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 licensed securities dealer, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in CBK Holdings Limited (the ‘‘Company’’), you should at once hand this circular with the enclosed form of proxy to the purchaser or transferee or to the bank, licensed securities dealer or other agent through whom the sale was effected for transmission to the purchaser or transferee.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this 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 REFRESHMENT OF GENERAL MANDATE; (2) PROPOSED REFRESHMENT OF SHARE OPTION SCHEME LIMIT; AND

(3) NOTICE OF EXTRAORDINARY GENERAL MEETING

Independent financial adviser to the Independent Board Committee and the Independent Shareholders

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 4 to 14 of this circular and a letter from the Independent Board Committee containing its recommendation on the Proposed Refreshment of General Mandate to the Independent Shareholders is set out on page 15 of this circular. A letter from the Independent Financial Adviser containing its recommendation on the Proposed Refreshment of General Mandate to the Independent Board Committee and the Independent Shareholders is set out on pages 16 to 28 of this circular.

A notice convening the EGM to be held at 10:00 a.m. on Friday, 27 May 2022 at 21st Floor, Grand Millennium Plaza, 183 Queen’s Road Central, Sheung Wan, Hong Kong is set out on pages EGM-1 to EGM-4 of this circular. Whether or not you intend to attend the EGM, you are requested to complete the enclosed form of proxy in accordance with the instructions printed thereon and return the same to the Company’s 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 as soon as possible but in any event not less than 48 hours before the time scheduled for the EGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending or voting in person at the EGM or any adjourned meeting thereof should you so wish.

This circular will remain on the GEM website at http://www.hkgem.com on the ‘‘Latest Listed Company Information’’ page for at least 7 days from the date of its posting and on the website of the Company at http://www.cbk.com.hk.

12 May 2022

CHARACTERISTICS OF GEM

GEM has been positioned as a market designed to accommodate small and mid-sized companies to which a higher investment risk may be attached than other companies listed on the Stock Exchange. Prospective investors should be aware of the potential risks of investing in such companies and should make the decision to invest only after due and careful consideration.

Given the emerging nature of companies listed on GEM, 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:

(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 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 –

	Page
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
LETTER FROM THE INDEPENDENT BOARD COMMITTEE . . . . . . . . . . . . . . . .	15
LETTER FROM THE INDEPENDENT FINANCIAL ADVISER . . . . . . . . . . . . . . .	16
NOTICE OF EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	EGM-1

– iii –

DEFINITIONS

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

‘‘AGM’’ the annual general meeting of the Company held on 23 July 2021 at which the Shareholders approved, among other things, the Existing General Mandate
‘‘Articles of Association’’ the articles of association of the Company
‘‘associate(s)’’ has the meaning ascribed thereto under the GEM Listing Rules
‘‘Board’’ the board of Directors
‘‘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)
‘‘controlling shareholder’’ has the meaning ascribed thereto under the GEM Listing Rules
‘‘Director(s)’’ the director(s) of the Company
‘‘EGM’’
‘‘Existing General Mandate’’

the extraordinary general meeting of the Company to be held at 10:00 a.m. on Friday, 27 May 2022 at 21st Floor, Grand Millennium Plaza, 183 Queen’s Road Central, Sheung Wan, Hong Kong, or any adjournment thereof, notice of which is set out on pages EGM-1 to EGM-4 of this circular the general mandate granted by the Shareholders at the AGM to the Directors to allot, issue and deal with up to a maximum of 28,800,000 shares (upon the Share Consolidation which became effective on 27 July 2021)

‘‘GEM’’

GEM of the Stock Exchange

‘‘GEM Listing Committee’’

has the meaning as ascribed to it under the GEM Listing Rules

‘‘GEM Listing Rules’’

the Rules Governing the Listing of Securities on GEM

‘‘Group’’

the Company and its subsidiaries

– 1 –

DEFINITIONS

‘‘HK$’’

Hong Kong dollars, the lawful currency of Hong Kong

‘‘Hong Kong’’

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

‘‘Independent Board Committee’’
an independent committee of the Board comprising all the independent non-executive Directors of the Company to advise the Independent Shareholders in respect of the Proposed Refreshment of General Mandate
‘‘Independent Financial Adviser’’ or ‘‘Messis Capital’’
‘‘Independent Shareholder(s)’’
Messis Capital Limited, being the independent financial adviser appointed to advise the Independent Board Committee and the Independent Shareholders in respect of the Proposed Refreshment of General Mandate any Shareholders other than controlling shareholders of the Company and their associates or, if there are no controlling shareholders of the Company, the Directors (excluding independent non-executive Directors) and the chief executive of the Company and their respective associates
‘‘Latest Practicable Date’’ 6 May 2022, being the latest practicable date prior to the printing of this circular for ascertaining certain information in this circular
‘‘New General Mandate’’
the general mandate proposed to be granted to the Directors at the EGM to allot, issue and otherwise deal with new Shares not exceeding 20% of the aggregate number of the issued Shares as at the date of passing of the relevant resolution(s) at the EGM
‘‘Proposed Refreshment of General Mandate’’
the proposed refreshment of the Existing General Mandate by way of granting the New General Mandate
‘‘Proposed Refreshment of Share Option Scheme Limit’’
the proposed refreshment of the Share Option Scheme Limit so that the Company may grant new Share Options to subscribe for new Shares representing in aggregate up to 10% of the aggregate number of the issued Shares as at the date of passing of the relevant resolution(s) at the EGM
‘‘Share(s)’’
ordinary share(s) of HK$0.01 each in the issued share capital of the Company

– 2 –

DEFINITIONS

‘‘Share Consolidation’’
‘‘Share Option(s)’’
‘‘Share Option Scheme’’
‘‘Share Option Scheme Limit’’
‘‘Shareholder(s)’’
‘‘Stock Exchange’’
‘‘%’’

the share consolidation of every ten (10) issued and unissued shares of HK$0.01 each into one (1) consolidated share of HK$0.10 each, which became effective on 27 July 2021, details of which are disclosed in the circular of the Company dated 7 July 2021 and the announcement of the Company dated 23 July 2021

share options to subscribe for the Shares granted and to be granted under the Share Option Scheme

the share option scheme adopted by the Company on 20 January 2017

the maximum number of Shares which may be allotted and issued upon exercise of all Share Options to be granted under the Share Option Scheme which initially shall not in aggregate exceed 10% of the shares in issue as at the date of adoption of the Share Option Scheme and thereafter, if refreshed shall not exceed 10% of the Shares in issue as at the date of approval of the refreshed limit by the Shareholders

holder(s) of Share(s)

The Stock Exchange of Hong Kong Limited

per cent.

– 3 –

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 12 May 2022

To the Shareholders

Dear Sir or Madam,

(1) PROPOSED REFRESHMENT OF GENERAL MANDATE;

(2) PROPOSED REFRESHMENT OF SHARE OPTION SCHEME LIMIT; AND

(3) NOTICE OF EXTRAORDINARY GENERAL MEETING

INTRODUCTION

The purpose of this circular is to provide you with information in relation to (i) details of the Proposed Refreshment of General Mandate; (ii) details of the Proposed Refreshment of Share Option Scheme Limit; (iii) the letter from the Independent Board Committee containing its recommendations to the Independent Shareholders on the Proposed Refreshment of General Mandate; (iv) the letter from the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders containing its advice and recommendation on the Proposed Refreshment of General Mandate; and (v) a notice of the EGM.

– 4 –

LETTER FROM THE BOARD

PROPOSED REFRESHMENT OF GENERAL MANDATE

Existing General Mandate

At the AGM, the Shareholders approved, among other things, an ordinary resolution to grant to the Directors the Existing General Mandate to issue, allot and deal with up to 288,000,000 shares (equivalent to 28,800,000 shares after the Share Consolidated become effective), which is equivalent to 20% of the then issued share capital of the Company as at the date of the AGM.

Reference is made to the announcement of the Company dated 15 December 2021 and 6 January 2022. On 15 December 2021, the Company entered into a placing agreement in relation to the placing of 28,800,000 new shares (the ‘‘Placing’’). The Placing was completed on 6 January 2022. As such, the Existing General Mandate had been fully utilised.

