CBK Holdings Limited — Proxy Solicitation & Information Statement 2021

Dec 20, 2021

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 and the accompanying form of proxy to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or the transferee.

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)

(1) PROPOSED CAPITAL REDUCTION OF ISSUED SHARES, SHARE PREMIUM REDUCTION AND SUB-DIVISION OF UNISSUED SHARES; AND

(2) NOTICE OF EXTRAORDINARY GENERAL MEETING

Capitalised terms used on this cover page shall have the same meanings as defined in this circular, unless the context requires otherwise.

A letter from the Board is set out on pages 5 to 12 of this circular. A notice convening the EGM to be held at 2402 China Merchants Tower, Shun Tak Centre, 168-200 Connaught Road Central, Hong Kong at 10:00 a.m. on Thursday, 13 January 2022 or any adjournment thereof is set out on pages 13 to 15 of this circular.

A form of proxy for use at the EGM is enclosed with this circular. Whether or not you are able to attend the EGM, you are advised to read the notice and complete and return the accompanying form of proxy in accordance with the instructions printed thereon to the Share Registrar, 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 (i.e. at 10:00 a.m. on Tuesday, 11 January 2022) before the time appointed for holding the EGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the EGM should you so wish, and in such event, the form of proxy shall be deemed to be revoked.

This circular, together with a form of proxy, will remain on the GEM website at www.hkgem.com on the ‘‘Latest Listed Company Announcements’’ page for seven days from the date of its publication and on the website of the Company at www.cbk.com.hk.

21 December 2021

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

– i –

PRECAUTIONARY MEASURES FOR THE EGM

In view of the ongoing Coronavirus Disease 2019 (COVID-19) pandemic and recent requirements for prevention and control of its spread, the Company will implement the following preventive measures at the EGM:

• (i) Compulsory body temperature checks will be conducted on every Shareholder, proxy and other attendees at the entrance of the EGM venue. Any person with a body temperature of over 37.4 degrees Celsius may be denied entry into the EGM venue and be asked to leave the EGM venue to the extent permitted by the law.

• (ii) Shareholders that (a) have travelled, and have been in close contact with any person who has travelled, outside of Hong Kong at any time in the preceding fourteen (14) days; (b) are, and have been, in close contact with any person who is, subject to any Hong Kong Government prescribed compulsory quarantine (including home quarantine); (c) are, and have been, in close contact with anyone who has contracted COVID-19, has been tested preliminarily positive of COVID-19 or is suspected of contracting COVID-19; or (d) have any flu-like symptoms, may be denied entry into the EGM venue and be asked to leave the EGM venue to the extent permitted by the law.

• (iii) All Shareholders, proxies and other attendees are required to wear surgical face masks inside the EGM venue at all times. Any person who does not comply with this requirement may be denied entry into the EGM venue and be asked to leave the EGM venue to the extent permitted by the law. A safe distance between seats is also recommended.

• (iv) No distribution of corporate gift or refreshment will be provided at the EGM.

To the extent permitted under the law, the Company reserves the right to deny entry into the EGM venue or require any person to leave the EGM venue in order to ensure the safety of the attendees at the EGM.

In the interest of all Shareholders’ health and safety and consistent with recent COVID-19 guidelines for prevention and control, the Company reminds all Shareholders that physical attendance in person at the EGM is not necessary for the purpose of exercising voting rights. As an alternative to attending the EGM in person, Shareholders are encouraged to consider appointing the chairman of the EGM as their proxy to vote on the relevant resolution at the EGM by submitting proxy forms with voting instructions inserted.

The proxy form can be downloaded from the Company’s website at www.cbk.com.hk and the GEM website at www.hkgem.com. If you are not a registered Shareholder (if your Shares are held via banks, brokers, custodians or HKSCC), you should consult directly with your banks or brokers or custodians (as the case may be) to assist you in the appointment of proxy.

