CBK Holdings Limited — Share Issue/Capital Change 2022

Aug 4, 2022

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Monthly Return for Equity Issuer and Hong Kong Depositary Receipts listed under Chapter 19B of the Exchange Listing Rules on Movements in Securities

For the month ended:

31 July 2022

Status: Resubmission

To : Hong Kong Exchanges and Clearing Limited

Name of Issuer: CBK Holdings Limited Date Submitted: 04 August 2022

I. Movements in Authorised / Registered Share Capital

1. Type of shares	Ordinary shares	Ordinary shares	Class of shares	Not applicable	Not applicable	Not applicable	Listed on SEHK (Note 1)	Listed on SEHK (Note 1)	Listed on SEHK (Note 1)	Yes
Stock code	08428		Description	Ordinary Shares
		Number of authorised/registered shares			Par value			Authorised/registered share capital
Balance at close of preceding month		10,000,000,000			HKD	0.01		HKD	100,000,000
Increase / decrease (-)		-9,666,666,666						HKD
Balance at close of the month		333,333,333			HKD	0.3		HKD	100,000,000

Total authorised/registered share capital at the end of the month: HKD

100,000,000

Remarks:

Subsequent to the Share consolidation of every thirty (30) issued and unissued ordinary shares of HK$0.01 each in the share capital of the Company into one (1) consolidated share of HK$0.30 each effective on 20 July 2022, the authorised share capital of HK$100,000,000 divided into 10,000,000,000 existing shares of par value of HK$0.01 each has been changed to HK$100,000,000 divided into 333,333,333 consolidated shares of par value of HK$0.3 each.

For details, please refer to the Company’s circular dated 24 June 2022 and the announcement dated 18 July 2022.

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II. Movements in Issued Shares

1. Type of shares	Ordinary shares	Ordinary shares	Class of shares	Not applicable	Listed on SEHK (Note 1)	Yes
Stock code	08428		Description	Ordinary Shares
Balance at close of preceding month		466,547,995
Increase / decrease (-)		-450,996,396
Balance at close of the month		15,551,599

Remarks:

Share consolidation of every thirty (30) issued and unissued existing shares of par value of HK$0.01 each into one (1) consolidated share of par value of HK$0.30 each with effective from 20 July 2022.

For detail, please refer to the Company's circular dated 24 June 2022 and the announcement dated 18 July 2022.

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III. Details of Movements in Issued Shares

(A). Share Options (under Share Option Schemes of the Issuer)

1. Type of shares issuable	1. Type of shares issuable	Ordinary shares	Ordinary shares	Class of shares	Class of shares	Not applicable	Not applicable	Shares issuable to be listed on SEHK (Note 1)	Shares issuable to be listed on SEHK (Note 1)	Shares issuable to be listed on SEHK (Note 1)	Yes	Yes
Stock code of shares issuable (if listed on SEHK) (Note 1)				08428
Particulars of share option scheme		Number of share options outstanding at close of preceding month	Movement during the month				Number of share options outstanding at close of the month		No. of new shares of issuer issued during the month pursuant thereto (A)	No. of new shares of issuer which may be issued pursuant thereto as at close of the month		The total number of securities which may be issued upon exercise of all share options to be granted under the scheme at close of the month
1).	Share Option Scheme adopted on 20/01/2017 Exercise price: HK$6.87 per share Date of grant: 10/01/2022	387,600					387,600			387,600		1,683,599
General Meeting approval date (if applicable)

Total A (Ordinary shares):

Total funds raised during the month from exercise of options: HKD

Remarks:

1. Validity period of the Options: Ten years from the Date of Grant, i.e. from 10 January 2022 to 9 January 2032 (both days inclusive). The refreshment of the share option scheme limit was approved by the shareholders at the EGM held on 27 May 2022. Following the Share Consolidation became effective on 20 July 2022, adjustments have been made to the exercise prices of the Granted Share Options and the number of Consolidated Shares to be issued upon the exercise of the Granted Share Options.

