CBK Holdings Limited — Share Issue/Capital Change 2021

Dec 1, 2021

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, 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 announcement.

CBK Holdings Limited 國 茂 控 股 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 8428)

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

PROPOSED CAPITAL REDUCTION OF ISSUED SHARES AND SHARE PREMIUM REDUCTION

The Company proposes to implement (1) the Capital Reduction involving the reduction of the par value of each issued Share from HK$0.10 to HK$0.01 by cancelling the paid up share capital to the extent of HK$0.09 per issued Share so that following such reduction, each issued Share with a par value of HK$0.01 in the share capital of the Company shall become one New Share; and (2) the Share Premium Reduction involving the reduction of the entire amount standing to the credit of the Share Premium Account. The credit arising from the Capital Reduction and Share Premium Reduction will be applied towards offsetting the Accumulated Losses of the Company as at the effective date of the Capital Reduction, thereby reducing the accumulated losses of the Company, and the balance of any such credit remaining after offsetting the Accumulated Losses may be applied by the Company in any manner as permitted by all applicable laws, the memorandum and articles of association of the Company.

Immediately following the Capital Reduction becoming effective, each authorised but unissued Share will be sub-divided into ten (10) authorised but unissued New Shares with a par value of HK$0.01 each.

As at the date of this announcement, 359,999,995 Shares were issued and were fully paid or credited as fully paid. Assuming that the par value of each of the 359,999,995 issued Shares will be reduced from HK$0.10 to HK$0.01 per issued Share by cancelling the paid up share capital to the extent of HK$0.09 per issued Share by way of a reduction of capital, so as to form issued New Shares with par value of HK$0.01 each, the Company’s existing issued share capital of HK$35,999,999.5 will be reduced by HK$32,399,999.55 to HK$3,599,999.95.

The Capital Reduction, Share Premium Reduction and Sub-division are conditional upon fulfillment of the conditions contained in the section headed “Conditions of the Capital Reduction, Share Premium Reduction and Sub-division” in this announcement.

A circular containing, among other matters, details of the Capital Reduction, Share Premium Reduction and Sub-division, together with a notice of EGM and the related proxy form, will be sent to the Shareholders on Tuesday, 21 December 2021.

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

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

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

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

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

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

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

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

Immediately after the Capital Reduction and As at the date the Sub-division of this announcement becoming effective Par value HK$0.10 per Share HK$0.01 per New Share Amount of the authorised share capital HK$100,000,000 HK$100,000,000 Number of authorised shares 1,000,000,000 Shares 10,000,000,000 New Shares Amount of the issued share capital HK$35,999,999.5 HK$3,599,999.95 Number of issued shares 359,999,995 Shares 359,999,995 New Shares

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As at the date of this announcement, 359,999,995 Shares were issued and were fully paid or credited as fully paid. Assuming that the par value of each of the 359,999,995 issued Shares will be reduced from HK$0.10 to HK$0.01 per issued Share by cancelling the paid up share capital to the extent of HK$0.09 per issued Share by way of a reduction of capital, so as to form issued New Shares with par value of HK$0.01 each, the Company’s existing issued share capital of HK$35,999,999.5 will be reduced by HK$32,399,999.55 to HK$3,599,999.95.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Listing of and dealings in the New Shares

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

The New Shares will be identical in all respects and rank pari passu in all respects with each other as to all future dividends and distributions which are declared, made or paid. Subject to the granting of the listing of, and permission to deal in, the New Shares on the Stock Exchange, the New Shares will be accepted as eligible securities by HKSCC for deposit, clearance and settlement in CCASS with effect from the commencement date of dealings in the New Shares on the Stock Exchange or such other date as determined by HKSCC. Settlement of transactions between participants of the Stock Exchange on any trading day is required to take place in CCASS on the second settlement day thereafter. All activities under CCASS are subject to the General Rules of CCASS and CCASS Operational Procedures in effect from time to time.

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

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Exchange of share certificates for the New Shares

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

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

General

An EGM will be convened and held for the Shareholders to consider and, if thought fit, approve, among other matters, the Capital Reduction, Share Premium Reduction and Sub-division. A circular containing, among other things, further details of the Capital Reduction, Share Premium Reduction and Sub-division, together with a notice convening the EGM and the related proxy form, will be despatched by the Company to the Shareholders on Tuesday, 21 December 2021.

As no Shareholders have a material interest in the Capital Reduction, Share Premium Reduction and Sub-division, no Shareholders will be required to abstain from voting on the resolution to approve the Capital Reduction, Share Premium Reduction and Sub-division.

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

Set out below is the expected timetable for the implementation of the Capital Reduction, Share Premium Reduction and Sub-division. The expected timetable is subject to the results of the EGM and satisfaction of the conditions to the Capital Reduction, Share Premium Reduction and Subdivision and is therefore for indicative purpose only. Any change to the expected timetable will be announced in a separate announcement by the Company as and when appropriate. All times and dates in this announcement refer to the Hong Kong local times and dates.