– ii –

CONTENTS

	Page
CHARACTERISTICS OF GEM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	i
PRECAUTIONARY MEASURES FOR THE EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	ii
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
EXPECTED TIMETABLE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
NOTICE OF EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	13

– iii –

DEFINITIONS

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

• ‘‘Announcement’’

• announcement of the Company dated 1 December 2021 in relation to the proposed Capital Reduction, Share Premium Reduction and Sub-division

• ‘‘Board’’ the board of Directors

• ‘‘Capital Reduction’’

• the reduction of the issued share capital of the Company by reducing the par value of each issued Share from HK$0.10 to HK$0.01 by cancelling the paid up share capital to the extent of HK$0.09 per issued Share

• ‘‘CCASS’’ the Central Clearing and Settlement System established and operated by HKSCC

• ‘‘CCASS Operational Procedures’’ the Operational Procedures of HKSCC in relation to CCASS, containing the practices, procedures and administrative requirements relating to operations and functions of CCASS, as from time to time

• ‘‘Companies Act’’ the Companies Act (2021 Revision) of the Cayman Islands, as consolidated and revised

• ‘‘Company’’ CBK Holdings Limited, a company incorporated in the Cayman Islands with limited liability and whose issued Shares are listed on GEM of the Stock Exchange (Stock Code: 8428)

• ‘‘Court’’ the Grand Court of the Cayman Islands

• ‘‘Director(s)’’ the director(s) of the Company

• ‘‘EGM’’

• the extraordinary general meeting of the Company to be convened for the purpose of considering and, if thought fit, approving, among other things, the Capital Reduction, Share Premium Reduction and Sub-division

• ‘‘GEM’’ GEM of the Stock Exchange

– 1 –

DEFINITIONS

• ‘‘GEM Listing Committee’’

• has the same meaning ascribed thereto under the GEM Listing Rules

• ‘‘GEM Listing Rules’’

the Rules Governing the Listing of Securities on GEM

• ‘‘General Rules of CCASS’’

• the terms and conditions regulating the use of CCASS, as may be amended or modified from time to time and where the context so permits, shall include the CCASS Operational Procedures

• ‘‘HKSCC’’ Hong Kong Securities Clearing Company Limited

• ‘‘Hong Kong’’

• the Hong Kong Special Administrative Region of the People’s Republic of China

• ‘‘Latest Practicable Date’’

• 17 December 2021, being the latest practicable date prior to the printing of this circular for ascertaining certain information referred to in this circular

• ‘‘New Share(s)’’

• ordinary share(s) with par value of HK$0.01 each in the share capital of the Company immediately after the Capital Reduction and Sub-division becoming effective

• ‘‘Placing’’

the placing of the Placing Shares by the placing agent on the terms and subject to the conditions of the Placing Agreement as further described in the Placing Announcement

• ‘‘Placing Agreement’’

• a conditional placing agreement dated 15 December 2021 entered into between the Company and Orient Securities Limited as the placing agent in relation to the Placing

• ‘‘Placing Announcement’’

• announcement of the Company dated 15 December 2021 in relation to the Placing

• ‘‘Placing Share(s)’’

• up to 28,800,000 new Shares to be placed pursuant to the Placing Agreement

• ‘‘Share(s)’’

• ordinary share(s) with par value of HK$0.10 each in the share capital of the Company prior to the Capital Reduction and Sub-division becoming effective

• ‘‘Share Premium Account’’

the share premium account of the Company

– 2 –

DEFINITIONS

‘‘Share Premium Reduction’’ the proposed reduction of the entire amount standing to the credit of the Share Premium Account ‘‘Share Registrar’’ the Hong Kong branch share registrar and transfer office of the Company, Union Registrars Limited, the address of which is at Suites 3301-04, 33/F, Two Chinachem Exchange Square, 338 King’s Road, North Point, Hong Kong ‘‘Shareholder(s)’’ the holder(s) of the Share(s) or the New Share(s) ‘‘Stock Exchange’’ The Stock Exchange of Hong Kong Limited ‘‘Sub-division’’ the proposed sub-division of each authorised but unissued Share into ten (10) authorised and unissued New Shares ‘‘HK$’’ Hong Kong dollar(s), the lawful currency of Hong Kong

