CBK Holdings Limited — Proxy Solicitation & Information Statement 2020

Jun 30, 2020

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your stockbroker or other registered dealer in securities, 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 circular, together with the accompanying form of proxy, to the purchaser(s) or transferee(s) or to the bank, stockbroker or other agents through whom the sale or transfer was effected for transmission to the purchaser(s) or transferee(s).

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

CBK Holdings Limited 國茂控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 8428)

GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES, RE-ELECTION OF RETIRING DIRECTORS, RE-APPOINTMENT OF AUDITORS AND NOTICE OF ANNUAL GENERAL MEETING AND PROXY ARRANGEMENT

Capitalised terms used in the lower portion of the front and inside cover pages shall have the same respective meanings as those defined in the section headed ‘‘Definitions’’ in this circular.

This circular together with a form of proxy 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 the Company at www.cbk.com.hk.

A notice convening the AGM to be held at Room 1501, 15/F., Vanta Industrial Centre, 21–33 Tai Lin Pai Road, Kwai Chung, New Territories, Hong Kong on Friday, 25 September 2020, at 10:00 a.m. is set out on pages 16 to 20 of this circular. Whether or not you are able to attend the AGM, you are requested to complete the enclosed form of proxy in accordance with the instructions printed thereon and return it to the Hong Kong branch share registrar and transfer office of the Company, 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 less than 48 hours before the time appointed for holding the AGM. The completion and return of the form of proxy will not preclude you from attending and voting in person at the AGM or any adjournment thereof if you so wish and in such event, the form of proxy shall be deemed to be revoked.

PRECAUTIONARY MEASURES FOR THE AGM

Please refer to page iii of this circular for precautionary measures being taken to prevent the spreading of Novel Coronavirus (COVID-19) at the AGM, including:

1. compulsory body temperature checks;

2. recommended wearing of surgical face mask for each attendee; and

3. no refreshments or corporate gifts will be provided.

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 AGM venue, at the absolute discretion of the Company as permitted by the laws of Hong Kong. The Company reminds Shareholders that they may appoint the chairman of the AGM as his/her proxy to vote on the relevant resolutions at the AGM as an alternative to attending the AGM in person.

30 June 2020

CHARACTERISTICS OF GEM

GEM has been positioned as a market designed to accommodate small and mid-sized 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 ANNUAL GENERAL MEETING . . . . .	iii
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Proposed Grant of General Mandates to Issue Shares
and Repurchase Shares and Extension of Issue Mandate to Issue Shares . . . . .	4
Re-election of Retiring Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Annual General Meeting and Proxy Arrangement . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Voting by Poll . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
Responsibility Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
Closure of Register of Members . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
General Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
Language . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
APPENDIX I — EXPLANATORY STATEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10
APPENDIX II — DETAILS OF DIRECTORS PROPOSED TO BE
RE-ELECTED . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	13
NOTICE OF ANNUAL GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	16

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PRECAUTIONARY MEASURES FOR THE ANNUAL GENERAL MEETING

The health of our shareholders, staff and stakeholders is of paramount importance to us.

In view of the ongoing Novel Coronavirus (COVID-19) pandemic, the Company will implement the following precautionary measures at the AGM to protect attending shareholders, staff and stakeholders from the risk of infection:

• (i) Compulsory body temperature checks will be conducted for every shareholder, proxy or other attendee at each entrance of the meeting venue. Any person with a body temperature of over 37.4 degrees Celsius may be denied entry into the meeting venue or be required to leave the meeting venue.

• (ii) The Company encourages each attendee to wear a self-prepared surgical face mask throughout the AGM and inside the meeting venue, and to maintain a safe distance between seats.

• (iii) No refreshment will be served, and there will be no corporate gift.

• (iv) Any attendee has any flu-like symptoms or subject to any Hong Kong Government prescribed quarantine or has close contact with any person under quarantine will be denied entry into the meeting venue.

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 may appoint the chairman of the AGM as their proxy to vote on the relevant resolution(s) at the meeting instead of attending the meeting in person, by completing and return the proxy form attached to this document.

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DEFINITIONS

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

• ‘‘AGM’’ the annual general meeting of the Company to be held at Room 1501, 15/F., Vanta Industrial Centre, 21–33 Tai Lin Pai Road, Kwai Chung, New Territories, Hong Kong on Friday, 25 September 2020, at 10:00 a.m.

• ‘‘Articles’’ the articles of association of the Company, as amended, supplemented or modified from time to time

• ‘‘Associate(s)’’ has the same meaning as defined in the GEM Listing Rules

• ‘‘Board’’ the board of Directors

‘‘Companies Law’’ the Companies Law, Chapter 22 (Law 3 of 1961, as consolidated and revised) of the Cayman Islands as amended, supplemented or otherwise modified from time to time ‘‘Company’’ CBK Holdings Limited, an exempted company incorporated in the Cayman Islands with limited liability and the Shares of which are listed on GEM (stock code: 8428)

• ‘‘connected person(s)’’ has the same meaning as defined in the GEM Listing Rules ‘‘Director(s)’’ director(s) of the Company ‘‘GEM’’ GEM of the Stock Exchange

• ‘‘GEM Listing Rules’’ the Rules Governing the Listing of Securities on GEM

• ‘‘Group’’ the Company and its subsidiaries

• ‘‘HK$’’ Hong Kong dollar(s), the lawful currency of Hong Kong

• ‘‘Hong Kong’’ the Hong Kong Special Administrative Region of the PRC ‘‘INED(s)’’ Independent Non-executive Directors