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Event

Despatch date of the circular with notice of the EGM. . . . . . . . . . . . . Tuesday, 21 December 2021 Latest time for lodging share transfer in order to qualify for attending and voting at the EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4:00 p.m. on Friday, 7 January 2022 Closure of register of members for determining the entitlement to attend and vote at the EGM . . . . . . . . . . . . . . . . Monday, 10 January 2022 to Thursday, 13 January 2022 (both days inclusive) Latest time for lodging forms of proxy for the EGM. . . . . . . . . . . . . . . . . . . . . . . . . . 10:00 a.m. on Tuesday, 11 January 2022 Date and time of the EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10:00 a.m. on Thursday, 13 January 2022 Announcement of poll results of the EGM . . . . . . . . . . . . . . . . . . . . . . Thursday, 13 January 2022 The following events are conditional on the fulfilment of the conditions for the implementation of Capital Reduction, Share Premium Reduction and Sub-division and therefore the dates are tentative:

Event

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

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DEFINITIONS

Unless otherwise specified, the following terms have the following meanings in this announcement:

“Board”	the board of Directors
“Capital Reduction”	the reduction of the issued share capital of the Company by
	reducing the par value of each issued Share from HK$0.10
	to HK$0.01 by cancelling the paid up share capital to the
	extent of HK$0.09 per issued Share
“CCASS”	the Central Clearing and Settlement System established and
	operated by HKSCC
“CCASS Operational	the Operational Procedures of HKSCC in relation to CCASS,
Procedures”	containing the practices, procedures and administrative
	requirements relating to operations and functions of CCASS,
	as from time to time
“Companies Act”	the Companies Act (2021 Revision) of the Cayman Islands,
	as consolidated and revised
“Company”	CBK Holdings Limited, a company incorporated in the
	Cayman Islands with limited liability and whose Shares are
	listed on GEM of the Stock Exchange (Stock Code: 8428)
“Court”	the Grand Court of the Cayman Islands
“Director(s)”	the director(s) of the Company
“EGM”	the extraordinary general meeting of the Company to be
	convened for the purpose of considering and, if thought fit,
	approving, among other things, the Capital Reduction, Share
	Premium Reduction and Sub-division
“GEM”	GEM of the Stock Exchange
“GEM Listing Committee”	has the same meaning ascribed thereto under the GEM
	Listing Rules
“GEM Listing Rules”	the Rules Governing the Listing of Securities on GEM
“General Rules of CCASS”	the terms and conditions regulating the use of CCASS, as
	may be amended or modified from time to time and where
	the context so permits, shall include the CCASS Operational
	Procedures

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“HKSCC”	the Hong Kong Securities Clearing Company Limited
“Hong Kong”	Hong Kong Special Administrative Region of the People’s
	Republic of China
“New Share(s)”	ordinary share(s) with par value of HK$0.01 each in the
	share capital of the Company immediately after the Capital
	Reduction and Sub-division becoming effective
“Share(s)”	ordinary share(s) with par value of HK$0.10 each in the
	share capital of the Company prior to the Capital Reduction
	and Sub-division becoming effective
“Shareholder(s)”	the holder(s) of the Share(s) or the New Share(s)
“Share Premium Account”	the share premium account of the Company
“Share Premium Reduction”	the proposed reduction of the entire amount standing to the
	credit of the Share Premium Account
“Share Registrar”	the Hong Kong branch share registrar and transfer office
	of the Company, Union Registrars Limited, the address of
	which is at Suites 3301-04, 33/F, Two Chinachem Exchange
	Square, 338 King’s Road, North Point, Hong Kong
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“Sub-division”	the proposed sub-division of each authorised but unissued
	Share into ten (10) authorised and unissued New Shares
“HK$”	Hong Kong dollar(s), the lawful currency of Hong Kong
	By order of the Board
	CBK Holdings Limited
	CHOW Yik
	Chairman and Executive Director

Hong Kong, 1 December 2021

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As at the date of this announcement, the Chairman and an executive Director is Mr. CHOW Yik, the executive Directors are Mr. CHAN Lap Ping, Mr. TSUI Wing Tak and Ms. HO Oi Kwan, and the independent non-executive Directors are Mr. CHAN Hoi Kuen Matthew, Mr. CHONG Alex Tin Yam and Ms. WONG Syndia D.

This announcement, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the GEM Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this announcement 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 announcement misleading.

This announcement will remain on the “Latest Listed Company Information” page of the GEM website at www.hkgem.com for at least 7 days from the date of its publication. This announcement will also be published on the website of the Company at www.cbk.com.hk.

In the case of inconsistency, the English text of this announcement shall prevail over the Chinese text.

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