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Kingboard Holdings Limited — Proxy Solicitation & Information Statement 2026
Apr 22, 2026
48985_rns_2026-04-22_6b98d96d-96cd-499a-bd95-588475cb45bc.pdf
Proxy Solicitation & Information Statement
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THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
If you are in doubt as to any aspect of this circular or as to the action to be taken, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.
If you have sold or transferred all your shares in the Company, you should at once hand this circular, together with the accompanying form of proxy, to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, 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 circular.
KB
KINGBOARD HOLDINGS LIMITED
建滔集團有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 148)
PROPOSAL FOR RE-ELECTION OF DIRECTORS AND CONTINUOUS APPOINTMENT OF INDEPENDENT NON-EXECUTIVE DIRECTOR WHO HAS SERVED FOR MORE THAN NINE YEARS, GENERAL MANDATES TO ISSUE SECURITIES AND REPURCHASE SECURITIES AND NOTICE OF ANNUAL GENERAL MEETING
A notice convening an annual general meeting of Kingboard Holdings Limited (the "Company") to be held at 25/F, Delta House, 3 On Yiu Street, Shek Mun, Shatin, New Territories, Hong Kong on Tuesday, 26 May 2026 at 10:00 a.m. is set out on pages 15 to 20 of this circular. Whether or not you intend to be present at the meeting, you are requested to complete the form of proxy in accordance with the instructions printed thereon and return it to the office of the branch share registrar of the Company in Hong Kong, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for the holding of the meeting or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the meeting or any adjourned meeting should you so wish.
23 April 2026
CONTENTS
Page
DEFINITIONS ... 1
LETTER FROM THE BOARD ... 4
APPENDIX I — BIOGRAPHICAL DETAILS OF THE DIRECTORS ... 9
APPENDIX II — REPURCHASE MANDATE EXPLANATORY STATEMENT ... 12
NOTICE OF THE AGM ... 15
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DEFINITIONS
Unless the context requires otherwise, the following expressions shall have the following meanings in this circular:
"Articles" the existing articles of association of the Company
"Board" the board of Directors
"Branch Registrar" Tricor Investor Services Limited, the Company's branch share registrar in Hong Kong
"Company" Kingboard Holdings Limited, a company incorporated in the Cayman Islands with limited liability, the shares of which are listed on the Main Board of the Stock Exchange
"Concert Parties" parties acting in concert with Hallgain for the purpose of the Takeovers Code
"Directors" the directors of the Company
"Group" the Company and its subsidiaries
"Hallgain" Hallgain Management Limited, controlling shareholder of the Company
"HK$" Hong Kong dollars, the lawful currency of Hong Kong
"Hong Kong" the Hong Kong Special Administrative Region of the People's Republic of China
"Issue Mandate" a general and unconditional mandate proposed to be granted to the Directors to exercise the power of the Company to allot, issue or otherwise deal with the securities of the Company (including any sale or transfer of treasury Shares out of treasury) with an aggregate nominal amount not exceeding 20% of the aggregate nominal amount of the share capital of the Company in issue (excluding any treasury Shares) as at the date of the passing of the relevant resolution approving the mandate
"KBLL Deferred Share(s)" non-voting deferred share(s) of HK$1 each in the capital of Kingboard Laminates Limited, a non wholly-owned subsidiary of the Company
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DEFINITIONS
"KLHL"
Kingboard Laminates Holdings Limited, a company incorporated in the Cayman Islands with limited liability and a subsidiary of the Company as at the Latest Practicable Date, the Shares of which are listed on the Main Board (Stock code: 1888)
"KLHL Shares"
the 3,135,325,000 ordinary shares in issue of KLHL
"Latest Practicable Date"
16 April 2026, being the latest practicable date prior to the printing of this circular for ascertaining certain information in this circular
"Listing Rules"
the Rules Governing the Listing of Securities on the Stock Exchange
"Main Board"
the stock exchange (excluding the option market) operated by the Stock Exchange which is independent from and operated in parallel with GEM of the Stock Exchange
"Meeting"
the annual general meeting of the Company to be held at 25/F, Delta House, 3 On Yiu Street, Shek Mun, Shatin, New Territories, Hong Kong on Tuesday, 26 May 2026 at 10:00 a.m.
"Nomination Committee"
the nomination committee of the Board
"PRC"
the People's Republic of China
"Registrar's Address"
17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong
"Repurchase Mandate"
a general and unconditional mandate proposed to be granted to the Directors to enable them to repurchase the securities of the Company on the Stock Exchange, the aggregate nominal amount of which shall not exceed 10% of the aggregate nominal amount of the share capital of the Company in issue (excluding any treasury Shares) as at the date of the passing of the relevant resolution approving the mandate
"SFO"
Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)
"Share(s)"
share(s) of HK$0.10 each in the share capital of the Company
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DEFINITIONS
"Shareholders" holder(s) of the Share(s)
"Share Option" share option granted under the Share Option Scheme
"Share Option Scheme" the share option scheme of the Company adopted in 2019
"Stock Exchange" The Stock Exchange of Hong Kong Limited
"Takeovers Code" the Codes on Takeovers and Mergers and Share Buy-backs
"Year" year 2025
"%" per cent
In this circular, the terms "associate", "close associate", "connected person", "core connected person", "controlling shareholder", "subsidiary", "substantial shareholder" and "treasury Share" have the meanings given to such terms in the Listing Rules, unless the context otherwise requires.