‘‘Issue Mandate’’ a general and unconditional mandate proposed to be granted to the Directors at the AGM to exercise the power of the Company to allot, issue and deal with new Shares with aggregate number of Shares not exceeding 20% of the aggregate number of Shares of the Company in issue as at the date of passing of the relevant resolutions at the AGM

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DEFINITIONS

• ‘‘Latest Practicable Date’’ 23 June 2020, being the latest practicable date prior to the printing of this circular for ascertaining certain information for inclusion in this circular

• ‘‘Listing Date’’ 15 February 2017, the date on which dealings in the Shares first commenced on GEM

• ‘‘PRC’’

• the People’s Republic of China, and for the purpose of this circular, excluding Hong Kong, the Macau Special Administrative Region of the PRC and Taiwan

• ‘‘Repurchase Mandate’’

• a general and unconditional mandate proposed to be granted to the Directors at the AGM to exercise the power of the Company to repurchase the Shares with the aggregate number of Shares not exceeding 10% of the aggregate number of Shares of the Company in issue at the date of passing the relevant resolutions at the AGM

• ‘‘SFO’’

• the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)

• ‘‘Share(s)’’

• ordinary share(s) of HK$0.01 each in the share capital of the Company

• ‘‘Shareholder(s)’’ holder(s) of Share(s)

• ‘‘Stock Exchange’’ The Stock Exchange of Hong Kong Limited

• ‘‘Takeovers Code’’

the Codes on Takeovers and Mergers and Share Buy-backs as amended from time to time and approved by the Securities and Futures Commission of Hong Kong

• ‘‘%’’ per cent

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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

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

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

Headquarter 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

30 June 2020

To the Shareholders,

Dear Sir or Madam,

GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES, RE-ELECTION OF RETIRING DIRECTORS, RE-APPOINTMENT OF AUDITORS AND

NOTICE OF ANNUAL GENERAL MEETING AND PROXY ARRANGEMENT

INTRODUCTION

The purpose of this circular is to provide you with information relating to the resolutions to be proposed at the AGM, among other things, (i) the granting of general mandates to the Directors to issue Shares and repurchase Shares; (ii) the re-election of the retiring Directors; and (iii) the re-appointment of auditors of the Company. These resolutions will be proposed at the AGM and are set out in the notice convening the AGM as contained in this circular.

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LETTER FROM THE BOARD

PROPOSED GRANT OF GENERAL MANDATES TO ISSUE SHARES AND REPURCHASE SHARES AND EXTENSION OF ISSUE MANDATE TO ISSUE SHARES

Pursuant to the ordinary resolutions passed at the annual general meeting of the Company held on 30 September 2019, the Directors were granted general mandates to allot, issue and deal with the Shares. As at the Latest Practicable Date, such general mandate has not been utilised and will lapse at the conclusion of the AGM.

At the AGM, separate ordinary resolutions will be proposed to grant the general mandates to the Directors: (i) to allot, issue and otherwise deal with new Shares not exceeding in aggregate 20% of the aggregate number of issued Shares of the Company at the date of the passing of such resolution; (ii) to repurchase Shares comprising the aggregate nominal amount of which does not exceed 10% of the aggregate number of issued Shares of the Company at the date of passing of such resolution; and (iii) the general extension mandate, after the Repurchase Mandate is granted, to add the aggregate amount of the Shares repurchased by the Company pursuant to the Repurchase Mandate to the Issue Mandate, subject to a maximum of 10% of the aggregate number of issued Shares of the Company at the date of passing of the resolution for approving the Issue Mandate.

Based on 1,200,000,000 Shares in issue as at the Latest Practicable Date and assuming that no further Shares are repurchased or issued prior to the AGM, subject to the passing of the ordinary resolution for approving the Issue Mandate and the Repurchase Mandate, the Directors will be authorised to allot, issue and deal with up to a limit of 240,000,000 Shares pursuant to the Issue Mandate and repurchase 120,000,000 Shares pursuant to the Repurchase Mandate.

An explanatory statement, required by the GEM Listing Rules to be sent to the Shareholders in connection with the Repurchase Mandate, is set out in Appendix I to this circular. The explanatory statement contains all the information reasonably necessary to enable the Shareholders to make an informed decision on whether to vote for or against the relevant proposed ordinary resolution for the grant of the Repurchase Mandate at the AGM.

The Issue Mandate, the Repurchase Mandate and the general extension mandate, if granted at the AGM, will remain in effect until the earliest of: (i) the conclusion of the next annual general meeting of the Company; (ii) the expiration of the period within which the next annual general meeting of the Company is required by law or the Articles to be held; and (iii) the date upon which such authority is revoked or varied by an ordinary resolution of the Shareholders in a general meeting of the Company.

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LETTER FROM THE BOARD

RE-ELECTION OF RETIRING DIRECTORS

The Board currently consists of three executive Directors, namely Ms. Wong Wai Fong (‘‘Ms. Wong’’) (Chairman), Mr. Chan Lap Ping and Mr. Zhang Chi, one non-executive Director, namely Mr. Wu Jing Xie (‘‘Mr. Wu’’) and four independent non-executive Directors, namely, Mr. Chan Hoi Kuen Matthew (‘‘Mr. Chan’’), Mr. Chung Wing Yin, Mr. Law Yui Lun and Mr. Lu Jun Bo (‘‘Mr. Lu’’).