As at the Latest Practicable Date, the Company had not refreshed the Existing General Mandate since the AGM.

Proposed grant of the New General Mandate

The Company proposes to convene the EGM at which an ordinary resolution will be proposed to the Independent Shareholders for approving the Proposed Refreshment of General Mandate that:

(i) the Directors be granted the New General Mandate to allot and issue Shares not exceeding 20% of the issued share capital of the Company as at the date of passing the relevant ordinary resolution at the EGM; and
(ii) the New General Mandate be extended to Shares repurchased by the Company pursuant to the repurchase mandate granted to the Directors at the AGM.

Based on the 388,799,995 Shares in issue as at the Latest Practicable Date and assuming that there are no changes in the issued share capital of the Company from the Latest Practicable Date up to the date of the EGM, the Directors will be authorized to allot and issue up to 77,759,999 new Shares under the New General Mandate.

The New General Mandate will, if granted at the EGM, remain effective until the earliest of: (i) the conclusion of the next annual general meeting of the Company; (ii) the expiration of the period within which the next annual general meeting of the Company is required to be held in accordance with the Articles of Association, or any other applicable laws of the Cayman Islands; and (iii) its revocation or variation by ordinary resolution(s) of the Shareholders in general meeting.

– 5 –

LETTER FROM THE BOARD

Reasons for the Proposed Refreshment of General Mandate

The Group is principally engaged in the provision of food catering services in Hong Kong.

As a result of the Placing, the Existing General Mandate had been fully utilized. The next annual general meeting of the Company is expected to be held until around September 2022, which is around four months from the date of this circular.

The Directors consider that grant of the New General Mandate will provide the Group with the necessary flexibility to (i) fulfill any possible funding needs for general working capital and/ or future business development which may arise at any time; and (ii) strengthen the capital base of the Company. In addition, the Directors regarded equity financing as an important avenue of resources to the Group since it does not create any interest paying obligations on the Group.

As at 31 March 2022, the Group had a cash level of approximately HK$5.7 million, out of which approximately HK$2.5 million is reserved for opening a Korean BBQ and hotpot restaurant in San Po Kong, Hong Kong (please refer to the announcement of the Company dated 13 December 2021 (the ‘‘Announcement’’) for more information) and the remaining cash resources for the Group’s business operation was approximately HK$3.2 million. As disclosed in the Announcement, an offer letter dated 13 December 2021 was signed between Moly Power Limited (an indirectly wholly owned subsidiary of the Group) as tenant and Sun Hung Kai Real Estate (Sales and Leasing) Agency Limited as the agent of the landlord in respect of the lease (the ‘‘Lease’’) of Shop No. 103A on the First Floor of Mikiki, 638 Prince Edward Road East, San Po Kong, NKIL 6308, Kowloon 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 three years. The aggregate amount payable under the Lease is approximately HK$2.9 million (exclusive of airconditioning charges, management fee, government rates and promotion levy), subject to an additional turnover rent being 8% of the amount by which Moly Power Limited’s monthly gross receipts exceeds the monthly basic rent. Further, it is estimated that the monthly expenses for the Group’s business operation is approximately HK$0.9 million. Based on the above, the Group’s remaining cash resources is only enough to cover its monthly expenses in less than 4 months and the Directors consider that the Group’s cash resources is limited.

The outbreak of the COVID-19 pandemic and together with the measures taken by the Hong Kong government, have seriously impacted the food and beverage industry in Hong Kong, including the Group. In particular, the Hong Kong government has continued to restrict the Group’s restaurant operation. The Directors consider that the grant of the New General Mandate will also allow to respond to the market promptly as fund raising exercise pursuant to a general mandate provides the Company with a simpler and less lead time process to raise additional funds.

– 6 –

LETTER FROM THE BOARD

The Directors will also consider other financing methods such as specific mandate, rights issue, open offer and debt financing, if appropriate, so as to meet its financing requirements for general working capital and/or future development of the Group.

However, as compared to the issue of Shares under general mandate:

(i) the issue of Shares under specific mandate will involve extra time and cost, arising from, among others, the preparation, printing and despatch of the relevant circular and notice of extraordinary general meeting as well as the holding and convening of extraordinary general meeting for each occasion. As the issue of new shares under specific mandate requires shareholders’ approval, it may take over two months, this is primarily due to the time for the issuer to prepare a shareholder’s circular and the notice period for the shareholders’ meeting. Further, it is preliminarily estimated that additional cost of approximately HK$170,000 would be incurred in relation to (a) the engagement of professional adviser for preparation of circular; (ii) printing and despatch of the circular; and (iii) the holding and convening of extraordinary general meeting.
(ii) As for rights issue or open offer, it would require the Company to undergo a comparatively lengthy process, in order to (i) identify suitable underwriter(s) and to negotiate terms agreeable to the parties; (ii) prepare the requisite compliance and legal documentation, including but not limited to the underwriting agreement(s), announcement(s) and prospectus(es). For instance, the rights issue or open offer normally takes at least five to six weeks (from announcement date). As regard to the rights issue or open offer which shareholders’ approval is required, it may take over two months, this is primarily due to the time for the issuer to prepare a shareholder’s circular and the notice period for the shareholders’ meeting. As such, the Board is of the view that the lengthy period involved in a rights issue or an open offer may result in the Company facing uncertainty in being able to raise the requisite amount of funds.
(iii) Debt financing will usually incur interest burden on the Group and may be subject to, including but not limited to, lengthy due diligence, negotiations with the banks and the requirement of collateral.

The Directors believe that the grant of the New General Mandate is more cost-effective, efficient and less time consuming and will enhance the Company’s financial flexibility to maintain, expand and develop the business of the Group.

As at the Latest Practicable Date, the Company has no concrete plan or has not entered or has not proposed to enter into any agreement, arrangement, understanding or undertaking (is not in negotiation whether concluded or not) in respect of new business opportunities and/or issue of new Shares utilising the New General Mandate.

– 7 –

LETTER FROM THE BOARD

In view of the above, in particular (i) the next annual general meeting of the Company is expected to be held until around September 2022, which is around four months from the date of this circular; (ii) the Group’s cash resources is only enough to cover its monthly expenses in less than 4 months as discussed above; (iii) the COVID-19 pandemic has yet to be ended and the measures taken by the Hong Kong government has continued to restrict the Group’s restaurant operation; and (iv) the flexibility provided under the New General Mandate is crucial to maintain, expand and/or develop the business of the Group during the current uncertain pandemic situation, the Directors consider that the Company has an imminent need to refresh the Existing General Mandate and the grant of the New General Mandate is in the interest of the Company and the Shareholders as a whole.

FUND RAISING ACTIVITIES OF THE COMPANY IN THE PAST TWELVE MONTHS

The following table summarises the fund raising activity by the Company in the past twelve months immediately prior to the Latest Practicable Date:

		Net proceeds
Date of announcement/	Fund raising	to be raised	Proposed use of net
prospectus	activity	(approximately)	proceeds	Actual use of net proceeds
23 June 2021,	Rights Issue	Approximately	HK$22.7 million for food	Approximately (i) HK$18.7
6 August 2021 and	on the basis	HK$34.5 million	and beverage business	million was utilised for setting
3 September 2021	of three rights		expansion and HK$11.8	up of restaurant in Central,
	shares for every		million for general	Hong Kong (including a
	two shares held		working capital of the	central kitchen); (ii) HK$4.0
	on the record date		Group (Note 1)	million was utilised for
	(the ‘‘Rights			catering service operation; and
	Issue’’)			(iii) HK$10.6 million was
				utilised for general working
				capital of the Group (Note 2)
15 December 2021 and	Placing of new	approximately	Approximately HK$1.8	Approximately HK$1.8 million
6 January 2022	shares under	HK$3.4 million	million for repayment of a	was utilised for repayment of a
	general mandate		loan and HK$1.6 million	loan and HK$1.6 million was
			for general working capital	utilised for general working
			of the Group.	capital of the Group.