– 3 –

EXPECTED TIMETABLE

EXPECTED TIMETABLE OF THE CAPITAL REDUCTION, SHARE PREMIUM REDUCTION AND SUB-DIVISION

Set out below is the expected timetable for the implementation of the Capital Reduction, Share Premium Reduction and Sub-division. The expected timetable is subject to the results of the EGM and satisfaction of the conditions to the Capital Reduction, Share Premium Reduction and Sub-division 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 circular refer to the Hong Kong local times and dates.

Event

• Latest time for lodging share transfer in order to qualify for attending and voting at the EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4:00 p.m. on Friday, 7 January 2022

• Closure of register of members for determining the entitlement to attend and vote at the EGM . . . . . . . . . . . . . . . .Monday, 10 January 2022 to Thursday, 13 January 2022 (both days inclusive)

• Latest time for lodging forms of proxy for the EGM . . . . . . . . . . . . . . . . . . . 10:00 a.m. on Tuesday, 11 January 2022

• Date and time of the EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10:00 a.m. on Thursday, 13 January 2022

• Announcement of poll results of the EGM . . . . . . . . . . . . . . . . . Thursday, 13 January 2022

The following events are conditional on the fulfilment of the conditions for the implementation of Capital Reduction, Share Premium Reduction and Sub-division and therefore the dates are tentative:

Event

Expected effective date of the Capital Reduction
and Sub-division . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Before 9:00 a.m. on
Wednesday, 13 April 2022
Commencement of dealing in the New Shares . . . . . . . . . . . . . . . . . . . . . . . . 9:00 a.m. on
Wednesday, 13 April 2022
First day of free exchange of existing share certificates for
new share certificates for the New Shares . . . . . . . . . . . . . . . . Wednesday, 13 April 2022
Last day for free exchange of existing share certificates for
new share certificates for the New Shares . . . . . . . . . . . . . . . . . . . .Friday, 13 May 2022

– 4 –

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: Mr. Chow Yik (Chairman) Mr. Chan Lap Ping Mr. Tsui Wing Tak Ms. Ho Oi Kwan

Independent non-executive Directors: Mr. Chan Hoi Kuen Matthew Mr. Chong Alex Tin Yam Ms. Wong Syndia D

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: Unit 3205, 32/F West Tower Shun Tak Centre No. 168-200 Connaught Road Central Hong Kong 21 December 2021

To the Shareholders

Dear Sir/Madam,

(1) PROPOSED CAPITAL REDUCTION OF ISSUED SHARES, SHARE PREMIUM REDUCTION AND SUB-DIVISION OF UNISSUED SHARES; AND

(2) NOTICE OF EXTRAORDINARY GENERAL MEETING

INTRODUCTION

Reference is made to the Announcement. The purpose of this circular is to provide you with, among other things, information regarding the proposed Capital Reduction, Share Premium Reduction and Sub-division and the special resolution to be proposed at the EGM for the proposed Capital Reduction, Share Premium Reduction and Sub-division, and to give you notice of EGM in order to enable you to make an informed decision on whether to vote for or against the special resolution to be proposed.

– 5 –

LETTER FROM THE BOARD

PROPOSED CAPITAL REDUCTION OF ISSUED SHARES, SHARE PREMIUM REDUCTION AND SUB-DIVISION OF UNISSUED SHARES

As at the Latest Practicable Date, the authorised share capital of the Company was HK$100,000,000 divided into 1,000,000,000 Shares of par value HK$0.10 each, of which 359,999,995 Shares were issued and were fully paid or credited as fully paid. The Board proposes the Capital Reduction, Share Premium Reduction and Sub-division to be implemented in the following manner:

• (i) the par value of each of the issued Shares be reduced from HK$0.10 to HK$0.01 per issued Share by cancelling the paid up share capital to the extent of HK$0.09 per issued Share;