LETTER FROM THE BOARD
KB
KINGBOARD HOLDINGS LIMITED
建滔集團有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 148)
Executive Directors:
Mr. Cheung Kwok Wing (Chairman)
Mr. Chang Wing Yiu (Managing Director)
Mr. Cheung Kwong Kwan
Mr. Ho Yin Sang
Mr. Cheung Ka Shing
Ms. Ho Kin Fan
Independent Non-executive Directors:
Dr. Chong Kin Ki
Mr. Chan Wing Kee
Mr. Stanley Chung Wai Cheong
Ms. Xu Liyin
Registered Office:
JTC (Cayman) Limited
P.O. Box 30745
60 Nexus Way
6th Floor, Camana Bay
Grand Cayman KY1-1203
Cayman Islands
Head Office and
Principal Place of Business:
23/F, Delta House
3 On Yiu Street
Shek Mun, Shatin
New Territories
Hong Kong
23 April 2026
To Shareholders
Dear Sir or Madam,
PROPOSAL FOR RE-ELECTION OF DIRECTORS AND CONTINUOUS APPOINTMENT OF INDEPENDENT NON-EXECUTIVE DIRECTOR WHO HAS SERVED FOR MORE THAN NINE YEARS, GENERAL MANDATES TO ISSUE SECURITIES AND REPURCHASE SECURITIES AND NOTICE OF ANNUAL GENERAL MEETING
INTRODUCTION
The purpose of this circular is to provide you with information regarding resolutions to be proposed at the Meeting and to give you notice of the Meeting.
LETTER FROM THE BOARD
RE-ELECTION OF DIRECTORS AND CONTINUOUS APPOINTMENT OF INDEPENDENT NON-EXECUTIVE DIRECTOR WHO HAS SERVED FOR MORE THAN NINE YEARS
At the Meeting, Mr. Chang Wing Yiu, Mr. Cheung Kwong Kwan, Mr. Cheung Ka Shing and Dr. Chong Kin Ki, each a Director, will retire from directorship by rotation and will be eligible for re-election at the Meeting in accordance with the Articles. Ms. Xu Liyin (appointed by the Board on 28 February 2026) shall hold office only until the Meeting in accordance with the Articles. The abovementioned Directors will offer themselves for re-election.
Biographical details of the abovementioned Directors are set out in Appendix I to this circular.
The Nomination Committee has reviewed the structure and composition of the Board, the confirmations and disclosures given by the Directors, the qualifications, skills and experience, time commitment and contribution of the retiring Directors with reference to the prevailing nomination policy of the Company, the board diversity policy (including, without limitation, gender, age, cultural and educational background) and the Company's corporate strategy, and the independence of the retiring independent non-executive Directors. As such, the Nomination Committee made recommendations to the Board regarding the re-election of Mr. Chang Wing Yiu, Mr. Cheung Kwong Kwan, Mr. Cheung Ka Shing, Dr. Chong Kin Ki and Ms. Xu Liyin. The Board notes that the Directors offering themselves for re-election have extensive experience in their fields and professions and their education, backgrounds, experience and practices allow them to bring valuable perspectives, insights and skills to the Board and contribute to the diversity thereof.
Ms. Xu Liyin for re-election has confirmed independence pursuant to Rule 3.13 of the Listing Rules. The Nomination Committee and the Board also consider that Ms. Xu Liyin for re-election meets the independence guidelines set out in Rule 3.13 of the Listing Rules and is independent in accordance with the terms of the guidelines.
In addition, the Nomination Committee and the Board are not aware of any circumstance that might influence the independence of Ms. Xu Liyin and consider Ms. Xu Liyin to be independent. The Nomination Committee is satisfied that, taking into account, among others, the valuable insights, useful guidance and independent judgment provided to the Board by Ms. Xu Liyin, she is of such character, integrity and experience commensurate with office of an independent non-executive Director.
Pursuant to Code Provision B.2.3 of the Corporate Governance Code as set out in Appendix C1 to the Listing Rules, if an independent non-executive director serves an issuer for more than nine years, any further appointment of such an independent non-executive director should be subject to a separate resolution to be approved by the shareholders. As Dr. Chong Kin Ki has served as an independent non-executive Director for more than nine years, a separate resolution will be proposed at the Meeting to further appoint Dr. Chong Kin Ki as an independent non-executive Director.
Dr. Chong Kin Ki was appointed as independent non-executive Director in July 2016 and as at the Latest Practicable Date, has served in the role for more than nine years.