Note 1: The Board resolved to change the uses of proceeds from the Rights Issue. As disclosed in the prospectus of the Company dated 6 August 2021, the net proceeds from the Rights Issue of HK$34.51 million were allocated as to approximately (i) HK$16.92 million for set up a food court in Tsim Sha Tsui, Hong Kong; (ii) HK$7.27 million for set up a restaurant in Jordan, Hong Kong; (iii) HK$6.72 for set up a restaurant in Causeway Bay, Hong Kong; and (iv) HK$3.6 million for general working capital of the Group.

– 8 –

LETTER FROM THE BOARD

As disclosed in the announcement of the Company dated 5 November 2021, the allocation of the use of proceeds from the Rights Issue was changed as approximately (i) HK$16.70 million for set up a restaurant in Central, Hong Kong (including a central kitchen); (ii) HK$5.49 million for set up a restaurant in Jordan, Hong Kong; (iii) HK$6.72 million for set up a restaurant in Causeway Bay, Hong Kong; and (iv) HK$5.60 million for general working capital of the Group.

As disclosed in the third quarterly report of the Company for the nine months ended 31 December 2021, the allocation of the use of proceeds from the Rights Issue was further changed as to approximately (i) HK$18.70 million for set up a restaurant in Central, Hong Kong (including a central kitchen); (ii) HK$3.21 million for set up a restaurant in Jordan, Hong Kong; (iii) HK$4.00 million for operation of catering services in Hong Kong; and (iv) HK$8.60 million for general working capital of the Group.

As disclosed in the announcement of the Company dated 24 March 2022, the allocation of the use of proceeds from the Rights Issue was further changed as to approximately (i) HK$18.70 million for set up a restaurant in Central, Hong Kong (including a central kitchen); (ii) HK$4.00 million for operation of catering services in Hong Kong; and (iii) HK$11.81 million for general working capital of the Group.

Please refer to the announcement of the Company dated 5 November 2021, the third quarterly report of the Company for the nine months ended 31 December 2021 and the announcement of the Company dated 24 March 2022 for more details on the changes of the use of proceeds from the Rights Issue.

Note 2: As at the Latest Practicable Date, the remaining net proceeds from the Rights Issue was approximately HK$1.20 million. Such net proceeds will be utilised for the payment of rent, staff salaries, professional fee and inventories in the coming two months.

Save as disclosed above, the Company had not conducted any other equity fund raising activities in the past twelve months immediately preceding the Latest Practicable Date.

POTENTIAL DILUTION EFFECT

Set out below is the shareholding structure of the Company as at the Latest Practicable Date and upon full utilisation of the New General Mandate (assuming that there is no change in the issued share capital of the Company from the Latest Practicable Date up to the date of the EGM), for illustrative and reference purpose:

Existing public shareholders Maximum New Shares to be issued under the New General Mandate Total	As at the Latest Practicable Date No. of Shares Approximate % 388,799,995 100.00 – – 388,799,995 100.00	Upon full utilisation of the New General Mandate No. of Shares Approximate % 388,799,995 83.33 77,759,999 16.67 466,559,994 100.00	Upon full utilisation of the New General Mandate No. of Shares Approximate % 388,799,995 83.33 77,759,999 16.67 466,559,994 100.00
			100.00

– 9 –

LETTER FROM THE BOARD

In the past twelve months immediately preceding the Latest Practicable Date, the Company conducted a Rights Issue on the basis of on the basis of three rights shares for every two shares held on the record date and the Placing. Immediately before the Rights Issue and the Placing, the existing public shareholders owned 1,046,793,600 shares (or equivalent to 104,679,360 Shares after the Share Consolidated become effective) and such 104,679,360 Shares (i) represented approximately 72.69% of the total issued share capital of the Company immediately before the Rights Issue and the Placing; (ii) would represent approximately 22.44% of the total issued capital of the Company as enlarged by the Rights Issue, the Placing and the New General Mandate. Based on the above, the potential aggregated dilution impact of the aforesaid public shareholders is approximately 50.25%.

Having considered (x) the factors as set out in the section headed ‘‘Reasons for the Proposed Refreshment of General Mandate’’ above, in particular (i) the next annual general meeting of the Company is expected to be held until around September 2022, which is around four months from the date of this circular; (ii) the Group’s cash resources is only enough to cover its monthly expenses in less than 4 months; (iii) the COVID-19 pandemic has yet to be ended and the measures taken by the Hong Kong government has continued to restrict the Group’s restaurant operation; (iv) the flexibility provided under the New General Mandate is crucial to maintain, expand and/or develop the business of the Group during the current uncertain pandemic situation as fund raising exercise pursuant to a general mandate provides the Company with a simpler and less lead time process to raise additional funds; and (v) the issue of Shares under the New General Mandate will not create any interest paying obligations on the Group; (y) the shareholding interests of all existing Shareholders will be reduced in proportion to their respective shareholdings upon any utilisation of the New General Mandate, and (z) the new Shares cannot be allotted and issued at more than 20% discount to the benchmarked market price under the New General Mandate while the subscription price of the issue of new shares under specific mandate, rights issue or open offer may involve more discount to the market price, the Directors considers that the flexibility provided from the New General Mandate outweighs the aforesaid potential aggregated dilution impact.

PROPOSED REFRESHMENT OF SHARE OPTION SCHEME LIMIT

The existing Share Option Scheme was adopted by the Company on 20 January 2017 (the ‘‘Adoption Date’’). There has not been any refreshment of the Share Option Scheme Limit since the Adoption Date. Apart from the Share Option Scheme, the Company had no other share option scheme as at the Latest Practicable Date. Pursuant to the existing Share Option Scheme Limit, the maximum number of Shares that may be issued upon exercise of all the options which may be granted under the Share Option Scheme shall not exceed 120,000,000 shares, being 10% of the total issued share capital as at the Adoption Date (or equivalent to 12,000,000 shares upon the Share Consolidation become effective).

– 10 –

LETTER FROM THE BOARD

Reference is made to the announcement of the Company dated 10 January 2022 whereby it was disclosed that the Company had granted 11,628,000 share options (the ‘‘Granted Share Options’’) carrying the rights to subscribe for an aggregate of 11,628,000 Shares to three executive Directors, namely Mr. Chow Yik, Mr. Tsui Wing Tak and Ms. Ho Oi Kwan, details of which are set out below:

						Number of	Number of
						share options	share options
						exercised as at	outstanding as
						the Latest	at the Latest
		Number of share				Practicable	Practicable
Name of Grantee	Position/capacity	options granted	Date of Grant	Exercise Period	Exercise Price	Date	Date
Mr. Chow Yik	Chairman and	3,876,000	10 January	Ten years from the	HK$0.229 per	–	3,876,000
	executive Director		2022	Date of Grant, i.e.	Share
Mr. Tsui Wing Tak	Executive Director	3,876,000		from 10 January		–	3,876,000
Ms. Ho Oi Kwan	Executive Director	3,876,000		2022 to 9 January		–	3,876,000
				2032 (both days
				inclusive)

In view of the existing Share Option Scheme Limit had been utilised up to 11,628,000 Shares, representing approximately 97% of the existing Option Share Option Scheme Limit, and it is a flexible mean to provide incentives to, and recognise the contribution of, the eligible participants under the Share Option Scheme by way of granting options, the Directors consider that it is in the best interests of the Company and the Shareholders as a whole to refresh the Share Option Scheme Limit.

As at the Latest Practicable Date, there were 388,799,995 Shares in issue. Upon the Proposed Refreshment of the Share Option Scheme Limit and assuming that the total issued share capital of the Company remains unchanged prior to the date of the EGM, the Company may grant options to eligible participants under the Share Option Scheme to subscribe for a maximum of 38,879,999 Shares, being 10% of the total issued share capital as at the date of approval of the Refreshment of the Share Option Scheme Limit. Options previously granted under the Share Option Schemes (including without limitation those outstanding, cancelled, lapsed or exercised in accordance with the Share Option Scheme), if any, will not be counted for the purpose of calculating the Refreshment of the Share Option Scheme Limit. Pursuant to the terms of the Share Option Scheme and in accordance with the relevant provisions of the GEM Listing Rules, the total number of Shares which may be issued upon exercise of all outstanding options granted and yet to be exercised under the Share Option Scheme at any time shall not exceed 30% of the total issued share capital from time to time. No options may be granted under the Share Option Scheme if it will result in the aforesaid 30% limit being exceeded.