• (ii) the reduction of the entire amount standing to the credit of the Share Premium Account, which shall be effective when the Capital Reduction becomes effective;

• (iii) the credit arising from the Capital Reduction and Share Premium Reduction will be applied towards offsetting the accumulated losses (the ‘‘Accumulated Losses’’) of the Company as at the effective date of the Capital Reduction, and the balance of any such credit remaining after offsetting the Accumulated Losses will be applied by the Company in any manner as permitted by all applicable laws, the memorandum and articles of association of the Company;

• (iv) immediately following the Capital Reduction becoming effective, each of the authorised but unissued Shares with par value of HK$0.10 each be sub-divided into 10 authorised but unissued New Shares with par value of HK$0.01 each; and

• (v) each of the New Shares arising from the Capital Reduction and Sub-division shall rank pari passu in all respects with each other and have rights and privileges and be subject to the restrictions contained in the memorandum and articles of association of the Company.

– 6 –

LETTER FROM THE BOARD

Assuming there will be no change in the issued share capital of the Company from the Latest Practicable Date up to the date on which the Capital Reduction and Sub-division become effective, the share capital structure of the Company will be as follows:

			Immediately after the
		Immediately after	Capital Reduction and
		the Capital Reduction	Sub-division becoming
		and Sub-division	effective and assuming
		becoming effective but	completion of the
		without taking into	Placing on or before
		account the Placing	the effective date of
		Shares to be allotted	the Capital Reduction
		and issued upon	and Sub-division and
	As at the Latest	completion of the	that the Placing Shares
	Practicable Date	Placing	are fully placed
Par value	HK$0.10 per Share	HK$0.01 per New Share	HK$0.01 per New Share
Amount of the authorised share capital	HK$100,000,000	HK$100,000,000	HK$100,000,000
Number of authorised shares	1,000,000,000	10,000,000,000	10,000,000,000
	Shares	New Shares	New Shares
Amount of the issued share capital	HK$35,999,999.5	HK$3,599,999.95	HK$3,887,999.95
Number of issued shares	359,999,995 Shares	359,999,995 New Shares	388,799,995 New Shares

As at the Latest Practicable Date, 359,999,995 Shares were issued and were fully paid or credited as fully paid. Assuming that the par value of each of the 359,999,995 issued Shares will be reduced from HK$0.10 to HK$0.01 per issued Share by cancelling the paid up share capital to the extent of HK$0.09 per issued Share by way of a reduction of capital, so as to form issued New Shares with par value of HK$0.01 each, the Company’s existing issued share capital of HK$35,999,999.5 will be reduced by HK$32,399,999.55 to HK$3,599,999.95. Assuming completion of the Placing on or before the effective date of the Capital Reduction and Subdivision and that the Placing Shares are fully placed, 388,799,995 Shares will be in issue and be fully paid or credited as fully paid immediately after completion of the Placing, and immediately after the Capital Reduction and Sub-division becoming effective, the Company’s issued share capital will be reduced by HK$34,991,999.55 from HK$38,879,999.5 to HK$3,887,999.95.

Reasons for and effects of the Capital Reduction, Share Premium Reduction and Subdivision

The proposed Capital Reduction and Sub-division will enable the par value of the Shares to be reduced from HK$0.10 to HK$0.01 each. The credit arising from the Capital Reduction and Share Premium Reduction will be applied towards offsetting the Accumulated Losses of the Company as at the effective date of the Capital Reduction, thereby reducing the accumulated losses of the Company, and the balance of any such credit remaining after offsetting the Accumulated Losses may be applied by the Company in any manner as permitted by all applicable laws, the memorandum and articles of association of the Company.

The Board is of the opinion that the proposed Capital Reduction and Share Premium Reduction will give greater flexibility to the Company to declare dividends and/or to undertake any corporate exercise which requires the use of distributable reserves in the future, subject to the Company’s performance and when the Board considers that it is appropriate to do so in the future. It is important for Shareholders to note that, at this stage, there can be no assurance that any dividends will be declared or paid in the future, or that the Company will issue New Shares, even if the Capital Reduction and Sub-division take effect.