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LETTER FROM THE BOARD
Dr. Chong Kin Ki has confirmed independence pursuant to Rule 3.13 of the Listing Rules. The Nomination Committee and the Board also consider that Dr. Chong Kin Ki meets the independence guidelines set out in Rule 3.13 of the Listing Rules and is independent in accordance with the terms of the guidelines. The Nomination Committee and the Board also note that Dr. Chong Kin Ki (i) does not have any relationship with any Directors, senior management, substantial shareholders or controlling shareholders of the Company; (ii) is not involved in any relationships or circumstances which would interfere with the exercise of his respective independent judgement as an independent non-executive Director; and (iii) has been providing objective and independent views to the Company during his respective tenure of office. Based on the above, the Nomination Committee and the Board consider that Dr. Chong Kin Ki remains independent despite his years of service with the Company.
In addition, during the years of service with the Company, Dr. Chong Kin Ki has contributed by providing an independent viewpoint, enquiry and advice to the Company in relation to its businesses, operations, future development and strategy. The Nomination Committee considers that Dr. Chong Kin Ki has the character, integrity, ability and experience to continue to fulfil his role as required effectively. There is no evidence that his over nine years of service with the Company would have any impact on his independence which, on the contrary, is an asset to the Company. Having considered the professional qualifications of Dr. Chong Kin Ki, his independent scope of work in the past years and the current skill mix of the Board, the Nomination Committee and the Board consider that the continuous appointment of Dr. Chong Kin Ki as an independent non-executive Director will bring considerable stability to the Board, and Dr. Chong Kin Ki will continue to provide valuable advice to the business development of the Group and maintain a proper balance between public and corporate interests, whilst having sufficient diversity for the Board to discharge its functions effectively.
The Board, taking into account the above factors, believes that Dr. Chong Kin Ki's re-election is in the best interests of the Company and the Shareholders. The Board accepted the recommendations from the Nomination Committee and recommends to the Shareholders the proposed re-election of Dr. Chong Kin Ki as independent non-executive Director at the Meeting.
At the Meeting, a separate ordinary resolution will be proposed to re-elect Dr. Chong Kin Ki as independent non-executive Director.
GENERAL MANDATES TO ISSUE SECURITIES AND TO REPURCHASE SECURITIES
At the annual general meeting of the Company held in the Year, ordinary resolutions were passed granting a general mandate authorising the Directors to allot, issue and deal with securities of the Company (including any sale or transfer of treasury Shares out of treasury) not exceeding 20% of the aggregate nominal amount of the issued share capital of the Company (excluding any treasury Shares) as at that date ("Existing Issue Mandate") and a general mandate authorising the Directors to repurchase securities of the Company not exceeding 10% of the aggregate nominal amount of the issued share capital of the Company (excluding any treasury Shares) as at that date ("Existing Repurchase Mandate").
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LETTER FROM THE BOARD
The Existing Issue Mandate and the Existing Repurchase Mandate will expire upon the conclusion of the Meeting.
The Issue Mandate and the Repurchase Mandate, being the new general mandates to allot, issue or otherwise deal with securities of the Company (including any sale or transfer of treasury Shares out of treasury) up to 20% and to repurchase securities of the Company up to 10% of the aggregate nominal amount of the issued share capital of the Company (excluding any treasury Shares) as at the date of the passing of the resolutions as set out in Resolutions 7A and 7B respectively, will be proposed at the Meeting. A resolution authorising the extension of the Issue Mandate to include the aggregate nominal amount of such securities (if any) repurchased under the Repurchase Mandate will be proposed as Resolution 7C at the Meeting.
The Issue Mandate and the Repurchase Mandate, if granted, will remain in effect until the earliest of (i) the conclusion of the next annual general meeting of the Company; (ii) the expiration of the period within which the next annual general meeting of the Company is required to be held by any applicable laws or regulations or the Articles; and (iii) the date upon which such authority is revoked or varied by an ordinary resolution of the Shareholders in a general meeting of the Company.
With reference to the proposed Issue Mandate and Repurchase Mandate, the Directors wish to state that they had no immediate plans to issue or repurchase any securities of the Company pursuant to the relevant mandates as at the Latest Practicable Date. The Company had in issue an aggregate of 1,108,311,736 Shares as at the Latest Practicable Date. Subject to the passing of the ordinary resolution with regard to the granting of the Issue Mandate, the Company will be allowed to issue new Shares and to sell and transfer treasury Shares (if any) up to the aggregate nominal amount of a maximum of 221,662,347 Shares, representing 20% of the issued share capital of the Company on the basis that no further Shares will be issued or repurchased before and up to the date of the Meeting.
An explanatory statement containing the particulars required by the Listing Rules to enable the Shareholders to make an informed decision on whether to vote for or against Resolution 7B to be proposed at the Meeting in relation to the proposed Repurchase Mandate is set out in Appendix II to this circular.
PROPOSED PAYMENT OF DIVIDEND
The Board proposed the payment of a final dividend of HK111 cents and special final dividend of HK40 cents per Share for the Year. The payment of final dividend and special final dividend are subject to the approval by the Shareholders at the Meeting.