Assuming that the total issued share capital of the Company remains unchanged prior to the date of the EGM and the Proposed Refreshment of the Share Option Scheme Limit is approved, the Company will be 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. Together with the total of 11,628,000 new Shares to be allotted and issued upon full exercise of the Granted Share Options as at the Latest Practicable Date, the Company will be allowed to allot and issue a

– 11 –

LETTER FROM THE BOARD

maximum of 50,507,999 new Shares (representing approximately 13.0% of the total issued share capital of the Company as at the Latest Practicable Date) upon the exercise of such options which maybe/have been granted by the Company under the Share Option Scheme (with the refreshed Share Option Scheme Limit), which is within the 30% limit in issue from time to time as required under the GEM Listing Rules.

As at the Latest Practicable Date, the Company had no plan to further share options under the refreshed Share Option Scheme Limit.

At the EGM, an ordinary resolution will be proposed to the Shareholders to approve the Proposed Refreshment of the Share Option Scheme Limit.

The Proposed Refreshment of the Share Option Scheme Limit is conditional upon:

(i) the passing of an ordinary resolution to approve the Proposed Refreshment of the Share Option Scheme Limit by the Shareholders at the EGM; and
(ii) the GEM Listing Committee granting the approval for the listing of, and permission to deal in, the Shares which may fall to be allotted and issued upon the exercise of any options that may be granted pursuant to the Share Option Scheme under the Proposed Refreshment of the Share Option Scheme Limit.

Application will be made to the Stock Exchange for the listing of, and permission to deal in, the Shares which may fall to be allotted and issued upon the exercise of any options that may be granted pursuant to the Share Option Scheme under the Proposed Refreshment of the Share Option Scheme Limit.

EGM

The EGM will be convened and held for the purpose of considering, and, if thought fit, to approve the Proposed Refreshment of Share Option Scheme Limit and the Proposed Refreshment of General Mandate.

The notice of the EGM is set out on pages EGM-1 to EGM-4 of this circular. A form of proxy for use at the EGM is enclosed. Whether or not you are able to attend the EGM, you are requested to complete and return the enclosed form of proxy in accordance with the instructions printed thereon to the office of the Company’s 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 as soon as possible but in an event not less than 48 hours before the time scheduled for the EGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending or voting in person at the EGM or any adjourned meeting should you so wish.

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LETTER FROM THE BOARD

Pursuant to Rule 17.42A(1) and 17.47(4) of the GEM Listing Rules, the Proposed Refreshment of General Mandate will be subject to the approval of the Independent Shareholders at the EGM taken on a vote by way of poll. Any controlling shareholders of the Company and their associates, or where there is no controlling shareholder of the Company, the Directors (excluding independent non-executive Directors) and the chief executive of the Company and their respective associates, shall abstain from voting in favour of the relevant resolution to approve the Proposed Refreshment of General Mandate. As at the Latest Practicable Date, (i) there was no controlling shareholder of the Company; and (ii) none of the Directors and the chief executive of the Company and their respective associates held any Shares and to the extent that any of the Directors and their respective associates controlled or were entitled to exercise control over the voting rights in respect of his/her/their Shares at the date of EGM, they are required to abstain from voting in favour of the ordinary resolution(s) to approve the Proposed Refreshment of General Mandate at the EGM.

The Company will announce the results of the poll in accordance with the GEM Listing Rules.

RECOMMENDATION

Your attention is drawn to the letter from the Independent Board Committee containing its recommendation to the Independent Shareholders set out on page 15 of this circular and the letter from the Independent Financial Adviser containing its recommendation to the Independent Shareholders and the principal factors which it has considered in arriving at its recommendation as set out on pages 16 to 28 of this circular, with regard to the Proposed Refreshment of General Mandate.

The Directors are of the view that the terms of the Proposed Refreshment of Share Option Scheme Limit and the Proposed Refreshment of General Mandate are fair and reasonable, and the Proposed Refreshment of Share Option Scheme Limit and the Proposed Refreshment of General Mandate are in the interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend the Shareholders (or the Independent Shareholders, as the case may be) to vote in favour of the resolution(s) for approving the Proposed Refreshment of Share Option Scheme Limit and the Proposed Refreshment of General Mandate, respectively.

GENERAL

The Independent Financial Adviser has given and has not withdrawn its written consent to the issue of this circular with the inclusion of its letter and references to its name in the form and context in which they respectively appear.

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LETTER FROM THE BOARD

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 Group. 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.

Yours faithfully, By order of the Board CBK Holdings Limited CHOW Yik

Chairman and Executive Director

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LETTER FROM THE INDEPENDENT BOARD COMMITTEE

CBK Holdings Limited 國茂控股有限公司

(Incorporated in the Cayman Islands with limited liability) (Stock Code: 8428)

12 May 2022

To the Independent Shareholders

Dear Sir or Madam,

PROPOSED REFRESHMENT OF GENERAL MANDATE

We refer to the circular of the Company dated 12 May 2022 (the ‘‘Circular’’) of which this letter forms part. Capitalised terms defined in the Circular shall have the same meanings when used herein unless the context otherwise requires.

We have been appointed by the Board as members to constitute the Independent Board Committee and to advise the Independent Shareholders as to (i) whether the terms of the Proposed Refreshment of General Mandate are fair and reasonable; (ii) whether the Proposed Refreshment of General Mandate is in the interests of the Company and the Shareholders as a whole; and (iii) how to vote at the EGM. Messis Capital has been appointed to advise the Independent Board Committee and the Independent Shareholders in this regard. Details of its recommendation, together with the principal factors and reasons taken into consideration in arriving at such recommendation, are set out on pages 16 to 28 of the Circular.

Your attention is also drawn to the letter from the Board set out on pages 4 to 14 of the Circular.

Having considered the Proposed Refreshment of General Mandate and the recommendation of Messis Capital, we consider that the terms of the Proposed Refreshment of General Mandate are fair and reasonable so far as the Independent Shareholders are concerned and in the interests of the Company and the Shareholders as a whole. Accordingly, we recommend the Independent Shareholders to vote in favour of the ordinary resolution(s) to be proposed at the EGM to approve the Proposed Refreshment of General Mandate.

Yours faithfully,

For and on behalf of the Independent Board Committee

Mr. CHAN Kwan Yung Mr. CHONG Alex Tin Yam Ms. WONG Syndia D Independent non-executive Directors

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

The following is the full text of the letter from the Independent Financial Adviser which sets out its advice to the Independent Board Committee and the Independent Shareholders for inclusion in this circular.

12 May 2022

To: The Independent Board Committee and the Independent Shareholders of CBK Holdings Limited

Dear Sir/Madam,

PROPOSED REFRESHMENT OF GENERAL MANDATE

INTRODUCTION

We refer to our appointment as the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders in respect of the Proposed Refreshment of General Mandate, details of which are set out in the letter from the Board (the ‘‘Letter’’) contained in the circular of the Company to the Shareholders dated 12 May 2022 (the ‘‘Circular’’), of which this letter forms part. Capitalised terms used in this letter shall have the same meanings as defined in the Circular unless the context otherwise requires.

Proposed Refreshment of General Mandate

The Company proposes to convene the EGM at which an ordinary resolution will be proposed to the Independent Shareholders for approving the Proposed Refreshment of General Mandate that:

(i) the Directors be granted the New General Mandate to allot and issue Shares not exceeding 20% of the issued share capital of the Company as at the date of passing the relevant ordinary resolution at the EGM; and
(ii) the New General Mandate be extended to Shares repurchased by the Company pursuant to the repurchase mandate granted to the Directors at the AGM.

