CBK Holdings Limited — Proxy Solicitation & Information Statement 2022

Jun 23, 2022

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 proxy form to the purchaser or the 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 takes no responsibility for the contents of this circular, makes no representation as to its accuracy or completeness and expressly disclaims 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 SHARE CONSOLIDATION AND CHANGE IN BOARD LOT SIZE;

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

(3) NOTICE OF EXTRAORDINARY GENERAL MEETING

Capitalised terms used in this cover page shall have the same meanings as those defined in this circular.

A notice convening the EGM to be held at 21st Floor, Grand Millennium Plaza, 181 Queen’s Road Central, Sheung Wan, Hong Kong on Monday, 18 July 2022 at 10:00 a.m. is set out in the on pages EGM-1 to EGM-4 of this circular. A form of proxy for use by the Shareholders at the EGM is enclosed with this circular. Whether or not you are able to attend the EGM in person, you are requested to complete the form of proxy in accordance with the instructions printed thereon and return it to the Company’s Registrar in Hong Kong, 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 EGM. 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 form of proxy shall be deemed to be revoked.

24 June 2022

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 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.

– 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:

• (1) 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.

• (2) 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.

• (3) 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.

• (4) 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 website of the Stock Exchange at www.hkexnews.hk. 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
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Expected timetable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Notice of Extraordinary General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	EGM-1

– iii –

DEFINITIONS

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

• ‘‘Board’’ the board of Directors

• ‘‘Business Day’’

• a full day upon which the Stock Exchange is open for dealings

• ‘‘Capital Reduction’’

the proposed reduction of the issued share capital of the Company whereby the nominal value of each of the issued Consolidated Shares will be reduced from HK$0.30 each to HK$0.01 each by cancelling the paid up capital to the extent of HK$0.29 on each issued Consolidated 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

• ‘‘Change in Board Lot Size’’ the change in board lot size of Shares for trading on the Stock Exchange from 12,000 Existing Shares to 2,000 Consolidated Shares or New Shares (as the case may be)

• ‘‘Companies Act’’ the Companies Act (2022 Revision) of the Cayman Islands, as consolidated and revised

• ‘‘Company’’ CBK Holdings Limited, a company incorporated in the Cayman Islands with limited liability, the Shares of which are listed on the GEM (stock code: 8428)

• ‘‘Consolidated Share(s)’’ ordinary share(s) of HK$0.30 each in the share capital of the Company immediately after the Share Consolidation becoming effective

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

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

• ‘‘Effective Date’’

• the date on which the Capital Reduction and the Share Sub-division shall become effective

– 1 –

DEFINITIONS

‘‘EGM’’	the extraordinary general meeting of the Company to be
	convened and held for the purpose of considering and, if
	thought fit, approving, among other things, the Share
	Consolidation, the Capital Reduction, the Share Premium
	Reduction and the Share Sub-division
‘‘Existing Share(s)’’	ordinary share(s) of HK$0.01 each in the share capital of
	the Company before the Share Consolidation becoming
	effective
‘‘GEM’’	the GEM of the Stock Exchange
‘‘GEM Listing Rules’’	the Rules Governing the Listing of Securities on GEM
‘‘General Rules of CCASS’’	the terms and conditions regulating the use of CCASS, as
	may be amended or modified from time to time and where
	the context so permits, shall include the CCASS
	Operational Procedures
‘‘Group’’	the Company and its subsidiaries
‘‘HK$’’	the lawful currency of Hong Kong dollars
‘‘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’’	22 June 2022, being the latest practicable date prior to the
	printing of this circular for ascertaining certain information
	contained herein
‘‘Listing Committee’’	has the meaning ascribed thereto under the GEM Listing
	Rules
‘‘Memorandum and Articles’’	the memorandum and articles of association of the
	Company, as amended from time to time
‘‘New Share(s)’’	ordinary share(s) of par value HK$0.01 each in the issued
	and unissued share capital of the Company upon the
	Capital Reduction and the Share Sub-division becoming
	effective

– 2 –

DEFINITIONS

‘‘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 ‘‘Share Consolidation’’ the proposed share consolidation of every thirty (30) issued and unissued Existing Shares of par value of HK$0.01 each into one (1) Consolidated Share of par value of HK$0.30 each ‘‘Share(s)’’ the Existing Share(s) and/or the Consolidated Share(s) and/or the New Share(s), as the case may be ‘‘Share Premium Account’’ the share premium account of the Company ‘‘Share Premium Reduction’’ the proposed reduction of the entire amount standing to the credit of the Share Premium Account ‘‘Share Sub-division’’ the proposed sub-division of each authorised but unissued Consolidated Share of par value HK$0.30 each into 30 authorised and unissued New Shares of par value of HK$0.01 each ‘‘Shareholder(s)’’ the holder(s) of Share(s) ‘‘Stock Exchange’’ The Stock Exchange of Hong Kong Limited ‘‘%’’ per cent.

– 3 –

EXPECTED TIMETABLE

The expected timetable for the Share Consolidation, the Change in Board Lot Size, the Capital Reduction, the Share Premium Reduction and the Share Sub-division is set out below. The expected timetable is subject to the results of the EGM and satisfaction of the conditions to the Share Consolidation, the Capital Reduction, the Share Premium Reduction and the Share Subdivision and is therefore for indicative purpose only. All times and dates stated in this circular refer to Hong Kong local times and dates. Dates stated in this circular for events in the timetable are indicative only and may be extended or varied. Any changes to the anticipated timetable for the Share Consolidation, the Change in Board Lot Size, the Capital Reduction, the Share Premium Reduction and the Share Sub-division will be announced as appropriate.