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LETTER FROM THE BOARD
THE MEETING
The notice convening the Meeting is set out and enclosed at the end of this circular. A form of proxy for use at the Meeting is enclosed with this circular. Whether or not you intend to be present at the Meeting, you are requested to complete the form of proxy in accordance with the instructions printed thereon and return it to the Branch Registrar at the Registrar’s Address, as soon as possible and in any event not less than 48 hours before the time appointed for holding the Meeting or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the Meeting or any adjourned meeting thereof should you so desire.
To the extent that the Directors are aware, having made all reasonable enquiries, none of the Shareholders is required to abstain from voting on any resolutions at the Meeting.
RECOMMENDATION
The Directors consider that the proposed resolutions set out herein and in details in the notice of the Meeting are in the interests of the Company and the Shareholders. Accordingly, the Directors recommend Shareholders to vote in favour of the resolutions to be proposed at the Meeting.
Yours faithfully,
For and on behalf of the Board
Cheung Kwok Wing
Chairman
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APPENDIX I
BIOGRAPHICAL DETAILS OF THE DIRECTORS
This appendix contains the biographical details of the Directors eligible for re-election at the Meeting to enable the Shareholders to make an informed view on whether to vote for or against the resolutions to be proposed at the Meeting in relation to the re-election of Directors.
Mr. CHANG Wing Yiu, aged 59, is the managing director of the Group. He is the brother-in-law of Mr. Cheung Kwok Wing, the uncle-in-law of Ms. Ho Kin Fan and Mr. Cheung Ka Shing. He joined the Group in 1989 and has over 36 years' experience in laminates and chemicals production. Mr. Chang graduated from the Hong Kong Polytechnic University with a higher diploma in marine electronics. He is responsible for the Group's phenol/acetone plant in Yangzhou, Jiangsu province and in Huizhou, Guangdong province.
He does not have a service contract with the Company on his appointment as an executive Director. Mr. Chang's appointment as a Director shall be subject to retirement by rotation at the annual general meetings and he shall be eligible for re-election in accordance with the Articles. He is entitled to a monthly salary of HK$276,000 and a discretionary bonus subject to approval by the Board and the remuneration committee of the Company which will be determined with reference to, among other things, the duties and responsibilities assumed in the Company. Mr. Chang's remuneration will be reviewed by the Board and the remuneration committee of the Company at each financial year end of the Company.
As at the Latest Practicable Date, he had the following notifiable interests in relation to the Company under Part XV of the SFO: (i) 10,255,728 Shares; (ii) 4,000,000 Share Options; (iii) 12,820,000 KLHL Shares; and (iv) 423,200 KBLL Deferred Shares.
Mr. CHEUNG Kwong Kwan, aged 61, J.P., is an executive Director of the Company and the president of the South China Chemical Department. He is a cousin of Mr. Cheung Kwok Wing, being the Chairman and an executive Director, and an uncle of Ms. Ho Kin Fan and Mr. Cheung Ka Shing, both being executive Directors. Mr. Cheung joined the Group in 1988 and has been working in the PCB industry since 1984 with particularly extensive experience in marketing components and materials required for PCB production. Mr. Cheung is responsible for the Group's chemical business operations and property developments in southern China. He obtained the 16th World Outstanding Chinese Award and the Honorary Doctorate awarded by SABI University in August 2018. He was appointed as a Justice of the Peace by the Hong Kong Special Administrative Region in 2020 and was honored as a member of the Standing Committee and the deputy director of the Hong Kong, Macao and Taiwan Commission of the 13th Guangdong Provincial Committee of the Chinese People's Political Consultative Conference in January 2023, the Fourth Top 10 Outstanding Cantonese in November 2023 and was appointed as the chairman of Federation of Hong Kong Guangzhou Community Organisations in March 2024. He was also awarded the Bronze Bauhinia Star by the Government of the Hong Kong Special Administrative Region in July 2024 and appointed as the executive chairman of the Federation of Hong Kong Guangdong Community Organisations in October 2024. He was also awarded the Pilot "9+2" 5th Guangdong-Hong Kong-Macao Greater Bay Area Outstanding Contribution Leader Award in November 2024.
Mr. Cheung entered into a service agreement with the Company regarding his appointment as an executive Director, which shall continue subject to the terms and
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APPENDIX I
BIOGRAPHICAL DETAILS OF THE DIRECTORS
conditions thereof and such terms as may be agreed between the parties from time to time. Mr. Cheung's appointment as an executive Director shall also be subject to retirement by rotation at the annual general meetings and he shall be eligible for re-election in accordance with the Articles.
Mr. Cheung is entitled to a fixed monthly salary of HK$276,000, one extra payment each year equivalent to one month of his then salary and a discretionary bonus subject to approval by the Board and the remuneration committee of the Company which will be determined with reference to, among other things, his duties and responsibilities in the Company. Mr. Cheung's remuneration will be reviewed by the Board and the remuneration committee of the Company at each financial year end of the Company.