Pursuant to Article 83(3) of the Articles, the Directors shall have power from time to time and at any time to appoint any person as a Director either to fill a casual vacancy on the Board or as an addition to the existing Board. Any Director appointed by the Board to fill a casual vacancy shall hold office only until the first general meeting of members after his appointment and be subject to re-election at such meeting and any Director appointed by the Board as an addition to the existing Board shall hold office only until the next following annual general meeting of the Company and shall then be eligible for re-election. Accordingly, Mr. Wu shall retire from office as the non-executive Director and Mr. Lu shall retire from office as an independent non-executive Director at the AGM and being eligible, offer themselves for re-election.

Article 84(1) of the Articles provides that at each annual general meeting, one-third of the Directors for the time being, or, if their number is not three or a multiple of three, then the number nearest to but not less than one-third, shall retire from office by rotation provided that every Director shall be subject to retirement by rotation at least once every three years. A retiring Director shall be eligible for re-election. According to article 84(2) of the Articles, the Directors to retire by rotation shall include (so far as necessary to ascertain the number of directors to retire by rotation) any Director who wishes to retire and not to offer himself for reelection. Any Director who has not been subject to retirement by rotation in the three years preceding the annual general meeting shall retire by rotation at such annual general meeting. Any further Directors so to retire shall be those of the other Directors subject to retirement by rotation who have been longest in office since their last re-election or appointment and so that as between persons who became or were last re-elected Directors on the same day those to retire shall (unless they otherwise agree among themselves) be determined by lot. Any Director appointed by the Board pursuant to Article 83(3) of the Articles shall not be taken into account in determining which particular Directors or the number of Directors who are to retire by rotation. Accordingly, Ms. Wong and Mr. Chan shall retire by rotation at the AGM and being eligible, will offer themselves for re-election at the AGM.

The Board, upon the recommendation of the nomination committee of the Board, proposed Ms. Wong, Mr. Wu, Mr. Chan and Mr. Lu (collectively the ‘‘Retiring Directors’’), to stand for re-election at the AGM.

Particulars of the Directors proposed to be re-elected in the AGM are set out in Appendix II to this circular.

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LETTER FROM THE BOARD

Procedure and Process for Nomination of Directors

The Nomination Committee will recommend to the Board for the appointment of a Director including an INED in accordance with the following procedures and process:

• (a) The Nomination Committee will, giving due consideration to the current composition and size of the Board, develop a list of desirable skills, perspectives and experience at the outset to focus the search effort;

• (b) The Nomination Committee may consult any source it considers appropriate in identifying or selecting suitable candidates, such as referrals from existing Directors, advertising, recommendations from a third party agency firm and proposals from the Shareholders with due consideration given to the criteria which include but are not limited to:

• (i) diversity in the aspects, amongst others, of gender, age, cultural and educational background, professional experience, skills, knowledge and length of service;

• (ii) commitment for responsibilities of the Board in respect of available time and relevant interest;

• (iii) qualifications, including accomplishment and experience in the relevant industries in which the Group’s business is involved;

• (iv) independence of the INEDs;

• (v) reputation for integrity;

• (vi) potential contributions that the individual can bring to the Board; and

(vii) plan(s) in place for the orderly succession of the Board;

• (c) The Nomination Committee may adopt any process it considers appropriate in evaluating the suitability of the candidates, such as interviews, background checks, presentations and third party reference checks;

• (d) The Nomination Committee will consider a broad range of candidates who are in and outside of the Board’s circle of contacts;

• (e) Upon considering a candidate suitable for the directorship, the Nomination Committee will hold a meeting and/or by way of written resolutions to, if thought fit, approve the recommendation to the Board for appointment;

• (f) The Nomination Committee will provide the relevant information of the selected candidate to the Remuneration Committee for consideration of the remuneration package of such selected candidate;

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LETTER FROM THE BOARD

• (g) The Nomination Committee will thereafter make the recommendation to the Board in relation to the proposed appointment, and where a non-executive Director is considered, the Remuneration Committee will make the recommendation to the Board on the policy and structure for the remuneration;

• (h) The Board may arrange for the selected candidate to be interviewed by the members of the Board who are not members of the Nomination Committee and the Board will thereafter deliberate and decide the appointment as the case may be; and

• (i) All appointment of Directors will be confirmed by the filing of the consent to act as Director of the relevant Director (or any other similar filings requiring the relevant Director to acknowledge or accept the appointment as Director, as the case may be) to be filed with the relevant regulatory authorities, if required.

Recommendations of the Nomination Committee

The Nomination Committee had, among other matters, evaluated the performance of each of the Retiring Directors during the period from their respective dates of appointment to 31 March 2020 and found their performance satisfactory.

The Nomination Committee has also assessed and reviewed the annual written confirmation of independence based on the independence criteria as set out in Rule 5.09 of the GEM Listing Rules received from each of the INEDs and confirmed that all of them remain independent.

In view of the diversified knowledge, experience and skills of Mr. Chan and Mr. Lu, the Board believes that their expertise will enable them to fulfill their roles as independent nonexecutive Directors effectively and can provide useful and constructive opinion and make contribution to the Board and future development of the Company. Also, based on the background of Mr. Chan and Mr. Lu including but not limited to their gender, cultural and educational background, ethnicity, professional experience, skills and knowledge, it is believed that Mr. Chan and Mr. Lu can contribute to diversity of the Board.

Accordingly, the Nomination Committee recommended to the Board that the Retiring Directors stand for re-election as Directors at the AGM. As a good corporate governance practice, each of the Retiring Directors abstained from voting at the relevant Board meeting on the respective propositions of their recommendations for re-election by the Shareholders at the AGM.