– 7 –

LETTER FROM THE BOARD

As at the date of the Announcement, the Company had no concrete plan or intention to conduct any equity fund raising exercise, including the issuance of equity securities, in the next 12 months. Further, as at the date of the Announcement, the lender (the ‘‘Lender’’) of a loan in the amount of approximately HK$1.8 million (including the principal amount and interest accrued thereon) extended to the Group (the ‘‘Loan’’) agreed in principle that the repayment date of the Loan, i.e., 24 December 2021 (the ‘‘Repayment Date’’), can be extended for a period of six months.

However, subsequent to the date of the Announcement, the Lender finally agreed to an extension of the Repayment Date for a period of no more than one month. As the Group’s general working capital is insufficient to make full repayment of the Loan and that net proceeds from equity fund raising exercises conducted by the Company in the past (the ‘‘Net Proceeds’’), including but not limited to net proceeds from the placing and listing of the Company’s shares on GEM pursuant to the Company’s prospectus dated 27 January 2017 (‘‘IPO Proceeds’’), and net proceeds from the rights issue of the Company pursuant to the Company’s prospectus dated 6 August 2021 (‘‘RI Proceeds’’), had been earmarked for a specific purpose or otherwise fully utilised, the Company had to consider conducting other equity fund raising exercises in order to make full repayment of the Loan on or before the extended repayment date.

As at the date of the Announcement, the Group’s working capital was of a low level. However, taking into account that the Group has unutilised IPO Proceeds and RI Proceeds, the use of which, in certain circumstances, may be changed, as at the date of the Announcement, the Company had no concrete plan or intention to conduct any equity fund raising exercise to restore the level of the Group’s working capital. However, subsequent to the date of the Announcement, on 13 December 2021, Moly Power Limited, an indirect wholly-owned subsidiary of the Company (as tenant) entered into an offer letter with Sun Hung Kai Real Estate (Sales and Leasing) Agency Limited (as the agent of the landlord) in respect of the lease of the premises situated at Shop No. 103A on the First Floor of Mikiki, 638 Prince Edward Road East, San Po Kong, NKIL 6308, Kowloon (the ‘‘San Po Kong Site’’) for a term of three years commencing from 1 March 2022 to 28 February 2025 (both days inclusive) with an option to renew for a further term of three years. The Directors intend to operate a new restaurant at the San Po Kong Site and the related start-up costs are expected to be funded by the IPO Proceeds. For further details, please refer to the announcement of the Company dated 13 December 2021. In light of such development, the Group needs to restore the level of its general working capital for the payment of staff costs and rental and/or property related expenses incurred on a recurring basis through placing of new Shares instead of changing the use of unutilised IPO Proceeds and RI Proceeds as (i) substantially all of the Net Proceeds earmarked for general working capital purpose have been utilised; and (ii) the Company has no intention to change the use of unutilised IPO Proceeds and RI Proceeds earmarked for a specific purpose to general working capital purpose.

– 8 –

LETTER FROM THE BOARD

As such, on 15 December 2021, the Company entered into the Placing Agreement with a placing agent, pursuant to which the placing agent has agreed, as agent of the Company, to procure not less than six independent placees on a best effort basis to subscribe for up to 28,800,000 Placing Shares at a price of HK$0.12 per Placing Share during the period described in the Placing Announcement. The maximum net proceeds from the Placing will be approximately HK$3.4 million, of which approximately HK$1.8 million will be used for repayment of the Loan and approximately HK$1.6 million will be used for general working capital of the Group. For further details, please refer to the Placing Announcement.

As at the Latest Practicable Date, save as disclosed above, the Company has no concrete plan or intention to conduct any equity fund raising exercise, including the issuance of equity securities, in the next 12 months. However, the Company cannot rule out the possibility of conducting equity fund raising exercises when required by business development and expansion in the future, relief of liabilities and/or when suitable fund raising opportunities arise. The Company will make further announcement(s) as and when appropriate in accordance with the GEM Listing Rules.