As at the Latest Practicable Date, he had the following notifiable interests in relation to the Company under Part XV of the SFO: (i) 6,207,500 Shares, (ii) 4,000,000 Shares Options, (iii) 6,000,000 KLHL Shares and (iv) 846,400 KBLL Deferred Shares.
Mr. CHEUNG Ka Shing, aged 38, was appointed as an executive Director with effect from 1 August 2014. He joined the Group in 2009 and is responsible for the property development business of the Group in eastern China. Mr. Cheung obtained his Bachelor of Science degree in the study of Management with International Business at the University of London in 2009. Mr. Cheung is the son of Mr. Cheung Kwok Wing, the cousin of Ms. Ho Kin Fan and the nephew of Mr. Cheung Kwong Kwan and nephew-in-law of Mr. Chang Wing Yiu and Mr. Ho Yin Sang.
Mr. Cheung entered into a service agreement with the Company regarding his appointment as an executive Director, which shall continue subject to the terms and conditions thereof and such terms as may be agreed between the parties from time to time. Mr. Cheung's appointment as an executive Director shall also be subject to retirement by rotation at the annual general meetings and be eligible for re-election in accordance with the Articles.
Mr. Cheung is entitled to a monthly salary of HK$212,000 and a discretionary bonus subject to approval by the Board and the remuneration committee of the Company which will be determined with reference to, among other things, his duties and responsibilities assumed in the Company. Mr. Cheung's remuneration will be reviewed by the Board and the remuneration committee of the Company at each financial year end of the Company.
As at the Latest Practicable Date, he has the following notifiable interests in relation to the Company under Part XV of the SFO: (i) 1,285,500 Shares; (ii) 4,000,000 Share Options; and (iii) 379,000 KLHL Shares.
Dr. CHONG Kin Ki, aged 70, was appointed as an independent non-executive Director on 1 July 2016. Dr. Chong is also the chairman of the remuneration committee of the Company, and a member of the audit committee of the Company and Nomination Committee. Dr. Chong obtained a Bachelor of Medicine and Bachelor of Surgery from the University of Hong Kong in 1980. He became a Fellow of the Royal College of Surgeons of Edinburgh in 1984, a Foundation Fellow of the Hong Kong Academy of Medicine in 1993, a Foundation Fellow of the Hong Kong College of Surgeons in 1993. Dr. Chong has been a private medical practitioner since 1989 and become a Registered Specialist in General Surgery since 1993.
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APPENDIX I
BIOGRAPHICAL DETAILS OF THE DIRECTORS
He has not entered into any service contract with the Company for any specified length or term of service. He is subject to retirement by rotation at the annual general meetings and be eligible for re-election in accordance with the Articles, and will receive a monthly fee of HK$25,000 as an independent non-executive Director. Such remuneration was determined with reference to the duties and prevailing market terms. The remuneration will be reviewed by the Board and the remuneration committee of the Company at each financial year end of the Company. Other than the aforesaid monthly fee, he may be entitled to any other emoluments, if any, based on the performance of the Group and at the discretion of the Board.
As at the Latest Practicable Date, he had the following notifiable interests in relation to the Company under Part XV of the SFO: (i) 110,000 Shares; (ii) 300,000 Share Options; and (iii) 30,000 KLHL Shares.
Ms. Xu Liyin, aged 47, was appointed as an independent non-executive Director on 28 February 2026. Ms. Xu is also the chairman of the Nomination Committee, and a member of the audit committee and remuneration committee of the Company. Ms. Xu has served as a deputy secretary-general of the Hong Kong Federation of Journalists since 2023. Ms. Xu worked at Ta Kung Pao, Hong Kong from 2005 to 2019, during which she served, among other roles, as chief of the international department and senior editor. Ms. Xu holds a bachelor's degree in International Economic Law from the Shanghai International Studies University, the PRC in 2002, and a Master of Laws degree from the University of Edinburgh, the United Kingdom in 2003.
Ms. Xu entered into a letter of appointment with the Company regarding her appointment as an independent non-executive Director, pursuant to which she will hold office subject to termination by one month's notice and retirement by rotation at the annual general meetings. She is entitled to a monthly remuneration of HK$20,000. Her remuneration is determined with reference to her duties and responsibilities in the Company and the general market conditions. The remuneration will be reviewed by the Board and the remuneration committee of the Company in each financial year of the Company, taking into account performance, the overall business, operation and financial conditions of the Group, the general market and the goals of any incentive plans.
As at the Latest Practicable Date, she did not have any notifiable interests in relation to the Company under Part XV of the SFO.
As at the Latest Practicable Date, save as disclosed above, for each of the abovementioned Directors there is no other: (i) relationship with any other Directors, senior management, substantial shareholders or controlling shareholders of the Company; (ii) directorship in any other publicly listed companies in Hong Kong or overseas in the last three years; (iii) positions with the Company and other members of the Group; (iv) matters relating to the re-election that needs to be brought to the attention of the Shareholders; and (v) information required to be disclosed under Rule 13.51 of the Listing Rules.