The biographical details of each of the Retiring Directors to be re-elected at the AGM are set out in Appendix II to this circular in accordance with the relevant requirements under the GEM Listing Rules.

ANNUAL GENERAL MEETING AND PROXY ARRANGEMENT

The notice convening the AGM at which ordinary resolutions will be proposed, inter alia, the Issue Mandate and the Repurchase Mandate; the re-election of Retiring Directors and the re-appointment of auditors of the Company are set out on pages 16 to 20 of this circular.

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LETTER FROM THE BOARD

A form of proxy for the AGM is enclosed herewith. Whether or not you intend to be present at the AGM, you are requested to complete the form of proxy and return it to the Hong Kong branch share registrar and transfer office of the Company, Union Registrars Limited, at Suites 3301–04, 33/F., Two Chinachem Exchange Square, 338 King’s Road, North Point, Hong Kong, in accordance with the instructions printed thereon not less than 48 hours before the time fixed for the AGM (or any adjournment thereof). The completion and return of the form of proxy will not preclude you from attending and voting at the AGM in person (or any adjournment thereof) if you so wish and in such event, the form of proxy shall be deemed to be revoked.

VOTING BY POLL

Pursuant to Rule 17.47(4) of the GEM Listing Rules, the voting of the Shareholders at the AGM must be taken by poll. The chairman of the AGM will therefore demand a poll for all resolutions to be put to the vote at the meeting pursuant to the Articles. An announcement on the poll vote results will be made by the Company after the AGM, in the manner prescribed under Rule 17.47(5) of the GEM Listing Rules, on the results of the poll on all resolutions voted at the AGM.

RESPONSIBILITY STATEMENT

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

CLOSURE OF REGISTER OF MEMBERS

The register of members of the Company will be closed from Monday, 21 September 2020 to Friday, 25 September 2020, both days inclusive, during which period no transfer of Shares will be registered. In order to qualify for attending and voting at the AGM or any adjournment thereof, all transfers of Shares accompanied by the relevant share certificates and transfer forms must be lodged with the Company’s branch share registrar and transfer office in Hong Kong, Union Registrars Limited, at Suites 3301–04, 33/F., Two Chinachem Exchange Square, 338 King’s Road, North Point, Hong Kong not later than 4:00 p.m. on Friday, 18 September 2020 for registration.

GENERAL INFORMATION

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

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LETTER FROM THE BOARD

LANGUAGE

The English text of this circular shall prevail over the Chinese text for the purpose of interpretation.

RECOMMENDATION

The Directors consider that (i) the grant of the Issue Mandate and the Repurchase Mandate; (ii) the re-election of the Retiring Directors; and (iii) the re-appointment of auditors of the Company as set out in the notice of the AGM are in the interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend the Shareholders to vote in favour of all the relevant resolutions to be proposed at the AGM as set out in the notice of the AGM on pages 16 to 20 of this circular.

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

Chairman and Executive Director

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EXPLANATORY STATEMENT

APPENDIX I

This appendix serves as an explanatory statement, as required pursuant to Rule 13.08 and other relevant provisions of the GEM Listing Rules, to provide you with the requisite information for your consideration of the Repurchase Mandate.

1. STOCK EXCHANGE RULES FOR REPURCHASES OF SHARES

The GEM Listing Rules permit companies with a primary listing on the Stock Exchange to repurchase their shares on the Stock Exchange subject to certain restrictions.

The GEM Listing Rules provide that all proposed repurchases of shares by a company with a primary listing on the Stock Exchange must be approved by shareholders in advance by an ordinary resolution at a general meeting, either by way of a general mandate or by a specific approval of a particular transaction and that the shares to be repurchased must be fully paid up.

2. SHARE CAPITAL

As at the Latest Practicable Date, the issued share capital of the Company comprised 1,200,000,000 Shares.

Subject to the passing of the relevant ordinary resolutions granting the Repurchase Shares and on the basis that no further Shares are issued or repurchased before the AGM, the Directors would be authorised to exercise the powers of the Company to repurchase a maximum of 120,000,000 Shares, being 10% of the issued share capital of the Company as at the date of the AGM. The Shares repurchased by the Company shall, subject to applicable law, be automatically cancelled upon such repurchase.

3. REASONS FOR REPURCHASE

The Directors believe that the Repurchase Mandate is in the best interests of the Company and the Shareholders to have a general authority from the Shareholders to enable the Directors to repurchase Shares in the market. Such repurchases may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net asset value of the Company and/or its earnings per share and will only be made when the Directors believe that such repurchases will benefit the Company and the Shareholders.

4. FUNDING AND EFFECT OF REPURCHASES

Repurchases made pursuant to the Repurchase Mandate would be funded out of funds legally available for such purpose in accordance with the memorandum of association of the Company, the Articles, the GEM Listing Rules, and the applicable laws of the Cayman Islands.

Under the GEM Listing Rules, a listed company may not repurchase its own shares listed on GEM for a consideration other than cash or for settlement otherwise than in accordance with the trading rules of the Stock Exchange as amended from time to time.

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EXPLANATORY STATEMENT

APPENDIX I

The Directors consider that, if the Repurchase Mandate was to be exercised in full at any time during the proposed purchase period, there might be a material adverse effect on the working capital and/or the gearing position of the Company as compared with the position as at 31 March 2020, being the date of its latest published audited consolidated financial statements. However, the Directors do not intend to exercise the Repurchase Mandate to such an extent as would, in the circumstances, have a material adverse effect on the working capital requirements or the gearing position of the Company.

