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.

KNK Holdings Limited ʕ਷ՙვ਷ყછٰϞࠢʮ̡

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 8039)

INSIDE INFORMATION

UPDATE FROM INDEPENDENT COMMITTEE

This announcement is made by KNK Holdings Limited (the "Company") pursuant to Rule 17.10 of the Rules Governing the Listing of Securities on the GEM of The Stock Exchange of Hong Kong Limited (the "GEM Listing Rules") and the Inside Information Provisions (as defined under the GEM Listing Rules) under Part XIVA of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong).

The board of directors ("Board" or "Directors") of the Company would like to provide update information in relation to the Loans and the legal action of the Company as stated in the announcements of the Company dated 12 July 2019, 18 July 2019, 24 January 2020, 13 July 2020 and 31 August 2020 ("Announcement(s)"). Capitalised terms used herein shall have the same meanings as those defined in the Announcements unless the context otherwise requires.

FINDINGS OF THE INDEPENDENT COMMITTEE ON THE LOANS

Loans were advanced by Jin Hao and Golden Legend, being indirect subsidiaries of the Company, to six debtors during the period between March and May 2019. The following are the findings of the investigation of the Independent Committee:

  • (a) The Group had advanced a loan in the sum of RMB3,506,065 (equivalent to approximately HK$4,092,000) (the "Zhuoxin Loan") to Zhuoxin Kechuang on 27 March 2019. The Independent Committee discovered that the former name of Zhuoxin Kechuang €ՙ ڦ ߅ ௴ €̏ ԯ၍ ଣ ے ༔ Ϟ ࠢ ʮ ̡was Zhuoxin Wealth (Beijing) Investment Management Limited* €ՙڦৌబ€̏ԯҳ༟၍ଣϞࠢʮ̡ ("Zhuoxin Wealth"). The change of name was effective on 25 February 2019, shortly before the grant of the Zhuoxin Loan by the Group. As at the date of this announcement, the business licence of Zhuoxin Kechuang has been cancelled;

  • (b) Mr. Sun and Mr. Gu were the senior management of Zhuoxin Wealth and none of them had disclosed the above information to the Company when the Group advanced the Zhuoxin Loan to Zhuoxin Kechuang. Mr. Ma Chao€৵൴was a shareholder and an ex-director of Zhuoxin Kechuang at the time of granting the Zhuoxin Loan to Zhuoxin Kechuang;

  • (c) Li Changhong* €ዝڗࠀ ("Li") to whom the Group had advanced a loan in the sum of HK$300,000 on 20 May 2019. The Independent Committee found out that Li was one of the shareholders of Heilongjiang Zhuoxin Agricultural Development Group Limited* €ල ᎲϪ޲ՙڦุ༵೯࢝ණྠϞࠢʮ̡of which Ms. Shi was the legal representative from November 2016 to February 2018;

  • (d) Another debtor is Heilongjiang Xingnong Zhongchuang Agricultural Development Company* €ලᎲϪጳ༵଺௴ุ༵೯ٰ࢝Ϟࠢʮ̡ ("Heilongjiang Xingnong") to which the Group had advanced a loan in the sum of RMB1,500,000 (equivalent to approximately HK$1,750,000) on 16 April 2019. The Independent Committee found out that Mr. Gu and Ms. Shi were also the directors of Heilongjiang Xingnong;

  • (e) Another debtor is Full Rich Human Resources Limited ("Full Rich") to which the Group had advanced a loan in the sum of HK$2,500,000 on 16 April 2019. Full Rich is a wholly owned subsidiary of Zhouxin International Holdings Limited ("Zhouxin Int'l") ՙڦ਷ყ છٰϞࠢʮ̡ (stock code: 8266) according to the annual report of Zhouxin Int'l for the year ended 31 March 2019. Mr. Ma Chao €৵൴ was an executive director, the chairman and the single largest shareholder of Zhouxin Int'l at the time of granting the loan to Full Rich by the Group. Mr. Ma Chao €৵൴ was also a shareholder and an ex-director of Zhuoxin Kechuang as disclosed in paragraph (b) above;

  • (f) A loan of HK$1,000,000 was advanced by the Group to Goldman Holdings Limited on 16 April 2019 ("Goldman"). Goldman and Full Rich have the same sole director, who is an ex-director of Zhuoxin Int'l, and share the same registered office in Hong Kong as at the date of this announcement; and

  • (g) As at the date of this announcement, none of the Loans were repaid. All of the Loans were written off in the year ended 31 March 2020.

CURRENT UPDATES

Regarding the Company's legal actions against the Three Directors Concerned, the Company has received from the PRC Judiciary that the services of the Concurrent Writ of Summons on Mr. Gu and Ms. Shi were unsuccessful. The Company is still waiting for confirmation about the status of service of the Concurrent Writ of Summons on Mr. Sun.

The Company has recently received a letter from a solicitors' firm alleging that the Company had issued stock warrants to individual investors in the PRC in May 2019. The Board has reviewed the documents provided by the solicitors' firm and found that the documents were signed by Mr. Ma Chao€৵൴. The company name and the company chop on the warrant certificate bear the English name of "China Zhuoyin International Holdings Co., Ltd.", which is not the name of the Company albeit the Chinese name is ʕ਷ՙვ਷ყછٰϞࠢʮ̡ . The Board wishes

to clarify that China Zhuoyin International Holdings Co., Ltd. is not a company of the Group and Mr. Ma Chao€৵൴is and was not a director, an executive, staff nor authorized person of the Group at all times.

The Company will liaise with its legal advisers for further actions and report to the CCB of the Hong Kong Police Force and other governing authorities as and when appropriate, and may proceed with further legal actions in the PRC.

The Company will publish further announcement(s) to inform shareholders of the Company and potential investors of any material developments as and when appropriate.

Shareholders of the Company and potential investors are advised to exercise caution when dealing in the shares of the Company.

Remark: The English translation of Chinese names or words in this announcement, where indicated by "*", are included for information purpose only, and should not be regarded as the official English translation of such Chinese names or words.

By order of the Board KNK Holdings Limited

Chung Yuk Lun

Executive Director & Company Secretary

Hong Kong, 22 March 2021

As at the date of this announcement, the executive Directors are Mr. Poon Kai Kit, Joe and Mr. Chung Yuk Lun; and the independent non-executive Directors are Mr. Lee Pui Chung, Ms. Lai Pik Chi, Peggy and Ms. Chan Yuk Chun.

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 Company Announcements" page of the GEM website atwww.hkgem.comfor a minimum period of 7 days from the date of its publication and on the Company's website atwww.knk.com.hk.

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KNK Holdings Ltd. published this content on 23 March 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 23 March 2021 01:18:00 UTC.