(B). Warrants to Issue Shares of the Issuer which are to be Listed Not applicable

(C). Convertibles (i.e. Convertible into Issue Shares of the Issuer which are to be Listed)

Not applicable

(D). Any other Agreements or Arrangements to Issue Shares of the Issuer which are to be listed, including Options (other than Share Options Schemes) Not applicable

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(E). Other Movements in Issued Share

1. Type of shares issuable (Note 5 and 6)	1. Type of shares issuable (Note 5 and 6)	Ordinary shares	Ordinary shares	Ordinary shares	Class of shares	Class of shares	Not applicable	Not applicable	Not applicable	Not applicable	Shares issuable to be listed on SEHK (Note 1, 5 and 6)	Shares issuable to be listed on SEHK (Note 1, 5 and 6)	Shares issuable to be listed on SEHK (Note 1, 5 and 6)	No
Stock code of shares issuable (if listed on SEHK) (Note 1, 5 and 6)						08428
Type of Issue			At price (if applicable)					Issue and allotment date (Note 5 and 6)		General Meeting approval date (if applicable)		No. of new shares of issuer issued during the month pursuant thereto (E)	No. of new shares of issuer which may be issued pursuant thereto as at close of the month
			Currency	Amount
1).	Other (Please specify)		HKD	0.29				20 July 2022		18 July 2022		-450,996,396	15,551,599
	Share Consolidation
			Total E (Ordinary shares):									-450,996,396
Total increase / decrease (-) in Ordinary shares during the month (i.e. Total of A to E) Total increase / decrease (-) in Ordinary shares during the month (i.e. Total of A to E)												-450,996,396

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IV. Information about Hong Kong Depositary Receipt (HDR)

Not applicable

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V. Confirmations

We hereby confirm to the best knowledge, information and belief that, in relation to each of the securities issued by the issuer during the month as set out in Part III and IV which has not been previously disclosed in a return published under Main Board Rule 13.25A / GEM Rule 17.27A, it has been duly authorised by the board of directors of the listed issuer and, insofar as applicable:

(Note 2)

• (i) all money due to the listed issuer in respect of the issue of securities has been received by it;

(ii) all pre-conditions for listing imposed by the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited under "Qualifications of listing" have been fulfilled;

• (iii) all (if any) conditions contained in the formal letter granting listing of and permission to deal in the securities have been fulfilled;

• (iv) all the securities of each class are in all respects identical (Note 3);

• (v) all documents required by the Companies (Winding Up and Miscellaneous Provisions) Ordinance to be filed with the Registrar of Companies have been duly filed and that compliance has been made with other legal requirements;

• (vi) all the definitive documents of title have been delivered/are ready to be delivered/are being prepared and will be delivered in accordance with the terms of issue;

• (vii) completion has taken place of the purchase by the issuer of all property shown in the listing document to have been purchased or agreed to be purchased by it and the purchase consideration for all such property has been duly satisfied; and

(viii) the trust deed/deed poll relating to the debenture, loan stock, notes or bonds has been completed and executed, and particulars thereof, if so required by law, have been filed with the Registrar of Companies.

Submitted by: Mr. Chan Chiu Hung Alex

Title: Company Secretary

(Director, Secretary or other Duly Authorised Officer)

Notes

1. SEHK refers to Stock Exchange of Hong Kong.

2. Items (i) to (viii) are suggested forms of confirmation which may be amended to meet individual cases. Where the issuer has already made the relevant confirmations in a return published under Main Board Rule 13.25A / GEM Rule 17.27A in relation to the securities issued, no further confirmation is required to be made in this return.

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3.

“Identical” means in this context:

• ．

the securities are of the same nominal value with the same amount called up or paid up;

• they are entitled to dividend/interest at the same rate and for the same period, so that at the next ensuing distribution, the dividend/interest payable per unit will amount to

• ． exactly the same sum (gross and net); and

• ． they carry the same rights as to unrestricted transfer, attendance and voting at meetings and rank pari passu in all other respects.

If there is insufficient space, please submit additional document.

1. In the context of repurchase of shares:

2. ． “shares issuable to be listed on SEHK” should be construed as “shares repurchased listed on SEHK”; and

3. ． “stock code of shares issuable (if listed on SEHK)” should be construed as “stock code of shares repurchased (if listed on SEHK)”; and

4. ． “type of shares issuable” should be construed as “type of shares repurchased”; and

5. ． “issue and allotment date” should be construed as “cancellation date”

In the context of redemption of shares:

• ． “shares issuable to be listed on SEHK” should be construed as “shares redeemed listed on SEHK”; and

• ． “stock code of shares issuable (if listed on SEHK)” should be construed as “stock code of shares redeemed (if listed on SEHK)”; and

• ． “type of shares issuable” should be construed as “type of shares redeemed”; and

• ． “issue and allotment date” should be construed as “redemption date”

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