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

The share capital base of the Company has been enlarged pursuant to the completion of the placing of 28,800,000 new Shares (the ‘‘Placing’’) on 6 January 2022 and the Existing General Mandate therefore requires to be refreshed to allow the Directors to allot and issue Shares based on the enlarged issued share capital of the Company. The Proposed Refreshment of General Mandate is in accordance with Question No. 31 of the Frequently Asked Questions Series 1 released by the Stock Exchange in March 2004 and last updated in October 2020.

Implication under the GEM Listing Rules

As at the Latest Practicable Date, (i) there was no controlling shareholder of the Company; and (ii) none of the Directors and the chief executive of the Company and their respective associates held any Shares and to the extent that any of the Directors and their respective associates controlled or were entitled to exercise control over the voting rights in respect of his/ her/their Shares at the date of EGM, they are required to abstain from voting in favour of the ordinary resolution(s) to approve the Proposed Refreshment of General Mandate at the EGM.

INDEPENDENT BOARD COMMITTEE

The Independent Board Committee comprising all independent non-executive Directors, namely Mr. Chan Kwan Yung, Mr. Chong Alex Tin Yam and Ms. Wong Syndia D, has been established to provide recommendations to the Independent Shareholders in connection with the Proposed Refreshment of General Mandate and the transactions contemplated thereunder. We are appointed as the Independent Financial Adviser to advise the Independent Board Committee and the Independent Shareholders in these regards.

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

OUR INDEPENDENCE

As at the Latest Practicable Date, we did not have any relationship with or interest in the Company or any other parties that could reasonably be regarded as relevant to our independence. In the last two years, we have acted as the independent financial adviser to the independent board committee and the independent shareholders of the Company for the following transactions (the ‘‘Previous Appointment’’):

Date of announcement Nature of the transaction

23 June 2021 Proposed Rights Issue On The Basis Of Three (3) Rights Shares For Every Two (2) Shares Held On The Record Date On A Non-underwritten Basis

With regard to our independence from the Company, it is noted that (i) apart from normal professional fees paid or payable to us in connection with the Previous Appointment as well as the current appointment as the Independent Financial Adviser, no arrangements exist whereby we had received or will receive any fees or benefits from the Company or any other parties that could reasonably be regarded as relevant to our independence; (ii) we have maintained our independence from the Company during the Previous Appointment; (iii) the service fees received separately or aggregately from the Previous Appointment and the current appointment do not constitute a significant portion of our total revenue, and (iv) our independence from the Company has not been compromised because of the Previous Appointment. Accordingly, we consider that the Previous Appointment would not affect our independence, and that we are independent from the Company pursuant to Rule 13.84 of the Listing Rules.

BASIS OF OUR OPINION AND RECOMMENDATION

In formulating our opinion and recommendation to the Independent Board Committee and the Independent Shareholders in relation to the Proposed Refreshment of General Mandate, we have relied on the information, facts and representations contained or referred to in the Circular and the information, facts and representations provided by, and the opinions expressed by the Directors, management of the Company and its subsidiaries (the ‘‘Management’’). We have assumed that all information, facts, opinions and representations made or referred to in the Circular were true, accurate and complete at the time they were made and continued to be true and that all expectations and intentions of the Directors and the Management, will be met or carried out as the case may be. We have no reason to doubt the truth, accuracy and completeness of the information, facts, opinions and representations provided to us by the Directors and the Management. The Directors jointly and severally accept full responsibility for the accuracy of the information contained in the Circular and confirm, having made all reasonable enquiries, that to the best of their knowledge, opinions expressed in the Circular have been arrived at after due and careful consideration and there are no other facts not contained in the Circular, the omission of which would make any statement in the Circular misleading. We have also sought and received confirmation from the Directors that no material facts have been omitted from the information supplied and opinions expressed.

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

We consider that we have been provided with, and we have reviewed sufficient information to reach an informed view, to justify relying on the accuracy of the information contained in the Circular and to provide a reasonable basis for our opinion. We have no reason to doubt that any relevant material facts have been withheld or omitted from the information provided and referred to in the Circular or the reasonableness of the opinions and representations provided to us by the Directors and the Management. We have not, however, conducted any independent verification of the information provided, nor have we carried out any independent investigation into the business, financial conditions and affairs of the Company or its future prospects.

Based on the foregoing, we confirm that we have taken all reasonable steps, which are applicable to the Proposed Refreshment of General Mandate, as referred to in Rule 17.92 of the GEM Listing Rules (including the notes thereof) in formulating our opinion and recommendation.

This letter is issued for the information for the Independent Board Committee and the Independent Shareholders solely in connection with their consideration of the terms of the Proposed Refreshment of General Mandate, except for its inclusion in the Circular, is not to be quoted or referred to, in whole or in part, nor shall this letter be used for any other purposes, without our prior written consent.

PRINCIPAL FACTORS AND REASONS CONSIDERED

In formulating our opinion and recommendation in respect of the Proposed Refreshment of General Mandate, we have taken into account the principal factors and reasons set out below:

1. Background of the Proposed Refreshment of General Mandate

1.1 The Existing General Mandate

The Existing General Mandate was granted at the last AGM.

At the AGM, the Shareholders approved, among other things, an ordinary resolution to grant to the Directors the Existing General Mandate to issue, allot and deal with up to 288,000,000 shares (equivalent to 28,800,000 Shares after the Share Consolidated become effective), which is equivalent to 20% of the then issued share capital of the Company as at the date of the AGM.

Reference is made to the announcement of the Company dated 15 December 2021 and 6 January 2022. On 15 December 2021, the Company entered into a placing agreement in relation to the placing of 28,800,000 new Shares. The Placing was completed on 6 January 2022. As such, the Existing General Mandate had been fully utilised.

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

1.2 The Proposed Refreshment of General Mandate

The Company proposes to convene the EGM at which an ordinary resolution will be proposed to the Independent Shareholders for approving the Proposed Refreshment of General Mandate that:

(i) the Directors be granted the New General Mandate to allot and issue Shares not exceeding 20% of the issued share capital of the Company as at the date of passing the relevant ordinary resolution at the EGM; and
(ii) the New General Mandate be extended to Shares repurchased by the Company pursuant to the repurchase mandate granted to the Directors at the AGM.

The Company has not refreshed the Existing General Mandate since the AGM. The New General Mandate proposed will last until whichever is the earliest of:

(i) the conclusion of the next annual general meeting of the Company;
(ii) the expiration of the period within which the next annual general meeting of the Company is required to be held in accordance with the Articles of Association, or any other applicable laws of the Cayman Islands; and
(iii) its revocation or variation by ordinary resolution(s) of the Shareholders in general meeting.

As at the Latest Practicable Date, the Company had an aggregate of 388,799,995 Shares in issue. On the basis that no further Shares are issued and/or repurchased by the Company between the Latest Practicable Date and the date of the EGM, the Company will be allowed under the New General Mandate to allot and issue up to 77,759,999 Shares, representing 20% of the aggregate number of the issued Shares as at the Latest Practicable Date.

The share capital base of the Company has been enlarged pursuant to the completion of the Placing on 6 January 2022 and the Existing General Mandate therefore requires to be refreshed to allow the Directors to allot and issue Shares based on the enlarged issued share capital of the Company. The Proposed Refreshment of General Mandate is in accordance with Question No. 31 of the Frequently Asked Questions Series 1 released by the Stock Exchange in March 2004 and last updated in October 2020.

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

2. Reasons for the Proposed Refreshment of General Mandate

The Group is principally engaged in the provision of food catering services in Hong Kong.

As set out in the Letter, as a result of the completion of the aforesaid Placing, the total number of issued Shares had been enlarged into 388,799,995 Shares. In light of the next annual general meeting of the Company which will be held no later than September 2022, it is possible that the Company may not have sufficient general mandate to promptly meet fund raising and/or investment opportunities for more than 5 months. The New General Mandate will empower the Directors to issue new Shares under the refreshed limit and provide the Company with the flexibility and ability to capture any appropriate capital raising or business opportunities in an appropriate time.