As such, the Directors are of the view that the Capital Reduction, Share Premium Reduction and Sub-division are in the best interests of the Company and the Shareholders as a whole.

Save for applying the credit arising from the Capital Reduction and Share Premium Reduction towards offsetting the Accumulated Losses of the Company and the expenses to be incurred in relation to the Capital Reduction, Share Premium Reduction and Sub-division, the Directors consider that the Capital Reduction, Share Premium Reduction and Sub-division will have no effect on the underlying assets, business operations, management or financial position of the Company or the proportional interests of the Shareholders in the Company.

Conditions of the Capital Reduction, Share Premium Reduction and Sub-division

The Capital Reduction, Share Premium Reduction and Sub-division are conditional on the following conditions being fulfilled:

• (i) the Shareholders’ approval by way of special resolution at the EGM to be convened and held to consider and, if thought fit, approve, among other things, the Capital Reduction, Share Premium Reduction and Sub-division;

• (ii) an order being made by the Court confirming the Capital Reduction;

• (iii) compliance with any conditions which the Court may impose in relation to the Capital Reduction;

– 9 –

LETTER FROM THE BOARD

• (iv) registration by the Registrar of Companies of the Cayman Islands of a copy of the order of the Court confirming the Capital Reduction and the minute approved by the Court containing the particulars required under the Companies Act with respect to the Capital Reduction; and

• (v) the GEM Listing Committee granting the listing of, and permission to deal in, the New Shares arising from the Capital Reduction and Sub-division.

The Capital Reduction, Share Premium Reduction and Sub-division will become effective when the conditions mentioned above are fulfilled. Upon the approval by the Shareholders of the Capital Reduction, Share Premium Reduction and Sub-division at the EGM, the legal advisors to the Company (as to the Cayman Islands law) will apply to the Court for hearing date(s) to confirm the Capital Reduction and a further announcement will be made by the Company as soon as practicable after the Court hearing date(s) is confirmed.

Listing of and dealings in the New Shares

Application will be made to the GEM Listing Committee for the listing of, and permission to deal in, the New Shares arising from the Capital Reduction and Sub-division.

The New 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. Subject to the granting of the listing of, and permission to deal in, the New Shares on the Stock Exchange, the New 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 New 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.

None of the share capital or debt securities of the Company is listed or dealt in on any other stock exchange other than the Stock Exchange and no such listing or permission to deal is being or is proposed to be sought.

Exchange of share certificates for the New Shares

As the Court hearing date(s) is yet to be fixed, the effective date of the Capital Reduction is not ascertainable at present. Should the Capital Reduction and Sub-division become effective, Shareholders may submit existing certificates for the Shares to the Share Registrar, Union Registrars Limited, at Suites 3301-04, 33/F, Two Chinachem Exchange Square, 338 King’s Road, North Point, Hong Kong for exchange, at the expense of the Company, within one month from the effective date of the Capital Reduction and Sub-division, for certificates for the New Shares. Details of such free exchange of share certificates will be announced as soon as the effective date of the Capital Reduction and Sub-division is ascertained.

– 10 –

LETTER FROM THE BOARD

All existing certificates of the Shares will continue to be evidence of title to such Shares and be valid for delivery, trading and settlement purpose.

ACTIONS TO BE TAKEN BY SHAREHOLDERS

A notice convening the EGM is set out on pages 13 to 15 of this circular. At the EGM, a special resolution will be put forward to the Shareholders to consider and, if thought fit, approve the proposed Capital Reduction, Share Premium Reduction and Sub-division.

To the best of knowledge of the Directors, no Shareholders have a material interest in the proposed Capital Reduction, Share Premium Reduction and Sub-division and accordingly no Shareholders will be required to abstain from voting at the EGM.