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APPENDIX II REPURCHASE MANDATE EXPLANATORY STATEMENT
This appendix contains the particulars that are required by the Listing Rules to be included in an explanatory statement to enable the Shareholders to make an informed view on whether to vote for or against the resolution to be proposed at the Meeting in relation to the proposed Repurchase Mandate.
SHARE CAPITAL
As at the Latest Practicable Date, there were a total of 1,108,311,736 Shares in issue.
Subject to the passing of the Shareholders' resolution at the Meeting granting the proposed Repurchase Mandate and on the basis that no further Shares are issued or repurchased before the Meeting, the Company will be allowed to repurchase a maximum of 110,831,173 Shares during the period ending on the earlier of the conclusion of the next annual general meeting of the Company or the date by which the next annual general meeting of the Company is required to be held by law or the date upon which such authority is revoked or varied by a resolution of the Shareholders in a general meeting.
REASONS FOR REPURCHASES
The Directors believe that it is in the best interests of the Company and the Shareholders to seek a general authority from the Shareholders to enable the Company to repurchase its Shares on the Stock Exchange. Such repurchases may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net asset value of the Company and/or earnings per Share and will only be made when the Directors believe that such a repurchase will benefit the Company and the Shareholders.
FUNDING OF REPURCHASES
Repurchases made pursuant to the proposed Repurchase Mandate would be funded out of funds legally available for the purpose in accordance with the Articles and the laws of the Cayman Islands.
The Directors had no intention to repurchase any Shares as at the Latest Practicable Date and they would only exercise the power to repurchase in circumstances where they consider that the repurchase would be in the best interests of the Company and in circumstances where they consider that the Shares can be repurchased on terms favourable to the Company.
IMPACT OF REPURCHASES
On the basis of the consolidated financial position of the Company as at the end of the Year, being the date to which the latest published audited accounts of the Company were made up, the Directors consider that if the Repurchase Mandate were to be exercised in full at the current prevailing market value, it could have a material adverse impact on the working capital position and gearing position of the Company. The Directors do not propose to exercise the Repurchase Mandate, in the circumstances, have a material adverse effect on the working capital requirements compared with the position disclosed in the latest published audited financial statements or the gearing levels which in the opinion of the Directors are from time to time appropriate for the Company.
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APPENDIX II REPURCHASE MANDATE EXPLANATORY STATEMENT
The Company may cancel any Shares it repurchased and/or hold them as treasury Shares subject to market conditions and the Group's capital management needs at the relevant time of the repurchases.
SHARE REPURCHASE
The Company had not repurchased any Shares (whether on the Stock Exchange or otherwise) in the six months period preceding the Latest Practicable Date.
SHARE PRICE
The following table shows the highest and lowest prices at which the Shares have been traded on the Stock Exchange in each of the previous twelve months:
| Month | Highest traded price (HK$) | Lowest traded price (HK$) |
|---|---|---|
| 2025 | ||
| April | 23.45 | 17.80 |
| May | 23.60 | 20.85 |
| June | 25.20 | 21.85 |
| July | 29.35 | 23.80 |
| August | 32.40 | 27.14 |
| September | 29.00 | 25.62 |
| October | 28.82 | 25.20 |
| November | 27.96 | 25.10 |
| December | 30.48 | 25.90 |
| 2026 | ||
| January | 32.70 | 28.04 |
| February | 41.20 | 30.18 |
| March | 42.62 | 32.58 |
| April (up to the Latest Practicable Date) | 42.26 | 32.94 |
GENERAL
The Directors will exercise the power of the Company to make repurchases of Shares pursuant to the Repurchase Mandate in accordance with the Listing Rules, the applicable laws of the Cayman Islands and the Articles (as amended from time to time). Neither this explanatory statement nor the proposed repurchase of Shares has any unusual features.
To the best of their knowledge and having made all reasonable enquiries, none of the Directors nor any of their close associates has a present intention, in the event that the Repurchase Mandate is approved by the Shareholders, to sell Shares to the Company or its subsidiaries. The Directors have undertaken to the Stock Exchange that they will exercise the proposed Repurchase Mandate in accordance with the Listing Rules and applicable laws of the Cayman Islands.
APPENDIX II REPURCHASE MANDATE EXPLANATORY STATEMENT
No core connected persons of the Company, as defined in the Listing Rules, have notified the Company that they have a present intention to sell Shares to the Company, and no such person has undertaken not to do so in the event that the Company is authorised to make purchases of the Shares.
If as a result of a repurchase of Shares, a Shareholder’s proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purposes of the Takeovers Code. Accordingly, a Shareholder, or group of Shareholders acting in concert, depending on the level of increase of the Shareholders’ interest, could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code.
As at the Latest Practicable Date, to the best of the knowledge and belief of the Directors, Hallgain together with its Concert Parties were, in aggregate, interested in approximately 47.09% of the issued share capital of the Company. In the event that the Directors exercise in full the proposed Repurchase Mandate to repurchase Shares, the aggregate shareholding of the aforesaid Shareholders will be increased from approximately 47.09% to approximately 52.32% of the issued share capital of the Company. To the best of the knowledge and belief of the Directors, such increase would give rise to an obligation to make a mandatory offer under Rule 26 of the Takeovers Code. As at the Latest Practicable Date, the Directors had no intention to repurchase Shares to an extent that would trigger the obligations under the Takeovers Code to make a mandatory offer.