(i) Review on the Group’s existing cash resources

As further set out in the Letter, the net proceeds from the Placing amounted to approximately HK$3.4 million, in which an aggregate of approximately HK$1.8 million was assigned for the repayment of loan of the Group and the remaining balance of approximately HK$1.6 million was assigned as general working capital of the Group. As at the Latest Practicable Date, approximately HK$1.8 million of the net proceeds from the Placing has been utilized for the repayment of the loan of the Group and HK$1.6 million has been utilized for general working capital of the Group.

Given the business segment of the Group (i.e. provision of food and catering services) highly relies on the recovery of the economy in Hong Kong and due to the ongoing COVID-19 pandemic, the revenue of the Group has been severely affected. Referring to the interim result of the Group for the six months ended 30 September 2021, the Group recorded net loss of approximately HK$21.97 million as compared to that of approximately HK$1.71 million for the six months ended 30 September 2020 due to discontinued operation on manufacture and sale of frozen aquatic products. Despite the performance of catering service from 1 April 2021 to 31 December 2021 was better than the corresponding period of the previous year due to stable COVID-19 environment, the recent development of pandemic situation was totally altered since January 2022. For details, please refer to the announcement of the Company dated 24 March 2022 and prevention measures implemented by the Hong Kong Government in January 2022 due to the outbreak of COVID-19, such measures include continued suspension of dine-in service after 6:00 pm. It is expected that the economy in Hong Kong will remain sluggish at least in the coming months and the cash inflow of the Group might be adversely affected.

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

In assessing whether the Company has an imminent need to refresh the Existing General Mandate, we have reviewed (a) the interim report of the Company for the 6 months ended 30 September 2021 (the ‘‘2021 Interim Report’’); (b) the third quarterly report of the Company for the 9 months ended 31 December 2021 (the ‘‘2021 Third Quarterly Report’’); (c) the earmarked proceeds from the Placing; and (d) the cash and cash equivalents as at 31 March 2022. Based on our review and discussion with the Management, we noted that as of 31 March 2022, the Group has a cash level of approximately HK$5.7 million, of which approximately HK$2.5 million amongst it has to be reserved for opening a new restaurant in San Po Kong because the Group’s indirectly wholly-owned subsidiary has entered into a lease of the San Po Kong site on 13 December 2021, when the COVID-19 environment was relatively stable. Therefore, the Group decided to commit the capital in order to open a new revenue generating restaurant and to fulfil the planned use of proceeds from Listing. As the rent payable to the landlord of the San Po Kong site is inevitable, we are of the view that the commitment of capital to open a new restaurant will generate new cash flow for the Group. Moreover, the new location of the restaurant will further diversified the existing portfolio of the restaurants and the Group has ceased operation of a restaurant under its brand ‘‘Fun Fun Fun’’ at Tai Wai (‘‘Fun Fun Fun’’) in March 2022. In this respect, the Group targets to open a new restaurant in San Po Kong at a lower rent, which is approximately HK$168,000 lower than the monthly rent of Fun Fun Fun. Hence, the cash available to the Group for its daily operations is only approximately HK$3.2 million as at 31 March 2022. The estimated general working capital for the Group’s business operations is approximately HK$0.9 million per month. In view of that the cash position of the Group implies that the Group may not have sufficient cash resources to maintain its operation for future five months. On this basis, we concur with the Directors that the Company has an imminent need to refresh the General Mandate. Should suitable fund raising opportunities on favorable terms arise prior to the 2021 AGM, the Company can utilise the New General Mandate for the proposed equity financing and the proceeds from which may be used for the business development.

As disclosed in the 2021 Interim Report and 2021 Third Quarterly Report, the Group believes that the global and local economic uncertainties and the COVID-19 pandemic may adversely affect the Group’s business and overall short-term performance. The Group will be cautious in managing the business risk; be prepared to respond to changes in the challenging business environment, and aim to strategically develop the Group’s business to mitigate the impacts. The Group will carefully plan and formulate strategies to manage these factors, continues to seek new business opportunities and diversify the Group’s business segments. As at the Latest Practicable Date, the Company was in the progress of exploring suitable equity fund raising opportunities within the next 1 to 2 months. Although the Company had no concrete fund raising plan as at the Latest Practicable Date, a decision to harness any fund raising opportunities is often required to be made within a very short period of

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

time. As such, we concur with the Directors that the Refreshment of General Mandate will allow the Company to capture any suitable fund raising or business opportunities in a timely manner that may arise before the AGM.

We conclude that an immediate refreshed New General Mandate could provide the Company with the necessary flexibility to fulfill its potential shortfall in funding for the next 12 months. In addition, if the Existing General Mandate is refreshed, the Group will also be in a better bargaining position in negotiation with business partners. In view of the above, we believe that there is a necessity to refresh the Existing General Mandate. Having considered that the Proposed Refreshment of General Mandate will (a) provide an financing option for the Company to fulfill the funding needs for operation; (b) the full utilization of the Existing General Mandate; (c) the existing financial resources of the Group; and (d) serve as an important avenue of resources to the Group since it does not create any interest paying obligations on the Group, we concur with the Director’s view that the Proposed Refreshment of General Mandate is in the interests of the Company and its Shareholders as a whole.

(ii) Analysis on the alternative financing options

As set out in the Letter and as discussed with the Management, we are given to understand that the Directors would exercise due and careful consideration when choosing the optimal financing method available to the Group, the consideration factors of the Directors include where applicable, the Group’s gearing level, financial position, interest obligations, expected cash inflow and outflow, the availability and timeliness as well as the duration of the subject debt facilities and relevant repayment profile and potential dilution effects to its Shareholders for equity financing methods, in the selection of financing method in order to maximise the benefit to the Shareholders. The Board would consider other financing alternatives such as equity financing by way of specific mandate, debt financing, rights issue, open offer or internal cash resources to meet the financial requirements of the Group, if appropriate, taking into account the then financial position, capital structure and cost of funding of the Group as well as the prevailing market condition.

a. it is expected that the issue of new shares under specific mandate and rights issue or open offer often takes longer time to complete the placing or subscription of shares as it would require the Company to undergo a comparatively lengthy process to (i) identify suitable underwriter(s) and to negotiate terms agreeable to the parties; (ii) prepare the requisite compliance and legal documentation, including but not limited to the underwriting agreement(s), announcement(s) and prospectus(es). For instance, a rights issue or an open offer normally takes at least five to six weeks (from announcement date).

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

As regard to the issue of new shares under specific mandate or a rights issue or open offer which shareholders’ approval is required, it may take over two months, this is primarily due to the time for the issuer to prepare a shareholder’s circular and the notice period for the shareholders’ meeting. In this regard, it would not satisfy the funding requirements in a timely manner;

b. debt financing shall inevitably impose interest payment obligations on the Group and it may be subject to lengthy due diligence process including but not limited to background checks, credit evaluations, assessments on repayment ability and detailed review of the Group’s financial position, which may include time-consuming and burdensome documentation preparation procedures, as well as negotiations on the terms (e.g. the type, the size of the finance, whether any pledge of securities or collateral should be included, as well as the interest rate and the length of the repayment period) with banks or financial institutions before entering into any loan agreements. Moreover, with reference to the Group’s current financial position and capital structure and the prevailing market conditions at the relevant time, the Directors consider the chance of securing debt financing is minimal. We noted from the Annual report for the year ended 31 March 2021, the 2021 Interim Report and 2021 Third Quarterly Report that given (i) the small market capitalisation of the Company; (ii) the Group recorded net loss for 5 consecutive years ended 31 March 2021 and for the nine months ended 31 December 2021; and (iii) the Group does not have substantial fixed assets for collateral, we are of the view that the Group’s chance of securing debt financing is minimal and even if any banks or financial institutions are willing to offer the Group any debt financing, it would incur relatively higher interest rate; and

c. the Proposed Refreshment of General Mandate would provide the Company with the flexibility as allowed under the GEM Listing Rules to allot and issue new Shares for equity fund raising activities, such as placing of new Shares, or as consideration for potential investments in the future as and when such opportunities arise.

