CBK Holdings Limited — Proxy Solicitation & Information Statement 2024

Jan 11, 2024

CBK Holdings Limited 國茂控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 8428)

FORM OF PROXY FOR THE EXTRAORDINARY GENERAL MEETING TO BE HELD ON WEDNESDAY, 31 JANUARY 2024 (or any adjournment thereof)

I/We [(Note][1)]

of being the registered holder(s) of (Note 2) shares (“ Shares ”) of HK$0.01 each in the share capital of CBK Holdings Limited (the “ Company ”) hereby appoint the chairman of the extraordinary general meeting of the Company (the “ EGM ”) or of

to act as my/our proxy [(Note][3)] to attend and act for my/our behalf at the EGM to be held at Units 1203B, 1204–1205, 12/F, World-Wide House, 19 Des Voeux Road Central, Central, Hong Kong on Wednesday, 31 January 2024 at 10:00 a.m. or at any adjournment thereof and to vote on my/our behalf in respect of the resolution as set out in the notice of the EGM dated 12 January 2024 (the “ EGM Notice ”) as hereunder indicated, or if no indication is given, as my/our proxy thinks fit. Capitalised terms used herein shall have the same meanings as ascribed to them in the EGM notice.

Please indicate with a “✔” in the appropriate boxes provided below how you wish your vote(s) to be cast on a poll [(Note][4)] .

		ORDINARY RESOLUTION		FOR(Notes 5 & 6)	FOR(Notes 5 & 6)	AGAINST(Notes 5 & 6)	AGAINST(Notes 5 & 6)
	“THAT:
	To approve, confirm and ratify:
	(i)the share transfer agreement (the “Share Transfer Agreement”) dated 16 November			2023
	entered into between Smart Sino Enterprises Limited, an indirect wholly-owned subsidiary of
	the Company, as the vendor (the “Vendor”) and 1069171 B.C. LTD., as the purchaser (the
	“Purchaser”) in	relation to, the disposal of 51% of the issued share	capital of Success Reach
	Holding Limited (the “Disposal”) by the Vendor to the Purchaser for a consideration of
	HK$1,200,000, which shall be paid by the Purchaser to the Vendor in cash and the
	transactions contemplated thereunder; and
	(ii)any one director	of the Company (the “Director(s)”) (or any two Directors if the affixing of
	the common seal	of the Company is necessary) be and is/are hereby	authorised to do all	such
	acts, deeds and	things and to sign, execute and deliver all such documents as he/she/they
	may, in his/her/their absolute discretion, consider necessary, desirable or expedient to			give
	effect, determine, revise, supplement or complete any matters relating to or in connection
	with Share Transfer Agreement and the transactions contemplated thereunder and the
	implementation thereof, including, without limitation, the affixing		of common seal of the
	Company thereon.”

• Full text of the resolution is set out in the EGM notice. Dated this day of 2024 Signature [(Note][7)]

1. Full name(s) and address(es) to be inserted in BLOCK LETTERS as shown in the register of members of the Company.

2. Please insert the number of shares of the Company registered in your name(s). If no number is inserted, this form of proxy will be deemed to relate to all the shares of the Company registered in your name(s).

3. Achairmanproxy needof thenotextraordinarybe a membergeneralof themeetingCompany.of theIf youCompanywish to(theappoint“ EGM some”) or”personand insertotherthethannametheandchairmanaddressofof thethe EGMpersonasappointedyour proxy,in thepleasespacedeleteprovided.the wordsA member“the of the Company is entitled to attend and vote at the EGM is entitled to appoint in written form one or, if he/she/it is the holder of two or more shares, more proxies to attend and vote instead of him/her/it.

4. If you wish to vote for any of the resolutions set out above, please tick “✔” the box marked “FOR”. If you wish to vote against any of the resolutions, please tick “✔” the box “AGAINST”. If the form returned is duly signed but without specific direction on any of the proposed resolutions, the proxy will vote or abstain at his/her/its discretion in respect of all resolutions; or if in respect of a particular proposed resolution there is no specific direction, the proxy will, in relation to that particular proposed resolution, vote or abstain at his/her/its direction.

5. All resolutions will be put to vote by way of poll at the EGM. Every member of the Company (in the case of a member being a corporation, by its duly authorised representative) or by proxy shall have one vote for every fully paid share of which he/she/it is the holder. A person entitled to more than one vote on a poll need not use all his/her/its votes or cast all the votes he/she/it uses in the same way and in such cases, please state the relevant number of shares in the appropriate box(es) above.

6. This form of proxy must be signed by you or your attorney duly authorised in writing or, in the case of a corporation, must be either executed under its common seal or under the hand of an officer or attorney or other person duly authorised.

7. To be valid, this form of proxy together with the power of attorney or other authority (if any) under which it is signed or a certified copy thereof, must be deposited at the Company’s Hong Kong branch share registrar and transfer office, 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 fixed for holding the EGM or any adjournment thereof.

8. For the purpose of determining members who are qualified for attending the EGM, the register of members of the Company will be closed from Friday, 26 January 2024 to Wednesday, 31 January 2024 (both days inclusive), during which period no transfer of Shares will be registered. In order to qualify for attending and voting at the EGM, all share transfer documents accompanied by the relevant share certificates must be lodged with the Company’s Hong Kong branch share registrar and transfer office at the above address by no later than 4:00 p.m. on Thursday, 25 January 2024.

9. Completion of delivery of a form of proxy will not preclude you from attending and voting at the EGM and, in such event, your form of proxy shall be deemed to be revoked.

10. Any alternation made to this form must be initialled by the person who signs the form.

PERSONAL INFORMATION COLLECTION STATEMENT

Yourproxies)supplyand ofyouryourvotingand instructionsyour proxy’sfor(ortheproxies’)EGM (thename(s)“ Purposes and address(es)”). We mayistransferon a voluntaryyour andbasisyour forproxy’sthe purpose(or proxies’)of processingname(s) andyouraddress(es)request fortotheourappointmentagent, contractor,of a proxyor third(or party service provider who provides administrative, computer and other services to us for use in connection with the Purposes and to such parties who are authorised by law to request the information or are otherwise relevant for the Purposes and need to receive the information. Your and your proxy’s (or proxies’) name(s) and address(es) will be retained for such period as may be necessary to fulfil the Purposes. Request for access to and/or correction of the relevant personal data can be made in accordance with the provisions of the Personal Data (Privacy) Ordinance and any such request should be in writing by mail to the Company or the Company’s Hong Kong branch share registrar and transfer office at the above address.