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NOTICE OF THE AGM
KB
KINGBOARD HOLDINGS LIMITED
建滔集團有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 148)
NOTICE OF ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN that the annual general meeting ("Meeting") of Kingboard Holdings Limited ("Company") will be held at 25/F, Delta House, 3 On Yiu Street, Shek Mun, Shatin, New Territories, Hong Kong on Tuesday, 26 May 2026 at 10:00 a.m. for the following purposes:
ORDINARY RESOLUTIONS
- To receive and consider the audited financial statements and the directors' report and the independent auditor's report thereon for the year ended 31 December 2025;
- To declare a final dividend and a special final dividend;
- To re-elect the following directors of the Company (each as a separate resolution):
as executive director:
(A) Mr. Chang Wing Yiu
(B) Mr. Cheung Kwong Kwan
(C) Mr. Cheung Ka Shing
as independent non-executive director:
(D) Ms. Xu Liyin;
- To re-elect Dr. Chong Kin Ki (who has served more than nine years) as an independent non-executive director of the Company;
- To authorise the board of directors of the Company to fix its directors' remuneration;
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To re-appoint auditors and to authorise the Company's board of directors to fix their remuneration;
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NOTICE OF THE AGM
By way of special business, to consider, and if thought fit, to pass each of the following resolutions, with or without modification, as an ordinary resolution:
- A. "THAT:
(a) subject to paragraph (c) of this Resolution, the exercise by the directors of the Company ("Directors") during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue and deal with additional shares of the Company ("Shares") or securities convertible into Shares, or Share Options, warrants or similar rights to subscribe for any Shares, to sell and transfer any treasury Shares of the Company, and to make or grant offers, agreements and Share Options which might require the exercise of such power be and is hereby generally and unconditionally approved;
(b) the approval in paragraph (a) of this Resolution shall be in addition to any other authorisations given to the Directors and shall authorise the Directors during the Relevant Period to make or grant offers, agreements and Share Options which might require the exercise of such power after the end of the Relevant Period;
(c) the aggregate nominal amount of share capital allotted, sold or transferred or agreed conditionally or unconditionally to be allotted, sold or transferred (whether pursuant to a Share Option or otherwise) by the Directors pursuant to the approval given in paragraph (a) of this Resolution, otherwise than pursuant to:
(i) a Rights Issue (as hereinafter defined);
(ii) the exercise of rights of subscription or conversion under the terms of any warrants issued by the Company or any securities which are convertible into Shares;
(iii) the exercise of any Share Option Scheme or similar arrangement for the time being adopted for the grant or issue to the officers and/or employees of the Company and/or any of its subsidiaries of Shares or rights to acquire Shares; or
(iv) any scrip dividend or similar arrangement providing for the allotment of Shares in lieu of the whole or part of a dividend on Shares in accordance with the articles of association of the Company;
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NOTICE OF THE AGM
shall not exceed 20 per cent of the aggregate nominal amount of the share capital of the Company in issue (excluding any treasury Shares) at the date of passing this Resolution and the said approval shall be limited accordingly;
(d) subject to the passing of each of the paragraphs (a), (b) and (c) of this Resolution, any prior approvals of the kind referred to in paragraphs (a), (b) and (c) of this Resolution which had been granted to the Directors and which are still in effect be and are hereby revoked; and
(e) for the purpose of this Resolution:
"Relevant Period" means the period from the passing of this Resolution until whichever is the earlier of:
(i) the conclusion of the next annual general meeting of the Company;
(ii) the expiration of the period within which the next annual general meeting of the Company is required to be held by any applicable laws or regulations or the articles of association of the Company; and
(iii) the revocation or variation of the authority given under this Resolution by an ordinary resolution of the shareholders of the Company in general meeting; and
"Rights Issue" means an offer of Shares or issue of Share Options, warrants or other securities giving the right to subscribe for Shares open for a period fixed by the Directors to holders of Shares or any class thereof on the register of members of the Company on a fixed record date in proportion to their then holdings of such Shares or class thereof (subject to such exclusion or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of, or the requirements of any recognised regulatory body or stock exchange in any territory outside Hong Kong).