Date

==> picture [426 x 377] intentionally omitted <==

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|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
|Latest|date|and|time|for|lodging|transfers|
|documents|in|order|to|qualify|for|attendance|
|and|voting|at|the|EGM|.|.|.|.|.|.|.|.|.|.|.|.|.|.|.|.|.|.|.|.|.|.|.|.|.|.|.|.|.|. 4:00|p.m.|on|Tuesday,|
|12|July|2022|
|Register|of|members|of|the|Company|closed|for|
|the|determining|members|who|are|entitled|to|
|attend|and|vote|at|the|EGM|for|the|Share|
|Consolidation,|the|Capital|Reduction,|
|the|Share|Premium|Reduction|and|
|the|Share|Sub-division|.|.|.|.|.|.|.|.|.|.|.|.|.|.|.|.|.|.|.|.|.|.|.|.|.|.|.|.|. Wednesday,|13|July|2022|
|to|Monday,|18|July|2022|
|(both|days|inclusive)|
|Latest|time|for|lodging|forms|of|proxy|
|for|the|EGM|.|.|.|.|.|.|.|.|.|.|.|.|.|.|.|.|.|.|.|.|.|.|.|.|.|.|.|.|.|.|.|.|.|.|.|. 10:00|a.m.|on|Saturday,|
|16|July|2022|
|Record|date|of|the|attendance|and|
|voting|at|the|EGM|.|.|.|.|.|.|.|.|.|.|.|.|.|.|.|.|.|.|.|.|.|.|.|.|.|.|.|.|.|.|.|.|. Monday,|18|July|2022|
|Date|and|time|of|the|EGM|.|.|.|.|.|.|.|.|.|.|.|.|.|.|.|.|.|.|.|.|.|.|.|.|.|.|.|.|.|10:00|a.m.|on|Monday,|
|18|July|2022|
|Announcement|of|voting|results|of|the|EGM|for|
|the|Share|Consolidation,|the|Capital|Reduction,|
|the|Share|Premium|Reduction|
|and|the|Share|Sub-division|.|.|.|.|.|.|.|.|.|.|.|.|.|.|.|.|.|.|.|.|.|.|.|.|.|.|.|. Monday,|18|July|2022|

----- End of picture text -----

– 4 –

EXPECTED TIMETABLE

The following events are conditional	on	the	fulfilment	of	the	conditions	for	the
implementation of the Share Consolidation:
Effective date of the Share Consolidation .	. . .	. . .	. . . . . . . . . .		. Wednesday, 20		July	2022
Dealings in the Consolidated Shares commence .		. . .	. . . . . . . . . .		. 9:00 a.m. on Wednesday,
						20	July	2022
Original counter for trading in the existing Shares
in board lots of 12,000 existing Shares
(in the form of existing share certificates)
temporarily closes . . . . . . . . . . . . . .	. . .	. . .	. . . . . . . . . .		. 9:00 a.m. on Wednesday,
						20	July	2022
Temporary counter for trading in the Consolidated
Shares in board lots of 400 Consolidated
Shares (in the form of existing share certificates
in the colour of yellow) opens . . . . . . .	. . .	. . .	. . . . . . . . . .		. 9:00 a.m. on Wednesday,
						20	July	2022
First day for free exchange of existing share
certificates in the colour of yellow for new share
certificates in the colour of red
for the Consolidated Shares . . . . . . . .	. . .	. . .	. . . . . . . . . .		. Wednesday, 20		July	2022
Effective date of the Change in Board Lot Size .		. . .	. . . . . . . . . .		Wednesday, 3 August			2022
Original counter for trading in the Consolidated
Shares in board lots of 2,000 Consolidated
Shares (in the form of new share certificates in
the colour of red) re-opens . . . . . . . . .	. . .	. . .	. . . . . . . . . .		. 9:00 a.m. on Wednesday,
						3 August		2022
Parallel trading in the Consolidated Shares and
the existing Shares (in the form of new share
certificates in the colour of red and
existing share certificates in the colour of
yellow) commences . . . . . . . . . . . . .	. . .	. . .	. . . . . . . . . .		. 9:00 a.m. on Wednesday,
						3 August		2022
Designated broker starts to stand in the market to
provide matching services for odd lots of
the Consolidated Shares . . . . . . . . . . .	. . .	. . .	. . . . . . . . . .		. 9:00 a.m. on Wednesday,
						3 August		2022

– 5 –

EXPECTED TIMETABLE

Designated broker ceases to stand in the market to provide matching services for odd lots of the Consolidated Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4:00 p.m. on Tuesday, 23 August 2022 Temporary counter for trading in the Consolidated Shares in board lots of 400 Consolidated Shares (in the form of existing share certificates in the colour of yellow) closes . . . . . . . . . . . . . . . . . . . . . . . . . . 4:10 p.m. on Tuesday, 23 August 2022 Parallel trading in the Consolidated Shares (in the form of new share certificates in the colour of red and existing share certificates in the colour of yellow) ends . . . . . . . . . . . . . . . . . . . . . . . . . . . 4:10 p.m. on Tuesday, 23 August 2022 Last day for free exchange of existing share certificates in the colour of yellow for new share certificates in the colour of red for the Consolidated Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4:00 p.m. on Thursday, 25 August 2022