Based on the above, we concur with the Directors’ view that equity financing by way of utilising the New General Mandate will be more flexible, cost effective and time efficient than debt financing and other alternative equity financing methods given the Proposed Refreshment of General Mandate (a) does not incur any interest payment obligations on the Group as compared to debt financing; (b) is less costly and time consuming than other pre-emptive fund raising methods, such as rights issue and open offer, that lengthy discussion to identify suitable underwriter(s) and to negotiate terms agreeable to the parties, as well as preparing the requisite compliance and legal

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

documentation, including but not limited to the underwriting agreement(s), announcement(s) and prospectus(es), which may result in failure of seizing business development and/or acquisition of investment opportunities in a timely manner and commission would probably be incurred; and (c) provides the Company with the capability to capture any capital raising or prospective investment opportunity in a timely manner as and when it arises.

With this being the case, the Proposed Refreshment of General Mandate allows the Company to raise equity capital within specified number of Shares promptly and when necessary, hence we are of the view that the Proposed Refreshment of General Mandate is in the interests of the Company and the Shareholders as a whole.

FUND RAISING ACTIVITIES OF THE COMPANY IN THE PAST TWELVE MONTHS

The following table summarises the fund raising activity by the Company in the past twelve months immediately prior to the Latest Practicable Date:

		Net proceeds
Date of announcement/	Fund raising	to be raised	Proposed use of net
prospectus	activity	(approximately)	proceeds	Actual use of net proceeds
6 August 2021,	Rights Issue on the	Approximately	HK$22.7 million for food	Approximately (i) HK$18.7
3 September 2021 and	basis of three	HK$34.5 million	and beverage business	million was utilised for setting
5 November 2021	rights shares for		expansion and HK$11.8	up of restaurant in Central,
	every two shares		million for general	Hong Kong (including a
	held on the record		working capital of the	central kitchen); (ii) HK$4.0
	date (the ‘‘Rights		Group (Note 1)	million was utilised for
	Issue’’)			catering service operation; and
				(iii) HK$10.6 million was
				utilised for general working
				capital of the Group (Note 2)
15 December 2021 and	Placing of new	approximately	Approximately HK$1.8	Approximately HK$1.8 million
6 January 2022	shares under	HK$3.4 million	million for repayment of a	was utilised for repayment of a
	general mandate		loan and HK$1.6 million	loan and HK$1.6 million was
			for general working capital	utilised for general working
			of the Group.	capital of the Group.

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

As disclosed in the announcement of the Company dated 5 November 2021, the allocation of the use of proceeds from the Rights Issue was changed as approximately (i) HK$16.70 million for set up a restaurant in Central, Hong Kong (including a central kitchen); (ii) HK$5.49 million for set up a restaurant in Jordan, Hong Kong; (iii) HK$6.72 for set up a restaurant in Causeway Bay, Hong Kong; and (iv) HK$5.60 million for general working capital of the Group.

Note 2: As at the Latest Practicable Date, the remaining net proceeds from the Rights Issue was approximately HK$1.20 million. Such net proceeds will be utilised for the payment of rent, staff salaries, professional fee and inventories in the coming two months.

Save as disclosed above, the Company has not conducted any other equity fund raising activities in the past twelve months immediately preceding the Latest Practicable Date.

POTENTIAL EFFECT ON THE SHAREHOLDING STRUCTURE OF THE COMPANY

For illustration purposes, the following table set out the shareholding structure of the Company (i) as at the Latest Practicable Date; (ii) upon full utilisation of the New General Mandate assuming that the number of issued Shares remains unchanged between the Latest Practicable Date and the date of the EGM:

Existing public Shareholders Shares to be issued under the New General Mandate Total	As at the Latest Practicable Date No. of shares % 388,799,995 100.0 – – 388,799,995 100.0	Upon full utilisation of the New General Mandate (for illustration purpose only) No. of shares % 388,799,995 83.3 77,759,999 16.7 466,559,994 100.0	Upon full utilisation of the New General Mandate (for illustration purpose only) No. of shares % 388,799,995 83.3 77,759,999 16.7 466,559,994 100.0
			100.0

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

As illustrated in the table above, assuming that (i) the Proposed Refreshment of General Mandate is approved at the EGM; and (ii) no Shares will be issued or repurchased by the Company from the Latest Practicable Date up to and including the date of the EGM, upon full utilisation of the New General Mandate, 77,759,999 new Shares can be issued, which represent 20% of the aggregate number of issued Shares as at the Latest Practicable Date and approximately 16.66% of the issued share capital of the Company as enlarged by the issue of such new Shares.

In the past twelve months immediately preceding the Latest Practicable Date, the Company conducted the Rights Issue on the basis of on the basis of three rights shares for every two shares held on the record date and the Placing. Immediately before the Rights Issue and the Placing, the existing public shareholders owned 104,679,360 Shares and such 104,679,360 Shares (i) represented approximately 72.69% of the total issued share capital of the Company immediately before the Rights Issue and the Placing; (ii) would represent approximately 22.44% of the total issued capital of the Company as enlarged by the Rights Issue, the Placing and the New General Mandate. Based on the above, the potential aggregated dilution impact of the aforesaid public shareholder is approximately 50.25%.

Despite the shareholding of the existing Shareholders will be diluted as a result of the allotment and issue of new Shares to be issued upon the utilisation of the New General Mandate while pre-emptive fund raisings such as rights issue and open offer allow the Shareholders to maintain their respective pro-rata shareholding interests in the Company (if they choose to subscribe for their entitlements), taking into account that the New General Mandate (i) allows the Company to raise capital by allotment and issue of new Shares before the next annual general meeting of the Company is held and (ii) provides more flexibility and options of financing to the Group (without restricting its ability to conduct rights issue, open offer, issue of shares under specific mandate or debt financing) to satisfy immediate funding needs, for repayment of indebtedness and/or further business development as well as for other potential future investments and/or acquisitions as and when such opportunities arise; (iii) the obtaining of shareholders’ approval on specific mandate or other pro rata equity fund raising will require relatively longer lead time; (iv) the shareholding interests of all existing Shareholders will be reduced in proportion to their respective shareholdings upon any utilisation of the New General Mandate, and (v) the new Shares cannot be allotted and issued at more than 20% discount to the benchmarked market price under the New General Mandate while the subscription price of a rights issue or an open offer may also involve a discount to the market price, we are of the view that the said financial flexibility outweigh the dilution effect of the existing Shareholders and that such potential dilution impact to the shareholding of the existing Shareholders is considered to be acceptable as compared to other fund raising alternatives.

– 27 –

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

In conducting any placing of new Shares pursuant to the New General Mandate, the Directors would have a fiduciary duty to the Company to negotiate fair terms that are in the interests of the Company and the Shareholders as a whole. In deciding whether to use and how to use the New General Mandate, the Directors would take into account, among other things, the immediate funding need of the Group, the time and cost involved, and the potential dilution of shareholding of the existing Shareholders that may be brought by any placing of new Shares. In considering any proposal for issuing new Shares, the Directors would also consider the pricing and availability of opportunities for other financing alternatives such as debt financing or internal resources, with the aim to achieve an efficient capital structure of the Company. Based on the above, we consider that the Refreshment of General Mandate is in the interests of the Company and the Shareholders as a whole.

RECOMMENDATION

Having taken into consideration the principal factors and reasons discussed above, we are of the opinion that the Proposed Refreshment of General Mandate are fair and reasonable so far as the Independent Shareholders are concerned and is in the interests of the Company and the Shareholders as a whole. Accordingly, we recommend the Independent Shareholders, as well as the Independent Board Committee to advise the Independent Shareholders, to vote in favour of the relevant resolutions to be proposed at the EGM to approve the Proposed Refreshment of General Mandate.

