TBK & Sons : resignation of independent non-executive director change in the composition of board committees and non-compliance with the listing rules

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.

TBK & Sons Holdings Limited

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1960)

RESIGNATION OF INDEPENDENT NON-EXECUTIVE DIRECTOR CHANGE IN THE COMPOSITION OF BOARD COMMITTEES AND

NON-COMPLIANCE WITH THE LISTING RULES

RESIGNATION OF INDEPENDENT NON-EXECUTIVE DIRECTOR

Mr. Ng Chiou Gee Willy (''Mr. Ng'') has resigned as an independent non-executive Director (''INED(s)'') of the Company, he has ceased to be the chairman of the nomination committee (the ''Nomination Committee'') and a member of the audit committee (the ''Audit Committee'') and remuneration committee (the ''Remuneration Committee'') of the Board, with effect from 1 February 2021 as he wishes to devote more time on pursuing other personal interest.

Mr. Ng confirmed that he has no disagreement with the Board and there are no other matters in relation to his resignation that need to be brought to the attention of the shareholders of the Company.

The Board would like to express its sincere gratitude to Mr. Ng for his valuable contributions to the Company during his tenure of office.

NON-COMPLIANCE WITH THE LISTING RULES

Following the resignation of Mr. Ng, the Board comprises two INEDs, hence fails to meet the requirements of having:

1. at least three INEDs on the Board under Rule 3.10(1) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the ''Listing Rules'');
2. the Audit Committee comprising only non-executive directors with a minimum of three members under Rule 3.21 of the Listing Rules;

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1. the Remuneration Committee comprising a majority of INEDs under Rule 3.25 of the Listing Rules; and
2. the Nomination Committee comprising a majority of INEDs and chaired by the chairman of the board or an INED under code provision A.5.1 of the Corporate Governance Code set out in Appendix 14 to the Listing Rules.

As such, the Board will make its best endeavours to identify an appropriate person to fill the casual vacancy on the Board for the position of INED and in the Nomination Committee, Audit Committee and Remuneration Committee as soon as possible in any event within three months from the date of Mr. Ng's resignation pursuant to Rule 3.11, 3.23 and 3.27 of the Listing Rules. The Company will make further announcement(s) as and when appropriate.

By order of the Board

TBK & Sons Holdings Limited

Tan Hun Tiong

Chairman

Hong Kong, 1 February 2021

As at the date of this announcement, the Board comprises Mr. Tan Hun Tiong and Mr. Tan Han Peng as executive Directors; Ms. Chooi Pey Nee as non-executive Director; and Mr. Chu Hoe Tin and Mr. Ng Ying Kit as independent non-executive Directors.

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