5. UNDERTAKING OF THE DIRECTORS

The Directors have undertaken to the Stock Exchange to exercise the Repurchase Mandate in accordance with the GEM Listing Rules, the memorandum of association of the Company, the Articles and the applicable laws of the Cayman Islands.

6. TAKEOVER CODE CONSEQUENCE

If a Shareholder’s proportionate interest in the voting rights of the Company increases on the Company exercising its powers to repurchase Shares pursuant to the Repurchase Mandate, such an increase will be treated as an acquisition for the purposes of Rule 32 of the Takeovers Code. As a result, a Shareholder or group of Shareholders acting in concert (as defined in the Takeovers Code) could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rules 26 of the Takeovers Code.

As at the Latest Practicable Date, according to the register of members kept by the Company pursuant to section 336 of the SFO and so far as was known to, or could be ascertained after reasonable enquiry by, the Directors, Sure Wonder Investments Limited held a beneficial interest in 836,952,000 Shares representing approximately 69.75% of the issued share capital of the Company. Sure Wonder Investments Limited is owned as to 83.4% by Ms. Wong Wai Fong (‘‘Ms. Wong’’), 9.3% by Mr. Kwok Yiu Chung, 1.8% by Ms. Yang Dongxiang and 5.5% by Mr. Hui Chun Wah, and is a controlled corporation of Ms. Wong, the chairman of the Board. By virtue of the SFO, Ms. Wong is deemed or taken to be interested in the Shares held by Sure Wonder Investments Limited in the Company. Mr. Kwok Yiu Chung is the spouse of Ms. Wong. Under the SFO, Mr. Kwok Yiu Chung is deemed or taken to be interested in the same number of the Shares in which Ms. Wong is interested.

In the event that the Repurchase Mandate was exercised in full, the percentage shareholding of Sure Wonder Investments Limited would be increased to approximately 77.5% of the issued share capital of the Company. Any repurchase of the Shares which results in the number of the Shares held by the public being reduced to less than the prescribed percentage of the Shares then in issue could only be implemented with the approval of the Stock Exchange to waive the GEM Listing Rules requirements regarding the public float under the GEM Listing Rules. However, the Directors have no present intention to exercise the Repurchase Mandate to such an extent as would result in the number of the Shares which are in the hands of the public falling below 25% of the total number of the Shares in issue (or such other percentage as may be prescribed as the minimum public shareholding under the GEM Listing Rules).

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EXPLANATORY STATEMENT

APPENDIX I

7. SHARE REPURCHASES MADE BY THE COMPANY

The Company has not made any repurchases of its Shares (whether on GEM or otherwise) in the six months preceding the Latest Practicable Date.

8. DIRECTORS, THEIR ASSOCIATES AND CONNECTED PERSON

None of the Directors and, to the best of their knowledge, having made all reasonable enquiries, none of their respective close associates, have any present intention, in the event that the proposal on the Repurchase Mandate is approved by Shareholders, to sell Shares to the Company or its subsidiaries.

No core connected persons of the Company (as defined in the GEM Listing Rules) have notified the Company that they have a present intention to sell Shares to the Company, nor have undertaken not to do so, in the event that the Repurchase Mandate is approved by the Shareholders.

9. SHARE PRICES

The highest and lowest traded prices for the Shares on the Stock Exchange during each of the twelve months immediately preceding and the Latest Practicable Date were as follows:

	Share prices
	Highest	Lowest
2019
July	0.260	0.216
August	0.260	0.206
September	0.248	0.220
October	0.221	0.110
November	0.243	0.173
December	0.243	0.190
2020
January	0.232	0.172
February	0.255	0.129
March	0.249	0.191
April	0.233	0.200
May	0.219	0.180
June (up to the Latest Practicable Date)	2.210	0.180

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DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED

APPENDIX II

Stated below are the details of the Directors who will retire and be eligible for re-election at the AGM in accordance with the Articles.

Ms. Wong Wai Fong (黃惠芳) (‘‘Ms. Wong’’), aged 52, is our founder, chairman of the Board, executive Director, the chairman of the legal compliance committee, a member of the remuneration committee, a member of the nomination committee and one of our Controlling Shareholders. Ms. Wong is also a director of all the subsidiaries of our Company except Full Field Management Limited. She is primarily responsible for overseeing overall business development strategies and major business decisions of our Group. Ms. Wong has over 15 years of experience in restaurant business in Hong Kong, of which she has held managerial position with our Group and was a director of a company engaging in restaurant operation. Ms. Wong completed secondary school education in Hong Kong in 1985.

Ms. Wong is the spouse of Mr. Kwok Yiu Chung, our Chief Executive Officer.

As at the Latest Practicable Date, to the best of the knowledge of the Directors, Sure Wonder Investments Limited held 836,952,000 Shares representing 69.75% of the issued share capital of the Company. Sure Wonder Investments Limited is legally and beneficially owned as to 83.4% by Ms. Wong. By virtue of the SFO, Ms. Wong is deemed, or taken to be interested in the Share held by Sure Wonder Investments Limited in the Company.

Ms. Wong has entered into a service agreement with the Company for an initial term of three years commencing on 15 February 2017 and will continue thereafter until terminated in accordance with the terms of the agreement and the initial annual salary for her is HK$480,000. Such salary will be reviewed annually by the Board and the remuneration committee; and she is entitled to a discretionary bonus as the remuneration committee of the Company may recommend to the Board and which the Board may approve with reference to her performance and the operating results of the Group.

