CBK Holdings Limited — Proxy Solicitation & Information Statement 2020

Jul 10, 2020

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited (the ‘‘Stock Exchange’’) take no responsibility for the contents of this notice, 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 notice.

CBK Holdings Limited 國茂控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 8428)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT an extraordinary general meeting (the ‘‘EGM’’) of CBK Holdings Limited (the ‘‘Company’’) 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. (the ‘‘Meeting’’) for the purpose of considering and, if thought fit, passing the following resolution as an ordinary resolution:

ORDINARY RESOLUTION

1. ‘‘THAT:

2. (a) the execution of the management service agreement dated 29 April 2020 (‘‘Management Service Agreement’’) entered into between the Company and Shanghai ShunFeng Restaurant Group Company Limited, a copy of which is tabled at the Meeting and marked ‘‘A’’ and initialed by the chairman of the Meeting for identification purpose, be and is hereby confirmed, ratified and approved and the transactions contemplated thereunder be and are hereby approved;

3. (b) subject to the passing of resolution numbered 1(a) as set out in this notice of EGM, the annual caps of the Management Service Agreement for each of the three financial years ending 31 March 2021, 2022 and 2023 be and are hereby approved; and

4. (c) subject to the passing of resolutions 1(a) and (b) as set out in this notice of EGM, any one or more directors of the Company be and are hereby authorised to do all such acts and things as they consider necessary and to sign and execute all such documents (including under the Seal of the Company), and to take all such steps which in their opinion may be necessary appropriate, desirable or expedient for the purpose of giving effect to the Management Service Agreement and its proposed annual caps and completing the transactions contemplated thereby.’’

By Order of the Board CBK Holdings Limited Wong Wai Fong

Chairman and Executive Director

Hong Kong, 10 July 2020

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Notes:

1. Any member of the Company (the ‘‘Member’‘) entitled to attend and vote at the EGM or its adjourned meeting (as the case may be) is entitled to appoint one (or, if he/she/it holds two or more Shares, more than one) proxy to attend and vote instead of him/her/it. A proxy needs not be a Member but must be present in person at the EGM to represent the Member. If more than one proxy is so appointed, the appointment shall specify the number of Shares in respect of which such proxy is so appointed.

2. Completion and return of the form of proxy will not preclude a Member from attending and voting in person at the EGM if he/she/it so wishes. In the event of a Member who has lodged a form of proxy attending the EGM in person, the form of proxy will be deemed to have been revoked.

3. To be valid, the instrument appointing a proxy or proxies, or nominating a proxy or proxies on behalf of the Depository together with the power of attorney or other authority, if any, under which it is signed, or a notarially certified copy of such power or authority, must be deposited at the office of 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 but in any event, not later than 48 hours before the time appointed for holding the EGM or its adjournment (as the case may be).

4. For determining the entitlement of the Members to attend and vote at the EGM, the register of members of the Company (‘‘Register of Members’’) will be closed from Tuesday, 4 August 2020 to Friday, 7 August 2020 (both days inclusive), during which period no transfer of Shares will be registered. To qualify for attending and voting at the EGM, non-registered Members must lodge all transfer documents, accompanied by the relevant share certificates with 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 for registration no later than 4:00 p.m. on Monday, 3 August 2020.

5. In compliance with Rule 17.47(4) of the GEM Listing Rules, voting on all proposed resolution set out in this Notice will be decided by way of a poll. The Company will announce the results of the poll in the manner prescribed under Rule 17.47(5) of the GEM Listing Rules.

6. Where there are joint holders of any Share, any one of such joint holders may vote at the EGM, either personally or by proxy, in respect of such Share as if he/she were solely entitled thereto, but if more than one of such joint holders are present at the EGM personally or by proxy, that one of such joint holders so present whose name stands first in the Register of Members in respect of the joint holding shall alone be entitled to vote in respect thereof.

7. (a) If a tropical cyclone typhoon signal no. 8 or above or a black rainstorm warning, or ‘‘extreme conditions after super typhoons’’ announced by the Hong Kong Government is/are in force in Hong Kong at or at any time after 7:00 a.m. on the date of the EGM, the EGM will be postponed and the Members will be informed of the date, time and venue of the postponed EGM by an announcement posted on the respective websites of the Company and the Stock Exchange.

8. (b) If a tropical cyclone typhoon signal no. 8 or above or a black rainstorm warning signal is lowered or cancelled at or before 7:00 a.m. on the date of EGM and where conditions permit, the EGM will be held as scheduled.

9. (c) The EGM will be held as scheduled when an amber or red rainstorm warning signal is in force.

10. (d) After considering their own situations, the Members should decide on their own as to whether they would attend the EGM under any bad weather condition and if they do so, they are advised to exercise care and caution.

11. The translation into Chinese language of this Notice is for reference only. In case of any inconsistency, the English version shall prevail.

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As at the date of this notice, the Directors are:

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

This notice, for which the directors of the Company collectively and individually accept full responsibility, includes particulars given in compliance with the Rules Governing the Listing of Securities on the GEM of the Stock Exchange 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 notice 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 and on the website of Company at www.cbk.com.hk

This notice is prepared in both English and Chinese. In the event of inconsistency, the English text of the notice shall prevail over the Chinese text.

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