A form of proxy for use at the EGM is enclosed with this circular. Whether or not you intend to attend the EGM in person, you are requested to complete and return the accompanying form of proxy in accordance with the instructions printed thereon to the Share Registrar, Union Registrars Limited, at Suites 3301-04, 33/F, Two Chinachem Exchange Square, 338 King’s Road, North Point, Hong Kong as soon as practicable and in any event not later than 48 hours before the time of the EGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the EGM or any adjournment thereof should you so wish and in such event, the proxy shall be deemed to be revoked.

After the conclusion of the EGM, the results of the poll will be released on the GEM website at www.hkgem.com and the website of the Company at www.cbk.com.hk.

CLOSURE OF REGISTER OF MEMBERS

For the purpose of determining Shareholders’ entitlement to attend and vote at the EGM, the register of members of the Company will be closed from Monday, 10 January 2022 to Thursday, 13 January 2022 (both days inclusive), during which period no transfer of Shares will be registered. In order to qualify for attending at the EGM, all properly completed transfer forms accompanied by the relevant share certificates must be lodged for registration with the Share Registrar, 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, 7 January 2022.

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.

– 11 –

LETTER FROM THE BOARD

RECOMMENDATION

The Directors consider that the proposed Capital Reduction, Share Premium Reduction and Sub-division are in the best interests of the Company and the Shareholders as a whole and recommend the Shareholders to vote in favour of the relevant resolution at the EGM.

MISCELLANEOUS

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

Yours faithfully By order of the Board CBK Holdings Limited Chow Yik

Chairman and Executive Director

– 12 –

NOTICE OF EGM

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 2402 China Merchants Tower, Shun Tak Centre, 168-200 Connaught Road Central, Hong Kong at 10:00 a.m. on Thursday, 13 January 2022 for the purpose of considering and, if thought fit, passing the following resolution as a special resolution of the Company:

SPECIAL RESOLUTION

‘‘THAT subject to and conditional upon (i) an order being made by the Grand Court of the Cayman Islands (‘‘Court’’) confirming the Capital Reduction (as defined below); (ii) the compliance with any conditions which the Court may impose in relation to the Capital Reduction (as defined below); (iii) the registration by the Registrar of Companies of the Cayman Islands of a copy of the order of the Court confirming the Capital Reduction (as defined below) and the minute approved by the Court containing the particulars required under the Companies Act (2021 Revision) of the Cayman Islands, as consolidated and revised, with respect to the Capital Reduction (as defined below); and (iv) The Stock Exchange of Hong Kong Limited granting the listing of, and permission to deal in, the New Shares (as defined below) arising from the Capital Reduction (as defined below) and the Sub-division (as defined below), with effect from the date on which the aforesaid conditions are fulfilled (‘‘Effective Date’’):

• (a) the issued and paid-up share capital of the Company be reduced (‘‘Capital Reduction’’) by reducing the par value of each existing ordinary share with a par value of HK$0.10 of the Company in issue on the Effective Date from HK$0.10 each to HK$0.01 each by cancelling the paid-up share capital to the extent of HK$0.09 on each existing ordinary share in issue on the Effective Date so that following the Capital Reduction each such issued existing ordinary share with a par value of HK$0.10 shall be treated as one fully paid-up ordinary share with a par value of HK$0.01 (‘‘New Share(s)’’) in the share capital of the Company and any liability of the holders of such shares to make any further contribution to the capital of the Company on each such share shall be treated as satisfied and that the amount of issued share capital thereby cancelled be made available for issue of new shares of the Company;

• (b) the entire amount standing to the credit of the share premium account (‘‘Share Premium Account’’) be reduced with effect from the Effective Date (‘‘Share Premium Reduction’’);

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NOTICE OF EGM

• (c) the credit arising from the Capital Reduction and Share Premium Reduction be applied to set off against the accumulated losses of the Company as at the Effective Date and the directors of the Company be authorised to apply the balance of any such credit remaining in any manner as permitted by all applicable laws, the memorandum and articles of association of the Company at such time as they may think fit;