Save as disclosed above, Ms. Wong (i) has not held any other directorships in the last three years immediately preceding the Latest Practicable Date in any listed public company in Hong Kong or overseas; (ii) is not related to any Directors, senior management, substantial shareholders or controlling shareholders of the Company; and (iii) is not interested in any Shares within the meaning of the Part XV of the SFO as at Latest Practicable Date.

Mr. Wu Jing Xie (吳競燮先生) (‘‘Mr. Wu’’), aged 44, has over 12 years of experience in the food and beverage industry in the PRC. He is currently a vice president of administration of Shanghai ShunFeng Restaurant Group Company Limited (上海順風餐飲股份 集團有限公司). Mr. Wu is the cousin of Mr. Zhang Chi, an executive Director of the Company.

Mr. Wu has entered into a service agreement with the Company as a non-executive Director for a term of one year commencing on 16 April 2020 provided that at any time during the term of appointment, either party may terminate the appointment by giving to the other not less than one month’s prior notice in writing. His appointment is subject to retirement by rotation and re-election at annual general meeting of the Company in accordance with the Articles and the GEM Listing Rules. Pursuant to the service agreement, he will receive a director’s fee of HK$200,000 per annum.

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DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED

APPENDIX II

Save as disclosed above, Mr. Wu (i) has not held any other directorships in the last three years immediately preceding the Latest Practicable Date in any listed public company in Hong Kong or overseas; (ii) is not related to any Directors, senior management, substantial shareholders or controlling shareholders of the Company; and (iii) is not interested in any Shares within the meaning of the Part XV of the SFO as at Latest Practicable Date.

Mr. Chan Hoi Kuen Matthew (陳海權先生) (‘‘Mr. Chan’’), aged 48, was appointed as an independent non-executive Director and the chairman of the nomination committee and a member of the legal compliance committee, the remuneration committee and the audit committee of our Group on 20 January 2017. Mr. Chan has over 10 years of corporate banking experience in Hong Kong.

Mr. Chan has been employed by AIA International Limited (‘‘AIA’’) since June 2009 as a business manager. Mr. Chan was subsequently promoted to his current position as a career representative unit manager in December 2014. He is responsible for management of a team providing assistance to clients in respect of wealth management and their insurance coverage. Prior to joining AIA, Mr. Chan worked in the international and local banks in Hong Kong and Australia. He was primarily responsible for managing clientele portfolio, in respect of products structure, risk assessment and profitability.

Mr. Chan graduated from the University of New South Wales in Australia with a bachelor’s degree in commerce, majoring in accounting and finance in October 1994. Mr. Chan has been a practising Certified Public Accountant registered with the Australian Society of Certified Practising Accountants since November 1997. He has also been admitted as an associate of the Hong Kong Institute of Certified Public Accountants (formerly known as Hong Kong Society of Accountants) since February 2001.

Since June 2017, Mr. Chan became an independent non-executive director of UTS Marketing Solutions Holdings Limited (stock code: 6113), a company listed on the Stock Exchange which principally carries on the business of providing telemarketing services of financial products in Malaysia.

Mr. Chan has entered into a service agreement with the Company for a term of one year after the Listing Date with an annual salary of HK$180,000, and has not entered into any service agreement with the Company thereafter up to the Latest Practicable Date.

The proposed term of service of Mr. Chan is one year commencing from the date of appointment effective upon conclusion of the AGM. The term of Mr. Chan’s appointment is subject to retirement and re-election at the annual general meetings of the Company in accordance with the Articles. The emoluments of Mr. Chan as a Director for the year ended 31 March 2020 were HK$180,000, which were determined by the Board with reference to his level of experience and responsibilities within the Group.

Mr. Chan has given the annual confirmation of independence to the Company. Based on such confirmation and the information available to the Board, the Board considers that Mr. Chan is independent. In view of the extensive knowledge and invaluable experience of Mr.

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DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED

APPENDIX II

Chan and after taking into consideration the contribution he made to the Board during the past year, the Board believes that the re-election of Mr. Chan is in the best interests of the Company and the Shareholders as a whole.

Save as disclosed above, Mr. Chan (i) has not held any other directorships in the last three years immediately preceding the Latest Practicable Date in any listed public company in Hong Kong or overseas; (ii) is not related to any Directors, senior management, substantial shareholders or controlling shareholders of the Company; and (iii) is not interested in any Shares within the meaning of the Part XV of the SFO as at the Latest Practicable Date.

Mr. Lu Jun Bo (陸軍博先生) (‘‘Mr. Lu’’), aged 36, has over 10 years of experience in the financial investment and management advisory industry in the PRC. He is currently the chairman and managing director of Guiyang Rui Shu Investment Management Company Limited* (貴陽瑞樹投資管理有限公司).

Mr. Lu has entered into an appointment letter with the Company as an independent nonexecutive Director for a term of one year commencing on 16 April 2020 provided that at any time during the term of appointment, either party may terminate the appointment by giving to the other not less than one month’s prior notice in writing. His appointment is subject to retirement by rotation and re-election at annual general meeting of the Company in accordance with the Articles and the GEM Listing Rules. Pursuant to the appointment letter, he will receive a director’s fee of HK$100,000 per annum, which were determined by the Board with reference to his level of experience and responsibilities within the Group.