The following events are conditional on the fulfilment of the conditions for the implementation of the Capital Reduction, the Share Premium Reduction and the Share Subdivision and therefore the dates are tentative only: Effective date of the Capital Reduction and the Share Sub-division . . . . . . . . . . . . . . . . . . . . . . . . . . . . Tuesday, 18 October 2022 Commencement of dealings in the New Shares . . . . . . . . . . . . . . . . . 9:00 a.m. on Tuesday, 18 October 2022 First day of free exchange of existing share certificates for the Consolidated Shares into new share certificates for New Shares . . . . . . . . . . . . . . . . . . Tuesday, 18 October 2022 Last day of free exchange of existing share certificates for the Consolidated Shares into new share certificates for New Shares . . . . . . . . . . . . . . . Wednesday, 16 November 2022

– 6 –

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: Registered office: Mr. Chow Yik (Chairman) Cricket Square Mr. Chan Lap Ping Hutchins Drive Mr. Tsui Wing Tak P.O. Box 2681 Ms. Ho Oi Kwan Grand Cayman KY1-1111 Cayman Islands Independent non-executive Directors: Mr. Chan Kwan Yung Head Office and Principal Place Mr. Chong Alex Tin Yam of Business in Hong Kong: Ms. Wong Syndia D Unit 3205, 32/F West Tower Shun Tak Centre No. 168-200 Connaught Road Central Hong Kong

24 June 2022

To the Shareholders

Dear Sir or Madam,

(1) PROPOSED SHARE CONSOLIDATION AND CHANGE IN BOARD LOT SIZE;

(2) PROPOSED CAPITAL REDUCTION OF ISSUED SHARES, SHARE PREMIUM REDUCTION AND

SUB-DIVISION OF UNISSUED SHARES; AND

(3) NOTICE OF EXTRAORDINARY GENERAL MEETING

INTRODUCTION

Reference is made to the announcement of the Company dated 8 June 2022 in relation to, among other things, the Share Consolidation, the Change in Board Lot Size, the Capital Reduction, the Share Premium Reduction and the Share Sub-division.

– 7 –

LETTER FROM THE BOARD

The purpose of this circular is to provide you with further details of, among other things, (i) the Share Consolidation; (ii) the Change in Board Lot Size; (iii) the Capital Reduction; (iv) the Share Premium Reduction; (v) the Share Sub-division; and (vi) a notice convening the EGM.

PROPOSED SHARE CONSOLIDATION AND CHANGE IN BOARD LOT SIZE

The Board proposes to implement the Share Consolidation on the basis that every thirty (30) issued and unissued Existing Shares of par value of HK$0.01 each in the share capital of the Company will be consolidated into one (1) Consolidated Share of par value of HK$0.30 each.

Immediately after the Share Consolidation, the total number of Consolidated Shares in the issued share capital of the Company will be rounded down to the nearest whole number by cancelling any fraction of a Consolidated Share in the issued share capital of the Company arising from the Share Consolidation.

Effects of the Share Consolidation

As at the Latest Practicable Date, the authorised share capital of the Company is HK$100,000,000 divided into 10,000,000,000 Shares of par value of HK$0.01 each, of which 466,547,995 Shares have been issued and are fully paid or credited as fully paid. Immediately upon the Share Consolidation becoming effective but prior to the Capital Reduction and the Share Sub-division becoming effective, and assuming that no further Existing Shares will be issued or repurchased from the Latest Practicable Date up to the effective date of the Share Consolidation, the authorised share capital of the Company shall become HK$100,000,000 divided into 333,333,333. Consolidated Shares of par value of HK$0.30 each, of which 15,551,599 Consolidated Shares will have been issued and will be fully paid or credited as fully paid.

Upon the Share Consolidation becoming effective, the Consolidated Shares shall rank pari passu in all respects with each other in accordance with the Memorandum and Articles. The Share Consolidation will not result in any change in the rights of the Shareholders. Other than the expenses to be incurred in relation to the Share Consolidation, the implementation thereof will not alter the underlying assets, business operations, management or financial position of the Company or the proportionate interests or rights of the Shareholders, save for any fractional Consolidated Shares which may arise.

– 8 –

LETTER FROM THE BOARD

Conditions of the Share Consolidation

The Share Consolidation is conditional upon the following conditions being fulfilled:

• (a) the passing of an ordinary resolution to approve the Share Consolidation by the Shareholders at the EGM;

• (b) the Listing Committee of the Stock Exchange granting the listing of, and permission to deal in, the Consolidated Shares upon the Share Consolidation becoming effective; and

• (c) the compliance with all relevant procedures and requirements under the GEM Listing Rules to effect the Share Consolidation.

Subject to the fulfilment of the conditions of the Share Consolidation, the effective date of the Share Consolidation is expected to be Wednesday, 20 July 2022, being one clear Business Day immediately after the date of the EGM.

As at the Latest Practicable Date, none of the above conditions have been fulfilled.

Application for listing of the Consolidated Shares

An application will be made by the Company to the Stock Exchange for the listing of, and the permission to deal in, the Consolidated Shares.

Subject to the granting of the listing of, and permission to deal in, the Consolidated Shares on the Stock Exchange, as well as compliance with the stock admission requirements of the HKSCC, the Consolidated Shares will be accepted as eligible securities by HKSCC for deposit, clearance and settlement in CCASS with effect from the commencement date of dealing in the Consolidated 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 trading day thereafter. All activities under CCASS are subject to the General Rules of CCASS and CCASS Operational Procedures in effect from time to time. All necessary arrangements will be made for the Consolidated Shares to be admitted into CCASS established and operated by HKSCC. Shareholders should seek advice from their stockbroker or other professional adviser for details of those settlement arrangements and how such arrangements will affect their rights and interests.