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NOTICE OF THE AGM
B. "THAT:
(a) subject to paragraph (b) of this Resolution, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to repurchase Shares or securities convertible into Shares on The Stock Exchange of Hong Kong Limited ("Stock Exchange") or on any other stock exchange on which the securities of the Company may be listed and recognised for this purpose by the Securities and Futures Commission of Hong Kong and the Stock Exchange under the Codes on Takeovers and Mergers and Share Buy-backs and, subject to and in accordance with all applicable laws and regulations, be and is hereby generally and unconditionally approved;
(b) the aggregate nominal amount of the securities which may be repurchased by the Company pursuant to paragraph (a) of this Resolution during the Relevant Period shall not exceed 10 per cent of the aggregate nominal amount of the share capital of the Company in issue (excluding any treasury Shares) at the date of the passing of this Resolution and the approval granted under paragraph (a) of this Resolution shall be limited accordingly;
(c) subject to the passing of each of the paragraphs (a) and (b) of this Resolution, any prior approvals of the kind referred to in paragraphs (a) and (b) of this Resolution which had been granted to the Directors and which are still in effect be and are hereby revoked; and
(d) for the purpose of this Resolution:
"Relevant Period" means the period from the passing of this Resolution until whichever is the earlier of:
(i) the conclusion of the next annual general meeting of the Company;
(ii) the expiration of the period within which the next annual general meeting of the Company is required to be held by any applicable laws or regulations or the articles of association of the Company; and
(iii) the revocation or variation of the authority given under this Resolution by an ordinary resolution of the shareholders of the Company in general meeting."
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NOTICE OF THE AGM
C. "THAT conditional upon the passing of Resolutions numbered 7A and 7B as set out in the notice convening this Meeting, the general mandate granted to the Directors to exercise the powers of the Company to allot, issue, sell, transfer or otherwise deal with Shares pursuant to Resolution numbered 7A above be and is hereby extended by the addition to the aggregate nominal amount of the Shares of an amount representing the aggregate nominal amount of the share capital of the Company repurchased by the Company under the authority granted pursuant to Resolution numbered 7B above, provided that such amount shall not exceed 10 per cent of the aggregate nominal amount of the share capital of the Company in issue (excluding any treasury Shares) at the date of the passing of this Resolution."
By order of the Board of
Kingboard Holdings Limited
Lo Ka Leong
Company Secretary
Hong Kong, 23 April 2026
Registered Office:
JTC (Cayman) Limited
P.O. Box 30745
60 Nexus Way
6th Floor, Camana Bay
Grand Cayman KY1-1203
Cayman Islands
Head office and principal place of business in Hong Kong:
23/F, Delta House
3 On Yiu Street
Shek Mun
Shatin, N.T.
Hong Kong
Notes:
- Any shareholder of the Company ("Shareholder(s)") entitled to attend and vote at the Meeting convened by the above notice is entitled to appoint a proxy to attend and vote in his stead. A proxy need not be a Shareholder.
- Where there are joint registered holders of any share in the issued share capital of the Company ("Share(s)"), any one of such persons may vote at the Meeting, either personally or by proxy, in respect of such Share as if he/she/it were solely entitled thereto; but if more than one of such joint holders be present at the Meeting personally or by proxy, that one of the said persons so present whose name stands first on the register of members of the Company ("Register of Members") in respect of such Share shall alone be entitled to vote in respect thereof.
- In order to be valid, a form of proxy together with a power of attorney or other authority, if any, under which it is signed or a notarially certified copy of that power of attorney or authority must be deposited at the Company's branch share registrar in Hong Kong, Tricor Investor Services Limited ("Branch Registrar"), at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong ("Registrar's Address"), not less than 48 hours before the time appointed for holding the Meeting or any adjourned meeting as the case may be.
NOTICE OF THE AGM
- The Register of Members will be closed during the following periods:
(i) from Wednesday, 20 May 2026 to Tuesday, 26 May 2026 (both days inclusive) during which period no transfer of Shares will be registered. Shareholders whose names appear on the register of members of the Company on Tuesday, 26 May 2026 are entitled to attend and vote at the Meeting. In order to be eligible to attend and vote at the Meeting, Shareholders are reminded to ensure that all transfers of Shares accompanied by the relevant Share certificates and transfer forms must be lodged with the Branch Registrar at the Registrar’s Address, for registration not later than 4:00 p.m. on Tuesday, 19 May 2026; and
(ii) from Monday, 15 June 2026 to Thursday, 18 June 2026 (both days inclusive) during which period no transfer of Shares will be registered. In order to be eligible for receiving the final dividend and special final dividend, Shareholders are reminded to ensure that all transfers of Shares accompanied by the relevant Share certificates and transfer forms must be lodged with the Branch Registrar at the Registrar’s Address, for registration not later than 4:00 p.m. on Friday, 12 June 2026.
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An explanatory statement containing further details in respect of resolution numbered 7B is included in the Circular.
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As at the date hereof, the board of directors of the Company consists of Mr. Cheung Kwok Wing, Mr. Chang Wing Yiu, Mr. Cheung Kwong Kwan, Mr. Ho Yin Sang, Mr. Cheung Ka Shing and Ms. Ho Kin Fan, being the executive directors, and Dr. Chong Kin Ki, Mr. Chan Wing Kee and Mr. Stanley Chung Wai Cheong and Ms. Xu Liyin, being the independent non-executive directors.
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If typhoon signal No. 8 or above, or a “black” rainstorm warning is in effect any time after 7:00 a.m. on the date of the above meeting, the meeting will be postponed. The Company will publish an announcement on the respective websites of the Company and the Stock Exchange to notify shareholders of the Company of the date, time and place of the rescheduled meeting.
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