Mr. Lu has given the annual confirmation of independence to the Company. Based on such confirmation and the information available to the Board, the Board considers that Mr. Lu is independent. In view of the extensive knowledge and invaluable experience of Mr. Lu and after taking into consideration the contribution he made to the Board during the past year, the Board believes that the re-election of Mr. Lu is in the best interests of the Company and the Shareholders as a whole.

Save as disclosed above, Mr. Lu (i) has not held any other directorships in the last three years immediately preceding the Latest Practicable Date in any listed public company in Hong Kong or overseas; (ii) is not related to any Directors, senior management, substantial shareholders or controlling shareholders of the Company; and (iii) is not interested in any Shares within the meaning of the Part XV of the SFO as at the Latest Practicable Date.

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NOTICE OF ANNUAL GENERAL MEETING

CBK Holdings Limited 國茂控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 8428)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the annual general meeting (the ‘‘Meeting’’) 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, 25 September 2020, at 10:00 a.m. for the following purposes:

1. To receive, consider and approve the audited financial statements of the Company and the reports of the directors and auditors of the Company for the year ended 31 March 2020;

2. To re-elect retiring directors of the Company;

3. To authorise the board (the ‘‘Board’’) of directors of the Company (the ‘‘Directors’’) to fix the Directors’ remuneration;

4. To re-appoint HLB Hodgson Impey Cheng Limited as auditors of the Company and to authorise the Board to fix the auditors’ remuneration for the ensuing year;

As special business, to consider and, if thought fit, to pass the following resolutions with or without amendments as ordinary resolutions:

ORDINARY RESOLUTIONS

1. ‘‘THAT:

2. (a) subject to paragraph (c) of this resolution, pursuant to the Rules Governing the Listing of Securities on the GEM of The Stock Exchange of Hong Kong Limited (‘‘GEM Listing Rules’’), the exercise by the Directors during the Relevant Period (as defined in paragraph (d) below) of all the powers of the Company to allot, issue or otherwise deal with unissued shares of HK$0.01 each in the share capital of the Company and to make or grant offers, agreements and options, including bonds and warrants to subscribe for shares of the Company, which might require the exercise of such powers be and the same is hereby generally and unconditionally approved;

3. (b) the approval in paragraph (a) of this resolution shall authorise the Directors during the Relevant Period to make or grant offers, agreements and options which might require the exercise of such powers after the end of the Relevant Period;

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NOTICE OF ANNUAL GENERAL MEETING

• (c) the aggregate number of shares allotted and issued or agreed conditionally or unconditionally to be allotted and issued (whether pursuant to options or otherwise) by the Directors pursuant to the approval in paragraph (a) above, otherwise than pursuant to (i) a Rights Issue (as defined below); or (ii) the exercise of any options granted under all share option schemes of the Company adopted from time to time in accordance with the GEM Listing Rules; or (iii) any scrip dividend or similar arrangements providing for the allotment and issue of shares of the Company in lieu of the whole or part of a dividend on shares of the Company in accordance with the articles of association of the Company in force from time to time; or (iv) any issue of shares of the Company upon the exercise of rights of subscription, conversion or exchange under the terms of any warrants of the Company or any securities which are convertible into or exchange for shares of the Company, shall not exceed the aggregate of:

• (aa) 20% of the number of shares of the Company in issue as at the date of the passing of this resolution; and

• (bb) (if the Directors are so authorised by a separate ordinary resolution of the shareholders of the Company) the aggregate number of shares of the Company purchased by the Company subsequent to the passing of this resolution (up to a maximum equivalent to 10% of the aggregate number of shares of the Company in issue as at the date of the passing of this resolution), and the authority pursuant to paragraph (a) of this resolution shall be limited accordingly; and

• (d) for the purposes of this resolution:

‘‘Relevant Period’’ means the period from the date of the passing of this resolution until whichever is the earliest of:

• (i) the conclusion of the next annual general meeting of the Company;

• (ii) the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company or the applicable law of the Cayman Islands to be held; and

• (iii) the passing of an ordinary resolution by the shareholders of the Company in general meeting revoking or varying the authority given to the Directors by this resolution.

‘‘Rights Issue’’ means an offer of shares of the Company, or offer or issue of warrants, options or other securities giving rights to subscribe for shares of the Company open for a period fixed by the Directors to holders of shares of the Company on the Company’s register of members on a fixed record date in proportion to their then holdings of shares of the Company (subject to such exclusion or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements, or having regard to any restrictions or obligations under the laws of, or the requirements of, or the

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NOTICE OF ANNUAL GENERAL MEETING

expense or delay which may be involved in determining the existence or extent of any restrictions or obligations under the laws of, or the requirements of, any jurisdiction outside Hong Kong or any recognised regulatory body or any stock exchange outside Hong Kong).’’

1. ‘‘THAT:

2. (a) subject to paragraph (b) of this resolution, the exercise by the Directors during the Relevant Period (as defined in paragraph (c) of this resolution) of all powers of the Company to purchase shares in the capital of the Company on The Stock Exchange of Hong Kong Limited (the ‘‘Stock Exchange’’), or any other stock exchange on which the shares of the Company may be listed and recognised by the Securities and Futures Commission of Hong Kong (the ‘‘Commission’’) and the Stock Exchange under the Hong Kong Code on Share Buy-backs issued by the Commission for such purpose, and otherwise in accordance with the rules and regulations of the Commission, the Stock Exchange, the Companies Law, Chapter 22 (Law 3 of 1961, as consolidated and revised) of the Cayman Islands and all other applicable laws in this regard, be and the same is hereby generally and unconditionally approved;

3. (b) the aggregate number of shares of the Company which may be repurchased or agreed to be repurchased by the Company pursuant to the approval in paragraph (a) of this resolution during the Relevant Period shall not exceed 10% of the aggregate number of the issued shares of the Company as at the date of the passing of this resolution and the authority pursuant to paragraph (a) of this resolution shall be limited accordingly; and

4. (c) for the purposes of this resolution:

‘‘Relevant Period’’ means the period from the passing of this resolution until whichever is the earliest of:

• (i) the conclusion of the next annual general meeting of the Company;

• (ii) the expiration of the period within the next annual general meeting of the Company is required by the articles of association of the Company or the applicable law of the Cayman Islands to be held; and

• (iii) the passing of an ordinary resolution by the shareholders of the Company in general meeting revoking or varying the authority given to the Directors by this resolution.’’