None of the Existing Shares are listed or dealt in on any other stock exchange other than the Stock Exchange, and at the time the Share Consolidation becomes effective, the Consolidated Shares in issue will not be listed or dealt in on any stock exchange other than the Stock Exchange, and no such listing or permission to deal is being or is proposed to be sought.

– 9 –

LETTER FROM THE BOARD

Fractional entitlement to Consolidated Shares

Fractional Consolidated Shares arising from the Share Consolidation, if any, will be disregarded and will not be issued to the Shareholders but all such fractional Consolidated Shares will be aggregated and, if possible, sold for the benefit of the Company. Fractional Consolidated Shares will only arise in respect of the entire shareholding of a holder of the Existing Shares regardless of the number of share certificates held by such holder.

Odd lots arrangement and matching services

In order to facilitate the trading of odd lots (if any) of the Consolidated Shares, the Company has appointed an agent to provide matching services, on a best effort basis, to those Shareholders who wish to acquire odd lots of the Consolidated Shares to make up a full board lot, or to dispose of their holding of odd lots of the Consolidated Shares.

Shareholders who wish to take advantage of this facility should contact Dealing Department of Grand China Securities Limited at 503, 5/F, Loke Yew Building, 50-52 Queen’s Road Central, Hong Kong (telephone number: 3979 6718) from 9:00 a.m. on Wednesday, 3 August 2022 to 4:00 p.m. on Tuesday, 23 August 2022.

Holders of odd lots of the Consolidated Shares should note that the matching of the sale and purchase of odd lots of the Consolidated Shares is not guaranteed. Shareholders who are in any doubt about the odd lots matching arrangement are recommended to consult their own professional advisers.

Exchange of share certificates for the Consolidated Shares

Subject to the Share Consolidation becoming effective, Shareholders may, on or after Wednesday, 20 July 2022 until Thursday, 25 August 2022 (both days inclusive) between 9:00 a.m. and 4:00 p.m. on any Business Day, submit the existing share certificates for the Existing Shares (in yellow colour) to the Registrar at Suites 3301-04, 33/F, Two Chinachem Exchange Square, 338 King’s Road, North Point, Hong Kong to exchange, at the expense of the Company, for new share certificates of the Consolidated Shares (in red colour).

Shareholders should note that after the prescribed time for free exchange of share certificates, a fee of HK$2.50 each (or such higher amount as may from time to time be allowed by the Stock Exchange) will be payable by the Shareholders to the Registrar for each share certificate for the Existing Shares submitted for cancellation or each new share certificate issued for the Consolidated Shares, whichever the number of share certificates involved is higher.

After 4:10 p.m. on Tuesday, 23 August 2022, trading will only be in Consolidated Shares which share certificates will be issued in red colour. Existing share certificates in yellow colour for the Existing Shares will cease to be valid for trading and settlement purpose, but will remain valid and effective as documents of title.

– 10 –

LETTER FROM THE BOARD

Adjustments in relation to other securities of the Company

As at the Latest Practicable Date, there are 11,628,000 outstanding share options (the ‘‘Granted Share Options’’) entitling the holders thereof to subscribe for up to an aggregate of 11,628,000 Existing Shares under the share option scheme adopted by the Company on 20 January 2017 (the ‘‘Share Option Scheme’’).

Subject to the approval by the Shareholders and becoming effective, the Share Consolidation will lead to the following adjustments to the exercise prices of the Granted Share Options and the number of Consolidated Shares to be issued upon the exercise of the Granted Share Options, such adjustment to be made in accordance with the terms and conditions of the Share Option Scheme and the requirement of the GEM Listing Rules.

					As at the	As at the
					Latest Practicable		Date and			Immediately
					before the adjustments				after the		adjustments
							Number of				Number of
							Existing	Exercise		price	Consolidated
		Number of			Exercise Price	Shares to be		per			Shares to be
		share options	Date of		per Existing	issued upon		Consolidated			issued upon
Name of Gantee	Position/capacity	granted	Grant	Exercise Period	Shares		exercise	Share			exercise
Mr. Chow Yik	Chairman and	3,876,000	10 January 2022	Ten years from the Date	HK$0.229		3,876,000	HK$6.87			129,200
	executive Director			of Grant, i.e. from
				10 January 2022 to
Mr. Tsui Wing Tak	Executive Director	3,876,000		9 January 2032			3,876,000				129,200
				(both days inclusive)
Ms. Ho Oi Kwan	Executive Director	3,876,000					3,876,000				129,200
					Total		11,628,000				387,600

The above adjustments in relation to the Granted Share Options will take effect simultaneously with the effective of the Share Consolidation, currently expected to take place on Wednesday, 20 July 2022. Save for the above adjustments, all other terms and conditions of the Granted Share Options remain unchanged.

Under the terms of the Share Option Scheme, the auditors of or independent financial adviser to the Company shall certify or confirm in writing (as the case may be) on the adjustments of the share options granted under the Share Option Scheme to the Board to be in their opinion fair and reasonable in compliance with the relevant provisions of the GEM Listing Rules, or any guideline or supplemental guideline issued by the Stock Exchange from time to time. The Company intends to obtain such certification and notify option holders on the adjustments, closer to the time of the effective date of the Share Consolidation.