Yours faithfully, For and on behalf of Messis Capital Limited Thomas Lai Chief Executive Officer

Mr. Thomas Lai is a licensed person registered with the Securities and Futures Commission of Hong Kong and regarded as a responsible officer of Messis Capital Limited to carry out type 1 (dealing in securities) and type 6 (advising on corporate finance) regulatory activity under the SFO and has over 28 years of experience in corporate finance industry.

– 28 –

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 10:00 a.m. on Friday, 27 May 2022 at 21st Floor, Grand Millennium Plaza, 183 Queen’s Road Central, Sheung Wan, Hong Kong for the purpose of considering and, if thought fit, passing the following resolutions (with or without amendments) as ordinary resolutions:

ORDINARY RESOLUTIONS

‘‘THAT:
(a) subject to paragraph (c) below, the exercise by the directors of the Company (the ‘‘Directors’’) during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue and deal with additional shares in the share capital of the Company (the ‘‘Share(s)’’) and to make or grant offers, agreements and options (including bonds, warrants, debentures and other securities which carry rights to subscribe for or are convertible into the Shares) which would or might require the exercise of such power be and is hereby generally and unconditionally approved;
(b) the approval in paragraph (a) above shall authorize the Directors during the Relevant Period (as hereinafter defined) to make or grant offers, agreements and options (including bonds, warrants, debentures and other securities which carry rights to subscribe for or are convertible into the Shares) which would or might require the exercise of such power during or after the end of the Relevant Period (as hereinafter defined);
(c) the aggregate nominal amount of share capital allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) and issued by the Directors pursuant to the approval in paragraph (a) above otherwise than
- (i) a Rights Issue (as hereinafter defined); or
- (ii) the exercise of rights of subscription or conversion under the terms of any existing warrants, bonds, debentures, notes or other securities issued by the Company which carry rights to subscribe for or are convertible into the Shares; or

– EGM-1 –

NOTICE OF EGM

(iii) an issue of Shares under any option scheme or similar arrangement for the grant or issue to the eligible participants under such option scheme or similar arrangement of Shares or rights to acquire the Shares; or
(iv) an issue of Shares as scrip dividends pursuant to the articles of association of the Company,

from time to time shall not exceed 20% of the aggregate nominal amount of the issued share capital of the Company as at the date of passing this resolution and the said approval shall be limited accordingly; and

(d) for the purposes of this resolution:

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

(i) the conclusion of the next annual general meeting of the Company;
(ii) the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company or any applicable law to be held; or
(iii) the date on which the authority set out in this resolution is revoked or varied by an ordinary resolution of the shareholders of the Company in general meeting; and

‘‘Rights Issue’’ means an offer of the Shares open for a period fixed by the Directors to holders of the Shares (and, where appropriate, to holders of other securities of the Company entitled to the offer) on the register on a fixed record date in proportion to their then holdings of such Shares (or, where appropriate such other securities) as at that date (subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of, or the requirements of any recognised regulatory body or any stock exchange in, any relevant jurisdiction).’’

‘‘THAT conditional upon the resolution numbered 1 set out above being passed, the general and unconditional mandate granted to the Directors pursuant to the resolution numbered 1 above be and is hereby extended by the addition thereto of an amount representing the aggregate number of the Shares repurchased under the authority granted pursuant to resolution numbered 6 set out in the notice convening the annual general meeting of the Company dated 18 June 2021, provided that such amount shall not exceed 10% of the aggregate number of the issued shares as at the date of the annual general meeting of the Company held on 23 July 2021.’’

– EGM-2 –

NOTICE OF EGM

‘‘THAT:
(a) conditional upon the GEM Listing Committee of The Stock Exchange of Hong Kong Limited (the ‘‘Stock Exchange’’) granting the listing of, and permission to deal in, the Shares to be issued upon the exercise of share options under the share option scheme adopted by the Company on 20 January 2017 (the ‘‘Share Option Scheme’’), the existing share option scheme limit in respect of the granting of share options to subscribe for the Shares under the Share Option Scheme be refreshed and renewed provided that the total number of Shares which may be allotted and issued pursuant to the grant or exercise of the share options under the Share Option Scheme (excluding options previously granted, outstanding, cancelled, lapsed or exercised under the Share Option Scheme) shall not exceed 10% of the Shares in issue as at the date of passing this resolution; and
(b) any one Director be and is hereby authorised to do all such acts and things as he in his sole and absolute discretion deems necessary, desirable or expedient, subject to compliance with the rules governing the listing of securities on GEM of the Stock Exchange, to grant share options under the Share Option Scheme up to the refreshed limit and to exercise all the powers of the Company to allot, issue and deal with the Shares pursuant to the exercise of such share options.’’

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

Chairman and Executive Director

Hong Kong, 12 May 2022

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

– EGM-3 –

NOTICE OF EGM

Notes:

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.
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 notarially 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).
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 and in such event, the instrument appoint a proxy shall be deemed to be revoked.
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 was 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.
For determining the entitlement to attend and vote at the EGM, the record date will be on Monday, 23 May 2022. 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 Monday, 23 May 2022.
A form of proxy for use at the EGM is attached herewith.
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 –

AI assistant

CBK Holdings Limited — Proxy Solicitation & Information Statement 2022

51441_rns_2022-05-11_5fadd203-b851-4507-8252-8d8c0e0a2a71.pdf

CBK Holdings Limited 國 茂 控 股 有 限 公 司

(1) PROPOSED REFRESHMENT OF GENERAL MANDATE; (2) PROPOSED REFRESHMENT OF SHARE OPTION SCHEME LIMIT; AND

(3) NOTICE OF EXTRAORDINARY GENERAL MEETING

CONTENTS

DEFINITIONS

DEFINITIONS

DEFINITIONS

CBK Holdings Limited 國 茂 控 股 有 限 公 司

(1) PROPOSED REFRESHMENT OF GENERAL MANDATE;

(2) PROPOSED REFRESHMENT OF SHARE OPTION SCHEME LIMIT; AND

(3) NOTICE OF EXTRAORDINARY GENERAL MEETING

INTRODUCTION

LETTER FROM THE BOARD

PROPOSED REFRESHMENT OF GENERAL MANDATE

Existing General Mandate

Proposed grant of the New General Mandate

Reasons for the Proposed Refreshment of General Mandate

LETTER FROM THE BOARD

LETTER FROM THE BOARD

FUND RAISING ACTIVITIES OF THE COMPANY IN THE PAST TWELVE MONTHS

LETTER FROM THE BOARD

POTENTIAL DILUTION EFFECT

LETTER FROM THE BOARD

PROPOSED REFRESHMENT OF SHARE OPTION SCHEME LIMIT

LETTER FROM THE BOARD

EGM

LETTER FROM THE BOARD

RECOMMENDATION

GENERAL

LETTER FROM THE BOARD

RESPONSIBILITY STATEMENT

CBK Holdings Limited 國 茂 控 股 有 限 公 司

PROPOSED REFRESHMENT OF GENERAL MANDATE

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

PROPOSED REFRESHMENT OF GENERAL MANDATE

INTRODUCTION

Proposed Refreshment of General Mandate

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

Implication under the GEM Listing Rules

INDEPENDENT BOARD COMMITTEE

OUR INDEPENDENCE

Date of announcement Nature of the transaction

BASIS OF OUR OPINION AND RECOMMENDATION

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

PRINCIPAL FACTORS AND REASONS CONSIDERED

1. Background of the Proposed Refreshment of General Mandate

1.1 The Existing General Mandate

1.2 The Proposed Refreshment of General Mandate

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

2. Reasons for the Proposed Refreshment of General Mandate

(i) Review on the Group’s existing cash resources

(ii) Analysis on the alternative financing options

FUND RAISING ACTIVITIES OF THE COMPANY IN THE PAST TWELVE MONTHS

POTENTIAL EFFECT ON THE SHAREHOLDING STRUCTURE OF THE COMPANY

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

RECOMMENDATION

CBK Holdings Limited 國 茂 控 股 有 限 公 司

NOTICE OF EXTRAORDINARY GENERAL MEETING

ORDINARY RESOLUTIONS

NOTICE OF EGM

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

NOTICE OF EGM

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