• (d) immediately following the Capital Reduction becoming effective, each of the then authorised but unissued existing ordinary shares with a par value of HK$0.10 be subdivided into ten (10) authorised but unissued New Shares with a par value of HK$0.01 each in the share capital of the Company (‘‘Sub-division’’) such that the current authorised share capital of the Company of HK$100,000,000 divided into 1,000,000,000 ordinary shares of par value HK$0.10 each shall become HK$100,000,000 divided into 10,000,000,000 ordinary shares of par value HK$0.01 each following the Capital Reduction and Sub-division becoming effective;

• (e) each of the New Shares arising from the Capital Reduction and Sub-division shall rank pari passu in all respects with each other and have rights and privileges and be subject to the restrictions contained in the memorandum and articles of association of the Company; and

• (f) the directors of the Company be and are hereby authorised to do all such acts and things and execute all such documents, which are ancillary to the Capital Reduction, Share Premium Reduction and Sub-division and of administrative nature, on behalf of the Company, including under seal where applicable, as they may consider necessary or expedient to give effect to the Capital Reduction, Share Premium Reduction and Sub-division.’’

Yours faithfully By order of the Board CBK Holdings Limited Chow Yik

Chairman and Executive Director

Hong Kong, 21 December 2021

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NOTICE OF EGM

Registered office:	Head office and principal place of
Cricket Square	business in Hong Kong:
Hutchins Drive	Unit 3205, 32/F
P.O. Box 2681	West Tower Shun Tak Centre
Grand Cayman KY1-1111	No. 168-200 Connaught Road Central
Cayman Islands	Hong Kong

As at the date of this notice, the Board comprises Mr. Chow Yik (Chairman), Mr. Chan Lap Ping, Mr. Tsui Wing Tak and Ms. Ho Oi Kwan, all being executive Directors, and Mr. Chan Hoi Kuen Matthew, Mr. Chong Alex Tin Yam and Ms. Wong Syndia D, all being independent nonexecutive Directors.

Notes:

1. A member entitled to attend and vote at the EGM convened by the above notice is entitled to appoint a proxy to attend and, subject to the provisions of the articles of association of the Company, vote in his stead. A member holding two or more shares entitled to attend and vote at the EGM convened by the above notice is entitled to appoint one or more proxies to attend and, subject to the provisions of the articles of association of the Company, vote in his stead. A proxy need not be a member of the Company.

2. A form of proxy for use at the EGM is enclosed. In order to be valid, the form of proxy must be duly completed and signed in accordance with the instructions printed thereon and deposited together with a power of attorney or other authority (if any) under which it is signed or a certified copy of that power or authority, at the office of the Company’s Hong Kong branch share registrar and transfer office (the ‘‘Share Registrar’’), Union Registrars Limited, at Suites 3301-04, 33/F., Two Chinachem Exchange Square, 338 King’s Road, North Point, Hong Kong at least 48 hours before the time appointed for the holding of the EGM or any adjournment thereof.

3. The register of members of the Company will be closed from Monday, 10 January 2022 to Thursday, 13 January 2022, both days inclusive, during which period no transfer of Shares will be registered. In order to be entitled to attend and vote at the EGM, all properly completed transfer forms accompanied by the relevant share certificates must be lodged with the Share Registrar, Union Registrars Limited, at Suites 3301-04, 33/F., Two Chinachem Exchange Square, 338 King’s Road, North Point, Hong Kong no later than 4:00 p.m. on Friday, 7 January 2022.

4. In the case of joint holders of a share, any one of such joint holders may vote, 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 are present at the EGM, 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. For this purpose, seniority shall be determined by the order in which the names stand in the register of members of the Company in respect of the joint holding.

5. If Typhoon Signal No. 8 or above, or extreme conditions caused by super typhoons or a ‘‘black’’ rainstorm warning is in effect in Hong Kong any time after 6:30 a.m. on the date of the EGM, the EGM will be adjourned. The Company will post an announcement on the GEM website at www.hkgem.com and the website of the Company at www.cbk.com.hk to notify Shareholders of the date, time and place of the rescheduled meeting.

6. Any voting at the EGM shall be taken by poll.

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