– 11 –

LETTER FROM THE BOARD

After the refreshment of the share option scheme limit under the Share Option Scheme on 27 May 2022, the Company is allowed to grant a maximum of 38,879,999 new share options under the Share Option Scheme to subscribe for a maximum of 38,879,999 new Shares. Subject to the approval by the Shareholders and the Share Consolidation becoming effective, the maximum number of Consolidated Shares which may fall to be issued pursuant to the exercise of any share options under the Share Option Scheme will be adjusted to 1,295,999 Consolidated Shares pursuant to the terms of the Share Option Scheme.

Save as disclosed above, as at the Latest Practicable Date, the Company has no other outstanding derivatives, options, warrants or other securities in issue which are convertible into or giving rights to subscribe for, convert or exchange into, any Existing Shares or Consolidated Shares, as the case may be.

Change in Board Lot Size

As at the Latest Practicable Date, the Shares are traded in board lots of 12,000 Existing Shares. Conditional upon the Share Consolidation becoming effective, the Board also proposes to change the board lot size for trading on the Stock Exchange from 12,000 Existing Shares to 2,000 Consolidated Shares.

Based on the closing price of HK$0.037 per Existing Share (equivalent to the theoretical closing price of HK$1.11 per Consolidated Share) as quoted on the Stock Exchange at the Latest Practicable Date, the value of each existing board lot of 12,000 Existing Shares is HK$444 and the theoretical value for each new board lot of 2,000 Consolidated Shares would be HK$2,220.

PROPOSED CAPITAL REDUCTION, SHARE PREMIUM REDUCTION AND SHARE SUB-DIVISION

The Board further proposes that immediately following the Share Consolidation becoming effective, the Capital Reduction, the Share Premium Reduction and the Share Sub-division be implemented, pursuant to which:

• (i) the issued share capital of the Company will be reduced by cancelling the paid up capital to the extent of HK$0.29 on each of the then issued Consolidated Shares such that the par value of each issued Consolidated Share will be reduced from HK$0.30 to HK$0.01;

– 12 –

LETTER FROM THE BOARD

• (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 and the Memorandum and Articles; and

• (iv) immediately following the Capital Reduction, each of the authorised but unissued Consolidated Shares of par value of HK$0.30 each be sub-divided into thirty (30) New Shares of par value of HK$0.01 each.

Effect of the Capital Reduction, the Share Premium Reduction and the Share Subdivision

As at the Latest Practicable Date, the authorised share capital of the Company is HK$100,000,000 divided into 10,000,000,000 Shares of par value of HK$0.01 each, of which 466,547,995 Shares have been issued and are fully paid or credited as fully paid.

Immediately upon the Share Consolidation, the Capital Reduction and the Share Subdivision becoming effective and assuming no further Existing Shares or Consolidated Shares (as the case may be) will be issued or repurchased from the Latest Practicable Date up to and including the Effective Date, the authorised share capital of the Company shall be HK$100,000,000 divided into 10,000,000,000 New Shares of par value of HK$0.01 each, of which 15,551,599 New Shares will have been issued and will be fully paid or credited as fully paid.

Based on the 466,547,995 Existing Shares in issue as at the Latest Practicable Date or 15,551,599 Consolidated Shares (as the case may be) in issue as at the date on which the Share Consolidation becomes effective, and assuming no further Existing Shares or Consolidated Shares (as the case may be) will be issued or repurchased prior to the Effective Date, a credit amounting to HK$4.51 million will arise as a result of the Capital Reduction.

– 13 –

LETTER FROM THE BOARD

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

		Immediately upon the
		Share Consolidation
		becoming effective but
		prior to the Capital	Immediately upon the
		Reduction and the	Capital Reduction and
	As at the Latest	Share Sub-division	the Share Sub-division
	Practicable Date	becoming effective	becoming effective
Par value	HK$0.01 per	HK$0.30 per	HK$0.01 per
	Existing Share	Consolidated Share	New Share
Amount of authorised share capital	HK$100,000,000	HK$100,000,000	HK$100,000,000
		.
Number of authorised shares	10,000,000,000	333,333,333	10,000,000,000
	Existing Shares	Consolidated Shares	New Shares
Number of issued shares	466,547,995	15,551,599	15,551,599
	Existing Shares	Consolidated Shares	New Shares
Amount of the issued share capital	HK$4,665,479.95	HK$4,665,479.7	HK$155,515.99

Upon the Capital Reduction and the Share Sub-division becoming effective, the size of each board lot of the New Shares will remain the same as that of the Consolidated Shares, being 2,000 New Shares per board lot and the New Shares will rank pari passu in all respects with each other in accordance with the Memorandum and Articles.

Other than the expenses to be incurred in relation to the Share Consolidation, the Capital Reduction, the Share Premium Reduction and the Share Sub-division, the implementation of the Share Consolidation, the Capital Reduction, the Share Premium Reduction and the Share Subdivision will not alter the underlying assets, business operations, management or financial position of the Company or the proportionate interests or rights of the Shareholders. The Directors are of the view that the Share Consolidation, the Capital Reduction, the Share Premium Reduction and the Share Sub-division will not have any material adverse effect on the financial position of the Group and are in the interest of the Company and the Shareholders as a whole.

– 14 –

LETTER FROM THE BOARD

Conditions of the Capital Reduction, the Share Premium Reduction and the Share Subdivision

• (a) the Share Consolidation has become effective;

• (b) the passing of the special resolution(s) to approve the Capital Reduction, the Share Premium Reduction and the Share Sub-division by the Shareholders at the EGM;

• (c) the Listing Committee of the Stock Exchange granting the listing of, and permission to deal in, the New Shares arising from the Capital Reduction and the Share Subdivision;

• (d) approval of the Capital Reduction by the Court;

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

• (f) registration by the Registrar of Companies in 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.

