Service Agreement. Unless otherwise defined, capitalised terms used in this supplemental circular shall have the same meanings as those defined in the Circular.

The purpose of this supplemental circular is to give you further information relating to the continuing connected transaction regarding the Management Service Agreement.

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LETTER FROM THE BOARD

VOTING BY POLL

According to Rule 2.26 of the GEM Listing Rules, any shareholder that has a material interest in the transaction or arrangement shall abstain from voting on the resolution(s) approving the transaction or arrangement at the general meeting. As at 17 July 2020 (being the latest practicable date prior to the printing of this supplemental circular for ascertaining certain information referred to in this supplemental circular, the ‘‘Latest Practicable Date’’), 1,200,000,000 Shares were in issue, among which, Mr. Zhang was beneficially interested in 15,696,000 Shares, representing approximately 1.31% of the total number of issued Shares and Mr. Wu, was beneficially interested in 48,000,000 Shares, representing approximately 4.00% of the total number of issued Shares.

Pursuant to Rule 2.27 of the GEM Listing Rules, Mr. Zhang and Mr. Wu are deemed to have a material interest in the transactions under the Management Services Agreement for being a close associate to the parties to the said agreement. Therefore, Mr. Zhang and Mr. Wu shall abstain from voting in favour of the resolution to approve the transaction contemplated under the Management Services Agreement and the proposed respective annual caps at the EGM.

To the best knowledge, information and belief of the Directors, having made all reasonable enquiries, as at the Latest Practicable Date, there was (i) no voting trust or other agreement or arrangement or understanding (other than an outright sale) entered into by or binding upon any Shareholder; and (ii) no obligation or entitlement of any Shareholder as at the Latest Practicable Date whereby such Shareholder has or may have temporarily or permanently passed control over the exercise of the voting right in respect of his/her/its Shares to a third party, either generally or on a case-by-case basis. Accordingly, to the best knowledge, information and belief of the Directors, as at the Latest Practicable Date, there existed no discrepancy between any Shareholder’s beneficial shareholding interest in the Company and the number of Shares in respect of which such Shareholder will control or will be entitled to exercise control over the voting right at the EGM in respect of the resolution approving the Management Service Agreement and the transactions contemplated thereunder.

Save as disclosed, no other person who is a Shareholder is required to abstain from voting for the relevant resolution at the EGM due to their interests in the Management Service Agreement.

RESPONSIBILITY STATEMENT

This supplemental circular, 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 Group. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this supplementary circular 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 supplementary circular misleading.

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LETTER FROM THE BOARD

Shareholders are advised to read this supplemental circular together with the Circular for information relating to the voting arrangement.

Yours faithfully, For and on behalf of the Board CBK Holdings Limited Wong Wai Fong Chairman

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