• ‘‘THAT conditional on the passing of resolutions numbered 5 and 6 above, the general mandate granted to the Directors pursuant to paragraph (a) of resolution numbered 5 above be and is hereby approved to be extended by adding to the aggregate number of the shares of the Company which may be allotted or agreed conditionally or unconditionally to be allotted by the Directors pursuant to or in accordance with such general mandate of an amount representing the aggregate

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NOTICE OF ANNUAL GENERAL MEETING

number of shares of the Company purchased by the Company pursuant to or in accordance with the authority granted under paragraph (a) of resolution numbered 6 above.’’

By order of the Board CBK Holdings Limited Wong Wai Fong Chairman

Hong Kong, 30 June 2020

Notes:

• (1) Any member of the Company (the ‘‘Member’’) entitled to attend and vote at the Meeting or its adjourned meeting (as the case may be) is entitled to appoint one or more proxies (if such member is the holder of two or more shares in the Company) to attend and, on a poll, vote on his/her/its behalf subject to the provisions of the articles of association of the Company. A proxy need not be a Member but must be present in person at the Meeting to represent the Member. If more than one proxy is so appointed, the appointment shall specify the number and class of shares in respect of which each such proxy is so appointed.

• (2) Where there are joint holders of any share of the Company, any one of such joint holders may vote at the Meeting or its adjourned meeting, either in person 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 be present at any meeting, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders, and for this purpose, seniority shall be determined by the order in which the names stand in the register of members in respect of the joint holding.

• (3) A form of proxy for use at the Meeting or its adjourned meeting is enclosed.

• (4) To be valid, the form of proxy, together with the power of attorney or other authority, if any, under which it is signed or a certified copy of such power or authority, must be deposited at the Company’s branch share registrar and transfer office in Hong Kong, Union Registrars Limited, at Suites 3301–04, 33/F., Two Chinachem Exchange Square, 338 King’s Road, North Point, Hong Kong not less than 48 hours before the time appointed for holding the Meeting or its adjourned meeting. Completion and return of the form of proxy will not preclude a Member from attending and voting in person at the Meeting or its adjourned meeting and in such event, the form of proxy shall be deemed to be revoked.

• (5) For determining Members’ entitlement to attend and vote at the Meeting, the register of Members will be closed from Monday, 21 September 2020 to Friday, 25 September 2020 (both days inclusive), during which period no transfer of shares of the Company will be effected. In order to qualify for attending the forthcoming Meeting, all transfer documents accompanied by the relevant share certificate must be lodged with the Company’s branch share registrar and transfer office in Hong Kong, Union Registrars Limited, at Suites 3301–04, 33/F., Two Chinachem Exchange Square, 338 King’s Road, North Point, Hong Kong for registration not later than 4:00 p.m. on Friday, 18 September 2020.

• (6) In relation to the proposed resolution numbered 4 above, the Board concurs with the views of the audit committee of the Company and has recommended that Messrs. HLB Hodgson Impey Cheng Limited be reappointed as the auditors of the Company.

• (7) In relation to the proposed resolutions numbered 5 and 7 above, approval is being sought from the Members for the grant to the Directors of a general mandate to authorise the allotment and issue of shares of the Company under the GEM Listing Rules. The Directors have no immediate plans to issue any new shares of the Company.

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NOTICE OF ANNUAL GENERAL MEETING

• (8) In relation to the proposed resolution numbered 6 above, the Directors wish to state that they will exercise the powers conferred thereby to repurchase shares of the Company in circumstances which they consider appropriate for the benefit of the Company and the Members. An explanatory statement containing the information necessary to enable Members to make an informed decision to vote on the proposed resolution as required by the GEM Listing Rules is set out in Appendix I of the circular.

• (9) According to Rule 17.47(4) of the GEM Listing Rules, the voting at the meeting or its adjourned meeting will be taken by poll.

• (10) If tropical cyclone warning signal No. 8 or above, or a ‘‘black’’ rainstorm warning or ‘‘extreme conditions after super typhoons’’ announced by the Government of Hong Kong is/are in effect any time after 7:00 a.m. on the date of the Meeting, the Meeting will be postponed. The Company will post an announcement on the website of Company at www.cbk.com.hk and on the website of the Stock Exchange at www.hkexnews.hk to notify Shareholders of the date, time and place of the re-scheduled meeting.

If a tropical cyclone warning 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 the Meeting and where conditions permit, the Meeting will be held as scheduled.

The Meeting will be held as scheduled when an ‘‘amber’’ or ‘‘red’’ rainstorm warning signal is in force.

After considering their own situations, Members should decide on their own whether or not they would attend the Meeting under any bad weather condition and if they do so, they are advised to exercise care and caution.

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 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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