In relation to condition (c), only the issued New Shares will be applied for the listing of, and permission to deal in.

The Capital Reduction, the Share Premium Reduction and the Share Sub-division will become effective when the conditions mentioned above are fulfilled. Upon the approval by the Shareholders of the Share Consolidation, the Capital Reduction, the Share Premium Reduction and the Share Sub-division at the EGM, the legal advisers to the Company (as to Cayman Islands Law) will apply to the Court for hearing date(s) to confirm the Capital Reduction and further announcement(s) will be made by the Company on the preliminary timetable as soon as the Court hearing dates are confirmed.

As at the Latest Practicable Date, none of the above conditions have been fulfilled.

– 15 –

LETTER FROM THE BOARD

Application for listing of the New Shares

An application will be made by the Company to the Stock Exchange for the listing of, and the permission to deal in, the New Shares.

Subject to the granting of the listing of, and permission to deal in, the New Shares on the Stock Exchange, as well as compliance with the stock admission requirements of the HKSCC, 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 dealing 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 trading day thereafter. All activities under CCASS are subject to the General Rules of CCASS and CCASS Operational Procedures in effect from time to time. All necessary arrangements will be made for the New Shares to be admitted into CCASS established and operated by HKSCC.

Exchange of share certificates for the New Shares

As the Court hearing dates have yet to be fixed, the Effective Date of the Capital Reduction and the Share Sub-division is not ascertainable at present. Should the Capital Reduction and the Share Sub-division become effective, Shareholders may submit the existing share certificates for the Consolidated Shares (in red colour) to the Registrar at Suites 3301-04, 33/F, Two Chinachem Exchange Square, 338 King’s Road, North Point, Hong Kong to exchange, at the expense of the Company, for new share certificates of the New Shares (in orange colour). Details of such free exchange of share certificates will be announced as soon as the Effective Date is ascertained.

The Company will publish further announcement(s) to update the Shareholders when the Court hearing dates, the effective date of the Capital Reduction, the Share Premium Reduction and the Share Sub-division, and the period when the Shareholders can submit share certificates for the Consolidated Shares to exchange for new share certificates for the New Shares is/are ascertained and/or updated as and when appropriate.

All existing certificates of the Consolidated Shares or the Existing Shares (as the case may be) will continue to be evidence of title to such Shares but all existing certificate of the Existing Shares and Consolidated Shares will cease to be valid for trading and settlement purpose.

– 16 –

LETTER FROM THE BOARD

REASONS FOR THE SHARE CONSOLIDATION, CHANGE IN BOARD LOT SIZE, CAPITAL REDUCTION, SHARE PREMIUM REDUCTION AND SHARE SUB-DIVISION

Pursuant to Rule 17.76 of the GEM Listing Rules, where the market price of the securities of an issuer approaches the extremities of HK$0.01 or HK$9,995.00, the issuer may be required either to change the trading method or to proceed with a consolidation or splitting of its securities. The ‘‘Guide on Trading Arrangements for Selected Types of Corporate Actions’’ issued by the Hong Kong Exchanges and Clearing Limited on 28 November 2008 and updated on 1 October 2020 (the ‘‘Guide’’) has further stated that market price of the shares at a level less than HK$0.1 will be considered as trading at extremity as referred to under Rule 17.76 of the GEM Listing Rules. It has also stated in the Guide that taking into account the minimum transaction costs for a securities trade, the expected board lot value should be greater than HK$2,000.

The Company had implemented the share consolidation (the ‘‘2021 Share Consolidation’’) of every ten existing shares into one consolidated share which become effective in 27 July 2021. However, the Existing Shares of the Company firstly traded below HK$0.10 on 12 October 2022 and then fluctuated between HK$0.104 to HK$0.260 during the period from 28 October 2021 to 18 January 2022. The Existing Shares have been trading below HK$0.10 and the value of each board lot has remained below HK$2,000 since 19 January 2022 (being approximately 5 months period prior to the Latest Practicable Date). The Board considers the existing share price of the Company to be close to the extremities and it is a sufficient, fair and representative period for considering whether to implement the Share Consolidation given the relatively lengthy period of time.

It is expected that the Share Consolidation will increase the nominal value of the Shares and would bring about a corresponding upward adjustment in the trading price of the Consolidated Shares on the Stock Exchange. Based on the closing price of HK$0.037 per Existing Share (equivalent to the theoretical closing price of HK$1.11 per Consolidated Share) as quoted on the Stock Exchange on the Latest Practicable Date, the value of each existing board lot of 12,000 Existing Shares is HK$444, which is less than HK$2,000, and the theoretical value for each new board lot of 2,000 Consolidated Shares would become HK$2,220 assuming the Share Consolidation and the Change in Board Lot Size becoming effective.

– 17 –

LETTER FROM THE BOARD

In determining the ratio for the Share Consolidation and the Change in Board Lot Size, the Company had considered to (i) avoid the creation of the odd lots; (ii) maintain the trading amount for each board lot at a reasonable level; and (iii) reduce the frequency of share consolidation as the Company had implemented the 2021 Share Consolidation in July 2021 as mentioned above, however, the market price of the Existing Shares firstly traded below HK$0.10 on 12 October 2022 which approximately less than three months from the effective day of the 2021 Share Consolidation and the Existing Shares have been trading below HK$0.10 since 19 January 2022 which being approximately six months from the effective day of the 2021 Share Consolidation. The Company had considered other alternative ratios for the Share Consolidation and was of the view that (i) the ratios smaller than the 30:1 ratio (such as 20:1) would driver the expected value per new board lot of 2,000 Consolidated Shares as at the Latest Practicable Date to less than HK$2,000, and (ii) the ratios larger than the 30:1 ratio (such as 40:1) would create more odd lots under the new board lot of 2,000 Consolidated Shares.

