CBK Holdings Limited — Proxy Solicitation & Information Statement 2024

Oct 10, 2024

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”) take no responsibility for the contents of this notice, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this notice.

CBK Holdings Limited 國茂控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 8428)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the “ EGM ”) of CBK Holdings Limited (the “ Company ”) will be held at 7/F, Wheelock House, 20 Pedder Street, Central, Hong Kong on Wednesday, 30 October 2024 at 1:00 p.m. for the purpose of considering and, if thought fit, passing the following resolution which will be proposed as a special resolution of the Company:

SPECIAL RESOLUTION

“THAT subject to and conditional upon the necessary approval of the Registrar of Companies in the Cayman Islands having been obtained, the dual foreign name in Chinese of the Company be changed from “國茂控股有限公司” to “漢諾佳池控股有限公司” and the English name of the Company remains unchanged as “CBK Holdings Limited” with effect from the date on which the Registrar of Companies in the Cayman Islands enters the new dual foreign name in Chinese of the Company on the register of companies maintained by the Registrar of Companies in the Cayman Islands in place of the former dual foreign name in Chinese of the Company, and issues the relevant certificate, and that any one director or the company secretary of the Company be and is hereby authorised to do all things and acts and sign all documents as they may consider necessary, desirable or expedient to implement and/or give effect to any matters relating to or in connection with the aforesaid change of the Company’s dual foreign name in Chinese.”

By order of the Board CBK Holdings Limited Chow Yik Chairman and Executive Director

Hong Kong, 14 October 2024

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Notes:

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

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

• (3) A form of proxy for use at the EGM or its adjourned meeting is enclosed. Such form of proxy is also published on the website of the Company at https://cbkholdings.etnet.com.hk and the website of the Stock Exchange at www.hkexnews.hk.

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

• (5) For determining Members’ entitlement to attend and vote at the EGM, the register of Members will be closed from Friday, 25 October 2024 to Wednesday, 30 October 2024 (both days inclusive), during which period no transfer of shares of the Company will be effected. In order to qualify for attending the EGM, all transfer documents accompanied by the relevant share certificates must be lodged with the Company’s branch share registrar and transfer office in Hong Kong, Union Registrars Limited, at Suites 3301-04, 33/F., Two Chinachem Exchange Square, 338 King’s Road, North Point, Hong Kong for registration not later than 4:00 p.m. on Thursday, 24 October 2024.

• (6) According to Rule 17.47(4) of the Rules Governing the Listing of Securities on GEM of The Stock Exchange of Hong Kong Limited, the voting at the EGM or its adjourned meeting will be taken by poll.

• (7) If tropical cyclone warning signal No. 8 or above, or a “black” rainstorm warning or “extreme conditions after super typhoons” announced by the Government of Hong Kong is/are in effect any time after 9:00 a.m. on the date of the EGM, the EGM will be postponed. The Company will post an announcement on the website of Company at https://cbkholdings.etnet.com.hk and on the website of the Stock Exchange at www.hkexnews.hk to notify Shareholders of the date, time and place of the re-scheduled meeting.

If a tropical cyclone warning signal No. 8 or above or a “black” rainstorm warning signal is lowered or cancelled at or before 9:00 a.m. on the date of the EGM and where conditions permit, the EGM will be held as scheduled.

The EGM will be held as scheduled when an “amber” or “red” rainstorm warning signal is in force.

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

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

Executive Directors

Mr. Chow Yik (Chairman)

Mr. Tang Chu Ming

Mr. Chung Man Lai

Independent Non-executive Directors

Mr. Tian Wuchun

Mr. Wong Ching Wan

Mr. Ding Junchen

This notice will remain on the “Latest Listed Company Information” page of the website of the Stock Exchange at www.hkexnews.hk for at least 7 days from the date of its publication and on the website of Company at https://cbkholdings.etnet.com.hk.

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

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