By adopting the Share Consolidation of a ratio of 30:1 and the change of the board lot size from 12,000 Existing Shares to 2,000 Consolidated Shares, it would enable the Company to comply with the trading requirements under the GEM Listing Rules and minimise the creation of odd lots. Meanwhile, in order to facilitate the trading of odd lots (if any) of the Consolidated Shares, the Company has also appointed an agent to provide matching services, on a best effort basis, to those Shareholders who wish to acquire odd lots of the Consolidated Shares to make up a full board lot, or to dispose of their holding of odd lots of the Consolidated Shares.

The Board further considers that the Share Consolidation and the Change in Board Lot Size would increase the market price of the Consolidated Shares and the trading amount for each board lot at a reasonable level in order to attract more investors and extend the base of the Shareholders, and thus provide flexibility for the Company’s potential equity fundraisings and corporate actions in the coming 12 months as mentioned below.

In light of the above, the Board considered, notwithstanding the potential costs and negative impact arising from the creation of odd lots to the Shareholders, the Share Consolidation and the Change in Board Lot Size is in the best interests of the Company and the Shareholders as a whole.

In addition, the Company is prohibited from issuing new shares at below their par value under the Companies Act. As at the Latest Practicable Date, the par value of the Existing Shares is HK$0.01 each. Immediately upon the Share Consolidation becoming effective but prior to the Capital Reduction and the Share Sub-division becoming effective, the par value of the Consolidated Shares will be HK$0.30 each.

– 18 –

LETTER FROM THE BOARD

The proposed Capital Reduction and the Share Sub-division will enable the par value of the Consolidated Shares to be reduced from HK$0.30 to HK$0.01 each which will provide the Company with greater flexibility in possible fund raisings in the future. Further, 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 and the Memorandum and Articles.

In view of the above, the Share Consolidation, the Change in Board Lot Size, the Capital Reduction, the Share Premium Reduction and the Share Sub-division, (i) will enable the Company to increase the market price as well as each board lot value of the Shares so as to comply with the requirements under the GEM Listing Rules and the Guide; (ii) 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, while (iii) will keep the par value of the Shares at HK$0.01 per New Share, which allows greater flexibility for the Company in the pricing for any issue of new Shares 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.

As such, the Board considers that the Share Consolidation, the Change in Board Lot Size, the Capital Reduction, the Share Premium Reduction and the Share Sub-division is in the best interests of the Company and the Shareholders as a whole.

As at the Latest Practicable Date, the Company had no intention to carry out any other corporate actions or arrangements which would have a contradictory effect to the Share Consolidation and may affect the trading in the Shares (including share consolidation, share subdivision and change in board lot size) in the coming 12 months. But in view that (i) the COVID-19 pandemic has yet to be ended and it is still possibility for the Hong Kong government to reimplement social distancing measures including restriction on dine-in service hours in catering premises which may restrict the Group’s restaurant operation; and (ii) the Group’s restaurant operations has been adversely affected by the COVID-19 pandemic and the measures taken by the Hong Kong government, the Company may consider to conduct fund raising exercises in the coming 12 months as and when necessary. The Company will make further announcement in this regard in accordance with the GEM Listing Rules as and when appropriate. However, as at the Latest Practicable Date, the Company had no concrete plan, agreement, arrangement, understanding, or negotiation with any parties for any fundraising activity.

– 19 –

LETTER FROM THE BOARD

EGM

A notice convening the EGM is set out on pages EGM-1 to EGM-4 of this circular. The EGM will be held at at 21st Floor, Grand Millennium Plaza, 181 Queen’s Road Central, Sheung Wan, Hong Kong on Monday, 18 July 2022 at 10:00 a.m. to consider and, if thought fit, approve the Share Consolidation, the Capital Reduction, the Share Premium Reduction and the Share Subdivision.

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 requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and deposit the same at the Registrar, 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 the holding 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 form of proxy shall be deemed to be revoked. The resolutions proposed to be approved at the EGM will be taken by poll and an announcement will be made by the Company after the EGM on the poll results of the EGM.

To the best of the Directors’ knowledge, information and belief, having made all reasonable enquiries, no Shareholders are required to abstain from voting on the resolutions approving the Share Consolidation, the Capital Reduction, the Share Premium Reduction and the Share Subdivision at the EGM. As at the Latest Practicable Date, so far as the Directors are aware, none of the Directors nor their respective close associates had any business or interest, which competes or may compete with the businesses of the Group which would be required to be disclosed under the GEM Listing Rules.

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.

– 20 –

LETTER FROM THE BOARD

RECOMMENDATION

The Directors consider the proposed Share Consolidation, Capital Reduction, the Share Premium Reduction and Share sub-division are in the best interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend the Shareholders to vote in favour of the relevant resolutions to be proposed at the EGM.

MISCELLANEOUS

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

On behalf of the Board CBK Holdings Limited CHOW Yik

Chairman and Executive Director

– 21 –

NOTICE OF EXTRAORDINARY 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 EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the ‘‘EGM’’) of CBK Holdings Limited (the ‘‘Company’’) will be held at 21st Floor, Grand Millennium Plaza, 181 Queen’s Road Central, Sheung Wan, Hong Kong on Monday, 18 July 2022 at 10:00 a.m. to consider and, if thought fit, approve, with or without modifications, the following ordinary resolution and special resolution set out below:

ORDINARY RESOLUTION

1. ‘‘THAT subject to and conditional upon the fulfilment of all the conditions set out in the paragraph headed ‘‘Conditions of the Share Consolidation’’ in the circular of the Company dated 24 June 2022 (the ‘‘Circular’’), a copy of which has been tabled at the EGM marked ‘‘A’’ and initialled by the chairman of the EGM for the purpose of identification, with effect from one clear business day immediately following the date on which this resolution is passed or these conditions are fulfilled (whichever is the later):

2. (a) every thirty (30) issued and unissued shares with a par value of HK$0.01 each (the ‘‘Existing Shares’’) in the share capital of the Company be consolidated into one (1) share with a par value of HK$0.30 (the ‘‘Consolidated Share(s)’’) in the share capital of the Company (the ‘‘Share Consolidation’’);

3. (b) round down the number of Consolidated Shares in the issued share capital of the Company to the nearest whole number by cancelling any fraction of a Consolidated Share arising as a result of the Share Consolidation;

4. (c) any fractional Consolidated Shares resulting from the Share Consolidation will be disregarded and will not be issued to holders of the same but all such fractional Consolidated Shares will be aggregated and, if possible, sold for the benefit of the Company in such manner and on such terms as the directors of the Company (the ‘‘Director(s)’’) may think fit; and

5. (d) the Directors be and are hereby authorised to do all such acts and things and execute all such documents, which are ancillary to the Share Consolidation 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 Share Consolidation.’’

– EGM-1 –

NOTICE OF EXTRAORDINARY GENERAL MEETING

SPECIAL RESOLUTION

1. ‘‘THAT subject to and conditional upon (i) the Share Consolidation becoming effective; (ii) the fulfilment of all the conditions set out in the section headed ‘‘Conditions of the Capital Reduction, the Share Premium Reduction and the Share Sub-division’’ in the Circular, with effect from the date on which these conditions are fulfilled (the ‘‘Effective Date’’):

2. (a) the issued share capital of the Company be reduced (the ‘‘Capital Reduction’’) by cancelling the paid up capital of each of the issued Consolidated Shares to the extent of HK$0.29 on each of the issued Consolidated Shares such that the par value of each issued Consolidated Shares will be reduced from HK$0.30 to HK$0.01 (each a ‘‘New Share’’) so that following the Capital Reduction each such issued Consolidated Share with a par value of HK$0.30 shall be treated as one fully paid-up New Share with a par value of HK$0.01 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;

3. (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’’);

4. (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;

5. (d) immediately following the Capital Reduction, each of the authorised but unissued Consolidated Shares with par value of HK$0.30 each be sub-divided into thirty (30) New Shares of par value HK$0.01 each (the ‘‘Share Subdivision’’) such that, upon the Share Consolidation becoming effective, the authorised share capital of the Company of HK$100,000,000 divided into 333,333,333. Consolidated Shares of par value HK$0.30 each shall become HK$100,000,000 divided into 10,000,000,000 New Shares of par value HK$0.01 each following the Capital Reduction and Share Sub-division becoming effective;

– EGM-2 –

NOTICE OF EXTRAORDINARY GENERAL MEETING

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

• (f) the Directors be and are hereby authorised to do all such acts and things and execute all such documents, which are ancillary to the Capital Reduction, the Share Premium Reduction and the Share 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, the Share Premium Reduction and the Share Sub-division.’’

On behalf of the Board CBK Holdings Limited Chow Yik

Chairman and Executive Director

Hong Kong, 24 June 2022

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

Notes:

1. Any shareholder of the Company entitled to attend and vote at the EGM shall be entitled to appoint another person as his/her proxy to attend and vote instead of him/her. A shareholder of the Company who is the holder of two or more shares may appoint more than one proxy to represent him/her and vote on his/her behalf. A proxy need not to be a shareholder of the Company.

2. In order to be valid, a form of proxy together with the power of attorney or other authority (if any) under which it is signed or a certified copy thereof, 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 the EGM (or any adjournment thereof).

3. Completion and delivery of a form of proxy shall not preclude a shareholder of the Company from attending and voting in person at the EGM or any adjourment thereof, and in such event, the form of proxy shall be deemed to be revoked.

– EGM-3 –

NOTICE OF EXTRAORDINARY GENERAL MEETING

1. Where there are joint holders of any Shares, any one of such joint holder may vote, either in person or by proxy in respect of such Shares as if he/she were solely entitled hereto; but if more than one of such joint holders be 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, and for this purpose seniority shall be determined by the order in which the names stand in the register of members of the Company.

2. The register of members of the Company will be closed from Wednesday, 13 July 2022 to Monday, 18 July 2022, both days inclusive, during which period no transfer of Shares will be registered. In order to be eligible to attend and vote at the EGM, unregistered shareholders of the Company shall ensure that all transfer documents accompanied by the relevant share certificates must be lodged with the Company’s branch share registrar 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 Tuesday, 12 July 2022.

3. A form of proxy for use at the EGM is attached herewith.

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

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 Kwan Yung, Mr. Chong Alex Tin Yam and Ms. Wong Syndia D, all being independent nonexecutive Directors.

– EGM-4 –